Terms of Service

2. Project Lifespan, Client Delays, QA Acceptance & Support Policy

• Timelines and Delay Adjustments: Any delivery schedule, milestone target, or project timeline specified in an SOW or invoice is conditional upon the timely receipt of feedback, assets, and credentials from the Client. Any delay by the Client shall automatically extend the Consultant's delivery schedule day-for-day. Time of performance is not of the essence.
• Revision Limits: Unless specified otherwise in the SOW or invoice, the maximum number of free revision rounds included for any design or development deliverable is two (2). A revision round consists of the consolidation of all Client feedback on a specific milestone and the subsequent adjustments by the Consultant. Any revision requests beyond the second round, or major design/layout alterations requested after milestone approval, are treated as out-of-scope work and will be billed at the Consultant's standard hourly rate.
• Inactivity Hold: If the Client fails to provide necessary feedback, assets, copy, or credentials for more than fifteen (15) consecutive days, the project will be placed on "Operational Hold" for a maximum of thirty (30) calendar days.
• Automatic Cancellation & Forfeiture: If the Client fails to reactivate the project or provide the requested materials within the 30-day Hold period, the project shall be automatically cancelled. Upon cancellation, the Consultant is released from all delivery obligations, and any advance payments or deposits are strictly non-refundable and forfeited as liquidated damages.
• QA Testing, Multi-Channel Constructive Notice & Deemed Acceptance: The Consultant provides a dedicated Quality Assurance (QA) testing window prior to project sign-off and final handover. Milestone notifications, preview links, staging URLs, QA access instructions, and testing invitations may be delivered to the Client via email, instant messaging applications (including WhatsApp, Telegram, or SMS), project dashboards, or verbal/screen-share communications. Transmission or verbal sharing through any such channel constitutes valid, binding legal notice of milestone delivery and initiates the QA testing period. Furthermore, a milestone, deliverable, or QA period shall be deemed irrevocably accepted and approved in full if the Client: (a) deploys or uses the deliverable in a public or production environment; (b) settles a related milestone invoice; (c) directs the Consultant to proceed to subsequent tasks or phases; or (d) fails to submit specific, actionable written feedback within five (5) calendar days of the deliverable or link being shared via any communication channel. Upon sign-off or deemed acceptance, the project/milestone is complete. The Consultant does not provide free post-production support or bug-fix warranty periods. While the Consultant may perform minor courtesy adjustments at their sole discretion, the Consultant reserves the absolute right to bill any post-acceptance bug fixes, updates, feature tweaks, or modifications at standard hourly rates.

3. Managed Infrastructure, Security, Pre-Work Backups & API Deprecations

• Pre-Existing Data & Pre-Work Backup Duty: Prior to granting the Consultant access to any existing hosting account, cPanel, database, or server environment, the Client is strictly required to create a complete, independent backup of all pre-existing data, files, and databases. The Consultant assumes zero liability for pre-existing code defects, server misconfigurations, or data loss occurring prior to or during initial access.
• Third-Party Liability & SSL: The Consultant utilizes third-party infrastructure for hosting and email services (such as Serverbyt (serverbyt.in), Hostinger, GoDaddy). When hosting is provided via the Consultant's managed infrastructure on Serverbyt, features like SSL certificates are provided strictly as-is based on what the provider offers (e.g., Let's Encrypt). The Consultant does not provide independent warranties or promises regarding SSL renewal success, server uptime, or certificate functionality beyond what is natively supplied by the third-party infrastructure provider. For any premium, custom-validated, or organization-level SSL certificates, the Client is responsible for the purchase and renewal fees.
• Third-Party API & SaaS Deprecations: The Consultant integrates third-party APIs, SaaS platforms, and software vendors (including but not limited to OpenAI, Meta, WhatsApp Business API, Google Maps, Stripe, Razorpay, Zoho, and WordPress plugin developers). The Consultant has zero control over third-party API deprecations, schema changes, pricing adjustments, rate-limit policies, or service outages. Any code updates, refactoring, or migrations required due to third-party API or platform changes post-acceptance are strictly out-of-scope and billable.
• Third-Party Sub-Processors & Freelancer Partner Liability Boundary: The Consultant may engage vetted third-party freelancers, specialist developers, or partner agencies ("Sub-Processors") strictly for executing in-scope project tasks on a need-to-know basis. While the Consultant takes professional care and will inform the Client of third-party involvement, the Consultant assumes no liability for data security breaches, leaks, policy violations, or unauthorized actions occurring within the independent infrastructure, systems, or environments of such third-party sub-processors.
• Third-Party Plugin & Software License Renewals: All third-party commercial software, plugin licenses, SaaS subscriptions (e.g., Shopify Apps, Elementor Pro, ACF, WooCommerce extensions), and API subscriptions are the sole financial responsibility of the Client. The Consultant is not liable for feature breakages or site failures caused by expired third-party licenses or Client non-renewal.
• Post-Handover Security, Hacks & Zero-Day Exploits: The Consultant is not liable for post-acceptance security incidents, unauthorized server access, malware infections, brute-force attacks, zero-day vulnerabilities in third-party plugins/CMS software (such as WordPress core or plugins), or ransomware. Unless the Client maintains an active, paid Security & Maintenance Retainer with the Consultant, all post-handover security remediation, patching, and updates are the sole responsibility of the Client.
• Ownership of Accounts: Upon full and final clearance of all outstanding invoices, the Client owns all purchased domains, email setups, and website instances hosted on accounts acquired on the Client's behalf. Transfer of these assets is subject to a written transition schedule.
• Credential Security Duty: The Client is solely responsible for maintaining the security of all login credentials provided to the Consultant. The Client agrees to rotate and change all administrative passwords immediately upon the completion of any task performed by the Consultant. The Consultant is not liable for unauthorized access or security breaches occurring after work completion.
• Client-Controlled Servers: If the website, database, or email services are hosted on infrastructure controlled directly by the Client, the Client retains exclusive responsibility for security patching, malware mitigation, SSL renewals, database backups, and overall system maintenance.

4. Intellectual Property, Portfolio Rights & Domain Claims

• Conditional Transfer of IP: Subject to the terms herein, all intellectual property rights in custom code, custom graphics, layouts, and unique branding assets developed specifically for the Client shall transfer to the Client only upon full, final, and unconditional clearance of all invoices related to the project. Until all payments for the initial development are paid and cleared in full, the Client does not own the custom code, designs, or layouts, and has no legal right to deploy, modify, or host the deliverables.
• Portfolio & Publicity Rights: Unless restricted by a separate, signed Non-Disclosure Agreement (NDA), the Consultant retains the right to display the Client's logo, business name, website URL, and non-confidential project screenshots on gauravnema.in, in case studies, and in promotional portfolio materials as a demonstration of professional work performed.
• Platform Ownership Exclusions: This transfer of intellectual property does not apply to any of the Consultant's proprietary or custom platforms, SaaS offerings, or networks (including, but not limited to, minipages.in, indianindieartists.com, and their sub-domains/associated codebases). All rights, title, and ownership of these platforms remain exclusively with the Consultant, and the Client is granted only a usage subscription or license as defined in their specific service agreement.
• Template & Third-Party Licensing: In cases where third-party templates, commercial themes, or licensed plugins are utilized during development, the Client is solely responsible for purchasing the required licenses directly from the respective creator or vendor to ensure legal compliance and access to updates. The Consultant does not transfer ownership of third-party assets.
• Consultant IP & Boilerplates: The Consultant retains exclusive ownership and rights over pre-existing templates, framework utilities, boilerplate classes, generic helper scripts, and proprietary tools utilized during development.
• Domain Network Claims: Any site, application, or sub-domain hosted on domains owned or registered by the Consultant (including but not limited to minipages.in and its sub-domains) remains the exclusive property of the Consultant unless explicitly agreed otherwise in a separate signed written agreement.

5. SEO & Search Console Scope

• Separate Offering: Standard project-based website development does not include Search Engine Optimization (SEO) setup, keyword research, meta tag optimization, or Search Console integration unless explicitly purchased as an add-on or detailed as in-scope on the SOW/Invoice.
• Sitemap & Console Connection: Google Search Console connection requires Client-provided administrative access. XML sitemap generation and search console submission are strictly conditional upon the purchase of the Search Console setup service. The Consultant makes no guarantees regarding indexing speed, search engine ranks, or organic traffic volumes.

6. Design, Print & Label Deliverables

For creative design projects involving physical print materials, labels, and product packaging:

• Deliverable File Formats: Print-ready files and source files (e.g., outline PDF, AI, EPS, PSD, or INDD) will be delivered upon final payment clearance. The exact deliverable file formats are dependent on the design software utilized for the project and will be communicated to the Client at the onset of the project.
• Dielines & Bleed Responsibilities: The Client is solely responsible for obtaining and providing accurate physical dieline templates, bleed requirements, and printer specifications directly from their chosen manufacturer or printing vendor. The Consultant will align design layouts to these specifications. The Consultant is not liable for manufacturing errors, alignment offsets, sizing discrepancies, or printing defects resulting from incorrect dielines provided by the Client.
• Regulatory Compliance Disclaimer: The Client retains sole and exclusive responsibility for the compliance, legality, accuracy, and verification of all label content, including but not limited to: ingredient lists, nutritional panels, allergen warnings, barcode data, certification logos (e.g., FSSAI, FDA, or local packaging standards), manufacturer details, and legal compliance text. The Consultant provides design and layout placement services only and does not perform regulatory compliance audits or assume liability for print recalls or compliance violations.
• Print Proofing & Prepress Adjustments: The Consultant is not liable for alterations or errors introduced by the printing vendor during prepress color separation, scaling, or plate adjustments. The Client is strictly required to request, review, and sign off on a physical print proof from their printing vendor prior to launching a full production run.

7. AI-Assisted Engineering, Strategic Suggestions & Warranty Disclaimer

• AI Engineering Tools Disclosure & Liability Release: The Consultant utilizes state-of-the-art AI-assisted software engineering tools (including but not limited to Google Gemini, Antigravity, GitHub Copilot, and LLM-driven coding frameworks) alongside human review, code verification, manual refactoring, and engineering supervision. All deliverables and custom codebases are thoroughly tested and verified by the Consultant prior to delivery. However, AI-assisted tools and open-source models are utilized AS-IS. The Client agrees that AI utilization does not constitute a breach of contract, warranty, or professional duty, and the Client expressly releases the Consultant from any and all liability, claims, or damages arising from undetected AI-assisted code anomalies, third-party model behaviors, or indirect open-source licensing complexities.
• NO GUARANTEE OF RESULTS: All brand strategy, business consultancy, search engine optimization (SEO) advice, marketing plans, and systems engineering suggestions are provided based on professional experience and industry standards. The Consultant does not guarantee specific commercial outcomes, sales targets, web traffic, search engine rankings, conversion rates, or financial gains. The Client implements all strategic recommendations at their own risk.
• "AS-IS" WARRANTY DISCLAIMER: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL SERVICES, CUSTOM CODE, SERVER CONFIGURATIONS, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Limitation of Liability

• Limitation of Damages: IN NO EVENT SHALL THE CONSULTANT BE LIABLE TO THE CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR INTERRUPTION OF BUSINESS SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Liability Cap: THE CONSULTANT'S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO SERVICES RENDERED UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE CONSULTANT UNDER THE SPECIFIC STATEMENT OF WORK OR INVOICE DIRECTLY GIVING RISE TO THE CLAIM.

9. Client Warranties, Non-Solicitation & Prohibited Content

• Client Content Warranties: The Client warrants that all copy, trademarks, graphics, layouts, credentials, and data provided to the Consultant for integration into websites or branding materials are fully owned by the Client or licensed for use.
• Prohibited & Illegal Content Policy: The Client warrants that no deliverables, hosted websites, or assets created under this Agreement shall contain, link to, or promote illegal content, gambling, adult material, deceptive phishing, malware distribution, defamatory material, or trademark/copyright-infringing assets. The Consultant reserves the right to immediately terminate services and remove hosted content without refund if prohibited content is detected.
• Non-Solicitation of Technical Partners: During the term of engagement and for a period of twelve (12) months thereafter, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage any contractor, developer, designer, or specialist introduced by the Consultant for the project.
• Indemnification: The Client agrees to indemnify, defend, and hold the Consultant harmless from and against any and all claims, liabilities, lawsuits, losses, damages, and legal expenses (including reasonable attorney fees) arising from allegations of copyright infringement, trademark violations, data privacy breaches, or illegal content associated with assets provided by the Client.

10. Late Payments, Suspensions & Takedown Liability

• Payment Obligation: Invoices and payments must be settled as per the designated schedule (e.g., immediate, Net-7, or Net-15 as indicated on the invoice).
• Standard Payment Structure & Delivery: Unless explicitly agreed otherwise in writing, all fixed-scope projects require a 50% non-refundable advance payment upon acceptance of the project quotation or commencement of work. The remaining 50% balance must be paid and cleared in full prior to final delivery of files. For website projects, final delivery is defined as supplying the final compiled source files (or sharing administrative credentials if hosted on the Consultant's servers). The Consultant is not responsible for deploying, migrating, configuring, or setting up services on the Client's own hosting infrastructure unless explicitly agreed in writing as an in-scope service on the SOW/Invoice.
• Right of Suspension & Hosting Takedown: If a client fails to make a renewal payment, project invoice, or hosting fee on time, the Consultant reserves the absolute right to immediately bring down the website, suspend email accounts, and disable associated databases after sending a written courtesy reminder.
• Takedown & Legal Action for Extended Delays: If any invoice or renewal payment remains unpaid for more than forty-five (45) calendar days from its due date, the Consultant reserves the right to permanently take down all hosted services (including the website, databases, files, and email configurations) and initiate appropriate legal proceedings to recover outstanding dues, accrued interest, and legal costs.
• Safe Backup & Deletion Notice: Prior to executing a permanent deletion of hosted services under the 45-day non-payment threshold, the Consultant shall provide a final ten (10) day written warning via the Client's registered email address. The Client is solely responsible for exporting and backing up all databases, files, and emails prior to suspension or takedown. The Consultant assumes no liability for loss of data, business disruption, or spoliation of records resulting from takedowns executed in compliance with these terms.
• Release of Suspension Liability: The Consultant shall have zero liability to the Client or any third party for website downtime, email disruptions, loss of data, database unavailability, or business losses resulting from the suspension or permanent takedown of services due to Client non-payment or late renewals.

11. Multi-Channel Communications, Taxation & TDS Policy

• Multi-Channel Communication & Operational Notice: Daily operational communications, milestone updates, preview link shares, QA testing requests, design reviews, and status updates may occur across any convenient channel, including messaging applications (such as WhatsApp, Telegram, or SMS), phone calls, video conferences, or email. Sharing links, code, or notices via messaging platforms or verbal discussions constitutes valid operational notice and constructive delivery. For formal contract terminations or binding contract amendments, notices must be submitted in writing to the primary designated email address: namaste@gauravnema.in. The Client acknowledges that official communications, project updates, and digital invoices may also originate from official `@gauravnema.in` domain addresses (including but not limited to `invoicing-noreply@gauravnema.in`, `noreply@gauravnema.in`, and `contact-form@gauravnema.in`).
• Taxation & TDS Policy: All fee quotes and invoices issued by the Consultant are non-GST, as the Consultant is currently exempt and not registered under the Goods and Services Tax (GST) framework in India. If the Client is a business entity required to deduct Tax Deducted at Source (TDS) under Indian Income Tax regulations (e.g., Section 194C), the Client must issue and provide the official TDS certificate (Form 16A) to the Consultant within standard statutory timelines. The Consultant's Permanent Account Number (PAN) details will be provided to the Client upon written request.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, strikes, lockouts, internet service provider outages, cloud hosting failures, telecommunication failure, governmental mandates, war, riots, pandemics, or debilitating personal illness.

13. Independent Status, Severability & Dispute Resolution

• Independent Contractor Status: The relationship between the Consultant and the Client is strictly that of independent contracting parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, employer-employee relationship, or agency between the parties.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.
• Survival: All clauses regarding Intellectual Property, Warranties, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution shall survive any termination, completion, or cancellation of services.
• Governing Law and Dispute Resolution: Any disputes, claims, or disagreements shall first be addressed through good faith direct mutual discussions. If unresolved, all legal matters arising under these Terms shall be governed by the laws of India, and subject to the exclusive jurisdiction of the courts located in Bhopal, Madhya Pradesh, India.
• Fast-Track Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved through mutual discussion within thirty (30) days shall be referred to and finally resolved by binding arbitration under the Indian Arbitration and Conciliation Act, 1996. The tribunal shall consist of a sole arbitrator appointed mutually by both parties. The seat and venue of arbitration shall be Bhopal, Madhya Pradesh, India, and the proceedings shall be conducted in English.