TERMS AND CONDITIONS OF SERVICE

1. PREAMBLE AND ACCEPTANCE

THIS AGREEMENT ("Agreement" or "Terms") acts as a legally binding electronic contract between SIMPLY FIVE STUDIO, a proprietorship/company incorporated under the laws of India, having its principal place of business at 22, G4, Josier Street, Nungambakkam, Chennai 600034, Tamil Nadu, India (hereinafter referred to as the "Agency," "We," "Us," or "Our"), and the entity or individual accessing Our website or engaging Our services (hereinafter referred to as the "Client," "You," or "Your").

By visiting simplyfivestudio.in ("Website"), requesting a proposal, approving a quotation, or making a payment via Our payment gateways (including Razorpay), You unequivocally acknowledge that You have read, understood, and agree to be bound by these Terms, along with Our Privacy Policy. If You do not agree to these Terms, You are expressly prohibited from using Our Services.

2. INTERPRETATION AND DEFINITIONS

2.1. "Services" shall mean collectively the creative solutions provided by the Agency, including but not limited to Web Solutions, Performance Marketing, Branding, Corporate Communications, Graphic Design, and Print & Signage Fabrication. 2.2. "Deliverables" shall mean the final tangible or intangible products created by the Agency for the Client, such as website source code, logo files, printed materials, or fabricated signage. 2.3. "Proposal" or "Quotation" shall mean the specific document or digital invoice outlining the scope of work, timeline, and costs for a specific project. 2.4. "Intellectual Property Rights" shall mean all copyrights, patents, trademarks, trade secrets, and other proprietary rights.

3. ENGAGEMENT AND SCOPE OF SERVICES

3.1. Digital & Creative Services: For projects involving Web Solutions, Branding, and Design, the specific scope will be defined in the Proposal. The Agency creates designs based on the Client's brief. Revisions are limited to the number specified in the Proposal. Excessive iterations beyond the agreed scope will attract additional charges at Our standard hourly rates.

3.2. Performance Marketing: The Agency acts as a manager for Your ad accounts (Google Ads, Meta Ads, etc.).

• No Guarantee of Results: While We employ industry best practices to optimize campaigns, We do not and cannot guarantee specific results (e.g., ROI, ROAS, number of leads, or sales). Marketing performance is subject to platform algorithms, market volatility, and competitor activity.

• Ad Spend: All media/ad spend is payable directly by the Client to the ad platform. The Agency’s fee is strictly for management and consultation.

3.3. Print & Signage Fabrication:

• Color Variance: The Client acknowledges that color variations may occur between on-screen proofs (RGB) and the final printed/fabricated product (CMYK/Pantone). Such variations constitute acceptable industry standards and shall not be grounds for rejection.

• Dimensions & Specifications: It is the Client’s responsibility to verify all dimensions and material specifications prior to production approval. The Agency is not liable for errors in dimensions provided by the Client.

4. PAYMENT TERMS AND TAXES

4.1. Invoicing & Payment: All payments shall be made in Indian Rupees (INR) for domestic clients or USD/EUR for international clients, as per the invoice. We utilize Razorpay and other authorized gateways for processing transactions.

• Advance Payment: A non-refundable advance (typically 50% or as stated in the Proposal) is mandatory to commence work.

• Balance Payment: The remaining balance is due upon project completion but strictly prior to the handover of final source files or delivery/installation of physical goods.

4.2. Late Fees: Invoices not paid within the stipulated due date (standard Net 7 or Net 15) shall incur a late fee interest of 1.5% per month (18% per annum) on the outstanding amount, calculated from the due date until the date of payment.

4.3. Taxes (GST): All fees quoted are exclusive of Goods and Services Tax (GST) unless explicitly stated otherwise. GST at the prevailing rate (currently 18% for services) will be charged on all invoices to Indian Clients, in compliance with the Central Goods and Services Tax Act, 2017.

5. CLIENT OBLIGATIONS

5.1. Content & Assets: The Client represents and warrants that all materials (text, images, logos, trademarks) provided to the Agency for use in the Deliverables do not infringe upon the Intellectual Property Rights of any third party. The Client grants the Agency a non-exclusive, royalty-free license to use such materials solely for the purpose of the project.

5.2. Approvals: The Client agrees to review proofs, drafts, and prototypes in a timely manner. Failure to provide feedback within five (5) business days may result in project delays or, at the Agency's discretion, may be deemed as automatic approval of the stage.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Ownership Upon Payment: Subject to full payment of all fees and expenses, the Agency assigns to the Client all right, title, and interest in the Final Deliverables.

6.2. Reserved Rights:

• Preliminary Works: The Agency retains ownership of all preliminary drafts, concepts, and designs that are not selected by the Client.

• Agency Tools: The Agency retains all rights to its background technology, proprietary code libraries, and methodologies used to create the Deliverables.

• Portfolio Rights: The Client grants the Agency the right to display the Deliverables in its portfolio, website, and social media for promotional purposes.

7. CONFIDENTIALITY

Both parties agree to treat all non-public information received from the other party as "Confidential Information." Neither party shall disclose such information to any third party without prior written consent, except as required by law or to perform obligations under this Agreement.

8. WARRANTIES AND LIMITATION OF LIABILITY

8.1. Disclaimer: THE SERVICES AND WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.2. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SIMPLY FIVE STUDIO, ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL. THE AGENCY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO THE AGENCY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE INCIDENT.

9. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless SIMPLY FIVE STUDIO and its affiliates against any and all claims, liabilities, damages, losses, and expenses (including legal fees) arising out of or in any way connected with: (a) The Client’s access to or use of the Services; (b) The Client’s violation of these Terms; (c) Any claim that the Client’s content caused damage to a third party or infringed their Intellectual Property Rights.

10. THIRD-PARTY SERVICES

Our Services may rely on third-party tools (e.g., WordPress, Shopify, Google APIs, Meta Business Suite). We are not responsible for any disruption, data loss, or feature deprecation caused by updates or policy changes implemented by these third-party providers.

11. TERMINATION

11.1. Termination for Convenience: Either party may terminate a recurring service (e.g., Retainers) with thirty (30) days' written notice. 11.2. Termination for Cause: The Agency reserves the right to terminate this Agreement immediately if the Client breaches any term hereof (including non-payment) or engages in abusive behavior towards Agency staff. 11.3. Effect of Termination: Upon termination, the Client shall immediately pay for all work completed up to the date of termination.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1. Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of India. The courts located in Chennai, Tamil Nadu, shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

12.2. Dispute Resolution: In the event of any dispute, the parties shall first attempt to resolve the matter amicably through good-faith negotiations within fifteen (15) days. If unresolved, the dispute shall be referred to arbitration in Chennai in accordance with the Arbitration and Conciliation Act, 1996.

13. MISCELLANEOUS

• Force Majeure: We shall not be liable for any failure to perform Our obligations where such failure results from any cause beyond Our reasonable control, including mechanical, electronic, or communications failure or degradation (including "line-noise" interference), acts of God, or pandemics.

• Severability: If any provision of these Terms is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

• Entire Agreement: These Terms, together with the Privacy Policy and any specific Proposal, constitute the entire agreement between the parties.

14. CONTACT INFORMATION

For legal inquiries regarding these Terms, please contact:

SIMPLY FIVE STUDIO 22, G4, Josier Street, Nungambakkam, Chennai 600034, Tamil Nadu, India. Email: hello@simplyfivestudio.com