Terms of Service

1. Agreement to Terms

By engaging BRIXFLY Services ("Company," "we," "us") for any digital services, you ("Client," "you") agree to be bound by these Terms of Service. These terms constitute a legally binding agreement. If you do not agree, do not engage our services.

2. Scope of Services

We provide digital services including but not limited to: website development, web application development, ecommerce development, CMS website design, mobile app development, UI/UX design, SEO, paid advertising management, social media management, AI automation, and business workflow automation.

The specific scope of each engagement is defined in a separate Statement of Work (SOW), proposal, or written agreement. In case of conflict, the SOW takes precedence over these general terms.

3. Client Obligations

The Client agrees to:

• Provide all required content, assets, credentials, and information in a timely manner
• Respond to communications and approval requests within 48 hours unless otherwise agreed
• Ensure all materials provided do not infringe third-party intellectual property rights
• Make payments on the agreed schedule
• Designate a single point of contact for project decisions
• Not engage in abusive, threatening, or harassing behaviour toward our team

Failure to meet these obligations may result in project delays, additional charges, or termination.

4. Payment Terms

• Deposit: A non-refundable deposit of 50% of the total project cost is required before work begins
• Milestone payments: Remaining balance is due upon completion of agreed milestones
• Retainers: Monthly retainers are due in advance before the start of each billing period
• Late payment: Invoices unpaid after 14 days incur a 2% monthly late fee
• Suspension: We reserve the right to suspend all work if payment is overdue by 7+ days
• Currency: All prices are quoted in USD unless specifically stated otherwise
• Taxes: Prices do not include applicable taxes (GST, VAT) which will be added where legally required

5. Intellectual Property

• Upon full payment: Client receives full ownership of custom-created deliverables (code, designs, content)
• Before full payment: All work remains the intellectual property of BRIXFLY
• Third-party assets: Licenses for fonts, stock images, plugins, and libraries remain subject to their respective terms and are the Client's responsibility to maintain
• Open-source: Code built on open-source frameworks (Next.js, WordPress, etc.) remains subject to those frameworks' licenses
• Portfolio rights: We retain the right to display and reference completed work in our portfolio, case studies, and marketing unless explicitly prohibited in writing

6. Revisions and Change Requests

• Each project includes a defined number of revision rounds as stated in the SOW (typically 2-3 rounds)
• Revisions must be submitted as a single consolidated list per round
• Additional revisions beyond the agreed scope are billed at $75/hour (or INR equivalent)
• Change requests that alter the agreed scope require a new quote and may affect timeline and cost
• "Revision" means modification of existing deliverables — not new additions or complete redesigns

7. Project Timeline and Delays

• Timelines provided are good-faith estimates based on information available at project start
• The Company is not liable for delays caused by: Client response delays, missing assets/content, scope changes, force majeure, or third-party dependencies
• If Client feedback is not received within 7 days of a review request, the deliverable is deemed approved
• Projects inactive for 30+ days due to Client non-response may be archived; reactivation may incur additional fees

8. Warranties and Disclaimers

• We warrant that our work will be completed with reasonable skill and care
• We do NOT guarantee: specific business results, revenue increases, traffic numbers, search rankings, conversion rates, or ROI
• Websites and applications are delivered "as-is" after Client approval
• We are not responsible for issues arising from Client modifications, third-party plugin updates, hosting failures, or changes made by other parties after delivery

9. Limitation of Liability

• Our total liability for any claim arising from our services shall not exceed the total amount paid by the Client for the specific service in question
• We shall not be liable for: lost profits, lost data, business interruption, indirect/incidental/consequential damages, or damages arising from third-party actions
• This limitation applies regardless of the legal theory (contract, tort, negligence, or otherwise)

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless BRIXFLY, its officers, employees, and contractors from any claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising from:

• Client's use of the delivered work
• Client's breach of these terms
• Client-provided content that infringes third-party rights
• Client's violation of applicable laws

11. Confidentiality

Both parties agree to keep confidential any proprietary information disclosed during the engagement. This includes business strategies, pricing, technical architecture, and credentials. This obligation survives termination for 2 years.

12. Termination

• By Client: Client may terminate with 14 days written notice. Payment is due for all work completed plus any committed third-party costs.
• By Company: We may terminate immediately if: payment is overdue 14+ days, Client breaches these terms, or Client engages in abusive conduct.
• Effect of termination: Completed work is delivered upon payment. Deposits are non-refundable. Ongoing retainers are non-refundable for the current period.

13. Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond reasonable control including: natural disasters, war, pandemic, government actions, internet outages, or cyberattacks.

14. Non-Solicitation

During the engagement and for 12 months after, Client agrees not to directly solicit or hire any BRIXFLY team member or contractor who worked on their project.

15. Dispute Resolution

• Disputes shall first be resolved through good-faith negotiation
• If unresolved within 30 days, disputes shall be submitted to binding arbitration in India
• The prevailing party shall be entitled to recover reasonable legal fees
• These terms are governed by the laws of India

16. Severability

If any provision is found unenforceable, the remaining provisions remain in full force and effect.

17. Entire Agreement

These terms, together with any SOW, constitute the entire agreement. No verbal agreements or representations are binding unless confirmed in writing.

18. Amendments

We reserve the right to update these terms. Changes are effective upon posting. Continued engagement constitutes acceptance.

19. Contact

Questions: support@brixfly.com