CLIENT DEPENDENCIES:

• Any input from the Client side such as research data, market understanding, consumer understanding, text, articles, photos, graphics, videos, website backend/social media accounts/handles, ad accounts, etc. Which is relevant for the project should be shared with the Solution Provider for a faster and effective deliverable at the earliest. 

• The Client is expected to provide input, feedback, and approval for the deliverables within 24–48 hours of submission. If the Client wishes to extend the feedback and response time, it must be communicated to the team officially beforehand to ensure alignment. Any delays in providing feedback or approvals will result in a corresponding extension of the project timeline.

• Any delay from the client in delivering the inputs or materials relevant for the project to the solution provider will result in an equivalent extension of the timeline.

• The client agrees to provide content to be used by the agency on the website before/during design phase. Unless content is received, the agency will be using dummy content. Content writing or curation is not part of the scope.

  The Videography & Photography scope is for the assets to be used in the website. Any extensive scope for photos / videos will be considered additional scope. A representative from the client should be assigned to assist the team from agency for an effective and precise output.

  Any input from the client such as research data, market understanding, or consumer understanding should be shared with the agency during the kickoff or at the earliest possible for a faster and effective delivery.  

TIMELINES

These timelines are tentative only, and are subject to change based on scope, process, and progress.

FEE: 

In consideration thereof, the fees payable by the Client are specified in Annexure B hereto (“Fees and Payment Milestone”). The Fees shall be payable within 3 days from the date of receipt of each invoice raised by Life Designer in accordance with the services offered or the sending and receipt of email notifications, whichever is earlier. If the invoice clearance is delayed beyond 3 (Three) weeks, an additional 5% of the invoice value shall be charged per month. For the purpose of this clause, the invoice date shall be deemed the same as the date of milestone approval.

On special cases if we require certain tool/software/services to support our efforts, the cost of the services will be at actuals. We will not purchase or subscribe to such a service or software without pre-approval from the Client. Such charges would be paid by the client additional to the project cost agreed.

ACCEPTANCE, FEEDBACK & ITERATIONS: 

• If the Client does not provide written sign-off or communicate any objections or revisions within a period of five (5) business days from the date of delivery or submission of any project deliverables or requests ("Acceptance Period"), it shall be deemed that the Client has accepted the deliverable or request as presented.

• If the Client delays approvals beyond 14 days, the team working on this project will be reassigned with other projects and if the client wants to restart the work, there will be an additional rescheduling fee of ₹7,000 per week (from day 15) shall be applicable, and a minimum of 4 days will be required to realign the team.

• The Client shall designate a primary point of contact (POC) to coordinate with the project team and provide consolidated feedback from all decision-makers at each stage. Conflicting feedback from multiple decision-makers may lead to categorized timelines and additional revisions. The approvals and feedback provided by the designated POC shall be considered as the final consolidated input from the Client. 

• Once the deliverables are approved by the Client, no further revisions shall be permitted on the same. Any such revisions will be treated as additional effort and categorized as a Change Request, subject to separate estimation and approvals.

ON-SITE MEETINGS:

For client-initiated visits, the client agrees to reimburse travel, accommodation, and meal expenses for the service provider’s personnel. If assigned resources cannot travel, alternate representatives will be sent. Clients are welcome to visit the service provider’s office during standard working hours for project discussions.

INTELLECTUAL PROPERTY RIGHTS: 

Subject to payment for the Services, client will be the sole, absolute, exclusive, worldwide owners of any intellectual property created or generated as a part of the Services provided hereunder except in case of our pre-existing intellectual property or those intellectual property rights which are procured by us on license basis or limited rights basis for and on behalf of client. Solution Provider acknowledges that the Services are provided on a “work for hire” basis. 

CONFIDENTIALITY: 

Both parties shall treat any information, whether written, oral or visual, disclosed to us hereunder and which is expressly demarcated as being confidential (“Confidential Information”), as confidential and shall not disclose directly to any third party unless otherwise requested to do so by the client. 

TERMINATION: 

Either of the parties may, without cause, terminate this engagement by giving the other thirty (30) days prior written notice. In the event of a breach of the terms hereof by either of the parties, the other shall be entitled to terminate this engagement with fifteen (15) days prior written notice provided that such breach is not remedied within the aforesaid notice period. 

If the client decides to discontinue/hold the project once the project has started, the client is liable to pay the milestone amount or an estimate for the hours worked for the effort put in by the solution provider.

FORCE MAJEURE: 

If and to the extent that a Party's performance of any of its obligations under this Agreement, hindered or delayed by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or rebellions or revolutions, any lockdowns/curfew imposed due to COVID pandemic which shall affect the functioning of the Solution Provider or any other similar cause beyond the reasonable control of such Party (each, a "Force Majeure Event"), and such non-performance, hindrance or delay could not have been prevented by reasonable precautions, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use its best efforts to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. 

The Party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other Parties of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event. If the Force Majeure Event continues for a continuous period exceeding 30 (Thirty) days, the Parties shall mutually agree on the future course of action. However, despite all efforts made by the Parties in good faith, if the Force Majeure Event continues for a period of 60 (Sixty) days, either of the Parties shall have the right to terminate this Agreement by giving the other Parties notice of termination in writing.

GOVERNING LAW AND ARBITRATION: 

Disputes between parties shall be sorted out by mutual discussions. Any unresolved disputes of this agreement shall be under the jurisdiction of civil courts in Bangalore Karnataka.

NON-SOLICIT

The client agrees not to solicit any of the employees of the service provider to directly engage in business relations or in any form of professional relations for a period of five (5) years from the beginning of the contract. Neither should the client request, induce, or attempt to influence any employee to curtail or cancel any relationship with the service provider

In case of any such event, the service provider can immediately terminate the contract with the client and the client is liable to pay a fine up to 5 times the project cost.

ENTIRE LETTER: 

This Letter, together with the Annexures together constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior communications.

PAYMENT TERMS AND TIMELINES: 

• Any work beyond the agreed scope will be considered an additional scope and will be charged based on the estimated effort or standard fixed costs, whichever is applicable. Such work will also extend the project timeline proportionally. The time, cost and scope for this additional requirements, Change Requests (CR), or extra iterations shall be discussed and mutually agreed upon, and work will commence only upon receipt of payment for the same.

• Any design services will be given only 2 rounds of revision, any changes more than that will be considered extra work and will be subject to costing.

• Any additional third-party tool subscriptions required are not included in the commercials. The Client shall bear the cost of any additional subscriptions required for the third-party tools they request or require for the project.

• Any deliverables without watermark or in an editable format or transfer of codes to client server - shall be shared with the Client only upon receiving written confirmation or approval of the same and receiving the full payment for the respective deliverables.

• The project timeline begins from the kick-off call between the Solution Provider and the Client, which will take place only after the invoice is raised by the Solution Provider and duly paid by the Client. 

• All payments to be made to the Bank account mentioned below

  • Account Name: Life Designer Private Limited

  • Account No: 313205000946

  • IFSC code: ICIC0003132

  • A/c type: Current

  • Branch: Electronic City Ph. II

• All payments are non-refundable, and an 18% GST will be applicable on the stated services for payments made within India.

• The aforementioned dates are tentative in nature. The timeline is subject to change during the process. Consider the milestone structure as tentative, adaptable based on outcomes and approval process.

For Life Designer Private Limited