Terms of Service

Acceptance of Terms

Effective Date: January 21, 2026 | Version 8.0.6

This Terms of Service Agreement ("Agreement") is entered into between Brandwits, a software development agency registered and operating in Bangalore, Karnataka, India ("Company", "we", "us", or "our"), and the individual or legal entity engaging our services or accessing our website ("Client", "you", or "your"). By engaging our services, signing a project proposal, or accessing our website, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement.

1. Definitions

"Services" means all software development, UI/UX design, technical consulting, and related work provided by Brandwits. "Project" means any specific engagement, deliverable, or scope of work agreed upon in writing between both parties. "Deliverables" means any work product including source code, design files, documentation, or other outputs produced by Brandwits. "Statement of Work (SOW)" means a signed document defining the scope, timeline, milestones, and fees for a specific project. "Confidential Information" means any non-public business, technical, financial, or proprietary information disclosed between the parties. "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, source code, and proprietary methods.

2. Scope of Services

Brandwits provides professional software development and technology services including but not limited to:

• Web and mobile application development

• UI/UX design for web and mobile platforms

• Custom API and backend development

• Technical discovery, system architecture, and planning

• DevOps, deployment, and cloud infrastructure support

• Ongoing engineering support and product maintenance

The specific scope, timeline, fees, and deliverables for each engagement shall be defined in a separate Statement of Work or project agreement executed by both parties. Any work outside the agreed scope requires a written change order approved by both parties prior to commencement and may result in additional charges.

3. Client Obligations

3.1 Project Information

• Provide complete, accurate, and timely project requirements, objectives, and specifications

• Supply all necessary content, digital assets, brand materials, and access credentials required to perform the services

• Review all submitted work and provide written approval or feedback within the agreed timeframe

• Warrant that you hold full legal rights, licenses, and permissions to all materials, content, and assets provided to Brandwits

3.2 Communication and Approvals

• Designate a single authorised point of contact for all project-related communications

• Respond to requests for feedback, approvals, or clarification within agreed timeframes

• Acknowledge that delays in client response, approvals, or content delivery may directly impact project timelines; Brandwits shall not be held liable for resulting delays

3.3 Cooperation

• Cooperate in good faith throughout the engagement and ensure all relevant stakeholders are accessible and engaged

• Promptly notify Brandwits of any changes to project requirements, business objectives, or key personnel

4. Payment Terms

4.1 Fees and Invoicing

• All fees, payment schedules, and billing milestones are defined in the project SOW or agreement

• Invoices are due and payable within 15 calendar days of issuance, unless otherwise agreed in writing

• Brandwits reserves the right to adjust pricing for ongoing retainer engagements with a minimum of 30 days written notice

4.2 Late Payments

• Invoices not settled by the due date may incur a late fee of 1.5% per month on the outstanding balance

• Brandwits reserves the right to suspend all active work until outstanding invoices are settled in full

• The Client shall be liable for all reasonable costs of collection, including legal fees, in the event of non-payment

4.3 Taxes

• All fees quoted are exclusive of applicable taxes, levies, or duties including GST

• The Client is responsible for paying all applicable taxes unless Brandwits is legally required to collect and remit them

4.4 Refunds

• Fees paid for services rendered are non-refundable

• In exceptional circumstances, partial refunds may be considered at the sole discretion of Brandwits based on the stage of completion and nature of the dispute

5. Intellectual Property Rights

5.1 Client-Owned Materials The Client retains full ownership of all content, data, logos, trademarks, and proprietary materials provided to Brandwits for use in the project.

5.2 Transfer of Deliverables

• Upon receipt of full and final payment, Brandwits assigns to the Client all rights, title, and interest in the agreed final deliverables, including source code and design files

• No intellectual property rights are transferred until all outstanding payments have been received in full

5.3 Brandwits Retained Rights

• Brandwits retains ownership of all proprietary tools, frameworks, methodologies, templates, and pre-existing intellectual property used in delivering the services

• Brandwits is granted a non-exclusive, royalty-free, perpetual license to display completed work in its portfolio, case studies, and marketing materials, unless explicitly restricted in writing by the Client prior to project commencement

5.4 Third-Party Components

• Projects may incorporate open-source software, licensed fonts, stock assets, or third-party plugins

• Brandwits will notify the Client of any third-party components requiring separate licensing

• The Client is responsible for obtaining and maintaining all required third-party licenses post-handoff

6. Confidentiality

6.1 Mutual Obligation Both parties agree to hold in strict confidence all Confidential Information disclosed during the engagement and to use such information solely for the purpose of fulfilling obligations under this Agreement. Neither party shall disclose Confidential Information to any third party without prior written consent.

6.2 Exclusions Confidentiality obligations do not apply to information that is: (a) already publicly known through no fault of the receiving party; (b) independently developed without reference to Confidential Information; (c) received from a third party without restriction; or (d) required to be disclosed by law or court order, provided the disclosing party gives prompt written notice.

6.3 Non-Solicitation During the term of this Agreement and for a period of twelve (12) months following its termination, the Client agrees not to directly solicit, recruit, or hire any employee, contractor, or consultant of Brandwits who was involved in the delivery of services under this Agreement.

6.4 Duration All confidentiality obligations under this Agreement shall survive termination for a period of two (2) years.

7. Project Timelines and Delays

7.1 Estimated Timelines

• All project timelines are estimates based on the agreed scope and mutual cooperation

• Brandwits will make commercially reasonable efforts to meet all agreed milestones and deadlines

7.2 Client-Caused Delays

• Delays resulting from late approvals, missing content, scope changes, or lack of client availability will extend project timelines accordingly

• Brandwits shall not be held responsible or penalised for delays directly attributable to the Client

7.3 Paused or Abandoned Projects

• If a project is delayed for more than 30 consecutive days due to lack of client communication or inaction, Brandwits reserves the right to formally pause the engagement

• Resumption of a paused project is subject to a reactivation fee and revised timelines based on current team availability

• Projects inactive for more than 90 days without written communication may be considered abandoned, and all fees paid to date shall be forfeited

8. Revisions and Change Management

8.1 Included Revisions

• Each project includes a defined number of revision rounds as specified in the SOW

• Revisions are limited to modifications within the original agreed scope of work

8.2 Out-of-Scope Changes

• Any additions, changes, or new requirements outside the agreed scope must be documented in a written change order

• Change orders will outline the additional cost, timeline impact, and must be approved in writing by the Client before work begins

9. Independent Contractor Relationship

Brandwits operates as an independent contractor and not as an employee, partner, agent, or joint venture partner of the Client. Nothing in this Agreement shall be construed to create an employment relationship. Brandwits retains the right to perform services for other clients during the term of this Agreement, provided such work does not conflict with the Client's confidentiality obligations.

10. Warranties and Representations

10.1 Brandwits Warranties

• Services will be performed in a professional and workmanlike manner consistent with industry standards

• To the best of our knowledge, deliverables will not infringe upon the intellectual property rights of any third party

10.2 Client Warranties

• You have full legal authority to enter into this Agreement and to fulfil your obligations hereunder

• All materials, content, and information provided to Brandwits are accurate and do not infringe upon any third-party rights

10.3 Disclaimer Except as expressly stated herein, all services are provided "as is" without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

11. Limitation of Liability

To the fullest extent permitted by applicable law, Brandwits shall not be liable for:

• Any indirect, incidental, consequential, special, or punitive damages

• Loss of profits, revenue, business opportunities, data, or goodwill

• Damages resulting from third-party platform failures, outages, or API changes

• Security breaches or unauthorised access outside Brandwits's reasonable control

• Outcomes or business results following client acceptance and project handoff

In all cases, Brandwits's total cumulative liability under this Agreement shall not exceed the total fees paid by the Client for the specific project giving rise to the claim in the twelve (12) months preceding the claim.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless Brandwits and its directors, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses including reasonable legal fees arising out of or related to:

• The Client's use of the deliverables in violation of any applicable law

• Any content, data, or materials provided by the Client that infringe third-party rights

• The Client's breach of any representation, warranty, or obligation under this Agreement

13. Data Protection and Privacy

Brandwits processes personal data in accordance with applicable Indian data protection laws including the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023. Both parties agree to implement appropriate technical and organisational measures to protect any personal data processed in connection with this Agreement. Brandwits's full Privacy Policy is available on our website.

14. Termination

14.1 Termination for Cause Either party may terminate this Agreement with 14 days written notice if the other party materially breaches any term and fails to cure such breach within the notice period.

14.2 Termination for Convenience

• Either party may terminate this Agreement for convenience with 30 days written notice

• Upon termination, the Client is liable for all work completed and expenses incurred up to the termination date

• Brandwits will deliver all completed and in-progress work upon receipt of final payment

• All confidentiality, intellectual property, and indemnification provisions survive termination

14.3 Immediate Termination Brandwits reserves the right to terminate this Agreement immediately and without notice if the Client engages in unlawful activity, fails to make payment after written notice, or acts in material bad faith.

15. Dispute Resolution

15.1 Good Faith Negotiation Both parties agree to attempt to resolve any dispute through good faith negotiation within 30 days of written notice before pursuing formal legal remedies.

15.2 Arbitration If a dispute cannot be resolved through negotiation, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 of India. The arbitration shall be conducted by a sole arbitrator mutually appointed by both parties, in the English language, in Bangalore, Karnataka.

15.3 Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act, 1872 and the Information Technology Act, 2000. Subject to the arbitration clause above, the courts of Bangalore, Karnataka shall have exclusive jurisdiction.

16. Force Majeure

Neither party shall be held liable for any failure or delay in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, civil unrest, power failures, or internet infrastructure outages. The affected party must notify the other in writing within 5 business days of the occurrence.

17. Electronic Acceptance

The Client acknowledges that electronic acceptance of a proposal, SOW, or this Agreement via email confirmation, digital signature, or commencement of services constitutes a valid and binding acceptance of these Terms of Service, equivalent to a handwritten signature under applicable Indian law including the Information Technology Act, 2000.

18. General Provisions

18.1 Entire Agreement This Agreement, together with any signed SOW or project proposal, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements relating to the subject matter herein.

18.2 Amendments Any modifications to this Agreement must be made in writing and signed by authorised representatives of both parties. Brandwits reserves the right to update these Terms for new engagements with reasonable notice.

18.3 Severability If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

18.4 Waiver Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

18.5 Assignment The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Brandwits. Brandwits may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.

Contact Information

For any questions or legal notices regarding this Agreement, please contact us at:

Email: hello@brandwits.com Website: brandwits.com
Location: Bangalore, Karnataka, India