Biosphere.Studio

    Terms and Conditions

    Preamble

    These Terms and Conditions ("Terms", "Agreement") govern your access to and use of the website https://biosphere.studio (the "Site") operated by Biosphere Studio ("Agency", "We", "Us", "Our"), a digital product development agency located in Bangalore, Karnataka, India, and the procurement of any services ("Services") offered by the Agency.

    By accessing the Site, requesting a quotation, signing a Statement of Work or Proposal referencing these Terms, making any payment to the Agency, or otherwise engaging the Agency for Services, you ("Client", "User", "You", "Your") agree to be legally bound by these Terms in their entirety. If you do not agree with any part of these Terms, you must not use the Site or engage the Agency's Services. Specific project engagements may be further detailed in a separate Statement of Work ("SOW") or Client Proposal ("Proposal"), which shall incorporate these Terms by reference and form part of the overall Agreement.

    1. Introduction and Acceptance of Terms

    • 1.1 Binding Agreement: These Terms constitute a legally binding contract governing the relationship between the Client/User and Biosphere Studio. They apply to all Services provided by the Agency and the use of the Site, unless explicitly modified by a mutually signed SOW or Proposal. The Contract, comprising these Terms and any applicable SOW/Proposal, represents the complete understanding between the parties regarding the Services.
    • 1.2 Acceptance: Your use of the Site, acceptance of a Quotation, execution of an SOW/Proposal, submission of payment, or instruction to the Agency to commence work signifies your unconditional acceptance of these Terms. You acknowledge that you have not relied on any statement, promise, or representation made by the Agency that is not explicitly set out in the Contract.
    • 1.3 Eligibility: By accepting these Terms, you represent that you are at least 18 years of age and possess the legal authority and capacity to enter into a binding contract, either personally or on behalf of the entity you represent. Use of the Services by minors is permissible only with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms.
    • 1.4 Scope: These Terms govern all aspects of the Client-Agency relationship, including initial consultations, project execution, website usage, and post-delivery support, unless a specific clause is expressly varied in a written SOW or Proposal signed by both parties. Any samples, drawings, or descriptive materials issued by the Agency are for illustrative purposes only and do not form part of the Contract. Quotations provided by the Agency are valid for 21 Business Days unless otherwise stated.

    2. Definitions

    To ensure clarity and avoid ambiguity, the following terms shall have the meanings ascribed to them below when used in this Agreement:

    | Term | Definition | | :---- | :---- | | Agency / Biosphere Studio | Biosphere Studio, a digital product development agency with its principal place of business in Bangalore, Karnataka, India. | | Client | The individual, company, or other legal entity purchasing Services from the Agency. | | Agreement / Terms | These Terms and Conditions, together with any applicable Statement of Work (SOW), Proposal, and the Privacy Policy, constitute the entire agreement between the Agency and the Client. | | Services | The digital product development services provided by the Agency, including but not limited to custom website development, e-commerce platform creation, marketing dashboard implementation, mobile application development, web portal design, SaaS product development, membership platform creation, event management software development, and related design, development, consulting, and support services, as further detailed in a specific SOW or Proposal. | | Deliverables | The specific work products, software, code, designs, documentation, reports, or other materials created by the Agency specifically for the Client as part of the Services outlined in an applicable SOW or Proposal. | | Intellectual Property Rights (IPR) | All rights in patents, utility models, copyrights, trademarks, service marks, trade names, domain names, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. | | Client Materials | Any data, information, content, logos, trademarks, images, text, or other materials provided by the Client to the Agency for use in connection with the Services. | | Agency Background IP | Any Intellectual Property Rights owned by or licensed to the Agency that existed prior to the commencement of the Services under an SOW or were developed by the Agency independently of the SOW, including but not limited to the Agency's proprietary tools, software libraries, code frameworks, methodologies, processes, and know-how used in providing the Services. | | Confidential Information | Any information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, business plans, financial data, customer lists, technical information, source code, project details, and any Personal Data shared between the parties. | | Personal Data | As defined under the DPDP Act: "any data about an individual who is identifiable by or in relation to such data". This includes information such as names, contact details, identification numbers, location data, online identifiers, etc. | | Processing | As defined under the DPDP Act: "a wholly or partly automated operation or set of operations performed on digital personal data, and includes operations such as collection, recording, organisation, structuring, storage, adaptation, retrieval, use, alignment or combination, indexing, sharing, disclosure by transmission, dissemination or otherwise making available, restriction, erasure". | | Data Principal | As defined under the DPDP Act: "the individual to whom the personal data relates and where such individual is— (i) a child, includes the parents or lawful guardian of such a child; (ii) a person with disability, includes her lawful guardian, acting on her behalf". | | Data Fiduciary | As defined under the DPDP Act: "any person who alone or in conjunction with other persons determines the purpose and means of processing of personal data". Typically, the Client acts as the Data Fiduciary concerning end-user data processed via the Deliverables. The Agency may act as a Data Fiduciary for its own operational data (e.g., website visitors, client contacts). | | Data Processor | As defined under the DPDP Act: "any person who processes personal data on behalf of a Data Fiduciary". The Agency typically acts as a Data Processor when handling Client-provided Personal Data as part of the Services, under the Client's instructions. | | Personal Data Breach | As defined under the DPDP Act: "any unauthorised processing of personal data or accidental disclosure, acquisition, sharing, use, alteration, destruction or loss of access to personal data, that compromises the confidentiality, integrity or availability of personal data". | | DPDP Act | The Digital Personal Data Protection Act, 2023, of India, along with any rules, regulations, or amendments issued thereunder. | | Data Protection Board (DPB) | The Data Protection Board of India, the adjudicatory body established under the DPDP Act responsible for determining non-compliance and imposing penalties. | | Site | The official website of Biosphere Studio, accessible at https://biosphere.studio . | | SOW / Proposal | A Statement of Work or Client Proposal document detailing the specific Services, Deliverables, timelines, fees, and other project-specific terms agreed upon by the Client and Agency, incorporating these Terms by reference. |

    3. Services Provided by Biosphere Studio

    • 3.1 Description of Services: The Agency offers a range of digital product development services tailored to client needs. These services typically include, but are not limited to: Custom Website Development, E-commerce Platform Development, Marketing Dashboard Creation, Mobile Application Development (iOS and Android), Web Portal Development, Software-as-a-Service (SaaS) Product Development, Membership or Subscription Platform Development, and Event Management Software Development. The precise scope, features, functionalities, and specifications for the Services provided to a specific Client will be detailed in the relevant SOW or Proposal agreed upon by both parties.
    • 3.2 Service Standards: The Agency warrants that it will perform the Services using suitably qualified personnel and employ reasonable care, skill, and diligence, consistent with industry standards. The Services and resulting Deliverables will conform in all material respects with the specifications mutually agreed upon in the applicable SOW or Proposal.
    • 3.3 Timelines: Any performance dates, milestones, or project timelines specified in an SOW, Proposal, or other communication (such as those potentially outlined in Exhibit B of a template agreement or described in standard SOWs) are estimates only. While the Agency will use reasonable endeavors to meet these dates, time shall not be deemed of the essence for the provision of Services unless explicitly agreed otherwise in writing. The Agency shall not be held liable for delays caused by factors beyond its reasonable control, including Client delays in providing necessary information or approvals, or Force Majeure events as defined herein. The Agency positions itself as delivering projects efficiently, often described as "2X Faster", which relies on streamlined processes and client cooperation. Delays originating from the client side can significantly impact these projected timelines.
    • 3.4 Changes to Services/Scope: Should the Client request modifications to the agreed-upon scope of Services or Specifications detailed in an SOW/Proposal, such requests must be submitted in writing as a Change Request. The Agency will evaluate the feasibility, potential impact on project timelines, and additional costs associated with the Change Request. The Agency will provide a written response, and any changes to the scope, timeline, or fees must be mutually agreed upon in writing (e.g., via a Change Order or amended SOW) before implementation begins. The Agency reserves the right to make changes to the Services if necessary to comply with applicable laws or safety requirements.
    • 3.5 Subcontracting: The Agency reserves the right to engage subcontractors, affiliates, or third-party service providers to perform certain aspects of the Services. Notwithstanding any subcontracting arrangement, the Agency shall remain primarily liable to the Client for the performance of the Services in accordance with this Agreement.

    4. Client Obligations

    • 4.1 Cooperation: The Client agrees to cooperate fully and in a timely manner with the Agency to facilitate the provision of the Services. This includes providing access to relevant personnel, systems, platforms, accounts (as might be listed in an SOW), data, and Client Materials as reasonably required by the Agency. Timely provision of feedback, decisions, and approvals is essential for project progress.
    • 4.2 Accuracy of Information: The Client warrants that all information, data, and Client Materials provided to the Agency are accurate, complete, and up-to-date to the best of the Client's knowledge. The Agency relies on this information for the execution of the Services.
    • 4.3 Client Materials: The Client grants the Agency a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display the Client Materials solely for the purpose of performing the Services under this Agreement. The Client warrants that it owns or has obtained all necessary rights, licenses, and consents to provide the Client Materials to the Agency and that the Agency's use of such materials in accordance with this Agreement will not infringe upon the Intellectual Property Rights or privacy rights of any third party.
    • 4.4 Approvals and Feedback: The Client shall designate a representative with the authority to provide timely approvals and feedback as required throughout the project lifecycle, according to the milestones and timelines specified in the SOW/Proposal. Delays in providing feedback or approvals may result in adjustments to project timelines and potentially incur additional costs, for which the Client shall be responsible.
    • 4.5 Compliance with Laws: The Client is solely responsible for ensuring that its business operations, the content provided (Client Materials), and its use of the Services and Deliverables comply with all applicable Indian and international laws, regulations, and industry standards.
    • 4.6 DPDP Act Duties: The Client acknowledges its responsibilities under the DPDP Act. If the Client provides Personal Data to the Agency for Processing, the Client warrants that it has obtained all necessary consents from Data Principals or has established another valid lawful basis under the DPDP Act (e.g., legitimate use under Section 7) for such Processing. The Client further acknowledges the duties imposed on Data Principals under Section 15 of the DPDP Act, such as the duty not to furnish false particulars or register frivolous grievances, and agrees to comply with these duties when interacting with the Agency or utilizing the Services. Providing inaccurate or unlawfully obtained Personal Data can create significant compliance risks for both parties under the stringent penalty regime of the DPDP Act.

    5. Fees, Invoicing, and Payment Terms

    • 5.1 Fees: The fees payable by the Client for the Services shall be as specified in the applicable SOW or Proposal. Fees may be structured as a fixed project fee, based on hourly or daily rates, or as a recurring monthly retainer/subscription fee, as agreed.
    • 5.2 Payment Schedule: Unless otherwise specified in the SOW/Proposal, payment schedules typically involve an advance payment before commencement of work (e.g., 50% of the total fee) and subsequent payments upon achievement of agreed milestones or completion of the project. For ongoing retainer or subscription services, fees are typically payable monthly in advance. The absence of specific details from the client proposal necessitates reliance on these standard industry practices.
    • 5.3 Invoicing: The Agency shall issue invoices to the Client in accordance with the payment schedule outlined in the SOW/Proposal. All invoices are due and payable upon receipt, or within a specified period (e.g., 7 days) from the invoice date, unless otherwise agreed in writing.
    • 5.4 Late Payments: Payments not received by the due date will be considered overdue. The Agency reserves the right to charge interest on overdue amounts at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, calculated from the due date until the date of payment. Furthermore, the Agency may suspend the provision of Services or withhold Deliverables if payments are significantly delayed. An administrative fee may be charged for declined payments or payment processing failures. Consistent failure to make timely payments may constitute a material breach of this Agreement.
    • 5.5 Taxes: All fees quoted and invoiced by the Agency are exclusive of any applicable taxes, including Goods and Services Tax (GST), duties, levies, or other governmental charges. The Client shall be responsible for paying all such applicable taxes in addition to the agreed fees. The Agency will clearly state the applicable taxes on its invoices.
    • 5.6 Expenses: Unless explicitly included in the fixed fee within the SOW/Proposal, the Client agrees to reimburse the Agency for reasonable pre-approved out-of-pocket expenses incurred in connection with the provision of Services. Such expenses may include travel, accommodation, third-party software licenses, stock photography, or specialized tools. The Agency will seek prior written approval from the Client for any significant expenses.

    6. Intellectual Property Rights (IPR)

    • 6.1 Client Materials: The Client shall retain all right, title, and interest, including all Intellectual Property Rights, in and to the Client Materials provided to the Agency. The Client grants the Agency a limited, non-exclusive, royalty-free license to use the Client Materials solely for the purpose of performing the Services during the term of the relevant SOW/Agreement.
    • 6.2 Agency Background IP: The Agency shall retain all right, title, and interest, including all Intellectual Property Rights, in and to its Agency Background IP. This includes any tools, methodologies, software libraries, code snippets, frameworks, know-how, or other intellectual property developed or acquired by the Agency prior to or independently of this Agreement. The Client acknowledges that the Agency utilizes its Background IP to enhance efficiency and quality, contributing to the promised speed of delivery.
    • 6.3 Deliverables: Subject to the Client's full and final payment of all fees due under the applicable SOW/Agreement, the Agency hereby assigns to the Client all right, title, and interest, including all Intellectual Property Rights (such as copyright under the Indian Copyright Act, 1957), in and to the Deliverables specifically created by the Agency for the Client under that SOW. This assignment pertains only to the unique elements created specifically for the Client and does not include any Agency Background IP or Third-Party Materials incorporated therein. This explicit assignment upon payment is crucial under Indian law, where copyright initially vests with the creator (the Agency) unless otherwise agreed.
    • 6.4 License to Client: To the extent that Agency Background IP is incorporated into or is necessary for the Client to use the Deliverables as intended, the Agency grants the Client a perpetual, worldwide, non-exclusive, royalty-free, non-transferable (except as part of a sale of the Client's business) license to use such Agency Background IP solely as embedded within or in conjunction with the Deliverables. This license allows the Client to fully utilize the final product while protecting the Agency's reusable assets.
    • 6.5 Restrictions: The Client agrees not to reverse-engineer, decompile, disassemble, copy, reproduce, sell, resell, or otherwise exploit any Agency Background IP or any portion of the Services themselves, except as expressly permitted by the license granted in Section 6.4.
    • 6.6 Third-Party Materials: The Agency may incorporate third-party materials (e.g., open-source software components, stock images, licensed fonts) into the Deliverables. The use of such materials is governed by their respective third-party licenses. The Agency will inform the Client of any significant third-party components included and provide relevant license information where reasonably possible. The Client is responsible for complying with the terms of such third-party licenses. The Agency makes no warranties regarding third-party materials beyond those provided by the original licensor.

    7. Confidentiality Obligations

    • 7.1 Definition: "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, technical data, trade secrets, know-how, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, business information, and any Personal Data shared between the parties.
    • 7.2 Obligations: The Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) use such Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement; (c) protect such Confidential Information using at least the same degree of care that it uses to protect its own confidential information of like importance, but in no event less than reasonable care; and (d) limit disclosure of Confidential Information to its employees, contractors, agents, or legal/financial advisors ("Representatives") who have a need to know such information for the purposes of this Agreement and who are bound by written confidentiality obligations at least as protective as those herein. The Receiving Party shall be responsible for any breach of these confidentiality obligations by its Representatives. The inclusion of Personal Data within this definition underscores the need for alignment with DPDP Act requirements.
    • 7.3 Exclusions: The obligations under Section 7.2 shall not apply to information that the Receiving Party can demonstrate: (a) was already lawfully known to the Receiving Party at the time of disclosure, free of any obligation of confidentiality; (b) was or becomes generally available to the public other than through a breach of this Agreement by the Receiving Party or its Representatives; (c) was received from a third party who obtained such information lawfully and was under no obligation of confidentiality; or (d) was independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.
    • 7.4 Compelled Disclosure: If the Receiving Party is compelled by law, regulation, or court order to disclose any Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prompt prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
    • 7.5 Duration: The obligations of confidentiality set forth herein shall survive the termination or expiration of this Agreement for a period of [e.g., three (3) or five (5)] years thereafter. However, obligations concerning Personal Data shall survive for as long as required by applicable data protection laws, including the DPDP Act's data retention principles. Obligations concerning trade secrets shall survive indefinitely for as long as they remain trade secrets under applicable law.
    • 7.6 Return/Destruction: Upon the termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party or, at the Disclosing Party's option, securely destroy all Confidential Information of the Disclosing Party in its possession or control, including all copies thereof, and certify such destruction in writing. Notwithstanding the foregoing, the Receiving Party may retain copies required for compliance with applicable law or regulation or established archival policies, provided such retained information remains subject to the confidentiality obligations herein.

    8. Data Protection and Privacy

    • 8.1 Compliance with Laws: Both the Agency and the Client commit to complying with all applicable data protection laws and regulations concerning the Processing of Personal Data under or in connection with this Agreement. This specifically includes adherence to the provisions of the Digital Personal Data Protection Act, 2023 (DPDP Act) and any rules or guidelines issued thereunder.
    • 8.2 Roles under DPDP Act: The parties acknowledge their respective roles under the DPDP Act concerning Personal Data Processed pursuant to this Agreement.
      • (a) Client as Data Fiduciary: For Personal Data relating to the Client's customers, end-users, employees, or other individuals whose data is provided by the Client to the Agency for Processing as part of the Services (e.g., user data for an app, customer lists for a marketing dashboard), the Client shall typically be the Data Fiduciary. The Client is responsible for determining the purposes and means of Processing and ensuring a lawful basis for such Processing.
      • (b) Agency as Data Processor: When Processing Personal Data described in 8.2(a) on behalf of the Client, the Agency shall act as a Data Processor. The Agency will Process such Personal Data solely based on the Client's documented instructions as set forth in this Agreement and the relevant SOW.
      • (c) Agency as Data Fiduciary: For Personal Data collected directly by the Agency for its own purposes (e.g., information collected from visitors to the Agency's Site, contact details of Client representatives for account management), the Agency shall act as the Data Fiduciary and Process such data in accordance with its Privacy Policy.
    • 8.3 Agency's Obligations as Data Processor: When acting as a Data Processor for the Client, the Agency shall:
      • (a) Process only on Instructions: Process Client-provided Personal Data only in accordance with the Client's lawful and documented instructions as specified in this Agreement and the applicable SOW, unless required to do otherwise by applicable Indian law.
      • (b) Confidentiality: Ensure that its personnel authorized to Process the Personal Data are subject to appropriate confidentiality obligations.
      • (c) Security Safeguards: Implement and maintain appropriate technical and organizational measures ("reasonable security safeguards") to protect the Personal Data against Personal Data Breaches, as required by Section 8(5) of the DPDP Act. These measures shall be designed to ensure a level of security appropriate to the risk, potentially including measures like encryption, access controls, logging, regular monitoring, and vulnerability management, consistent with guidance under the Draft DPDP Rules (Rule 6).
      • (d) Assistance with Data Principal Rights: Taking into account the nature of the Processing, provide reasonable assistance to the Client (Data Fiduciary) in fulfilling its obligations to respond to requests from Data Principals exercising their rights under Chapter III of the DPDP Act (including rights to access, correction, erasure, and grievance redressal).
      • (e) Breach Notification to Client: Notify the Client without undue delay after becoming aware of a Personal Data Breach affecting Client-provided Personal Data. The Agency will provide reasonable cooperation to the Client in investigating and mitigating the breach.
      • (f) Data Deletion/Return: Upon termination of the relevant Services or upon the Client's written instruction, delete or return all Client-provided Personal Data to the Client, unless retention is required by applicable law. Data retention must align with the purpose limitation principle of the DPDP Act.
      • (g) Audits: Make available to the Client information reasonably necessary to demonstrate compliance with the obligations laid down in this Section 8.3 and allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client (subject to reasonable notice and confidentiality obligations, potentially at the Client's expense).
      • (h) Sub-processing: Not engage any other processor ("Sub-processor") to Process Client-provided Personal Data without the Client's prior specific or general written authorization. In the case of general authorization, the Agency shall inform the Client of any intended changes concerning the addition or replacement of Sub-processors, thereby giving the Client the opportunity to object. The Agency shall ensure that any engaged Sub-processor is bound by a written contract imposing data protection obligations equivalent to those set out in this Section 8.3. A list of current Sub-processors may be provided upon request or in an Annex.
    • 8.4 Client's Obligations as Data Fiduciary: When the Client acts as the Data Fiduciary, the Client warrants that:
      • (a) Lawful Basis: It has a valid lawful basis under the DPDP Act (Consent under Section 6 or Legitimate Use under Section 7) for the collection, Processing, and transfer of Personal Data to the Agency as contemplated by this Agreement.
      • (b) Notices and Consents: It has provided all necessary notices to Data Principles and obtained all necessary consents required under the DPDP Act for the Processing activities instructed to the Agency. Consent must meet the standards of being free, specific, informed, unconditional, and unambiguous with clear affirmative action.
      • (c) Accuracy: It has taken reasonable steps to ensure the accuracy and completeness of the Personal Data provided to the Agency.
    • 8.5 Data Breach Notification: In the event of a Personal Data Breach, the Data Fiduciary (typically the Client) is responsible for notifying the Data Protection Board (DPB) and affected Data Principals in the form and manner prescribed under the DPDP Act (Section 8(6)) and its associated rules (Draft Rule 7). Draft Rule 7 suggests a potential 72-hour timeline for detailed notification to the DPB. If a breach occurs within the Agency's systems (when acting as Processor), the Agency will promptly notify the Client to enable the Client to meet its statutory notification obligations. The Agency will provide reasonable assistance to the Client in investigating, mitigating, and notifying the breach. The specific format and content of notifications should follow the requirements outlined in Draft Rule 7 or subsequent final rules.
    • 8.6 Cross-Border Data Transfer: Personal Data provided by the Client may be Processed by the Agency or its Sub-processors in locations outside of India. The DPDP Act (Section 16) permits such transfers by default, unless the transfer is to a country or territory specifically restricted ("blacklisted") by the Central Government of India via notification. The Agency will not knowingly transfer Personal Data to a restricted country. While the DPDP Act itself does not mandate specific transfer mechanisms like Standard Contractual Clauses (SCCs) or Binding Corporate Rules (BCRs) in the same way as GDPR, the Agency commits to ensuring that any cross-border transfer complies with Section 16 of the DPDP Act and any applicable rules or sectoral regulations imposing higher standards. The Client acknowledges the inherent security risks associated with transmitting data over the internet.
    • 8.7 Privacy Policy Reference: For details on how Biosphere Studio collects, uses, shares, and protects Personal Data when acting as a Data Fiduciary (e.g., in relation to visitors of the Site, prospective clients, and Client contact persons), please refer to the Biosphere Studio Privacy Policy available at. The Privacy Policy is incorporated by reference into these Terms.
    • 8.8 Data Principal Rights Summary: The DPDP Act grants Data Principals certain rights regarding their Personal Data. A summary of these rights is provided below. For detailed information on how to exercise these rights concerning data held by Biosphere Studio (acting as either Fiduciary or Processor), please refer to our Privacy Policy or contact us using the details provided therein.

    | Right under DPDP Act | Summary Description | | :---- | :---- | | Right to Access Information (Sec 11) | Right to obtain a summary of Personal Data processed, processing activities, and identities of Fiduciaries/Processors data shared with. | | Right to Correction & Erasure (Sec 12) | Right to request correction of inaccurate/incomplete data, updating of data, and erasure of data no longer necessary or for which consent is withdrawn (unless retention required by law). | | Right of Grievance Redressal (Sec 13) | Right to have readily available means to register grievances with the Data Fiduciary or Consent Manager, and escalate to the Data Protection Board if unsatisfied. | | Right to Nominate (Sec 14) | Right to nominate another individual to exercise rights on their behalf in case of death or incapacity. |

    *Note: The specific procedures and timelines for responding to these requests may be further detailed in the final DPDP Rules. Draft Rules suggest response within a "reasonable time" or specified timelines published by the Fiduciary.*

    9. Warranties and Disclaimers

    • 9.1 Agency Warranties: The Agency warrants that: (a) it has the necessary rights, power, and authority to enter into this Agreement and perform its obligations hereunder; (b) the Services will be performed in a professional and workmanlike manner, using reasonable care and skill consistent with industry standards; and (c) to the best of its knowledge, the Deliverables created solely by the Agency (excluding Client Materials, third-party components, and open-source software) will not infringe upon the valid Intellectual Property Rights of any third party in India.
    • 9.2 Client Warranties: The Client warrants that: (a) it has the necessary rights, power, and authority to enter into this Agreement and perform its obligations hereunder; (b) it owns or has secured the necessary licenses, consents, and permissions for all Client Materials provided to the Agency; and (c) the Client Materials and the Client's instructions to the Agency do not and will not infringe upon the Intellectual Property Rights or privacy rights of any third party, nor violate any applicable laws or regulations.
    • 9.3 Disclaimers:
      • (a) General Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES STATED IN SECTION 9.1, THE SERVICES, THE SITE, AND ANY DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE AGENCY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
      • (b) No Guarantee of Specific Results: The Agency does not warrant or guarantee any specific business outcomes, financial results, increase in website traffic, search engine ranking improvements, lead generation, conversion rates, sales, or other commercial results from the use of the Services or Deliverables. The success of digital products and marketing efforts depends on numerous factors beyond the Agency's direct control, including market conditions, competition, and the Client's own business practices.
      • (c) Third-Party Services and Content: The Agency assumes no responsibility or liability for any third-party software, platforms, services (including hosting providers, payment gateways, advertising platforms like Google or Facebook), or content that may be used in conjunction with the Services, linked to from the Site, or integrated into the Deliverables. The Client's use of any third-party services is subject to the terms and conditions and privacy policies of those third parties, and the Client uses them at its own risk.
      • (d) Site Availability: The Agency does not warrant that the Site will be uninterrupted, error-free, or completely secure. Access may be suspended or restricted for maintenance, repairs, or other reasons.
      • (e) Data Security Disclaimer: While the Agency implements and maintains reasonable security safeguards designed to protect Personal Data in its possession or control as required by the DPDP Act, the transmission of information via the internet is not completely secure. Therefore, the Agency cannot guarantee the absolute security of data transmitted to or from the Site or through the Services. Any transmission is at the Client's own risk.

    10. Limitation of Liability

    • 10.1 Exclusion of Indirect and Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, OR THE DELIVERABLES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • 10.2 Cap on Direct Damages: EXCEPT FOR THE LIABILITIES EXCLUDED UNDER SECTION 10.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR THE DELIVERABLES, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, SHALL BE LIMITED TO AND SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY THE CLIENT TO THE AGENCY UNDER THE SPECIFIC SOW GIVING RISE TO THE LIABILITY DURING THE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This cap reflects a common commercial practice for allocating risk in service agreements. Under Indian law, such limitations must be reasonable and not unconscionable, particularly where bargaining power is unequal, though this is less likely in B2B contracts.
    • 10.3 Exceptions to Limitations: THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 10.1 AND 10.2 SHALL NOT APPLY TO: (a) A PARTY'S OBLIGATIONS UNDER SECTION 11 (INDEMNIFICATION); (b) A PARTY'S BREACH OF ITS OBLIGATIONS UNDER SECTION 7 (CONFIDENTIALITY), EXCLUDING LIABILITY RELATED TO PERSONAL DATA BREACHES WHICH REMAINS SUBJECT TO THE CAP IN SECTION 10.2 UNLESS CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (c) LIABILITY ARISING FROM A PARTY'S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE; (d) THE CLIENT'S OBLIGATION TO PAY FEES AND EXPENSES DUE UNDER THIS AGREEMENT; OR (e) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

    11. Indemnification

    • 11.1 Indemnification by Agency: The Agency shall indemnify, defend, and hold harmless the Client, its officers, directors, employees, and agents from and against any and all third-party claims, demands, suits, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Agency's gross negligence or willful misconduct in the performance of the Services; (b) a breach by the Agency of its confidentiality obligations under Section 7; or (c) a claim that the Deliverables, as created solely by the Agency and delivered to the Client (excluding any Client Materials, Third-Party Materials, or modifications made by or for the Client), infringe upon a third party's valid copyright or trade secret registered or protected under Indian law.
    • 11.2 Indemnification by Client: The Client shall indemnify, defend, and hold harmless the Agency, its officers, directors, employees, agents, and subcontractors from and against any and all third-party claims, demands, suits, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client Materials, including any claim that the Client Materials infringe upon the Intellectual Property Rights or privacy rights of a third party; (b) the Client's use of the Services or Deliverables in violation of this Agreement, applicable law, or third-party rights; (c) any breach by the Client of its warranties, representations, or obligations under this Agreement, including its obligations as a Data Fiduciary under the DPDP Act; (d) any claims related to the Client's products, services, business operations, or representations made by the Client; or (e) the Client's failure to comply with third-party license terms applicable to components integrated into the Deliverables at the Client's request or as part of Client Materials.
    • 11.3 Indemnification Procedure: The party seeking indemnification (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing of any claim for which indemnification is sought. The Indemnifying Party shall have the right to assume control of the defense and settlement of such claim, provided that the Indemnified Party shall have the right to participate in the defense with counsel of its own choosing at its own expense. The Indemnified Party shall provide reasonable cooperation to the Indemnifying Party in the defense of the claim. The Indemnifying Party shall not settle any claim in a manner that admits liability or imposes obligations on the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld.

    12. Term and Termination

    • 12.1 Term: This Agreement shall commence on the date of acceptance by the Client (as defined in Section 1.2) and shall continue in full force and effect until terminated by either party in accordance with this Section 12. The term for specific Services under an SOW shall be as set forth in that SOW.
    • 12.2 Termination for Convenience: Either party may terminate this Agreement or any specific SOW without cause upon providing the other party with at least thirty (30) days prior written notice.
    • 12.3 Termination for Cause: Either party may terminate this Agreement or any specific SOW with immediate effect upon written notice to the other party if the other party: (a) commits a material breach of any term of this Agreement (including failure to make payments when due) and fails to cure such breach within fifteen (15) days (or such other period as mutually agreed) after receiving written notice specifying the breach; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, files a petition in bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under any bankruptcy or insolvency law, whether domestic or foreign.
    • 12.4 Effects of Termination: Upon termination or expiration of this Agreement or an SOW for any reason: (a) the Client shall immediately pay the Agency all outstanding unpaid fees and expenses accrued for Services performed and non-cancellable commitments made up to the effective date of termination; (b) the Agency shall deliver to the Client any completed Deliverables or work-in-progress for which the Client has paid (subject to Section 6 regarding IPR); (c) each party shall promptly return or, at the other party's request, securely destroy all Confidential Information of the other party in its possession or control, subject to Section 7.6; (d) any rights and licenses granted by the Agency to the Client shall terminate, except for licenses granted under Section 6.4 for fully paid Deliverables; and (e) the provisions of this Agreement that by their nature are intended to survive termination (including, without limitation, Sections 2, 6, 7, 8, 9.3, 10, 11, 12.4, 13, 16, and 17) shall survive.
    • 12.5 Suspension of Services: Without prejudice to its other rights or remedies, the Agency reserves the right to suspend the provision of Services (including disabling access to hosting or Deliverables) if the Client fails to pay any amount due under this Agreement on the due date for payment or commits any other material breach, until such payment is made or breach is cured.

    13. Governing Law and Dispute Resolution

    • 13.1 Governing Law: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of India, without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
    • 13.2 Jurisdiction: Subject to Section 13.3, the parties irrevocably agree that the competent courts located in Bangalore, Karnataka, India shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. This choice of jurisdiction aligns with the Agency's base of operations.
    • 13.3 Dispute Resolution: The parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement amicably through good faith negotiations between authorized representatives. Either party may initiate negotiations by providing written notice to the other. If the dispute cannot be resolved through negotiation within thirty (30) days of the date of the notice, the parties agree that the dispute shall be finally settled by /.

    14. Modifications to Terms

    • 14.1 Agency's Right to Modify: The Agency reserves the right, at its sole discretion, to modify or replace these Terms at any time. Such modifications may be necessary to reflect changes in the law, our services, or business practices.
    • 14.2 Notification: If a revision is material, the Agency will provide reasonable notice prior to any new terms taking effect. What constitutes a material change will be determined at the Agency's sole discretion. Notice may be provided by posting the updated Terms on the Site and/or by sending an email notification to the email address associated with the Client's account or provided during engagement. The "Last Updated" date at the beginning of these Terms will indicate when revisions were made.
    • 14.3 Acceptance of Modifications: By continuing to access or use the Site or Services after any revisions become effective, the Client agrees to be bound by the revised terms. If the Client does not agree to the new terms, they are no longer authorized to use the Site or Services and should cease usage immediately. Modifications to the terms of an active, signed SOW will require a formal written amendment signed by both parties.

    15. Third-Party Links and Services

    • 15.1 Disclaimer: The Site and potentially the Services or Deliverables may contain links to third-party websites, services, platforms, or resources that are not owned or controlled by Biosphere Studio (e.g., links to articles, integrations with social media platforms, use of cloud hosting or analytics tools). The Agency has no control over, and assumes no responsibility for, the content, privacy policies, practices, or availability of any third-party websites or services. The Client acknowledges and agrees that the Agency shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party websites or services. The Client accesses and uses such third-party resources solely at their own risk and is encouraged to review the terms and privacy policies of any third-party websites or services visited.

    16. Miscellaneous

    • 16.1 Entire Agreement: This Agreement, including these Terms, the applicable SOW/Proposal, and the Privacy Policy, constitutes the entire agreement between the Client and the Agency concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings, negotiations, and discussions, whether oral or written, between the parties.
    • 16.2 Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
    • 16.3 Waiver: No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Any waiver must be in writing and signed by the party granting the waiver to be effective.
    • 16.4 Assignment: The Client may not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Agency. The Agency may assign or transfer this Agreement, in whole or in part, without restriction, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be null and void.
    • 16.5 Force Majeure: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay is caused by a Force Majeure Event, which means an event beyond the reasonable control of the party affected, including but not limited to acts of God, war, terrorism, riots, civil unrest, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, pandemics, epidemics, government orders or lockdowns, or shortages of transportation facilities, fuel, energy, labor, or materials, or failures of public utility or telecommunication networks (provided such failures are not caused by the party claiming force majeure). The affected party shall provide prompt written notice to the other party of the Force Majeure Event and use reasonable efforts to resume performance as soon as practicable.
    • 16.6 Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth in the SOW/Proposal or to such other address as may be designated by a party from time to time in accordance with this section.
    • 16.7 Relationship of Parties: The relationship between the Agency and the Client is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, employment, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

    17. Legal Disclaimer

    The information contained within these Terms and Conditions is provided for general informational purposes only and does not constitute formal legal advice from Biosphere Studio. The application and impact of laws can vary widely based on the specific facts involved. Given the changing nature of laws, rules, and regulations, and the inherent hazards of electronic communication, there may be delays, omissions, or inaccuracies in information contained herein. Accordingly, the information is provided with the understanding that the authors and publishers are not herein engaged in rendering legal, accounting, tax, or other professional advice and services. As such, it should not be used as a substitute for consultation with professional legal or other competent advisers. Before making any decision or taking any action, you should consult with your own legal counsel. While we have made every attempt to ensure that the information contained herein is correct, Biosphere Studio is not responsible for any errors or omissions, or for the results obtained from the use of this information.

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