Terms of Service
Last updated 11 June 2026 · Version 1.0
TERMS OF SERVICE
Beyondwork Ventures Private Limited
[CIN: U82300KA2025PTC206302 • GSTIN: 29AANCB8115F1ZI • Registered Office: Room no.2, Sai Ranjitha building, Kadugodi, Bangalore South, Bangalore- 560067]
Applicable to all Services availed across the Brands operated by the Company, including BeyondXP, Saycheezz, and The Hamper House
These Terms of Service (these “Terms”) constitute a binding legal agreement between Beyondwork Ventures Private Limited, a company incorporated under the Companies Act, 2013 with its registered office in India (the “Company”), and any person, firm, company, or other entity that requests, accepts, or avails of the Services (the “Client”). The Company operates through, and these Terms apply uniformly to, each of the Brands defined in Clause 1.1, including “BeyondXP” (corporate events and experience marketing), “Saycheezz” (commercial and corporate video production, photography, and design), and “The Hamper House” (corporate gifting), together with such other brands, business verticals, or service lines as the Company may operate from time to time.
By signing these Terms, signing or accepting any Engagement Document, issuing a Purchase Order, confirming an Engagement over email or WhatsApp, making any payment against an invoice or quotation issued by the Company or any of its Brands, or otherwise availing of any Services from the Company, the Client shall be deemed to have read, understood, and irrevocably accepted these Terms in full, together with any applicable Brand-Specific Terms.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In these Terms, unless the context otherwise requires:
(a) “Affiliate” means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the ownership of more than fifty percent (50%) of the voting securities or the power to direct the management and policies of such entity.
(b) “Agreement” means these Terms, together with the applicable Engagement Document and any applicable Brand-Specific Terms or written amendments executed by both parties.
(c) “Applicable Law” means all statutes, regulations, rules, notifications, circulars, orders, judgments, and binding directions of any governmental, statutory, regulatory, or judicial authority in India (and, where relevant, any other jurisdiction in which Services are performed or delivered), as in force from time to time.
(d) “Background IP” means all intellectual property owned, licensed, or developed by a party independently of, and prior to or outside the scope of, any Engagement under these Terms, together with any general know-how, methodologies, frameworks, templates, and tools used by the Company in the course of providing the Services.
(e) “Brand” means a brand, business vertical, or service line operated by the Company, including BeyondXP, Saycheezz, and The Hamper House, and any other brand operated by the Company from time to time. References in these Terms to the Company shall be deemed to include the relevant Brand under which the Services are being provided.
(f) “Brand-Specific Terms” means any additional terms and conditions applicable to a particular Brand, business, or service line, as published by the Company or attached to the Engagement Document.
(g) “Business Day” means any day other than a Saturday, Sunday, or a public holiday in Bengaluru, India.
(h) “Client-Nominated Vendor” has the meaning given in Clause 8.1.
(i) “Confidential Information” has the meaning given in Clause 10.1.
(j) “Deliverables” means the work product, materials, items, products, files, and outputs to be created, produced, supplied, or delivered by the Company to the Client under an Engagement Document, including, in respect of Saycheezz, the final edited video, photograph, or design files.
(k) “Engagement” means an engagement of the Company by the Client for the provision of Services, as constituted by an Engagement Document.
(l) “Engagement Document” means any quotation, proposal, statement of work, order form, work order, scope document, or similar instrument issued by the Company (under its own name or any of its Brands), describing the Services, Deliverables, Fees, timelines, and commercial terms applicable to a specific Engagement.
(m) “Fees” means the fees, charges, costs, and other amounts payable by the Client to the Company in respect of the Services, as set out in the Engagement Document.
(n) “Force Majeure Event” has the meaning given in Clause 16.1.
(o) “Personnel” means the employees, directors, officers, contractors, consultants, freelancers, sub-contractors, and agents engaged or deployed by the Company to perform the Services.
(p) “Purchase Order” means a written purchase order issued by the Client to the Company referencing the Engagement Document and confirming the Engagement.
(q) “Raw Material” means, in respect of Saycheezz, all raw, unprocessed, or unedited video footage, audio recordings, photographic captures, RAW files, project files, and source assets generated in the course of producing the Deliverables.
(r) “Services” means all services, products, and Deliverables to be supplied by the Company under an Engagement Document, across any Brand.
1.2 Interpretation. In these Terms: (a) references to clauses are to clauses of these Terms; (b) headings are for convenience only and shall not affect interpretation; (c) words importing the singular include the plural and vice versa; (d) references to “writing”, “written”, and “notice” include email and instant-messaging platforms such as WhatsApp, in accordance with the Information Technology Act, 2000; (e) references to a statute or regulation include all amendments, re-enactments, and subordinate legislation thereunder; (f) “including” and “include” are not words of limitation; (g) where the context permits, “Company” includes the relevant Brand through which the Services are provided; and (h) any obligation not to do something includes an obligation not to permit or suffer the same to be done.
2. APPLICATION, BRANDS, AND SCOPE
2.1 Application across Brands. These Terms apply uniformly to all Services provided by the Company through any of its Brands, including BeyondXP, Saycheezz, and The Hamper House, and to any future Brand or business vertical operated by the Company. The legal contracting party is at all times Beyondwork Ventures Private Limited; the Brand operates only as a customer-facing identity.
2.2 Scope of Services. The specific scope, Deliverables, timelines, Fees, and commercial terms applicable to each Engagement shall be as set out in the relevant Engagement Document. Items, services, or Deliverables not expressly described in the Engagement Document are not included within the Services and shall be quoted separately if required.
2.3 Hierarchy of Documents. In the event of any conflict or inconsistency between the documents forming the Agreement, the order of precedence shall be: (a) the Engagement Document; (b) the applicable Brand-Specific Terms; and (c) these Terms. In all other respects, the documents shall be read together harmoniously.
2.4 Engagement of Affiliates, Personnel, and Sub-contractors. The Company may, at its discretion, engage its Affiliates, Personnel, sub-contractors, vendors, freelancers, or partners to perform any part of the Services, while remaining accountable to the Client for overall delivery in accordance with these Terms.
2.5 No Exclusivity. Nothing in these Terms shall be construed as granting either party any exclusivity. The Company is free to provide services of any nature, including services similar to the Services, to any other client (including competitors of the Client), provided that confidentiality obligations under Clause 10 are observed.
3. FORMATION AND ACCEPTANCE OF THE ENGAGEMENT
3.1 Quotation Validity. Unless otherwise stated, each quotation or proposal issued by the Company shall be valid for fifteen (15) days from the date of issue, after which it shall lapse and shall be subject to revision having regard to fluctuations in input, vendor, freight, and statutory costs.
3.2 Modes of Acceptance. The Client shall be deemed to have accepted an Engagement Document, and these Terms shall be deemed binding on the Client, upon the earliest to occur of: (a) signature or written acceptance of the Engagement Document; (b) issuance of a Purchase Order; (c) written confirmation by email or WhatsApp from any person reasonably believed by the Company to be authorised to confirm on the Client's behalf; (d) any payment made against an invoice or quotation issued by the Company; or (e) the Client otherwise availing of, or permitting the Company to commence, the Services.
3.3 Conditions Precedent to Commencement. The Company shall not be obliged to commence performance of any Engagement until each of the following conditions has been satisfied: (a) acceptance under Clause 3.2; (b) receipt of the advance Fees, where stipulated; and (c) the Client having furnished all inputs, approvals, and information identified in the Engagement Document as required for commencement. Bookings, dates, and resource allocations shall remain tentative and subject to availability until these conditions are met.
3.4 No Verbal Variations. Verbal or oral commitments, including statements made in meetings, telephone calls, or social interactions, shall not constitute acceptance, variation, or amendment of any Engagement Document or these Terms unless subsequently confirmed in writing.
4. FEES AND PAYMENT TERMS
4.1 Fees. The Fees, advance schedule, milestone payments, and credit period applicable to each Engagement shall be as specified in the Engagement Document. All Fees are exclusive of Taxes (as defined in Clause 5) and pass-through costs unless expressly stated otherwise.
4.2 Mode of Payment. All payments shall be made by RTGS, NEFT, or wire transfer to the bank account designated by the Company in the invoice. Cash payments shall not be accepted beyond limits prescribed under Applicable Law.
4.3 Time of Payment. Time of payment shall be of the essence. Delayed payments beyond the agreed due date shall, without prejudice to the Company's other rights and remedies, attract interest at the rate of 1.5% per month (or part thereof), calculated from the due date until the date of actual receipt of payment by the Company.
4.4 No Set-off. The Client shall pay all Fees and invoiced amounts in full, without any deduction, set-off, counterclaim, withholding, or abatement, save for: (a) statutory deductions such as Tax Deducted at Source, supported by a duly issued certificate within statutory timelines; and (b) amounts mutually agreed by the Company in writing.
4.5 Suspension and Forfeiture. The Company may suspend, defer, withhold delivery of, or terminate the Services, in whole or in part, if any payment due is not received within seven (7) Business Days of the due date, without liability for resulting delays or non-performance. Advances paid shall not be refundable except as expressly provided in Clauses 16 and 19.
4.6 Invoices and Disputes. The Client shall raise any bona fide dispute in respect of an invoice in writing within seven (7) Business Days of receipt, failing which the invoice shall be deemed accepted in full. Undisputed portions of any invoice shall remain payable on the due date, notwithstanding any dispute over other portions.
5. TAXES AND STATUTORY LEVIES
5.1 GST and Other Taxes. All Fees are exclusive of Goods and Services Tax (GST) and any other applicable taxes, duties, cesses, or statutory levies (collectively, “Taxes”), which shall be charged additionally at prevailing rates and borne by the Client. GST shall be levied in accordance with the place of supply rules under the CGST/SGST/IGST Act, 2017.
5.2 Client Information. The Client shall furnish accurate GSTIN, billing address, place of supply, and state details at the time of Engagement confirmation. Any subsequent corrections required due to inaccurate or incomplete Client information shall be at the Client's risk and cost, and the Company shall not be liable for any resulting denial of input tax credit.
5.3 Tax Deducted at Source. Where TDS is applicable, the Client shall deduct only against valid sections of the Income Tax Act, 1961, and shall furnish a duly stamped TDS certificate (Form 16A) within statutory timelines. Any short deposit, delay, or default by the Client shall be the Client's sole responsibility.
5.4 Change in Law. Any new tax, levy, cess, customs or import duty, or change in tax rates introduced after the date of the quotation shall be passed on to the Client at actuals.
5.5 Brand-Specific Levies. Without limiting the generality of the foregoing: (a) for BeyondXP and Saycheezz Engagements, all music performance, synchronisation, mechanical, and broadcasting royalties (including those payable to PPL, IPRS, Novex Communications, and similar collecting societies) shall be borne by the Client at actuals; and (b) for The Hamper House Engagements involving imported items, all customs duties, IGST on imports, port charges, and clearing costs shall be borne by the Client at actuals.
6. CHANGE REQUESTS AND VARIATIONS
6.1 Procedure. Any change, addition, deletion, modification, or variation to the agreed Services, scope, specifications, quantity, timeline, location, or Deliverables (each, a “Change Request”) shall be communicated by the Client to the Company in writing. The Company shall, within a reasonable period, provide a revised cost estimate, timeline impact, and revised Engagement Document for the Client's written approval.
6.2 No Implementation Without Approval. The Company shall not be obligated to act on, or to commence implementation of, any Change Request until the Client's written approval has been received and any additional Fees have been invoiced and, where stipulated, paid.
6.3 Rush and Last-Minute Changes. Change Requests received close to the date of performance or delivery may attract rush charges, vendor premium costs, surge pricing, and overtime charges, all of which shall be borne entirely by the Client at actuals.
6.4 Cost Escalation. Any escalation in third-party costs (including vendor, venue, material, talent, logistics, and statutory costs) between the date of the Engagement Document and the date of performance shall be passed on to the Client at actuals, with prior intimation where reasonably practicable.
7. CLIENT OBLIGATIONS, REPRESENTATIONS, AND WARRANTIES
7.1 Cooperation and Inputs. The Client shall, at its own cost, provide the Company with all approvals, briefs, content, brand assets, artwork, scripts, attendee or recipient data, and other inputs reasonably required for delivery of the Services, in a timely manner and in the formats reasonably specified by the Company. Any delay attributable to the Client shall not be the responsibility of the Company, and timelines shall be extended correspondingly without penalty to the Company.
7.2 Representations and Warranties. The Client represents and warrants to the Company that: (a) it has full legal capacity, power, and authority to enter into and perform its obligations under the Agreement; (b) the persons confirming, instructing, or signing on the Client's behalf are duly authorised to bind the Client; (c) all information furnished by the Client is true, accurate, complete, and not misleading; (d) the Client owns or is duly licensed to use, and has the right to permit the Company to use, all logos, trademarks, brand assets, designs, content, music, recipient lists, and other materials supplied to the Company; (e) the Client's use of the Services and Deliverables shall comply with all Applicable Laws, including those relating to advertising, consumer protection, intellectual property, data protection, decency, and public order; and (f) for Engagements through The Hamper House, the Client has disclosed any known dietary, allergen, religious, or cultural restrictions or sensitivities relevant to the recipients.
7.3 Recipient and Attendee Data. Where the Client provides personal data of employees, attendees, recipients, customers, or other individuals to the Company, the Client warrants that it has obtained all consents and provided all notices required under Applicable Law (including the Digital Personal Data Protection Act, 2023) to permit such transfer and processing by the Company for the purposes of the Services.
7.4 Conduct of Attendees. The Client shall be solely responsible for the conduct of its employees, invitees, guests, attendees, and recipients at any venue or location, and shall indemnify the Company against any claim arising therefrom.
8. CLIENT-NOMINATED VENDORS
8.1 Definition and Status. Where the Client engages, nominates, requests, or requires the Company to work with, coordinate, or interface with any third party sourced or introduced by the Client — including any vendor, supplier, contractor, designer, agency, artist, talent, performer, photographer, videographer, caterer, decor partner, AV or technical provider, logistics provider, gifting or merchandise supplier, or printer (each, a “Client-Nominated Vendor”) — such Client-Nominated Vendor shall, for all purposes, be deemed to be the vendor of the Client and not of the Company, regardless of (a) whether payment is routed through the Company, (b) whether the Company coordinates or supervises such vendor on the ground, or (c) the form or nature of the contractual arrangement between the Client and such vendor.
8.2 Standard of Care. The Company shall use commercially reasonable efforts to coordinate with Client-Nominated Vendors as part of the overall execution but shall not be responsible or liable for: (a) the quality, timeliness, fitness, suitability, safety, or output of the products, services, or deliverables provided by any Client-Nominated Vendor; (b) any delay, defect, error, failure, default, no-show, withdrawal, negligence, or misconduct of any Client-Nominated Vendor; (c) any safety, security, legal, regulatory, statutory, or compliance failure on the part of any Client-Nominated Vendor; or (d) any consequential or knock-on impact such failure may have on the overall Engagement, other Deliverables, timelines, venue, other vendors, attendees, or recipients.
8.3 Right to Decline. The Company reserves the right, at its sole discretion, to decline to work with, or to require replacement of, any Client-Nominated Vendor who, in the Company's reasonable judgment, does not meet acceptable standards of quality, safety, professionalism, statutory compliance, or insurance, or who poses a risk to the Engagement, other vendors, attendees, recipients, or the Company's Personnel or reputation.
8.4 Client Warranties. The Client warrants that all Client-Nominated Vendors are: (a) duly licensed, registered, and compliant with Applicable Laws, including GST, labour, statutory, and regulatory requirements; (b) hold all valid permits, certifications, insurances, and clearances required for the services they provide; and (c) have entered into appropriate contractual arrangements directly with the Client. The Client shall indemnify, defend, and hold harmless the Company against any claim arising out of or in connection with any Client-Nominated Vendor.
8.5 Coordination Fee. Where the Company is required to coordinate, manage, supervise, or interface with Client-Nominated Vendors, a coordination or management fee may be charged additionally, as specified in the Engagement Document or as mutually agreed in writing.
8.6 Consequential Costs. Any additional costs, rework, overtime, premium charges, replacement costs, delays, losses, or damages incurred by the Company or its other vendors as a direct or indirect consequence of any failure, delay, default, or non-performance by a Client-Nominated Vendor shall be borne by the Client at actuals, in addition to the Fees.
8.7 No Set-off. The Client shall not be entitled to claim, demand, withhold, or enforce any refund, reduction, deduction, set-off, rebate, or compensation against amounts payable to the Company by reason of any act, omission, default, delay, or failure of any Client-Nominated Vendor.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Background IP. Each party shall retain all right, title, and interest in and to its respective Background IP. Nothing in the Agreement shall operate to transfer any Background IP from one party to the other, except as expressly provided herein.
9.2 Company IP. All concepts, ideas, designs, layouts, mock-ups, frameworks, methodologies, templates, scripts, presentations, technical drawings, software, code, project files, and other materials developed by the Company (whether by itself, its Affiliates, its Personnel, or its sub-contractors) in connection with the Services (“Company IP”) shall remain the sole and exclusive property of the Company until such time, if any, as ownership or licence rights are transferred in accordance with this Clause 9.
9.3 Licence in Deliverables. Subject to receipt of full and final payment of the Fees, the Company hereby grants to the Client a non-exclusive, non-transferable, non-sub-licensable, worldwide, royalty-free licence to use the Deliverables solely for the Client's internal business purposes and for the specific promotional purposes identified in the Engagement Document. All underlying Company IP, methodologies, frameworks, and templates shall continue to vest exclusively in the Company. The Client shall not be entitled to modify, reverse engineer, adapt, repurpose, or create derivative works of the Deliverables, except as expressly permitted in the Engagement Document.
9.4 Restrictions on Use. The Client shall not, without the prior written consent of the Company: (a) share, replicate, reproduce, repurpose, or commercially exploit any Company IP or unaccepted proposals, concepts, or decks; (b) share Company IP with any competing service provider or third party; or (c) use the Deliverables in any manner outside the scope of the licence granted under Clause 9.3.
9.5 Client IP. The Client shall retain ownership of all logos, trademarks, brand guidelines, copyrighted content, and proprietary material it supplies to the Company (“Client IP”). The Client grants the Company a limited, royalty-free, worldwide licence to use the Client IP solely for the purpose of performing the Services and exercising the Company's rights under Clause 9.10.
Brand-Specific IP Provisions
9.6 BeyondXP (Events and Experience Marketing). All creative concepts, themes, design layouts, mood boards, scripts, scenic and technical drawings, production methodologies, and the recordings (photographic, audio, and video) made by the Company at any event shall be Company IP. Upon full payment, the Client shall receive the licence set out in Clause 9.3 to use event recordings and Deliverables for the Client's internal and stated promotional purposes.
9.7 Saycheezz (Video Production, Photography, and Design). The following provisions shall apply to Engagements through Saycheezz, supplementing Clauses 9.1 to 9.5:
(a) Raw Material. All Raw Material shall, at all times, remain the exclusive property of the Company. The Raw Material shall not be delivered to the Client unless expressly agreed in the Engagement Document; if so agreed, separate Fees shall apply.
(b) Final Deliverables. Upon full payment, the Client shall receive the licence set out in Clause 9.3 in respect of the final edited, processed, and Company-approved Deliverables only.
(c) Revisions. The number of rounds of revisions included shall be as specified in the Engagement Document. Additional revisions, re-edits, re-grades, or changes to brief beyond the agreed scope shall be billed at the Company's then-prevailing rates.
(d) Music, Stock, and Third-Party Assets. Music, sound effects, fonts, stock footage, stock imagery, plug-ins, and other third-party assets used in the Deliverables shall be licensed on the basis (royalty-free, rights-managed, or otherwise) and for the territory, term, and media set out in the Engagement Document. Any expanded use shall require fresh licensing at the Client's cost.
(e) Releases and Permissions. The Client shall be responsible for obtaining all model releases, location releases, property releases, and depiction consents required for the Client-supplied talent, locations, or property. Where the Company obtains releases, such releases shall enure to the benefit of the Company and may be relied upon by the Client only to the extent expressly assigned in writing.
(f) Archival. The Company shall retain Raw Material and project files for a period of six (6) months from the date of final delivery, after which the Company shall be entitled to delete the same without further notice. The Client may request archival beyond such period at additional Fees.
(g) No Watermark Removal. The Client shall not remove, obscure, or alter any watermark, copyright notice, or attribution embedded in the Deliverables prior to receipt of full payment.
(h) Moral Rights. To the maximum extent permitted under Section 57 of the Copyright Act, 1957, the Company asserts the right to be identified as the author of the Deliverables. The Client shall not, without the Company's prior written consent: (i) make any distortion, mutilation, or modification of the Deliverables that would prejudice the Company's reputation; or (ii) attribute authorship of the Deliverables to any third party.
9.8 The Hamper House (Corporate Gifting). All hamper curations, packaging designs, bespoke gift concepts, and presentation designs developed by the Company shall be Company IP. Upon full payment, the Client shall receive the licence set out in Clause 9.3 in respect of the Deliverables, which shall extend to permitting the Client to deliver the gifts to the intended recipients. The Company's sourcing relationships, vendor identities, and commercial arrangements shall remain confidential to the Company and shall not form part of any licence granted to the Client.
9.9 No Implied Licence. No licence, ownership, or other right in or to any Company IP is granted to the Client by implication, estoppel, or otherwise, save as expressly set out in this Clause 9.
9.10 Portfolio Rights. The Company shall be entitled to retain copies of, and to use, the Deliverables, photographs of the Engagement, and references to the Client's name and logo in its portfolio, website, social media, awards submissions, and marketing collateral, in each case in a tasteful and non-derogatory manner, unless the Client has expressly restricted such use in writing prior to the Engagement.
10. CONFIDENTIALITY
10.1 Definition. “Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) in connection with the Agreement, whether oral, written, electronic, or in any other form, including business strategies, financial data, customer and vendor lists, pricing, vendor rates, creative concepts, recipient data, and any information that, given its nature or the circumstances of disclosure, would reasonably be considered confidential.
10.2 Obligations. The Receiving Party shall: (a) use Confidential Information solely for the purpose of performing or receiving the Services; (b) protect Confidential Information using a standard of care no less than that which it applies to its own confidential information of similar sensitivity, and in any event no less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, Affiliates, Personnel, and professional advisers on a strict need-to-know basis, each of whom shall be bound by equivalent confidentiality obligations.
10.3 Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of the Agreement; (b) is lawfully received from a third party without restriction; (c) is independently developed without reference to the Disclosing Party's information; or (d) is required to be disclosed by Applicable Law or by any competent authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement where lawfully permissible.
10.4 Survival. The confidentiality obligations under this Clause 10 shall survive expiry or termination of the Agreement for a period of three (3) years, save in respect of trade secrets, in respect of which the obligations shall continue for so long as the information retains its character as a trade secret.
11. DATA PROTECTION
11.1 Compliance. Each party shall, in connection with the Services, comply with all Applicable Laws relating to data protection and privacy, including the Digital Personal Data Protection Act, 2023, and the Information Technology Act, 2000, and the rules made thereunder.
11.2 Processing on Client Instructions. To the extent that the Company processes personal data shared by the Client (including employee, attendee, recipient, or customer data) in connection with the Services, the Company shall process such data only for the purposes of, and on the lawful instructions of, the Client, and shall not retain such data longer than reasonably necessary for those purposes, save as required by Applicable Law.
11.3 Security. The Company shall implement reasonable technical and organisational measures to protect personal data against unauthorised access, accidental loss, or destruction. The Client acknowledges that no transmission or storage system is fully secure and that absolute security cannot be guaranteed.
11.4 Notification. Each party shall notify the other promptly upon becoming aware of any personal data breach affecting data shared in connection with the Services.
12. PERSONNEL AND NON-SOLICITATION
12.1 Personnel Selection. The Company shall have the sole discretion to determine the composition, deployment, and substitution of its Personnel to perform the Services, provided that the Services are performed with reasonable skill and care.
12.2 Non-Solicitation. The Client shall not, during the term of any Engagement and for a period of twelve (12) months thereafter, directly or indirectly, solicit, induce, hire, or engage any Personnel of the Company who has been involved in the Services, save with the prior written consent of the Company. This restriction shall not extend to general public advertisements not specifically targeted at such Personnel.
12.3 Conduct at Client Premises. Where the Company's Personnel are deployed at the Client's premises or venue, the Client shall provide a safe working environment and shall comply with all Applicable Laws relating to such deployment. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 shall be observed by both parties in respect of any incident occurring at the Client's premises.
13. INSURANCE
13.1 Company Insurance. The Company shall, where commercially reasonable, maintain customary insurance covers in respect of its own operations and Personnel.
13.2 Engagement-Specific Insurance. Insurance specific to an Engagement — including event cancellation insurance, public liability insurance for events, equipment insurance, transit insurance for gifting consignments, and production insurance for shoots — shall be procured by the Client separately or arranged by the Company at the Client's cost, in each case on the Client's prior written request.
14. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
14.1 Company Warranties. The Company represents and warrants that: (a) it is duly incorporated and validly existing under the laws of India; (b) it has the corporate power and authority to enter into the Agreement; and (c) it shall perform the Services with reasonable skill, care, and diligence, consistent with prevailing professional standards in the relevant industry.
14.2 Disclaimer of Implied Warranties. Save as expressly set out in Clause 14.1 or otherwise in the Agreement, the Company makes no, and disclaims any and all, other warranties, representations, or guarantees, whether express, implied, statutory, or otherwise, including any implied warranty of fitness for a particular purpose, merchantability, satisfactory quality, accuracy of results, uninterrupted performance, or non-infringement. The Client acknowledges that creative, experiential, and gifting Services are inherently subjective and that the Company makes no guarantee of any particular reaction, perception, or outcome.
15. COMPLIANCE AND ANTI-BRIBERY
15.1 Compliance with Laws. Each party shall, in performing its obligations under the Agreement, comply with all Applicable Laws, including those relating to labour, taxation, intellectual property, advertising standards, consumer protection, and data protection.
15.2 Anti-Bribery and Anti-Corruption. Each party shall comply with all Applicable Laws relating to anti-bribery, anti-corruption, anti-money laundering, sanctions, and the Prevention of Corruption Act, 1988. Neither party shall offer, give, accept, or solicit any bribe, kickback, undue benefit, facilitation payment, or improper payment in connection with the Services.
15.3 Permits and Licences. All statutory permits, licences, clearances, and consents required in respect of an Engagement — including police permissions, fire NOC, music performance licences, entertainment licences, food and beverage licences, location and filming permits, and shop-and-establishment permissions — shall be procured at the Client's cost. The Company may facilitate procurement at actuals plus a management fee, on written request.
16. FORCE MAJEURE
16.1 Definition. “Force Majeure Event” means any event beyond the reasonable control of the affected party, including: acts of God; natural disasters (including floods, earthquakes, cyclones, and fires); pandemics, epidemics, and public health emergencies; war, terrorism, riots, and civil unrest; strikes, lockouts, and labour disputes; acts or directions of any governmental or regulatory authority; lockdowns, curfews, and travel restrictions; denial, revocation, or suspension of permits; venue closures; raw material shortages and vendor or manufacturing failures; customs delays; transport and logistics disruptions; power failures; and failure of telecommunication, internet, or digital infrastructure.
16.2 Excused Performance. Neither party shall be liable for any failure or delay in performance of its obligations under the Agreement (other than payment obligations) to the extent caused by a Force Majeure Event. The affected party shall promptly notify the other party in writing, and the parties shall in good faith attempt to reschedule, modify, or adapt the affected Services to a mutually acceptable arrangement.
16.3 Payment Obligations Unaffected. A Force Majeure Event shall not relieve the Client from payment obligations for Services already rendered, Deliverables already produced, or costs already incurred or committed by the Company.
16.4 Line-Item Limitation. Where a Force Majeure Event or other event beyond the Company's reasonable control prevents the delivery of one or more specific items, Services, or Deliverables forming part of an Engagement, while the remaining items, Services, or Deliverables are duly delivered, any cost adjustment, deduction, refund, or financial implication shall be strictly limited to the value of the affected line item(s) as set out in the Engagement Document. The Client shall not be entitled to withhold, deduct from, set off against, or claim any reduction in the amounts payable for the other items, Services, or Deliverables that have been or will be duly delivered.
16.5 Protection of Committed Costs. All costs, expenses, advances, and payments incurred, committed, or paid out by the Company (whether to its vendors, suppliers, contractors, sub-contractors, venues, manufacturers, hotels, airlines, talent, freelancers, logistics partners, statutory authorities, or any other third party) in connection with the affected Engagement — whether incurred before, during, or after the Force Majeure Event — shall be payable in full by the Client at actuals and shall not be subject to any refund, reduction, waiver, deduction, set-off, rebate, withholding, or discount.
16.6 No Client Right to Deduct. The Client shall not be entitled to claim, demand, withhold, or enforce any refund, reduction, deduction, set-off, rebate, discount, or write-off against amounts already paid to or invoiced by the Company in respect of costs already incurred or committed, irrespective of (a) whether the affected Services or Deliverables could ultimately be utilised by the Client by reason of the Force Majeure Event, (b) the duration or severity of the Force Majeure Event, or (c) any commercial loss or inconvenience suffered by the Client as a consequence thereof.
16.7 Cost Summary. The Company shall, upon the Client's reasonable written request, share a good-faith summary of costs already incurred and committed in respect of the affected Engagement, together with the corresponding service fees for work executed up to the date of the Force Majeure Event. The Client shall accept such summary without requiring disclosure of confidential vendor pricing, commercial arrangements, or internal cost structures of the Company.
16.8 Shortfall Invoice. Where the amounts already paid by the Client are less than the aggregate of (i) costs already incurred and committed by the Company to third parties in respect of the affected Engagement, and (ii) the Company's service fees for work executed up to the date of the Force Majeure Event, the Company may raise a final invoice for the shortfall, payable by the Client within fifteen (15) days of receipt, without deduction or set-off.
16.9 Prolonged Force Majeure. If a Force Majeure Event continues uninterrupted for more than ninety (90) days, either party may terminate the affected Engagement by written notice, subject to settlement of all amounts due to the Company under this Clause 16.
17. LIMITATION OF LIABILITY
The provisions of this Clause 17 set out the agreed commercial allocation of risk between the parties, consistent with prevailing industry practice. The Fees agreed in the Engagement Document have been determined on this basis, and these provisions form a fundamental basis on which the Company is willing to provide the Services.
17.1 Aggregate Cap. Subject to Applicable Law, the Company's total aggregate liability for all claims arising under or in connection with the Agreement, the Services, or any Deliverable — whether in contract, tort (including negligence), indemnity, statute, restitution, or otherwise, and whether taken individually or in aggregate — shall not exceed the Fees actually paid by the Client to the Company in respect of the specific Engagement giving rise to the claim, excluding pass-through costs and Taxes.
17.2 Exclusion of Indirect Damages. The parties agree that, given the nature of the Services and the agreed commercials, neither party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, loss of business or opportunity, loss of goodwill, reputational harm, or loss of data, even if advised of the possibility of such damages.
17.3 Third-Party Vendors. The Company's responsibility in relation to third-party vendors, venues, manufacturers, logistics partners, and other service providers engaged for the Services shall extend to making commercially reasonable efforts to select, coordinate, and manage them in a professional manner. The Company is not, however, an insurer or guarantor of such third parties and is not liable for their acts, omissions, defaults, or negligence.
17.4 Client-Dependent Inputs. The Services are provided on the basis that the Client will furnish accurate, complete, timely, and authorised inputs, approvals, instructions, brand assets, and information. The Company shall not be responsible for any loss, delay, defect, or failure arising from inputs that are inaccurate, incomplete, delayed, or unauthorised, or from the Client's failure to perform its own obligations under the Agreement.
17.5 Property and Belongings. The Company is not responsible for the safekeeping or security of personal belongings, gifts, merchandise, equipment, or property of the Client, its employees, attendees, recipients, or invitees at any venue or location. The Client is encouraged to put in place appropriate insurance and on-site security arrangements.
17.6 Non-Monetary Damages. Given the inherently subjective and experiential nature of creative, event, video, photographic, and gifting Services, the parties agree that liability shall be limited to objectively measurable monetary loss. The Company shall not be liable for any non-monetary or non-pecuniary damages, including mental agony, emotional distress, mental stress, inconvenience, discomfort, dissatisfaction, embarrassment, or harassment, arising out of or in connection with the Services, Deliverables, or any delay, failure, partial non-performance, or Force Majeure Event affecting the same.
17.7 Notification Period. Any claim by the Client under or in connection with the Agreement, the Services, or any Deliverable shall be notified to the Company in writing, with reasonable particulars, within ninety (90) days of the date on which the cause of action arose or the Client became aware (or ought reasonably to have become aware) of it. Claims not so notified within this period shall be deemed irrevocably waived and shall not be enforceable against the Company.
17.8 No Personal Liability. The Client's recourse, if any, under or in connection with the Agreement shall lie solely against Beyondwork Ventures Private Limited as a corporate entity. No director, officer, shareholder, employee, contractor, or agent of the Company shall have any personal liability to the Client.
17.9 Carve-outs. Nothing in this Clause 17 shall limit either party's liability for: (a) fraud or wilful misconduct; (b) breach of confidentiality under Clause 10; (c) the Client's payment obligations; or (d) any liability that cannot be limited under Applicable Law.
18. INDEMNIFICATION
18.1 Client Indemnity. The Client shall indemnify, defend, and hold harmless the Company, its Affiliates, directors, officers, employees, Personnel, contractors, and agents (each, an “Indemnified Person”) from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach of the Agreement by the Client; (b) any logo, artwork, trademark, content, data, music, or instruction provided by the Client, including any third-party intellectual property infringement claim arising therefrom; (c) any inaccurate, incomplete, or unauthorised information furnished by the Client; (d) acts or omissions of the Client's employees, attendees, recipients, invitees, or Client-Nominated Vendors; (e) the Client's use, distribution, or modification of the Deliverables beyond the licence granted in Clause 9; and (f) any claim for personal injury, property damage, or consumption-related harm (including allergic reaction or food poisoning) attributable to the Client or its recipients.
18.2 Company Indemnity. The Company shall indemnify the Client from and against third-party claims alleging that any element of the Deliverables originally created by the Company (excluding Client IP, Client-supplied content, and Client-Nominated Vendor contributions) infringes the intellectual property rights of such third party. The Company's total liability under this Clause 18.2 shall be subject to Clause 17.1.
18.3 Procedure. The Indemnified Person shall: (a) promptly notify the indemnifying party in writing of the claim; (b) permit the indemnifying party to control the defence and settlement of the claim, provided that no settlement that imposes a non-monetary obligation on the Indemnified Person shall be agreed without its prior written consent; and (c) provide reasonable cooperation in the defence at the indemnifying party's cost.
19. CANCELLATION, SUSPENSION, AND TERMINATION
19.1 Cancellation by Client. Cancellation or postponement by the Client must be communicated in writing. Cancellation charges, postponement charges, and forfeiture of advances shall apply as specified in the applicable Engagement Document or Brand-Specific Terms. In any case, all third-party costs already incurred or committed shall be borne by the Client in addition to such charges.
19.2 Suspension and Termination by Company. The Company may suspend the Services or terminate any Engagement, in whole or in part, with immediate effect by written notice if: (a) any payment due is not received within seven (7) Business Days of the due date; (b) the Client commits a material breach of the Agreement which is not remedied within seven (7) Business Days of written notice; (c) the Client becomes insolvent, enters administration, liquidation, or any equivalent proceeding; or (d) continued performance would, in the Company's reasonable judgment, expose it to legal, regulatory, reputational, or safety risk.
19.3 Termination by Client. The Client may terminate the Engagement by written notice if the Company commits a material breach of the Agreement which is not remedied within fifteen (15) Business Days of written notice. In such event, the Client shall remain liable for payment of all Fees, costs, and committed third-party costs accrued up to the effective date of termination.
19.4 Consequences. Upon termination for any reason: (a) the Client shall pay the Company for all Services rendered, Deliverables produced, and costs (including third-party committed costs) incurred up to the date of termination, plus any applicable cancellation charges; (b) the Client shall return or destroy the Company's Confidential Information and Company IP in its possession; and (c) the Company shall hand over only such Deliverables for which payment has been received in full.
19.5 Survival. Clauses 4 (to the extent of unpaid amounts), 5, 9, 10, 11, 12.2, 14, 16.3 to 16.8, 17, 18, 22, and 23, and any other clause which by its nature is intended to survive, shall survive expiry or termination of the Agreement.
20. PUBLICITY AND CREDITS
20.1 Use of Client Name. The Company (and its relevant Brand) shall be entitled to refer to the Client as a client and to use the Client's name and logo, in a factual and non-derogatory manner, in its credentials, portfolio, website, social media, awards submissions, and marketing materials, unless the Client has expressly restricted such use in writing prior to the Engagement.
20.2 Documentation of Engagements. The Company shall be entitled to photograph, film, document, and retain copies of Deliverables, Engagements, and event execution, and to use such material for portfolio, credentials, awards, and marketing purposes, subject to reasonable Client confidentiality requirements communicated in writing in advance.
20.3 Credits. Credits to the Company (or its relevant Brand) as service provider shall be acknowledged in collateral, communications, and post-Engagement publicity, wherever reasonably practicable.
21. ASSIGNMENT AND SUB-CONTRACTING
21.1 By Client. The Client shall not assign, novate, transfer, or otherwise dispose of any of its rights or obligations under the Agreement, in whole or in part, without the prior written consent of the Company.
21.2 By Company. The Company may, without the Client's consent, assign or transfer its rights and obligations to any Affiliate or in connection with a corporate restructuring, merger, demerger, scheme of arrangement, or sale of business, and may engage sub-contractors and vendors as reasonably required to deliver the Services.
22. NOTICES
22.1 Mode and Address. All notices under the Agreement shall be in writing and shall be sent by email or by hand or registered post to the addresses set out in the Engagement Document, or such other address as either party may notify in writing.
22.2 Deemed Receipt. Notices shall be deemed received: (a) if by email, on successful transmission, provided no failure notification is received by the sender within twenty-four (24) hours; (b) if by hand, upon delivery; and (c) if by registered post, on the fifth (5th) Business Day after posting.
23. GOVERNING LAW AND DISPUTE RESOLUTION
23.1 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.
23.2 Amicable Resolution. The parties shall first attempt to resolve any dispute, controversy, or claim arising out of or in connection with the Agreement amicably through good-faith negotiation between senior representatives within thirty (30) days of written notice of the dispute.
23.3 Arbitration. Failing amicable resolution under Clause 23.2, the dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator mutually appointed by the parties. The seat and venue of arbitration shall be Bengaluru, India. The language of arbitration shall be English. The arbitral award shall be final and binding on the parties.
23.4 Jurisdiction. Subject to Clause 23.3, the courts at Bengaluru shall have exclusive jurisdiction over any matter not capable of being referred to arbitration.
23.5 Interim Relief. Notwithstanding the foregoing, either party may seek interim, injunctive, or specific relief from a court of competent jurisdiction to protect its rights, including in respect of intellectual property, Confidential Information, and recovery of amounts due.
24. GENERAL PROVISIONS
24.1 Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in the Agreement shall be construed as creating any partnership, joint venture, agency, employment, or fiduciary relationship. Neither party shall have authority to bind, represent, or commit the other, except as expressly provided in the Agreement.
24.2 Entire Agreement. The Agreement constitutes the entire understanding between the parties in respect of its subject matter and supersedes all prior discussions, representations, understandings, or agreements, whether oral or written. Neither party has relied on any representation, warranty, or undertaking not expressly set out in the Agreement.
24.3 Amendments. No amendment, variation, or modification of these Terms shall be effective unless made in writing and signed by authorised representatives of both parties. The Company may revise these Terms from time to time; the version applicable to a given Engagement shall be the version in force on the date of the Engagement Document.
24.4 Severability. If any provision of the Agreement is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to render it enforceable; failing which, it shall be severed from the Agreement, and the remaining provisions shall continue in full force and effect.
24.5 Waiver. No failure or delay by either party in exercising any right, power, or remedy shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise. Any waiver must be in writing to be effective.
24.6 No Third-Party Beneficiaries. The Agreement is for the benefit of the parties and their permitted assigns only and confers no rights on any third party.
24.7 Counterparts and Electronic Execution. The Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution by electronic signature (including via DocuSign or equivalent platforms) and exchange by email shall be valid and binding.
24.8 Language. The Agreement is in the English language, which shall be the controlling language for all purposes.
ACCEPTANCE
By signing below, signing or accepting any Engagement Document, issuing a Purchase Order, confirming an Engagement over email or WhatsApp, making any payment against an invoice or quotation issued by the Company, or otherwise availing of any Services from the Company or any of its Brands, the Client confirms acceptance of these Terms of Service in full, together with any applicable Brand-Specific Terms.