01Definitions
Services means the graphic design, website, branding, marketing or other services described in the proposal, quotation or statement of work ("Scope of Work") accepted by the Client.
Deliverables means the final approved designs, files and materials delivered to the Client under the Scope of Work.
Preliminary Work means concepts, sketches, drafts and design options presented to the Client but not selected as final.
Written includes email.
02Scope of Work
2.1The Services, Deliverables, number of design concepts, number of revision rounds, timelines and fees are set out in the Scope of Work. If anything in the Scope of Work conflicts with these Terms, the Scope of Work prevails for that project.
2.2Unless the Scope of Work states otherwise, each design stage includes up to two (2) rounds of revisions. Further revisions are billed as Additional Services under Clause 7.
03Copyright and Ownership
3.1On receipt of full payment of all invoices for a project, copyright in the final Deliverables is assigned to the Client. Until full payment, all rights remain with Brillar Design.
3.2Preliminary Work, and any work the Client chooses not to use or does not pay for within 60 days of submission, remains the property of Brillar Design. Brillar Design may reuse such work for other clients, provided it does not disclose the Client's confidential information, name, logo or trademarks.
3.3Editable source files (for example AI, PSD, Figma or website source code) are not included in the Deliverables unless the Scope of Work says so. They may be supplied for an additional fee.
3.4Third-party assets (fonts, stock images, plugins, themes) are licensed, not owned, and remain subject to their own licence terms. The Client is responsible for any licence fees needed for its continued use.
3.5Brillar Design may, unless the Client objects in writing or the work is covered by a confidentiality agreement: (a) display the Deliverables in its online and offline portfolio; (b) list the Client's name on its client list; and (c) use the Deliverables in design competitions, publications and exhibitions. Brillar Design will not publish any work before the Client has publicly launched it.
04Authority, Entire Agreement and Assignment
4.1Each party confirms it has full authority to enter into this agreement and that it is binding and enforceable.
4.2These Terms together with the Scope of Work form the entire agreement between the parties. They may only be changed in writing approved by both parties.
4.3Neither party may assign or transfer its rights under this agreement without the other party's written consent.
05Timelines
5.1Timelines in the Scope of Work are estimates and depend on the Client supplying content, feedback and approvals on time.
5.2Either party may change an agreed schedule by giving two (2) weeks' written notice, unless both parties agree otherwise. If the Client takes more than 30 days to respond to a submission, Brillar Design may treat the project as on hold and reschedule it based on its availability.
06Client Approval
6.1The Client will appoint one representative with full authority to give information, feedback and approvals.
6.2The Client must proofread and approve all final designs before production or release. Approval may be given by email from the authorised representative, or by marking the proof "Approved" with their name or initials. Both forms are equally binding.
6.3Once approved, the Client is responsible for any errors in the approved work, including spelling, content and contact details.
07Additional Services and Alterations
Any work outside the Scope of Work is an Additional Service and is billed at Brillar Design's current hourly rate, or as separately quoted in advance. This includes changes in the extent or complexity of work, revisions beyond the included rounds, and changes made after a stage has been approved. Brillar Design will inform the Client of the estimated cost before starting Additional Services.
08Rush Work and Client Delays
8.1Work requested ahead of the agreed schedule, or a shortened project period, is charged at a 50% surcharge on Brillar Design's standard hourly rate for the hours affected (that is, 1.5x the standard rate).
8.2Additional costs caused by Client delays or extensions (for example re-booking printers or rework due to late content) are charged at cost or at the standard hourly rate.
09Source Materials from the Client
The Client must supply text, images, logos and other materials in a usable professional format (for example vector logos and high-resolution images). Extra work to fix or recreate unusable materials, such as converting a low-resolution logo into a vector file, is billed as an Additional Service.
10Third-Party Costs (Disbursements)
Third-party costs incurred for the project, such as printing, stock images, fonts, domain names, hosting and plugins, are not included in our fees. They are billed separately at cost, or the Client may pay the provider directly. Brillar Design will obtain the Client's approval before incurring any single third-party cost above the amount stated in the Scope of Work (or INR 5,000 if none is stated).
11Production
11.1Where the Client handles production, printed proofs, prototypes and mock-ups should be shared with Brillar Design for review before final use. Advice during production is available at reasonable times and is billed at the hourly rate.
11.2Where Brillar Design supervises production on the Client's behalf, Brillar Design will make reasonable technical and quality decisions, and the Client agrees to rely on them unless it gives written instructions otherwise.
12Fees and Payment Schedule
Unless the Scope of Work states otherwise, payments are due as follows:
| Milestone | Graphic design | Website |
|---|---|---|
| On acceptance of proposal (non-refundable deposit) | 40% | 40% |
| On approval of homepage design | — | 40% |
| On delivery of final design | 60% | — |
| Before the website goes live | — | 20% |
Work begins only after the deposit is received. Final files are released, and the website is made live, only after the related payment is received.
13Taxes and Late Payment
13.1All fees are exclusive of GST and other applicable taxes, which are added to invoices as required by law.
13.2Invoices are payable within 15 days of the invoice date unless stated otherwise.
13.3Amounts unpaid after 30 days from the invoice date attract simple interest at 1.5% per month on the outstanding amount until paid. Brillar Design may also pause work on the project until overdue amounts are cleared, and timelines will be extended accordingly.
14Design Credit
Brillar Design may place a small, discreet credit (for example "Designed by Brillar Design") on websites and, where appropriate, on published or manufactured work, unless the Client asks in writing for it to be removed. The Client may not use Brillar Design's name or logo in its own marketing or publicity without Brillar Design's written consent.
15Samples
On request, the Client will provide Brillar Design with up to three (3) samples or goodquality photographs of each printed or manufactured design, for portfolio use.
16Confidentiality
Each party will keep confidential all non-public business, technical and financial information received from the other party, and will use it only for the project. This obligation continues for two (2) years after the project ends, and does not apply to information that is public or required to be disclosed by law.
17Warranties and Client Materials
17.1The Client confirms that all content and materials it provides are accurate and that it owns them or has all necessary rights (including copyright and moral-rights waivers) for Brillar Design to use them in the project.
17.2Brillar Design confirms that its original design work, excluding Client materials and third-party assets, will not knowingly infringe the rights of any third party.
18Limitation of Liability
18.1Brillar Design will use reasonable efforts to manage suppliers and third parties, but is not liable for their failure to perform, or for loss, destruction or misuse of Client property by others.
18.2Brillar Design is not responsible for errors in work that the Client has approved.
18.3Brillar Design is not liable for any indirect or consequential loss, including loss of profit, revenue, data or goodwill. Brillar Design's total liability for any claim relating to a project is limited to the fees actually paid by the Client for that project.
19Indemnity
19.1The Client will indemnify Brillar Design, its employees, contractors and agents against third-party claims, including reasonable legal fees, arising from materials supplied by the Client or from the Client's use of the Deliverables in a manner not approved by Brillar Design.
19.2Brillar Design will indemnify the Client against third-party claims that Brillar Design's original design work infringes that party's intellectual property rights, subject to the limit in Clause 18.3.
19.3Indemnity obligations survive termination or completion of the project.
20Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, such as natural disasters, fire, flood, epidemic, strikes, power or internet failure, or government action. The affected party will notify the other promptly, and timelines will be extended accordingly.
21Termination
21.1Either party may terminate this agreement by written notice if the other party commits a material breach and does not remedy it within 14 days of receiving written notice describing the breach.
21.2Either party may terminate this agreement for any reason by giving thirty (30) days' written notice to the other party.
21.3On termination for any reason, the Client will pay for all work completed up to the termination date and all expenses incurred. The deposit will be adjusted against this amount. Any balance of advance payments above the amount due will be refunded within 30 days.
21.4On termination, copyright in Deliverables that have been fully paid for transfers to the Client. Copyright in unpaid work and Preliminary Work remains with Brillar Design.
22Notices
Notices under this agreement must be in writing and sent by email to the address in the Scope of Work, or by post or courier to the party's registered address. An email notice is treated as received on the next business day after it is sent.
23Severability and Waiver
If any part of these Terms is found invalid or unenforceable, the rest remains in effect. A failure or delay in enforcing any right is not a waiver of that right.
24Governing Law and Dispute Resolution
24.1This agreement is governed by the laws of India.
24.2The parties will first try to resolve any dispute through good-faith discussion for 30 days. If unresolved, the dispute will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, with the seat and venue at Kanpur, Uttar Pradesh, in English.
24.3Subject to Clause 24.2, the courts at Kanpur, Uttar Pradesh shall have exclusive jurisdiction.
Questions about these terms?
We're happy to walk you through anything before you sign.
