These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client", "You") and Aganta Foundry ("the Studio", "We", "Us", "Our") governing your access to our website at https://agantafoundry.com and your use of our brand strategy and identity services. By accessing the Website or commissioning Services, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are acting on behalf of a business or organization, you represent that you have authority to bind that entity to these Terms.
1. Definitions
In these Terms, the following terms have the meanings set out below:
- "Client" means the person, company, or entity commissioning Services from the Studio.
- "Deliverables" means the final outputs produced for the Client, including but not limited to brand strategy documents, positioning frameworks, messaging systems, brand identities, logos, visual systems, guidelines, and other brand assets as defined in the applicable Proposal.
- "Materials" means all content, assets, files, images, logos, copy, brand assets, research materials, briefs, and other items provided by the Client for use in delivering the Services.
- "Proposal" means the written document setting out the agreed scope, pricing, timeline, and deliverable specifications, which may take the form of a quote, statement of work, service agreement, or invoice.
- "Services" means brand strategy, brand positioning, brand messaging, storytelling, brand identity design, visual systems, guidelines, consulting, and related brand services provided by the Studio.
- "Studio" means Aganta Foundry, an MSME-registered brand strategy and identity studio based in Karnataka, India.
- "Portfolio Content" means final approved Deliverables that the Client has permitted the Studio to use for portfolio and promotional purposes.
2. Acceptance of Terms
By accessing the Website or commissioning Services, you acknowledge full acceptance of these Terms and the Privacy Policy. If you do not agree to these Terms, you must not use the Website or engage the Studio's Services.
The Studio reserves the right to update these Terms periodically. Updates will be posted at https://agantafoundry.com/terms/. Continued use of the Website or Services following any update constitutes acceptance of the revised Terms.
3. Eligibility
Services are intended for individuals and businesses aged 18 years or older. By engaging the Studio, you confirm that you are at least 18 years of age and legally capable of entering into a binding agreement.
4. Services
4.1 Scope of Services
The Studio provides brand strategy and positioning, messaging systems, storytelling, brand identity design, visual systems development, guidelines, consulting, and related brand services. The specific Deliverables, timelines, fees, and scope for each engagement are defined in the applicable Proposal.
4.2 Scope of Work
Work will be carried out as described in the approved Proposal. Any services, deliverables, or requirements beyond the agreed scope will require a revised Proposal or written approval and may result in additional fees.
4.3 Client Responsibilities
The Client shall:
- Provide all necessary Materials in the agreed formats and within agreed timelines.
- Designate a primary point of contact for communications and approvals.
- Provide complete and accurate creative briefs, feedback, and revision instructions.
- Respond to requests for feedback, approvals, or information within 3 business days unless otherwise agreed.
- Ensure that all Materials provided are owned by the Client or properly licensed for the intended use.
- Not engage conflicting contractors on the same Deliverables during the engagement without prior written notice.
Delays caused by the Client's failure to provide Materials, feedback, or approvals on time may result in revised timelines at the Studio's discretion.
4.4 Revisions
Unless otherwise stated in the Proposal, each Deliverable includes up to three (3) rounds of revisions. Revisions must be submitted in writing within the agreed review period. Additional revision rounds beyond the included allowance will be billed at the Studio's current revision rate. Revision feedback submitted after the agreed review window may be treated as a new project phase.
5. Payment Terms
5.1 Payment Schedules
Payment terms, deposit amounts, milestone payments, retainer fees, and final balances are specified in the applicable Proposal, Statement of Work, or Invoice. Typical payment structures include:
- 50% deposit before work begins and 50% before final file delivery.
- Monthly retainer fees payable in advance at the start of each billing period.
- Custom milestone-based payment schedules as agreed in writing.
5.2 Invoices
Invoices are issued in accordance with the agreed payment schedule. Payment is due within the period stated on the invoice, typically 7 days from the invoice date unless otherwise specified.
5.3 Late Payments
Outstanding amounts not paid by the due date may accrue interest at a rate of 2% per month or the maximum rate permitted by applicable law, whichever is lower. The Studio reserves the right to pause or suspend Services until overdue amounts are settled.
5.4 Currency and Taxes
Fees are quoted in the currency stated in the Proposal. International clients are responsible for any bank transfer fees, exchange rate differences, or payment processing charges. Clients in India are subject to applicable GST as required by law. International clients are responsible for any taxes, duties, or levies applicable in their jurisdiction.
6. Refund Policy
All payments are non-refundable once work has begun on the applicable phase, milestone, or retainer period. In the event the Studio is unable to complete a project due to circumstances within its control, a pro-rata refund may be considered at the Studio's discretion for work not yet commenced.
7. Ownership and Intellectual Property
7.1 Ownership of Deliverables
Ownership of final approved Deliverables transfers to the Client only upon receipt of full payment of all outstanding invoices related to the applicable project or phase. Until full payment is received, all rights, title, and interest in the Deliverables remain exclusively with the Studio. The Studio reserves the right to withhold delivery of final files until payment is confirmed.
7.2 Studio Intellectual Property
The Studio retains ownership of all proprietary methodologies, strategic frameworks, creative processes, templates, workflows, systems, and know-how developed by the Studio in delivering Services. Nothing in these Terms transfers ownership of the Studio's intellectual property to the Client.
7.3 Website Content
All content on the Studio's website including text, images, graphics, design, and visual identity belongs to the Studio. You may not copy, reproduce, republish, redistribute, or commercially exploit any website content without prior written approval from the Studio.
7.4 Third-Party Assets
Fonts, stock photography, stock footage, plugins, templates, software, and other third-party assets used in Deliverables remain subject to their respective license terms. Licensing fees for third-party assets may be charged separately. The Client is responsible for obtaining and maintaining appropriate licenses for any third-party assets required beyond the scope of the engagement.
7.5 Trademark Responsibility
The Client is solely responsible for conducting all necessary trademark searches, copyright clearance checks, legal reviews, and market availability assessments before adopting any brand name, tagline, logo, visual identity element, or messaging framework created or recommended by the Studio. The Studio does not provide legal advice and makes no representation as to the registrability or legal availability of any name, mark, or creative output.
8. Portfolio Usage Rights
8.1 License to the Studio
The Client grants Aganta Foundry a perpetual, worldwide, non-exclusive, royalty-free license to display, reproduce, and publish final approved Deliverables in the Studio's portfolio, website, case studies, professional channels, advertising, award submissions, press materials, and other marketing and promotional contexts.
For the purposes of this clause, "written approval" includes email confirmation, signed documents, project approval communications, or other written correspondence demonstrating the Client's consent.
8.2 Limitations
The Studio will not publish raw project files, confidential materials, NDA-protected content, or unfinished work without explicit written permission from the Client.
8.3 Revocation
The Client may revoke portfolio permission at any time by submitting a written request to [email protected]. Removal will be completed within 7 to 14 business days of written confirmation.
8.4 Website Visitor Rights
Visitors to the Studio's website may view portfolio content for personal and informational purposes only. Visitors may not download, copy, extract, reproduce, publish, or use portfolio content for any purpose including AI training, dataset creation, derivative works, media scraping, or commercial use.
9. Client Platform Access
9.1 Account Ownership
All client-owned platforms, websites, shared drives, analytics dashboards, project management workspaces, brand asset libraries, and associated intellectual property remain the exclusive property of the Client unless otherwise agreed in writing. The Studio will only be granted access credentials as necessary to deliver contracted Services.
9.2 Platform Liability
The Studio does not control third-party platforms and accepts no liability for platform policy updates, account restrictions, outages, feature changes, data loss, or service interruptions outside the Studio's control.
9.3 Account Access and Security
The Client is responsible for maintaining the security of account credentials. The Studio will not share access credentials with unauthorized third parties. Upon termination of Services, the Studio will confirm removal of its access within 5 business days where applicable.
10. Brand Strategy and Consulting
10.1 Nature of Strategic Recommendations
Brand strategies, positioning recommendations, naming recommendations, audience frameworks, messaging architectures, content strategies, competitive analyses, and all consulting advice are professional recommendations based on available information and the Studio's expertise. These constitute informed professional opinions, not guarantees.
10.2 No Guarantee of Commercial Outcomes
The Studio does not guarantee that any brand strategy, identity system, positioning framework, or creative output will generate any particular commercial, financial, audience, or market outcome.
10.3 Client Decision-Making
All business decisions arising from the Studio's recommendations, including adoption of brand names, visual identities, messaging, or strategic direction, are made at the Client's sole discretion and risk.
11. Confidentiality
Both parties agree to keep confidential any non-public information received from the other party during or after the engagement, including business strategies, client lists, pricing, financial information, creative methodologies, project briefs, and technical information. Neither party shall disclose confidential information to third parties without the disclosing party's prior written consent, unless required by applicable law or a court order.
This confidentiality obligation survives termination of the engagement for a period of three (3) years.
12. AI-Assisted Workflows
The Studio may use AI-assisted tools for research, ideation, transcription, content planning, copy development, creative concepting, image enhancement, editing assistance, workflow automation, and production support. Use of AI tools on a specific project will be disclosed to the Client upon request. Client data and project files will not be intentionally submitted to external AI platforms for model training purposes.
13. Independent Contractor
The Studio operates as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, franchise, or agency relationship between the parties. The Studio retains full discretion over how Services are performed, subject to the agreed Proposal and reasonable Client direction.
14. Indemnification
The Client warrants that all Materials provided to the Studio are owned by the Client or properly licensed for the intended use. The Client agrees to indemnify, defend, and hold harmless Aganta Foundry, its representatives, contractors, and affiliates from and against any claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:
- The Client's Materials infringing the intellectual property, privacy, or other rights of any third party.
- The Client's breach of these Terms.
- The Client's use of Deliverables in a manner not authorized under these Terms.
- Any Client use, publication, or implementation of Deliverables outside the agreed scope.
15. Limitation of Liability
To the maximum extent permitted by applicable law, the Studio's total cumulative liability arising from any claim, action, or dispute related to the Services shall not exceed the total amount actually paid by the Client to the Studio for the specific Services giving rise to the claim during the 12 months preceding the claim.
The Studio shall not be liable for:
- Indirect, incidental, special, consequential, or punitive damages.
- Loss of profits, revenue, data, or business opportunities.
- Delays caused by the Client's failure to provide Materials, feedback, or approvals on time.
- Failures of third-party platforms, tools, or service providers.
- Changes to third-party platform policies, availability, or functionality.
- Performance outcomes including awareness, engagement, conversion, sales, or revenue results.
16. Force Majeure
The Studio shall not be liable for delays or failure to perform its obligations caused by events beyond its reasonable control, including internet or power outages, natural disasters, government actions, pandemics, civil disruption, labor disputes, or service interruptions from third-party platforms or providers. The Studio will notify the Client promptly of any such event and resume performance as soon as reasonably practicable.
17. Termination
17.1 By the Client
The Client may terminate an engagement by providing written notice. Any fees paid for work already commenced are non-refundable. Outstanding amounts for work completed up to the termination date remain payable.
17.2 By the Studio
The Studio may suspend or terminate Services with written notice if: (a) the Client fails to make payment by the due date; (b) the Client breaches these Terms and fails to remedy the breach within 7 days of written notice; or (c) continuation of the engagement would require the Studio to act in violation of applicable law or professional ethics.
17.3 Effect of Termination
Upon termination, each party shall promptly return or destroy confidential materials belonging to the other party. Completed work that has been paid for will be delivered to the Client. Unpaid Deliverables remain the property of the Studio until outstanding amounts are settled.
18. Dispute Resolution
18.1 Good-Faith Negotiation
The parties agree to first attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by sending written notice identifying the nature of the dispute.
18.2 Arbitration
If a dispute is not resolved within 30 days of written notice, it shall be submitted to binding arbitration under the Arbitration and Conciliation Act, 1996, in Bengaluru, Karnataka, India. The arbitration shall be conducted in English by a sole arbitrator mutually agreed upon by the parties.
18.3 Governing Law
These Terms shall be governed by and construed in accordance with the laws of Karnataka, India.
19. General Provisions
19.1 Cookies
The Website uses cookies as described in the Privacy Policy at https://agantafoundry.com/privacy/. Your continued use of the Website constitutes consent to the use of essential cookies.
19.2 External Links
The Website may contain links to third-party websites. The Studio does not control external websites and is not responsible for their content, privacy practices, or terms.
19.3 Website Framing
You may not frame, embed, or display the Studio's website within any other website or platform without prior written consent.
19.4 Severability
If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be deemed severable and will not affect the validity or enforceability of the remaining provisions.
19.5 Entire Agreement
These Terms, together with the applicable Proposal, Privacy Policy, and any other written agreements signed by both parties, constitute the entire agreement between the parties and supersede all prior communications or agreements regarding the subject matter herein.
20. Contact
For questions regarding these Terms:
Aganta Foundry
Email: [email protected]
Website: https://agantafoundry.com
Terms page: https://agantafoundry.com/terms/