Service Terms

# Definitions

In these Service Terms:

1. (a)"DevXAI", "we", "us" means DevXAI Technologies Private Limited (CIN U63112AP2025PTC118947), operating the Brand Pulse brand, and its permitted successors and assigns.
2. (b)"Client", "you" means the person or business named in the accepted Proposal.
3. (c)"Proposal" means the proposal, plan, quotation or statement of work for an engagement, as accepted by the Client.
4. (d)"Deliverables" means the final, approved content and materials the Proposal lists for delivery.
5. (e)"Working Files" means project files, raw and intermediate media, drafts, scripts, unused concepts, templates, presets and source files used to create the Deliverables.
6. (f)"Fees" means the amounts payable under the Proposal and these Service Terms.
7. (g)"Business day" means a day other than Sunday or a public holiday in Telangana.

# 1. The agreement

The agreement consists of (a) the accepted proposal, plan or statement of work ("Proposal"), and (b) these Service Terms. Acceptance may be by signature, by written confirmation (including email or WhatsApp), or by paying the first invoice — whichever happens first.

Your own purchase-order or vendor terms do not apply, even if referenced or attached, unless we expressly agree to them in writing.

# 2. Scope and deliverables

We deliver only what the Proposal lists. Anything not listed is out of scope and will be quoted separately before we do it.

1. (a)Monthly packages are fixed allocations for that billing month (for example, a number of videos, posts and platforms). Unused allocation lapses at month end and does not roll over, carry forward or convert into credit, unless the Proposal says otherwise — including where it is unused because inputs, approvals or access from you were late.
2. (b)Content production (creating assets) and account management (publishing, scheduling, community engagement, reporting) are separate services and are included only where listed.
3. (c)Original filming, travel, talent, locations, props, voice-over, paid stock and music licences are excluded unless the Proposal lists them.
4. (d)We decide the creative execution, tools, editors and methods used to deliver the brief, including the use of AI-assisted tools, unless the Proposal restricts this.

# 3. Your responsibilities

Timely delivery depends on you. You agree to:

1. (a)provide brand assets, raw footage, product information, offers and approvals on time and in usable form;
2. (b)nominate one decision-maker whose approval binds you;
3. (c)grant platform access through a secure, role-based method (e.g. Meta Business Suite partner access) — never by sharing personal passwords;
4. (d)review every deliverable for factual accuracy, pricing, offers, legal claims and regulatory compliance before approving it. You are solely responsible for claims made about your products and services.

# 4. Approvals and revisions

Each deliverable includes the number of revision rounds stated in the Proposal; if none is stated, two (2) rounds of minor revisions. A revision is a change within the approved brief. A new idea, script, concept, edit direction or format is a new deliverable, not a revision, and is charged or counted against your allocation.

You must give consolidated feedback or approval within three (3) business days of a deliverable being shared. If you do not, the deliverable is deemed approved and may be scheduled, published or delivered as final.

Delays in feedback, inputs or access extend our timelines day for day and do not entitle you to a fee reduction, extension of the month, or a refund.

# 5. Fees, invoices and payment

1. (a)Monthly packages are invoiced in advance and payable before the month’s work begins. One-off projects require the advance stated in the Proposal (if none is stated, 50%) before work starts, with the balance due on delivery and before final files are released.
2. (b)Invoices are payable within seven (7) days of issue, in Indian Rupees, by bank transfer to the account of DevXAI Technologies Private Limited shown on the invoice. We never ask for payment to a personal account or personal UPI ID; payment made anywhere else does not discharge your invoice.
3. (c)DevXAI is not registered under GST and does not charge GST on its fees. If DevXAI becomes liable to register for, or to charge, GST or any other tax, that tax will be added to fees from the date of liability at the prevailing rate, after written notice.
4. (d)Where you deduct tax at source (TDS), you must deposit it and issue the TDS certificate within the statutory period, failing which the deducted amount remains payable by you.
5. (e)Overdue amounts carry interest at 18% per annum (or the maximum rate permitted by law, if lower) from the due date until paid. You also bear reasonable costs of recovery.
6. (f)If any amount is more than seven (7) days overdue we may, without liability and without affecting the fees due, pause all work, withhold deliverables and files, stop scheduled publishing, and suspend account-management access until the account is cleared.
7. (g)Fees are revised annually or on any change in scope. We will give thirty (30) days’ notice of any revision to a monthly package.
8. (h)Ad spend is never included in our fees. It is paid by you directly to the platform, or, where we pay it on your behalf, invoiced in advance with a management fee as stated in the Proposal.

# 6. Ownership and licence of the work

Until every invoice for an engagement is paid in full, all rights in the deliverables remain with DevXAI, and any use you make of them is under a revocable licence that ends automatically on non-payment.

On payment in full, you receive a non-exclusive, perpetual, worldwide licence to use the final approved deliverables for promoting your own business, on any channel. Where the Proposal states that copyright is assigned, the assignment takes effect only on payment in full and covers only the final approved deliverables.

Everything else remains ours and is not transferred: project and working files (e.g. Premiere, After Effects, Figma, PSD files), raw footage we shot unless the Proposal includes it, unused concepts, scripts and drafts, templates, presets, motion systems, music and sound design we created, and our pre-existing tools, know-how and methods. Working files may be purchased separately at our then-current rates.

You may not resell, sublicense or offer the deliverables as stock, templates or to third parties as your own creative work.

# 7. Third-party materials

Stock footage, images, fonts, music and effects we license are used under their providers’ licences, which may limit where and how long they can be used (for example, platform-only music). You must comply with those limits. Licence costs beyond the Proposal are charged at cost. We are not responsible for platform muting, takedowns or claims arising from your use outside the licensed scope, or from audio you choose from a platform’s library.

# 8. Your materials and warranties

You warrant that everything you provide — footage, images, music, logos, testimonials, people’s likenesses, product claims, offers and data — is yours or properly licensed, is accurate, has every consent required (including from people who appear in it), and that our use of it for your engagement will not infringe anyone’s rights or break any law, including the Consumer Protection Act, 2019, ASCI codes, and sector rules (for example on health, finance, real estate or education claims).

You grant us a licence to use your materials to perform the engagement.

# 9. Portfolio and credit

We may display the finished, published work and your name and logo in our portfolio, case studies, showreels and social channels, and may add a discreet credit where the format allows, unless you ask us in writing before publication not to. Confidential, unreleased information is never shown before you release it publicly.

# 10. Results, platforms and accounts

We commit to delivering the agreed work with reasonable skill and care. Reach, views, followers, engagement, leads and sales depend on algorithms, audiences, your product, pricing and market conditions that we do not control. We do not guarantee any performance outcome, and no forecast, benchmark or past result is a promise.

Social platforms change their rules and features without notice. We are not liable for account restrictions, reach drops, demonetisation, content removal, suspensions or bans imposed by a platform, or for data loss on a platform, provided we followed your instructions and the platform’s published policies as they stood when we published.

# 11. Confidentiality

Each party will keep the other’s non-public business information confidential and use it only for the engagement, during the engagement and for two (2) years after it ends. This does not cover information that is public, already known, independently developed, or required to be disclosed by law. Our pricing and Proposals are our confidential information.

# 12. Non-solicitation

During the engagement and for twelve (12) months after it ends, you will not directly or indirectly hire or engage any of our employees or contractors who worked on your account, without our written consent. If you do, you will pay us a placement fee equal to six (6) months of that person’s fees or salary, as a genuine pre-estimate of our loss.

# 13. Limitation of liability

To the maximum extent permitted by law, DevXAI is not liable for any indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, business, goodwill, data or opportunity, however caused.

Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence) or otherwise, is limited to the fees you actually paid us for that engagement in the three (3) months immediately before the event giving rise to the claim.

Any claim must be notified to us in writing within sixty (60) days of the event giving rise to it, failing which it is waived. These limits do not apply to liability that cannot be limited by law.

# 14. Indemnity

You will indemnify and hold harmless DevXAI, its directors, employees and contractors from all claims, losses, penalties, damages and expenses (including reasonable legal fees) arising from: your materials; claims, offers or statements you approved or supplied; your breach of these terms or of law; and your use of the deliverables outside the licensed scope.

# 15. Term, cancellation and termination

Monthly packages continue month to month after any minimum term in the Proposal. Either party may end a monthly package by thirty (30) days’ written notice; the notice month is billed and delivered in full. Refunds are governed by our Refund & Cancellation Policy.

We may terminate immediately by written notice if you fail to pay any amount within fourteen (14) days of its due date, breach these terms and do not remedy it within seven (7) days of notice, ask us to create unlawful, misleading or abusive content, or treat our team abusively.

On termination for any reason, all fees for work done and the full notice period become immediately payable, and clauses 6 to 14, 17 and 18 survive.

# 16. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemics, government action, internet, power or platform outages, strikes or civil unrest. Payment obligations for work already done are not excused.

# 17. Disputes and governing law

These terms and every engagement are governed by the laws of India.

The parties will first try to resolve any dispute by good-faith discussion for fifteen (15) days. Unresolved disputes will be referred to final and binding arbitration by a sole arbitrator appointed by mutual agreement of the parties (failing which, in accordance with the Arbitration and Conciliation Act, 1996), under that Act. Each party bears its own costs unless the arbitrator directs otherwise. The seat and venue of arbitration is Hyderabad, Telangana, and the language is English. Subject to this, the courts at Hyderabad, Telangana have exclusive jurisdiction. Nothing prevents DevXAI from seeking urgent interim relief or recovering undisputed sums in any competent court.

# 18. General

We are an independent contractor; nothing creates a partnership, agency or employment. We may use subcontractors and remain responsible for their work. You may not assign the agreement without our consent; we may assign it to an affiliate or successor. If any clause is held invalid it is modified to the minimum extent needed and the rest continues. A failure to enforce a right is not a waiver. Notices must be in writing to the email address in the Proposal or, for us, to hello@devxaitechnologies.com. This agreement is the entire agreement for the engagement and supersedes prior discussions. We may update these Service Terms; the version in force when a Proposal is accepted (or when a monthly package renews) applies.