These Master Client Terms & Conditions ("Terms") govern all services provided under the brand Picassocial ("Picassocial", "Agency", "we", "us" or "our") to any individual, company, organisation or other entity engaging our services ("Client", "you" or "your").
These Terms apply to project-based engagements, retainers, consulting engagements, design services, branding, marketing and communication services, website and software development, UI/UX, technology services, maintenance, support and any other professional services provided by Picassocial.
By accepting a proposal, quotation, estimate, Statement of Work ("SOW"), work order or commercial document, signing an agreement, issuing a purchase order referencing our services, providing written approval, making any payment, instructing Picassocial to commence work, or otherwise commencing or continuing an engagement with Picassocial, the Client acknowledges that it has read, understood and agreed to these Terms.
Picassocial operates as M/S PICASSOCIAL, having its principal place of business at:
Picassocial
Cabin 4 & 5, 3rd Floor
Surya Office Spaces
72/12, Nallurahalli Main Road
Siddapura, Whitefield
Bengaluru, Karnataka – 560066
India
The Client's legal identity shall be the individual or entity identified in the applicable proposal, quotation, invoice, SOW, purchase order or other engagement document.
Each engagement may consist of:
The Proposal/SOW shall define engagement-specific matters including scope, deliverables, pricing, timelines, billing structure and special commercial arrangements.
If there is a conflict between these Terms and an applicable Proposal/SOW, the Proposal/SOW shall prevail only to the extent that it expressly modifies or overrides a provision of these Terms.
All provisions not expressly modified shall continue to apply.
The scope of services shall be strictly limited to the services, deliverables, quantities, timelines, platforms, features, integrations and inclusions expressly identified in the applicable Proposal/SOW.
Anything not expressly included shall be considered outside scope.
This includes, without limitation, additional:
Picassocial may provide a separate estimate or Change Request for additional work.
No past practice, informal assistance or occasional accommodation shall create an obligation to provide similar services in the future.
For fixed-scope or project-based engagements, Picassocial shall perform the work specified in the applicable Proposal/SOW.
Project pricing is based upon the scope and assumptions existing when the quotation or proposal is issued.
Material changes to requirements, direction, complexity, integrations, specifications, deliverable quantities or dependencies may require revised commercials and timelines.
Unless expressly agreed otherwise, project fees do not create an unlimited obligation to provide revisions, meetings, consulting, support or additional deliverables.
A retainer provides the Client access to an agreed level of Picassocial's professional services and/or reserved operational capacity during the applicable billing period.
A retainer shall not constitute unlimited services, unlimited revisions, unlimited deliverables, unlimited meetings or unlimited access to Picassocial personnel, unless expressly stated otherwise in the applicable Proposal/SOW.
The services, capacity, deliverable limits, turnaround expectations and other restrictions applicable to a retainer shall be governed by the applicable Proposal/SOW.
Picassocial may prioritise and schedule requests based on complexity, urgency, existing workload, dependencies and available capacity.
Unless otherwise expressly agreed:
Where a Proposal expressly provides rollover benefits, rollover shall operate only according to the limits and validity period stated in that Proposal.
Work shall commence only after:
Indicative commencement dates do not constitute guaranteed resource reservations unless expressly confirmed by Picassocial.
Delayed payments, approvals, content or Client dependencies may result in resources being allocated elsewhere and revised commencement or delivery dates.
The Client agrees to pay all fees, applicable taxes, approved expenses and other charges specified in the applicable Proposal, Statement of Work, quotation or invoice.
Each invoice shall be payable within the payment period stated on that invoice or applicable commercial document. The statutory maximum period available under applicable law shall not be interpreted as extending any shorter contractual payment period agreed between the parties.
Unless expressly agreed otherwise:
Where an invoice remains unpaid after its contractual due date, Picassocial may, without prejudice to any other contractual or statutory remedy:
Picassocial is registered under the Udyam framework under Udyam Registration No. UDYAM-KR-03-0263450. Where Picassocial qualifies for protection under the Micro, Small and Medium Enterprises Development Act, 2006, delayed payments shall additionally remain subject to Sections 15 to 24 of that Act, including statutory interest and recovery mechanisms available to Micro and Small Enterprises.
Nothing contained in any Client purchase order, vendor terms, procurement policy or payment cycle shall operate to waive mandatory statutory rights available to Picassocial.
Picassocial is registered as a Micro, Small and Medium Enterprise under the Udyam Registration framework of the Government of India.
Udyam Registration Number: UDYAM-KR-03-0263450
To the extent Picassocial qualifies as a Micro or Small Enterprise for the purposes of the Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act"), all applicable statutory protections relating to delayed payments shall apply to amounts payable by the Client to Picassocial.
Without prejudice to any shorter payment period specified in an invoice, Proposal, Statement of Work or other commercial document, the Client acknowledges that payment obligations shall also remain subject to the mandatory provisions of the MSMED Act.
Where any amount payable to Picassocial remains unpaid beyond the period prescribed under applicable law, Picassocial reserves all statutory rights and remedies available to it, including the right to claim interest in accordance with Section 16 of the MSMED Act and to make a reference in respect of the unpaid amount to the appropriate Micro and Small Enterprises Facilitation Council ("MSEFC") or through such Government mechanism or portal as may be available from time to time, including the MSME Samadhaan mechanism.
Any contractual payment terms, dispute-resolution provisions, arbitration provisions or other provisions contained in these Terms, a Proposal, SOW, purchase order or Client document shall be interpreted subject to mandatory rights available to Picassocial under the MSMED Act and shall not operate as a waiver of any statutory protection that cannot lawfully be waived.
The Client shall remain liable for the principal outstanding amount together with any statutory interest, costs, charges or other amounts recoverable under applicable law.
The Client acknowledges Picassocial's MSME/Udyam status when entering into an engagement with Picassocial.
Unless expressly included, the Client is responsible for third-party expenses including:
hosting, domains, cloud infrastructure, APIs, software subscriptions, plugins, themes, fonts, stock assets, licences, advertising spend, printing, couriers, external production, payment gateway charges and specialist vendors.
Third-party pricing may change independently of Picassocial.
Picassocial shall not be required to personally fund or permanently carry third-party costs on behalf of the Client.
Unless the Proposal/SOW specifies otherwise, a maximum of three (3) revision cycles shall be included for each applicable approved scope/module.
A revision means reasonable modification of an existing submitted direction and does not include creation of an entirely new direction or material alteration of previously approved requirements.
Additional charges may apply to:
Approvals, instructions, confirmations and sign-offs may be provided through agreed business communication channels including email, WhatsApp, Slack, Microsoft Teams, Figma comments and project-management platforms.
Once a deliverable, concept, phase, specification or direction has been approved, Picassocial may proceed in reliance upon that approval.
Subsequent modifications may constitute a Change Request and affect fees and timelines.
The Client is responsible for ensuring that persons providing instructions or approvals on its behalf possess appropriate authority.
Any addition, modification, enhancement, restructuring, deviation or expansion outside the approved scope constitutes a Change Request ("CR").
Picassocial may:
Additional work shall commence only after appropriate approval.
Informal discussions, brainstorming or exploratory conversations do not automatically modify the contractual scope.
The Client shall:
Picassocial may rely upon information and instructions supplied by the Client without independently verifying their accuracy unless verification is expressly included in scope.
The Client represents and warrants that it owns, controls or has obtained all necessary rights, licences, permissions and consents to use and provide any:
supplied to Picassocial.
Picassocial shall not be responsible for infringement or unlawful use resulting from materials or instructions supplied or expressly approved by the Client.
Timelines depend upon timely Client participation.
Where approvals, payments, content, credentials, decisions or other Client dependencies are delayed, corresponding project timelines may automatically shift.
Picassocial shall not be responsible for delays attributable to Client dependencies.
Where a project remains substantially inactive due to the Client for 30 consecutive days, Picassocial may place it on hold.
Where inactivity continues for 60 days or more, Picassocial may archive the project and require revised timelines, resource allocation and/or a reasonable reactivation charge before work resumes.
Where inactivity continues for 90 days or more, Picassocial may treat the engagement as dormant or closed, subject to payment for work already completed and committed costs.
Reactivation thereafter shall be subject to availability and may require a new Proposal/SOW.
Unless expressly described as guaranteed, timelines are reasonable estimates based on known scope and dependencies.
Timelines may be affected by:
A delay caused by these factors shall not automatically constitute breach by Picassocial.
Unless the applicable Proposal/SOW specifies another arrangement, either party may terminate an ongoing retainer by providing 30 days' written notice.
Fees falling due during the applicable notice period shall remain payable.
Termination does not create a right to refund fees already earned, committed or paid for reserved capacity.
Any outstanding invoices and approved third-party commitments shall become due according to their applicable payment terms.
Picassocial may suspend or terminate services sooner in cases of material breach, persistent non-payment, unlawful instructions, harassment, misuse of services or circumstances making continued performance legally or operationally unreasonable.
Either party may terminate a project by written notice.
Upon cancellation:
Picassocial may withhold transfer of unpaid deliverables and transferable intellectual property until outstanding dues are cleared.
In addition to any other termination or suspension rights contained in these Terms, Picassocial may terminate an engagement for convenience, without requiring the Client to have committed a breach, by providing the Client with 30 days' prior written notice, unless a different notice period is expressly specified in the applicable Proposal, Statement of Work or other written agreement.
During the notice period, Picassocial may, where reasonably practicable, continue the agreed services, complete mutually agreed priority items, or undertake an orderly transition or handover of the engagement.
Where the nature of the engagement, operational circumstances, resource availability or mutual agreement makes continued performance during the notice period impracticable, Picassocial and the Client may agree to an earlier termination date.
Upon termination by Picassocial for convenience:
Termination under this Section shall not affect any rights, payment obligations, liabilities or remedies accrued before the effective date of termination.
Nothing in this Section limits Picassocial's separate right to suspend, refuse or terminate services immediately or on shorter notice where permitted under these Terms due to non-payment, material breach, misconduct, harassment, unlawful instructions, fraud, security concerns, legal or regulatory risk, or other circumstances expressly permitting such action.
Neither party shall be liable for failure or delay caused by circumstances beyond its reasonable control, including:
Affected obligations and timelines may be reasonably extended for the duration and impact of such circumstances.
All intellectual property owned by the Client before the engagement remains the Client's property.
The Client grants Picassocial a limited licence to use Client materials to the extent reasonably necessary to perform the services.
Subject to full payment, ownership or usage rights in specifically identified final deliverables shall transfer or be licensed to the Client according to the applicable Proposal/SOW.
No transfer shall occur until all amounts relating to the applicable engagement have been fully paid.
Third-party materials and Agency Background IP incorporated into a deliverable remain subject to their respective ownership and licence terms.
Picassocial retains ownership of its pre-existing and independently developed:
The fact that such material is used while performing Client work shall not transfer its underlying ownership to the Client.
Picassocial may continue using general skills, knowledge, methods and non-confidential learnings acquired during an engagement.
Unless expressly included in the Proposal/SOW, preliminary concepts, rejected concepts, explorations, internal working files, editable files, development utilities and unused creative directions are not deliverables.
Source/editable files shall be supplied only where expressly included or separately agreed.
Transfer of final source files does not transfer ownership of Picassocial's underlying reusable tools, methods or Background IP.
Deliverables may incorporate third-party materials such as:
Such materials remain governed by their respective third-party licence terms.
Where necessary, the Client may be required to purchase or maintain licences directly.
Unless prohibited by a written NDA, confidentiality obligation or expressly agreed restriction, Picassocial may showcase completed and publicly released work for legitimate portfolio and promotional purposes, including:
Picassocial shall not knowingly disclose confidential Client information merely for promotional purposes.
Each party shall use reasonable measures to protect non-public confidential information received from the other.
Confidential information may be disclosed where reasonably necessary:
Confidentiality obligations survive termination to the extent required by applicable law and the nature of the information.
Where Picassocial processes personal data on behalf of a Client, the Client represents that it has appropriate authority, notices, permissions and lawful grounds to provide such information for the intended purpose.
Picassocial shall use reasonable organisational and technical safeguards appropriate to the nature of information handled.
The Client remains responsible for the legality of its own collection, processing, retention and use of personal information unless expressly agreed otherwise.
Where the nature of an engagement requires detailed data-processing obligations, the parties may execute a separate Data Processing Agreement.
Services may depend upon third-party providers including hosting companies, cloud providers, APIs, payment gateways, social networks, search engines, CMS platforms, software providers, plugins and external vendors.
Picassocial does not control such third parties and cannot guarantee their continued availability, pricing, policies or functionality.
Picassocial shall not be responsible for failures caused solely by third-party:
except to the extent directly caused by Picassocial's own breach or misconduct.
Unless expressly agreed otherwise:
A "bug" means reproducible behaviour materially inconsistent with the mutually approved specification, rather than a subsequently desired feature or changed preference.
Hosting, monitoring, cybersecurity, backups, disaster recovery and maintenance are included only where expressly stated.
No internet-connected system can be guaranteed to be completely immune from cyberattack, malware, service interruption or unauthorised access.
Picassocial shall implement only those security, backup and monitoring obligations expressly included in scope or otherwise reasonably applicable to the services being provided.
Following handover or termination of hosting/support responsibilities, the Client is responsible for maintaining appropriate backups, updates, credentials and security unless Picassocial has separately agreed to provide them.
Picassocial provides professional creative, strategic, communication and/or technical services but does not guarantee any specific commercial result unless expressly stated in writing.
Picassocial does not guarantee:
Performance may depend upon factors outside Picassocial's control.
Unless legal or regulatory review is expressly included in scope, Picassocial does not provide legal, tax, financial or regulatory advice.
The Client remains responsible for final approval of:
Picassocial may rely on the Client's approval before publication.
Picassocial may use commercially reasonable software, automation and AI-assisted tools as part of its internal creative, research, operational or development workflows, subject to applicable confidentiality obligations and any express restrictions agreed with the Client.
AI-assisted material may be reviewed, edited, adapted or incorporated into broader human-created work.
Unless expressly agreed otherwise, Picassocial does not warrant that AI-assisted outputs are absolutely unique or incapable of similarity to independently created material.
Where a Client requires specific restrictions regarding AI tools or confidential information, those restrictions must be expressly agreed in writing before the affected work is performed.
Maintenance, support, monitoring, updates, troubleshooting, modifications and post-delivery assistance are provided only where expressly included.
Support outside the agreed scope may be separately chargeable.
Completion or delivery of a project does not create an indefinite obligation to provide free maintenance or technical assistance.
Picassocial may use employees, independent professionals, specialist vendors, contractors and service providers where reasonably necessary to deliver the services.
Picassocial remains responsible for managing its contractual service obligations, subject to these Terms.
To the extent permitted by applicable law, during an active engagement and for 12 months thereafter, the Client shall not knowingly solicit for direct employment or engagement Picassocial personnel who were materially involved in the Client's engagement, without Picassocial's prior written consent.
This provision does not prohibit general recruitment campaigns not specifically directed toward Picassocial personnel.
To the extent permitted by applicable law, the Client shall indemnify and hold Picassocial harmless from third-party claims, liabilities, losses, damages and reasonable costs arising from:
This clause shall not require the Client to indemnify Picassocial for losses finally determined to have resulted from Picassocial's fraud, wilful misconduct or other liability that cannot lawfully be excluded.
To the maximum extent permitted by applicable law, Picassocial shall not be liable for indirect, incidental, special, punitive or consequential damages, including loss of profits, revenue, business opportunity, goodwill or anticipated savings arising from an engagement.
Except for liability that cannot lawfully be limited or excluded, Picassocial's aggregate liability arising from an engagement shall not exceed the fees actually paid to Picassocial for the specific project or applicable service giving rise to the claim.
The parties acknowledge that the commercial pricing of the services reflects this allocation of risk.
Except for commitments expressly stated in the applicable Proposal/SOW, services are provided using commercially reasonable professional efforts.
Picassocial does not warrant that every deliverable, website, application, platform, campaign or third-party integration will operate perpetually, without interruption or without error.
Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.
Picassocial may suspend or refuse work where:
Where reasonably possible, Picassocial shall provide notice and an opportunity to remedy remediable breaches.
Picassocial acts as an independent service provider.
Nothing in an engagement creates a partnership, joint venture, employment relationship, fiduciary relationship or agency between Picassocial and the Client unless expressly agreed otherwise.
Neither party may bind the other except as expressly authorised.
Neither party may assign material rights or obligations under an engagement without the other party's written consent, such consent not to be unreasonably withheld, except in connection with a bona fide merger, restructuring, acquisition or transfer of substantially all relevant business assets, subject to applicable law.
Formal notices concerning termination, material breach, disputes or legal claims should be provided in writing to the business contact/email identified in the applicable Proposal/SOW or other formally notified address.
Routine project communication may continue through approved communication channels.
Failure or delay by either party in enforcing a contractual right shall not constitute permanent waiver of that right.
A waiver shall apply only where expressly given.
If any provision is determined by a competent authority to be invalid or unenforceable, it shall be interpreted or limited to the minimum extent necessary, and the remaining provisions shall continue in effect.
Provisions which by their nature are intended to survive completion or termination — including payment obligations, confidentiality, intellectual property, indemnities, liability limitations and dispute-resolution provisions — shall survive accordingly.
The applicable Proposal/SOW, these Terms and any mutually executed agreement or expressly incorporated schedule constitute the agreement between the parties concerning the relevant engagement and supersede prior discussions concerning the same subject matter.
No verbal statement shall modify these Terms unless subsequently documented and accepted by authorised representatives of the parties.
Picassocial may update these Terms from time to time for future engagements.
The version applicable to an engagement shall ordinarily be the version incorporated or accepted when that engagement is entered into, unless the parties subsequently agree to an updated version or applicable law permits otherwise.
Material contractual changes shall not automatically alter an existing fixed-term engagement merely because the website Terms have subsequently been updated.
These Terms and each engagement shall be governed by the laws of India.
The parties shall first attempt in good faith to resolve disputes through discussions and negotiations.
If a dispute remains unresolved for 30 days following written notice, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended.
The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties cannot mutually appoint the arbitrator, appointment shall occur in accordance with applicable law.
The seat and legal place of arbitration shall be Bengaluru, Karnataka, India.
Proceedings shall be conducted in English.
Hearings may take place physically, virtually or through a hybrid arrangement as permitted by the arbitral tribunal.
The arbitral award shall be final and binding.
Subject to applicable arbitration law, courts of competent jurisdiction at Bengaluru, Karnataka shall have jurisdiction in relation to interim relief, enforcement and other matters appropriately falling within court jurisdiction.
The Client acknowledges and accepts these Terms by any applicable act evidencing engagement with Picassocial, including:
Each Proposal/SOW may incorporate these Terms by reference.
The Client is encouraged to review these Terms before engaging Picassocial.
Questions concerning these Terms may be directed to:
Picassocial
Cabin 4 & 5, 3rd Floor
Surya Office Spaces
72/12, Nallurahalli Main Road
Siddapura, Whitefield
Bengaluru, Karnataka – 560066
India
Email: anterleena.maiti@picassocial.com
Website: www.picassocial.com