Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website https://sufyaanstudio.vercel.app (the "Site") operated by Sufyaan Studio ("we", "us", "our", the "Studio"), and any services, deliverables, or work product provided by the Studio under a written engagement, proposal, or statement of work (each, an "Engagement"). By accessing the Site, submitting a form, or engaging us for services, you agree to these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity. If you do not agree, do not use the Site or our services.

The Studio provides the services described on the Site and in any signed proposal, including but not limited to: custom web development, Shopify and Shopify Plus builds, headless commerce, custom software and SaaS engineering, technical SEO and Generative Engine Optimization (GEO), brand identity and UI/UX design, performance optimization, and ongoing maintenance retainers (the "Services").

Each Engagement is governed by a written proposal or statement of work that incorporates these Terms by reference. In the event of any conflict, the order of precedence is: (a) the executed proposal or statement of work, (b) the Data Processing Addendum where applicable, and (c) these Terms.

You agree not to:

• Use the Site for any unlawful purpose, in violation of any applicable laws or regulations, or to solicit unlawful activity.
• Attempt to gain unauthorised access to any portion or feature of the Site, or any other systems or networks connected to the Site.
• Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission, except as permitted by our published robots.txt.
• Probe, scan, or test the vulnerability of the Site, or breach any security or authentication measures.
• Interfere with or disrupt the Site, its servers, or any network connected to the Site.
• Submit forms with fraudulent, false, misleading, or spam content.

Site content. All content on the Site — including text, graphics, logos, code, design, and the compilation thereof — is the property of the Studio or its licensors and is protected by applicable copyright, trademark, and other intellectual-property laws. You may view and download a single copy of Site materials for personal, non-commercial reference only.

Work product. Subject to your payment in full of all undisputed fees under an Engagement, the Studio assigns to you all right, title, and interest in the work product specifically created for you under that Engagement, excluding any third-party components, pre-existing tools, frameworks, or open-source software (which are licensed to you under their respective licences). Source code is delivered to your GitHub repository under an MIT licence by default, unless otherwise agreed in writing.

Studio tools and know-how. The Studio retains all rights in any pre-existing tools, internal libraries, templates, methodologies, processes, and know-how developed independently of the Engagement ("Studio Tools"). To the extent Studio Tools are embedded in deliverables, you receive a non-exclusive, perpetual, royalty-free licence to use them solely as part of the delivered work product.

Portfolio rights. Unless you request otherwise in writing, the Studio may reference the Engagement and display non-confidential deliverables in its portfolio and case studies.

You agree to:

• Provide timely access to the people, content, brand assets, accounts, and approvals required to perform the Services.
• Ensure that all materials you provide (text, images, code, data) are owned by you or properly licensed, and do not infringe any third-party rights.
• Review deliverables within the agreed review window (typically 5 business days per milestone). Delays in client review may push the project timeline.
• Pay invoices on time per the agreed payment schedule.

We are not responsible for delays or sub-optimal outcomes caused by delayed client feedback, missing assets, or changes in scope requested after a milestone is signed off.

Fees are as quoted in the executed proposal. Unless otherwise specified, our invoices are denominated in USD and may be paid in USD, GBP, EUR, AED, INR, AUD, CAD, or SGD at the prevailing exchange rate, plus any wire or payment-processor fees. Accepted payment methods include wire transfer, Stripe, PayPal, Wise, and USDC/USDT (on certain tiers).

The default payment schedule for fixed-price projects is: 30% on signing, 30% on midpoint milestone, and 40% on final launch. Retainers are invoiced monthly in advance. Invoices are due within 7 days of issue unless otherwise stated in the proposal.

Late payment of any undisputed amount may accrue interest at the rate of 1.5% per month (or the maximum permitted by law, if lower), and the Studio may suspend work, hosting, or support until the balance is settled.

Prices on the Site are indicative and exclusive of applicable taxes, including GST, VAT, sales tax, or any other transaction tax, which is the client's responsibility unless explicitly stated otherwise in the proposal.

Each milestone includes up to two rounds of revisions as described in the proposal. Additional revision rounds, or change requests that materially expand the agreed scope, are billed at our standard hourly rate or as a separately quoted change order. "Material" is determined by the Studio in good faith, taking into account the impact on timeline and resource allocation.

Engagements are milestone-based. If you cancel an Engagement before completion, you own all work product delivered to date, and we provide a 30-day handover period at no additional cost. We refund the unused portion of any prepaid, unstarted milestone fees. Started but unfinished milestones are not refundable except as required by Indian consumer law or your local consumer-protection law.

Retainers may be cancelled with 30 days' written notice. No refund is provided for the then-current monthly period.

Either party may terminate an Engagement immediately for material breach that is not cured within 14 days of written notice, or immediately upon the other party's insolvency, bankruptcy, or assignment for the benefit of creditors.

The Studio warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For website projects we warrant a Lighthouse Performance score of 90+ (Starter tier) or 95+ (Growth, Scale, Shopify tiers) on a representative page within 30 days of launch, and we will fix any warranted non-conformity at no additional cost during the warranty period (30 / 60 / 90 days depending on tier).

Disclaimer. Except as expressly stated above, the Site and Services are provided "as is" and "as available" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or that the Services will be uninterrupted, error-free, or secure. We do not warrant any specific search-engine ranking, traffic level, conversion rate, or revenue outcome, all of which depend on factors outside our reasonable control.

To the maximum extent permitted by law, the Studio's aggregate liability arising out of or relating to an Engagement or these Terms shall not exceed the total amount you have actually paid to the Studio under the relevant Engagement in the 12 months preceding the event giving rise to the claim.

In no event shall the Studio be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.

Nothing in these Terms excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) breach of confidentiality obligations; (d) infringement of the other party's intellectual-property rights; or (e) any other liability that cannot be excluded or limited by applicable law.

You agree to defend, indemnify, and hold harmless the Studio and its affiliates, officers, and representatives from any third-party claim arising out of (a) materials you provide, (b) your breach of these Terms, (c) your wilful misconduct, or (d) your infringement of any third-party right.

The Studio agrees to defend, indemnify, and hold you harmless from any third-party claim that the deliverables, as delivered by the Studio and used by you in accordance with these Terms, infringe a valid copyright, trademark, or trade secret, provided you notify the Studio promptly of any such claim and grant the Studio sole control of the defence. The Studio's indemnification obligation does not extend to claims arising from combinations with third-party products, modifications not made by the Studio, or use outside the scope of the Engagement.

Each party agrees to keep confidential any non-public information of the other party that is identified as confidential or that a reasonable person would consider confidential ("Confidential Information"). We will sign a mutual NDA before any confidential discussion on request. The obligations of confidentiality survive termination of the Engagement for 3 years. Confidentiality does not apply to information that is (a) already public, (b) independently developed, (c) lawfully received from a third party, or (d) required to be disclosed by law.

Engagements frequently involve third-party platforms such as Vercel, AWS, Cloudflare, Shopify, Stripe, Sanity, Contentful, Cal.com, FormSubmit, Google Analytics, and similar. We are not responsible for the availability, security, or terms of those services, although we will use commercially reasonable efforts to select reliable vendors and to configure them in line with industry best practice. Your use of any third-party service is governed by that provider's own terms.

Where the Studio processes personal data on your behalf in the course of an Engagement, the parties' respective obligations are set out in the Data Processing Addendum, which is incorporated into every Engagement by default. The current DPA is available at /dpa.

Neither party shall be liable for any delay or failure in performance resulting from acts beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, pandemic, government action, internet or utility outage, denial-of-service attack, or general labour disturbance. The affected party shall give prompt written notice and use reasonable efforts to mitigate.

These Terms and any Engagement are governed by the laws of India, without regard to its conflict-of-laws principles. The parties shall first attempt to resolve any dispute through good-faith negotiation for a period of 30 days. If unresolved, the dispute shall be submitted to binding arbitration seated in Mumbai, Maharashtra, in English, under the Arbitration and Conciliation Act, 1996 (or the local equivalent if both parties are based outside India and agree in writing).

Nothing in this clause prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect its intellectual-property or confidential information.

Entire agreement. These Terms, together with the executed proposal and DPA, constitute the entire agreement between the parties and supersede all prior agreements.

Amendments. The Studio may update these Terms from time to time; the "Last updated" date reflects the most recent change. Material changes that affect active Engagements will be notified in writing.

Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Assignment. You may not assign an Engagement without the Studio's prior written consent. The Studio may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Notices. Notices must be in writing and sent to the addresses set out in the proposal, or to dev.sufyaan@gmail.com for the Studio.

No waiver. Failure to enforce any right under these Terms shall not constitute a waiver of that right.

For any questions about these Terms, contact:

Sufyaan Studio — Legal
Email: dev.sufyaan@gmail.com
Subject line: "Terms of Service"