Terms of Service

1. Acceptance

By accessing or using our website (the “Site”), you agree to these General Website Terms and to our Privacy Policy and Cookie Notice. If you do not agree, please do not use the Site.

2. Eligibility

You must be at least 18 years old or the age of majority in your jurisdiction to use the Site.

3. Account & Security

Where account creation is offered, you are responsible for maintaining the confidentiality of your credentials and for all activities under your account. Notify us immediately of any unauthorised use.

4. Permitted Use

You may browse, learn about our services, and contact us. You shall not (a) copy, mirror, or frame Site content; (b) use automated means to access the Site; (c) introduce malware; (d) scrape or harvest data without consent; or (e) use the Site for unlawful, infringing, defamatory, or harmful purposes.

5. Intellectual Property

All content on the Site—including text, graphics, logos, photos, videos, and code—is owned by or licensed to LSD and protected by applicable IP laws. Except as expressly permitted, no rights are granted to you. You may not use our name, logo, or marks without prior written consent.

6. User Submissions

If you submit enquiries, feedback, or files via forms or email, you grant us a worldwide, non‑exclusive, royalty‑free licence to use such submissions to respond to you and improve our services. You represent that you have the rights to provide such material and that it does not infringe third‑party rights.

7. Third‑Party Links

The Site may contain links to third‑party websites or tools. We do not control and are not responsible for their content or policies. Access is at your own risk.

8. Privacy & Cookies

We process personal data per our Privacy Policy and use cookies/trackers as described in our Cookie Notice. By using the Site, you consent to such processing. (Add links to your Privacy Policy and Cookie Notice.)

9. No Professional Advice

Content on the Site is for general information only and does not constitute legal, financial, or other professional advice.

10. Disclaimer of Warranties

The Site is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non‑infringement. We do not warrant that the Site will be uninterrupted, secure, or error‑free.

11. Limitation of Liability

To the maximum extent permitted by law, LSD will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, data, or goodwill, arising from or related to your use of the Site. Our aggregate liability for any claims relating to the Site shall not exceed INR 10,000.

12. Indemnity

You agree to indemnify and hold LSD and its directors, employees, and agents harmless from any claims, liabilities, damages, and expenses (including reasonable legal fees) arising out of your use of the Site or your breach of these terms.

13. Governing Law & Dispute Resolution

These terms are governed by the laws of India. Courts at Kochi, Kerala shall have exclusive jurisdiction. At our discretion, disputes may first be referred to mediation or arbitration under the Arbitration and Conciliation Act, 1996 in Kochi, in English, by a sole arbitrator appointed by LSD.

14. Changes

We may update these terms from time to time by posting a revised version on the Site with an updated Effective Date. Continued use of the Site constitutes acceptance of the updated terms.

15. Contact

For questions regarding the Site or these terms, contact us at [email protected].

B) Service Terms (Client Engagements)

These Service Terms apply when a client signs a Proposal/Scope of Work (“SOW”) with LSD for services such as brand strategy, digital marketing, creative production, video/film production, web/app development, advertising, or related consulting.

1. Definitions

  • Client: The entity identified in the SOW.

  • Services: The work described in the SOW.

  • Deliverables: Outputs specified in the SOW (e.g., designs, videos, code, copy).

  • Start Date / Term: As specified in the SOW.

  • Fees: Professional fees plus applicable taxes as set out in the SOW.

2. Scope & SOW

Services are rendered per the signed SOW, which may include timelines, milestones, dependencies, and acceptance criteria. If there is a conflict between these Service Terms and the SOW, the SOW prevails for scope‑specific items.

3. Client Responsibilities

Client will: (a) designate a decision‑maker; (b) provide timely access to information, brand assets, approvals, and third‑party accounts; (c) obtain required third‑party licences/consents; and (d) ensure that any materials provided to LSD are lawful and non‑infringing. LSD is not responsible for delays or costs arising from Client’s delays or omissions.

4. Timelines & Dependencies

Project schedules assume timely inputs/approvals. Delays in Client inputs, change requests, or force majeure may shift timelines. Time is not of the essence unless expressly stated in the SOW.

5. Changes (Change Requests)

Out‑of‑scope work or material changes requested by Client will require a written change order with revised scope, fees, and timelines. LSD is not obliged to commence changes until the change order is accepted and, if applicable, advance fees are paid.

6. Fees, Taxes & Payment

  • Fees: As per SOW (exclusive of taxes).

  • Taxes: GST and other applicable taxes are additional and payable by Client.

  • Invoices: Raised per milestones or monthly, as specified in the SOW.

  • Payment Terms: [e.g., within 7/15 days of invoice date], via bank transfer to the account on the invoice.

  • Late Fees: Interest at [e.g., 1.5% per month] or the maximum permitted by law on overdue amounts.

  • Expenses: Pre‑approved out‑of‑pocket costs (e.g., travel, stock assets, media spends, hosting) are billable at actuals + [x]% handling (if applicable).

7. Intellectual Property

  • Pre‑existing IP: Each party retains ownership of its pre‑existing IP, tools, templates, know‑how, and underlying frameworks.

  • Deliverables: Subject to full payment of all fees and taxes, LSD assigns to Client the rights in final Deliverables expressly identified as “Client‑owned” in the SOW, excluding LSD Tools/Pre‑existing IP and Third‑Party Materials.

  • LSD Tools: Any reusable components, libraries, project files, working files, and production assets remain LSD’s property; we grant Client a licence to use them only as embedded in the final Deliverables.

  • Third‑Party Materials: Where Deliverables incorporate third‑party content (fonts, stock, music, plugins, APIs), usage is subject to the relevant third‑party licences. Client is responsible for ongoing licence renewals unless otherwise stated in the SOW.

8. Portfolio & Credits

LSD may display Client’s name, logo, and non‑confidential Deliverables in portfolios, showreels, case studies, and marketing materials, unless the SOW explicitly restricts this. Reasonable on‑screen or metadata credit may be included in audiovisual works where customary.

9. Revisions & Acceptance

Unless otherwise stated in the SOW, fees include up to [two] revision rounds per key Deliverable. Additional rounds are billable. A Deliverable is deemed accepted on the earlier of (a) Client’s written acceptance; or (b) 7 days after delivery with no material rejection specifying objective non‑conformity to the SOW.

10. Confidentiality

Each party will keep the other’s Confidential Information secret and use it only for the project. Exceptions include information that is public, independently developed, or received from a third party without breach. Obligations survive for 3 years after termination, or longer where law requires (e.g., trade secrets).

11. Data Protection

If services involve personal data, the parties will comply with applicable data‑protection laws. A separate Data Processing Addendum (DPA) may be executed where required; Client will not instruct LSD to process sensitive personal data unless agreed in writing.

12. Warranties & Disclaimers

  • Each party warrants it has authority to enter the agreement.

  • Client warrants that materials it provides do not infringe any rights and that it has obtained necessary consents.

  • LSD warrants that Deliverables will materially conform to the SOW upon delivery.

  • Except as stated, Services and Deliverables are provided “as is” without warranties of merchantability, fitness, or non‑infringement.

13. Indemnities

  • By Client: Against claims arising from Client materials, instructions, or breach.

  • By LSD: Against third‑party IP claims alleging that LSD’s original work (excluding Client materials and third‑party materials) infringes IP rights in India. Remedies may include modification, replacement, or refund of the affected Deliverable’s fees.

14. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, including lost profits or data. LSD’s total liability arising under an SOW will not exceed the total fees paid by Client to LSD under that SOW in the 3 months preceding the event giving rise to the claim.

15. Term, Suspension & Termination

  • Term: As per SOW.

  • Suspension: LSD may suspend work for non‑payment or material breach after written notice.

  • Termination for Convenience: Either party may terminate with [15/30] days’ written notice; Client will pay for work performed, committed third‑party costs, and a [x%] cancellation fee if specified in the SOW.

  • Termination for Cause: For uncured material breach after 10 days’ notice.

  • Effect: On termination, Client pays all due amounts; licences to unpaid Deliverables are revoked; each party returns or destroys Confidential Information.

16. Non‑Solicitation

During the project and for 12 months after its end, Client will not solicit or hire LSD’s employees or key contractors who worked on the project, except with LSD’s written consent.

17. Subcontracting & Independent Contractor

We may use vetted subcontractors while remaining responsible for the Services. LSD acts as an independent contractor; nothing creates an employment, joint venture, or agency relationship.

18. Force Majeure

Neither party is liable for delays or failure to perform due to events beyond reasonable control (e.g., natural disasters, epidemics, strikes, internet outages, government action). Time for performance is extended accordingly.

19. Notices

Formal notices under the SOW must be in writing and sent to the addresses/emails specified in the SOW, deemed received on delivery confirmation or 2 business days after dispatch.

20. Governing Law & Dispute Resolution

These Service Terms and any SOW are governed by the laws of India. Disputes will be subject to the exclusive jurisdiction of the courts at Kochi, Kerala. Parties may agree to resolve disputes by arbitration under the Arbitration and Conciliation Act, 1996 in Kochi, in English, before a sole arbitrator.

21. Entire Agreement & Order of Precedence

These Service Terms together with the SOW constitute the entire agreement and supersede prior discussions. If there is a conflict, the following order applies: (1) SOW; (2) these Service Terms; (3) any schedules/attachments.

22. Severability & Waiver

If any provision is held invalid, the remainder remains effective. Failure to enforce a provision is not a waiver.