Terms of
Service

These Terms of Service ("Terms") constitute a legally binding agreement entered into between Bioscope Design Studio™ ("Studio," "we," "our," or "us"), an independent design consultancy having its registered office in Bengaluru, Karnataka, India, and any commissioning client, corporation, partnership, brand, institution, founder, or individual ("Client," "you," or "your").

These Terms apply generally and universally to:

Execution of a project proposal, written confirmation via email, payment of an initial invoice or retainer deposit, or submission of a design brief shall constitute full, unconditional acceptance of these Terms.

Throughout this agreement, the following capitalized terms have the meanings expressly assigned to them:

3.1 Contractual Scope: The Studio shall render creative design services and deliver agreed Deliverables strictly as described in the written proposal, Statement of Work (SOW), or project schedule confirmed between the Parties.

3.2 Creative & Technical Specifications: All formats, dimensions, color profiles (CMYK/RGB/Pantone), typography licenses, platform requirements, and technical parameters applicable to the project must be documented in writing. Any requirement or specification not recorded in writing shall not be binding upon the Studio.

3.3 Timesheets & Milestones: Services shall be executed in accordance with sequential milestone stages. Work on subsequent milestones shall commence only upon formal acceptance or Deemed Acceptance of the preceding milestone, accompanied by settlement of the associated milestone invoice.

Creative projects naturally evolve, but out-of-scope requests or creative pivots impact studio schedules and resource commitments. To ensure transparency:

4.2 Oral & Informal Communications: No verbal instruction, phone conversation, instant chat message, or unilateral feedback shall be construed as amending the contractual scope or creating financial or delivery commitments for the Studio.

5.1 Standard Entitlement: The Client is entitled to exactly 2 (two) structured rounds of revisions on the selected creative concept or deliverable, included within the agreed professional fee.

5.2 Consolidated Feedback Requirement: Each revision round requires the Client to compile and submit consolidated, unified, and specific written feedback representing all internal stakeholders. Fragmented, conflicting, or piecemeal feedback submitted across multiple emails or days shall be treated as distinct revision rounds.

5.3 Out-of-Scope Revisions & Creative Pivots: Revision requests exceeding the 2 included rounds, or requests for a completely new creative direction, brand thesis, or visual concept after a preliminary direction has already been approved, shall be deemed out of scope. Such work shall be quoted separately at standard studio hourly or project rates and executed solely under a Change Order.

6.1 The Principle of Mutual Punctuality: Outstanding design outcomes require synchronized collaboration. The project delivery schedule is expressly contingent upon the timely fulfillment by the Client of all operational and content Dependencies.

Dependencies include, without limitation:

6.2 Automatic Day-for-Day Timeline Extension: If the Client fails to fulfill any Dependency within the stipulated timeframe, all downstream milestone deadlines and the overall project delivery timeline shall automatically extend on a day-for-day basis (or such longer duration as required by studio scheduling capacity), without constituting a breach or default by the Studio.

6.3 Limitation of Delay Liability: The Studio shall bear zero liability for project launch delays, missed marketing campaigns, media booking losses, or commercial damages arising from Client-induced delays or unfulfilled Dependencies. Time shall not be of the essence for any milestone extended due to client delays or Change Orders.

Our fee structure reflects dedicated studio capacity, creative research, and iterative craft. Unless expressly agreed otherwise in an executed Statement of Work, all design engagements follow our standard three-phase milestone payment framework:

7.2 Withholding of Final Source Files: Production-ready source files (including vector Adobe Illustrator files, Figma master files, open source packages, and font sets) shall be released to the Client strictly upon receipt of 100% full and final payment. The Studio reserves the absolute right to pause creative production at any stage if an invoice is overdue.

7.3 Statutory Taxes & GST: All fees quoted or listed are exclusive of applicable Indian statutory taxes, including Goods and Services Tax (GST at 18%), which shall be levied and borne solely by the Client in addition to the professional fee.

7.4 Late Invoicing & Interest: Payment not received within 7 (seven) calendar days of the due date may, at the Studio's discretion, accrue interest at the rate of 5% per month on the outstanding balance, without prejudice to any other remedies available under Indian law.

8.1 Formal Review Period: Upon transmission of any deliverable or milestone output, the Client shall have a period of 5 (five) business days ("Review Period") to evaluate the work against the agreed project brief and technical specifications.

8.2 The Deemed Acceptance Clause: If the Client fails to provide either a written approval or a specific, reasoned written rejection (identifying the objective respects in which the deliverable deviates from agreed specifications) within the 5 business day Review Period, the deliverable and milestone shall be irrevocably deemed accepted ("Deemed Acceptance") by the Client for all legal, operational, and financial purposes, authorizing the release of subsequent milestone invoices and work commencement.

8.3 Re-submission Cycle: If a timely and valid rejection is received within the Review Period, the Studio shall address the feedback within the remaining rounds of revisions provided in Clause 5, whereupon a fresh 5-day Review Period shall apply.

9.1 Conditional Project Handover & Ownership Transfer: Complete project handover and all right, title, and ownership in and to the final approved Deliverables shall transfer to the Client solely and exclusively upon receipt of the total agreed professional fee in full and final settlement. Until full clearance of all fees, the Studio remains the exclusive owner of all rights and files, and the Client maintains no license, right, or permission to publish, register, or commercially exploit any deliverable.

9.2 Studio Retention of Unselected Concepts: All unselected design directions, alternative logos, preliminary sketches, pitch presentations, working files, color tests, and discarded concepts remain the sole and exclusive intellectual property of Bioscope Design Studio™. The Client shall not copy, recreate, use, or permit any third party to exploit unselected concepts.

9.3 Tools, Know-How & Frameworks: Nothing in this agreement transfers the Studio's proprietary design methodologies, software frameworks, internal tools, prompt systems, templates, or general professional know-how, all of which remain the Studio's sole property.

9.4 Showcase & Portfolio Rights: The Studio retains the perpetual, worldwide, irrevocable, royalty-free right to display, publish, reproduce, and showcase all completed work, case studies, visual assets, and project outcomes in its portfolio, website, award entries, design monographs, and digital marketing channels.

10.1 Sole Client Responsibility: All legal trademark availability searches, conflict checks, classification analyses, registration applications, and associated attorney and registry fees in respect of any logo, mark, name, or design deliverable rest solely and exclusively with the Client.

10.2 Studio Disclaimer of Legal Representation: The Studio is a creative design studio, not a legal practice or intellectual property registry firm. The Studio does not conduct statutory trademark clearance searches or provide legal guarantees of registrability across global trademark offices, unless separately retained under a specialized legal advisory scope.

11.1 Original Creative Expression: The Studio develops Deliverables as original artistic expressions created in good faith to the best of its creative knowledge and capabilities as of the date of delivery.

11.2 Future Similarity & Coincidence Disclaimer: Given the vast volume of global branding, geometric marks, and cultural symbols, the Studio bears zero liability for any future claim of similarity, conflict, or resemblance arising after delivery — including resemblance to marks, designs, or works registered, used, or launched subsequently by any third party anywhere in the world.

11.3 Independent Verification: The Client is strongly advised to conduct independent legal clearance and trademark searches prior to public commercial launch or capital deployment.

12.1 Mutual Covenants: Each Party agrees to maintain strict confidentiality regarding all Confidential Information disclosed by the other Party. Neither Party shall disclose such information to any third party without prior written consent, nor use it for purposes other than the performance of the engagement.

12.2 Standard Safe Harbors: Confidentiality obligations do not apply to information that: (a) is or becomes public knowledge without breach; (b) was already in the receiving party's lawful possession; (c) is received lawfully from a third party without restriction; or (d) is mandated to be disclosed by order of a court or regulatory authority.

12.3 Three-Year Survival: The obligations of confidentiality under this Clause shall survive the completion, termination, or cancellation of the engagement for a period of 3 (three) years thereafter.

13.1 Direct Attribution of Liability: The Studio's liability in connection with any project or service shall arise strictly, and be confined exclusively to, direct losses that are solely and directly attributable to the Studio's proven gross negligence or wilful misconduct.

The Studio shall bear no liability whatsoever for any claim, delay, loss, or damage arising from:

13.2 Exclusion of Consequential Damages: Under no circumstances shall either Party be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, lost revenue, lost opportunity, damage to reputation, or loss of data, even if advised of the possibility of such damages.

13.3 Total Monetary Cap: The aggregate cumulative liability of the Studio arising out of or in connection with any engagement or contract, whether in contract, tort (including negligence), or otherwise, shall in all events be strictly limited to the total professional fee actually paid by the Client to the Studio under the specific engagement.

14.1 Term: Each engagement commences on the effective date of agreement and continues until completion of Deliverables and full fee settlement, unless terminated earlier pursuant to this Clause.

14.2 Termination for Cause: Either Party may terminate an engagement by giving 15 (fifteen) days' prior written notice in the event of an uncured material breach continuing after written notice.

14.3 Non-Refundable Payments: If the Client cancels or suspends a project, in whole or in part, at any stage, all advance deposits and phase payments made for completed phases or active work in progress are strictly non-refundable.

14.4 Settlement of Work Performed: Upon cancellation, the Client shall pay the Studio for all services rendered and deliverables accepted (including those subject to Deemed Acceptance) up to the cancellation date. All work-in-progress files shall remain withheld until accounts are settled in full.

The following conditions govern all visitors and users interacting with our website (bioscopedesign.studio), creative showcases, project inquiry forms, and community channels:

16.1 Good-Faith Amicable Negotiation: The Parties shall first attempt in good faith to resolve any dispute, claim, controversy, or question regarding the existence, validity, or termination of these Terms through cordial negotiation between designated senior executives within 15 (fifteen) business days of written notice.

16.2 Binding Arbitration in Bengaluru: If the dispute is not resolved within 15 business days, it shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended), by a sole arbitrator to be mutually appointed by the Parties. If the Parties fail to agree on a sole arbitrator within 15 days of reference, the appointment shall be made in accordance with the provisions of the Act.

16.3 Seat, Venue & Language: The legal seat and venue of arbitration shall be Bengaluru (Bangalore), Karnataka, India. The language of all arbitration proceedings and arbitral awards shall be English.

16.4 Governing Law & Judicial Jurisdiction: These Terms and all engagements shall be governed by, and construed in accordance with, the laws of the Republic of India. The courts at Bengaluru, Karnataka shall have exclusive jurisdiction over any matter arising hereunder that is not subject to arbitration, including interim relief proceedings.

17.1 Independent Contractor: The relationship between the Studio and the Client is that of an independent contractor. Nothing in these Terms shall be construed as creating a partnership, joint venture, agency, or employer-employee relationship.

17.2 Severability: If any provision of these Terms is held invalid, illegal, or unenforceable by an arbitral tribunal or competent court, such determination shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

17.3 Assignment: The Client shall not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Studio. The Studio may assign its rights in connection with a corporate reorganization or successor entity.

17.4 Entire Agreement: These Terms, together with any executed Statement of Work, project proposal, or signed Change Order, constitute the entire agreement between the Parties regarding their subject matter and supersede all prior understandings, representations, or oral discussions.

Formal legal notices under this Agreement shall be in writing and delivered by registered post or verified electronic mail to the following studio coordinates:

For new project commissions or to request an engagement proposal, visit our Contact page.