Legals

Terms of Service

These Terms are governed by Indian law and apply to our website and digital services for clients in the USA, Poland, the Netherlands, and worldwide.

Last updated: 2 July 2026Privacy Policy

1. Introduction & Acceptance

These Terms of Service ('Terms') are entered into between Onivo ('Onivo', 'we', 'us', or 'our') and you ('you', 'your', or 'Client'). They apply to your access and use of https://onivo.design (the 'Website') and to any proposal, statement of work, retainer, subscription, or other engagement under which we provide web design and development, brand design, search engine optimization (SEO), answer engine optimization (AEO), AI workflow automations, CRM integrations, and related digital services (collectively, the 'Services').

By accessing the Website, booking a call, requesting a proposal, making a payment, or otherwise using our Services, you agree to be bound by these Terms. If you do not agree, you must not use the Website or Services.

Where a separate written agreement or statement of work ('SOW') is executed between the parties, that document governs the specific project to the extent of any conflict. In all other respects, these Terms apply and are incorporated by reference.

We may update these Terms at any time. The "Last updated" date at the top of this page will change when we do. Your continued use of the Website or Services after updated Terms are posted constitutes acceptance of the revised Terms.

2. Services & No Guaranteed Results

We provide professional creative, technical, and marketing services on a commercially reasonable efforts basis. Unless expressly stated in a signed SOW, all Services are provided on an as-is and as-available basis.

You acknowledge and agree that we do not guarantee, warrant, or represent any specific business, financial, or marketing outcome, including but not limited to:

Search engine rankings, organic traffic, impressions, or click-through rates
Visibility, citations, or recommendations in AI search tools, answer engines, or large language model outputs
Lead volume, conversion rates, revenue, return on investment, or profitability
Website performance scores, uptime, or compatibility with future browser, platform, or algorithm changes
Accuracy, completeness, or fitness for purpose of any AI-generated content, automation output, or recommendation

2.1 Express Duties Only

Our duties and obligations are limited exclusively to those expressly stated in these Terms or an applicable SOW. No implied duties, fiduciary obligations, partnership, joint venture, agency relationship, or responsibilities shall be read into or inferred from these Terms, regardless of industry custom, prior dealings, our portfolio, course of performance, or any other extrinsic factor.

The doctrine of implied covenant of good faith and fair dealing shall not expand our obligations beyond the express written terms herein. We do not provide legal, tax, regulatory, compliance, or financial advice.

2.2 Scope Changes

Any change to scope, deliverables, timelines, integrations, or platforms must be agreed in writing. Additional work, rush requests, extra revision rounds, or new features may incur additional fees and revised timelines at our then-current rates.

3. Client Obligations & Assumptions

You are responsible for providing timely access, assets, approvals, brand guidelines, credentials, domain and hosting access, product information, and feedback required for us to perform the Services. Delays caused by your failure to respond within five (5) business days may extend timelines, and we are not liable for resulting delays or missed launch dates.

Unless you disclose restrictions in writing before we begin work, you agree that we may assume:

You have full rights to all materials, data, trademarks, logos, copy, images, customer lists, and credentials you provide
No special regulatory, industry, geographic, age-restriction, political, healthcare, gambling, alcohol, adult, or privacy-related limitations apply to your business or marketing
You have obtained all consents, notices, and lawful bases required under applicable data protection laws for any personal data you share with us
No downstream vendor, platform, data residency, or sub-processor restrictions apply to the Services unless expressly disclosed

3.1 Approvals & Revisions

Unless otherwise stated in an SOW, two (2) rounds of revisions are included per deliverable phase. Further revisions require written approval and may be billed additionally. Silence or failure to provide feedback within agreed review windows may be treated as approval to proceed.

4. AI, Automations & Third-Party Platforms

Some Services involve artificial intelligence systems, large language models, workflow automation tools, voice agents, CRM platforms, analytics providers, advertising networks, hosting providers, and other third-party services ('Third-Party Services').

You expressly acknowledge that:

AI outputs are probabilistic and may contain errors, omissions, bias, or fabricated information ('hallucinations') that appear authoritative
You are solely responsible for human review, testing, approval, and ongoing monitoring of any AI-generated or automated output before relying on it for customer communication, legal, medical, financial, employment, or other consequential decisions
We do not control Third-Party Services, their terms, pricing, outages, policy changes, model updates, data retention, or training practices
Your use of Third-Party Services may be subject to separate provider terms, and you are responsible for complying with them
We are not liable for suspension, account restriction, data loss, or performance issues caused by Third-Party Services or platform policy enforcement

4.1 No Training on Client Data

Unless expressly agreed otherwise in writing, we will not use your confidential personal data, prompts, or proprietary business data to train or improve our own or any third party's general-purpose AI models. Processing is limited to delivering the contracted Services.

5. Intellectual Property

5.1 Client Materials

You retain ownership of pre-existing materials you provide. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, adapt, and display those materials solely as necessary to perform the Services.

You represent and warrant that you own or have valid licenses for all Client materials and that our authorized use will not infringe any third-party rights.

5.2 Agency Work Product

Unless otherwise agreed in a signed SOW, Onivo owns all rights, title, and interest in deliverables, designs, code, workflows, prompts, templates, configurations, documentation, and other work product created in connection with the Services ('Work Product'), including all intellectual property rights therein.

Upon receipt of all amounts due, we grant you a non-exclusive, non-transferable, non-sublicensable license to use the final delivered Work Product solely for your internal business purposes. Ownership does not transfer unless expressly stated in writing and paid for.

5.3 Background IP

We retain all rights in our pre-existing tools, frameworks, methodologies, components, libraries, design systems, and know-how ('Background IP'). To the extent Background IP is incorporated into deliverables, you receive only the limited license described above.

We may reuse general know-how, non-confidential techniques, and non-identifiable learnings gained during the engagement without restriction.

5.4 Portfolio & Publicity

Unless you notify us otherwise in writing before delivery, you grant us the right to display completed work, project descriptions, and your name or logo in our portfolio, case studies, proposals, and marketing materials.

6. Fees, Payment & Taxes

Fees are as stated in your proposal, checkout flow, invoice, or SOW. Unless stated otherwise, fees are exclusive of applicable taxes, including Goods and Services Tax (GST) in India, levies, duties, advertising spend, stock media, software subscriptions, domain and hosting charges, and other third-party costs.

Invoices are due within the period stated on the invoice, or if none is stated, within fourteen (14) days of issue. We may suspend Services for overdue amounts after written notice.

Late payments may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs including legal fees.

All amounts paid are non-refundable except where required by mandatory applicable law. Deposits, setup fees, and work performed before termination remain payable.

International clients are responsible for any withholding taxes, import duties, or local levies in their jurisdiction. We may require gross-up payment where withholding applies.

7. Data Protection & Privacy

Our collection and use of personal data through the Website is described in our Privacy Policy at /privacy.

For client engagements involving personal data, you are generally the data fiduciary or data controller and we act as a data processor or Data Processor under the Digital Personal Data Protection Act, 2023 (DPDPA), acting on your documented instructions, unless otherwise agreed in writing.

You are responsible for privacy notices, consents, lawful bases, data principal or data subject rights, and regulatory compliance relating to your customers and end users in your jurisdiction. You indemnify us against claims arising from your failure to provide accurate compliance instructions or lawful authority to process data you supply.

8. Confidentiality

Each party shall use reasonable care to protect the other's non-public business, technical, and financial information disclosed in connection with the Services.

Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, lawfully received from a third party, or required to be disclosed by law (with notice where permitted).

Confidentiality obligations survive termination for three (3) years, except trade secrets which survive as long as protected by law.

9. Disclaimers

EXCEPT AS EXPRESSLY STATED IN A SIGNED SOW, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED AVAILABILITY.

We do not warrant that the Website or Services will be error-free, secure, or free from harmful components, or that defects will be corrected within any particular timeframe.

10. Limitation of Liability

10.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE WEBSITE OR SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ₹1,00,000 (Indian Rupees One Lakh).

10.3 Exceptions

Nothing in these Terms excludes liability that cannot be excluded under mandatory law, including fraud or liability for death or personal injury caused by negligence where exclusion is prohibited.

The limitations in this section apply to all causes of action, whether in contract, tort, negligence, strict liability, or otherwise.

11. Indemnification

You shall defend, indemnify, and hold harmless Onivo and its directors, contractors, and affiliates from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

Your materials, instructions, products, services, or business operations
Your breach of these Terms or applicable law
Your use or publication of deliverables, automations, or AI outputs without adequate review
Claims that data or assets you provided infringe third-party rights or were shared without lawful authority
Your failure to disclose regulatory, privacy, platform, or industry restrictions
Disputes with your customers, employees, or end users relating to your use of the Services

11.1 Agency Indemnity

We will defend and indemnify you only against third-party claims directly alleging that final deliverables prepared solely by us and delivered to you infringe a third party's copyright, provided you promptly notify us, allow us sole control of the defense, and cooperate reasonably. This indemnity does not cover claims arising from your materials, instructions, modifications, combinations with non-Onivo materials, or continued use after notice to stop.

12. Term, Termination & Suspension

For ongoing retainers or subscriptions, the term and renewal mechanics are as stated in your proposal or SOW. Unless otherwise stated, retainers renew for successive periods unless either party gives written notice before the renewal date.

We may suspend or terminate access to the Website or Services immediately if you breach these Terms, fail to pay amounts due, or create legal, security, or reputational risk.

Upon termination, you remain liable for all fees for work performed and non-cancellable third-party costs. Sections relating to fees, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution survive termination.

13. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government action, internet or utility failures, platform outages, cyber incidents, or supply chain disruptions. The affected party shall notify the other within a reasonable time.

14. International Clients

Onivo is established and operates from India, and we serve clients in the United States, Poland, the Netherlands, and other countries worldwide.

These Terms are governed exclusively by the laws of India. You are responsible for determining whether the Services are lawful in your jurisdiction and for obtaining any local permits, registrations, or approvals required for your use of deliverables or automations.

If mandatory consumer protection or other non-waivable rights apply to you under the laws of your country of residence, those rights remain unaffected only to the extent they cannot be validly excluded under Indian law and the law of your jurisdiction.

15. Governing Law & Dispute Resolution

These Terms and any non-contractual obligations arising from them are governed by and construed in accordance with the laws of India, without regard to conflict-of-law principles.

The parties shall first attempt to resolve disputes through good-faith negotiation for at least thirty (30) days.

If unresolved, any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall be finally settled by binding arbitration with the seat of arbitration at New Delhi, India, in accordance with the Arbitration and Conciliation Act, 1996 (India), administered by the Delhi International Arbitration Centre (DIAC), before a sole arbitrator, in English. The courts at New Delhi, India shall have exclusive jurisdiction for interim relief and enforcement of the arbitral award, to the extent permitted by law.

Nothing prevents either party from seeking injunctive or equitable relief before a court of competent jurisdiction in New Delhi, India to protect intellectual property or confidential information.

16. General

Entire Agreement: These Terms, together with any applicable SOW and Privacy Policy, constitute the entire agreement regarding the Website and Services.
Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or successor.
Severability: If any provision is unenforceable, the remainder remains in effect and the invalid provision is replaced with an enforceable term closest to the original intent.
Waiver: Failure to enforce any provision is not a waiver of future enforcement.
Independent Contractor: We are an independent contractor. Nothing creates employment, partnership, or agency except as needed to perform the Services.
Notices: Notices may be sent by email to the addresses provided by the parties and are effective when sent.
No Audit Rights: Neither party has audit rights except as required by mandatory law.
Electronic Acceptance: Clicking accept, making payment, booking a call, or continuing to use the Services constitutes execution of these Terms.

17. Contact

Questions about these Terms may be sent to maddy@onivo.design.

These Terms were prepared for informational and contractual purposes. They are not legal advice. We recommend that you obtain independent legal counsel before relying on them for your specific situation.

This document is provided for general information and does not constitute legal advice. For advice tailored to your jurisdiction and business, consult qualified legal counsel.