Client Engagement Terms for scoped work

The counterparty to your engagement is the sole proprietorship identified below. A sole proprietorship is not a separate legal person: the business and its proprietor are the same party in law.

As at the version date of this document, PixlNova is not incorporated and holds no business registration. Registration, Udyam (MSME) registration and a dedicated current account are in progress. Nothing in this document, on this site or in a scope should be read as a claim that any registration, licence or certification exists. Where a registration does exist, it is stated in the block above and nowhere else.

Each written scope names a version of this document, in the form "governed by the PixlNova Engagement Terms, version 2026-08-09". That named version governs your engagement for its whole duration. Later versions of this page do not reach back into a scope already agreed. Clause 14.9 says what happens when this document changes.

If a scope does not name a version, the version in force on the date the scope was agreed applies.

PixlNova operates two sibling properties that sell different things to different people. They have their own terms, and this document does not govern them:

Buying on one of those does not make you a client under this document, and being a client under this document gives you no rights on them.

Published prices, timelines and plan contents are indicative. They describe typical work at that shape and size. They are not an offer, and they do not become binding until they appear in an agreed scope.

Most sections carry a one-line plain-English summary in the margin. It is a reading aid and is not part of the agreement; where a summary and a clause disagree, the clause governs.

Clause numbers are stable. If a clause is removed at a later version its number is retired rather than reused, so a citation in an email or a signed scope keeps meaning what it meant.

Where your scope and this document conflict, the scope prevails. It is the more specific and more recent statement of what was agreed.

Three sections are the exception: 8 (intellectual property), 12 (limitation of liability) and 13 (indemnity) prevail over the scope unless the scope overrides them expressly, by clause number, in words that show the override was intended. A general sentence in a scope does not silently rewrite them.

Where a separate signed agreement between the parties — a master services agreement, a client-supplied contract, or an NDA — covers the same ground, that agreement prevails over this document to the extent of the overlap.

The written scope is the complete description of what PixlNova will deliver. Conversations, calls, pitch decks, chat threads and earlier drafts inform it; they do not add to it. Work that is not described in the scope is not part of the engagement, however reasonable it may seem to either party.

This is not a technicality to be used against you. It is the reason a fixed price can be quoted at all, and the reason an invoice never arrives as a surprise.

The following are excluded from every engagement unless the scope says otherwise in writing. This list is not exhaustive; it collects the exclusions that cause the most disputes across the industry.

Timelines in a scope assume the client meets the responsibilities in section 4. A date given before a scope is written is an estimate and is not a commitment. Where a delay is caused by outstanding content, access or approvals, dates move by at least the length of the delay and the fee does not change.

Some outcomes cannot honestly be promised by anyone and are therefore never promised here: search rankings, traffic, lead volume, conversion rates, revenue, app store approval, and the factual accuracy of any output produced by a third-party AI model. Where the work involves an AI feature, what is delivered is the feature, its guardrails, its fallback behaviour and, on the relevant plans, a measured evaluation set — not a guarantee about what a model will say.

These apply only where your scope does not say something different. Your scope always wins.

The price stated in the agreed scope is the price for the work described in it. It does not change because the work turned out to be harder than expected. It changes only through a change request under 5.5, agreed in writing before that work begins.

Fixed-scope engagements are billed in milestones: a deposit to begin, then an invoice on acceptance of each milestone, with the balance on handover. The amounts and their triggers are written into the scope before anything starts.

Work on a milestone begins after the invoice for the previous one has cleared. Monthly engagements are billed in advance for the coming month, and the deliverable volume for that month is the volume written into the scope.

Payments are processed by Razorpay or by Stripe. PixlNova does not receive or store your card, UPI or bank credentials; the payment provider handles them, under its own terms and privacy policy.

Each scope names one currency, and that is the currency of every invoice under it. Published INR and USD figures are set deliberately per market and are not conversions of one another, so a price in one currency cannot be derived from the other. Bank charges, card fees, and any currency conversion applied by your own bank or card issuer are yours.

PixlNova's tax position is stated below. It is stated rather than omitted, because silence about tax on a price list is how a dispute starts.

If PixlNova becomes registered for GST during your engagement, tax at the applicable rate will be added to invoices raised on or after the date registration takes effect, the document title on those invoices will change accordingly, and the block above will be updated. Invoices already raised are not reissued.

Where Indian law requires you to deduct tax at source from a payment, you may do so. Deduct only the amount the law requires, pay the balance, and send the certificate. The deducted amount is credited against the invoice as if it had been paid to PixlNova.

Invoices are payable within the period stated in the scope, and where the scope is silent, within 7 days of the invoice date.

If an invoice is overdue, PixlNova will send a written reminder before doing anything else. Once an invoice is 14 days overdue, work on the engagement may be suspended on written notice; dates move by the length of the suspension. Once an invoice is 30 days overdue, the engagement may be terminated for cause under 6.6.

No interest is charged on late payment unless a rate is written into the scope. Suspension for non-payment does not extend the defect warranty period, and the assignment of intellectual property under 8.2 does not take effect while any amount is outstanding.

Hosting, databases, domains, model APIs, store fees and third-party subscriptions are bought in your name, in your own accounts, and billed to you by those vendors directly. PixlNova adds no margin to them, holds no reseller relationship on them, and takes no commission on them.

Where you ask PixlNova to pay one of these on your behalf, it is agreed in writing first and passed through at cost with the receipt attached to the invoice.

Amounts paid for milestones that have been delivered and accepted are not refundable, because the work has been done and you keep it. A milestone that is in progress when an engagement stops is handled under 6.3.

The Refunds and Cancellation Policy on this site sets out how a refund is requested, assessed and processed, and applies alongside this section.

You name one person with authority to approve deliverables, approve change requests and commit to spending, plus one backup. Both are recorded in the scope.

Approvals given by that person in writing — email is fine — are binding on you. Feedback from anyone else is treated as input to be consolidated by your decision-maker, not as an instruction. If the named person changes, tell PixlNova in writing.

You supply copy, images, logos, brand assets, product data, sample records and anything else the scope lists as coming from you, in the format and by the date it names.

You confirm that you own or are licensed to use everything you supply, and that PixlNova may use it for the engagement. Section 13.1 covers what happens if that turns out not to be true.

You provide timely access to the accounts and systems the work needs — repository, hosting, DNS, database, analytics, app store accounts, third-party services and any existing codebase. Access is granted to PixlNova on your accounts, rather than your product living on the studio's.

You may revoke that access at any time and nothing goes offline as a result. Revoking access during an engagement stops the work that depends on it, and the resulting delay is treated under 4.5.

You give feedback on a delivered milestone within the review window in the scope, and where the scope is silent, within 5 working days.

If a milestone is left without a response, PixlNova will send a written reminder. If there is still no response 15 working days after that reminder, the milestone may be treated as accepted and invoiced, and the engagement may be placed on hold under 6.4. No milestone is ever deemed accepted without a reminder having been sent first.

Delay on your side moves the dates by at least the length of the delay, and may move them further where the schedule has to be rebuilt around other commitments. It does not reduce the fee, and it does not create a right to a refund of amounts already invoiced for completed work.

A milestone is complete when there is something you can open and use against the acceptance criterion written for it — not when a status update says so. Progress is reviewable throughout rather than revealed at the end, so problems surface while they are still cheap to fix.

On delivery, review the milestone against its acceptance criterion and reply within the window in 4.4 with one of two things: acceptance, or a single consolidated written list of what does not meet the criterion.

PixlNova responds to that list by classifying each item as a defect or as a change under 5.4, and says which is which before doing the work. Defects are corrected and the milestone is re-submitted.

Each milestone includes two rounds of revision within the agreed scope. A round is one consolidated list, not one item. Revisions beyond the included rounds, and revisions that alter the scope, are quoted under 5.5.

A defect is a deliverable that does not do what the agreed scope says it does. A change is anything that asks for something the scope does not say. Defects are corrected at no charge. Changes are quoted before any work happens. The test is the written scope, not anyone's recollection of a call.

A change request is written down before it is built. It states what changes, what it costs, and what it does to the dates. Nothing is started until you approve it in writing, and no invoice for it can arrive as a surprise.

Small changes are sometimes absorbed without a quote, as a courtesy. Doing that once does not make it a term of the agreement or a precedent for the next one.

Either party may end the engagement at a milestone boundary on written notice. No reason has to be given, and no penalty applies. This is a deliberate design decision about how the studio sells work, and it is a term of this contract rather than a marketing line.

Nothing is withheld as leverage, and nothing has to be migrated off a studio machine, because it was never on one.

When an engagement stops mid-milestone, the parties agree one of two things: the milestone is finished and invoiced as planned, or it is stopped where it is and invoiced for the work actually done, itemised. The Refunds and Cancellation Policy applies to amounts already paid against that milestone.

You may pause an engagement in writing. A paused engagement holds its scope and its price. If a pause runs past 60 days, either party may treat the engagement as terminated for convenience, and restarting is re-quoted at the prices then current.

Either party may terminate on 14 days' written notice, taking effect at the next milestone boundary. Monthly engagements may be cancelled with effect from the end of the month already paid for; nothing renews automatically and there is no notice period to remember.

Either party may terminate immediately, by written notice, if the other:

Termination for cause does not cancel amounts already invoiced or work already delivered.

Sections 8, 11, 12, 13 and 14 survive the end of the engagement, however it ends, together with any payment obligation already accrued. Section 10 survives for the remainder of its warranty period where the engagement completed normally.

Code is pushed to a repository under your account from the first commit. You can read every commit as it lands. There is no studio-side copy that has to be handed over at the end and no moment where a delivery could fail to arrive.

Possession is not ownership. Clause 8.1 explains what you may do with the code before final payment clears, and 8.2 explains what happens when it does.

Hosting, database, domains and third-party services are set up in accounts you own and pay for. PixlNova is granted access to them rather than holding them on your behalf. No margin is added to your running costs, and the vendors bill you directly.

Where you genuinely cannot hold an account at the start — a payment method not yet in place, a company not yet registered — a temporary arrangement is written into the scope together with the date by which it transfers to you.

Each completed engagement ships with a written handover: the architecture, the environment variables, the deploy steps, and the operational notes another engineer would need. It is a deliverable, not a favour, and it is produced for the milestones that were completed even when an engagement stops early.

Until the assignment in 8.2 takes effect, PixlNova retains all right, title and interest in the deliverables it creates for the engagement.

During that period you have a non-exclusive, non-transferable, revocable licence to access, run, review, test and internally evaluate the work in progress, and to deploy it to your own environments for that purpose. That licence does not extend to commercially exploiting the deliverables, sublicensing them, or having a third party continue the work from them.

The code being in your repository from the first commit is possession and access. It is not, by itself, a transfer of ownership.

On receipt of cleared final payment of all amounts due under the engagement, PixlNova assigns to you all right, title and interest, worldwide and for the full term of the rights concerned including all renewals and extensions, in the deliverables created specifically for you under the scope — source code, designs, documentation and the other work product the scope lists.

"Cleared" means the funds have been received and are not subject to reversal. The assignment is automatic on that event; no further document is required, and PixlNova will sign a confirmatory assignment on request at no charge.

Where the scope states that a specific milestone assigns on payment of that milestone rather than at the end, that provision governs for that milestone.

If a payment is later reversed, charged back or otherwise recovered, the assignment of the deliverables it paid for lapses, and your rights in those deliverables revert to the licence in 8.1 until the amount is paid in full.

PixlNova retains ownership of everything it brings to the engagement rather than creates for it: internal libraries, boilerplate, scaffolding, tooling, configuration patterns, design-system primitives, and general know-how, methods and techniques.

To the extent any of that is embedded in a deliverable, PixlNova grants you a perpetual, worldwide, non-exclusive, royalty-free, irrevocable licence to use, modify and distribute it as part of that deliverable, including the right to sublicense it to your successors and to contractors working on the deliverable for you. That licence takes effect at the same moment as 8.2.

PixlNova remains free to use the skills, experience and non-confidential techniques gained on the engagement for other clients. It does not reuse your confidential information, your content, or code written specifically to solve your problem.

Components owned by third parties are not PixlNova's to assign, and 8.2 does not purport to assign them. They remain under their own licences. Section 9 sets out what that means for you in practice.

You keep all rights in everything you supply — content, data, trade marks, brand assets, and any existing codebase. You grant PixlNova a non-exclusive licence to use them for the duration of the engagement, for the purpose of delivering it, and for nothing else.

No credit line, back-link, badge or attribution to PixlNova is required in the deliverables. Publishing anything about the engagement is governed by 11.5, in both directions.

Essentially all modern software is assembled partly from components written by others. Yours will be. The components used, and their licences, are listed in the handover material and can be produced at any point on request.

Open-source components remain governed by their own licences. Section 8 does not override them and cannot. Any obligations those licences carry — attribution, notice files, making source available — attach to the code and become yours to observe once the deliverables are handed over.

Components under licences that would require you to publish the source of your own product are not used without your written agreement first. If a project genuinely needs one, you will be told what it obliges you to do before it is added.

Commercial licences, fonts, stock media, plugins and SaaS subscriptions are purchased in your name and on your account, so the licence is held by the entity that will actually use it. Their cost is excluded from the fee under 2.3.

PixlNova gives no warranty for third-party components or services beyond what their own vendor gives, and cannot pass one on. A component being deprecated, changing its API, changing its pricing, degrading, or being withdrawn is not a defect under section 10, even when it breaks something that worked on the day it was accepted. Repair is quoted as new work.

The defect warranty period is 30, 60 or 90 days and varies by plan tier. It is not the same for every engagement, and this document deliberately does not restate a single number.

The period starts on the earlier of acceptance of the final milestone and the first production deployment of the deliverable. It applies only to deliverables that have been paid for, and it does not pause or extend because of a suspension for non-payment under 3.5.

A deliverable that does not do what the accepted scope says it does, in the browsers, devices, platform versions and environments the scope names. Report it in writing to the contact address in the identity block in 1.1, with enough detail to reproduce it. It is corrected at no charge, in the order that severity warrants.

The warranty is a repair obligation. It is the remedy for defects within its period; it is not a support contract, an availability commitment or a response-time guarantee, and none of those is offered anywhere on this site.

Ongoing support after the warranty period is a separate monthly arrangement, priced by what it actually covers and scoped in writing like any other work. It is never started automatically, and there is no retainer that has to be cancelled.

Each party keeps the other's non-public information confidential, uses it only for the engagement, and discloses it only to people who need it for the engagement and are under an equivalent obligation. This runs for the engagement and for three years after it ends, and indefinitely for anything that is a trade secret.

The obligation does not apply to information that is already public other than through a breach, was already known to the receiving party without an obligation, or was independently developed without using the other party's information.

Disclosure required by law, a court or a regulator is permitted, limited to what is required, with notice to the other party first where giving that notice is lawful.

An NDA will be signed before any detail is shared, on request. Send yours and it will be reviewed and signed, or a standard mutual one can be provided. Where a signed NDA covers the same ground as this section, the NDA governs.

Confidentiality is a promise about conduct. This clause is about location, because a promise without one is incomplete.

This means project records, including personal data of individuals in India, are stored outside India. That is stated plainly rather than buried, because for some buyers it is a decision point. If your organisation requires data residency in India, say so before the scope is signed; depending on what you need, it may not be something this studio can offer.

The Privacy Policy on this site describes what is collected, why, for how long, and what rights you have. It governs personal data; this section governs commercial confidentiality.

PixlNova does not use your name, logo, screenshots, metrics or the fact of the engagement in any public material — website, case study, portfolio, social post, pitch deck or testimonial — without your written permission. Permission for one use is not permission for another.

Equally, you do not describe PixlNova as your employee, your agent, or a larger organisation than it is, and you do not use its name to imply an endorsement of your product.

Nothing in this agreement limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded under Indian law.

Subject to 12.1, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, contracts, goodwill, reputation or anticipated savings, whether or not the loss was foreseeable and whether the claim is in contract, in tort, or otherwise.

Subject to 12.1, PixlNova is not liable for loss or corruption of data or content where the backup, retention and recovery of that data is in your control, which after handover it is.

Subject to 12.1, each party's total aggregate liability arising out of or in connection with the engagement, for all claims taken together, is limited to the total fees actually paid by you to PixlNova under that engagement in the twelve months immediately before the event giving rise to the claim.

This cap applies to every basis of claim, including the indemnity in 13.2. It does not apply to your obligation to pay fees properly invoiced for work delivered.

The cap is a deliberate allocation of risk between a client and a sole proprietor, and the fee was calculated on the basis of it. A studio of this size cannot price work as though it carried unlimited exposure, and pretending otherwise in a contract would not make the money exist.

If your organisation needs a higher cap, or needs specific insurance in place, say so before the scope is signed. It is a conversation about price and about what can honestly be committed to, and it is a reasonable thing to ask for.

To the extent permitted by law, neither party may bring a claim under this agreement more than twelve months after it became aware, or ought reasonably to have become aware, of the facts giving rise to it.

Other than the defect warranty in section 10 and any warranty expressly written into the scope, the deliverables are provided without further warranty, to the extent the law allows a warranty to be excluded. In particular, no uptime, availability, performance, ranking, revenue or AI-accuracy outcome is warranted anywhere, and none is offered on this site.

You indemnify PixlNova against third-party claims, and the reasonable costs of defending them, arising from:

PixlNova indemnifies you against a third-party claim that the deliverables it created specifically for you, as delivered and used in accordance with the scope, infringe that third party's intellectual property rights.

That indemnity does not apply to a claim arising from:

This indemnity is subject to the cap in 12.3.

The party seeking indemnity gives prompt written notice of the claim, lets the indemnifying party control the defence and any settlement, and gives reasonable cooperation at the indemnifying party's cost. Neither party admits liability or settles a claim covered by this section without the other's written consent, which is not unreasonably withheld.

Neither party is liable for a failure to perform caused by an event outside its reasonable control, including natural disaster, war, civil unrest, epidemic, government action, sustained power or internet failure at its place of business, and the failure or withdrawal of a major third-party platform. Payment obligations already accrued are not suspended by this clause.

Serious illness or incapacity of the proprietor is such an event. For a one-person studio that is a real and foreseeable risk rather than a theoretical one, and section 7 exists so that it never leaves you locked out of your own product.

The affected party gives notice as soon as it reasonably can. If the event continues for more than 30 days, either party may terminate, and you pay for the work actually delivered up to that point.

If a dispute arises, the raising party sends written notice describing it. Your named decision-maker and the proprietor then discuss it in good faith for 15 days before either party starts proceedings. This does not prevent either party from seeking urgent interim relief.

A consumer complaint can also be raised through the grievance procedure published on this site, which sets out who receives it and the periods within which it is acknowledged and resolved.

This agreement is governed by the law stated in the identity block in 1.1, and the courts named there have exclusive jurisdiction over any dispute arising out of or in connection with it. Those two facts are stated in one place on this site and are not restated here, so they cannot drift apart.

Notices under this agreement are given by email to the addresses recorded in the scope, and to PixlNova at the contact address in the identity block in 1.1. A notice is treated as received on the next working day in IST (UTC+5:30) after it is sent, unless the sender receives a delivery failure.

Working hours are published in the identity block. A reply outside them is a courtesy rather than an obligation, and no clause in this document is to be read as promising one.

PixlNova is an independent contractor. Nothing in this agreement creates employment, partnership, agency, franchise or joint venture between the parties, and neither party may bind the other. Each is responsible for its own taxes, filings and statutory obligations.

You may not assign the agreement without written consent, except to a successor to the whole of your business, in which case tell PixlNova in writing. PixlNova may not assign it without your consent.

Specialist pieces of work — a video edit, a heavy motion sequence — may be done by a named collaborator. You are told before that happens, not after. PixlNova remains responsible for their work, and they are bound by section 11.

The scope and this document are the entire agreement between the parties for the engagement, and replace earlier proposals, quotes, decks and conversations. Neither party has relied on any statement not written into them. Nothing in this clause limits liability for fraudulent misrepresentation.

Changes are effective only when recorded in writing and agreed by both parties.

If a clause is unenforceable, it is severed and the rest continues. Not enforcing a right on one occasion does not waive it. This agreement is written in English; if it is translated, the English version governs.

This document is versioned by date. A new version does not change an engagement whose scope names an earlier one; that version keeps governing until the engagement ends.

A change is material if it alters fees or payment terms, intellectual property, limitation of liability, indemnity, the defect warranty, or either party's termination rights. Material changes are published at least 30 days before they take effect. Clarifications, corrections and formatting changes take effect on publication.

If a material change is one you want applied to a live engagement, or one PixlNova needs applied to it, it is agreed in writing like any other change. Every version, and a one-line description of what changed in it, is listed at the end of this page.