Service Terms and Conditions

1. About Flashyminds

Flashyminds is an India based digital marketing and technology agency providing services including:

• Digital marketing
• Search engine optimisation
• Paid advertising
• Social media marketing
• Content marketing
• Conversion optimisation
• Branding and creative design
• User interface and user experience design
• Website development
• Ecommerce development
• Mobile application development
• Custom software development
• AI automation
• Marketing automation
• CRM automation
• Analytics
• Technology consulting
• Growth consulting

Flashyminds is registered in India and operates through a remote delivery model.

Flashyminds

India based digital marketing and technology agency

Operating remotely

Bangalore, Karnataka, India

Email: enquiry@flashyminds.com

Website: flashyminds.com

2. Definitions

In these Service Terms:

“Flashyminds” means the Flashyminds proprietorship and its authorised employees, contractors, consultants and representatives.

“Client” means the individual, company, organisation or other legal entity purchasing or receiving the Services.

“Agreement” means the complete contractual arrangement between Flashyminds and the Client, including the applicable proposal, quotation, statement of work, service agreement, accepted change request and these Service Terms.

“Proposal” means a proposal, quotation, estimate, commercial offer or scope document issued by Flashyminds.

“Statement of Work” or “SOW” means a document describing project specific scope, deliverables, responsibilities, timelines and commercial terms.

“Services” means the services expressly described in the applicable Proposal, SOW or Service Agreement.

“Deliverables” means the final work products expressly identified as deliverables in the applicable engagement document.

“Client Materials” means information, content, data, credentials, trademarks, images, videos, designs, software, documents and other materials supplied or approved by the Client.

“Third Party Services” means platforms, software, hosting, applications, APIs, licences, plugins, subscriptions, advertising networks and services supplied by parties other than Flashyminds.

“Change Request” means a request to modify the agreed scope, deliverables, functionality, timeline, assumptions or responsibilities.

“Business Day” means a day other than Saturday, Sunday or a public holiday observed in Karnataka, India.

3. Acceptance of the Agreement

The Client accepts the Agreement when any of the following occurs:

• The Client signs a Proposal, SOW or Service Agreement
• The Client confirms acceptance by email or another recorded electronic communication
• The Client issues a purchase order referring to the engagement
• The Client pays an advance, deposit or invoice relating to the Services
• The Client instructs Flashyminds to begin work
• The Client supplies materials, access or approvals after receiving the engagement documents
• The Client accepts or uses a Deliverable with knowledge of the applicable terms

The individual accepting the Agreement on behalf of an organisation confirms that they have authority to bind that organisation.

A physical signature is not required where the Agreement is otherwise validly accepted through an electronic or recorded method.

4. Order of Precedence

If different engagement documents conflict, the following order of precedence applies unless the parties expressly agree otherwise:

• A mutually signed master service agreement or service agreement
• A mutually accepted Statement of Work
• An accepted Proposal or quotation
• An accepted Change Request
• These Service Terms and Conditions
• Written project communications
• General website content

A specific term in a higher priority document prevails over a conflicting general term in a lower priority document.

A later accepted Change Request prevails only for the subject matter expressly changed.

5. Scope of Services

Flashyminds will provide only the Services and Deliverables expressly included in the accepted Proposal, SOW or Service Agreement.

Anything not expressly included is excluded.

Examples of commonly excluded items unless specifically stated include:

• Additional pages
• Additional design concepts
• Additional revisions
• Content writing
• Translation
• Photography
• Video production
• Data entry
• Product uploads
• Hosting
• Domain registration
• Paid plugins
• Software licences
• Advertising spend
• Stock assets
• Third party subscriptions
• Ongoing maintenance
• Legal review
• Regulatory approval
• Accessibility certification
• Cybersecurity certification
• Migration of undocumented systems
• Historical data cleaning
• Integration with undocumented APIs
• Work requested after final approval

The Client is responsible for reviewing the scope before acceptance.

6. Service Specific Terms

Different Services may require different methods, assumptions and responsibilities.

The applicable Proposal or SOW may include specific provisions for:

• Digital marketing retainers
• SEO
• Paid advertising
• Social media management
• Content production
• Branding
• Website development
• Ecommerce development
• Mobile application development
• Custom software
• AI automation
• CRM and marketing automation
• Maintenance and support
• Consulting

Service specific provisions prevail over these general Service Terms where they expressly address the same subject.

7. Engagement Commencement

Flashyminds is not required to begin work until all applicable commencement requirements have been completed.

These may include:

• Acceptance of the Proposal or Agreement
• Receipt of the required advance payment
• Completion of onboarding
• Appointment of an authorised Client contact
• Receipt of required Client Materials
• Receipt of platform access
• Confirmation of scope and priorities
• Completion of legal, technical or feasibility checks

Any estimated commencement date depends on the timely completion of these requirements.

8. Client Responsibilities

The Client must:

• Provide complete and accurate information
• Provide required Client Materials on time
• Provide lawful access to relevant accounts and systems
• Assign an authorised point of contact
• Provide consolidated feedback
• Review work within the requested period
• Obtain internal approvals
• Make decisions without unreasonable delay
• Pay invoices on time
• Maintain ownership and control of Client accounts
• Comply with applicable laws and platform rules
• Inform Flashyminds of relevant restrictions
• Protect credentials shared during the engagement
• Maintain appropriate backups unless backup Services are included

Flashyminds is not responsible for delay, rework or reduced performance caused by incomplete, inaccurate, outdated, contradictory or delayed Client inputs.

9. Authorised Client Contact

The Client must appoint at least one authorised contact who may:

• Provide instructions
• Approve work
• Request revisions
• Confirm decisions
• Supply access
• Accept Deliverables
• Discuss commercial matters

Flashyminds may rely on instructions and approvals received from the authorised contact.

The Client must promptly inform Flashyminds when an authorised contact changes.

Where multiple Client representatives provide conflicting instructions, Flashyminds may pause the affected work until the Client provides one confirmed direction.

10. Client Materials

The Client confirms that it owns, controls or has permission to use and provide all Client Materials.

The Client confirms that the Client Materials do not unlawfully:

• Infringe copyright
• Infringe trademark rights
• Infringe design rights
• Violate privacy rights
• Violate confidentiality obligations
• Mislead customers
• Contain unlawful content
• Contain malware
• Breach platform policies
• Violate advertising rules

Flashyminds may rely on the Client’s confirmation without independently verifying ownership or legality unless verification is expressly included in scope.

Flashyminds may reject or remove Client Materials that reasonably appear unlawful, harmful or infringing.

11. Accuracy of Client Information

The Client is responsible for the accuracy of:

• Product information
• Service information
• Prices
• Offers
• Terms
• Claims
• Testimonials
• Statistics
• Contact information
• Legal notices
• Policies
• Regulatory statements
• Technical information
• Medical or financial information
• Product specifications

Flashyminds is not responsible for errors or claims based on inaccurate information supplied or approved by the Client.

The Client must review and approve all material factual content before publication.

12. Timelines

Project timelines are estimates unless the applicable Agreement expressly identifies a deadline as fixed and binding.

Timelines may depend on:

• Timely payment
• Timely access
• Client Materials
• Client feedback
• Third party availability
• Platform approvals
• Technical feasibility
• Scope stability
• Client decision making
• External dependencies

Flashyminds may revise the timeline where an assumption changes or a dependency is delayed.

A delay caused by the Client extends the delivery schedule by at least the period of delay and may require additional rescheduling time.

13. Client Delays

A Client delay occurs when the Client does not provide required:

• Information
• Access
• Content
• Materials
• Feedback
• Approval
• Payment
• Decision
• Technical dependency

Flashyminds may pause the Services during a Client delay.

The project schedule will restart according to Flashyminds’ then available capacity rather than automatically resuming on the day the Client responds.

A significant delay may require:

• A revised timeline
• A revised project plan
• A restart fee
• A resource reallocation fee
• A revised commercial quotation

14. Inactive and Abandoned Projects

A project may be treated as inactive when the Client does not provide required information, feedback, approval or communication for 30 consecutive days.

Flashyminds may archive an inactive project and reassign the allocated resources.

A project may be treated as abandoned when inactivity continues for 60 consecutive days.

Where a project becomes inactive or abandoned:

• Payments already made remain non refundable to the extent permitted by law
• Work already completed remains payable
• Flashyminds may issue an invoice for completed work
• Original timelines no longer apply
• Restarting the project may require a revised quotation
• Flashyminds is not required to retain incomplete working files indefinitely

Flashyminds will ordinarily attempt to contact the Client before treating a project as abandoned.

15. Revisions

The number and type of revisions included in the engagement will be stated in the Proposal or SOW.

Unless otherwise stated:

• A revision means a reasonable modification to work already produced within the approved scope
• A revision does not include a new concept, new direction or new scope
• Revision requests must be consolidated
• Revision requests must be submitted within the review period
• Previously approved work may be treated as final

The following may be treated as additional work:

• A change in strategy
• A change in target audience
• A new creative direction
• A new page or feature
• Rewriting approved content
• Rebuilding approved functionality
• Reversing a previous decision
• Requests submitted after final approval
• Revisions exceeding the included allowance

16. Change Requests

Either party may identify a required change to the agreed scope.

Flashyminds may provide a Change Request describing:

• The requested change
• Additional Deliverables
• Additional fees
• Timeline impact
• Technical impact
• New assumptions
• New Client responsibilities

Flashyminds is not required to begin additional work until the Client accepts the Change Request.

Informal discussion of an additional feature or task does not mean that it is included without charge.

Where urgent additional work is requested and accepted through recorded communication, Flashyminds may invoice it according to an agreed rate or a reasonable project rate.

17. Review and Approval

The Client must review Deliverables and provide approval or clear consolidated feedback within the period stated in the Agreement.

Where no review period is stated, the Client should respond within five Business Days.

Flashyminds may treat a Deliverable as approved when:

• The Client expressly approves it
• The Client publishes or uses it
• The Client instructs Flashyminds to proceed to the next stage
• The Client does not provide feedback within the agreed review period after a reasonable reminder

Approval confirms that the Client has reviewed the Deliverable for:

• Content accuracy
• Brand accuracy
• Functionality
• Layout
• Claims
• Legal notices
• Regulatory information
• Business requirements

Approved work may be changed only through an agreed revision or Change Request.

18. Acceptance Testing for Development Work

Where the engagement includes website, application or software development, the Client must conduct reasonable acceptance testing.

Testing should cover:

• Agreed functionality
• Content
• Forms
• Links
• User journeys
• Supported devices
• Supported browsers
• Integrations
• Access permissions
• Business rules

The Client must report reproducible defects within the acceptance period stated in the Agreement.

Where no period is stated, the acceptance period is seven Business Days after delivery to the Client’s testing environment or other agreed review environment.

A defect means a material failure to perform substantially according to the accepted scope.

A defect does not include:

• A new feature request
• A change in preference
• A third party platform issue
• A browser or device outside the agreed support scope
• A problem caused by Client changes
• A problem caused by unauthorised access
• A problem caused by outdated or unsupported software
• A change in third party API behaviour

19. Fees

The Client must pay the fees stated in the applicable Proposal, SOW, invoice or Service Agreement.

Unless expressly stated otherwise:

• Fees are quoted in the currency shown in the engagement document
• Fees exclude applicable taxes
• Third party expenses are excluded
• Advertising spend is excluded
• Bank charges are the Client’s responsibility
• Currency conversion costs are the Client’s responsibility

Flashyminds may revise an unaccepted quotation where costs, scope or assumptions change.

20. Default Payment Structure

The payment schedule stated in the applicable Proposal or SOW will govern.

Where no payment schedule is stated, the following default structure applies to project work:

• 50 percent before commencement
• 50 percent before final deployment, transfer, launch or handover

For recurring Services, fees are payable in advance for each service period unless otherwise agreed.

Flashyminds is not required to:

• Begin work before receiving the required advance
• Deploy final work before receiving the required payment
• Transfer source files before full payment
• Transfer ownership before full payment
• Continue recurring Services while invoices remain overdue

21. Invoices and Due Dates

Invoices are due according to the date or payment period shown on the invoice or Proposal.

Where no due date is stated, payment is due within 15 calendar days from the invoice date.

The Client must raise any genuine invoice dispute promptly and provide specific reasons.

An invoice dispute does not permit the Client to withhold undisputed amounts.

22. Taxes and Withholding

Fees are exclusive of applicable taxes unless expressly stated otherwise.

The Client is responsible for paying applicable taxes, duties, levies and government charges relating to the Services, except taxes imposed directly on the income of Flashyminds.

Where the Client is legally required to deduct tax at source:

• The Client must deduct only the amount required by law
• The Client must deposit it within the required period
• The Client must provide the relevant certificate or evidence
• The Client must provide accurate tax information reasonably requested by Flashyminds

Failure to provide required withholding documentation does not reduce the original invoiced obligation except to the extent the lawful deduction has been properly deposited.

23. Late and Overdue Payments

Where an invoice becomes overdue, Flashyminds may:

• Pause work
• Suspend Services
• Delay deployment
• Withhold handover
• Withhold editable or source files
• Reallocate project resources
• Suspend reporting or support
• Recover reasonable collection costs
• Exercise applicable statutory rights

The Client remains responsible for fees relating to work already completed.

Where Flashyminds qualifies as a micro or small enterprise and applicable law provides delayed payment protections, nothing in the Agreement waives those statutory rights.

Suspensions caused by non payment may affect the timeline and may require rescheduling.

24. No Set Off

The Client may not deduct, set off or withhold an amount from an invoice because of an unrelated claim, dispute or amount allegedly owed by Flashyminds, except where required by law or expressly agreed in writing.

25. Third Party Costs

The Client is responsible for Third Party Service costs unless the applicable Agreement expressly includes them.

These may include:

• Domain registration
• Hosting
• Cloud infrastructure
• Plugins
• Themes
• Fonts
• Stock images
• Stock video
• APIs
• Email platforms
• CRM subscriptions
• Automation platforms
• Payment gateways
• App store fees
• Software licences
• Advertising spend
• SMS charges
• WhatsApp charges
• Data provider costs

Third party prices may change without control by Flashyminds.

Flashyminds may require the Client to purchase Third Party Services directly.

Where Flashyminds pays a third party cost on behalf of the Client, the Client must reimburse the amount and any applicable processing or administration charge agreed in advance.

26. Client Accounts and Ownership

Where practical, important Client business accounts should be created in the Client’s name or transferred to Client control.

These may include:

• Domains
• Hosting
• Advertising accounts
• Analytics properties
• Search Console properties
• Social media accounts
• CRM accounts
• Email platforms
• App store accounts
• Payment gateway accounts
• Cloud accounts

The Client is responsible for:

• Maintaining ownership information
• Maintaining billing details
• Protecting credentials
• Enabling appropriate security
• Removing former users
• Complying with provider terms
• Paying subscription charges

Flashyminds is not responsible for account loss caused by Client credential management, non payment, policy violations or unauthorised changes.

27. Access Credentials

The Client must provide access using the safest available method.

Where supported, the Client should use:

• Role based access
• Partner access
• Delegated access
• Temporary access
• Password managers
• Multi factor authentication

The Client should not send passwords through public forms or unsecured channels.

Flashyminds may decline to store unnecessary credentials.

At the end of an engagement, both parties should review and remove access that is no longer required.

28. Advertising Spend

Advertising spend is separate from Flashyminds’ management fees unless expressly stated otherwise.

The Client is responsible for:

• Funding advertising accounts
• Maintaining valid payment methods
• Platform billing
• Tax on advertising spend
• Credit limits
• Account verification
• Business verification
• Product and claim compliance

Flashyminds may recommend a budget but does not guarantee that a platform will spend the complete amount or achieve a particular result.

The Client authorises Flashyminds to manage advertising within the approved budget and strategy.

Material budget increases require Client approval unless the Agreement provides another process.

29. Platform Approval and Account Restrictions

Third party platforms independently control:

• Account approval
• Advertisement approval
• Product approval
• Business verification
• Content distribution
• Search rankings
• Reach
• Account restrictions
• Account suspension
• API availability

Flashyminds cannot guarantee approval or uninterrupted platform access.

Flashyminds is not responsible for a platform action caused by:

• Client content
• Client history
• Policy violations
• Payment failure
• Identity verification
• Product restrictions
• Industry restrictions
• Platform error
• Provider discretion

Flashyminds may assist with a review or appeal where included in scope, but does not control the outcome.

30. Search Engine Optimisation

SEO Services may include technical, content, authority, measurement and conversion recommendations.

The Client acknowledges that search engines independently control:

• Crawling
• Indexing
• Rankings
• Search features
• AI generated search features
• Algorithm updates
• Manual actions

Flashyminds does not guarantee:

• A specific ranking
• First page placement
• Indexing of every page
• A specific traffic level
• A specific lead volume
• AI Overview inclusion
• Generative search visibility
• Recovery from a penalty
• A fixed completion date for ranking improvements

SEO performance may be affected by the Client’s website, implementation, competition, authority, content, platform changes and market conditions.

31. Analytics and Tracking

Flashyminds may implement or use analytics and tracking systems where included in scope.

Analytics data may differ between systems because of:

• Consent choices
• Cookie restrictions
• Browser privacy controls
• Attribution models
• Ad blockers
• Platform reporting delays
• Cross device activity
• Tracking configuration
• Data sampling
• Time zone differences

Flashyminds does not guarantee exact agreement between advertising, analytics, CRM and sales systems.

The Client must not send personal or sensitive information to analytics tools unless lawful and appropriately configured.

32. Development Environments and Deployment

Development work may be completed in:

• A local environment
• A Flashyminds controlled development environment
• A staging environment
• A Client controlled environment
• A third party hosting environment

The Client must not treat a development or staging environment as production ready unless Flashyminds confirms it is ready for launch.

Final deployment may depend on:

• Full payment
• Client approval
• Hosting access
• Domain access
• Production credentials
• Third party configuration
• Data migration readiness
• Backup completion
• Maintenance window approval

Flashyminds is not responsible for delays caused by unavailable or incorrect production access.

33. Hosting, Domains and Infrastructure

Hosting, domain and infrastructure Services are included only where expressly stated.

Where the Client controls the hosting or infrastructure, the Client is responsible for:

• Renewals
• Capacity
• Security settings
• Provider billing
• Backups
• Availability
• Provider compliance

Where Flashyminds assists with hosting, the applicable Proposal should specify:

• Provider
• Environment
• Included resources
• Support boundaries
• Renewal responsibility
• Backup responsibility
• Security responsibility

Flashyminds does not guarantee uninterrupted operation of third party infrastructure.

34. Backups

The Client must maintain appropriate backups unless ongoing backup Services are expressly included.

Before migration, deployment or major technical changes, the Client should confirm that a usable backup exists.

Flashyminds may create temporary backups for project purposes but does not guarantee indefinite retention.

Flashyminds is not responsible for loss of data caused by:

• Missing Client backups
• Third party provider failure
• Client changes
• Unauthorised access
• Malware
• Expired services
• Infrastructure outside the agreed scope

35. Maintenance and Support

Ongoing maintenance, support and monitoring are included only where expressly stated.

Project delivery does not create an indefinite support obligation.

The applicable Agreement should identify:

• Support period
• Covered issues
• Response process
• Exclusions
• Maintenance fee
• Renewal terms
• Service hours

Unless expressly included, support does not cover:

• New features
• New pages
• Content changes
• Third party updates
• Platform changes
• Client modifications
• Security incidents caused by Client systems
• Unsupported software
• New integrations
• Redesigns
• Performance improvements outside the original scope

36. Defect Correction

Where a post delivery defect correction period is included, Flashyminds will correct reproducible defects attributable to its work and falling within the accepted scope.

Defect correction does not include problems caused by:

• Client changes
• Third party updates
• Hosting changes
• External integrations
• Unsupported software
• New browser behaviour
• Platform policy changes
• Malware
• Unauthorised access
• New requirements

The duration of any included defect correction period will be stated in the Proposal or SOW.

37. Handover

Handover may include the items expressly stated in the Agreement, such as:

• Production deployment
• Administrator access
• Credentials
• Documentation
• Source code
• Design files
• Training
• Account transfer

Handover is subject to:

• Full payment
• Client acceptance
• Completion of required transfer steps
• Compliance with third party licences

Working files, internal notes, reusable systems and development tooling are not included unless expressly stated.

38. Intellectual Property Before Full Payment

Until all amounts relating to the relevant Deliverables are paid in full:

• Flashyminds retains ownership of the Deliverables
• The Client receives no permanent ownership transfer
• Flashyminds may withhold source or editable files
• Flashyminds may withhold final deployment or handover
• Any temporary review permission remains limited and revocable

The Client may not commercially publish, resell or transfer unpaid Deliverables without written permission.

39. Ownership After Full Payment

After full payment, the Client receives the ownership or licence rights expressly described in the applicable Proposal or SOW.

Unless otherwise agreed, ownership transfer applies only to final Deliverables created specifically for the Client.

Ownership transfer does not include Flashyminds Background Materials or Third Party Materials.

40. Flashyminds Background Materials

Flashyminds retains ownership of materials developed independently of the Client engagement or intended for repeated use.

These may include:

• Methods
• Frameworks
• Processes
• Templates
• Libraries
• Components
• Utilities
• Internal tools
• Automation structures
• Development techniques
• Design systems
• Prompts
• Know how
• General skills
• Reusable code
• Non Client specific improvements

Where a Deliverable contains Background Materials, Flashyminds grants the Client a non exclusive licence to use those materials only as part of the paid Deliverable for its intended business purpose.

The Client may not separately extract, sell or license Flashyminds Background Materials.

41. Third Party Materials

Deliverables may include Third Party Materials such as:

• Open source software
• Fonts
• Plugins
• Themes
• Libraries
• Stock assets
• APIs
• Platform components
• Licensed templates

Third Party Materials remain subject to their original terms and licences.

Flashyminds cannot transfer ownership that it does not own.

The Client is responsible for ongoing licence, renewal and usage obligations disclosed during the engagement.

42. Open Source Software

Development work may use open source software where appropriate.

Open source components remain governed by their applicable licences.

Flashyminds will not claim exclusive ownership over open source components.

The Client must comply with relevant open source licence obligations.

Unless expressly included, Flashyminds is not responsible for future changes, vulnerabilities, discontinuation or incompatibility affecting third party open source software.

43. Editable and Source Files

Editable design files, working files, source code, raw project files and internal production files are included only where expressly stated.

Final exported Deliverables do not automatically include:

• Raw design files
• Unused concepts
• Internal notes
• Drafts
• Licensed assets
• Development tools
• Reusable components
• Internal automation
• Prompt libraries
• Proprietary templates

Where source files are included, handover remains subject to full payment and applicable third party restrictions.

44. Confidentiality

Each party may receive confidential information belonging to the other.

Confidential information may include:

• Business plans
• Strategies
• Pricing
• Customer information
• Technical information
• Credentials
• Source code
• Designs
• Financial information
• Unpublished content
• Project materials
• Internal processes

The receiving party must:

• Use confidential information only for the engagement
• Restrict access to people who need it
• Apply reasonable protection
• Avoid unauthorised disclosure
• Inform the other party of material unauthorised access

Confidential information does not include information that:

• Is publicly available without breach
• Was already lawfully known
• Is received lawfully from another source
• Is independently developed
• Must be disclosed by law

Where disclosure is legally required, the receiving party will provide notice where legally permitted.

Confidentiality obligations survive termination.

45. Data Protection

Each party must comply with the data protection laws applicable to its own activities under the Agreement.

Where Flashyminds processes personal data on behalf of the Client:

• The Client remains responsible for the lawful purpose and collection
• The Client must provide lawful instructions
• Flashyminds will process the information for agreed Services
• Flashyminds may use appropriate subprocessors
• Reasonable security measures will be applied
• The parties will cooperate with valid privacy requests where required
• Information will be returned or deleted according to the Agreement and applicable law

A separate Data Processing Addendum may be required where the nature or scale of processing makes it appropriate.

The Client must not provide personal data that is unnecessary for the Services.

46. Client Compliance Responsibilities

The Client remains responsible for the legal and regulatory compliance of its business, products, services and instructions.

This includes responsibility for:

• Privacy notices
• Cookie consent
• Marketing consent
• Advertising claims
• Product claims
• Consumer terms
• Refund policies
• Sector regulations
• Accessibility obligations
• Intellectual property clearance
• Data collection
• Customer communications
• Industry licences

Flashyminds may provide implementation support but does not provide legal advice or compliance certification unless expressly agreed and lawfully qualified to do so.

47. AI Assisted Work

Flashyminds may use artificial intelligence or automation tools to support:

• Research
• Planning
• Drafting
• Design exploration
• Development
• Testing
• Analysis
• Workflow execution

AI assisted outputs may require human review and may contain:

• Errors
• Omissions
• Inaccuracies
• Unexpected output
• Similarities to existing material

Flashyminds does not guarantee that every AI assisted output is entirely original, complete, accurate or suitable for regulated use.

The Client must review AI assisted Deliverables before using them in a legal, medical, financial, safety critical or regulated context.

Flashyminds will not knowingly submit confidential Client information to an AI provider in a manner inconsistent with the Agreement or applicable privacy obligations.

48. Subcontractors

Flashyminds may use qualified employees, contractors, specialists or service providers to deliver parts of the Services.

Flashyminds remains responsible for managing the agreed Services, subject to the limitations of the Agreement.

Flashyminds may share necessary project information with authorised delivery personnel subject to reasonable confidentiality obligations.

The Client may request prior approval for specific restricted access requirements, which must be documented in the Agreement.

49. Non Exclusivity

Unless expressly agreed otherwise, Flashyminds may provide services to other clients, including clients operating in similar industries.

Flashyminds will not intentionally disclose one Client’s confidential information to another Client.

An engagement does not create an exclusive agency relationship unless exclusivity is expressly included and commercially agreed.

50. Portfolio and Marketing Use

Unless restricted in writing before project commencement, Flashyminds may identify the Client and display completed public work for legitimate portfolio and business development purposes.

This may include:

• Client name
• Client logo
• Public website screenshots
• Published designs
• General service descriptions
• Public project links

Flashyminds will not disclose confidential information, unpublished data or restricted commercial information through portfolio use.

Detailed case studies, private performance data, testimonials and confidential project information require an appropriate permission or contractual basis.

The Client may request reasonable restrictions in writing before the relevant material is published.

51. No Performance Guarantee

Flashyminds will perform the Services with reasonable professional care.

Unless expressly stated in an executed Agreement, Flashyminds does not guarantee:

• Search rankings
• Traffic
• Leads
• Enquiries
• Conversions
• Sales
• Revenue
• Profit
• Return on investment
• Return on advertising spend
• Social media reach
• App downloads
• Advertising approval
• Account approval
• Platform uptime
• AI search visibility
• Specific commercial outcomes

Forecasts, targets, budgets and projections are planning references rather than guarantees.

52. Third Party Dependencies

Flashyminds is not responsible for failure, delay or reduced performance caused by a Third Party Service outside its reasonable control.

This may include:

• Search engines
• Advertising platforms
• Social networks
• Hosting providers
• Cloud providers
• APIs
• Payment gateways
• App stores
• CRM systems
• Email providers
• Plugins
• Software vendors
• Internet providers

Flashyminds will take reasonable steps to assist where the issue falls within the agreed scope.

53. Warranties

Each party confirms that it has authority to enter into the Agreement.

Flashyminds warrants that it will provide the Services with reasonable professional care and skill.

Except where expressly stated or required by law, Flashyminds does not provide additional warranties concerning:

• Continuous availability
• Error free performance
• Fitness for an unstated purpose
• Third party services
• Future compatibility
• Specific business results

The Client is responsible for confirming that the agreed scope meets its business needs before acceptance.

54. Limitation of Liability

To the extent permitted by law, Flashyminds’ total aggregate liability arising from an engagement will not exceed the fees paid or payable to Flashyminds for the specific Services giving rise to the claim during the three months immediately preceding the event giving rise to liability.

For a fixed project lasting less than three months, the liability cap will not exceed the fees paid for the affected project.

Flashyminds will not be liable for:

• Indirect loss
• Consequential loss
• Loss of anticipated profit
• Loss of opportunity
• Loss of goodwill
• Loss caused by Client delay
• Loss caused by inaccurate Client information
• Loss caused by Third Party Services
• Loss caused by platform changes
• Loss caused by unlawful Client instructions
• Loss caused by unauthorised modifications
• Loss caused by missing backups

Nothing in the Agreement excludes liability that cannot legally be excluded or limited.

55. Client Indemnity

To the extent permitted by law, the Client will indemnify Flashyminds against third party claims, liabilities, losses and reasonable costs arising from:

• Client Materials
• Client supplied claims
• Unlawful Client instructions
• Infringement by Client Materials
• Client privacy or marketing violations
• The Client’s products or services
• Misuse of Deliverables
• Client modifications
• The Client’s breach of the Agreement

Flashyminds will provide reasonable notice of a covered claim and reasonable cooperation at the Client’s cost.

The Client will not be responsible to the extent a claim arises directly from Flashyminds’ unlawful conduct or material breach.

56. Suspension of Services

Flashyminds may suspend Services where:

• Payment is overdue
• The Client materially breaches the Agreement
• Required access is unavailable
• The Client requests unlawful work
• The Client engages in abusive conduct
• Continued work creates a security risk
• Continued work may infringe third party rights
• A platform or authority requires suspension

Flashyminds will provide notice where reasonably practical.

Suspension does not remove the Client’s obligation to pay for completed work and committed costs.

57. Cancellation by the Client

The Client may request cancellation in writing.

Cancellation is effective only when confirmed by Flashyminds.

On cancellation, the Client must pay:

• Fees already due
• Fees for work completed
• Committed third party costs
• Non cancellable costs
• Any applicable cancellation amount stated in the Proposal
• Reasonable costs resulting from early cancellation

Advance payments are applied against reserved capacity, completed work and committed costs.

Any refund, where legally required or commercially approved, will be calculated after deducting the applicable completed work and costs.

58. Refunds

Unless the applicable Agreement or mandatory law states otherwise:

• Advance payments and deposits are non refundable once capacity has been reserved or work has begun
• Completed Services are non refundable
• Partially completed Services remain payable
• Approved Deliverables are non refundable
• Downloaded, deployed or transferred digital Deliverables are non refundable
• Third party costs are non refundable where the provider does not refund them
• Advertising spend is not refundable by Flashyminds
• Monthly retainer fees are not refundable after the service period begins

Nothing in this section removes a mandatory statutory right or a remedy for a proven material breach by Flashyminds.

59. Chargebacks

The Client must contact Flashyminds and attempt to resolve a genuine billing concern before initiating a payment dispute or chargeback.

A knowingly false or unauthorised chargeback may constitute a material breach.

Flashyminds may:

• Suspend Services
• Withhold Deliverables
• Provide the Agreement and delivery records to the payment provider
• Recover unpaid fees and reasonable costs

This section does not prevent the Client from exercising a lawful payment dispute right.

60. Termination by Flashyminds

Flashyminds may terminate the Agreement by written notice where:

• The Client materially breaches the Agreement
• Payment remains overdue
• The Client repeatedly delays the project
• The Client requests unlawful work
• The Client engages in abusive conduct
• Continued work creates a material legal, ethical or security risk
• A conflict prevents continued delivery
• Performance becomes impossible because of an external dependency

Where the breach can reasonably be corrected, Flashyminds may provide an opportunity to correct it before termination.

Immediate termination may occur for fraud, unlawful activity, serious abuse or material security risk.

61. Effect of Termination

On termination:

• The Client must pay all amounts due
• Completed and committed work remains payable
• Third party commitments remain payable
• Flashyminds may stop work
• Unpaid Deliverables remain owned by Flashyminds
• Access may be removed
• Confidential information must continue to be protected
• Required return or deletion processes will begin
• Provisions intended to survive will continue

Termination does not affect rights or liabilities that arose before termination.

62. Non Solicitation

During the engagement and for 12 months after it ends, the Client must not knowingly solicit for direct employment or independent engagement any Flashyminds employee or contractor materially involved in the Services without written consent.

This restriction does not apply to:

• General public recruitment not directed at the person
• A person who independently applies without solicitation
• A relationship approved in writing by Flashyminds

Where this provision is restricted by applicable law, it will apply only to the maximum lawful extent.

63. Force Majeure

Neither party is responsible for delay or failure caused by circumstances beyond its reasonable control.

These may include:

• Natural disasters
• Fire
• Flood
• War
• Civil disturbance
• Government action
• Internet failure
• Power failure
• Platform outage
• Cyberattack
• Labour disruption
• Public health emergency
• Failure of a critical provider

The affected party will take reasonable steps to reduce the impact.

Payment obligations relating to work already completed are not excused by force majeure.

64. Notices

Formal notices relating to breach, suspension, termination or legal claims should be sent by email to the contact identified in the applicable Agreement.

Notices to Flashyminds should be sent to:

• enquiry@flashyminds.com

A notice is treated as received when successfully delivered, unless the sender receives an automated delivery failure.

Either party must inform the other of a change to its notice contact details.

65. Dispute Resolution

The parties should first attempt to resolve a dispute through good faith discussion.

A party raising a dispute should provide:

• A clear description
• Relevant documents
• The requested resolution

The authorised representatives should attempt to resolve the dispute within 15 Business Days after receiving sufficient information.

This informal process does not prevent either party from seeking urgent interim relief where necessary.

66. Governing Law

The Agreement and disputes arising from it will be governed by the laws of India.

67. Jurisdiction

Subject to applicable law and the jurisdiction of the relevant court, the competent courts located in Bangalore, Karnataka, India will have exclusive jurisdiction over disputes arising from or relating to the Agreement or Services.

Nothing in this section creates jurisdiction for a court that does not otherwise have jurisdiction under applicable law.

68. Mandatory Rights

Nothing in the Agreement removes or limits:

• A right that cannot legally be excluded
• An applicable consumer right
• A statutory MSME right
• Liability that cannot legally be limited
• A remedy that mandatory law requires

Where a provision conflicts with mandatory law, it will apply only to the maximum lawful extent.

69. Assignment

The Client may not assign or transfer the Agreement without prior written consent from Flashyminds.

Flashyminds may transfer the Agreement as part of:

• Business restructuring
• Transfer of business assets
• Merger
• Acquisition
• Legal succession

Any transfer remains subject to applicable law and confidentiality obligations.

70. Severability

If a provision is found invalid, unlawful or unenforceable, the remaining provisions will continue to apply.

The affected provision will be interpreted or limited only to the minimum extent required to make it enforceable where permitted.

71. No Waiver

A delay or failure to enforce a right does not waive that right.

A waiver must be expressly confirmed in writing by an authorised representative.

72. Entire Agreement

The Agreement contains the complete understanding between the parties concerning the Services.

It replaces prior discussions, presentations and communications concerning the same subject, except where they are expressly included in the Agreement.

The Client confirms that it has not relied on a statement that is not recorded in the Agreement.

Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

73. Amendments

Flashyminds may update these Service Terms for future engagements.

An update will not materially change an already accepted engagement unless:

• The parties agree
• The applicable Proposal permits the change
• The change is required by law
• The change concerns a Third Party Service outside Flashyminds’ control

Material project changes should be recorded through a Change Request, revised Proposal or written amendment.

74. Survival

Provisions relating to the following survive termination where necessary:

• Payment
• Intellectual property
• Confidentiality
• Data protection
• Portfolio rights
• Liability
• Indemnity
• Dispute resolution
• Governing law
• Jurisdiction
• Non solicitation

75. Contact Flashyminds

Questions about these Service Terms may be sent to:

• Flashyminds
• India based digital marketing and technology agency
• Operating remotely
• Bangalore, Karnataka, India
• Email: enquiry@flashyminds.com
• Website: flashyminds.com
• Website Terms: /terms-and-conditions/
• Privacy Policy: /privacy-policy/
• Cookie Policy: /cookie-policy/