PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING THE WEBSITE, OR BY ENGAGING THE COMPANY FOR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE WEBSITE OR THE SERVICES.
1. Parties and acceptance
1.1 These Terms & Conditions ("Terms") constitute a legally binding agreement between Lasyaa Brand Studios LLP, a limited liability partnership incorporated under the laws of India, having its registered office at 1605, D-Wing, Hubtown Greenwoods, Pokhran Road, Thane West, Thane, Maharashtra 400602, CIN/LLPIN ACP-4490, GSTIN 27AAMFL4415A1ZM, carrying on business as "Nebula Brand Labs" ("Company", "we", "us" or "our"), and any person who accesses or uses the Website or engages the Company for Services ("you", "your", "User" or, where applicable, "Client").
1.2 These Terms are an electronic record under the Information Technology Act, 2000 and the rules made thereunder, and do not require any physical or digital signature.
1.3 If you access the Website or engage the Services on behalf of a company, firm or other entity, you represent and warrant that you have the authority to bind such entity to these Terms, and "you" shall include such entity.
1.4 You represent that you are at least eighteen (18) years of age and competent to contract under the Indian Contract Act, 1872.
2. Definitions and interpretation
2.1 In these Terms, unless the context otherwise requires:
(a) "Website" means www.nebulabrandlabs.com and all associated sub-domains, landing pages, microsites and content made available by the Company;
(b) "Services" means the brand strategy, design, advertising, digital marketing, media, content, technology, event, film, photography and related services provided by the Company;
(c) "Engagement Document" means any proposal, quotation, statement of work, master services agreement, purchase order, retainer agreement or other written document executed or accepted by the Company and the Client describing the scope, deliverables, fees and other terms of specific Services;
(d) "Deliverables" means the final, approved work product specifically created by the Company for the Client and identified as a deliverable in the Engagement Document;
(e) "Client Materials" means all content, data, trademarks, logos, images, information, briefs and other materials provided by or on behalf of the Client;
(f) "Third-Party Materials" means stock images, footage, fonts, music, software, templates, talent performances, influencer content and any other materials owned by third parties and licensed for use in the Deliverables;
(g) "Company Materials" means all pre-existing materials, know-how, methodologies, processes, tools, templates, frameworks, software and intellectual property owned by or licensed to the Company prior to or independently of the Services;
(h) "Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade names, designs, database rights, rights in confidential information and all other intellectual property rights, whether registered or unregistered, anywhere in the world; and
(i) "Applicable Law" means all laws, statutes, regulations, rules, codes, guidelines and orders in force in India from time to time.
2.2 Headings are for convenience only. The words "include" and "including" shall be deemed to be followed by "without limitation". References to a statute include its amendments and re-enactments.
2.3 Order of precedence. In the event of any conflict between these Terms and an Engagement Document, the Engagement Document shall prevail in respect of the specific Services it covers. These Terms shall prevail over any terms contained in a Client's purchase order or similar document, which shall have no effect unless expressly accepted in writing by an authorised signatory of the Company.
3. Use of the Website
3.1 Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website for lawful, personal or internal business purposes.
3.2 The content on the Website, including descriptions of Services, case studies, timelines and indicative information, is provided for general information only and does not constitute an offer capable of acceptance, a warranty or professional advice. The Company may modify, suspend or discontinue the Website or any part of it at any time without notice or liability.
3.3 The Company does not warrant that the Website will be uninterrupted, timely, secure, error-free or free from viruses or other harmful components. You are responsible for implementing appropriate safeguards on your own devices.
4. Prohibited conduct
You shall not, and shall not permit any third party to:
(a) use the Website for any unlawful, fraudulent or malicious purpose, or in breach of these Terms or Applicable Law;
(b) copy, reproduce, republish, frame, scrape, harvest, data-mine, download (other than for caching necessary for viewing), modify, distribute or create derivative works of any part of the Website or its content without the Company's prior written consent;
(c) use any robot, spider, crawler, scraper or other automated means, including for the purpose of training artificial intelligence or machine learning models, to access or extract content from the Website, except as expressly permitted by our robots.txt file;
(d) attempt to gain unauthorised access to, interfere with, damage or disrupt the Website, its servers, networks or any connected systems, or introduce viruses, trojans, worms or other harmful material;
(e) impersonate any person or entity, or misrepresent your affiliation with any person or entity, including the Company or its personnel;
(f) submit false, misleading, defamatory, obscene, infringing or otherwise objectionable information through any form or communication channel on the Website;
(g) use the Website to send unsolicited commercial communications; or
(h) use the Company's name, trademarks, logos or work samples in any manner that suggests endorsement, affiliation or sponsorship without prior written consent.
5. Intellectual property in the Website
5.1 The Website and all its content, including text, graphics, logos, trademarks, images, videos, case studies, designs, layouts, software and the selection and arrangement thereof, are owned by or licensed to the Company and are protected under the Copyright Act, 1957, the Trade Marks Act, 1999 and other Applicable Law.
5.2 Work showcased on the Website may include trademarks, brand assets and creative work owned by the Company's clients, which are displayed with permission or for portfolio purposes. All such trademarks and assets remain the property of their respective owners, and nothing on the Website grants you any right to use them.
5.3 "Nebula Brand Labs", the Nebula logo and related marks are trademarks of the Company. No right or licence is granted to use any of them.
6. User submissions
6.1 Information you submit through the Website, including enquiry forms, job applications and communications ("Submissions"), shall be processed in accordance with our Privacy Policy.
6.2 Unless an Engagement Document or a non-disclosure agreement is in place, you acknowledge that any unsolicited ideas, proposals, creative concepts or suggestions submitted to the Company are provided voluntarily and without any expectation of confidentiality or compensation. The Company may already be developing similar ideas independently and shall be free to use such unsolicited submissions without obligation to you.
6.3 You represent and warrant that your Submissions do not infringe any third-party rights or violate Applicable Law, and you shall be solely responsible for them.
7. Third-party links and services
The Website may contain links to third-party websites, platforms or services that are not owned or controlled by the Company. The Company does not endorse and is not responsible for the content, privacy practices, availability or security of such third parties, and your use of them is at your own risk and subject to their terms.
8. Engagement of Services
8.1 The Services shall be provided only pursuant to an Engagement Document. No engagement shall be binding on the Company until the Engagement Document is accepted in writing by an authorised representative of the Company and, where applicable, the advance payment has been received.
8.2 The scope of Services is limited to that expressly set out in the Engagement Document. Any work outside such scope, any change to the brief or approved direction, or any additional revision rounds shall constitute a change request, which shall be subject to a separate estimate and written approval of the Client before commencement.
8.3 The Company may engage employees, freelancers, subcontractors and vendors to perform the Services, and shall remain responsible for their performance under the Engagement Document.
9. Client obligations
9.1 The Client shall:
(a) provide accurate, complete and timely briefs, Client Materials, information, access and approvals as reasonably required;
(b) designate an authorised representative with authority to give instructions and approvals;
(c) review and respond to submissions within the timelines specified in the Engagement Document or, if none is specified, within five (5) business days;
(d) ensure that all Client Materials, claims, offers, prices, statistics, testimonials, product details and regulatory particulars (including RERA registration details, FSSAI details, statutory warnings and disclaimers) are accurate, substantiated, lawful and do not infringe any third-party rights;
(e) obtain all necessary consents, licences, permissions and registrations, including consents of Data Principals for any personal data provided to the Company; and
(f) comply with the policies of any advertising or social media platform on which campaigns are run.
9.2 The Company shall not be liable for any delay, failure or deficiency in the Services to the extent caused by the Client's failure to comply with this Section 9.
10. Approvals
10.1 Approval by the Client of any concept, script, storyboard, copy, design, artwork, proof, media plan or Deliverable, whether communicated in writing, by email or through any messaging platform, shall be final and binding.
10.2 The Client is solely responsible for proofreading and verifying all approved materials. The Company shall not be liable for any error, omission or inaccuracy in any material approved by the Client, including any cost of reprinting, re-production, media re-booking or corrective advertising.
10.3 Where the Client fails to provide feedback within ten (10) business days of a submission, the submission shall be deemed approved, and the Company may proceed to the next stage and invoice accordingly.
11. Fees, taxes and payment
11.1 The Client shall pay the fees set out in the Engagement Document. Unless otherwise stated, fees are exclusive of Goods and Services Tax and all other applicable taxes, duties and levies, which shall be borne by the Client.
11.2 Unless otherwise agreed in writing, the Client shall pay an advance of fifty per cent (50%) of the project fee before commencement, with the balance payable as per the milestones specified. Retainer fees are payable monthly in advance.
11.3 All invoices are payable within fifteen (15) days of the invoice date, without set-off or deduction other than tax deducted at source as required by law. The Client shall issue TDS certificates within the statutory period.
11.4 Overdue amounts shall attract interest at the rate of one and a half per cent (1.5%) per month, or the maximum rate permitted by law, whichever is lower, from the due date until the date of actual payment. The Company may, without liability, suspend performance of the Services, withhold Deliverables and revoke any licences granted until all overdue amounts are paid in full.
11.5 Third-party costs. Media and advertising spend, printing, fabrication, talent, location, permit, stock licence, music, software, travel and other out-of-pocket costs are excluded from the fees and shall be paid by the Client, either directly to the vendor or by reimbursement to the Company, together with any agreed handling charge. The Company shall obtain the Client's prior written approval for such costs.
11.6 Media spend. Where the Company places or manages media on the Client's behalf, the Client shall fund such media in advance. The Company acts only as the Client's agent in respect of such media and shall not be liable for any act, omission, policy or decision of the media owner or platform.
11.7 Refunds. Advance payments and fees for Services commenced are non-refundable, save as expressly provided in the Engagement Document.
12. Intellectual property in Deliverables
12.1 Client Materials. The Client retains all Intellectual Property Rights in the Client Materials and grants the Company a non-exclusive, royalty-free licence to use, reproduce and adapt them solely for the purpose of performing the Services.
12.2 Assignment of Deliverables. Subject to receipt by the Company of full and final payment of all amounts due under the relevant Engagement Document, the Company assigns to the Client all its rights, title and interest in the copyright in the Deliverables, for the media, territory and duration specified in the Engagement Document or, if none is specified, worldwide and in perpetuity, in accordance with Section 18 and Section 19 of the Copyright Act, 1957. Until such payment, all rights in the Deliverables shall vest in the Company, and the Client shall have no right to use them.
12.3 Excluded materials. The assignment in Section 12.2 shall not extend to (a) Company Materials, in respect of which the Client is granted a non-exclusive, non-transferable licence to the extent incorporated in the Deliverables; (b) Third-Party Materials, which are licensed subject to the terms of the relevant licensor and may be limited in media, territory and duration; or (c) concepts, drafts, alternative routes, working files and unused materials, which remain the property of the Company.
12.4 Third-party licences. The Client shall comply with all licence restrictions applicable to Third-Party Materials, talent and influencer content. Any use beyond the licensed scope shall require additional licences at the Client's cost, and the Client shall indemnify the Company against any claim arising from use beyond such scope.
12.5 Moral rights. To the extent permitted by law, the Company shall procure that its personnel do not assert moral rights in a manner that interferes with the Client's permitted use of the Deliverables.
12.6 Portfolio rights. Unless otherwise agreed in writing, the Company may display the Deliverables, the Client's name and logo in its portfolio, website, social media, credentials and award entries after public release of the Deliverables.
12.7 Trademark clearance. The Company does not conduct legal trademark, copyright or design clearance searches unless expressly agreed. Any preliminary checks carried out by the Company are indicative only, and the Client shall be responsible for obtaining formal legal clearance and registrations before use.
13. Confidentiality
13.1 Each party shall keep confidential all non-public information disclosed by the other party that is marked or reasonably understood to be confidential ("Confidential Information"), use it only for the purposes of the engagement and disclose it only to its personnel, advisers and subcontractors who need to know it and are bound by obligations of confidentiality no less protective than these Terms.
13.2 Confidentiality obligations shall not apply to information that (a) is or becomes public other than through breach; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed; or (d) is required to be disclosed by law or by order of a court or authority, provided prompt notice is given where lawful.
13.3 These obligations shall survive for three (3) years after termination of the engagement.
14. Data protection
14.1 Each party shall comply with its obligations under the Digital Personal Data Protection Act, 2023 and the rules made thereunder.
14.2 Where the Company processes personal data on behalf of the Client, the Client shall be the Data Fiduciary and the Company the Data Processor. The Client warrants that it has provided all necessary notices and obtained all consents required for such processing, and the Company shall process such data only on the Client's documented instructions, implement reasonable security safeguards and assist the Client, at the Client's cost, in responding to Data Principal requests and Personal Data Breaches.
15. Warranties and disclaimers
15.1 The Company warrants that it shall perform the Services with reasonable skill, care and diligence in accordance with generally accepted industry practices.
15.2 No guarantee of results. The Client acknowledges that the outcomes of marketing, advertising, media, SEO, AEO, GEO, social media and lead-generation activities depend on factors beyond the Company's control, including market conditions, competition, consumer behaviour, platform algorithms and policies, and the Client's products, pricing and sales processes. The Company makes no representation, warranty or guarantee regarding any particular result, including reach, impressions, engagement, followers, leads, sales, rankings, AI citations, conversions or return on investment. Any projections or estimates are indicative only.
15.3 Platforms. The Company shall not be responsible for any rejection, disapproval, restriction, suspension or termination of any advertisement, account, page or content by any platform, or for any change in platform policies, algorithms, pricing or availability.
15.4 Save as expressly set out in these Terms, all other warranties, conditions and representations, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted availability, are excluded to the fullest extent permitted by law. The Website and its content are provided on an "as is" and "as available" basis.
16. Limitation of liability
16.1 To the maximum extent permitted by Applicable Law, the Company shall not be liable to you or any third party, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any (a) indirect, incidental, special, exemplary, punitive or consequential loss or damage; (b) loss of profits, revenue, business, contracts, anticipated savings, goodwill or reputation; or (c) loss or corruption of data, in each case even if advised of the possibility of such loss.
16.2 The Company's total aggregate liability arising out of or in connection with these Terms, the Website or any Services shall not exceed the professional fees (excluding taxes, third-party costs and media spend) actually paid by the Client to the Company under the relevant Engagement Document in the three (3) months immediately preceding the event giving rise to the claim. In respect of use of the Website alone, the Company's aggregate liability shall not exceed INR 10,000.
16.3 Nothing in these Terms limits liability that cannot be limited or excluded under Applicable Law, including liability for fraud.
17. Indemnity
You shall indemnify, defend and hold harmless the Company, its directors, partners, officers, employees, agents and subcontractors from and against all claims, demands, actions, proceedings, losses, damages, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with (a) Client Materials or any content, claim or information supplied or approved by you; (b) your breach of these Terms, an Engagement Document or Applicable Law; (c) any infringement of third-party rights by you; (d) your use of Deliverables or Third-Party Materials beyond the licensed scope; or (e) your products, services, offers or business practices.
18. Term, suspension and termination
18.1 Each Engagement Document shall remain in force for the term specified therein. Retainers may be terminated by either party on thirty (30) days' prior written notice, unless otherwise specified.
18.2 Either party may terminate an engagement with immediate effect by written notice if the other party (a) commits a material breach that is not remedied within fifteen (15) days of written notice; or (b) becomes insolvent, enters into liquidation, has a receiver or administrator appointed, or ceases to carry on business.
18.3 On termination for any reason, the Client shall pay all fees for Services performed up to the effective date of termination, all costs incurred and all non-cancellable commitments made on the Client's behalf. Assignment of rights under Section 12.2 shall apply only to Deliverables fully paid for.
18.4 The Company may suspend or terminate your access to the Website at any time, without notice, if it reasonably believes you have breached these Terms.
18.5 Sections 11, 12, 13, 14, 15, 16, 17, 20 and 21, and any other provisions which by their nature are intended to survive, shall survive termination.
19. Non-solicitation
During the term of any engagement and for twelve (12) months thereafter, the Client shall not, directly or indirectly, solicit for employment or engage any employee or freelancer of the Company who was involved in the Services, without the Company's prior written consent. If the Client breaches this Section, it shall pay the Company a fee equal to six (6) months of such person's last drawn gross compensation, which the parties agree is a genuine pre-estimate of loss.
20. Governing law and dispute resolution
20.1 These Terms, the Website and all engagements shall be governed by and construed in accordance with the laws of India, without regard to conflict-of-laws principles.
20.2 Any dispute, controversy or claim arising out of or relating to these Terms, the Website or any engagement, including its existence, validity, interpretation, performance, breach or termination ("Dispute"), shall first be referred to senior representatives of the parties for amicable resolution within thirty (30) days of written notice of the Dispute.
20.3 Failing amicable resolution, the Dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by mutual agreement of the parties, or failing such agreement, in accordance with the said Act. The seat and venue of arbitration shall be Mumbai, Maharashtra. The language of arbitration shall be English. The award shall be final and binding on the parties.
20.4 Subject to Section 20.3, the courts at Mumbai, Maharashtra shall have exclusive jurisdiction. Nothing in this Section shall prevent the Company from seeking urgent interim or injunctive relief from any court of competent jurisdiction, or from initiating proceedings for recovery of undisputed dues.
21. General
21.1 Force majeure. Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, epidemics, pandemics, floods, fires, earthquakes, war, terrorism, riots, strikes, lockouts, governmental action, power or internet failure, or failure of third-party platforms. The affected party shall notify the other promptly, and timelines shall be extended accordingly. If the event continues for more than sixty (60) days, either party may terminate the affected engagement by written notice.
21.2 Assignment. The Client may not assign or transfer any rights or obligations without the Company's prior written consent. The Company may assign its rights to an affiliate or successor.
21.3 Independent contractors. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency (save as stated in Section 11.6) or employment relationship.
21.4 Severability. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.
21.5 Waiver. No failure or delay in exercising any right shall operate as a waiver of it. Any waiver must be in writing.
21.6 Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy and any Engagement Document, constitute the entire agreement between the parties regarding their subject matter and supersede all prior understandings and representations.
21.7 Notices. Legal notices to the Company shall be sent by registered post or courier to Lasyaa Brand Studios LLP, 1605, D-Wing, Hubtown Greenwoods, Pokhran Road, Thane West, Thane, Maharashtra 400602, with a copy by email to contact@nebulabrandlabs.com. Notices to you may be sent to the email or postal address you have provided.
21.8 Amendments. The Company may amend these Terms at any time by publishing the revised Terms on the Website. Revised Terms shall apply to use of the Website from the date of publication, and to Services only from the date of the next Engagement Document, unless otherwise agreed. Your continued use of the Website constitutes acceptance of the revised Terms.
21.9 Grievances. Any grievance relating to the Website may be addressed to Sahil Patil, Grievance Officer, at contact@nebulabrandlabs.com. Grievances relating to personal data shall be addressed as set out in the Privacy Policy.
21.10 Language. These Terms are drafted in English. In the event of any translation, the English version shall prevail.