Terms & Conditions

1. Binding Agreement

These Terms and Conditions constitute a legally binding agreement between you, the User (herein referred to as "Client," "you," or "your"), and Elixios (herein referred to as "the Agency," "we," "us," or "our"). By accessing our website, engaging in a consultation, or executing a service agreement, you explicitly agree to be bound by these Terms.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the legal authority to bind such entity to these terms. Failure to comply with any part of this agreement will result in immediate termination of services and potential legal action.

2. Scope of Services

The Agency provides professional digital services including but not limited to:

• UI/UX Design & Branding
• Custom Software Engineering
• AI Integration & Automation
• Technical Strategy & Consulting

Each project will be governed by a separate Statement of Work (SOW) or Service Agreement which defines the specific deliverables, timelines, and technical requirements. In the event of a conflict between these General Terms and a specific SOW, the SOW shall prevail for that specific engagement.

3. Intellectual Property Ownership

4. Payment Terms & Financial Protocols

• Deposits: A non-refundable commencement deposit of 50% (unless otherwise specified) is required to secure project slotting and resources.
• Milestone Payments: Remaining payments are tied to specific milestones. Payments must be cleared within 5 business days of milestone approval.
• Late Fees: Overdue invoices will incur a penalty of 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Expenses: Clients are responsible for all third-party expenses (hosting, domain, premium APIs, stock media) unless these are explicitly bundled in the service fee.

5. Client Responsibilities & Dependencies

The success of any project depends on timely cooperation. The Client agrees to:

• Provide necessary assets, logins, and documentation within 48 hours of a request.
• Assign a single point of contact with decision-making authority.
• Deliver feedback on milestones within the agreed-upon review windows.

Delays caused by the Client's failure to provide assets or feedback will result in a day-for-day extension of the project timeline and may incur a "Resumption Fee" if the project needs to be re-slotted into the Agency's schedule.

6. Limitation of Liability & Warranties

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Elixios SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY THE CLIENT TO THE AGENCY FOR THE SPECIFIC SERVICE PHASE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE INCIDENT.

7. Indemnification

The Client agrees to defend, indemnify, and hold harmless Elixios, its contractors, and employees from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from the Client's breach of these terms, or any infringement of third-party intellectual property by assets provided by the Client.

8. Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor strikes, pandemics, massive internet outages, or changes in government regulations.

9. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Bhubaneswar, Odisha, India.

Before initiating formal legal proceedings, both parties agree to engage in a mandatory 30-day "Good Faith Negotiation" period to resolve the dispute amicably.

10. Severability & Waiver

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The failure of the Agency to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.