Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and AUX STUDIO ("Studio", "we", "us", or "our"), registered and operating in Alipurduar, West Bengal, India.

By browsing our website, requesting a project proposal, booking an appointment, signing a Statement of Work, or making a deposit payment, you confirm that: - You are at least 18 years old and possess the legal authority to enter into binding agreements; - If acting on behalf of an entity, you are an authorized representative with the authority to legally bind such organization; - You have read, understood, and agreed to be bound by these Terms and our companion Privacy Policy.

AUX STUDIO provides bespoke digital technology, software development, and automation engineering services, including:

Custom Web Development High-performance responsive websites, web applications, and landing pages built with Next.js, React, and Tailwind CSS.

Artificial Intelligence Integration Custom LLM integrations, RAG architecture, vector search, customer support agents, and automated internal workflows.

Bespoke Invoicing & Business Systems Custom invoicing and billing systems, GST-ready invoice generation, and lightweight business operations tooling.

Technical Consulting Architecture reviews, performance audits, and technical guidance for teams shipping production software.

Every engagement is defined by a written Statement of Work ("SOW"), proposal, or invoice that specifies the deliverables, timeline, milestones, and fee. Where the SOW conflicts with these Terms, the SOW governs for that engagement.

Submitting an inquiry through our contact form does not create a binding development contract or obligate AUX STUDIO to undertake a project. - Proposal Validity: Formal quotations and project estimates remain valid for thirty (30) calendar days from the date of issuance, after which rates and resource availability are subject to re-evaluation. - Project Kickoff: Active engineering and resource allocation initiate only after: 1. Mutual written approval of the SOW or quotation; and 2. Receipt of the agreed initial upfront deposit in cleared funds.

Successful project completion requires collaborative cooperation. You agree to: - Timely Delivery of Materials: Provide all requested copy, brand guidelines, logos, high-resolution media, domain DNS access, and third-party API credentials promptly. - Warranty of Ownership: You explicitly warrant that all text, graphics, trademarks, datasets, and intellectual assets supplied to AUX STUDIO are owned by you or that you possess full legal authorization and licensing to use them. - Designated Point of Contact: Appoint a single primary decision-maker with the authority to approve milestones, review staging releases, and make binding scope determinations.

All project pricing is clearly specified in your SOW. Unless explicitly modified in writing, standard project payment terms apply.

Standard Milestone Structure - Milestone 1: 50% Deposit — Due upon contract signing to reserve studio capacity and begin architecture. - Milestone 2: 25% Interim — Due upon completion of staging preview, core UI, and API integrations. - Milestone 3: 25% Final — Due prior to production deployment, DNS cutover, or source repository handoff.

• Payment Due Dates: Invoices are payable within seven (7) to fourteen (14) calendar days of issuance, depending on the agreed terms.
• Late Interest & Work Suspension: Payments overdue by more than fourteen (14) days incur late interest at 1.5% per month (or the maximum permitted by law). AUX STUDIO reserves the right to suspend active development or staging access while invoices remain overdue.
• Taxes: All fees are exclusive of applicable Goods and Services Tax (GST) or other statutory levies, which will be itemized on invoices according to Indian law.

We believe in complete transparency regarding who owns what. When you pay for bespoke custom work, you own that custom work.

1. Custom Deliverables (Assigned to Client) Upon receipt of 100% full and final payment for the project, AUX STUDIO automatically assigns to you all worldwide right, title, and interest in the bespoke custom software, custom graphical assets, database schemas, and custom code authored specifically for your project.

2. Studio Pre-existing Tooling & Scaffolding (Licensed) AUX STUDIO retains exclusive proprietary ownership of its background libraries, boilerplates, reusable modular components, build scripts, and developer tooling developed independently of your project ("Background IP"). AUX STUDIO grants you a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, execute, and modify such Background IP solely as incorporated into your completed deliverables.

3. Open-Source Libraries Third-party open-source components (e.g., Next.js, React, Tailwind CSS, Lucide icons, Postgres drivers) remain subject to their respective MIT, Apache 2.0, or other open-source licenses.

4. Client Content All text, images, media, and data you supply remain your property. You grant AUX STUDIO a limited license to host, display, and process that content solely as required to deliver and support your project.

5. Portfolio Rights Unless you request otherwise in writing, AUX STUDIO may showcase the delivered work — screenshots, project name, and a high-level description — in our portfolio and marketing materials. We will never disclose confidential implementation details without your consent.

Where a project includes AI features, chatbots, or automated workflows: - Probabilistic Nature of AI: Artificial intelligence and Large Language Model (LLM) outputs are probabilistic. While AUX STUDIO engineers robust prompts, deterministic fallback guardrails, and validation layers, we do not warrant that AI-generated outputs will be 100% accurate, error-free, or free of hallucinations in every edge condition. - Human Oversight Requirement: The Client is solely responsible for implementing appropriate human review checkpoints before acting upon AI-generated data in high-stakes, legal, financial, or healthcare contexts. - Acceptable AI Usage: AI tools, chatbots, or endpoints developed by AUX STUDIO must not be configured or used to generate illegal content, defamatory statements, phishing material, or harmful exploits. AUX STUDIO reserves the right to terminate support for systems deployed in violation of this standard. - Third-Party Model Dependence: Cloud AI providers (OpenAI, Anthropic, Google) impose their own usage policies, token pricing, and API rate limits which remain external to AUX STUDIO.

We strive for iterative perfection while maintaining project momentum: - Included Review Cycles: Unless otherwise specified in the SOW, standard projects include up to two (2) rounds of consolidated review and revision during the design phase and staging verification phase. - Scope Creep & Change Orders: Any request for features, third-party integrations, architectural changes, or substantial alterations requested after the SOW has been approved constitutes out-of-scope work. Such requests will be evaluated under a formal written Change Order specifying additional fees and schedule adjustments.

Estimated completion dates provided in proposals represent good-faith engineering forecasts. Timelines are directly contingent upon timely client communication.

If a project is halted or delayed by more than fourteen (14) consecutive business days due to missing client content, withheld feedback, or delayed milestone sign-offs, AUX STUDIO reserves the right to reschedule the project according to our studio pipeline availability and invoice for all milestones completed to that point.

We include a thirty (30) day post-launch bug-fix warranty on delivered custom code.

Covered Reproducible defects in the delivered custom code that cause the software to deviate materially from the agreed SOW. We will fix such defects at no additional cost during the warranty window.

Not Covered - New feature requests or scope additions; - Issues caused by third-party services, hosting changes, or client-side modifications; - Problems arising from misuse or from configuration changes made outside the agreed scope; - Browser or platform deprecations outside our control.

Modern digital systems rely on external cloud ecosystems (including Vercel, Neon, Clerk, AWS, payment gateways, and domain registrars).

AUX STUDIO does not own or control third-party cloud infrastructure and cannot be held liable for upstream service degradation, DNS propagation delays, cloud outages, or pricing changes imposed by external vendors.

Both parties agree that during a project engagement, they may gain access to proprietary, technical, financial, or strategic confidential information ("Confidential Information").

Each party agrees to maintain strict confidentiality, protect the other party's data with at least reasonable care, and refrain from disclosing Confidential Information to any unauthorized third party for a period of three (3) years from receipt.

Either party may terminate a project agreement by providing fourteen (14) days' written notice to the other party: - Upfront Deposits: Initial deposits are non-refundable once discovery, architectural design, or development work has commenced, as studio calendar capacity has been formally dedicated. - Prorated Compensation: Upon early termination by the Client, the Client shall pay AUX STUDIO for all hours incurred and milestones completed up to the effective termination date. - Deliverables Upon Termination: Upon receipt of payment for completed work, AUX STUDIO will deliver the source files in their current state of progress "as-is". - Termination for Cause: Either party may terminate immediately without penalty if the other party materially breaches these Terms and fails to remedy the breach within fourteen (14) days of written notice.

Please read this section carefully, as it limits the financial liability of AUX STUDIO.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AUX STUDIO, ITS PROPRIETORS, DEVELOPERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE, CODE, AI INTEGRATIONS, OR SERVICES.

In all events, the total cumulative liability of AUX STUDIO for any claims arising under or related to an engagement shall not exceed the total fees actually paid by the Client to AUX STUDIO under the specific Statement of Work during the six (6) months immediately preceding the event giving rise to liability.

You agree to defend, indemnify, and hold harmless AUX STUDIO and its team members against any third-party claims, liabilities, damages, and legal expenses arising out of: - Any materials, logos, copy, or data supplied by you that infringe third-party intellectual property or privacy rights; - Your violation of any applicable federal, state, or international laws; - The commercial operation and public deployment of your business software or services.

You agree to use our website, client portals, and preview staging environments solely for lawful purposes. You shall not: - Attempt to bypass security controls or gain unauthorized access to staging servers; - Execute vulnerability scans, automated scraping, or denial-of-service tests without our express written permission; - Introduce viruses, malware, trojans, or destructive code to our platforms; - Share client portal credentials with unauthorized individuals.

These Terms, along with any project agreements entered into with AUX STUDIO, are governed by and construed in accordance with the laws of the Republic of India.

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation. Failing that, the dispute shall be subject to the exclusive jurisdiction of the competent courts in Alipurduar, West Bengal, India.

If any provision of these Terms is held to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, network or power failures, or government action ("Force Majeure").

AUX STUDIO reserves the right to modify these Terms periodically to reflect changes in our engineering workflows, legal requirements, or market practices.

The current version will always be maintained at /terms with the updated revision date. Continued use of our services after changes take effect constitutes acceptance of the revised Terms.

All formal notices, legal inquiries, and questions regarding these Terms should be addressed to our legal desk: - Service Provider: AUX STUDIO - Attn: Legal & Operations Counsel Written notices are deemed delivered when sent by email to our official contact address and acknowledged, or by registered post to our registered location.