Terms of Service

1. Definitions

1.1“Acceptance Conduct” has the meaning given in clause 2.3.

1.2“Advance” means any deposit, advance, booking amount, token amount, retainer, milestone payment, or part-payment, however described, paid or payable to Pixelvise before, at, or after the start of work.

1.3“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

1.4“Client” means any person or entity that requests, receives, acknowledges, or accepts a proposal, quotation, estimate, or invoice from Pixelvise, pays any sum to Pixelvise, or otherwise engages Pixelvise, whether or not a Statement of Work or MSA has been signed.

1.5“Confidential Information” means any non-public information disclosed by one party to the other, in any form, that is identified as confidential at the time of disclosure or that a reasonable recipient would understand to be confidential by virtue of its nature or the circumstances of disclosure.

1.6“Deliverables” means the final work product that Pixelvise elects to release to the Client following payment in full. Work-in-progress, drafts, concepts, source files, working files, and internal materials are not Deliverables.

1.7“Engagement” means the supply of services by Pixelvise pursuant to a Statement of Work, whether or not signed.

1.8“Intellectual Property Rights” means patents, trademarks, service marks, trade names, copyrights, design rights, database rights, rights in inventions, trade secrets, know-how, and any similar rights anywhere in the world, in each case whether registered or unregistered, and including all applications and renewals.

1.9“MSA” means a Master Services Agreement executed between Pixelvise and a Client.

1.10“Pixelvise Background IP” means any Intellectual Property Rights existing prior to an Engagement or developed independently by Pixelvise (whether before or during an Engagement) without reference to Client Confidential Information, including all tools, methodologies, frameworks, libraries, code components, reference architectures, and templates.

1.11“Refund Policy” means the Refund, Cancellation and Payment Policy published at pixelvise.com/legal/refunds.

1.12“Statement of Work” or “SoW” means any proposal, quotation, estimate, scope document, order form, invoice, email, or message issued by Pixelvise describing the services, fees, timeline, or deliverables of an Engagement, whether or not signed by the Client.

1.13“Third-Party Costs” has the meaning given in clause 6.9.

2. Acceptance and Binding Effect

2.1These Terms, the Refund Policy, and the Privacy Policy and Cookies Policy published at pixelvise.com/legal (together, the “Policies”) bind every Client and every person who deals with Pixelvise.

2.2Every proposal, quotation, estimate, SoW, invoice, payment link, payment request, and receipt issued by Pixelvise, whether directly or through any accounting, invoicing, messaging, or payment platform, is issued subject to the Policies. Every invoice leads to pixelvise.com, where the current Policies are published, and incorporates them by reference. The absence of a printed reference on any document does not affect the application of the Policies.

2.3The Client accepts, and is bound by, the Policies by any of the following (“Acceptance Conduct”), whichever occurs first: (a) acknowledging, approving, signing, or replying in agreement to a proposal, quotation, estimate, SoW, or invoice, in writing, orally, or by any electronic means, including an email reply, message, reaction, or click; (b) paying all or any part of an invoice or Advance by any method; (c) instructing, permitting, or allowing Pixelvise to begin work; (d) attending a kickoff, discovery, or any other meeting, or supplying a brief, content, credentials, accounts, or access; (e) failing to object in writing within two (2) business days of receiving a proposal or invoice where work then begins; or (f) using any Deliverable or work-in-progress.

2.4No signature, purchase order, or countersignature is required for the Policies to bind the Client. Electronic communications, system logs, payment records, and invoicing-platform records are conclusive evidence of Acceptance Conduct, and each Engagement is a valid electronic contract under the Information Technology Act, 2000 of India.

2.5Failure to read the Policies is not a defence. The Client is responsible for reading them before any Acceptance Conduct. The individual who engages Pixelvise on behalf of an entity confirms that he or she has authority to bind it and, if that authority is lacking, is personally and jointly liable for all sums due.

2.6Any terms or conditions proposed by the Client, including those in a purchase order, vendor form, email, or procurement portal, are rejected and have no effect unless an authorised director of Pixelvise expressly accepts them in a signed writing that names the specific clause being varied.

2.7Pixelvise may update the Policies at any time by publishing the updated version at pixelvise.com. Updated Policies apply to all new proposals and invoices and, from the date of publication, to all continuing Engagements. Continued dealing with Pixelvise after publication is acceptance of the update.

2.8Pixelvise is under no obligation to enter into any Engagement and may withdraw or amend any proposal at any time before the Client’s Acceptance Conduct. Unless stated otherwise, a proposal or quotation is valid for seven (7) days from the date issued.

3. Use of the Site

3.1Access to the Site is granted on a limited, revocable, non-exclusive, non-transferable basis solely for the purpose of evaluating Pixelvise’s services or accessing public information about Pixelvise. Nothing on the Site is an offer capable of acceptance.

3.2You shall not, and shall not permit any third party to: (a) reproduce, modify, distribute, or republish any portion of the Site except as expressly permitted; (b) use any automated means, including bots, scrapers, or crawlers, to access, harvest, or extract data from the Site; (c) attempt to reverse-engineer, decompile, disassemble, or derive source code from any code or systems comprising the Site; (d) use the Site, in whole or in part, to develop, train, fine-tune, evaluate, or benchmark any artificial-intelligence or machine-learning model; (e) impersonate Pixelvise or misrepresent any affiliation, endorsement, or sponsorship by Pixelvise; (f) introduce malware or attempt to interfere with the integrity, security, or availability of the Site; or (g) use the Site for any purpose that is unlawful, infringing, or in breach of these Terms.

3.3We may suspend or terminate your access to the Site at our sole discretion, at any time, without notice and without liability.

4. Intellectual Property

4.1The Site, including all underlying code, content, copy, design, arrangement, and look-and-feel, is owned by Pixelvise or its licensors and is protected by intellectual-property laws worldwide. All rights are reserved unless expressly granted under these Terms or a Statement of Work.

4.2Pixelvise Background IP shall remain the exclusive property of Pixelvise. Nothing in these Terms or in any Statement of Work shall transfer ownership of any Pixelvise Background IP to the Client.

4.3All Intellectual Property Rights in all work, concepts, designs, code, drafts, and work-in-progress created by Pixelvise remain the exclusive property of Pixelvise unless and until (i) the Client has paid, in cleared funds, all amounts due to Pixelvise under every Statement of Work and invoice, and (ii) Pixelvise has confirmed in writing that Deliverables are released. Only then, and only if the Statement of Work expressly so provides, will ownership of the Deliverables (excluding Pixelvise Background IP and third-party materials) transfer to the Client. Otherwise, upon such payment Pixelvise grants the Client a non-exclusive, non-transferable, worldwide licence to use the Deliverables for the Client’s internal business purposes. Any licence is revocable by Pixelvise on non-payment or breach of the Policies.

4.4Until payment in full, the Client has no right to use, publish, launch, copy, modify, or transfer any work, and Pixelvise may withhold, disable, or remove any work, staging site, deployment, file, or access it controls.

4.5Third-party frameworks, themes, plugins, fonts, stock media, libraries, and software are licensed under their own terms, remain the property of their owners, and are not transferred to the Client. Any transfer of a licence or subscription purchased by Pixelvise is at Pixelvise’s sole option and only after payment in full.

4.6Pixelvise retains the right to use any Residuals — being any general skills, know-how, methodologies, ideas, concepts, techniques, and generic data architectures — acquired or developed in the course of an Engagement, without restriction or accounting to the Client.

4.7Logos, trademarks, case-study material, and third-party content referenced on the Site remain the property of their respective owners and are displayed with permission, under fair-use principles, or as part of a credentials portfolio in accordance with industry custom.

4.8The Client warrants that any data, content, instructions, or material it provides to Pixelvise for use in an Engagement does not infringe any third-party Intellectual Property Right, is lawful, and that the Client has obtained all necessary licences, consents, and authorisations to enable Pixelvise to perform the Engagement.

5. Engagements

5.1Every Engagement is governed by these Terms and the Refund Policy, whether or not an MSA or SoW is signed. In the event of any conflict, the Policies prevail over any MSA, SoW, purchase order, email, message, or other document, unless an authorised director of Pixelvise expressly varies a specifically identified clause in a signed writing.

5.2The scope of an Engagement is limited to what is expressly listed in the Statement of Work. Pixelvise alone determines the methods, tools, frameworks, providers, personnel, and sequencing used to perform it. Pixelvise is not obliged to perform any work outside the stated scope.

5.3Any change to the scope, fees, timeline, resourcing, or assumptions of an Engagement, including any change of direction, is chargeable and is effective once Pixelvise documents it in writing, including by email or message, and the Client proceeds or fails to object within two (2) business days. Pixelvise may reprice and reschedule an Engagement on any change.

5.4Estimates, forecasts, indicative timelines, and projections are made in good faith on the basis of information available at the time and are not binding. Time is not of the essence for any Pixelvise obligation. No delivery date is guaranteed.

5.5The Client is solely responsible for providing a clear, complete, and accurate brief and for providing timely access to information, content, decisions, feedback, environments, and approvals. Pixelvise is not responsible for any delay, shortfall, additional cost, or dissatisfaction caused by the Client’s unclear brief, inability to articulate or represent what it wants, indecision, shifting requirements, or failure to respond.

5.6Subjective dissatisfaction, change of mind, change of taste, change of business direction, internal disagreement, comparison with other work, or a decision to use another provider is not a defect, is not grounds for a refund, cancellation, discount, withholding of payment, or rework, and does not affect the Client’s payment obligations.

5.7Revisions are limited to those expressly stated in the Statement of Work. If none are stated, one (1) consolidated round of revisions per milestone is included. Further revisions, redesigns, and new directions are chargeable at Pixelvise’s prevailing rates.

5.8Discovery calls, meetings, workshops, consultations, research, proposal preparation, planning, and project management are chargeable work that Pixelvise performs in reliance on the Client’s commitment. They form part of the fees, are earned as performed, and are non-refundable.

5.9A Deliverable or milestone is deemed accepted on the earliest of the Client’s written approval, its use or launch, or five (5) business days after delivery without a written, specific, and reasonable objection identifying a material departure from the expressly stated written scope. Accepted work is final.

5.10If the Client fails to provide feedback, materials, approvals, or payment within seven (7) days of a request, Pixelvise may pause the Engagement, release the reserved schedule and resources, and charge a remobilisation fee to resume. If the Client is inactive for thirty (30) days, Pixelvise may treat the Engagement as cancelled by the Client under clause 7.3.

5.11Pixelvise provides no support, maintenance, hosting, updates, bug-fixing, monitoring, training, or any other service after delivery unless it has been expressly purchased under a separate paid written agreement. No post-delivery support, warranty period, or free correction is implied.

6. Fees, Invoicing and Payment

6.1Fees, billing schedules, currency, and payment terms are as set out in the applicable Statement of Work or invoice. Unless otherwise agreed in writing, fees are exclusive of all applicable taxes, duties, withholdings, bank and payment-gateway charges, and disbursements, which shall be borne by the Client.

6.2Advances are due on Acceptance Conduct and, unless Pixelvise states otherwise in writing, before work begins. Pixelvise may begin work before an Advance is received without waiving it. Every Advance is earned on receipt as a booking and reservation fee for the capacity and opportunity Pixelvise commits, and is non-refundable under Article 7.

6.3All invoices are payable by the due date stated on the invoice or, if none is stated, within seven (7) calendar days of the invoice date, in cleared funds, without set-off, counterclaim, or deduction.

6.4Without prejudice to any other right or remedy, Pixelvise may: (a) charge interest on overdue amounts at one and one-half per cent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, accruing daily and compounding monthly; (b) suspend the Engagement, including access to any work-in-progress, deliverables, environments, repositories, accounts, domains, or credentials, on two (2) business days’ notice by email for non-payment; (c) recover all costs of collection, including legal fees and disbursements; (d) withhold release of the Deliverables and any transfer of Intellectual Property Rights until all sums are paid in full; and (e) disable, take down, or remove any live work that Pixelvise controls while any sum is overdue.

6.5Any disputed amount must be raised in writing within three (3) business days of the invoice date with full written particulars, failing which the invoice is conclusively accepted. A dispute does not delay payment of any undisputed amount, does not entitle the Client to a refund, and does not suspend clause 6.3.

6.6Payment of any invoice or Advance, through any link, method, or platform, and by any person on the Client’s behalf, is Acceptance Conduct and confirms acceptance of the Policies and of the work, scope, and fees described in the invoice.

6.7The Client shall not initiate or threaten a chargeback, payment reversal, or dispute with any bank, card network, UPI provider, or payment platform in respect of sums paid to Pixelvise for services rendered or reserved. Doing so is a material breach. The Client shall be liable for the full amount, all fees, penalties, and costs incurred, and Pixelvise may submit the Policies, communications, and Engagement records as evidence, suspend all services, and recover all sums by any lawful means.

6.8Where an SoW prices an Engagement on a fixed-fee basis, the fee assumes the scope and assumptions stated in that SoW. Any variation, including any change under clause 5.3, is chargeable.

6.9Domains, hosting, licences, plugins, themes, frameworks, fonts, stock media, software subscriptions, advertising spend, tools, and any other third-party goods or services procured or committed by Pixelvise for an Engagement (“Third-Party Costs”) are charged to the Client, are non-cancellable and non-refundable, and remain payable even if the Engagement ends for any reason.

6.10Subscriptions, retainers, hosting, maintenance, and other recurring fees are billed in advance, are non-refundable, and are not pro-rated. They continue until the Client gives thirty (30) days’ written notice effective at the end of the then-current billing cycle.

7. No Refunds and Cancellation

7.1All fees, Advances, deposits, retainers, milestone payments, and other sums paid to Pixelvise are final, earned on receipt or as work is performed, and are non-refundable, non-creditable, and non-transferable, in whole or in part, at every stage of an Engagement, in accordance with the Refund Policy.

7.2Without limitation, none of the following entitles the Client to a refund, credit, discount, cancellation without charge, or withholding of payment: change of mind; dissatisfaction with design, copy, approach, or outcome; an unclear, incomplete, or changing brief; inability to articulate or represent what the Client wants; delay or inaction by the Client; change in budget, business, strategy, or personnel; internal approval or stakeholder disagreement; selection of another provider; failure to achieve traffic, rankings, leads, sales, or any commercial result; non-use of the work; or the passage of time.

7.3After Acceptance Conduct the Client has no right to cancel, and any cancellation or abandonment by the Client does not release it from its obligations. If the Client cancels, stops responding, or otherwise abandons an Engagement: (a) every Advance is retained by Pixelvise; (b) the Client shall pay for all work performed and meetings held up to cancellation, valued under clause 7.4, to the extent exceeding the Advances; (c) the Client shall pay all Third-Party Costs incurred or committed; and (d) the Client shall pay a cancellation fee equal to fifty per cent (50%) of the unbilled balance of the total fees under the Statement of Work, the parties acknowledging that this is a genuine pre-estimate of the loss from reserved capacity and foregone engagements and not a penalty.

7.4Work performed is valued at Pixelvise’s prevailing time-based rates, including time spent in meetings, calls, research, planning, and revisions, and is not limited by the fixed fee or any milestone fee. Advances are applied first against work performed. Any Advance exceeding the value of work performed is retained as a reservation fee and is not refundable.

7.5Pixelvise may, solely at its own discretion, offer a credit or goodwill gesture in a particular case. Any such offer must be in writing signed by a director of Pixelvise, creates no right, obligation, or precedent, and does not form a course of dealing.

7.6If Pixelvise is unable or elects not to proceed with an Engagement other than because of Client breach, Pixelvise may in its sole discretion complete the work, release the completed work, or credit or refund the portion of any Advance attributable to work not performed. Pixelvise shall have no other liability.

7.7Taxes, bank charges, and payment-gateway fees paid in connection with any payment are non-refundable except as required by law.

7.8Nothing in this Article 7 excludes any right that cannot lawfully be excluded under applicable law.

7.9The Refund Policy is incorporated into these Terms. In the event of any inconsistency, the provision more protective of Pixelvise prevails.

8. Confidentiality

8.1Each party shall hold the other’s Confidential Information in strict confidence, use it only for the purposes of the Engagement, and disclose it only to those of its personnel and professional advisers who have a need to know and who are bound by equivalent confidentiality obligations.

8.2The obligations in clause 8.1 do not apply to information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) was lawfully in the receiving party’s possession before disclosure, free of any obligation of confidence; (c) is independently developed by the receiving party without reference to the disclosing party’s information; or (d) is required to be disclosed by law, court order, or competent regulatory authority.

8.3Nothing in this Article 8 restricts Pixelvise from disclosing the Policies, the Engagement, its communications with the Client, and payment and work records to its advisers, payment providers, banks, courts, arbitrators, and authorities in order to enforce its rights, collect sums due, respond to a chargeback or complaint, or comply with law.

8.4The obligations of confidentiality in this Article 8 survive the termination of any Engagement for a period of five (5) years from the date of termination, and indefinitely with respect to information that constitutes a trade secret under applicable law.

9. Data Protection

9.1The Client is responsible for the lawfulness of all personal data, content, and instructions it provides, including for obtaining all necessary notices and consents. Where Pixelvise processes personal data on behalf of the Client, it does so only as needed to perform the Engagement and, if Pixelvise agrees in writing, under a Data Processing Addendum.

9.2Pixelvise’s processing of personal data submitted via the Site is governed by the Privacy Policy at pixelvise.com/legal/privacy, which is incorporated by reference into these Terms.

10. Disclaimers

10.1To the maximum extent permitted by applicable law, all services, Deliverables, work-in-progress, advice, and the Site are provided “AS IS” and “AS AVAILABLE”. Pixelvise gives no warranty, condition, or representation of any kind, whether express or implied, statutory or otherwise, including as to merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness, error-free or uninterrupted operation, security, compatibility, uptime, or availability.

10.2Pixelvise does not guarantee or warrant any commercial result, including traffic, search rankings, conversions, leads, sales, revenue, audience, brand perception, or return on investment.

10.3Performance metrics, case studies, and outcomes referenced on the Site or in marketing materials relate to specific historical engagements. They are illustrative only. They do not constitute, and shall not be construed as, a guarantee, representation, or projection of comparable results in any other context.

10.4Pixelvise is not responsible for third-party services, platforms, hosting, plugins, payment providers, or marketing channels, for the Client’s content, or for the Client’s compliance with any law, regulation, or platform rule. Pixelvise does not provide legal, tax, regulatory, or financial advice.

10.5The Client confirms that it relies solely on the written Statement of Work and not on any oral statement, sales conversation, presentation, example, or representation, and waives any claim based on them to the maximum extent permitted by law.

10.6Pixelvise may use AI-assisted tooling and developer-productivity software in the course of an Engagement, and the Client has no claim arising from such use.

11. Limitation of Liability

11.1To the maximum extent permitted by applicable law, Pixelvise shall not be liable to the Client, whether in contract, tort (including negligence), strict liability, breach of statutory duty, or otherwise, for any: (a) indirect, consequential, special, exemplary, or punitive damages; (b) loss of profits, revenue, business, anticipated savings, contracts, opportunity, goodwill, or reputation; (c) loss of, or corruption to, data or information; or (d) cost of procurement of substitute services, in each case howsoever arising and even if advised of the possibility of such damages.

11.2Subject to clause 11.4, the total aggregate liability of Pixelvise arising out of or in connection with an Engagement, whether in contract, tort, or otherwise, shall not exceed the fees actually received by Pixelvise for the specific item of work giving rise to the claim.

11.3No liability of Pixelvise, whether established or alleged, gives rise to a refund of any Advance or of any fee for work performed, reserved, or committed.

11.4Nothing in these Terms excludes or limits liability for fraud or any other liability that cannot lawfully be excluded or limited under applicable law.

11.5The Client’s liability to pay fees, Advances, Third-Party Costs, interest, cancellation fees, and costs of collection is not subject to any limit, set-off, or deduction.

11.6Any claim must be notified to Pixelvise in writing with full particulars within fifteen (15) days of delivery of the relevant work, failing which, to the maximum extent permitted by law, it is waived.

11.7The Client acknowledges that the limitations and exclusions in this Article 11 are reasonable in the circumstances and form an essential basis of the bargain between the parties.

12. Indemnification

12.1The Client shall indemnify, defend, and hold harmless Pixelvise (and its Affiliates, officers, directors, employees, and contractors) from and against any claim, loss, damage, liability, fine, penalty, or expense (including legal fees) arising out of or in connection with: (a) the Client’s use or misuse of any Deliverable or work; (b) the Client’s breach of the Policies or the SoW; (c) any data, instructions, content, or material provided by the Client that infringes any third-party right or violates any applicable law; (d) the use of any Deliverable in combination with any product or service not supplied by Pixelvise; (e) any claim by the Client’s own customers, users, or other third parties relating to the Client’s business, website, products, or services; (f) any chargeback, payment reversal, or payment dispute; or (g) the Client’s failure to pay any sum when due.

12.2Pixelvise gives no indemnity to the Client of any kind.

13. Term and Termination

13.1These Terms remain in force for so long as you continue to access the Site or deal with Pixelvise in any way, and for any period required by their survival provisions.

13.2The Client may request to stop an Engagement only by written notice to legal@pixelvise.com. Any such request is effective only on Pixelvise’s written acknowledgement and is subject to Articles 6 and 7, including the retention of all Advances, payment for all work performed, and the cancellation fee. No termination by the Client entitles it to any refund.

13.3Pixelvise may suspend or terminate any Engagement, or access to the Site, at any time, with or without cause, by notice to the Client, including for non-payment, breach of the Policies, abusive or unreasonable conduct, suspected fraud, or any reason Pixelvise considers sufficient. On such termination the Client shall pay for all work performed and meetings held, valued under clause 7.4, and all Third-Party Costs, and Pixelvise retains all Advances.

13.4On any termination or cancellation: (a) all unpaid sums become immediately due; (b) every licence of Pixelvise work that is not fully paid for ends; (c) Pixelvise may remove or disable work-in-progress and deployments it controls; and (d) Pixelvise is not obliged to hand over any work, file, or access until all sums are paid in full.

13.5Articles 1, 2, 4, 6, 7, 8, 10, 11, 12, 13, 15, and 17, and any other provision that by its nature should survive, survive termination.

14. Anti-Bribery, Anti-Slavery, Sanctions

14.1The Client warrants that it shall comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, and anti-slavery laws in connection with any Engagement, including (without limitation) the U.K. Bribery Act 2010, the U.S. Foreign Corrupt Practices Act, and the Prevention of Corruption Act, 1988 of India.

14.2The Client warrants that it is not a Sanctioned Person and shall not engage in any activity that would cause Pixelvise to be in breach of any economic, financial, or trade sanctions administered by the United Nations Security Council, the United States, the European Union, the United Kingdom, or India.

14.3Pixelvise may refuse service, suspend, or terminate immediately, retain all sums received, and report to the relevant authorities if it suspects fraud, misrepresentation of identity or authority, money laundering, or a breach of this Article 14.

15. Non-Solicitation

15.1During any Engagement and for a period of twenty-four (24) months thereafter, the Client shall not, directly or indirectly, solicit for employment or engagement, hire, or engage any employee, freelancer, or contractor of Pixelvise who has been involved in the Engagement, including to complete, continue, or replicate any work begun by Pixelvise, without the prior written consent of Pixelvise. This restriction does not apply to the hiring of any individual who responds to general public recruitment advertising on his or her own initiative.

15.2Breach of clause 15.1 entitles Pixelvise to liquidated damages equal to fifty per cent (50%) of the affected individual’s annual gross compensation at the time of solicitation, the parties acknowledging that such amount is a genuine pre-estimate of loss and not a penalty.

16. Force Majeure

16.1Pixelvise shall not be liable for any delay or failure to perform any obligation caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, pandemic or epidemic, fire, flood, earthquake, internet or telecommunications failure, third-party platform or provider failure, large-scale cybersecurity incident, labour dispute, or unavailability of personnel (each, a “Force Majeure Event”). The Client’s payment obligations are never excused by a Force Majeure Event.

16.2If a Force Majeure Event continues for more than sixty (60) consecutive days, Pixelvise may terminate the affected Engagement on notice, with the Client paying for all work performed and Third-Party Costs incurred up to that date. The Client has no right to terminate or to any refund because of a Force Majeure Event.

17. General

17.1Notices. Notices to Pixelvise must be in writing and delivered to legal@pixelvise.com. Notices to the Client may be given by email, messaging application, invoicing platform, or any contact detail the Client has provided, and are deemed received when sent. Informal messages, calls, and meetings are not notices to Pixelvise.

17.2Assignment. The Client may not assign or transfer its rights or obligations under these Terms without Pixelvise’s prior written consent. Pixelvise may assign or transfer its rights and obligations freely, including to an Affiliate or in connection with a corporate reorganisation, merger, or sale of assets.

17.3Subcontracting. Pixelvise may engage subcontractors and freelancers to perform any part of the services.

17.4Publicity. Unless otherwise agreed in writing, Pixelvise may identify the Client by name and logo as a client of Pixelvise on its website, credentials decks, and tender responses, and may describe the Engagement in general, non-confidential terms.

17.5Electronic Records. Pixelvise’s electronic records, including emails, messages, meeting records, invoicing and payment-platform logs, and the version history of the Policies, are admissible and conclusive evidence of their contents, absent manifest error.

17.6Entire Agreement. The Policies, together with any Statement of Work issued by Pixelvise and any MSA signed by a director of Pixelvise, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous communications, representations, and understandings, whether written or oral.

17.7Severability. If any provision of these Terms is held invalid or unenforceable by a competent authority, the remaining provisions shall continue in full force, and the invalid provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable while preserving its commercial intent.

17.8No Waiver. No failure or delay by Pixelvise in exercising any right or remedy, no concession, extension, or goodwill gesture, and no course of dealing operates as a waiver. A waiver by Pixelvise is effective only if in writing and signed by a director of Pixelvise.

17.9No Third-Party Beneficiaries. These Terms do not create, and shall not be construed as creating, any rights enforceable by any person not a party to them.

17.10Interpretation. Headings are for convenience only. These Terms shall not be construed against Pixelvise as drafter.

17.11Governing Law. These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict-of-laws principles.

17.12Jurisdiction. Subject to clause 17.13, the courts at Kolkata, India shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or any Engagement.

17.13Arbitration. At Pixelvise’s sole election, any dispute arising out of or in connection with these Terms or any Engagement may be referred to and finally resolved by arbitration administered under the Arbitration and Conciliation Act, 1996 of India (as amended), seated in Kolkata, conducted in the English language, before a sole arbitrator appointed by mutual agreement, or failing such agreement, in accordance with the said Act.