CLIENT TERMS OF SERVICE
Effective date: 12 July 2026 | Last updated: 12 July 2026
These Client Terms of Service provide a general framework for engagements with Elray Media and should be read together with the applicable proposal, quotation, statement of work, purchase order, order form or signed agreement. If project-specific written terms conflict with these general terms, the project-specific terms will prevail to the extent of that conflict.
1. Services and Engagement
Elray Media provides design and creative services that may include brand strategy and identity, presentation design, print media design, corporate reports, marketing collateral, documentation, digital assets, templates, creative partnerships, retainers and related services. The exact scope of each engagement will be defined in the applicable commercial document.
2. Scope of Work
Only deliverables and services expressly included in the accepted scope are included. Additional concepts, formats, sizes, adaptations, languages, revisions, meetings, production services or other requirements may be treated as additional scope and may require revised fees and timelines.
3. Client Responsibilities
The client will provide timely and accurate briefs, content, data, feedback, approvals, brand assets, access credentials where necessary, and other dependencies required for delivery. The client confirms that it has the necessary rights and permissions to provide all materials supplied to Elray Media.
4. Fees, Currency, Taxes and Payment
Fees, currency, taxes, milestones, deposits and due dates will be stated in the applicable proposal, quotation or agreement. Applicable taxes may be additional where required. Unless otherwise agreed, Elray Media may pause work or withhold final deliverables for overdue invoices.
5. Deposits and Advance Payments
Where an advance payment or deposit is required, work may commence only after receipt of cleared funds and required project information. Unless otherwise stated, deposits may be applied against reserved capacity, discovery, planning and work already performed.
6. Revisions and Change Requests
Included revision rounds will be stated in the applicable scope. A revision refines an agreed direction. A substantial change of brief, new concept, new deliverable, reversal after approval, or repeated changes beyond included rounds may be treated as additional scope and separately charged.
7. Timelines and Turnaround
Delivery timelines depend on scope, complexity, resource availability, timely client input, approvals and third-party dependencies. Rush requests are subject to availability and may attract additional fees. Client delays may shift delivery dates and affect reserved capacity.
8. Client Feedback and Approvals
The client should provide clear, consolidated and authorised feedback. Conflicting or fragmented feedback from multiple stakeholders may affect timing and scope. Written approval of a stage, concept or final file authorises Elray Media to proceed to the next stage or final delivery.
9. Proofreading and Final Responsibility
The client is responsible for final review of spelling, grammar, names, numbers, financial data, legal statements, regulatory disclosures, disclaimers, translations, links, contact information, image rights, print specifications and factual accuracy. Elray Media is not responsible for errors approved by the client or contained in client-supplied content.
10. Intellectual Property and Ownership
Subject to full payment, ownership or licence rights in final approved deliverables will be as specified in the applicable agreement. Elray Media retains ownership of pre-existing materials, internal systems, methods, know-how, processes, templates, reusable components and tools unless expressly agreed otherwise.
11. Concepts and Unused Work
Unless expressly agreed otherwise, rejected concepts, unused designs, exploratory work, drafts and alternative directions remain the property of Elray Media and may not be used, reproduced or developed by the client without permission.
12. Source and Editable Files
Editable, working or source files are included only where expressly stated. Such files may include Adobe Illustrator, Photoshop, InDesign, PowerPoint, Word, Excel, Figma or other production formats. Elray Media may retain internal working files, notes, temporary assets and production methods not intended for transfer.
13. Third-Party Assets and Licences
Fonts, stock photography, illustrations, videos, plugins, templates, software, AI-generated assets and other third-party materials may be subject to separate licences, restrictions and fees. The client is responsible for obtaining or maintaining any licences required for ongoing use where applicable.
14. Printing, Production and Vendors
Where Elray Media coordinates printing or third-party production, reasonable care will be used, but variations may occur in colour, paper, finishing, manufacturing and output. Third-party vendor terms, lead times and tolerances may apply. Unless expressly agreed, final vendor selection and production approval remain subject to client authorisation.
15. Confidentiality
Each party will use reasonable care to protect confidential, non-public information received in connection with the engagement and will use it only for legitimate project purposes, subject to agreed exceptions and legal obligations.
16. AI-Assisted Design Workflows
Elray Media may use AI-assisted tools, automation and professional software for ideation, research support, drafting, image generation, production efficiency or quality enhancement where appropriate. Clients with specific restrictions concerning AI use, confidential data, security, intellectual property or data residency should communicate those requirements before work begins so they can be documented.
17. Portfolio and Promotional Rights
Unless restricted by confidentiality obligations or written agreement, Elray Media may request permission to display completed public-facing work in its portfolio, website, social media, awards submissions and promotional materials. Confidential or unpublished work will not be publicly displayed without appropriate authority.
18. Client-Supplied Materials and Indemnity
The client confirms it has the right to use and provide materials supplied to Elray Media. To the extent permitted by law, the client is responsible for claims arising from unauthorised, unlawful, misleading or infringing client-supplied content.
19. Project Suspension
Elray Media may pause an engagement for overdue payment, prolonged client inactivity, missing dependencies, abusive conduct, unlawful requests, material scope disputes, security concerns or other reasonable business grounds. Timelines may be revised following suspension.
20. Cancellation and Termination
Cancellation, postponement, notice periods, deposits, kill fees and payment for work completed will be governed by the applicable commercial agreement. Unless otherwise agreed, fees for work already performed, reserved capacity and committed third-party costs remain payable.
21. Dormant Projects
If a project becomes inactive because required client content, feedback or approval is not received for an extended period, Elray Media may archive the project and require revised timelines, availability and fees before restarting.
22. File Storage and Archiving
Elray Media may retain project files for a reasonable period but does not guarantee indefinite archival or backup. Clients should securely store final deliverables and source files supplied to them. Retrieval or reconstruction of archived work may incur additional fees.
23. Warranties and Professional Standard
Elray Media will perform agreed services with reasonable professional care. Except where expressly stated or required by law, no guarantee is made that design work will achieve a particular commercial, financial, marketing, regulatory or business result.
24. Limitation of Liability
To the maximum extent permitted by applicable law, Elray Media will not be liable for indirect, incidental, special, punitive or consequential losses, including lost profits, lost revenue, lost opportunity or business interruption. Any project-specific liability cap will be stated in the governing agreement. Nothing excludes liability that cannot legally be excluded.
25. Force Majeure
Neither party will be responsible for delay or failure caused by events beyond reasonable control, including natural disasters, major infrastructure failures, government action, war, civil disturbance, widespread cyber incidents, epidemics or other comparable events, subject to applicable law.
26. Independent Contractor
Unless otherwise expressly agreed, Elray Media acts as an independent service provider. Nothing in an engagement creates an employment, agency, partnership, joint venture or fiduciary relationship between the parties.
27. Subcontractors and Specialists
Elray Media may engage trusted contractors, specialists or service providers where reasonably necessary for delivery, subject to applicable confidentiality, security and contractual requirements.
28. Non-Solicitation
Where separately agreed in writing and permitted by applicable law, reasonable restrictions may apply to direct solicitation of personnel or dedicated contractors introduced through an engagement.
29. Dispute Resolution
The parties should first attempt in good faith to resolve disputes through direct discussion. Any additional escalation, mediation, arbitration or litigation procedure will be governed by the applicable agreement and mandatory law.
30. Governing Law and Jurisdiction
Unless a project-specific written agreement provides otherwise or mandatory law requires differently, these terms are governed by the laws of India, and courts of competent jurisdiction in Bengaluru, Karnataka will have jurisdiction.
31. Entire Agreement and Priority
These terms, together with the accepted proposal, quotation, statement of work, order form or signed agreement, form the applicable contractual framework. Where there is a conflict, expressly negotiated and project-specific written terms generally take priority.
32. Changes to These Terms
Elray Media may update these general Client Terms of Service periodically. Changes will not retroactively alter an existing signed agreement unless agreed by the parties or required by law.
33. Contact
Elray Media
Bangalore, Karnataka, India
Email: elrayent@gmail.com
Telephone: +91 636 253 9201
Website: www.elraymedia.com
Important notice: This document is a general business template and does not constitute legal advice. Before using it for significant, enterprise, regulated, high-value or international client engagements, consider obtaining review from a qualified legal professional and adapting it to the specific project, tax position, business structure and jurisdiction.