1.1. In these terms and conditions, the following definitions apply:

• "Business Day" means a day (other than a Sunday or public holiday) when commercial banks in Bangalore are open for business.
• "Client" means the individual, corporate entity, or organization purchasing Services from YFI Studios whose details are set out in the Order.
• "Company" means YFI STUDIOS, operating from its registered facility at 91, 13th cross, 3rd Main Rd, Mahalakshmipuram Layout, Bengaluru - 560086, India.
• "Contract" means the legally binding agreement between the Company and the Client for the supply of Services, governed by these Terms and the executed Order Form.
• "Force Majeure Event" means any event beyond the reasonable control of either party, including acts of God, war, strikes, utility or internet network failures, governmental restrictions, fires, floods, or natural disasters.
• "Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade secrets, design rights, moral rights, and confidential business information, whether registered or unregistered.
• "Order" or "Order Form" means the booking confirmation, quotation, or scope of work counter-signed or digitally confirmed by the Client.
• "Services" means the podcast recording, studio rentals, content creation, brand shoots, post-production, and related creative media services provided by the Company.
• "GST" means the Goods and Services Tax applicable under Indian law.

1.2. Headings are for convenience only and shall not affect the interpretation of these Terms.

2.1. These Terms apply to all agreements and studio bookings concluded between YFI Studios and the Client, excluding any alternative terms sought to be imposed by the Client.

2.2. A Quotation issued by the Company is valid for 14 Business Days from its date of issue and does not constitute a binding offer. The Contract comes into existence upon written order confirmation or when the Company commences provision of Services.

3.1. Client Responsibilities: The Client shall provide all necessary assets, scripts, branding guidelines, and technical information required for the execution of the project within agreed timelines.

3.2. Post-Production Revision Policy: Post-production workflows (including Scripting, Storyboarding, and Editing) are bound by the following iterative framework:

• Included Iterations: Up to two (2) free iterations are included at each stage (Scripting, Storyboarding, and Editing).
• Additional Iteration Charges: Further iterations requested beyond the initial two will be billed separately at the following standard rates:
  • Scripting: ₹10,000 per iteration
  • Storyboarding: ₹8,000 per iteration
  • Editing: ₹12,000 per iteration
• Runtime & Scope Changes: Videos exceeding the agreed duration will incur runtime charges based on content complexity. Any alterations to the scope of work post sign-off will be treated as a separate, newly estimated requirement.

4.1. Pricing and Taxes: All prices are in Indian Rupees (INR) and are exclusive of GST and other statutory duties.

4.2. Advance Security Deposit: Before commencing any work or holding studio reservations, the Client shall provide a non-refundable security fees deposit as specified in the Order. This deposit is held securely and will be offset against the Client's final invoice upon project completion. In the event of overdue payments, the Company reserves the right to apply the deposit toward outstanding balances and halt ongoing work.

4.3. Payment Terms: Invoices issued by the Company must be paid in full within 14 Business Days of the invoice date via bank transfer or approved instruments, without any unauthorized set-off or withholding.

4.4. Late Payment Penalties: Overdue sums shall accrue interest at the statutory rate prescribed under MSME Guidelines and Regulations, or 2% per month over the base rate of the State Bank of India (SBI). Weekly administrative reminder fees may be levied on overdue accounts.

5.1. Client Materials: The Client warrants that all text, logos, music, and visual materials provided to YFI Studios do not infringe upon any third-party intellectual property rights. The Client grants the Company an irrevocable license to use such materials strictly for executing the contracted Services.

5.2. Company IP & Final Deliverables: All underlying methodologies, unedited raw footage structures, draft timelines, and proprietary production techniques remain the intellectual property of YFI Studios. Final deliverables transfer to the Client only upon full and final settlement of all project invoices.

5.3. Portfolio & Promotional Rights: YFI Studios retains the non-exclusive right to display the Client's name, brand assets, and non-confidential project outcomes as part of its corporate portfolio, website, and promotional reels, unless explicitly restricted by prior written agreement.

6.1. Both parties agree to maintain strict confidentiality regarding all proprietary business information, pricing models, unreleased media assets, and commercial know-how disclosed during the term of the Contract.

6.2. Social Media & Behind-the-Scenes Restrictions: Clients and visitors are strictly prohibited from publishing unreleased raw footage, draft cuts, or unauthorized behind-the-scenes material of studio operations onto public social media handles without joint written clearance from YFI Studios management.

7.1. Exclusion of Consequential Losses: YFI Studios shall not be liable for any indirect, incidental, or consequential losses, loss of profits, loss of anticipated business opportunities, or data corruption arising out of the delivery of Services.

7.2. Liability Cap: The total aggregate liability of YFI Studios under or in connection with the Contract (whether in contract, tort, negligence, or otherwise) shall be strictly limited to the total sum actually invoiced and paid for the specific Services under the disputed Order.

7.3. Client Indemnity: The Client shall fully indemnify and hold harmless YFI Studios, its directors, and employees against any third-party claims, liabilities, legal costs, or damages arising from the content of the Client's advertising, copyright breaches, or violations of applicable laws.

8.1. Termination for Cause: Either party may terminate the Contract with immediate effect by written notice if the other party commits a material breach and fails to remedy it within 30 days of receiving notice, or becomes insolvent.

8.2. Governing Law and Jurisdiction: These Terms and any related Contract shall be governed by and construed in accordance with the laws of India. Any disputes arising here from shall be subject to the exclusive jurisdiction of the competent courts located in Bangalore, Karnataka.