Studio client terms

011. What this page is

This page summarises the client agreement for quietlybuild Studio: fixed-scope product and AI work for software teams. It is written to be read before we talk. The terms that bind us are in the Master Services Agreement, with its data processing schedule, and the statement of work we both sign. If this page and those documents ever differ, the signed documents apply.

The full agreement is available on request, before any call: write to hello@quietlybuild.in and I send it as a PDF and as an editable document.

The Studio works only with businesses. It does not sell to consumers.

022. Who you contract with

quietlybuild is run by GrowMint Media (proprietor Aditya Vashistha), Phagwara, Punjab 144401, India; the full postal address is given by email and on every invoice.

The business is a sole proprietorship, trading as quietlybuild. I do the work myself, on my own account, and I never subcontract any part of it without your written consent. The work is written and asynchronous, and I reply within two working days. Calls are by video, by arrangement; I don’t take phone calls.

033. How work is agreed

1. You tell me what is going on, on the start form or in an email to hello@quietlybuild.in.
2. I reply with a short written proposal: one offer, with its scope, dates and price. A proposal is not a contract.
3. If you go ahead, we both sign the Master Services Agreement, once, and a statement of work for the piece of work. Both can be signed electronically.
4. I send the first invoice. Work starts once it is paid and the inputs the statement of work lists have arrived.

If the documents disagree, the agreement prevails over a statement of work, unless the statement of work names the clause it changes. Purchase-order and supplier-portal terms don’t apply to the work.

044. Scope, changes and dates

The scope is fixed. Each statement of work lists exactly what I will do, what I need from you and by when, what you get and in what form, and the dates. The offers themselves are described on the Studio page.

• Anything outside a statement of work is a change. A change gets its own fixed price, on a Change Note, and work on it starts only once you have accepted it in writing.
• Corrections that make a deliverable match its statement of work are free.
• If an input from you arrives late, the later dates move by at least as long.
• The work never includes production engineering, maintenance or on-call work; building websites, landing pages or marketing sites; or legal, tax or regulatory advice.

055. Prices and payment

• Every price is fixed, in US dollars, with pounds sterling or euros on request. I never charge by the hour, and the price includes my tools and any AI model usage.
• A Teardown is paid in full before work starts. Every other offer is paid half before work starts and half on delivery, due within 14 days of delivery.
• Each invoice has a link to pay by card in US dollars. If it also gives bank details, you may pay by transfer instead: you pay the cost of sending it, so the full amount arrives; I pay the cost of receiving it, and any card fee.
• The invoiced amount arrives in the invoice’s currency. If you pay from money in another currency, converting it is your cost; once the payment has arrived, any change in the exchange rate is mine.
• The work is an export of services from India, so no Indian GST is added. Any VAT or sales tax your country charges on services bought from abroad is yours to account for, usually under the reverse charge.
• If your finance team needs a tax form from me, such as a Form W-8BEN for a payer in the United States, ask and I send it. If your law still makes you withhold tax, you add the amount withheld on top, so that the full invoice arrives, and send me the official receipt.
• My payment details never change through an email alone. If a message asks you to pay somewhere new, check with me on a video call before you pay.
• If an invoice is more than 7 days late, I may pause the work after 5 working days’ written notice, and the dates move by the length of the pause.

066. Delivery and acceptance

Every deliverable is dated, and delivered in the form its statement of work states. You have 5 working days to check it against the statement of work. If something doesn’t match, tell me what and where, and I correct it within 5 working days, at no charge. If you say nothing in that time, the deliverable counts as accepted.

Acceptance measures the work against what we agreed. Disagreeing with a recommendation, or deciding not to act on it, doesn’t make a deliverable wrong.

077. What each of us promises

• I do the work with reasonable skill and care, and the deliverables substantially meet the statement of work when I deliver them. No other warranty is given.
• The deliverables are recommendations. You decide which to put into your product, and how.
• I never knowingly put anything into a deliverable that infringes someone else’s rights. If someone claims that what I made for you does, I fix it or refund that deliverable, and pay what a court awards against you on that claim.
• You promise that you may share what you give me for the work, and you pay what a court awards against me on a claim that it infringes someone else’s rights.
• Both of those promises sit within the liability cap in clause 13.

088. Who owns the work

• Once you have paid for a statement of work in full, what I made for you under it is yours, worldwide and for the full term of the rights.
• My existing methods, templates, tools and know-how stay mine. Where a deliverable uses them, you get a permanent licence to use them as part of it.
• Open-source and other third-party material keeps its own licence, and I list what a deliverable relies on.
• I never name you, or show the work, in public unless you approve the final words in writing. I don’t publish a teardown of your product while we work together, or for 6 months after.

099. Confidentiality

We both keep what the other shares confidential, from the first conversation, and for 3 years after the agreement ends; for personal data, and for information whose value depends on it staying confidential, for as long as it stays so. You don’t need a separate non-disclosure agreement, but if you would like one before a first call, I sign a short mutual one.

1010. Personal data

• The work is designed to need none. Please use test accounts with dummy data, synthetic or anonymised samples, and screenshots with personal details removed.
• If a piece of work truly needs personal data, we sign the agreement’s data processing schedule first. It contains what Article 28 of the GDPR and of the UK GDPR requires of a processor, the EU standard contractual clauses for a transfer to India and, for a transfer from the United Kingdom, the UK Addendum to them.
• If a security incident affects your materials or your data, such as a lost device or an account someone else got into, I tell you within 72 hours of learning of it; for personal data under the schedule, within 48 hours.
• Within 30 days of the work ending, I delete your materials, test-account details and any personal data, and confirm it in writing if you ask. I keep only the records Indian tax and foreign-exchange law requires, such as the agreement and the invoices, and one confidential copy of the final deliverables, unless you ask me to delete it.

1111. AI tools

I use AI tools to help me research, analyse, draft and build, and I review everything I deliver and answer for it as my own work. Your confidential information goes only into tools whose terms stop the provider from training on it. Personal data never goes into one, unless the data processing schedule names the tool. If you would rather I used no AI tools with your materials, say so in the statement of work.

1212. Not legal, tax or regulatory advice

I am a product and AI consultant, not a lawyer or an accountant. Where the work touches law or tax, such as how a price is shown with tax, how a renewal is worded or how an AI feature handles personal data, I point to the official text and list questions for your own advisers, but I don’t give conclusions. My recommendations are professional judgements, and results depend on much that is outside my control, so I don’t promise a particular outcome.

1313. Liability

Each side’s liability to the other for a piece of work is capped at the fees paid under the statement of work in question. Neither side is liable for indirect or consequential loss, or for lost profit. The cap never limits fees that are owed, fraud, or anything the law doesn’t allow to be limited.

1414. Each other’s staff

Only where a statement of work says so: neither of us will try to hire away the other’s staff who worked on that piece of work, while it runs and for 12 months after it ends. A job advertisement open to anyone doesn’t count.

1515. Ending the work

• Either of us can end the agreement with 30 days’ notice. Work in progress then finishes, unless it is ended too.
• You can end a piece of work at any time. Before it starts, I refund you in full. After it starts, I keep what you have paid and send you the work done so far, which is yours.
• If I can’t finish a piece of work for a reason on my side, I refund everything you paid for it, and you keep what I delivered.
• If something outside either side’s control, such as serious illness, a disaster or a wide failure of power or the internet, delays the work, neither of us is liable for the delay and the dates move by its length. If it lasts more than 20 working days, either of us can end that piece of work.
• Either of us can end it for a serious breach that isn’t put right within 10 working days of a written notice.

1616. Law and disputes

Indian law governs the agreement. If something goes wrong, we talk first, by video, and try to settle it within 20 working days.

• A sum that is due and not disputed, such as an unpaid invoice or a refund that is owed, can be claimed in the courts where the other side is based.
• Anything else goes to arbitration under India’s Arbitration and Conciliation Act, 1996, seated in New Delhi: one arbitrator, the fast track procedure, decided on documents, held by video and in English.

India, the United Kingdom, the United States and every EU member state are parties to the New York Convention, under which arbitration awards are recognised and enforced across borders.

1717. Pilot clients

My first three Studio clients pay half price, in return for a two-line testimonial: an honest view of the work, in their own words, within 10 working days of delivery. It is published, with name, role and company, only once the client approves the exact words in writing, and approval can be withdrawn until it is published.

1818. The small print

Notices go to the email addresses in the agreement. Neither of us can pass the agreement to someone else without the other’s consent. If a court strikes out one part, the rest still applies. The signed documents are the whole agreement, and not using a right doesn’t give it up.

1919. Changes to these terms

This page and the agreement carry a version number and a date. A new version applies to agreements signed after it is published; an agreement already signed stays as it is unless we both agree a change in writing.