Terms of Service

Plain-language summary (read this first)

These Terms cover work booked through our website, a simple proposal, or a marketplace like Fiverr, without a separate signed Master Services Agreement (MSA). If you sign an MSA and a Statement of Work (SOW) for a larger engagement, those documents come first and these Terms fill the gaps. If you ordered through Fiverr or a similar marketplace, that marketplace's own terms govern your relationship with the marketplace and can override parts of this document; we say plainly below where we know of a conflict.

Only businesses can use our services, not consumers buying for personal use. Whoever clicks "accept" or places an order is personally confirming they have the authority to bind the company or entity they represent.

Nothing on our website, in a proposal, in our portfolio, in a case study, in an ad, or in a social post is a contractual offer or a promise of results. We do not guarantee ad performance, rankings, leads, or revenue. Figures we show from past work belong to a different client and are not a term of your contract.

We use AI heavily: to write code, and to generate images, video, and other creative. We do not own the underlying models, we cannot warrant their output is original or free of third-party rights, and we give no intellectual property indemnity for AI-generated output, because no model provider gives us one to pass on. Full detail sits in the AI Delivery Rider, and using our services means accepting that Rider.

You get a licence to use what we deliver; full ownership of a Deliverable transfers to you only once you have paid for it in full. We keep our own pre-existing tools, templates, and know-how.

Our liability to you is capped, mainly at the fees you actually paid us in the months before the claim, and excludes indirect losses like lost profit or lost data. Some things are never capped, such as fraud or your own payment obligations. You indemnify us broadly for problems caused by material you give us or how you use what we build. We indemnify you narrowly, only for a copyright or trademark claim over unmodified work our own staff wrote, never for AI-generated content.

If you are, or might be, a consumer rather than a business, some of these clauses do not bind you the way they read. See the Annex at the end. Indian, EU, UK, and other consumer-protection law can override our choice of law and our arbitration clause for a genuine consumer, and we say so honestly rather than pretending otherwise.

TOS-1. Definitions

TOS-1.1. In these Terms, the following words carry the meaning given to them here, used consistently throughout: Agency, we, us, our means QSP Infosolutions Private Limited trading as QuirkSphere. Client, you, your means the entity that accepts these Terms or places an Order, acting through the individual who does so. Deliverable means any output we supply under an Order, including code, creative, copy, media, configuration, reports, and documentation. AI Output means any part of a Deliverable generated in whole or material part by a generative AI model or an AI coding agent. AI Tools means the third-party generative models, AI coding agents, and related services we use. Model Provider means the third party operating an AI Tool. Agency Materials means our pre-existing and independently developed frameworks, boilerplate, component libraries, design systems, internal skills, prompt systems, pipelines, scripts, checklists, and know-how, and any improvement to them. Client Materials means anything you supply to us, including brand assets, copy, imagery, audio, data, credentials, prompts, reference images, and instructions. Third-Party Services means hosting, deployment, ecommerce, advertising, analytics, payment, enrichment, font and asset licensing, and Model Provider services. Pass-Through Costs means advertising spend, model and inference credits, hosting, domains, licences, stock and font fees, and similar amounts payable by us to a third party on your behalf or for your benefit. Working Day means a day other than Saturday, Sunday, or a public holiday in Mumbai, Maharashtra.

TOS-1.2. Order means an accepted proposal, invoice, checkout flow, Fiverr Gig order, or similar instruction to perform Services, that is not a signed SOW under an MSA. Marketplace means Fiverr or any similar third-party platform through which an Order is placed. AUP means our Acceptable Use Policy. AI Rider means our AI Delivery Rider. Privacy Policy and DPA mean our privacy policy and data processing addendum. MSA means our Master Services Agreement. SOW means a Statement of Work signed under an MSA. Site means quirksphereagency.com and any subdomain we operate.

TOS-2. How these Terms fit with our other documents

TOS-2.1. These Terms are the general, click-to-accept layer for self-serve and low-touch engagements. They apply to every Order unless a signed MSA and SOW cover the same engagement, in which case the MSA and SOW supersede these Terms for that engagement to the extent of any conflict, and these Terms continue to apply to anything the MSA and SOW do not cover.

TOS-2.2. Where more than one of our documents applies to an engagement, they rank in this order, highest first: (a) a signed SOW, for the specific engagement it covers only; (b) the DPA, for anything about personal data; (c) the AI Rider, for anything about AI-generated Deliverables; (d) the MSA; (e) the AUP and these Terms; (f) any purchase order, portal terms, or your own standard terms, which have no effect unless we countersign them with express reference to the clause they override.

TOS-2.3. Where an Order is placed through a Marketplace, the Marketplace's own terms sit above this document as between us and the Marketplace, and may override parts of it. TOS-20 sets out what we currently know about that conflict; we say so honestly rather than claiming these Terms always win.

TOS-3. Acceptance and capacity

TOS-3.1. You accept these Terms by doing any of the following: clicking "I agree" or an equivalent control on our Site or checkout flow, placing an Order through a Marketplace, instructing us in writing to proceed, or paying an invoice we have issued. Acceptance happens at that moment, and these Terms bind you from then on.

TOS-3.2. The individual who accepts these Terms, places an Order, or otherwise instructs us on your behalf confirms, as a condition of that act, that they have the authority to bind the entity or person they are accepting on behalf of, and that acceptance is legally binding on that entity or person as if it had signed personally.

TOS-3.3. You must have the legal capacity to enter into a binding contract under the law that applies to you. We may decline or unwind an Order if we reasonably believe the person accepting lacked that authority or capacity.

TOS-4. Eligibility; business-to-business positioning

TOS-4.1. Our Services are offered only to businesses, sole traders, professionals, and other organisations acquiring them for a trade, business, craft, or profession, and not to individuals acquiring them for personal, family, or household use. By placing an Order you represent that you are acquiring the Services for such a purpose.

TOS-4.2. We may decline, suspend, or cancel any Order placed by, or that we reasonably believe was placed by, someone acquiring the Services other than for a business purpose.

TOS-5. Description of Services; nothing here is an offer

TOS-5.1. We provide, on the terms of an accepted Order: AI image ad creatives; AI video ad creatives; 3D and custom website development; performance marketing; lead generation and cold B2B outbound; and SEO and influencer marketing. The specific scope, timeline, and price for any engagement are set out only in the Order or SOW that covers it, never by this clause alone.

TOS-5.2. Nothing on our Site, in a proposal, in our portfolio, in a case study, in an advertisement, or in a social media post is a contractual offer, a term of any agreement, or a guarantee of any outcome. These materials are illustrative and promotional only. A binding Order comes into existence only when accepted under TOS-3, describing the specific Deliverables, timeline, and price agreed for that engagement.

TOS-5.3. We use third-party generative AI models to produce creative and code. The models in use change regularly; we do not commit to any specific model, version, or provider in these Terms, and reserve the right to substitute a provider with materially equivalent output quality without your consent. See the AI Rider for the current position and TOS-9 for the disclosure that applies to every engagement.

TOS-6. Account and credentials

TOS-6.1. Where our Services require access to your ad accounts, Shopify admin, hosting, analytics, CRM, or similar systems, you will grant access using that platform's delegated-access mechanism (for example, Meta Business Manager partner access, Google Ads manager-account linking, Shopify collaborator accounts, or a team invite) wherever the platform supports it, in preference to sharing a password.

TOS-6.2. Neither party will send the other a password, passphrase, API key, session token, or other authentication credential by chat, email, or similar channel. Either party may refuse to accept, and will promptly destroy, any credential disclosed in breach of this clause, and will notify the other party.

TOS-6.3. Where delegated access is not available and a credential must be shared, you must enable multi-factor authentication on the account before sharing it. We will use the credential only for the purposes of the engagement, will not use it for any other client's benefit, and will return or destroy it, and remove any access we hold, promptly after the engagement ends or on your request.

TOS-6.4. You are responsible for the accuracy of the account information you give us and for all activity on any account you control, except activity caused by our own act or omission.

TOS-7. Fees, taxes, and pass-through costs

TOS-7.1. Fees for an engagement are as stated in the accepted Order. Fees are exclusive of GST and any other tax, duty, or levy applicable from time to time, which we will add to the invoice at the rate then in force unless the Order says otherwise.

TOS-7.2. If applicable law requires you to withhold tax from a payment due to us, you must: (a) withhold no more than the amount the law actually requires; (b) provide us promptly with the certificate or documentation needed for us to claim credit for the amount withheld; and (c) not treat the withheld amount as a reduction of the fee owed to us, unless the Order expressly states the fee is priced net of withholding.

TOS-7.3. Pass-Through Costs are billed at cost, or at cost plus the margin stated in the Order. Where a third party requires prepayment, we may require you to fund the relevant amount in advance; once we have paid or committed it to that third party, it is non-refundable, whether or not the underlying campaign or work is later changed or cancelled.

TOS-7.4. Fees are due within 15 days of the invoice date unless the Order states otherwise. Overdue amounts accrue interest at 1.5% per month.

TOS-8. Funding your own advertising spend

TOS-8.1. Wherever the advertising platform allows it, you will hold and directly fund your own advertising accounts (for example, your own Meta Business Manager or Google Ads account), with us granted delegated access under TOS-6. This keeps your ad spend in your own account, under your own control, and reduces the amount of your money we ever hold.

TOS-8.2. Only where a platform, campaign type, or your own instruction means spend must run through an account we control will we front advertising spend as a Pass-Through Cost. In that case, TOS-7.3 applies: you must pre-fund the amount before we place the spend, and it is non-refundable once spent by the platform.

TOS-9. AI disclosure

TOS-9.1. We use generative AI models and AI coding agents extensively in producing Deliverables, including images, video, and code. AI Output may not be unique, may resemble output produced for another client, and we do not warrant that it is original or free of third-party rights.

TOS-9.2. We give no intellectual property indemnity for AI Output. We cannot warrant what a probabilistic model produces, and no Model Provider passes a workable indemnity through to us for it. TOS-14.2 states the narrow indemnity we do give.

TOS-9.3. The full terms governing AI-generated Deliverables, including disclosure, labelling, likeness consent, and the limits on what we warrant, are set out in the AI Rider. Using our Services is conditional on accepting the AI Rider, and the AI Rider forms part of the Order whether or not it is separately signed.

TOS-10. Acceptable use

TOS-10.1. You must comply with our AUP in using our Services, our Site, and any Deliverable we provide. The AUP sets out, among other things, the content and instructions we will refuse, and the categories of synthetic media we will not produce for any client on any terms.

TOS-10.2. A breach of the AUP is a breach of these Terms and may result in suspension or termination under TOS-16, without prejudice to fees already earned for work performed.

TOS-11. Intellectual property

TOS-11.1. Our Site, and all Agency Materials, remain our property (or that of our licensors) at all times. We grant you a limited, non-exclusive, non-transferable licence to access and use the Site for the purpose of engaging our Services.

TOS-11.2. Ownership of a Deliverable transfers to you, to the extent of whatever right, title, and interest we hold in it, only once you have paid us in full for that Deliverable. Before full payment, we retain all rights in the Deliverable and grant you only a limited licence to view and comment on it for approval purposes, not to publish, exploit, or otherwise use it commercially.

TOS-11.3. Where a Deliverable, or part of it, is AI Output, you acknowledge that under the law of some jurisdictions material generated wholly by an AI system without sufficient human creative control may not attract copyright protection at all. We give no warranty that copyright subsists in any AI-generated element, and the transfer in TOS-11.2 operates only in respect of whatever rights actually exist. We will not assert, against you or anyone deriving title from you, any right, title, or interest in the Deliverable, whether or not copyright subsists in it.

TOS-11.4. Nothing in this clause transfers to you any Agency Materials embedded in or used to produce a Deliverable; we retain those, and grant you a non-exclusive, perpetual licence to use them only as embedded in the Deliverable you paid for, not standalone.

TOS-11.5. You warrant that any Client Materials you give us are owned by you, or that you hold all rights and consents needed for us to use them as instructed, including any person's likeness or voice. TOS-14.1 covers your indemnity to us for a breach of this warranty.

TOS-12. Third-party services and dependencies

TOS-12.1. Delivering our Services depends on Third-Party Services we do not control, including hosting (Vercel), ecommerce (Shopify), advertising platforms (Meta, Google, and others), and Model Providers. We give no uptime, availability, or performance commitment for any Third-Party Service, and are not liable for its outage, suspension, withdrawal, or unilateral change of terms.

TOS-12.2. Where you hold your own account with a Third-Party Service (for example, your own Meta, Google Ads, or Shopify account), you, not us, are the contracting party with that platform. We act only as your delegated operator on that account; we have no privity with, and no recourse against, the platform on your behalf.

TOS-12.3. Our performance is excused, without liability, to the extent it is prevented or delayed by a Model Provider's deprecation or withdrawal of a model, suspension or termination of our account with a provider, disablement of an advertising account by the platform, an outage of a Third-Party Service, or a unilateral change to a Third-Party Service's terms.

TOS-13. Limitation of liability

TOS-13.1. Cap

Our aggregate liability to you, arising out of or in connection with an engagement, whether in contract, tort (including negligence), or otherwise, is capped at the total fees you actually paid us for the Services giving rise to the claim in the 3 months immediately preceding the event giving rise to the claim.

TOS-13.2. Pass-Through Costs excluded from the cap calculation

Pass-Through Costs, including advertising spend and model credits we pass through to you, are not "fees" for the purpose of TOS-13.1 and do not inflate the cap.

TOS-13.3. Excluded loss

Neither party is liable to the other for indirect, consequential, special, incidental, exemplary, or punitive damages, or for (whether direct or indirect) lost profit, lost revenue, lost or corrupted data, lost goodwill, lost anticipated savings, wasted expenditure, or business interruption.

TOS-13.4. Sole and exclusive remedy for a defective Deliverable

Your sole and exclusive remedy for a defective Deliverable is, at our election, re-performance of the relevant work or a refund of the fees paid for that Deliverable.

TOS-13.5. Carve-outs from the cap and the exclusions

The following are not subject to TOS-13.1 or TOS-13.3, and remain uncapped and unexcluded: death or personal injury caused by negligence; fraud and fraudulent misrepresentation; wilful misconduct; gross negligence, where applicable law does not permit its exclusion; your payment obligations, including for Pass-Through Costs; and any liability that applicable law does not permit to be limited or excluded.

TOS-13.6. Claim notice

You must give us written notice of a claim, with reasonable detail, within 6 of becoming aware of the facts giving rise to it. Failure to give notice within that period is a breach of this clause and is relevant to mitigation and quantum, but does not extinguish your right to bring the claim or release us from liability.

TOS-13.7. Severability with a savings mechanism

If any limitation in this clause is held unenforceable in a particular case, it will be read down to the maximum extent permitted by applicable law rather than struck out entirely, and the remainder of this clause continues in full force.

TOS-13.8. Anti-reliance and entire agreement

You confirm that you have not relied on, and this Order does not incorporate, any statement made in a proposal, pitch deck, portfolio, case study, published performance figure, social media post, advertisement, verbal statement, chat message, or call. Any figure shown from past work relates to a different client, on different facts, and is historical illustration only, not a term of this agreement. This clause does not exclude liability for fraud or fraudulent misrepresentation.

TOS-13.9. No performance guarantee

We make no representation or guarantee as to return on ad spend, conversion rate, cost per acquisition, lead volume, search ranking, impression share, revenue, or any other commercial outcome. Delivering our Services is a matter of professional effort, not a warranted result.

TOS-14. Indemnities

TOS-14.1. You indemnify us

You will indemnify us against any third-party claim, and resulting loss, arising from: Client Materials; an instruction you gave that we followed; your use, modification, deployment, or distribution of a Deliverable; a claim by your own customer or end user; your non-compliance with any law or regulation applicable to your business; your advertising or product claims; likeness, voice, or personality material you supplied; and your failure to carry out any acceptance testing you were responsible for. This indemnity is not capped by TOS-13, and is subject to the standard conduct-of-claims terms in TOS-14.3.

TOS-14.2. We indemnify you (narrow)

We will indemnify you against a third-party claim that a Deliverable, excluding all AI Output, excluding Client Materials, and excluding third-party and open source components, infringes that third party's copyright or a registered trademark, and only where the infringing material was authored by our own personnel. This indemnity is capped at the amount in TOS-13.1. Our sole remedies, at our election, are to procure a licence, replace the infringing material, modify it, or refund the fees paid for the affected Deliverable. This indemnity does not apply where the claim arises from a modification we did not make, a combination with something we did not supply, your continued use after we notify you to stop, or your own specification.

TOS-14.3. Conduct of claims

An indemnity under this clause is conditioned on the indemnified party giving prompt written notice of the claim, giving the indemnifying party sole conduct of its defence and settlement, making no admission of liability, and providing reasonable cooperation at the indemnifying party's expense.

TOS-15. Privacy

TOS-15.1. Our collection and use of personal data is set out in our Privacy Policy, and, where we process personal data on your instructions, in our DPA. Both apply to every Order and are incorporated by reference.

TOS-16. Term, suspension, and termination

TOS-16.1. These Terms apply from acceptance for as long as any Order under them is active, and continue to apply afterwards to the extent a clause is expressed, or by its nature needs, to survive.

TOS-16.2. We may suspend or terminate an Order, or your access to our Services, immediately on written notice if: you fail to pay an undisputed invoice within 15 days of it falling due; you breach the AUP; you breach TOS-4 (eligibility) or TOS-6 (credentials); or continuing would expose us to a legal or regulatory risk we are not willing to carry, including under TOS-10.

TOS-16.3. Either party may terminate an Order for the other party's uncured material breach, on 5 working days written notice of the breach and an opportunity to cure it.

TOS-16.4. On termination: fees for work performed up to the effective date remain payable; any Pass-Through Costs already committed remain payable under TOS-7.3; and, for any Deliverable not yet paid for in full, the licence in TOS-11.2 ends and no further use is permitted.

TOS-17. Changes to these Terms

TOS-17.1. We may update these Terms from time to time. We will post the current version on the Site with its version number and date, and will notify you of a material change by email to the address on file or by a notice on the Site at least 5 working days before it takes effect.

TOS-17.2. Continuing to use our Services after a change takes effect is acceptance of the updated Terms. An Order already accepted under an earlier version continues on that version unless we agree a change in writing.

TOS-18. Governing law and dispute resolution

TOS-18.1. These Terms, and any Order under them, are governed by laws of India, without regard to conflict-of-law rules, subject to TOS-19.

TOS-18.2. Any dispute will first be referred to good-faith negotiation between the parties for 5 working days before either party escalates it. Subject to that, the parties submit to the exclusive jurisdiction of the courts at Mumbai, Maharashtra, India, or, where the Order or a separate arbitration agreement so states, to arbitration seated at Mumbai, Maharashtra, India, under [TO BE CONFIRMED], conducted in English.

TOS-18.3. Nothing in this clause displaces the courts' power to grant interim relief, including under the Arbitration and Conciliation Act 1996 s.9, even where a dispute is otherwise subject to arbitration.

TOS-19. Consumer-protection carve-out

TOS-19.1. TOS-4 states that our Services are for business use. Where, despite that, you are found to be a "consumer" under applicable law, this clause, and the Annex, apply in preference to any conflicting clause above.

TOS-19.2. India. The Consumer Protection Act 2019 excludes from "consumer" status a person who obtains a service for a commercial purpose, but its proviso preserves consumer status for a person who uses the service exclusively for the purpose of earning their livelihood by means of self-employment. A sole proprietor or freelancer engaging us to build or promote their own one-person business may still count as a consumer under that proviso, notwithstanding TOS-4. We do not represent that our commercial-purpose representation at TOS-4.1 forecloses that possibility.

TOS-19.3. We will not treat an arbitration clause in these Terms as your only remedy if you are a consumer under the Consumer Protection Act 2019: s.100 of that Act, and the Supreme Court's decision in Emaar MGF, mean a consumer cannot be compulsorily forced into arbitration merely because these Terms contain an arbitration clause. Under s.34(2)(d) of that Act, a consumer may also bring a complaint in the consumer forum local to where they reside or work, regardless of the exclusive-jurisdiction clause at TOS-18.2.

TOS-19.4. European Union, United Kingdom, and elsewhere. Where you are a consumer under the law of your home country, mandatory consumer-protection law and consumer-forum jurisdiction rules of that country, including within the European Union and the United Kingdom, apply regardless of TOS-18, and cannot be excluded or overridden by our choice of governing law or by an arbitration clause. We do not assert TOS-18 against a genuine consumer in a jurisdiction whose law says otherwise.

TOS-20. Marketplace orders

TOS-20.1. Where you place an Order through a Marketplace such as Fiverr, that Marketplace's own terms of service govern your relationship with the Marketplace, and, to the extent of any conflict, govern the marketplace-originated Order in preference to these Terms. These Terms govern only the parts of that relationship the Marketplace's terms leave open, and govern the whole of any direct relationship we separately agree with you outside the Marketplace.

TOS-20.2. Specific conflicts we are aware of today, for Fiverr:

TOS-21. Notices

TOS-21.1. A notice to us under these Terms must be sent to business@quirksphereagency.com or to [TO BE CONFIRMED]. A notice to you may be sent to the email address or physical address you gave us at onboarding, or posted on the Site where these Terms allow that method. A notice is treated as received the next Working Day after it is sent by email, or five Working Days after it is sent by post.

TOS-22. Grievance officer

TOS-22.1. In accordance with Indian law applicable to entities that collect or process personal information, we have appointed a Grievance Officer: [TO BE CONFIRMED], reachable at [TO BE CONFIRMED] or [TO BE CONFIRMED]. The Grievance Officer will acknowledge a grievance and address it within the time prescribed by applicable law from time to time.

TOS-23. Entire agreement

TOS-23.1. These Terms, together with the AUP, the AI Rider, the Privacy Policy, the DPA, and any Order, are the entire agreement between the parties for the Services covered by an Order, and replace any earlier discussion, proposal, or understanding on that subject. TOS-13.8 states the anti-reliance position on pre-contractual statements specifically.

TOS-24. General

TOS-24.1. If a clause of these Terms is found invalid or unenforceable, the rest continue in force; TOS-13.7 states the specific savings mechanism that applies to the liability clause.

TOS-24.2. Our failure to enforce a clause on one occasion is not a waiver of our right to enforce it later.

TOS-24.3. You may not assign or transfer an Order without our prior written consent. We may assign these Terms and any Order to an affiliate or to a successor on a sale of our business, on notice to you.

TOS-24.4. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties; each party is an independent contractor.

Annex A: Clauses disapplied or modified where the Client is, or may be, a consumer