Terms & Conditions

Outsource Studios – Partnership Terms & Conditions

Effective Date: July 29, 2025
Last Updated: December 09, 2025
Version: 1.1.5

1. Agreement Overview

These Terms and Conditions ("Terms") govern the partnership relationship between Outsource Studios ("we", "us", "our", or "Outsource Studios") and partner agencies ("Partner", "you", "your"). This Agreement establishes the framework for project fulfilment, revenue sharing, and mutual obligations between Outsource Studios and partnering agencies.

By engaging with Outsource Studios for services, meeting with our team for project discussions, or signing a partnership agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

2. Definitions

• "Agreement" – These Terms and Conditions together with any signed partnership agreement or project‑specific Statement of Work ("SOW").

• "Client" – The end‑user or organization that the Partner agency secures as a customer and for whom services are to be delivered.

• "Project" – A specific web development and/or UI/UX design engagement undertaken by Outsource Studios on behalf of a Partner agency.

• "Ticket Size / Project Value" – The total contract value between the Partner agency and their Client for the Project.

• "Revenue Share" – The agreed‑upon percentage split of project revenue between the Partner agency and Outsource Studios.

• "Deliverables" – The completed work products specified in the project scope, including but not limited to website code, design files, documentation, and deployment assistance.

• "Services" – Web development, UI/UX design, design systems, mobile applications, backend development, and related technical services provided by Outsource Studios.

3. Revenue Sharing Model

3.1 Revenue Split Structure

Outsource Studios' revenue sharing is determined by the total Ticket Size of the Project, as follows:

For Projects with Ticket Size ≤ ₹30,000 (inclusive):

• Partner Agency receives: 40% of total project revenue

• Outsource Studios receives: 60% of total project revenue

For Projects with Ticket Size > ₹30,000:

• Partner Agency receives: 50% of total project revenue

• Outsource Studios receives: 50% of total project revenue

3.2 Revenue Calculation

• Revenue Share percentages are calculated on the total contract value between the Partner agency and their Client.

• Revenue Share does not include third‑party costs such as:

  • Domain registration and hosting fees

  • Third‑party API subscriptions or licensing fees

  • CDN or external service costs

  • Paid plugins, libraries, or tools

  • Premium design assets or stock media

These third‑party costs shall be passed through directly to the Client and are not subject to Revenue Share calculations.

• Revenue calculations are performed in Indian Rupees (INR). If the Client contract is in another currency, conversion shall use the exchange rate at the time of project initiation.

3.3 Revenue Payment Terms

• Invoice Timing: Outsource Studios will invoice the Partner agency upon project completion and delivery (or as otherwise specified in the SOW).

• Payment Terms: Net 15 days from invoice date.

• Payment Method: Bank transfer (NEFT/RTGS) to the account specified by Outsource Studios.

• Disputed Invoices: Partner agency must notify Outsource Studios of any invoice disputes within 7 days of receipt. Undisputed amounts must be paid on the agreed schedule.

3.4 Project Scope and Cost Estimation

• Partner agency brings the Client to Outsource Studios.

• Outsource Studios will conduct end‑to‑end discovery meetings directly with the Client to understand the Client's requirements, business goals, desired tech stack, timeline, and business objectives.

• During these discovery meetings with the Client, Outsource Studios will determine the project scope, complexity, and associated costs based on our professional assessment and expertise.

• If a Project's actual scope increases significantly beyond the initially discussed scope, the Revenue Share and fees may be recalculated based on the updated Project Value.

• Any material scope changes identified during execution will be communicated to the Partner agency, and both parties will align on updated timelines and fees.

4. Partnership Process and Obligations

4.1 Project Submission and Initial Engagement

• Partner agency introduces the Client to Outsource Studios.

• Outsource Studios schedules end‑to‑end discovery meetings directly with the Client to understand their needs, business goals, technical requirements, and project objectives.

• Our team will assess feasibility, capacity, and provide a formal quote and SOW within 2–3 business days of initial client discussions.

4.2 Scope Definition and Statement of Work (SOW)

• SOW Creation: Based on our discovery discussions with the Client, Outsource Studios will prepare a detailed SOW outlining Deliverables, timeline, acceptance criteria, and assumptions.

• Mutual Agreement: The SOW must be signed (physically or digitally) by authorized representatives of both the Partner agency and Outsource Studios before work commences.

• Scope Boundaries: Work performed outside the approved SOW may be billed as additional services at agreed‑upon rates.

• Change Requests During Execution: If scope changes are identified or requested during the project, Outsource Studios will assess the impact and communicate updated timelines and costs to the Partner agency for approval before proceeding.

4.3 Project Timeline and Deliverables

Typical timeline guidelines (may vary by scope):

• Small projects (₹10K–₹30K): typically 4–8 weeks

• Medium projects (₹30K–₹200K): typically 8–16 weeks

• Large projects (₹200K+): custom timeline, typically 16+ weeks

Milestone Tracking: Outsource Studios will provide weekly status updates through the agreed‑upon project management tool.

Delay Liability: Outsource Studios shall make reasonable efforts to meet agreed timelines. Delays due to force majeure, Client feedback delays, or scope changes are not subject to liability.

4.4 Communication and Project Management

Primary Communication: Project communication will occur primarily between Outsource Studios and the Client, including:

• Asana / Monday.com / Jira (primary project management)

• Slack or agreed messaging platform (real‑time communication)

• Weekly sync calls (scheduled as agreed with the Client)

Partner Agency Updates: Outsource Studios will provide periodic updates to the Partner agency regarding project status, milestones, and delivery timelines.

Point of Contact: The Client designates a primary point of contact with Outsource Studios for all project matters.

Availability: Outsource Studios maintains standard business hours (9 AM – 6 PM IST, Monday–Friday) with emergency support available.

Response Time: Outsource Studios commits to responding to Client and Partner inquiries within 24 business hours during weekdays.

4.5 Partner Agency Responsibilities

• Client Introduction: Partner agency introduces the Client to Outsource Studios and provides initial contact information.

• Revenue Collection: Partner agency is responsible for collecting payment from the Client and paying Outsource Studios according to the agreed Revenue Share and payment terms.

• Contract Terms: Partner agency maintains their own contract with the Client regarding the project scope, timeline, budget, and deliverables.

• Invoice Management: Partner agency receives and processes Outsource Studios invoices and manages payment to Outsource Studios.

4.6 Outsource Studios Responsibilities

• Professional Execution: Outsource Studios commits to delivering work that meets the agreed‑upon quality standards and technical specifications.

• Direct Client Management: Outsource Studios manages all direct communication with the Client, including discovery, scope confirmation, feedback incorporation, and delivery.

• Code Quality: All code will follow industry best practices, include appropriate comments, and be documented.

• Testing: All Deliverables will undergo internal QA testing including functional testing, cross‑browser/device testing, and performance optimization.

• Security: Outsource Studios implements standard security practices including HTTPS, secure dependency management, and OWASP top vulnerabilities mitigation.

• Documentation: Complete technical documentation will be provided, including deployment instructions, architecture overview, and maintenance guidelines.

5. Quality Standards and Acceptance

5.1 Quality Criteria

All Deliverables must meet the following quality standards:

• Functional Correctness: All features and functionality work as specified in the SOW.

• Cross‑Browser/Device Compatibility: Works properly on all major browsers (Chrome, Firefox, Safari, Edge) and devices (desktop, tablet, mobile).

• Performance: Page load times under 3 seconds; Lighthouse score minimum 80/100.

• Accessibility: WCAG 2.1 AA compliance standards.

• Code Quality: No critical or high‑severity code issues; documented and maintainable code.

• Security: No known security vulnerabilities; secure data handling and transmission.

5.2 User Acceptance Testing (UAT)

• UAT Period: Client has 7 calendar days to review Deliverables and provide feedback.

• Bug Reporting: Critical bugs (functional failures) must be reported within UAT period.

• Bug Fixes: Outsource Studios will fix critical bugs within 3 business days at no additional charge.

• Change Requests: Requests for features or functionality beyond the original SOW are out‑of‑scope and subject to additional charges.

5.3 Acceptance and Sign‑Off

• Formal Acceptance: Once all UAT feedback is addressed, the Client must provide formal written acceptance to Outsource Studios.

• Acceptance Deadline: If no formal acceptance/rejection is provided within 14 days of delivery, the Deliverables are deemed accepted.

• Post‑Delivery Support: Outsource Studios provides 30 days of support for critical bug fixes post‑launch.

6. Intellectual Property Rights

6.1 Ownership of Deliverables

• Client/Partner Ownership: The Client (via the Partner agency) shall own all custom code, designs, content, and Deliverables created specifically for the Project.

• Outsource Studios Portfolio Rights: Outsource Studios retains the right to display the Project in our portfolio and case studies (Client name may be redacted if requested).

• Pre‑Existing IP: Any pre‑existing code, templates, frameworks, or tools used by Outsource Studios remain the intellectual property of their original creators.

6.2 Third‑Party Components

• Open Source: All open‑source libraries and components used are subject to their respective licenses (MIT, GPL, Apache, etc.).

• License Compliance: Outsource Studios ensures all third‑party components comply with relevant licenses.

• Partner/Client Responsibility: Partner agency and Client are responsible for maintaining license compliance if Project is modified post‑delivery.

6.3 Confidentiality

• Client Information: Outsource Studios treats all Client information, specifications, business logic, and data as confidential.

• Non‑Disclosure: Neither party shall disclose the other party's confidential information without written consent.

• Exceptions: Information that is publicly available, independently developed, or required by law to disclose is excluded.

• Portfolio Exception: Outsource Studios may reference the Project in portfolio materials (unless Client specifically requests otherwise).

7. Limitation of Liability and Warranties

7.1 Warranties Provided by Outsource Studios

Outsource Studios warrants that:

• Services will be performed in a professional and workmanlike manner.

• Deliverables will comply with the agreed SOW and quality standards.

• All work will be original (except third‑party components which are properly licensed).

7.2 Disclaimers

Outsource Studios does NOT provide warranties for:

• Results or outcomes of the Deliverables (Client success depends on their business model, marketing, support, etc.).

• Third‑party services, hosting providers, or integrations (we ensure correct implementation but cannot guarantee their reliability).

• Client data loss or corruption (Partner agency and Client are responsible for backups).

• Compatibility with Client's custom code or future versions of third‑party platforms.

• Ongoing maintenance or support beyond the 30‑day post‑launch period (optional with additional fees).

• API Leaks or Third‑Party Data Breaches: Outsource Studios is not responsible for API leaks, credential exposure, or data breaches arising from third‑party services, integrations, or APIs used in the Project. Partner agency and Client are responsible for securely managing API keys, credentials, and access controls. Outsource Studios implements standard security practices but cannot be held liable for breaches caused by third‑party platforms or compromised credentials.

7.3 Limitation of Liability

• Total Liability: Outsource Studios' maximum liability for any Project shall not exceed the total revenue received by Outsource Studios for that Project.

• Excluded Damages: Neither party shall be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits or data loss.

• Client Disputes: Outsource Studios shall not be liable for any disputes between the Partner agency and their Client.

8. Term and Termination

8.1 Project‑Based Engagement

• No Long‑Term Commitment: Each Project is a standalone engagement. There is no ongoing commitment beyond the specific Project SOW.

• Partnership Duration: The partnership continues on a project‑by‑project basis unless terminated by either party.

8.2 Termination by Outsource Studios

Outsource Studios may terminate a Project if:

• Partner agency fails to pay invoices within 30 days of due date.

• Partner agency materially breaches the Terms and fails to cure within 10 business days of written notice.

• Partner agency or Client engages in unethical or illegal conduct.

• Project scope becomes impractical or unsafe to execute.

Termination Process: Outsource Studios will provide written notice of termination. Upon termination, the Partner agency shall pay for all work completed to date pro‑rated by percentage completion.

8.3 Termination by Partner Agency

Partner agency may terminate a Project if:

• Outsource Studios fails to meet agreed‑upon timeline by more than 30 days (unless due to Client delays).

• Outsource Studios materially breaches the Terms and fails to cure within 10 business days of written notice.

• Outsource Studios becomes insolvent or unable to perform.

Termination Process: Partner agency will provide written notice. Upon termination, Outsource Studios will deliver all work‑in‑progress materials and Deliverables completed to date.

8.4 Consequences of Termination

• Payment obligations for work completed remain due.

• All confidentiality obligations continue indefinitely.

• IP ownership transfers to the extent work is completed and payment is made.

• Both parties release each other from further obligations (except those that survive termination).

9. Dispute Resolution

9.1 Good Faith Negotiation

If a dispute arises, both parties agree to first attempt resolution through good‑faith negotiation between authorized representatives within 14 days.

9.2 Mediation

If negotiation fails, either party may request mediation. Both parties agree to participate in a single session with a neutral mediator agreed upon by both parties. Mediation costs shall be split equally.

9.3 Governing Law and Jurisdiction

• Governing Law: These Terms shall be governed by and construed in accordance with the laws of India.

• Jurisdiction: Both parties consent to the exclusive jurisdiction of courts in Bengaluru, Karnataka, India.

• Arbitration Option: As an alternative, either party may elect arbitration under the Arbitration and Conciliation Act, 1996, with arbitration to be conducted in Bengaluru.

9.4 Escalation Path

Dispute escalation shall follow this path:

1. Project‑level discussion (Project Managers)

2. Leadership discussion (Company representatives)

3. Mediation or Arbitration (if unresolved after 30 days)

10. Compliance and Legal

10.1 Data Protection

• Applicable Laws: Outsource Studios complies with applicable data protection laws including any Indian data protection regulations.

• Data Handling: All personal data shall be processed securely and only for the purposes specified in the Project.

• Partner and Client Responsibility: Partner agency and Client are responsible for obtaining necessary consents for data processing.

10.2 Tax Responsibilities

• GST: All pricing is subject to applicable GST as per Indian tax regulations.

• Tax Compliance: Each party is responsible for their own tax compliance and filing.

• Invoice Requirements: Invoices will include GST details as required by Indian law.

10.3 Independent Contractors

• Non‑Employee Relationship: The Partner agency and Outsource Studios are independent contractors. No employment, partnership, or joint venture is created.

• No Authority: Neither party has authority to bind or commit the other party.

10.4 Compliance with Laws

Both parties agree to comply with all applicable laws including:

• Indian Contract Act, 1872

• Arbitration and Conciliation Act, 1996

• Information Technology Act, 2000

• Any industry‑specific regulations applicable to the Client's business

11. Changes and Amendments

11.1 Amendment Procedure

These Terms may only be amended in writing and must be signed by authorized representatives of both Outsource Studios and the Partner agency.

11.2 Survival

The following sections survive termination of any individual Project:

• Intellectual Property Rights (Section 6)

• Confidentiality (Section 6.3)

• Limitation of Liability (Section 7)

• Governing Law (Section 9.3)

• Compliance and Legal (Section 10)

11.3 Entire Agreement

This Terms and Conditions, along with any executed SOW or partnership agreement, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, and agreements.

12. Contact and Communication

12.1 Official Communications

All official communications regarding this Agreement should be sent to:

Outsource Studios
Email: partnerships@outsourcestudios.co
Phone: +91 [Your Phone Number]
Address: [Your Office Address], India

12.2 Notice Requirements

• Written Notice: Any legal notices must be provided in writing via email or registered mail.

• Effective Date: Notices are effective upon receipt or 2 business days after sending (whichever is first).

13. Acknowledgment and Acceptance

By engaging with Outsource Studios for a Project, you acknowledge that:

• You have read and understood these Terms and Conditions.

• You are authorized to enter into this Agreement on behalf of your organization.

• You agree to be bound by all terms and conditions outlined herein.

• You understand the Revenue Sharing model and agree to the applicable split for your Project's Ticket Size.

• You understand that Outsource Studios will conduct end‑to‑end discovery and project management directly with your Client.

Outsource Studios – Partnership Terms and Conditions

Effective Date: July 29, 2025
Last Updated: December 09, 2025
Version: 1.1.5