ThreeBody Solutions Comprehensive Terms and Conditions

ARTICLE I: GENERAL PROVISIONS AND SCOPE OF SERVICES

1.1 Acceptance of Terms

These Terms, together with any executed Client Service Agreement (CSA) or Statement of Work (SOW), constitute the entire agreement between the parties. In the event of any conflict, the specific terms of the CSA or SOW will prevail over these general Terms.

1.2 Scope of Services

ThreeBody Solutions specializes in providing advanced B2B consulting and implementation services. The Services include, but are not limited to, the following core areas:

• Business & Management Consultation: Strategic road-mapping, organizational design, and process optimization.
• Financial Planning: Budget forecasting, capital structuring, and financial modeling.
• Startup & Idea Development: Ideation, minimum viable product (MVP) design, and investor deck preparation.
• Digital Marketing & Content: Search Engine Optimization (SEO), Paid Media Management, Social Strategy, and content generation.
• Technology Integration: Implementation and deployment of smart tools and systems, including AI and Machine Learning technologies.

ARTICLE II: CLIENT OBLIGATIONS AND DATA MANAGEMENT

2.1 Provision of Client Materials

The Client shall furnish all necessary information, approvals, access (e.g., to ad accounts, hosting platforms, or proprietary systems), and materials ("Client Materials") required by ThreeBody Solutions to perform the Services. Timely provision of Client Materials is a fundamental requirement, and any delays caused by the Client may result in corresponding extensions to project timelines and potential scope adjustments, as detailed in the SOW.

2.2 Client Data and Third-Party Tools

When the Services involve the processing of client data (e.g., customer lists, sales figures, proprietary business data), the Client warrants that:

• The Client has all necessary rights and consents to provide the data to ThreeBody Solutions.
• The provision of such data complies with all applicable Data Protection Laws (e.g., GDPR, CCPA).
• ThreeBody Solutions is authorized to use the data solely for the purpose of executing the agreed-upon Services, including training or configuring client-specific AI models or digital campaigns.

2.3 Compliance with Laws

The Client is responsible for ensuring its business operations and its use of the Deliverables comply with all laws, regulations, and third-party policies, including those related to advertising, data privacy, and intellectual property.

ARTICLE III: FEES, PAYMENTS, AND TERMINATION

3.1 Fees and Payment Structure

Fees will be structured as a fixed price, time and materials, or retainer basis, as explicitly defined in the SOW. All invoices are due for payment within the term specified, typically thirty (30) days from the invoice date, unless otherwise agreed.

3.2 Late Payments and Suspension of Services

We reserve the right to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law. If payment remains outstanding beyond forty-five (45) days, ThreeBody Solutions may, upon written notice, suspend all Services until the outstanding balance is settled in full. Suspension does not relieve the Client of its obligation to pay all outstanding fees.

3.3 Termination

Either party may terminate the Services agreement by providing thirty (30) days written notice to the other party. In the event of Client termination for convenience, the Client shall pay for all Services performed and expenses incurred up to the effective date of termination. If termination is due to a material breach by the Client, payment for all Services, including any agreed-upon early termination fees, shall become immediately due.

ARTICLE IV: INTELLECTUAL PROPERTY AND DELIVERABLES

4.1 Client IP Ownership

The Client retains all right, title, and interest in and to the Client Materials and any intellectual property created or owned by the Client prior to or independently of the Services ("Client Background IP"). The Client grants ThreeBody Solutions a limited, non-exclusive, royalty-free license to use the Client Materials solely for the purpose of providing the Services.

4.2 Ownership of Deliverables

Upon full and final payment of all associated fees, ThreeBody Solutions hereby assigns to the Client all right, title, and interest in and to the specific, unique outputs and content expressly identified as "Deliverables" in the SOW (e.g., final financial reports, bespoke digital marketing graphics, custom-trained AI model weights). This assignment excludes any ThreeBody Solutions IP (as defined below) that may be embedded within the Deliverables.

4.3 ThreeBody Solutions IP

Notwithstanding Section 4.2, ThreeBody Solutions retains all right, title, and interest in and to its proprietary software, consultation methodologies, templates, tools, pre-existing code, and general industry know-how ("ThreeBody Solutions IP"). The Client is granted a non-exclusive, perpetual, worldwide, non-transferable license to use the ThreeBody Solutions IP only as necessary to utilize the Deliverables for the Client’s internal business purposes.

ARTICLE V: CONFIDENTIALITY AND DATA SECURITY

5.1 Definition of Confidential Information

"Confidential Information" includes all non-public information, including financial, technical, or business data, disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party").

5.2 Obligations

The Receiving Party agrees to:

• Maintain the Confidential Information in strict confidence.
• Use the Confidential Information only for the purpose of fulfilling its obligations or exercising its rights under these Terms.
• Disclose Confidential Information only to employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein.

5.3 Data Security

ThreeBody Solutions will implement and maintain reasonable administrative, physical, and technical safeguards to protect the security and integrity of Client Data in its possession. While we strive to protect client information, the Client acknowledges that no security system is impenetrable and that the Client is ultimately responsible for the security of its own networks and systems.

ARTICLE VI: WARRANTIES, INDEMNIFICATION, AND LIABILITY

6.1 Limited Warranty

ThreeBody Solutions warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. This limited warranty is the sole and exclusive warranty provided by ThreeBody Solutions.

6.2 Disclaimer of Warranties

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 6.1, THREEBODY SOLUTIONS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6.3 Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. THE TOTAL CUMULATIVE LIABILITY OF THREEBODY SOLUTIONS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THREEBODY SOLUTIONS PURSUANT TO THE APPLICABLE SOW IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.4 Indemnification by Client

The Client agrees to indemnify, defend, and hold harmless ThreeBody Solutions from and against any claims, liabilities, damages, or costs (including reasonable attorney’s fees) arising from: (a) the Client’s breach of any warranty or covenant in these Terms; (b) the use of Client Materials, including any claim that they infringe on a third party’s intellectual property rights; or (c) the Client’s use of the Deliverables in a manner not permitted by the SOW or these Terms.

ARTICLE VII: GOVERNING LAW AND DISPUTE RESOLUTION

7.1 Governing Law

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of India.

7.2 Dispute Resolution

In the event of a dispute, the parties agree to first attempt to resolve the matter through good faith negotiation. If a resolution is not reached within thirty (30) days, the dispute shall be referred to and finally resolved by binding arbitration in Punjab, India, in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

ARTICLE VIII: MISCELLANEOUS

8.1 Relationship of the Parties

The parties are independent contractors. Nothing in these Terms shall be deemed to create a partnership, joint venture, or agency relationship between the parties.

8.2 Entire Agreement

These Terms, along with any CSA or SOW, constitute the entire agreement between the parties concerning the subject matter and supersede all prior or contemporaneous oral or written agreements.

8.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.4 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, acts of terrorism, or natural disasters.

8.5 Contact Information

For any legal notices or questions regarding these Terms, please contact us at:

ThreeBodySolutions Pvt Ltd.
Legal Department
Building 263A, ward no 9, Garhshankar, Punjab, India 144527
Email: info@threebodysolutions.co.in