Effective date: 23 February 2023
Last updated: 31 May 2026
Contact: [email protected]

These Terms & Conditions (“Terms”) govern all services provided by LowLightKing Productions (“LowLightKing”, “we”, “us”) to any client (“Client”, “you”) including corporate video production, photography, live production, post-production, animation, VFX, color grading, sound, consulting, and related services (“Services”). By signing a proposal/quotation, issuing a purchase order, paying an invoice, or otherwise instructing us to commence work, you accept these Terms.

If there is a conflict between (a) a signed Master Services Agreement (“MSA”) or Statement of Work (“SOW”), (b) a proposal/quotation, and (c) these Terms, the order of priority is: MSA/SOW → Proposal/Quotation → These Terms.

1) Definitions

“Deliverables”: the final exports expressly listed in the SOW (e.g., 1 x 90s master, 3 cutdowns, subtitles).
“Project”: the Services and Deliverables agreed for a specific job.
“Shoot Day”: any day where crew, equipment, or locations are booked or held.
“Working Files”: project files, timelines, source files, presets, LUTs, VFX projects, audio sessions, and similar editable assets.
“Raw Footage”: unedited camera originals, audio originals, logs, proxies.
“Client Materials”: anything supplied by Client (logos, brand assets, scripts, music, stock, footage, product claims, approvals, instructions).
“Change Order”: any change in scope, schedule, deliverables, creative direction, or approvals that affects cost/time.
“Platform”: any third-party service used for review, delivery, payments, messaging, or storage.
“LowLightKing Marks”: “LowLightKing”, “LowLightKing Productions”, and all associated logos, wordmarks, taglines, and brand assets.

2) Scope of Services and change control

2.1 Scope only as written. LowLightKing performs only what is explicitly stated in the SOW/proposal.

2.2 Change Orders are billable. Any change requested by Client (including additional deliverables, versions, formats, aspect ratios, languages, edits, new shots, new messaging, new markets, or new platforms) is out of scope unless agreed in writing and may require a Change Order at LowLightKing’s then-current rates and schedule availability.

2.3 Client delays are Client cost. Delays caused by Client (approvals, access, assets, consolidated feedback, decision-making, location readiness, talent availability) may result in standby charges, rescheduling, and third-party cancellation/rebooking fees payable by Client.

3) Quotes, bookings, deposits, and start conditions

3.1 Booking confirmation. A Project is considered booked when LowLightKing receives any one of: signed acceptance, PO, written/email approval, deposit, or instruction to begin.

3.2 Deposit. Unless otherwise stated, a non-refundable deposit (typically 50%) is required to lock crew, equipment, and dates.

3.3 Holds. Date holds are not bookings. LowLightKing may release held dates if not confirmed by deposit and written acceptance by a stated deadline.

3.4 Client credit checks. LowLightKing may require advance payment or additional deposit based on credit risk or past payment behavior.

4) Fees, invoicing, taxes, and payment enforcement

4.1 Fees. Fees are as per SOW plus Change Orders, pass-through costs, reimbursables, and any additional time incurred due to Client actions.

4.2 Taxes/withholding. Fees are exclusive of applicable taxes (GST/VAT/withholding). Client is responsible for all taxes, duties, bank charges, wire fees, and currency conversion fees. If Client withholds amounts, Client must provide lawful certificates and may be required to gross-up so LowLightKing receives the agreed net amount, to the maximum extent permitted by law.

4.3 Payment terms. Unless stated: deposit due immediately; remaining balance due prior to final delivery or within 7 days of invoice, whichever is earlier.

4.4 Late payment. Overdue amounts accrue interest at the maximum lawful rate (or 1.5% per month where permitted), plus collection costs, legal fees, and administrative time.

4.5 Suspension for non-payment. LowLightKing may pause work, revoke review/delivery links, and withhold Deliverables until all invoices are fully paid.

4.6 No set-off. Client may not set-off or deduct any amounts except where mandatory by law and properly documented.

4.7 Chargebacks prohibited. Client agrees not to initiate chargebacks for contracted holds, approved work, or delivered services. Disputes must follow Section 23. Client remains liable for chargeback costs and platform fees.

4.8 Collections and recovery. Client agrees to pay all reasonable costs of recovery including legal fees, collection agency fees, and court/arbitration costs.

4.9 TDS / Income Tax Withholding. Where applicable under Indian law, Client acknowledges that payments may be subject to tax deduction at source (TDS) under Sections 194C or 194J of the Income Tax Act, 1961. Client must: (a) deduct TDS at the statutory rate and deposit with the relevant tax authorities; (b) provide LowLightKing with Form 16A within 15 days of the quarter end; and (c) not deduct TDS above the statutory rate without legal basis. Failure to provide Form 16A entitles LowLightKing to recover the equivalent amount from Client. All fees are exclusive of TDS.

4.10 Foreign Payments / FEMA. Payments from outside India are subject to the Foreign Exchange Management Act, 1999 (FEMA) and RBI regulations. Client must remit via approved banking channels with appropriate FIRC / e-FIRC documentation. LowLightKing will provide required documentation for inward remittance compliance.

5) Expenses, travel, permits, and third-party costs

5.1 Pass-through costs. Locations, permits, talent, VO, music, stock, rentals, studios, travel, accommodation, catering, props, set build, security, insurance riders, translators, and couriers are billable unless included.

5.2 Estimates vs actuals. Third-party costs are estimates only unless expressly fixed; Client pays actuals.

5.3 Travel time. Travel time may be billable as stated in SOW or rate card.

5.4 Permits and permissions. Unless assigned to LowLightKing in writing, Client is responsible for permits and permissions. If LowLightKing obtains them, it is billable and contingent on authority timelines and approvals.

6) Scheduling, rescheduling, cancellation, and kill fees

6.1 Rescheduling. If Client reschedules after booking, Client pays all rebooking fees, vendor cancellation charges, crew hold fees, and any increases in cost due to reschedule.

6.2 Cancellation (Client). Unless otherwise stated:

Cancel 7+ days before shoot: actual costs incurred + 25% of Project fee
Cancel 3–6 days: actual costs + 50% of Project fee
Cancel 0–2 days: actual costs + 100% of Project fee
Deposits are non-refundable.

6.3 Weather/force majeure. Client pays incurred costs. Reshoot is a Change Order unless included.

6.4 Client no-show. If Client or Client stakeholders fail to attend/enable filming or approvals, the day is billable as if performed, plus third-party costs.

7) Client responsibilities (non-negotiable)

Client must provide:

a single authorized decision-maker with approval authority
accurate brief, brand rules, and substantiation for all claims
access to locations/subjects/products and required internal approvals
releases/permissions unless assigned to LowLightKing in writing
consolidated feedback in the agreed format and timeframe
Failure triggers delays, rescheduling, and additional charges.

8) Creative process, revisions, approvals, and acceptance

8.1 Creative is subjective. LowLightKing delivers to the agreed scope and brief. Client acknowledges subjective dissatisfaction is not a defect.

8.2 Revision limits. Revisions are limited to what the SOW states. Additional rounds are billable.

8.3 One revision round = one consolidated list. A “round” is a single consolidated written list delivered at one time. Feedback spread across channels or days counts as additional rounds.

8.4 Stage approvals lock scope. Approvals lock that stage. Any change that reopens prior stages requires a Change Order.

8.5 Deemed acceptance. Deliverables are accepted if Client does not raise written, specific defects within 3 business days of delivery of that stage.

8.6 Approval = legal clearance. Client approvals confirm Client has reviewed and cleared all rights, claims, compliance, trademarks, consents, and regulatory issues. After approval, legal/compliance risk is Client’s responsibility unless caused solely by LowLightKing’s original work excluding Client Materials.

9) Deliverables, formats, and archival

9.1 Delivery method. Deliverables are delivered via link/drive/platform. Client must download and back up.

9.2 Final deliverables only. Unless explicitly included, LowLightKing does not provide Raw Footage or Working Files.

9.3 Technical specs must be defined. Deliverables include only the codecs, resolutions, frame rates, aspect ratios, audio specs, subtitle formats, and platform variants listed in the SOW. Any new version not specified is a Change Order.

9.4 Archive retention. Unless stated, LowLightKing may retain project media for 30–90 days after final delivery and may delete thereafter without liability.

9.5 Archival, deletion certificates, retrieval fees. Extended archival, deletion certificates, structured deletion workflows, retrieval after archive windows, re-exports, reconforms, and reuploads are billable and not guaranteed after deletion.

9.6 No obligation to maintain platforms. LowLightKing is not responsible for third-party platform retention limits or link expiration.

10) Intellectual property, ownership, and licensing

10.1 No rights transfer until paid. All rights in Deliverables, Raw Footage, Working Files, and media remain with LowLightKing until full cleared payment.

10.2 Client license (standard). Upon full payment, Client receives a non-exclusive, non-transferable license to use final Deliverables for purposes/media/territories/term stated in SOW. If not stated: worldwide, perpetual, for corporate marketing and internal use.

10.2A Copyright Assignment — Statutory Compliance (Copyright Act 1957, Section 19). Where any transfer of rights in Deliverables constitutes a copyright assignment under the Copyright Act, 1957, the following apply to satisfy Section 19 and protect both parties:

(a) Written instrument (Section 19(1)): The signed SOW/proposal, together with these Terms & Conditions, constitutes the written instrument of assignment required under Section 19(1). Where no physically signed SOW exists, Client’s written acceptance (email, purchase order, or electronic payment instruction) of a proposal referencing these Terms constitutes the written instrument, consistent with Section 10A of the Information Technology Act, 2000.

(b) Royalty and consideration (Section 19(3) and 19(8)): The total project fee paid by Client under the relevant SOW constitutes the full, complete, and agreed royalty and consideration for the copyright assignment as required by Section 19. The parties confirm that no further, recurring, or additional royalties are payable by either party in respect of the rights assigned, unless expressly agreed in writing in a separate SOW. The lump-sum project fee satisfies the royalty specification requirement under Section 19(3) of the Copyright Act, 1957.

(c) Territory (Section 19(6)): The assignment extends worldwide, unless the SOW expressly limits it to a specific territory. (Note: if territory is not specified in the assignment instrument, Section 19(6) deems it India-only — this clause expressly overrides that default for all Projects where a worldwide scope is commercially intended.)

(d) Duration (Section 19(5)): The assignment is for the full remaining term of copyright in the Deliverables (as applicable under the Copyright Act), unless the SOW expressly limits it to a shorter period. (Note: if the period is not specified, Section 19(5) deems it five years — this clause expressly overrides that default.)

(e) Non-exercise (Section 19(7)): Delivery of Deliverables to Client in accordance with the SOW constitutes LowLightKing’s exercise of the assigned rights. The one-year non-exercise lapse provision under Section 19(7) does not apply where Deliverables have been duly delivered.

(f) Scope of assignment: Only the final Deliverables explicitly listed in the SOW are assigned. Raw Footage, Working Files, templates, LUTs, presets, BTS materials, and other excluded assets are not assigned and remain exclusively with LowLightKing, as set out in Section 10.3.

10.3 Excluded by default. Client does not receive Raw Footage, Working Files, templates, LUTs, presets, workflows, BTS, or editable masters unless explicitly sold/licensed.

10.4 Third-party licenses. Stock/music/fonts/plugins/templates/AI assets may carry separate license terms. Client is responsible for compliance unless LowLightKing supplies and expressly licenses within scope.

10.5 Moral Rights — Copyright Act 1957, Section 57. LowLightKing and Client acknowledge that contributors to Deliverables retain moral rights under Section 57 of the Copyright Act, 1957 — specifically the right of paternity (attribution) and the right of integrity. These rights survive copyright assignment and cannot be contractually waived under Indian law.

All contributors engaged by LowLightKing agree, as a condition of their engagement, to exercise their moral rights reasonably and in good faith, consistently with: (a) the agreed brief, approved script, storyboard, and creative direction for the Project; (b) LowLightKing’s production methodology, quality controls, and professional standards; and (c) Client’s lawful instructions given within the agreed SOW.

Edits, colour grades, re-cuts, multi-format adaptations, and modifications made within the agreed scope and approved creative direction shall not constitute a distortion, mutilation, or modification prejudicial to any contributor’s reputation within the meaning of Section 57. Contributors agree not to raise moral rights objections in respect of modifications expressly approved in writing or lawfully instructed by Client or LowLightKing within the agreed Project scope.

Attribution (right of paternity): LowLightKing retains the right to credit its work in portfolio, awards submissions, and showreel as set out in Section 10.6. Client may reference LowLightKing as production vendor in factual credits as set out in Section 25.3. Where a contributor’s credit is expressly agreed in the SOW, LowLightKing will use reasonable efforts to maintain such credit in final Deliverables.

10.6 Portfolio rights (unless no-publicity). Unless “no-publicity” is agreed in writing, LowLightKing may use non-confidential extracts/stills for portfolio, awards, showreels, and marketing after public release or delivery (whichever is earlier).

10.7 IP breach = injunctive relief. Any unauthorized use, copying, redistribution, leak, or publication of Raw Footage, Working Files, confidential materials, or LowLightKing IP permits LowLightKing to seek immediate injunctive relief, takedowns, and recovery of legal fees.

11) Releases, consents, and filming permissions

11.1 Client warranties. Unless assigned to LowLightKing in writing, Client warrants it has obtained all permissions/releases for people, property, trademarks, and copyrighted materials at Client-controlled locations and within Client Materials.

11.2 If LowLightKing obtains releases. Refusals, restrictions, or unavailability may limit capture/use; replacements and reshoots are billable unless included.

11.3 Minors. Guardian consent is mandatory. If Client introduces minors without compliant releases, Client bears all liability.

11.4 Location rules supremacy. If a location/studio/security authority imposes restrictions, LowLightKing may adjust production approach without liability. Resulting scope changes may be billable.

12) Confidentiality, NDAs, and security

12.1 Confidential information. LowLightKing will use reasonable care to protect Client confidential information. Client must clearly identify confidential items.

12.2 No NDA by default. NDAs are binding only if signed.

12.3 Security limitations. No system is 100% secure. LowLightKing is not liable for third-party platform breaches beyond reasonable control.

12.4 Confidentiality of commercial terms. Client must not publicly disclose pricing, proposals, or commercial terms.

12.5 Non-disparagement. Client must not publish false, misleading, or malicious statements intended to harm LowLightKing. Breach may trigger injunctive relief and damages.

13) Data protection and privacy

13.1 Operational necessity. LowLightKing may process personal data (faces/voices/contact details) needed to deliver the Project.

13.2 Client as controller (common). Client warrants lawful basis to share personal data and instruct processing.

13.3 DPA. If Client requires a Data Processing Addendum, it must be signed before sensitive data transfer or before commencing work.

13.4 Access controls. LowLightKing may log access, downloads, and sharing for security and audit purposes.

14) Legal compliance, restricted content, and claims

14.1 Client warranties. Client warrants scripts/claims/materials/instructions are accurate, substantiated, lawful, non-infringing, non-defamatory, and compliant with advertising/consumer laws, privacy laws, sanctions/export controls, and anti-bribery laws.

14.2 No legal clearance by default. LowLightKing does not provide legal advice or regulatory/broadcast clearance unless expressly contracted.

14.3 Right to refuse. LowLightKing may refuse or stop work that is unlawful, unsafe, discriminatory, or presents unacceptable legal/reputation risk.

14A) Client Content, Script & Distribution Compliance

14A.1 LowLightKing as production-only service provider. LowLightKing is engaged solely to provide production, post-production, scripting, storyboarding, and related creative-technical services. LowLightKing does not act as publisher, broadcaster, advertiser, data controller for end recipients, or distributor of Client content. LowLightKing produces content on Client’s instruction and under Client’s approval.

14A.2 Client is solely responsible for compliance. Client bears exclusive responsibility for ensuring that all content produced under these Terms — including scripts, storyboards, pitch decks, video deliverables, animation, audio, and all other assets — complies with all applicable laws governing the creation, storage, distribution, and use of such content, including without limitation:

(a) The Information Technology Act, 2000 (as amended), including the Intermediary Guidelines and Digital Media Ethics Code Rules, 2021. LowLightKing’s position as a service provider is protected under Section 79 of the IT Act, 2000 to the extent applicable. Client acknowledges that LowLightKing relies on the accuracy and lawfulness of Client-supplied briefs, instructions, materials, and approvals.

(b) The Consumer Protection Act, 2019, the Advertising Standards Council of India (ASCI) Code, and all applicable rules on misleading, false, or unsubstantiated advertising claims. Client warrants that all product claims, performance claims, testimonials, comparisons, and representations in scripts and deliverables are accurate, substantiated, and compliant.

(c) The Digital Personal Data Protection Act, 2023 (India) and any applicable Rules, including the requirement to obtain valid consent from data principals whose personal data (including faces, voices, and contact details) appears in or is collected through distributed content.

(d) The General Data Protection Regulation (EU) 2016/679, the UK GDPR, and equivalent data protection laws in any jurisdiction where Client distributes the content, to the extent those laws apply to Client’s processing operations.

(e) Any sector-specific regulatory requirements applicable to Client’s industry (including SEBI Regulations, IRDAI guidelines, healthcare advertising standards, or other regulated industry requirements), where content relates to financial products, insurance, healthcare, or other regulated sectors.

(f) Anti-spam, unsolicited communications, and electronic marketing laws in any jurisdiction where Client uses deliverables in outreach, email, or paid media campaigns, including the Telecom Commercial Communications Customer Preference Regulations (TCCCPR) and equivalent rules.

14A.3 Scripts, storyboards, and pitch decks. Where LowLightKing prepares scripts, storyboards, or pitch decks on behalf of Client, such documents are prepared based on Client’s brief, instructions, and factual inputs. Client is responsible for reviewing all such documents for accuracy, compliance, and lawfulness before approving production to proceed. Approval constitutes Client’s confirmation that the content is accurate, substantiated, lawful, and compliant with all applicable laws and regulations.

14A.4 No legal clearance by LowLightKing. LowLightKing does not provide legal advice, regulatory clearance, advertising pre-clearance, compliance certification, or broadcast clearance for any content it produces. Clients requiring legal review of content prior to distribution must engage independent legal counsel at their own cost.

14A.5 Client indemnity for content compliance. Client shall indemnify and hold harmless LowLightKing, its directors, employees, contractors, and agents from and against all claims, losses, penalties, regulatory actions, fines, damages, costs, and legal fees arising from Client’s failure to comply with applicable laws governing the use and distribution of content produced under these Terms, including claims arising from misleading advertising, data protection breaches, regulatory violations, defamation, IP infringement in Client Materials, and any statutory compliance failures arising from the use of deliverables.

15) Overtime, wait-time, hold-time matrix (billable)

15.1 Shoot overtime. Time beyond scheduled shoot hours is billable per crew member and equipment package at rates in SOW or standard rate card.

15.2 Client-caused waiting. Delays from Client approvals, talent readiness, location access, or stakeholder availability are billable from call time.

15.3 Post-production overages. Additional edit sessions and overage hours beyond scope are billable.

16) Equipment, locations, and damage

16.1 Client-caused damage. Client is responsible for full repair/replacement cost, downtime, and third-party claims caused by Client personnel/invitees.

16.2 Risky environments. LowLightKing may require additional safety measures/insurance or refuse performance.

16.3 Unauthorized recording. LowLightKing may prohibit unauthorized BTS recording and may remove violators from set.

17) Insurance and high-risk activities

17.1 Client insurance obligations. Unless stated, Client is responsible for public liability insurance at locations and any required event coverage.

17.2 Special risk coverage. Client must obtain and maintain insurance for stunts, vehicles, drones, water filming, pyrotechnics, hazardous sites, and any high-risk activities, and provide proof upon request.

17.3 Refusal right. LowLightKing may refuse performance if adequate insurance or safety measures are not in place.

17.4 Drone / Aerial Filming. Aerial filming using Unmanned Aircraft Systems (UAS/drones) is subject to the Drone Rules, 2021 (DGCA), including DigitalSky platform authorisations and zone permissions. The party responsible for DGCA approvals and airspace authorisations will be specified in the SOW. Where assigned to LowLightKing, approvals are billable and subject to DGCA timelines. LowLightKing is not liable for delays, cancellations, or scope changes from DGCA timelines or airspace restrictions.

18) AI / synthetic media clause (Client bears risk)

If Client requests AI voices, AI faces, synthetic actors, deepfake-style alterations, AI-generated scripts, or AI assets:

18A. Disclosure Obligations — Synthetic / AI-Generated Content (IT Rules 2023). Where Deliverables include synthetic or AI-generated content (including AI voices, AI faces, AI-generated scripts, deepfake-style alterations, or other synthetically generated media), Client is responsible for all required disclosure and labelling obligations under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended effective 15 November 2025, including requirements to label synthetically generated content on digital platforms. LowLightKing may apply technical watermarks or metadata to AI-generated Deliverables to support compliance. Client must not remove such watermarks or metadata prior to platform distribution without LowLightKing’s written consent.

Client warrants it has all rights/consents and lawful basis
Client bears all compliance and disclosure obligations
LowLightKing may refuse requests that present unacceptable legal/reputation risk

19) Warranties and disclaimers

19.1 Limited warranty. LowLightKing warrants Services will be performed professionally consistent with industry standards.

19.2 Disclaimer. To the maximum extent permitted by law, LowLightKing disclaims all implied warranties (fitness, merchantability, uninterrupted availability, error-free outcomes).

19.3 No guarantee. No guarantee of views, conversions, revenue, PR outcomes, platform performance, or audience response.

20) Exclusive remedy for technical defects

For verified technical defects solely attributable to LowLightKing (e.g., corrupted export, incorrect codec, audio sync issues), Client’s exclusive remedy is re-export/correction within a reasonable time. No refunds or damages beyond the liability cap.

21) Limitation of liability

21.1 Liability cap. Total liability is capped at fees paid to LowLightKing under the specific SOW giving rise to the claim.

21.2 No consequential damages. No liability for indirect/consequential/punitive damages, loss of profit, business interruption, goodwill, or loss of data.

21.3 Client-controlled factors. No liability for delays due to Client, talent, authorities, weather, platform outages, or third-party licensing failures from Client-supplied assets.

21.4 Time bar. Claims must be brought within 6 months of final delivery/deemed acceptance, unless prohibited by law.

22) Indemnification

22.1 Client indemnity. Client will defend, indemnify, and hold harmless LowLightKing (including owners, employees, contractors, and agents) from claims, losses, liabilities, penalties, damages, costs, and legal fees arising from:

Client Materials (IP infringement, defamation, unlawful claims)
Client instructions, approvals, and use/distribution
failure to obtain releases/permissions where Client is responsible
unsafe locations/conditions controlled by Client
Client breach of these Terms or applicable law
modifications made by Client/third parties after delivery
chargebacks, payment disputes, or banking failures caused by Client

22.2 Indemnity process. LowLightKing will notify Client. Client controls defense and settlement, provided no settlement admits fault by LowLightKing or imposes obligations on LowLightKing without written consent.

22.3 LowLightKing indemnity (limited). LowLightKing indemnifies Client only for third-party claims that Deliverables (excluding Client Materials) infringe IP, limited to the liability cap and subject to prompt notice and defense control.

23) Termination

23.1 Termination for convenience (Client). Client may terminate in writing. Client pays all work performed up to termination plus committed costs and kill fees (Section 6).

23.2 Termination for cause (LowLightKing). LowLightKing may terminate immediately for non-payment, unlawful requests, safety risks, harassment, or material breach.

23.3 Effect of termination. No rights transfer until full payment. Unpaid Deliverables may be withheld.

24) Force majeure

Neither party is liable for delays from events beyond reasonable control (acts of God, war, strikes, pandemics, government actions, power/internet outages). Client remains responsible for incurred costs and rescheduling fees.

25) Trademark and brand protection (LowLightKing)

25.1 Ownership. LowLightKing Marks are owned exclusively by LowLightKing.

25.2 No implied license. Client receives no rights in LowLightKing Marks except as expressly granted in writing.

25.3 Limited reference use. Client may reference LowLightKing as production vendor only in factual credits/vendor lists, without implying endorsement.

25.4 Prohibited uses. Client must not:

register domains, social handles, or business names confusingly similar to LowLightKing
use LowLightKing Marks in paid ads, PR, or announcements without written approval
remove/alter LowLightKing watermarks/metadata prior to full payment
represent LowLightKing as a partner/agent/affiliate

25.5 Injunctive relief. Unauthorized use of LowLightKing Marks or leakage of confidential production materials constitutes irreparable harm. LowLightKing may seek injunctive relief without proving damages.

26) “No refunds once resources are committed” (explicit)

Once production resources are committed (crew booked, equipment reserved, locations held, schedules blocked, vendors engaged), no refunds apply. Cancellations are governed by Section 6.

27) Dispute resolution, governing law, and arbitration — Kochi, Kerala, India

27.1 Good-faith negotiation first. Parties will attempt good-faith resolution for 14 days.

27.2 Arbitration (confidential). Unless prohibited by law, all disputes shall be finally resolved by confidential arbitration in Kochi, Kerala, India, by a sole arbitrator mutually appointed. If the parties cannot agree on an arbitrator within 14 days of a written request by either party, the arbitrator shall be appointed by the Kochi International Arbitration Centre (KIAC), or by such other institution as the parties may agree in writing. Arbitration shall be conducted in English. The arbitral award is final and binding. Such arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended by the Arbitration and Conciliation (Amendment) Act, 2019 and 2021). The seat and venue of arbitration shall be Kochi, Kerala, India.

27.3 Courts. Courts at Kochi, Kerala, India have exclusive jurisdiction for interim relief, injunctions, enforcement of arbitral awards, or where arbitration is unenforceable.

27.4 International enforcement. Awards/judgments may be enforced in any competent jurisdiction.

27.5 Injunctive relief preserved. LowLightKing may seek injunctive relief for IP/trademark/confidentiality breaches in any competent court.

27.6 Governing law. These Terms are governed by the laws of India and the State of Kerala, without regard to conflict-of-law principles, except where mandatory local law requires otherwise.

28) Notices

Notices must be in writing to [email protected] and Client’s designated email in the SOW/proposal. Email notice is deemed received when acknowledged or sent without bounce.

29) Miscellaneous

29.1 Entire agreement. These Terms + SOW/proposal are the entire agreement for the Project.

29.2 Severability. If any clause is invalid, the rest remains enforceable.

29.3 No waiver. Failure to enforce any right is not a waiver.

29.4 Assignment. Client may not assign without written consent. LowLightKing may assign to affiliates or successors.

29.5 Independent contractors. No partnership, employment, or agency relationship is created.

29.6 Electronic acceptance. Email approvals, click-acceptance, electronic signatures, and payments are binding acceptance. Electronic signatures and electronic records are legally valid under the Information Technology Act, 2000 (as amended), including Sections 3A (electronic signature), 5 (legal recognition), and 10A (validity of contracts formed electronically). The parties confirm these Terms and any acceptance constitute a binding contract under Indian law.

Proposal / Invoice Acceptance Line

By approving a proposal, issuing a PO, paying any invoice/deposit, or instructing LowLightKing to commence work, Client agrees to these Terms & Conditions (including arbitration in Kochi, Kerala, India).

Terms and Conditions