Wordsmith Creations

Legal & Compliance

Terms of Service

Terms of Service

Wordsmith Creations Effective Date: 18 April 2026
Last Revised: 18 April 2026
Version: 2.0 (High-Density Compliance)

Every engagement between Wordsmith Creations and The Client is a considered act of craft. These Terms define the ironclad framework within which that craft is delivered — with surgical precision, mutual respect, and the permanence of ink.

1. Definitions & Interpretation

1.1 Defined Terms

"The Agency" means Wordsmith Creations, a premium digital architecture agency registered under the laws of India, with its principal place of business in Noida, Uttar Pradesh, India.

"The Client" means the entity that has engaged The Agency for services, as identified in the applicable Project Agreement or Statement of Work.

"Agency Tools" means all proprietary frameworks, libraries, methodologies, AI prompts, build systems, and "Midnight Opulence" boilerplate code owned by The Agency independently of any Client engagement.

"Kill-Fee" means a contractual cancellation fee payable by The Client upon abandonment or early termination of a project, as defined in Section 9.

2. Agreement & Engagement

2.1 Formation of Agreement

The Agreement is formed upon: (a) The Client's digital acceptance of an SOW; (b) Payment of any deposit or retainer; or (c) The Client's express written instruction to commence architectural work.

2.2 Precedence

In the event of inconsistency, the specific Statement of Work (SOW) shall prevail over these general Terms.

3. Scope of Services

3.1 Service Categories

Wordsmith Creations provides:

  • High-Performance Web Architecture: Next.js/React development and Hostinger-optimized deployment.
  • AI-Driven SEO: Strategic search engine optimization utilizing proprietary AI methodologies.
  • Digital Authority Branding: Premium visual language and brand guidelines.

3.2 No Guarantee of Third-Party Outcomes

While we engineer for success, SEO results and conversion rates are subject to third-party algorithms (Google, OpenAI, Meta). The Agency makes no warranty that Services will achieve specific rankings or revenue targets.

4. Intellectual Property Rights

4.1 Conditional Transfer of Ownership

Subject to full and final payment, The Agency assigns to The Client all rights to the bespoke elements created specifically for them. Until full payment is received, The Agency retains all intellectual property rights.

4.2 Retained Agency Tools

The Agency expressly retains ownership of all Agency Tools and Pre-existing Code (e.g., our internal Next.js frameworks). The Client receives a non-exclusive, perpetual license to use these elements solely as part of the delivered project.

5. Client Responsibilities

5.1 Impact of Client Delays

Project timelines are contingent upon timely feedback. Delays exceeding thirty (30) days may be treated as a Client-initiated suspension, invoking the Kill-Fee provisions in Section 9.

5.2 Accuracy of Content

The Client warrants that all provided content is lawful. The Agency disclaims all liability for infringing or defamatory content provided by The Client.

6. Financial Terms

6.1 Payment Structure (Standard)

  • Deposit (50%): Required to initiate the project bridge.
  • Milestone (25%): Due upon mid-project architectural review.
  • Final (25%): Due prior to live deployment or ownership transfer.

6.2 Late Payment

Invoices unpaid after 14 days accrue interest at 1.5% per month. The Agency reserves the right to suspend all active server infrastructure for unpaid accounts.

7. Termination & Kill-Fees

7.1 Kill-Fee Structure

If a project is terminated early by The Client, the following fees apply based on the total project value:

  • Before commencement: 25%
  • Before 50% completion: 50%
  • After 50% completion: 75%
  • Final delivery stage: 100%

8. Limitation of Liability

8.1 Exclusion of Indirect Loss

The Agency shall not be liable for any indirect, consequential, or punitive damages, including loss of profit or reputational damage.

8.2 Hostinger & Third-Party Infrastructure

The Agency utilizes Hostinger as its infrastructure partner. The Agency expressly disclaims liability for service downtime, data loss, or security breaches attributable to Hostinger’s global hardware or network layer.

8.3 OpenAI & AI Hallucinations

The Agency is not liable for inaccuracies or "hallucinations" generated by third-party AI APIs (OpenAI). Our role is limited to the professional configuration of these tools.

9. Dispute Resolution

9.1 Good Faith Negotiation

The parties shall first attempt to resolve disputes through negotiation for a period of thirty (30) days.

9.2 Governing Law & Jurisdiction

This Agreement is governed by the laws of India. The parties submit to the exclusive jurisdiction of the courts of Noida, Uttar Pradesh, India.

10. General Provisions

10.1 Entire Agreement

This document, alongside the Privacy Policy and Cookie Policy, constitutes the entire agreement between the parties.

10.2 Notices

All formal legal notices must be delivered via email to: legal@wordsmithcreations.com.

These Terms of Service are issued by the Wordsmith Principal Office, Noida, India. Unauthorized reproduction of this legal architecture is strictly prohibited.