Terms of Service

1. Parties and scope

These Terms of Service ("Terms") form the legally binding agreement between SurtAI ("we", "us", "our"), an AI-native creative studio based in India, and any business entity or individual acting in a commercial capacity ("you", "Client") that engages us to produce AI video content.

These Terms apply to all projects regardless of the Client's location. They are intended to govern a commercial, B2B relationship. If you are an individual acting as a consumer rather than a business, please contact us before engaging so we can discuss applicable terms.

2. Services

SurtAI produces AI video content using an AI-native production workflow under senior creative direction. Current service categories include:

• AI Video Ads — 30–60 second conversion-optimised films.
• Brand Films — 60–120 second story-led brand narrative films.
• Documentaries — long-form credibility and fundraise films.
• National TVCs — multi-city campaign-level productions.
• Additional cuts, regional language versions, and vertical reframes — as specified in the project scope.

The precise deliverables, format, duration, revision rounds, and price for each project are confirmed in writing before production begins. Nothing is assumed. Any element not explicitly confirmed in writing is not included in scope.

3. Pre-production requirements

Before any creative work commences, the following sequence applies:

• A Non-Disclosure Agreement (NDA) is signed by both parties before any creative brief, concept, or brand-sensitive information is shared.
• The full project scope — deliverables, timeline, price, revision rounds, and approval windows — is confirmed in writing.
• The 35% Concept and Planning Fee is received in full by SurtAI.

SurtAI reserves the right to decline any brief that conflicts with applicable law, ASCI advertising standards, our ethical standards, or the integrity of our creative process.

4. The client journey and approval gates

Every project follows a structured workflow with defined approval gates. Each gate has a stated response window, confirmed in your project schedule at the start of the engagement. The gates are:

• Concept outline — 3-working-day response window.
• Storyboard — 5-working-day response window.
• Character and location brief — 3-working-day response window.
• Animatic — 5-working-day response window.
• Picture lock — 3-working-day response window. This is the formal gate separating the two payment phases.
• Final film — 48-hour response window before delivery.

Timeline protection: If you do not respond within a stated response window, the project timeline advances. You accept the current version as approved, or may request a change at additional cost. This rule is stated in your signed project schedule and is the mechanism that makes 2–3 week delivery possible. Delays arising from late client approvals are not SurtAI's responsibility and do not entitle the Client to a revised delivery date at no additional cost.

48-hour no-change window: No change requests are accepted within 48 hours of the agreed final delivery date. This window is for SurtAI's quality control only. This clause is included in every project contract.

5. Payment terms

5.1 Two-phase payment structure

All projects are invoiced in two stages, each tied to a defined milestone:

• 35% — Concept and Planning Fee. Due before any work begins. Covers strategic discovery, competitive context analysis, character and location research, concept development, storyboard, and animatic. This fee is earned upon commencement of this work and is non-refundable once paid. See the Refund and Cancellation Policy for full details.
• 65% — Production and Delivery Fee. Covers image generation, animation, editing, colour grade, sound design, music, transitions, all agreed delivery masters, and two (2) rounds of revisions. This fee is invoiced only after you have given explicit written approval of the Picture Lock version. It is payable before delivery of final masters.

5.2 Payment methods and currency

• International clients — invoiced in USD, processed via Stripe. Accepts major credit cards, Apple Pay, and Google Pay.
• Indian clients — invoiced in INR, processed via Razorpay. Accepts credit/debit cards, UPI, net banking, and corporate wallets.

Secure payment links are issued to your registered email address only. SurtAI will never request payment details by telephone, messaging application, or email. Any such request purporting to be from SurtAI should be treated as fraudulent.

5.3 Taxes

All fees to Indian clients are subject to GST at the applicable rate, shown separately on each invoice. International clients are invoiced exclusive of Indian GST, as the export of services outside India is treated as a zero-rated supply under the IGST Act 2017. Clients are solely responsible for any taxes applicable in their own jurisdiction, including withholding taxes, VAT, or sales tax. SurtAI will provide tax documentation upon request.

5.4 Late payment

If the Production and Delivery Fee remains unpaid for more than 14 days after the invoice date — without prior written agreement — SurtAI reserves the right to withhold delivery of final assets until the outstanding amount is settled in full.

5.5 Additional fees

The following are not included in base project fees unless explicitly stated in the written scope: usage rights (digital or national), additional cuts or formats, regional language versions, post-delivery revision retainers, and major change orders. All additional fees are confirmed in writing before work begins.

6. Intellectual property

6.1 Ownership of the finished film

Upon receipt of full and final payment (both the 35% and 65% instalments), all rights in the finished film — including the right to reproduce, distribute, publicly display, and modify it — transfer to the Client for commercial and non-commercial use without restriction or ongoing licence fees, to the extent that SurtAI is legally able to grant such rights.

6.2 AI-generated content — copyright acknowledgement

The Client acknowledges that the copyright status of AI-generated content is subject to ongoing legal development in India, the United States, the European Union, and other jurisdictions. Copyright law in these jurisdictions has traditionally required human authorship for protection to subsist. SurtAI makes no warranty that the delivered film or its constituent AI-generated elements will qualify for copyright protection in any jurisdiction. The rights transferred under clause 6.1 are limited to the rights SurtAI is legally able to grant. SurtAI does not warrant the subsistence of copyright in any AI-generated component of the delivered work. Both parties acknowledge the commissioned nature of the work and agree to cooperate in good faith if copyright questions arise after delivery.

6.3 Production IP retained by SurtAI

The following remain the exclusive intellectual property of SurtAI, regardless of payment received: all AI generation prompts, production workflows, proprietary techniques, underlying production files (Resolve projects, raw Kling animation exports, raw image generation outputs), and audio stems. These are not transferred to the Client unless explicitly agreed in a separate written agreement at additional cost.

6.4 Client-provided assets

You warrant that all assets, logos, brand guidelines, footage, briefs, and other materials you provide are owned by you or that you hold the rights necessary for this use. You shall indemnify SurtAI and hold SurtAI harmless against any third-party intellectual property claim, loss, or expense arising directly from materials you have provided.

6.5 Client content compliance

You warrant that all materials, briefs, and instructions you provide to SurtAI are lawful, do not infringe any third-party rights, and comply with applicable advertising standards, including ASCI guidelines (India) and FTC guidelines (US). You are responsible for obtaining any required permissions relating to heritage monuments, protected sites, religious imagery, or regulated product categories (alcohol, finance, pharma, etc.) that appear in or are referenced by your brief. SurtAI will flag potential concerns during the storyboard stage but does not carry legal liability for third-party clearances.

6.6 AI platform terms

SurtAI warrants that it uses AI production platforms under terms that permit commercial use and client delivery of outputs at the time of production. SurtAI does not warrant the continued compliance of third-party platform terms with any specific use case beyond the production period.

6.7 Portfolio and promotional use

SurtAI reserves the right to use the finished film in its portfolio, website, social media channels, pitch materials, and business development content, unless the Client requests in writing — at the time of scoping — that the project remain confidential. Confidentiality requests will be considered and responded to in writing before the project scope is confirmed.

7. Data security acknowledgement

The Client acknowledges that production involves submission of brand-related creative materials to third-party AI platforms (image generation, animation, and related tools). The Client is responsible for confirming that this is permissible under their internal data policies, confidentiality obligations, and legal compliance requirements — including any restrictions on submitting material non-public information to external platforms. SurtAI uses enterprise-tier API access where available. SurtAI is not responsible for the data practices of third-party AI platforms once materials are submitted.

8. Non-compete and exclusivity

During the production period and for 90 days following final delivery, SurtAI will not accept a competing brief from a direct competitor of the Client operating in the same primary product category and target geography, unless both parties agree otherwise in writing. A direct competitor is defined as a brand whose primary commercial offering is substantially the same as the Client's, sold into the same primary market geography. This clause does not restrict SurtAI from accepting projects in adjacent industries, different geographies, or different product categories.

9. Revisions and change management

9.1 Included revisions

Two (2) rounds of revisions are included in the Production and Delivery Fee. A revision round is a consolidated set of change requests submitted in a single written communication. Revisions must be submitted within the stated response windows. Revision requests submitted after the 48-hour no-change window closes will be treated as post-delivery work and quoted separately.

9.2 Minor and major changes

Changes are classified as Minor (included within revision rounds) or Major (require a signed change order and additional fee). A change is Major if it requires regeneration of any AI-generated image or animation, changes to scene order or shot timing beyond one second, replacement of any character or location, changes to the music track, addition or modification of voiceover, changes to Fusion morphing transitions, or any other change requiring more than one DaVinci Resolve page to implement.

A change order must be signed in writing by the Client before any Major change work begins. Change orders include the additional fee, a revised delivery date, and a description of the change.

9.3 Picture lock

Picture lock is the Client's formal written approval that the edit — every cut point, transition, and frame — is final. The colour grade, sound design, music composition, and Fusion transitions are all built on picture lock. Changes requested after picture lock that affect timing, structure, or any element on which downstream work has been built are Major changes and will be assessed accordingly.

10. Timelines and delivery

Estimated delivery timelines are confirmed at scoping. Timelines assume timely receipt of Client approvals within stated response windows and timely provision of any requested Client assets. SurtAI will notify the Client promptly of any delay on SurtAI's part. Delays caused by late Client approvals or missing Client assets extend the delivery timeline by a corresponding amount and are not SurtAI's responsibility.

11. Asset archiving and retrieval

All project files are archived for 24 months from the date of final delivery. You will be notified by email before the archiving period expires, and given 30 days to request a copy of your project files. After this period, files are permanently deleted. Retrieval of archived files for future project versions during the 24-month period is available at the current day rate. SurtAI is not responsible for loss of files after the 24-month retention period.

12. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the project, consistent with the terms of the NDA signed at project initiation. SurtAI will not share your brief, brand strategy, creative concepts, or project details with any third party without your consent, except as necessary to deliver the project. SurtAI's production prompts, workflows, and methodologies are SurtAI's confidential information and must not be reproduced, shared, or reverse-engineered by the Client.

13. Limitation of liability

To the maximum extent permitted by applicable law, SurtAI's total aggregate liability to you — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — arising out of or in connection with these Terms or the services shall not exceed the total fees actually paid by you to SurtAI for the specific project giving rise to the claim.

Neither party shall be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to: loss of profits, loss of revenue, loss of anticipated savings, loss of data, loss of goodwill, business interruption, or loss of business opportunity — even if advised of the possibility of such damages and regardless of the legal theory on which the claim is based.

Nothing in these Terms limits or excludes liability that cannot be lawfully limited or excluded under applicable law, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

14. Warranties

SurtAI warrants that: (a) it will perform the services with reasonable skill and care; (b) the finished deliverables will substantially match the agreed written scope and creative brief; and (c) it holds the rights to the production methods and tools it uses at the time of production.

Except as set out in these Terms, all warranties, conditions, representations, and terms — whether express or implied by statute, common law, or otherwise — are excluded to the maximum extent permitted by applicable law. In particular, SurtAI does not warrant specific business outcomes, advertising performance metrics, conversion results, or commercial effectiveness of any delivered film.

15. Force majeure and AI platform dependency

Neither party shall be liable for failure or delay in performing obligations due to circumstances beyond their reasonable control, including acts of government, natural disasters, internet or infrastructure outages, third-party platform failures, or changes to AI platform availability or capabilities. The affected party shall give prompt written notice. If a force majeure event persists for more than 30 days, either party may terminate the project in writing. In such event, SurtAI shall retain the Concept and Planning Fee for work completed, and the Production Fee shall not be invoiced for work not yet commenced.

SurtAI's production workflow relies on third-party AI platforms whose availability, output quality, and terms of service may change. SurtAI does not warrant the continued availability of any specific AI platform. If a core production platform becomes unavailable during production, SurtAI will use a commercially equivalent alternative and notify the Client. Substitution of platforms does not constitute a breach of these Terms, provided the finished deliverables continue to meet the agreed creative brief.

16. Termination

Either party may terminate the project by giving written notice. The following consequences apply:

• Termination before concept alignment: No further amounts are owed. The 35% Concept and Planning Fee is retained by SurtAI as earned payment for work delivered.
• Termination after Picture Lock approval but before delivery: The Production Fee is payable in full, as production has been substantially completed on the basis of the Client's written approval.
• Termination mid-production: SurtAI will issue a fair and proportionate invoice reflecting work completed to date, agreed in writing by both parties. See the Refund and Cancellation Policy for further detail.
• Termination for cause by SurtAI: SurtAI may terminate immediately and without further obligation if the Client engages in abusive, unlawful, or threatening conduct, fails to pay an invoice within 30 days of the due date, or provides materials that are found to be unlawful or to infringe third-party rights.

17. Governing law and dispute resolution

These Terms are governed by the laws of India. In the event of any dispute, the parties shall first attempt to resolve it through good-faith written negotiation for a period of 30 days from written notice of the dispute.

If the dispute is not resolved within 30 days, it shall be finally settled by binding arbitration under the UNCITRAL Arbitration Rules, with the seat of arbitration in Nashik, India, conducted in English. The arbitral tribunal shall consist of one arbitrator. The arbitral award shall be final and binding on both parties and enforceable in any jurisdiction that is a signatory to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958 — which includes India, the United States, and all EU member states.

This arbitration clause does not prevent either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

18. General

18.1 Entire agreement

These Terms, together with the signed project scope document, NDA, and any signed change orders, constitute the entire agreement between the parties with respect to the subject matter, and supersede all prior discussions, representations, and agreements, whether oral or written.

18.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.

18.3 No waiver

SurtAI's failure to enforce any provision of these Terms on any occasion shall not constitute a waiver of SurtAI's right to enforce that provision or any other provision at any future time.

18.4 Assignment

You may not assign or transfer any rights or obligations under these Terms to a third party without SurtAI's prior written consent. SurtAI may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations under these Terms.

18.5 No third-party beneficiaries

These Terms confer no rights on any third party. Only the parties to these Terms may enforce them.

18.6 Notices

All formal notices under these Terms must be given in writing by email to the addresses used during the project engagement and will be deemed received on the next business day following transmission. Project approvals given by email constitute binding written notice for all purposes under these Terms.

19. Contact

• Email: hello@surtaistudio.com
• Phone: (+91) 630-093-6283