Terms & Conditions for DiBha Consulting
Last Updated: [Last date of revision: 09112025]
- Agreement to Terms & Engagement
These Terms and Conditions (“Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you,” “Client”), and DiBha Consulting (“DiBha Consulting,” “we,” “us,” or “our”), concerning your access to and use of the dibhaconsulting.com website as well as any other media form, media channel, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).
These Terms and Conditions (“Terms”) govern your use of the dibhaconsulting.com website (the “Site”) and, most importantly, form the foundation for all bespoke branding consulting services (“Services”) provided by DiBha Consulting (“we,” “us,” or “our”).
DiBha Consulting is a branding consulting firm established in Bangalore, India, specializing in bespoke branding solutions. By accessing the Site, engaging our services, or making a payment, you agree to be bound by all of these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using the Site and must discontinue use immediately.
By engaging our Services (through signing a contract, making a payment, or providing a brief), you acknowledge that you have read, understood, and agree to be bound by these Terms. DiBha Consulting is a specialized branding firm established in Bangalore, India, and these Terms are designed to ensure a clear, professional, and productive client relationship
- Services Offered
DiBha Consulting provides expert branding consulting services, including but not limited to brand strategy, brand identity development, market research, and bespoke creative solutions (the “Services”).
Scope of Services & Engagement Management
- Scope of Work: The specific details, deliverables, timelines, and fees for any engagement will be outlined in a separate, mutually signed Service Agreement or Statement of Work (SOW). In the event of a conflict between these Terms and the SOW, the SOW shall govern with respect to the specific services covered therein.
- Bespoke Nature: All services are highly tailored to the Client’s specific needs. As such, requests for changes, revisions, or scope creep must be formally documented and may incur additional fees.
2.1 Defined Scope of Work (SOW)
The specific Services, deliverables, project phases, and expected outcomes will be exclusively defined in a mutually agreed & signed separate Statement of Work (SOW) or Service Agreement. DiBha Consulting will only be obligated to perform the tasks explicitly defined in the SOW.
2.2 Managing Scope Creep
Given the bespoke nature of our branding solutions, any requests by the Client for work that falls outside the defined scope of the current SOW (known as “Scope Creep”) must be formally submitted in writing and may incur additional charges. We reserve the right to:
- Decline the request.
- Require a formal Change Order that documents the modification, adjusts the project timeline, and specifies the associated additional fees. Services related to a Change Order will not commence until the Change Order is mutually signed.
2.3 Consultant Standard of Care
We agree to perform the Services in a professional manner, utilizing reasonable care and skill consistent with recognized professional standards for branding consulting services. We do not guarantee specific business results or financial outcomes, as these are dependent on factors out of our control.
- Client Cooperation and Reliance on Information
As a Client engaging DiBha Consulting, you agree to:
- Provide timely, accurate, and complete information and materials required for us to perform the Services.
- Appoint a designated point of contact to facilitate effective communication and decision-making.
- Provide timely approvals, feedback, and sign-offs as outlined in the SOW. Delays in providing required information or feedback may impact project timelines.
- Ensure that all content, logos, trademarks, and materials you provide to us do not infringe upon the intellectual property rights of any third party
3.1 Client Obligations
The success of the Services depends significantly on the timely and quality input from the Client. The Client agrees to:
- Provide a dedicated Client Project Lead for all communication and decision-making.
- Provide all necessary access, information, pre-existing materials, third-party approvals, and feedback (collectively, “Client Materials”) within the agreed timelines.
- Acknowledge that any failure or delay in providing Client Materials may necessitate project timeline adjustments and, potentially, additional fees.
3.2 Accuracy of Client Materials
DiBha Consulting will be entitled to rely on the accuracy and completeness of all Client Materials and representations made by the Client’s personnel. The Client warrants that all Client Materials provided do not infringe on the intellectual property or other rights of any third party.
- Fees, Payments, and Refunds
- Pricing: All fees for Services will be specified in the SOW. Unless otherwise stated, all prices are in Indian Rupees(INR) and are exclusive of any applicable taxes (GST, VAT, etc.), which will be itemized separately.
- Payment Schedule: Services typically require an upfront retainer or deposit, with subsequent milestone payments as defined in the SOW.
- Invoicing: Invoices are due upon receipt or within the timeline specified on the invoice. Failure to make payments within the specified timeframe may result in a suspension of services and/or applicable late fees.
- Refunds: Given the bespoke and specialized nature of our consulting services, fees paid are generally non-refundable. Any exceptions will be explicitly detailed in the SOW or governed by the terms of the specific project cancellation clause.
- Intellectual Property Rights
- Pre-existing IP: Any intellectual property (IP) owned by the Client or DiBha Consulting prior to the engagement will remain the exclusive property of the respective party.
- Project Deliverables: Upon full and final payment for the Services, DiBha Consulting will assign to the Client the copyright and ownership of the final, agreed-upon branding deliverables created specifically for the Client under the SOW (e.g., final logo files, brand strategy document).
- DiBha Consulting IP: DiBha Consulting retains the rights to use proprietary methodologies, processes, creative concepts, general know-how, and internal tools developed and used in performing the Services.
- Confidentiality
Both parties agree to treat all non-public information received from the other party and designated as confidential, or that reasonably should be considered confidential, as strictly confidential. This includes, but is not limited to, business plans, financial data, project details, and proprietary methodologies. This obligation survives the termination of the engagement.
- Limitation of Liability
In no event will DiBha Consulting, its directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Site or the Services, even if we have been advised of the possibility of such damages. Our total liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the lesser of the amount paid, if any, by you to us during the six (6) month period prior to any cause of action arising, or the maximum monetary limit will not exceed INR 50,000.
- Termination
We, Dibha Consulting, reserve the right to suspend or terminate your access to the Site or the Services immediately, without notice, if you breach any of these Terms. Provisions of the SOW will govern termination of an active service engagement.
- Governing Law and Dispute Resolution
These Terms and your use of the Site and Services are governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in Bangalore, Karnataka, India.
- Contact Information
For any questions regarding these Terms & Conditions, please contact us at:
DiBha Consulting, J. P Nagar, Bangalore 560078; Email:info@dibhaconsulting.com Phone: +91 9991119990
STATEMENT OF WORK (SOW)
Pursuant to the Terms & Conditions of DiBha Consulting (Last Updated: 09112025)
1. Project Identification & Parties
Field | Detail |
SOW Title | [Client Company Name] – [Project Name, e.g., Next-Gen Brand Strategy & Identity] |
SOW Version/Date | V[1.0] / [Date: DD-MM-YYYY] |
Client Name | [Client Company Full Legal Name] |
Client Primary Contact | [Name, Title, Email, Phone] |
DiBha Consulting | DiBha Consulting |
DiBha Project Lead | [Name, Title, Email, Phone] |
Governing T&C Date | [Date of DiBha Consulting’s current T&C] |
2. Project Background & Objectives
2.1. Project Context
- Client Status: Briefly describe the client’s current brand situation (e.g., Launching a new division, rebranding to target a younger market, post-merger integration).
- Project Need: State the core business problem DiBha Consulting is being engaged to solve. (Example: “The current brand identity does not resonate with our target Gen Z audience, leading to poor conversion rates on digital channels.”)
2.2. Success Objectives (Measurable Outcomes)
- Define specific, measurable goals against which the project will be evaluated.
- Example 1 (Strategy): Deliver a validated Brand Strategy document and a clear Brand Messaging Guide.
- Example 2 (Design): Create a comprehensive Brand Identity System, including primary logo, color palette, and typography.
- Example 3 (Client Goal): Provide the necessary foundation to increase social media engagement by 30% within 6 months of launch. (Note: DiBha Consulting’s role is delivery; actual performance relies on client execution.)
3. Scope of Work (Inclusions & Exclusions)
3.1. Inclusions: Detailed Services and Tasks
This is a breakdown of the specific consulting phases and services DiBha Consulting will execute.Phase | Duration (Weeks) | Key Activities / Consulting Tasks |
Phase 1: Discovery & Audit | [2 weeks] | Comprehensive brand audit (internal/external), stakeholder interviews, competitive analysis, market positioning workshop. |
Phase 2: Strategy Definition | [3 weeks] | Development of Brand Essence, Purpose, Values, Target Audience Personas, and Unique Value Proposition (UVP). |
Phase 3: Creative Concepting | [4 weeks] | Presentation of 3 distinct conceptual directions for the brand identity, followed by client feedback and selection. |
Phase 4: Design & Refinement | [3 weeks] | Development of the chosen concept into the final logo, color system, and basic collateral elements. |
Phase 5: Final Handover | [1 week] | Final production of all files and delivery of the final Brand Guidelines document. |
3.2. Exclusions (Crucial for Scope Management)
The following items are explicitly excluded from this SOW and would require a formal Change Order (Section 7):
- Development of a website or coding of any kind.
- Production of physical marketing materials (e.g., printing of brochures).
- Search Engine Optimization (SEO) strategy or execution.
- Media planning, buying, or campaign management.
- Development of any deliverables not explicitly listed in Section 4.
4. Deliverables & Acceptance Criteria
All deliverables must meet the Acceptance Criteria defined below before DiBha Consulting can proceed to the next milestone or receive the associated payment.
Deliverable | Format / Quantity | Acceptance Criteria | Due Date / Milestone |
Brand Audit Report | 1 x PDF Document | Documented sign-off from Client Project Lead confirming accuracy of findings. | End of Phase 1 |
Final Brand Strategy | 1 x Master PDF | Written approval confirming alignment with stated objectives (Section 2.2). | End of Phase 2 |
Logo Suite | [x] variations (Vector, PNG, JPG) | Client sign-off on the single final design chosen from the conceptual round. | End of Phase 4 |
Brand Guidelines | 1 x Final PDF / Source File | Documented final sign-off confirming the guide is complete and accurate. | End of Phase 5 |
5. Project Timeline & Milestones
- Project Start Date: [DD-MM-YYYY]
- Estimated Completion Date: [DD-MM-YYYY] ([X] weeks from start)
Milestone / Deliverable | Target Completion Date | Client Review Period (Max Days) | Payment Due (Linked to Section 6) |
Project Kickoff | [DD-MM-YYYY] | N/A | Payment 1 (Retainer) |
Strategy Phase Complete | [DD-MM-YYYY] | 5 Business Days | Payment 2 |
Design Phase Complete | [DD-MM-YYYY] | 5 Business Days | Payment 3 |
Final Handover & Closure | [DD-MM-YYYY] | 3 Business Days | Payment 4 (Final) |
6. Financial Agreement & Payment Schedule
Payment Milestone | Due Date | Fee Amount (Excl. Tax) | Notes |
Payment 1: Retainer | Upon SOW Signing | [30%] of Total Fee | Non-refundable; secures project commencement. |
Payment 2: Strategy Complete | End of Phase 2 | [30%] of Total Fee | Due upon Client Acceptance of Brand Strategy. |
Payment 3: Design Complete | End of Phase 4 | [30%] of Total Fee | Due upon Client Acceptance of Logo Suite. |
Payment 4: Final Closure | End of Phase 5 | [10%] of Total Fee | Due upon final handover and sign-off. |
Total Project Fee | [Total Project Fee Amount] |
- Taxes: All fees are exclusive of GST or other applicable taxes, which will be added to invoices at the prevailing rate.
- Expenses: Pre-approved out-of-pocket expenses (e.g., specialized software licenses, commercial image licensing beyond standard use) will be billed separately at cost.
7. Change Management Process
Any work requested by the Client that falls outside the defined scope of Section 3.1 must follow this process:
- The Client submits a written Change Request (CR) detailing the required addition/change.
- DiBha Consulting will evaluate the CR and provide a Change Order (CO) within [3] business days, outlining the revised scope, impact on the timeline, and any associated cost increase.
- Work on the change will only commence after the CO is formally signed and agreed upon by both the Client and DiBha Project Lead, and any required additional retainer fee is paid.
8. Assumptions and Dependencies
This SOW is based on the following critical assumptions. Changes to these assumptions may impact the timeline or cost.
- The Client will provide all requested pre-existing assets and necessary access (e.g., previous research, market data) within 48 hours of request.
- All client feedback and approvals will be provided by the designated Client Project Lead within the Maximum Review Period specified in Section 5.
- The final deliverables will be approved for use by the Client’s internal legal and marketing departments prior to final sign-off. DiBha Consulting is not responsible for securing third-party trademark clearance.
9. Authorization and Agreement
By signing below, the parties agree to all terms and conditions set forth in this Statement of Work and the DiBha Consulting Terms & Conditions referenced in Section 1.
DiBha Consulting | Client Company Name |
Signature: | Signature: |
Name: | Name: |
Title: | Title: |
Date: | Date: |
X ENDS X
