Design Retainer Agreement
This Design Retainer Agreement (the “Agreement”) is made on 15 October 2026 between Hillcrest Naturals Pvt Ltd, of Unit 204, Kamala Mills, Lower Parel, Mumbai, Maharashtra 400013 (the “Client”) and Tanvi Joshi Design Co., of Flat 7, Aboli Apartments, Kothrud, Pune, Maharashtra 411038 (the “Service Provider”), each a “Party” and together the “Parties”.
1. Services
The Service Provider will provide the following services (the “Services”):
(a)
Social media creatives and ad banners
(b)
Packaging and label design updates for existing products
(c)
Website banners and email newsletter graphics
(d)
Sales presentations and product catalogues
2. Term
This Agreement starts on 15 October 2026 and continues until the Services are completed, unless it is ended earlier under the Termination clause.
3. Fees and payment
The Client will pay the Service Provider a fixed fee of ₹60,000.00 for the Services.
Invoices are payable within 7 days of receipt. Fees are exclusive of applicable taxes such as GST or VAT, which the Client will pay in addition where they apply.
Expenses are reimbursed only if the Client approves them in writing in advance.
4. Revisions and acceptance
The fees include 2 rounds of revisions to each deliverable. Further changes will be quoted separately.
The Client will review each deliverable and raise any issues within 7 days of delivery. A deliverable is treated as accepted if no specific issues are raised in that time.
5. Changes to the work
Either Party may request changes to the Services. A change takes effect only when both Parties agree it in writing, including any change to fees or timelines.
6. Client responsibilities
The Client will provide the information, content, access and feedback reasonably needed for the Services, on time. Timelines may be extended by any delay caused by the Client.
7. Intellectual property
On receiving full payment, the Service Provider assigns to the Client all intellectual property rights in the final deliverables created specifically for the Client under this Agreement.
The Service Provider keeps ownership of its pre-existing materials, tools, templates and know-how. Where any of these form part of the deliverables, the Service Provider grants the Client a non-exclusive, perpetual, royalty-free licence to use them as part of the deliverables.
The Service Provider may show the work in its portfolio and marketing, without disclosing the Client's confidential information, unless the Client objects in writing.
8. Confidentiality
Each Party will keep the other Party's confidential information private and use it only to perform this Agreement. This does not apply to information that is or becomes public through no fault of the receiving Party, was already known to it, is independently developed, or must be disclosed by law.
This obligation continues for 3 years after this Agreement ends.
9. Independent contractor
The Service Provider is an independent contractor, not an employee, partner or agent of the Client, and is responsible for its own taxes and statutory contributions. The Service Provider decides how to perform the Services and may work for other clients.
10. Termination
Either Party may end this Agreement by giving 30 days' written notice. Either Party may end it immediately by written notice if the other Party materially breaches it and does not remedy the breach within 7 days of being asked to.
On termination, the Client will pay for the Services performed up to the termination date, and each Party will return or delete the other's confidential information. Clauses that by their nature should survive termination - including payment, intellectual property, confidentiality and liability - continue to apply.
11. Limitation of liability
Neither Party is liable for indirect, incidental or consequential losses, or for loss of profit or data. Each Party's total liability under this Agreement is limited to the total fees paid or payable under it. These limits do not apply to breach of confidentiality, fraud, or wilful misconduct.
12. Monthly retainer
The fee in the Fees and payment clause is payable each month in advance, and this Agreement renews monthly until either Party ends it under the Termination clause.
The fee covers up to 40 hours of design work each month. Unused hours do not carry forward to the next month. Further hours are billed at ₹1,800 per hour, only with the Client's prior written approval.
The Client will send requests by email to the Service Provider. The Service Provider will deliver the first draft of a standard request within 3 business days, and agree a timeline for larger pieces of work.
Either Party may propose a change to the monthly fee by giving at least 30 days' written notice. The new fee applies only once both Parties agree it in writing.
13. Governing law and disputes
This Agreement is governed by the laws of India. The Parties will first try to resolve any dispute through good-faith discussion. If a dispute is not resolved within 30 days, the courts at Mumbai, Maharashtra will have exclusive jurisdiction.
14. General
(a)
Entire agreement: this Agreement is the whole agreement between the Parties about its subject and replaces any earlier discussions or agreements on it.
(b)
Changes: any change to this Agreement must be agreed in writing by both Parties. Email is sufficient.
(c)
Notices: notices may be sent by email to the addresses the Parties use for this engagement, or delivered to the addresses above.
(d)
Assignment: neither Party may transfer this Agreement without the other's written consent.
(e)
Severability: if any part of this Agreement is found unenforceable, the rest continues in effect.
(f)
Signatures: this Agreement may be signed electronically and in counterparts, each of which is an original.
Signed by the Parties on the dates below.
Signed for the Client
Hillcrest Naturals Pvt Ltd
Signature
Signed for the Service Provider
Tanvi Joshi Design Co.
Signature