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This Terms of Service (TOS) establishes the fundamental terms and conditions that will govern the business relationship between Brickwork India Private Limited (hereinafter "Brickwork"), and the Client, for the services provided by Brickwork. This TOS constitutes a binding agreement (the "Agreement") between the Client and Brickwork effective as of the date of the Client's acceptance of the applicable SOW, and any violation of this agreement shall be considered as unlawful and a breach of contract.
By affirmatively accepting the terms and conditions at the time of purchase, the Client is legally bound, and accepts and agrees to the following:
Brickwork shall perform the services purchased by the Client with reasonable care and in the manner customarily performed by service providers in outsourced business services industry. Brickwork will draw up a detailed SOW including the scope of services, the delivery timelines and payment terms which will be specific to the customised requirements of the Client and will require the electronic agreement by the Client. Services will be rendered only after the Client agrees to the SOW and completes the payment as per the schedule given.
The assigned Brickwork Employee shall perform services under the Client’s direction, in accordance with the scope and terms defined in the executed SOWs. If the Client requires the Brickwork Employee to make decisions on their behalf about the way in which any work/actions/tasks/strategies or other business-related functions are to be performed, the Client can do so on the basis that the Brickwork Employee is acting on the Client's behalf and under their supervision. This shall be without prejudice to the fact that Brickwork maintains its own quality assurance and supervisory personnel responsible for monitoring and overseeing its Employees.
Although Brickwork has implemented reasonable procedures to protect Client data, it is the Client’s responsibility to ensure the security of any credentials they share with Brickwork Employees to perform the services. This could include implementing controls like role-based access restriction, limiting the information visibility, access duration etc.
Client should not use Brickwork’s Employee to support in any illegal or immoral activity, including allowing unauthorised persons access to use Brickwork Employee’s services.
If the Client recommends the Brickwork Employee to use any content or images from paid/copyright sources, they should purchase such content/images before the Brickwork Employee uses them to provide the required service. The Client must ensure that all appropriate permissions to use such content or images have been obtained and there are no violations of copyright laws.
To enable Brickwork to provide services, the Client may provide Brickwork with information and access to content, images and licensed software and equipment ("Client Materials"). Brickwork warrants that all Client Materials will be used exclusively in connection with the performance of the Services under the SOW and not for any other purpose.
It is the Client’s responsibility to inform Brickwork if any information shared during the project is to be treated as confidential and how to handle such information. Brickwork will take reasonable steps to ensure that the Brickwork Employee adheres to Client’s instructions.
Brickwork provides services to the Client as per the instructions received, and it is the Client's responsibility to obtain the necessary consents from the data subjects whose information is disclosed to Brickwork. The Client shall indemnify, defend, and hold harmless Brickwork against any and all claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from or relating to the Client's failure to obtain such consents as required under applicable legislation, including but not limited to the GDPR, CCPA, or any other applicable data protection legislation, whether such claims are brought by data subjects, regulators, or any other third party.
Brickwork shall allocate employees to the Client in accordance with the skills and capabilities required under the agreed Scope of Work. For applicable engagements, as may be discussed and agreed with the Client, Brickwork shall designate a Backup Employee ("Backup Employee") to ensure continuity of services. The Backup Employee shall be trained in-house by the Primary Employee ("Primary Employee"), and the Client agrees to provide reasonable cooperation and assistance, as may be required, to facilitate such training.
Brickwork reserves the right, at its sole discretion and as part of its business continuity plan, to replace, reassign, or otherwise substitute any allocated employee from time to time to ensure uninterrupted delivery of services.
The Client shall communicate with Brickwork’s employees exclusively through their official Brickwork email addresses or other authorized communication channels designated by Brickwork. The Client shall not provide personal references, endorsements, or testimonials to any Brickwork Employee through their personal email, social media, or any other public platform, whether in a personal or professional capacity.
This TOS shall be effective from the date of Client’s acceptance of the SOW and shall continue until the completion or expiry of the Client’s last SOW with Brickwork, or until this TOS is terminated by either party, whichever occurs early, as specified below:
The Client can terminate the engagement before the end of the engagement, if they are not satisfied with Brickwork’s services or for any other business reason. The Client may terminate this TOS for convenience upon thirty (30) days' prior written notice to Brickwork, unless a different term specified in the applicable SOW, in which case the SOW's notice period shall apply. Refer to clause 5 for service warranty and clause 6 for refund policy.
Brickwork reserves the right to terminate the engagement under the following conditions:
The Client shall pay the project fees as per the schedule and payment terms agreed in the SOW. For any payment delays beyond 3 business days from the scheduled dates, Brickwork retains the right to withhold any further deliverables including the release of any source codes or IP resulting from Brickwork's activities under this TOS, until the pending payment is made.
Brickwork is responsible for the quality of the work it delivers and commits to making all reasonable efforts to deliver quality deliverables, on a ''best effort'' basis only, unless the inability to deliver as agreed is attributable to reasons beyond Brickwork's control. All information provided is based on freely available online information and there is no warranty on any of the information, tasks, or projects delivered to the Client.
We value transparency and want to make our refund policy clear. For more details, click on “Refund Policy”.
Brickwork will send out feedback surveys on a regular basis to track Client experience and to improve the quality of services.
Brickwork acknowledges that all work product and deliverables created specifically for the Client under an applicable SOW shall be deemed "work-made-for-hire," and ownership of such deliverables shall belong exclusively to the Client.
Except as expressly assigned to the Client above, each party retains sole and exclusive ownership of any pre-existing or independently developed data, results, ideas, discoveries, inventions, reports, and works of authorship — whether or not patentable or subject to copyright — that are made, written, conceived, or reduced to practice by that party independently of the Services, and any derivative works of such independent intellectual property created after the effective date; provided that such derivative work (a) does not arise from the confidential information of the other party, and (b) is not created specifically for the other party.
However, any pre-existing information, tools, methodologies, or materials belonging to Brickwork that are incorporated into a deliverable ("Brickwork Background IP") shall remain the exclusive property of Brickwork. Brickwork hereby grants to the Client a royalty-free, non-exclusive, non-transferable license to use, copy, distribute, display, perform, and transmit such Brickwork Background IP solely as incorporated within the deliverables, unless Brickwork notifies the Client otherwise in writing.
Brickwork has invested substantially in the recruitment, training, and deployment of skilled personnel to meet its clients’ needs and is entitled to a fair return on such investments.
Accordingly, to the fullest extent permitted under applicable law, the Client and its representatives agree that they shall not, directly or indirectly, for themselves or on behalf of any other person/partnership/company, or other entity, influence, encourage, or solicit any Brickwork Employee for direct employment; engage them as a freelancer or consultant; utilize their services; or otherwise induce them to perform services or to terminate or reduce their employment or contractual relationship with Brickwork during the term specified below:
This clause applies to the Client, whether they solicit in an individual capacity or on behalf of, or in association with, any other person/partnership/company/entity, and regardless of the geographic location of the engagement.
If any solicitation made by the Client results in a Brickwork Employee leaving their employment and agreeing to work with the Client or their representatives/subsidiary/affiliate, thus violating this clause, the Client agrees to compensate Brickwork for its lost investments. The compensation shall be a one-time fee equivalent to one (1) year’s full-time applicable billing for the relevant Brickwork Employee, to be paid within 10 days of notice from Brickwork.
Note: For the purpose of this Agreement, the term “employee” shall include all professionals engaged by Brickwork whether as full-time or part-time to provide service to the Client.
This section 9 will survive the termination of the Term of this Agreement.
The Client shall promptly notify Brickwork in writing if any Brickwork employee, or representative, solicits, requests, or demands any bribe, kickbacks, or other form of improper payment. Any agreement, or attempted agreement, between the parties that requires, or appears to require, payment to be made outside the agreed payment methods and channels shall constitute a material breach of this Agreement. Such breach shall entitle Brickwork to terminate this Agreement immediately without refund or further obligation, in addition to pursuing any remedies available under applicable law.
"Confidential-Information" means any non-public information that relates to the actual or anticipated business (including third party information) and or products, service, research and development, personal information which (i) is subject to privacy rules and regulations and/or derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from the disclosure or use of the information, (ii) is the subject of efforts that are reasonable under the circumstances to maintain the secrecy of the information, and (iii) is identified by the Client as "confidential" and/or "proprietary", or which, under all of the circumstances, ought reasonably to be treated as confidential and/or proprietary under this TOS disclosed by both parties either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of parties, its affiliates or subsidiaries.
Notwithstanding the foregoing, confidential information shall not include any information which, (i) was known or subsequently becomes generally known or available by publication, commercial use or otherwise, after disclosure to Brickwork through no wrongful action of Brickwork, (ii) was known by Brickwork as a non-confidential information prior or at the time of disclosure, or (iii) is lawfully obtained by Brickwork without violation of a confidentiality obligation of this TOS, (iv) is independently developed by Brickwork without any use of and/or access to the Client's information, or (v) was in the rightful possession of Brickwork, without confidentiality obligations, at the time of disclosure as shown by Brickwork's then-contemporaneous written records, (vi) information not marked as confidential by the Client, or (vii) information Brickwork is required to disclose by a warrant, subpoena or other request in an investigation or legal proceeding or where disclosure is necessary to protect Brickwork's rights or property, or the rights or property of its employees or our other Clients. Brickwork will promptly notify the Client of any such request from the concerned authorities.
During the TOS and for a period of 5 years after the expiration of TOS, both the parties, Brickwork, and the Client, will hold in strict confidence, and shall use the same degree of care and reasonable precautions to protect the confidentiality and to prevent any unauthorized use or disclosure of confidential information, as they would for their own confidential information.
Brickwork will not use the confidential information for any purpose whatsoever other than as necessary for the performance of the Services. Brickwork may disclose the confidential information to a third party with prior written consent of the Client, on a need-to-know basis for the purposes of performing the services.
Brickwork complies with and will continue to comply with all applicable laws relating to the provision of the services with consideration of privacy and security of personal data including, but not limited to ISO 27001:2022 and applicable Data Protection & Privacy Regulations including, but not limited to GDPR, UK GDPR, DPDPA, CCPA etc. Please read about how Brickwork collects and uses Clients' personal information at privacy-policy.
Brickwork shall take all reasonable steps to ensure the security and protection of all Client Materials in Brickwork's possession or control, including all deliverables and Client Confidential Information.
It is the Client’s responsibility to inform Brickwork if any information shared during the project is sensitive or confidential or has any Intellectual Property. Brickwork will adhere to Client’s special instructions, if any, on handling such information.
All IP related and sensitive information shared by the Client (login credentials, source code) will be deleted within 10 days after the project closure as per Brickwork’s internal data retention policies, unless the Client instructs otherwise. Brickwork strongly recommends changing all credentials that have been provided to Brickwork Employees as soon as they are no longer required for providing services to the Client.
The Client shall indemnify and hold Brickwork and its affiliates and subsidiaries and their respective directors, officers, employees, and representatives, harmless from and against any third-party claims, damages, losses, liabilities, causes of action or injuries, together with all costs and expenses, including penalties, interest levied, reasonable attorney’s fees and court costs, arising out of or resulting from:
Any negligence or wilful misconduct or any breach of this TOS by Client, its employees, or representatives.
Any failure by Client, its authorized users, employees or representatives to comply fully with the posted or published terms of Brickwork Privacy Statement (which may be updated by Brickwork from time-to-time) and TOS.
The infringement of a third-party copyright, trade secret, trademark, moral right, or other proprietary right caused by the unauthorized use of any licensed product or hardware by the Client.
The gross negligence or intentional misconduct of Client, Client Affiliate, or Client’s employee, contractor, or any other personnel.
In no event shall Brickwork be liable for any indirect, incidental, special, or consequential losses and damages, or any punitive or exemplary damages arising out of or in any way connected with the services provided by Brickwork or arising from this TOS. Neither shall Brickwork be liable for any action taken or omitted by its employees in pursuance of this Agreement in good faith, except for gross negligence, bad faith or wilful misconduct adjudicated by a court of competent jurisdiction. Brickwork’s obligation shall be restricted only to actual and direct losses and not to any indirect, special, or consequential losses.
In the event of a breach of this Agreement by Brickwork, Brickwork's aggregate, and cumulative liability for damages on all accounts resulting from this TOS hereunder shall in no event exceed the amount of fees received from the Client for the service in the applicable SOW during the three (3) month period immediately prior to the date in which those actual damages were incurred.
Neither party will use the other party’s name or marks, refer to or identify the other party for any other reason, except as established in this section, without such other party’s written approval. Any approval required under this section shall not be unreasonably withheld or delayed by either party.
Brickwork is and will remain as an independent contractor in its relationship with Client. Nothing in this TOS shall be deemed to have created a partnership, or joint venture or a contract of employment between Brickwork and the Client.
If any other TOS or SOW(s) are necessary to enforce the intent of this document, both parties agree to execute such provisions as and when the need arises.
Brickwork will incur no liability to the Client if its performance of any obligation under this TOS is prevented or delayed by causes beyond its control and without the fault/negligence of Brickwork. Such causes may include, but are not limited to, acts of God, war (whether or not declared), acts of terrorism, explosions, lockout, riot, acts of governmental authorities such as changes in controlling law, regulations, orders or the requirements of any governmental entity, severe weather conditions, civil disorders, natural disasters, fire, pandemic and quarantines, and shutdowns, disruptions, or malfunctions or any of the general and widespread internet or telecommunications failures not limited to Brickwork’s systems.
Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement shall remain in full force and effect and shall be construed in accordance with the modified provision.
This TOS shall be governed by and construed and enforced in accordance with the laws of India, excluding that body of law pertaining to conflict of law. Subject to the dispute resolution provisions set out below, the courts at Bangalore, India shall have exclusive jurisdiction in respect of matters arising out of or in connection with this TOS that are required to be brought before a court, including any application for interim or injunctive relief, assistance in relation to arbitration, challenge or enforcement of an arbitral award, or any other matter not capable of settlement through arbitration.
Any disputes, controversy, claim arising out of or in connection with the TOS including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be first attempted to be settled through discussion and negotiation between the heads of the respective organizations.
If a settlement is not arrived at within thirty (30) days, the dispute shall be referred for Mediation, with both parties selecting a mutually acceptable mediating authority. Each party will bear their own cost of the mediation.
If the dispute remains unresolved through mediation within thirty (30) days of the commencement of mediation, or such other period as may be mutually agreed by the parties, the dispute shall be finally resolved by arbitration. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties fail to agree on the appointment of the sole arbitrator within thirty (30) days, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Bangalore, India. The language of the arbitration proceedings shall be English. The arbitral award shall be final and binding upon both parties and may be enforced in any court of competent jurisdiction.
This TOS constitutes the entire understanding and agreement between the Client and Brickwork and supersedes all prior agreements, understandings, and representations relating to its subject matter, whether written or oral, all of which shall be of no further force or effect. In the event of any conflict or inconsistency between the terms of this TOS and the terms of an SOW, the terms of the SOW shall prevail to the extent of such conflict, unless the SOW expressly states otherwise.
The failure of either party to insist upon strict adherence to any term of this TOS on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this TOS. Any waiver must be in writing signed by the waiving party.
Brickwork may amend or modify the terms and conditions of this TOS from time to time. Any such amendment shall be effective upon being posted on Brickwork's website, and the Client's continued use of Brickwork's services following such posting shall constitute acceptance of the amended terms. Material changes affecting an active SOW shall not apply retroactively to that SOW unless agreed in writing by the Client.
Any notice or other communication required or permitted by this TOS shall be in writing and shall be deemed to have served on the other party (i) when delivered by courier service, or (ii) when sent by email (for Brickwork at escalation@brickworkindia.com), (iii) when transmitted by confirmed facsimile, or (iv) when mailed by registered or certified mail (return receipt requested), to the party at the address most recently specified by such notice or through email. If sent by mail, delivery shall be deemed effective 5 business days after mailing in accordance with this section.
Last updated: 10th Sept 2026