These standard Terms and Conditions shall apply to all agreements that are finalized amidst the Company and the Client. In case of any amendment or changes required, a written agreement must be made between the Company and the Client. The agreement shall commence from the date of signing and remain in effect till the service period ends. Before purchasing the services, the Client shall ensure that the required specifications and terms of the Order/Services offered by the company are accurate and complete. The Client buys the Services in accordance with these Terms and Conditions. The Contract shall come into existence when a written acceptance of the order by the Company is issued. The Contract comprises of the entire agreement made between the Company to the Client for offering the Services as well as to the Client for purchasing those Services. The Client will not acknowledge any statement, assurance, or representation made on behalf of the Company which is not mentioned in the written agreement or contract. The Contract does not include any samples, advertisement campaigns, images, description, or illustrations are developed to give an idea about the services offered by the company. They are not part of the contract which is made between the Company and the Client. Quotation made by the company for the supply of Services shall only be valid for a stipulated time period of Business Days from its date of issue. In the case of White Label Work, the Client hereby agrees and understands that the Company is under no contractual obligation. Hence, the Company has no liability in terms of the ultimate client with whom the Client agrees to perform the White Label Work.
COMPANY WARRANTIES: The Company ensures to offer the Services as stated in the Order with utmost care and skill. In order to meet the performance dates, the Company shall take all the requisite actions specified in the Order. However, any such dates shall be considered as estimates only and time shall not be of the essence for the provision of the Services. In case of delay of order/services caused due to Force Majeure, the Company shall not be liable. If the Client is unable to provide adequate delivery instructions or any other instructions which are relevant for the supply of the Services, the Company shall not be liable. In order to comply with any applicable law, the Company has the right to make amendments or changes in the services. For the provision or fulfillment of Services, the Company shall be entitled for using other subcontractors and the Company shall remain liable to the Client for the performance of the Services.
CLIENT’S OBLIGATIONS AND INDEMNITIES: The Client shall offer the required assistance along with relevant technical information for the execution of the Order in accordance with any estimated delivery dates. It is the sole responsibility of the Client to ensure the accuracy of all the information offered to the Company. The Client also warrants that employees of Client assisting the Company in the execution of an Order are well-skilled, trained, and authorized to provide the required assistance to the Company. Within the agreed deadline or stipulated time, the Client shall revert, provide feedback or approve materials provided under the Services by the Company. For instance, the Client must revert or give feedback about the materials like advertising copy, search terms, and graphic material delivered by the Company. Similarly, the Client shall make required changes on websites, IT systems, or wherever it may otherwise be required by the Company within the stipulated time. In case of alterations, improvements, or modifications made by the Client on the domain names, websites, technical setup, and any other material information regarding the technical infrastructure, the Client shall inform the Company immediately as it may affect the Services delivered. If the Client fails to provide the required materials, information or undertake those acts within any agreed deadline or stipulated time of 15 Business Days i.e. weekdays of the date requested by the Company then the Company is entitled to invoice for the Services offered along with the remaining Services that are mentioned in the Order irrespective of the delivery of Services by the Company. The Client shall indemnify the Company against all liabilities, costs, and expenses that are incurred by the Company in respect of any third parties for the execution of the Services related to the Order, Specification, or the content of the Client’s advertising or web pages that lead to claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation. The Client undertakes to comply with all applicable rules, regulations, codes of practice, and laws that are related to its use of the Services, including without limitation its obligations under the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000, Competition Act 1998 and the E-Commerce Directive and equivalent legislation. The Client hereby agrees to indemnify and to keep the Company indemnified in respect of any and all costs, claims, or proceedings whatsoever brought against the Company by any third party in connection with any breach of the same by the Client. This is to notify that the Client shall be responsible for implementing the optimization changes that are recommended by the Company. As notified by the Company, in some cases to made changes in the existing optimizations, the Client shall allow the Company for using the site’s FTP or content management system to gain access to add keywords. In case of any changes, the Client must give prior notice to the Client’s website as this may affect the services supplied by the Company. If alterations are made by the Client or a third party then the Company cannot be held responsible for any kind of fault or failure. To enhance the credibility of the site and improve rankings, the Company advises updating it with regular and fresh content. Regular and unique content improves the stability of rankings within search engines and plays a key role in the success of a website. The Company also warns that content must be unique, plagiarism free and regular, else will lessen the impact of SEO services. In respect of all White Label Work the Client shall indemnify the Company against all liabilities, costs, expenses, damages, and losses suffered or incurred by the Company that may come out of or in connection with the contract between the Client and their client for the White Label Work. These Terms shall apply to all the agreements that are concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
Costing: Costing of goods and services provided by the Company to the Clients shall be in INR and exclusive of VAT and other duties. In case of any change in duties after the Order completion, the Company shall be entitled to adjust the agreed prices accordingly. The Client acknowledges that some of the services may need the intervention of licensing of third party Intellectual Property Rights. The Client may be required to enter into a license with such a third party. It is expressly stated that all charges shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials. The price quoted in the Order is on the basis of the qualified estimate of the number of hours that are required to provide the Services. This is an estimate only and an invoice shall be made on the basis of the actual number of hours spent on the services. The company shall update the estimate and budgets on an ongoing basis following, the changes made to an Order. Hence, the Company will make every effort to ensure accurate cost estimates. However, it reserves the right to amend any estimate, should an error or omission have been made.
Payment: The Company shall invoice the Client on monthly basis. This could be either in advance or after Services delivered. The client shall provide a non-refundable fees deposit before the Company starts any work. This will be like a rent deposit and kept securely. After the completion of the work detailed in the Order, the security money will be offset against the Client’s last invoice(s). In case, the Client does not pay a monthly invoice when it is due, in such scenario Company shall use the deposit to pay the invoice. The Company will not do any work until the deposit is replaced. Within the 14 Business days of the date of invoice, the Client shall pay each invoice submitted by the Company. It is essential to state the invoice number on all payments. The Client shall pay all amounts which are due under the Contract. There will be no deduction or withholding except as required by law. In case of payment overdue, interest shall accrue on the invoice amount at the statutory rate prescribed by the Late Payment. On weekly basis, Company shall be entitled to submit such reminders for overdue payment. In case of recovery of unpaid sums, the Company reserves all rights at all times to bring any legal action it considers appropriate. The Company is entitled to cancel the Contract or to affirm the Contract, as Late payment shall be considered as constituting a material breach of the Contract. Due to the Client’s failure to assist or delay in providing assistance for the execution of the Order, if the Services cannot be delivered fully or partly, then the Company shall be entitled to charge to the Client an estimated amount. On the basis of the applicable price list, the Company shall be entitled to payment for any additional work required, as the Client was unable to assist or delay in assisting. In the event of Client requirement for the completion of the work within a shorter time frame than the deadline specified in the Order, the Company reserves the right to add an additional charge to priorities the project ahead of other pre-planned work.
DELAYS AND COMPLAINTS: Incase the Client proves of delay in Services by the Company and is not in accordance with the Contract, the Company shall be obliged to remedy and redeliver at its own discretion without making any further delay. In case of reasonable attempts of delivering of Services by the Company and still continues to be not in accordance with the Contract, the Client shall be entitled to cancel the Order provided that the breach in the material. When the Client became aware of the problem, then the Complaints related to delays or breach of Contract shall be submitted immediately. If the Client is unable to bring the defect to the attention of the Company within 48 hours, the Client shall be deemed to have accepted the Services. The Client shall not be entitled to assert remedies on the basis of delays or breach of Contract. The Client hereby acknowledges that some of the Services rely upon ‘Third Party Services’. The Client shall acknowledge that the Third Party Services will be governed by the Terms and Conditions of third parties and that the Company cannot provide any warranties in respect of the Third Party’s Services. The Company will not be liable to the Client for any delays and/or failings in respect of the same. The Company’s sole responsibility w.r.t the Third Party Services is to select the provider with utmost care and skill. If there is late delivery or Services are not in accordance with the Contract and all the remedies set out in these Terms have been exhausted, then the final remedy of the Client is to cancel the Contract and the Company’s sole liability is to refund any payments for Services not conforming with the Contract.
LIABILITY: In case of any loss or damage arising from or in connection with the provision of the Services or for any claim made against the Client by any third party, the Company shall have no liability to the Client The Company shall have no liability for any losses or damages suffered by the Client whether the same are suffered directly or indirectly that fall into the following categories: a) Loss of profits b) loss of anticipated savings c) loss of business opportunity and goodwill d) Loss of data e) Fraudulent clicks on any of the Client’s that are accounts managed by the Company.
OTHER LIMITATIONS OF LIABILITY: This is to specify that the Company shall not be liable for downtimes, hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. On the request of the Client, the Company may offer assistance in remedial efforts and use its reasonable efforts. The above-mentioned remedial effort will be charged separately to the Client in accordance with the Company’s discretion and the applicable price list. The Company shall not be liable for any uninformed changes made by the Client or a third party employed by the Client to domain names, websites, links, technical setup, etc. These changes may affect the Services delivered by the Company. In case of any adjustments made to the preceding or subsequent work shall be charged to the Client in accordance with these Terms or on the basis of the Company’s price list applicable from time to time at the Company’s discretion. The Company shall use all the reasonable efforts for delivering Services related to search engine optimization, links, advertisements, banners, pay per click, and google analytics in accordance with the guidelines applicable to the relevant search engines. However, this is to specify that Company shall not be liable for delayed or non-conforming performance due to the changes that have been made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers, or other matters beyond the Company’s control and reserves the right to make changes to Services as a result of the same. Moreover, the Company shall not be liable for other changes or discontinuation of search engines. The Company shall not be liable for Services that are related to search engine optimization, link building, advertisements, banners or sponsorships leading to a minimum number of views, position, or frequency in searches on relevant words or otherwise. Moreover, the Company shall not be liable to ensure that such Services lead to a specific volume of traffic, number of clicks, registrations, purchases, or the like. The Company shall not be held responsible for URLs dropped or excluded by a search engine for any reason. If the Client does not implement some or all of the Company’s recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.
INTELLECTUAL PROPERTY RIGHTS: The Client is responsible to ensure that they have the right to use any Intellectual Property Rights when they offer any text, image, or representation to the Company for incorporation into the Services. The Client hereby grants or agrees to procure an irrevocable license to the Company for using such Materials for the purposes of providing the Services during the tenure mentioned in the Contract. The Client shall be responsible to ensure that the contents of Materials contributed or approved are not in contravention of legislation, decency, marketing rules, or any other third-party rights. The Company shall be entitled to reject and delete such material without incurring any liability. Moreover, the Company shall be entitled to the cancellation of the Order. In case of damages, losses and expenses suffered or incurred by the Company as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules or infringement any Intellectual Property Rights of a third party, the Client shall indemnify the Company against all. The parties shall be obliged to notify the other party without causing any undue delay of any claims raised against a party mentioned above. The Intellectual Property Rights shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement. For using any software, scripts, ASP services, etc. made by the Company which is available to the Client as part of the execution of an Order, the Client shall only acquire a non-exclusive personal non-transferable license until the Services under this agreement cease. The Client hereby irrevocably licenses the Company to use and display the Client’s name, figure, logo, etc. as a reference on the Company’s website, other marketing materials, or types of media whilst they are a Client of the Company. The tenure for usage will be 18 months after the Contract terminates. The Client agrees to send the Company its most recent logo or figure as and when it is amended from time to time.
CONFIDENTIALITY AND PERSONAL DATA: The Receiving Party shall keep in strict confidence all the information related to technical or commercial know-how, specifications, inventions, processes, or initiatives that are of a confidential nature and have been disclosed to the Receiving Party by the Disclosing Party. All the information related to the employees, agents, or subcontractors and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain shall keep in Strict Confidence by the Client. The Receiving Party shall restrict disclosure of such confidential information to its employees, agents, or subcontractors. This clause shall survive termination of the Contract. During the term of the Contract and for a period ending 5 years from the date of its conclusion, the Company shall take utmost care of the Client’s confidential information and avoid any disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which is designated as confidential by the client. The above-stated obligation shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into the Company’s possession without an accompanying obligation of confidence and is independently developed by the Company, or which the Company is required to disclose by law. During the term of the Contract and for a period ending 5 years from termination thereof, the Client will not disclose to any persons within its organization that do not have a need to know, or to any third party, any information and non Client materials provided by the Company concerning the method or approach the Company uses in providing the Services. Hereby, each party agrees to comply with its respective obligations under the Data Protection Act 1998. The Client shall be obliged to indemnify the Company for any loss, including costs incidental to legal proceedings, suffered by the Company as a result of the processing of personal data which the Client has contributed being in contravention of the Data Protection Act 1998 or marketing law. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described in the present clause.
TERM, TERMINATION, AND ASSIGNMENT: The Contract shall renew automatically for the next term of one year at the end of each year unless and until either party notifies the other party of its wish to terminate the Contract at the expiry of the current year by giving the other party a written notice of at least 30 days to expire at the end of that contract term. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party in the following stances:
a. On commitment of a material breach of the Contract and (if such breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach.
b. If the party becomes or is insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986). A petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily, compounds with its creditors generally or has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the defaulting party ceases to carry on all or a substantial part of its business.
The Company shall be entitled to terminate this Contract without notice in the event that any of its charges for the Services are not paid in accordance with these Terms. Irrespective of the reason, upon termination, the parties shall be obliged to return all materials received from the other pursuant to the Contract without causing any further or undue delay. If relevant, the Client shall be obliged to remove codes from the websites without undue delay. Incase, the Client fails to do so, the Company shall be entitled to invoice the Client in line with its then current terms and conditions for subsequent Services. Without any prior written consent of the Company, the Client shall not be permitted to assign or transfer all or any part of its rights or obligations under the Contract. The Client acknowledges that certain elements of the Services will be provided by third parties and the Company shall be entitled to assign or subcontract any of its rights or obligations as mentioned under the Contract.
FORCE MAJEURE: Neither Company nor Client party shall be held liable for a Force Majeure Event. If any of the party i.e. the Company or the Client, believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event. In case, the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event, each party shall be entitled to terminate the Contract without liability to the other by sending a written notice to the other party, notwithstanding the other provisions of the present Terms and Conditions.
MISCELLANEOUS: The Company reserves the right to undergo any modification or discontinuing, temporarily or permanently, the Services with or without notice to the Client. The Company shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided. The Company shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client. During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to employ or engage or offer to employ anyone designated by the Company to work on the Services. The failure of any of the party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it. If any term of these Terms is found illegal, invalid, or unenforceable under any applicable law, such term shall, be deemed omitted from these Terms and shall in no way affect the legality, validity, or enforceability of the remaining Terms which shall continue in full force. The rest of the Terms and Conditions will remain in effect on the parties to the Contract. This is to notify that Any valid alteration to or variation of these Terms must be in writing and shall be signed on behalf of each of the parties by duly authorized officers. A person who is not a part of the Contract shall have no rights under or in connection with it. All notices must be in writing to the Company, or such address as is advised by the Company.
ENTIRE AGREEMENT: Both the parties i.e. The Client and The Company acknowledge and agree that the Contract supersedes any prior agreement, understanding, or arrangement between the parties, whether made orally or in writing, and constitute the entire agreement between the Company and the Client relating to these Services. Hence, all other conditions and warranties (implied, statutory, or otherwise) are hereby excluded to the fullest extent permitted by law.
LAW AND JURISDICTION: In case of any dispute that may arise between the Company and the Client, both of them shall be obliged to attempt to settle them. The dispute may also relate to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action. The Contract shall be governed by and construed in accordance with the Indian Law and the parties hereby agree to submit to the non-exclusive jurisdiction of the esteemed Indian courts.