TERMS AND CONDITIONS
Effective Date: 01/10/2024
This Services Agreement (the “Agreement“) is entered into by and between InvenTech Solution, a company registered under the laws of India, with its principal place of business at 2/A-05, Gokul Gaurav, Shivaji Road, Kandivali West, Mumbai 400067 (“Service Provider“), and the client engaging the services (“Client“). Collectively, the Service Provider and the Client may be referred to as the “Parties” and individually as a “Party“.
WHEREAS, the Service Provider is in the business of providing performance marketing services, including but not limited to Facebook Ads, Google Ads, Instagram Ads, creation of User-Generated Content (UGC), Conversion Rate Optimization (CRO), and website development;
AND WHEREAS, the Client desires to engage the Service Provider to provide such services under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
1.1 Services Provided. The Service Provider agrees to perform the following services (“Services“) for the Client:
a) Digital Advertising Management:
i) Facebook Ads Management: Creation, management, and optimization of Facebook advertising campaigns.
ii) Google Ads Campaigns: Creation, management, and optimization of Google advertising campaigns.
iii) Instagram Ads Management: Creation, management, and optimization of Instagram advertising campaigns.b) User-Generated Content (UGC) Creation:
i) Drafting ad creative scripts.
ii) Hiring influencers to produce videos based on the scripts.
iii) Preparing mashups from the produced videos.
c) Conversion Rate Optimization (CRO):
i) Hypothesizing issues affecting conversion rates.
ii) Creating and implementing A/B tests to improve website performance.
d) Website Development:
i) Developing websites using images and content provided by the Client.1.2 Deliverables. The specific deliverables, timelines, and milestones shall be outlined in separate Statements of Work (“SOW“) or project briefs agreed upon by the Parties in writing via email.
1.3 Modification of Services. Any changes to the scope of Services shall be made in writing and agreed upon by both Parties (“Change Orders“). The Service Provider shall not be obligated to perform any additional services unless mutually agreed upon.
2.1 Term. This Agreement shall commence on the Effective Date and shall continue on a month-to-month basis for ongoing services (Digital Advertising Management, UGC Creation, CRO) and project-based for website development unless terminated as provided herein.
2.2 Termination for Convenience.
a) By Client: The Client may terminate this Agreement for convenience by providing at least fifteen (15) days’ prior written notice to the Service Provider via email. Failure to provide such notice shall result in the Client being invoiced for the subsequent month’s fees.
b) By Service Provider: The Service Provider may terminate this Agreement for convenience by providing at least fifteen (15) days’ prior written notice to the Client via email.
2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:
a) Breaches any material provision of this Agreement and fails to cure such breach within seven (7) days after receiving written notice specifying the breach;
b) Becomes insolvent, files for bankruptcy, or has bankruptcy proceedings initiated against it.
2.4 Effect of Termination. Upon termination of this Agreement:
a) The Client shall pay all outstanding fees for Services rendered up to the date of termination;
b) The Service Provider shall deliver all completed work product to the Client, subject to Section 6 regarding Intellectual Property Rights;
c) The provisions of this Agreement which by their nature should survive termination shall remain in effect, including but not limited to confidentiality, indemnification, and limitation of liability.
3.1 Fees. The Client agrees to pay the Service Provider the fees specified in the relevant SOW or invoice. All fees are exclusive of applicable taxes, which shall be added to the invoices.
3.2 Retainer Model. Services are provided on a retainer basis. The retainer fee and payment schedule shall be agreed upon by the Parties in writing via email.
3.3 Payment Terms. Invoices are payable within fifteen (15) days from the invoice date (“Net 15 Days“). Payments shall be made in the currency specified in the invoice.
3.4 Late Payments. Any amount not paid when due shall accrue interest at a rate of one percent (1%) per month or the maximum rate permitted by law, whichever is less. In the event of late payment:
a) The Service Provider reserves the right to suspend all Services until payment is received;
b) The Service Provider may terminate this Agreement upon written notice if payment is not received within thirty (30) days after the due date.
3.5 No Refunds. All payments made are non-refundable. The Service Provider commits to delivering high-quality Services but does not offer refunds.
3.6 Taxes and Additional Costs.
a) Taxes: The Client is responsible for all applicable taxes, duties, or charges imposed by any governmental authority in connection with the Services.
b) Third-Party Expenses: Costs for advertisement spends, influencer fees, software licenses, or other third-party expenses are separate and shall be borne directly by the Client. The Client shall make such payments directly to the respective platforms or service providers unless otherwise agreed in writing.
4.1 Provision of Materials. The Client shall provide all necessary materials, information, and approvals required for the Service Provider to perform the Services, including but not limited to:
a) Brand guidelines, logos, and other branding materials;
b) Primary research about target audience and market;
c) Content and images for website development projects.
Timeline: The Client shall provide the aforementioned materials within twenty-five (25) days from accepting the project. Failure to do so may result in project delays or termination as specified in Section 2.
4.2 Approvals. The Client is responsible for reviewing and approving all ad copies, creatives, and deliverables before they are published or made live. Approvals shall be communicated via the preferred modes of communication specified in Section 12.
4.3 Representations and Warranties. The Client represents and warrants that:
a) All materials provided to the Service Provider are owned by the Client or the Client has obtained all necessary rights and licenses to use such materials for commercial and marketing purposes;
b) Such materials do not infringe upon any intellectual property rights, privacy rights, or any other rights of any third party;
c) The Client shall indemnify and hold the Service Provider harmless from any claims arising from the use of such materials.
5.1 Response Time. The Service Provider shall respond to the Client’s communications within two (2) working days, as per the Indian calendar.
5.2 Reporting.
a) Performance Reports: The Service Provider shall provide performance reports on a weekly, bi-weekly (every 15 days), and monthly basis.
b) Dashboard Access: The Service Provider shall provide the Client with access to a live dashboard where the Client can view real-time performance metrics.
c) Regular Communication: The Parties agree to maintain regular communication to discuss progress, address concerns, and make necessary adjustments to the strategy.
6.1 Ownership of Work Product. Subject to full payment of all fees and expenses due under this Agreement:
a) The Service Provider hereby assigns to the Client all right, title, and interest in and to the deliverables and work product created specifically for the Client under this Agreement (“Work Product“);
b) Until full payment is received, the Service Provider retains all rights to the Work Product, and the Client shall not use, distribute, or exploit the Work Product in any manner.
6.2 Pre-Existing Materials. The Service Provider retains all rights to its pre-existing materials, methodologies, software, and intellectual property that may be incorporated into the Work Product.
6.3 License to Use Client’s Materials. The Client grants the Service Provider a non-exclusive, royalty-free license to use the Client’s trademarks, logos, and other materials provided for the purpose of performing the Services.
6.4 Marketing and Portfolio Use. The Service Provider shall have the right to:
a) Use the Client’s name, logos, and trademarks in its marketing materials, website, brochures, social media, and portfolios;
b) Prepare and publish case studies showcasing the success achieved for the Client, provided that no sensitive or confidential information is disclosed without prior written consent from the Client.
7.1 Definition of Confidential Information. “Confidential Information” means any non-public information, whether oral, written, or electronic, disclosed by one Party (“Disclosing Party“) to the other Party (“Receiving Party“), including but not limited to business plans, strategies, customer information, financial data, and technical specifications.
7.2 Obligations. The Receiving Party shall:
a) Use the Confidential Information solely for the purposes of this Agreement;
b) Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
c) Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent.
7.3 Exceptions. Confidential Information does not include information that:
a) Is or becomes publicly available without breach of this Agreement;
b) Was known to the Receiving Party prior to disclosure;
c) Is received from a third party without restriction;
d) Is independently developed by the Receiving Party without reference to the Confidential Information.
7.4 Return or Destruction. Upon termination of this Agreement or upon the Disclosing Party’s request, the Receiving Party shall return or destroy all Confidential Information.
8.1 Compliance with Laws. Both Parties shall comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).
8.2 Personal Data. The Service Provider collects and processes personal data in accordance with its Privacy Policy, which is incorporated herein by reference.
8.3 Third-Party Services. The Service Provider uses third-party services and software in delivering the Services and shall not be liable for any data breaches or losses arising from such third-party services.
9.1 Exclusion of Certain Damages. In no event shall the Service Provider be liable to the Client for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, data, or use, incurred by the Client or any third party, whether in an action in contract or tort, even if the Service Provider has been advised of the possibility of such damages.
9.2 Limitation of Liability.
The Service Provider’s liability under this Agreement shall apply only to Clients who have maintained an active and continuous business relationship with the Service Provider for a period exceeding three (3) months prior to the event giving rise to the claim. For such eligible Clients, the Service Provider’s total cumulative liability, whether in contract, tort, or otherwise, shall not exceed the lowest invoice amount (excluding taxes) paid by the Client to the Service Provider during the term of this Agreement.
10.1 By Client. The Client shall indemnify, defend, and hold harmless the Service Provider, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
a) The Client’s breach of any representation, warranty, or obligation under this Agreement;
b) Any materials provided by the Client infringing upon any third-party intellectual property rights;
c) The Client’s negligence or willful misconduct.
10.2 By Service Provider. The Service Provider shall indemnify, defend, and hold harmless the Client, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
a) The Service Provider’s breach of any representation, warranty, or obligation under this Agreement;
b) The Service Provider’s negligence or willful misconduct.
11.1 Definition. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of God, war, terrorism, pandemics, governmental actions, labor disputes, or failures of third-party systems (“Force Majeure Event“).
11.2 Notice and Mitigation. The affected Party shall:
a) Promptly notify the other Party in writing of the Force Majeure Event and its expected duration;
b) Use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.
11.3 Termination. If a Force Majeure Event continues for more than thirty (30) days, either Party may terminate this Agreement upon written notice to the other Party.
12.1 Communication Channels. The Parties agree that all communications, approvals, and notices shall be conducted through the following channels:
a) Slack
b) WhatsApp
c) Email
d) Notion
12.2 Approvals and Transmission of Materials.
Any approvals, materials, assets, or communications provided by the Client through any channels including but not limited to—Slack, WhatsApp, Email, Google Drive, One Drive, Social Media Link, Instagram Link, Discord or Notion—shall be deemed legally valid and binding. This includes, but is not limited to, videos, logos, images, content, social media video links and other materials. The Client acknowledges and agrees that transmissions made via these channels constitute official communication, and the Client cannot dispute the legitimacy of such transmissions on the basis that an alternative channel was not used.
12.3 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered to the recipient’s designated email address.
13.1 Non-Solicitation. The Client agrees that during the term of this Agreement and for a period of three (3) years thereafter, the Client shall not, directly or indirectly:
a) Solicit, induce, or attempt to induce any employee, consultant, or subcontractor of the Service Provider to terminate their relationship with the Service Provider;
b) Hire or engage any employee, consultant, or subcontractor of the Service Provider without the Service Provider’s prior written consent.
13.2 Non-Disparagement. Both Parties agree not to make any statements, written or verbal, that disparage or may be interpreted to disparage the other Party, its affiliates, or their respective officers, directors, employees, or agents during the term of this Agreement and thereafter.
14.1 Right to Subcontract. The Service Provider reserves the right to subcontract any portion of the Services to qualified third parties while remaining responsible for the quality and performance of the Services.
14.2 No Release of Obligations. Subcontracting shall not relieve the Service Provider of its obligations under this Agreement.
15.1 No Assignment Without Consent. Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, which shall not be unreasonably withheld.
15.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
16.1 Integration. This Agreement, including any exhibits, schedules, and SOWs, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether oral or written.
17.1 Invalid Provisions. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.
18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.
18.2 Jurisdiction. The Parties agree to submit to the exclusive jurisdiction of the courts located in Mumbai, Maharashtra, India, for the resolution of any disputes arising out of or relating to this Agreement.
19.1 Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first attempt to resolve the matter through good faith negotiations.
19.2 Arbitration. If the dispute cannot be resolved through negotiation within thirty (30) days, it shall be referred to and finally resolved by binding arbitration under the Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactment thereof.
a) Arbitration Panel: The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the Parties. If the Parties cannot agree on an arbitrator within fifteen (15) days, either Party may apply to the competent court in Mumbai for appointment of an arbitrator.
b) Venue and Language: The arbitration shall take place in Mumbai, Maharashtra, India, and shall be conducted in English.
c) Costs: Each Party shall bear its own costs and expenses related to the arbitration, and the arbitrator’s fees shall be shared equally unless otherwise awarded by the arbitrator.
20.1 Unilateral Changes. The Service Provider reserves the right to update or modify these Terms and Conditions unilaterally. Such changes shall become effective upon posting on the Service Provider’s website.
20.2 Notification. The Service Provider shall notify the Client of any material changes to this Agreement via email or other agreed communication channels.
20.3 Acceptance of Changes. Continued use of the Services after any such changes shall constitute the Client’s acceptance of the new terms.
21.1 Exclusion of Ongoing Support. Unless otherwise agreed in writing, ongoing support and maintenance services are not included in the scope of this Agreement.
21.2 Additional Services. The Service Provider may offer support and maintenance services at an additional cost, which shall be communicated to the Client in advance via email.
22.1 Client’s Responsibility. The Client assumes all risk of loss or damage to materials, products, or equipment sent to the Service Provider or third parties (e.g., influencers) in connection with the Services.
22.2 Product Samples. For UGC content creation, the Client is responsible for sending product samples to influencers. Neither the Service Provider nor the influencers are obligated to return the products or compensate the Client for them.
23.1 Review Period. The Client shall review and accept or provide feedback on deliverables within forty-five (45) days of submission by the Service Provider.
23.2 Failure to Respond. If the Client fails to respond within the specified review period, the deliverables shall be deemed accepted.
23.3 Provision of Materials. The Client shall provide all necessary content, images, and feedback within twenty-five (25) days from accepting the project. Failure to do so may result in project termination without refund of advance payments.
24.1 Language. This Agreement is executed in the English language, which shall be the governing language for all matters relating to the interpretation and enforcement of this Agreement.
By accessing or using the Service Provider’s website or services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions. If the Client does not agree with any part of these terms, they must discontinue use of the website and services immediately.
The Service Provider reserves the right to modify or update these Terms and Conditions at any time without prior notice. Such changes will be effective immediately upon being posted on the website. It is the Client’s responsibility to review these Terms and Conditions periodically. Continued use of the website or services after any such changes constitutes acceptance of the new terms.
For any questions or concerns regarding these Terms and Conditions, please contact:
InvenTech Solution
2/A-05, Gokul Gaurav
Shivaji Road, Kandivali West
Mumbai 400067, Maharashtra, India
Email: info@inventechsolution.com
These Terms and Conditions were last updated on 01/10/2024.
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