IMPORTANT NOTICE: By making any payment (including advances or full fees) to Brandtisers Media, the Client explicitly acknowledges, confirms, and guarantees that they have read, thoroughly understood, and unequivocally agreed to be legally bound by all the Terms & Conditions, clauses, and stipulations set forth herein below. |
- PURPOSE, SCOPE, AND BINDING EFFECT
1.1 Engagement: This document constitutes a legally binding agreement between Brandtisers Media (hereinafter referred to as the ‘Agency’) and the person, entity, or corporation engaging the services of the Agency (hereinafter referred to as the ‘Client’).
1.2 Scope Definition: Services shall be executed strictly in accordance with the parameters, details, and limitations explicitly outlined in the mutually approved proposal, project quotation, or official invoice issued by the Agency. Any item, task, or deliverable not explicitly stated within said approved documents shall reside outside the current contractual scope.
1.3 Out-of-Scope Modifications: Any request by the Client for additional revisions, campaigns, structural shifts, design overhauls, or services outside the pre-approved scope shall be treated as a separate Change Request. Such modifications shall be subject to independent cost estimations and will only be executed after formal, written authorization and payment confirmation from the Client.
- FINANCIAL AND PAYMENT TERMS
2.1 Advance Payment Principle: Unless alternative billing terms are mutually agreed upon in writing by authorized representatives of both parties, all routine monthly recurring service fees are strictly payable fully in advance of the service period execution.
2.2 Operational Commencement: The Agency maintains an absolute policy that no operational workflows, strategy formulations, campaign builds, creative assets, or development milestones will commence until the designated and agreed-upon advance payment has cleared into the Agency’s account.
2.3 Consequences of Delayed Payment: Any material delay or failure in issuing payments by the scheduled due date shall empower the Agency to immediately exercise its right to suspend all active services. This includes, but is not limited to, pausing active digital advertising campaigns, delaying project execution timelines, suspending recurring search engine optimizations, and completely withholding final deliverables, administrative credentials, or creative files.
2.4 Continuous Billing Schedule & Suspension Penalty: In the event that the Agency exercises its right to suspend services due to Client payment delays, the suspension period shall not be subject to any carry-forward, post-dated adjustments, time extensions, or financial compensation in subsequent billing cycles. The core monthly calendar billing schedule remains completely continuous as per the original timeframe, and no credits or deductions will be issued for operational days lost during Client non-compliance.
2.5 Non-Refundability Statement: All monetary payments made to the Agency are structurally and completely non-refundable. This clause applies unconditionally across all phases of engagement, regardless of campaign progress or early termination, unless specifically altered and executed via an express written agreement signed by the chief executive officer of the Agency.
- CLIENT RESPONSIBILITIES, ACCESS, AND COOPERATION
3.1 Provision of Essential Assets: The Client bears an affirmative and continuous obligation to supply the Agency with all necessary assets. This includes administrative account credentials, business profile access, high-resolution branding assets, product descriptions, pricing details, copy outlines, feedback, and timely approvals necessary for execution.
3.2 Impact of Client Delays: Any operational lag, delayed response, or failure by the Client to provide required assets, access permissions, or design feedback will inevitably compress timelines and severely impair campaign algorithm stabilization or general performance. The Agency is completely absolved of any legal or financial responsibility for missed deadlines, underperformance, or project extensions resulting directly or indirectly from Client-side delays.
3.3 Legal Accuracy and Compliance Warranties: The Client explicitly warrants that all information, claims, product offers, guarantees, compliance documentation, and business data provided to the Agency are entirely accurate, legitimate, and fully compliant with all localized, state, federal, international laws, and third-party advertising policies. The Client assumes full ownership of the validity of these claims.
- DIGITAL MARKETING PERFORMANCE & EXPECTATIONS DISCLAIMER
4.1 Multi-Factor External Volatility: The Client formally acknowledges and accepts that digital marketing results are fundamentally dependent on a broad spectrum of volatile external factors completely outside the control of the Agency. These external variables include, but are not limited to, macro-market demand shifts, aggressive competitor counter-campaigns, dynamic target audience behaviors, changes in consumer pricing models, product/service quality, the landing page or website user experience, economic seasonality, and systemic algorithmic shifts initiated by major tech platforms.
4.2 Explicit Non-Guarantee of Specific Metrics: The Agency provides absolutely no explicit or implied warranties, guarantees, or firm assurances regarding fixed volumes or specific baselines of leads generated, direct sales volume, conversion rates, follower counts, website impressions, incoming phone inquiries, user engagement metrics, organic keyword search engine rankings, or direct financial Return on Investment (ROI).
4.3 Strategic Long-Term Nature: Digital marketing is a progressive, long-term strategic initiative. Meaningful traction, sustainable growth, and actionable conversion funnels require significant data aggregation, strategic testing, and multi-layered optimization. The Client is strongly advised to maintain commercial patience; initial lead generation, rank improvements, and notable business shifts are rarely achieved within the first few weeks or the first calendar month of an engagement.
4.4 Account Maturity and Historical Data Constraints: For newly created social media channels, fresh ad accounts, brand-new websites, or pristine Google Business Profiles, initial performance metrics will radically differ from established accounts due to a complete lack of historical data, lack of audience pixel signals, and strict introductory restrictions enforced by platform algorithms. The Agency cannot mirror the performance of well-established profiles when optimizing newly formed entities.
4.5 Minimum Recommended Engagement Period: To achieve true measurable outcomes, the Client is highly recommended and advised to remain engaged with the Agency for an uninterrupted minimum duration of three (3) consecutive months. This baseline period ensures that campaigns can move beyond foundational learning models.
4.6 Premature Discontinuation Consequences: If the Client elects to discontinue, pause, or terminate the services prior to the completion of the recommended three-month optimization window, the Agency is entirely legally and operationally absolved of any accountability, fault, or blame regarding shortfalls in leads, flat search rankings, low conversion counts, or poor overall performance metrics.
- LEARNING, OPTIMIZATION, AND THIRD-PARTY PLATFORM DEPENDENCY
5.1 The Learning & Optimization Window: All performance-driven advertising systems (including Meta and Google Ads) and search engine frameworks require an initial structural ‘Learning & Optimization Period’ lasting approximately one (1) to three (3) weeks from campaign launch. During this technical phase, strategy vectors, creative variants, demographic targeting, and bid parameters are constantly re-indexed and refined based on initial live performance data streams.
5.2 Total Exemption from Platform Actions: All core services are deployed on independent, third-party technical environments, specifically including Meta Platforms Inc. (Facebook, Instagram), Google LLC, LinkedIn, YouTube, and other digital ecosystems. The Agency maintains zero control over these corporations and is completely exempt from liability for sudden platform algorithmic adjustments, mandatory policy updates, unilateral ad account suspensions, systemic technical outages, random ad rejection instances, or severe profile restrictions imposed directly by the platforms.
5.3 Reinstatement Assistance Limitations: In the event that a third-party digital platform restricts, flags, or completely bans a Client’s ad account, page, pixel, or business manager, the Agency will offer reasonable technical assistance and consultation to guide the Client through appeal mechanisms. However, the Agency cannot guarantee successful profile reinstatement or asset recovery, as final determinations rest entirely within the sole discretion and governance of the respective third-party platform.
- CONTENT COMPLIANCE, PROPERTY RIGHTS, AND CONFIDENTIALITY
6.1 Client as Final Approving Authority: While the Agency may draft, develop, and structure marketing assets—including advertising copy, graphic design layouts, short-form video assets, AI-augmented creatives, promotional captions, and marketing concepts—the Client remains exclusively and final-responsible for verifying the factual accuracy, legal safety, copyright status, trademark clearance, licensing requirements, and platform compliance of all materials prior to their formal public distribution or live advertising launch.
6.2 Intellectual Property Retention & Transfer: All original creative materials, custom ad text, unique design elements, diagnostic reports, strategic marketing outlines, and multi-channel frameworks engineered by the Agency remain the exclusive Intellectual Property (IP) of the Agency until all outstanding balances, invoices, and service fees have been completely cleared by the Client. Upon receipt of full payment, the usage rights or structural ownership of specified final deliverables shall transfer to the Client as mutually agreed.
6.3 Mutual Non-Disclosure Obligations: Both the Agency and the Client mutually agree to maintain strict, unbreachable confidentiality regarding all private business data, administrative account credentials, end-consumer datasets, proprietary campaign strategies, and secret operational frameworks exchanged over the lifespan of the commercial engagement.
- LIABILITY LIMITATIONS, SUSPENSIONS, AND CONTRACT TERMINATION
7.1 General Limitation of Liability: The Agency, its executives, directors, employees, and subcontracted entities shall not be held liable for any indirect, incidental, consequential, special, punitive, or secondary business losses. This includes, but is not limited to, loss of revenue, operational profits, data corruption, or business reputation damage resulting from platform changes, market forces, Client-side corporate decisions, technical infrastructure errors, or force majeure events outside the Agency’s control.
7.2 Comprehensive Grounds for Service Suspension: The Agency reserves the absolute legal right to instantly pause or completely suspend active service provisions, without liability or penalty, under any of the following parameters: (a) Chronic non-payment or delayed clearance of outstanding invoices; (b) Excessive delays in providing required content materials or project approvals; (c) Continued failure to grant critical administrative account access; (d) Direct violation of advertising codes or platform policies by Client entities; or (e) Any form of abusive, hostile, unethical, threatening, or unlawful conduct targeted at Agency staff, account managers, or corporate representatives.
7.3 Termination Notice Protocols & Final Settlement: Either party may formally terminate the active engagement by providing a strict minimum of thirty (30) days prior formal written notice to the other party. Once active execution has initiated for a specific billing cycle, no refunds shall be issued under any circumstances for that active cycle. Furthermore, all pending dues, unbilled hours, or processing costs must be settled in full by the Client before the termination process is legally considered finalized.
- SERVICE-SPECIFIC LEGAL TERMS AND CLAUSES
8.1 Meta Ads & Advertising Management
8.1.1 Separation of Media Spend: The active advertising media budget (ad spend) is completely distinct from the Agency’s professional management fee. This ad spend must be funded directly by the Client through payment instruments linked directly to Meta Ads Manager, ensuring payments go straight to Meta.
8.1.2 Asset Access Requirements: The Client must consistently provide secure, authenticated administrative or advertiser access to the relevant Meta Ads Manager, corporate Facebook Pages, Instagram Accounts, and Meta Pixel assets.
8.1.3 Strategic Scaling Approvals: Core scaling parameters, major budget shifts, and overarching structural changes to active campaign strategies will only be deployed following clear authorization or verbal/written approval from the Client’s designated team.
8.1.4 CPL and Volume Disclaimers: The Agency does not offer any warranties or guarantees concerning fixed Cost Per Lead (CPL) benchmarks, total lead counts, direct sales volume, or digital conversion values.
8.2 Social Media Management (SMM)
8.2.1 Content Calendar Adherence: The Agency agrees to engineer, curate, and schedule social media publications strictly as outlined in the mutually finalized content calendar and specific engagement tier package.
8.2.2 Timely Review Milestones: The Client is required to review, refine, and provide approvals on drafted content bundles within the specified timeline. Any lag in Client sign-off will directly cause delayed posting sequences, for which the Agency bears no accountability.
8.2.3 Organic Reach and Virality Limits: Organic channel traction, natural follower growth, standard post reach, engagement spikes, or viral media exposure cannot be guaranteed by the Agency, as these organic streams are governed entirely by fluctuating user behaviors and black-box platform algorithms.
8.3 Search Engine Optimization (SEO)
8.3.1 Iterative Non-Instantaneous Velocity: The Client acknowledges that SEO is an iterative, long-term technical process. Meaningful, permanent visibility gains and domain index improvements typically require several consecutive months of continuous on-page and off-page efforts.
8.3.2 Non-Guarantee of First-Page Positioning: The Agency cannot and does not guarantee placement on the first page of search results, exact keyword positioning, fixed traffic increases, or a specific baseline of inbound organic consumer inquiries.
8.3.3 Algorithmic Volatility Factors: Organic rankings are prone to volatility and sudden fluctuations due to search engine core algorithm changes, hyper-competitive competitor optimizations, structural updates made by the Client to the website, and external indexing shifts.
8.3.4 Technical Website Pre-conditions: SEO performance is intrinsically bound to the underlying structural health of the website, its load speeds, mobile responsiveness, historic domain authority, market niche density, and search policies.
8.4 Google Business Profile (GBP) Management
8.4.1 Administrative Privileges: The Client must grant complete Owner or Manager level access privileges to the designated Google Business Profile to allow the Agency to perform management functions.
8.4.2 Operational Boundaries: Subject to the explicit inclusion of GBP management within the selected service package, the Agency will carry out baseline profile optimizations, publish localized updates, update operating details, upload assets, and coordinate review monitoring workflows.
8.4.3 Google Sovereign Supremacy: Google LLC maintains total sovereign control over local map visibility, geographic search indexing, business verification requirements, profile suspensions, and reinstatement windows. The Agency has no power to force Google’s systems and offers no guarantees for top local pack placements, direct phone call volume increases, or inbound lead generation via the profile.
8.5 Website Design & Development Services
8.5.1 Asset Delivery Mandate: The Client must supply all fundamental textual copy, raw high-resolution media, corporate branding elements, and technical parameters required for website construction.
8.5.2 Retainer Structure (50% Advance): A minimum payment threshold of exactly fifty percent (50%) of the total estimated web project cost must be cleared by the Client as an advance deposit before the project is scheduled or any design architecture begins.
8.5.3 Milestone Clearance (50% Pre-Delivery): The final remaining balance of exactly fifty percent (50%) of the project cost must be fully paid and cleared immediately prior to the live deployment of the website, server file migration, domain routing, or the transfer of core administrative credentials.
8.5.4 Prerequisite Infrastructure: Development workflows will only begin after the 50% advance payment has cleared and all necessary content assets, brand guides, and hosting credentials are delivered to the Agency.
8.5.5 Sourcing of External Assets and Tools: Unless explicitly specified as covered by the Agency in a separate written agreement, the Client is exclusively responsible for sourcing and financing the domain registration, web hosting, business email suites, SSL certificates, premium themes, paid plugins, API keys, and third-party software licenses. All ongoing or structural costs for these items shall be borne solely by the Client.
8.5.6 Structural Timeline Adjustments: Any delay or extended timeline from the Client in sending logos, text, or required operational resources will automatically extend the project timeline by an equivalent or greater period.
8.5.7 Scope Adherence and Feature Creep: The web asset will be built strictly in accordance with the features, wireframes, and specifications mutually approved prior to project launch. Any extra features, structural shifts, or visual redesigns requested post-launch will be treated as an official Change Request and invoiced separately.
8.5.8 Post-Delivery Modification Billing: Standard packages include minor styling revisions, which must be executed during the development phase. Any design revisions, copy changes, or feature requests made after final project delivery are fully chargeable under standard hourly rates.
8.5.9 The One (1) Business Day Review Window: Upon completion of the staging link, the Client must review the website and provide a consolidated feedback list or formal sign-off within exactly one (1) business day. Delays in communication or review will result in immediate adjustment of the final delivery schedule.
8.5.10 Absolute Payment-Before-Handover Rule: The live website assets, underlying source code, database exports, and master administrative credentials will be handed over to the Client only after the final 50% balance payment has cleared into the Agency’s bank account.
8.5.11 Retainer Forfeiture on Cancellation: Once development has started, the 50% advance payment is completely non-refundable. If the project is canceled or abandoned by the Client mid-development, the advance payment will be retained by the Agency as liquidated damages for time and resources spent.
8.5.12 Post-Handover Technical Disclaimer: The Agency is entirely absolved of any responsibility or liability for website downtime, server data loss, code vulnerabilities, or integration errors caused by third-party hosting companies, domain registrars, payment gateways, theme builders, or external API updates after delivery.
8.5.13 Exclusion of Ongoing Support & Backups: Ongoing website maintenance, core security patches, server backups, regular content updates, and ad-hoc technical support are completely excluded from development packages unless explicitly detailed in a separate recurring maintenance contract.
8.6 Creative Design & AI-Generated Content
8.6.1 Hard Limits on Visual Revisions: The total number of design revisions provided under any creative design package is strictly limited to the number specified in the approved proposal or package details. Requests for extra revisions or full design overhauls will be billed as out-of-scope work.
8.6.2 AI Utilization and Verification: To improve efficiency and creativity, the Agency may utilize specialized Artificial Intelligence (AI) tools during content generation. While the Agency conducts professional editorial reviews, the Client retains final responsibility for verifying the factual accuracy, industry compliance, and trademark safety of all AI-assisted content before publication.
- COMPREHENSIVE THIRD-PARTY FEES AND SPECIFIC SETUP CHARGES
9.1 Absolute Separation of Tool and License Fees: The procurement and upkeep of third-party assets—including specialized SaaS suites, analytical tracking tools, stock imagery or premium video licenses, automation software, customer relationship management (CRM) systems, and email marketing platforms—are completely separate from the Agency’s core service management fees and must be funded directly by the Client.
9.2 Surcharges for Structural Digital Infrastructure: All expenses related to domain registration, third-party web hosting renewals, active SSL data certificates, secure business email accounts, corporate Google Workspace configurations, Microsoft 365 licenses, specialized WhatsApp Business API setups, SMS gateway credits, Meta Verification fees, and custom software integrations are outside the core management fees and shall be paid by the Client.
9.3 One-Time New Social Media Account Provisioning Fee: If the Client requires the Agency to build, configure, and initialize completely new social media accounts (including Facebook, Instagram, LinkedIn, X/Twitter, YouTube, Pinterest, or equivalent channels), a strict, non-negotiable, one-time setup fee of ₹2,499 per individual platform will be applied.
9.4 One-Time Google Business Profile Setup and Deployment Fee: If the Client requires the Agency to structure, optimize, and submit a brand-new Google Business Profile (GBP), a specific one-time setup fee of ₹2,999 will be applied. This technical setup fee includes core profile generation, keyword mapping, basic profile optimization, and guide assistance through standard verification steps.
9.5 Google Verification Disclaimer: The Client explicitly recognizes that local business verification is controlled entirely by Google LLC. The Agency does not guarantee verification approval or specific review timelines by Google’s support teams.
9.6 On-Site Field Visit Travel Surcharges: Any physical, on-site travel or field visit required by Agency staff for Google Business Profile setup, video verification, asset collection, or specialized consultations will be billed separately. These on-site visit charges will vary based on the Client’s geographic location and travel requirements, and must be approved in advance.
- GOVERNING LAW, INTERPRETATION, AND MISCELLANEOUS
10.1 Governing Law and Court Jurisdiction: This agreement, along with all associated invoices and project scopes, shall be governed by and interpreted strictly in accordance with the applicable commercial laws of India, without regard to conflict of laws principles. Any legal actions, formal disputes, or court proceedings arising from this contract shall be subject to the exclusive jurisdiction of the competent courts located where the Agency’s principal corporate office is registered.
10.2 Judicial Severability of Provisions: If any provision, clause, or paragraph of these Terms & Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or enforceability of the remaining provisions. The remainder of the agreement shall continue in full force and effect.
10.3 Structural Amendment and Terms Updates: The Agency explicitly reserves the right to modify, amend, update, or overhaul these Terms & Conditions at any time. Any updated terms will apply to future service cycles, renewals, or new project scopes, and will be communicated to the Client where applicable. Continued engagement or payment following updates constitutes complete acceptance of the revised terms.