Terms & Conditions For Providing Digital Marketing Services

Updated: July 2019

This Service Agreement (“Agreement”) is hereby entered into between The BrandLord Studios LLP (hereinafter referred to as “the Agency” or “we” or “The BrandLord” or “BrandLord”) and the party set forth in the related “Letter of Association / Order Form” (hereinafter referred to as “the Client” or “you”) and applies to the purchase of all Digital Marketing Services ordered by Client. In addition to this, terms and conditions that may relate in specific cases to particular accounts or agreements as identified and agreed during the discovery phase will be itemized clearly within your “Letter of Association / Order Forms”.

General Definitions

• Business Days:Any day other than a Saturday, Sunday or public holiday in India, when banks in India are open for business.
• Hours of Business: 10am – 7pm.
• Commencement Date: The Letter of Association / Order Form and Service Agreement shall only be deemed to be accepted when the Agency and Client issues written acceptance of the Letter / Order at which point and on which date the Contract shall come into existence.
• Intellectual Property Rights: Patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, goodwill and the right to sue for passing off [or unfair competition], rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1. TERM AND TERMINATION: This Agreement shall be effective as of the time frame set forth on the Letter of Association / Order Form. This Agreement may be terminated by either party upon written notice to the other within thirty (30) days of receipt of the notice. This Agreement may be terminated by the Agency (i) immediately if the Client fails to pay any fees hereunder; or (ii) if the Client fails to cooperate with the Agency or hinders the Agency’s ability to perform the required Digital Marketing Services hereunder. The Client shall pay all outstanding invoices and all other sums due to the Agency under this Agreement (or in respect of the relevant Services). In addition to its obligations to make payments under the express terms of this Agreement, if the Client arranges for a third party to provide the Services during the Notice Period, it shall pay the Agency a sum equivalent to the remuneration which the Agency would have received had the Agency provided the Services during that period.

In the event of change or cancellation, we reserve the right to charge you for all costs of complying with your request, which may include our expenses, production costs, cancellation fees, and our fees in respect of such plans, schedules and any work-in-progress. In cases where the cancelation was not due to any fault on the part of The BrandLord (for example where you changed your mind); we also reserve the right to charge you for our time in preparation of audits, proposals, invoices and meetings that were incurred prior to the cancellation date.

In the event of any project being delayed by client for more than two full billable months, during which no work takes place, the agency reserves the right to continue charging at 50% of the full monthly invoice amount, up to a maximum of four consecutive months. The project end date will be extended by the same number of months as the project is delayed by the client. The other 50% of the full monthly invoice amounts will then be charged during the months the project has been extended. If the project does not restart after four months the agency reserves the right to retain all payments made to the agency and you may lose your banked days.

2. CONDITIONS: These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

1. a) Any samples, drawings, descriptive matter or advertising issued by the Agency, and any descriptions or illustrations contained in the Agency’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services (including those offers entered in the Service Agreement and Order Form) described in them. They shall not form part of the Contract or have any contractual force.
2. b) Any quotation given by the Agency shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.

2. SEO SERVICES (a) In performing the Search Engine Optimization (SEO) Service, the Agency shall develop a plan intended to increase the visibility of the Client’s Website(s) and improve the search ranking of the Website(s) in relation to search terms relevant to the Client’s business, and provide related program strategy and tactical recommendations.(b) The Client acknowledges that the SEO Services will require modifications to the Website(s) which may include changes to site titles, metadata, copy, structure, links, and other factors that influence higher index visibility and keyword ranking.(c) The Client will be responsible for providing appropriate personnel to work with the Agency to implement the recommendations provided as part of the SEO Services.(d) The Client shall be solely responsible for operating, maintaining and managing all aspects of the Website. (e) The Agency will own the right to keep admin access of websites, platforms or applications until all work has been completed and paid for.
3. WEB DEVELOPMENT (a) Copyright. The client retains the right to data, files and graphics provided by the client. The client warrants that they hold all rights, permissions and copyright to all information provided and fully indemnify the agency against any and all claims, costs or actions regarding the use of information, files and graphics supplied by the client for the agency to use in respect of contracted web development services provided to the client. (b) Law. It is the client’s responsibility to comply with the laws, taxes, and tariffs relating to web-sites and the agency does not offer legal advice in these matters (c) Proprietary code. Should the agency write custom code for a website or application required by the client, then the copyright for such code shall remain with the agency. In such cases the agency shall authorize the client to make full usage of such code within the confines of their own business only, unless agreed separately in writing. (d) The Agency will own the right to the IP of all online websites, platforms or applications (including modifications/bespoke coding made to open source solutions) which are being built or edited, until all work on them has been completed and paid for. (e) The hosting, backups & security of client’s online properties will be client’s responsibility only. Website & Application hosting, backups & security threats like (including but not limited to) hacker attack, malware attack, spyware attack, loss of backup & server code or any other type of attack that may happen is responsibility of the client only.

(f) Incase hosting, backups & security services are being asked for and provided by The BrandLord then no loss can be claimed in case of any damage made by such threat (listed in point (e) or any other issue not listed herein this agreement). We do the best of our effort to protect client’s online property from such threats or problems but do not provide any sort of guarantees in this regard and are not liable for any claims made for losses or damage that that these threats or problem may inflict on clients online properties.

(g) Renewal of things like domain name, hosting or any other thing that needs timely renewal to keep client’s online properties running is client’s responsibility only. For any renewal that needs to be done by The BrandLord, the client shall remind The BrandLord atleast before one month from the date of renewal via email and failing to do so will indemnify The BrandLord for any loss that may arise from it.

4. FEES; LIMITATIONS ON REFUNDS AND CANCELLATION FEES (a) The Client agrees to pay the Agency any and all fee(s) as agreed and communicated over email or written in Letter of Association or Order Form (b) Remuneration and assignments shall be reviewed annually or at any time in the event of substantial changes to the Client’s requirements. Any agreed review shall be confirmed in writing by both parties. Where the Agency’s remuneration is a fee based on the projected time to be incurred in providing the Services, the Agency reserves the right to reconcile and adjust the fee every three months to reflect the actual time spent. (c) If the Client and the Agency are unable to agree remuneration in advance of the due date for the annual review the remuneration previously applied shall continue to be payable until such time as agreement is reached, at which point any necessary balancing payment shall be made, or until the Agreement appointment is terminated. (d) The Agency will invoice monthly and payment terms are 30 days from the date of each invoice. If the Client fails to pay any invoice within 10 days of the due date, the Agency reserves the right to suspend the Services (e) Unless otherwise agreed in writing all fee or commission payments will be invoiced and paid in the currency in which the Agency is to incur those costs. (f) In the event that the Client requires any additional services outside of the originally agreed scope, the parties agree to negotiate in good faith with respect to the terms, conditions, and compensation for those additional services. (g) Travel and associated expenses and any other out-of-pocket expenses incurred by the Agency or its employees at the Client’s prior written request or incurred outside the scope of the Agency’s normal duties will be charged to the Client at cost. (h) The existence of a query on an individual item in an account will not affect the due date of payment for the balance of the account. (i) Absence of any Client purchase order number or other job number will not constitute a valid reason for non-payment. (j) All fees, costs and all other amounts to be invoiced to the Client are exclusive of Value Added Tax or other local sales or other taxes or duties, which will be added to all invoices at the prevailing rate if required by law. (k) The Agency reserves the right to charge interest on all overdue amounts at the higher of the local applicable interest rate or (rate of a particular Indian Bank) (l) If the Agency’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation, the Agency- without limiting or affecting any other right or remedy available to it- shall have the right to suspend performance of the services until the Client remedies the omission/failure, and to rely on the omission/failure to relieve it from the performance of any of its obligations in each case to the extent the omission/failure prevents or delays the agency’s performance of any of its obligations (m) Graphic design costs are charged after each piece of work (or amendments) are completed. You will be provided an estimate of the number of hours and cost in advance, which you must agree by any mode of communication (verbal or written) before the work can commence. Once you have paid for the design (in full), the IP will be transferred to you. All third-party invoices will be passed to the customer with a 20% agency fee (n) Any queries in respect of an invoice must be raised within 7 days of the date of the invoice. After this date it will be deemed that the invoice has been accepted by you.

5. The Client RESPONSIBILITIES For the purposes of providing the agreed services, the Client agrees:
6. a) To provide the Agency with FTP access to its web sites for uploading new pages, and making changes for the purpose of performing any agreed digital marketing service and approves to go through a third party.
7. b) To authorize the Agency use of all the Client’s logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Agency for performing the agreed services.
8. c) To provide any and all things mentioned in this document or communicated by any vocal or written means of communication.
9. Online Advertisements (a) Unless otherwise agreed by the parties in writing, in accordance with industry standard practice, the Agency’s contracts with search engines and other suppliers for the Clients’ paid search marketing are made in accordance with the search engine/supplier’s current standard terms, conditions and contracts. The Agency shall act as principal in dealing with all search engines/suppliers and all other suppliers unless otherwise mandated by local laws. In respect of the placing of all advertisements, the rights and liabilities between the Client and the Agency shall correspond to those between the Agency and the various search engines/suppliers under such conditions and contracts. Accordingly, the Client acknowledges and accepts: (i) that terms and rates are subject to revision in accordance with the agreements made by the various search engines/suppliers concerned and (ii) that all standard trading terms of search engines, social media platforms and/or other suppliers will be adhered to by the Client. (b) The Client agrees to indemnify the Agency and the relevant search engine/supplier in respect of any breach of any search engine/supplier terms, which occurs as a result of any act or omission by the Client. (c) The Client agrees to provide admin access to the agency to operate their accounts over the agreed online advertising platforms. (d) The agency reserves the right to keep the admin access of the online platforms that it is managing for the clients to itself only. The client acknowledges and authorizes the agency to do so. However, the client has the right to view their online accounts that are being managed by agency on their behalf. If the client wishes to view their account details then they will be allowed to do so by providing them the access to view as a “Viewer” for their managed account(s). (e) The client acknowledges and agrees that the agency is not bound for any performance guarantees. The client acknowledges and agrees that the expected results, from the agreed services provided by the agency, that may have been communicated either verbally or in written to the client are subject to vary and no claim can be made for the expected performance results.

7. The Client ACKNOWLEDGEMENTS The Client understands, acknowledges and agrees that:

a) The Agency has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. The Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. The Agency will resubmit those pages that have been dropped from the index.

1. b) Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list The Client’s web site(s).
2. c) Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time.
3. d) Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear, the Agency will re-submit the web site(s) based on the current policies of the search engine or directory in question on the client’s request.

e) Some search engines and directories offer expedited listing services for a fee. The Agency encourages the Client to take advantage of these expedited services. The Client is responsible for all expedited service fees unless otherwise noted in the Letter of Association or Order Form.

1. f) We reserve the rights to use your logo in our marketing material, PR, website or portfolio; unless we have agreed a mutual NDAFor any websites that we build we will include a link back to our site with a link identifying that we have designed or developed the site. We reserve the right to include your results in our case studies. Upon making a request over email, we will provide a copy of the published text or results for you. If preferred and requested over email, we will publish case studies results of your account anonymously. Where relevant we will provide an online link back to your site, so you can get the SEO benefit from our site authority.

8. WEB SITE CHANGES: The Agency is not responsible for changes made to the Client’s web site(s) by other parties that adversely affect the search engine or directory rankings of Client’s web site(s).
9. ADDITIONAL SERVICES: Additional services not agreed in the initial written communication or Letter of Association or Order Form will be provided at extra cost and will be billed to the client at an fixed rate or at hourly rate as deemed suitable by the agency. The Agency is not responsible for the Client’s or any other third party’s work that may affect the client’s online properties and/or their performance in any way(s). The Client will be charged an additional fee for re-doing any work by the agency, which may or may not have been mentioned in the Letter of Association or Order Form or any other form of written communication made between The Client and The Agency.

10. INDEMNIFICATION: The Client shall indemnify and hold harmless the Agency (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable legal fees and all related costs and expenses) incurred by Agency as a result of any claim, judgment, or adjudication against the Agency related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by the Client to the Agency (the “the Client Content”), or any content made or modified by the Agency for the Client and approved by the Client to use for the Client (“the Client Approved Content”) (b) a claim that the Agency’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, the Agency must: (i) give the Client prompt written notice of a claim; and (ii) allow the Client to control, and fully cooperate with the Client in, the defense and all related negotiations.
11. DISCLAIMER OF ALL OTHER WARRANTIES: The Agency does not warrant that the services provided by the Agency will meet the client’s expectations or requirements. The entire risk as to the quality and performance is with the client. Except as otherwise specified in the Letter of Association, the agency provides its services ‘as is’ and without warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties, provided by each party. Provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the agreement and shall not affect the validity and enforceability of any remaining provisions.
12. LIMITED LIABILITY: The client acknowledges that certain services may involve the licensing of third-party intellectual property rights and that the client may from time to time be required to enter into a license directly with such third-party. The Client hereby acknowledges that certain services rely upon goods and/or services being provided by third-parties (‘Third-Party Services’).

You may be charged for other third-party tools. These include but are not limited to;call tracking, reporting, ad management tools etc.

All specialized third-party tools required above those used for daily management will be itemized within your Letter of Association or Order Form or will be communicated in written at the required point of time and will be used and billed, in addition to the regular fees, to the Client.

In no event shall the agency be liable to client for any indirect, special, exemplary or consequential damages, including any implied warranty or merchantability or fitness for a particular purpose and in particular any claim of the failure of any software contained on rented or owned servers of the client or implied warranties arising from course or dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. The agency makes no warranty of any kind, whether express of implied with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties. The client is responsible for back up of the complete system, and re installing in event of failure of software. Providers of Third-Party Services may provide their own warranties to the client and the client must satisfy itself whether or not such warranties (where given) are acceptable for the client’s business purposes or risk management policies.

We shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the contract for:

1. i) loss of profits;
2. ii) loss of sales or business;

iii) loss of agreements or contracts;

1. iv) loss of anticipated savings;
2. v) loss of use or corruption of software, data or information;
3. vi) loss of or damage to goodwill; and

vii) any direct or indirect or consequential loss.

Our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract shall not exceed of the total charges paid under the contract.

Disclaimer of Warranties:

1. a) You expressly agree that entering or using of The BrandLord’s service and/or product is at your own risk. No warranty, representation, condition, undertaking or term – express or implied, statutory or otherwise – including but not limited to the condition, quality, durability, performance, accuracy, reliability, non-infringement, merchantability, or fitness for a particular purpose or use of The BrandLord’s service and/or product is given or assumed by all such warranties, representations, conditions, undertakings and terms are hereby excluded.
2. b) We make no warranty that our services will meet your requirements, or that our services will be uninterrupted, timely, secure, or error free; The BrandLord makes no representations as to the suitability of the information available on or through The BrandLord, including but not limited to user amended sites, for any purpose nor about its legitimacy, legality, validity, accuracy, correctness, reliability, quality, stability, completeness or currency.
3. c) The BrandLord makes no warranty that service(s) provided by us will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose,
4. d) The BrandLord makes no warranty that service(s) provided by us will lead to any clicks to your business or other information.
5. e) The BrandLord makes no warranty that service(s) provided by us will lead to consistent exposure of your business or your key words during your subscription period (including but not limited to, the position your advertisement is placed on a search result page or the frequency and time of day that your advertisement is displayed). All such information on the user-amended sites is provided by the users.
6. f) The BrandLord does not endorse, verify or otherwise certify the contents of the client and client’s online properties. Client is solely responsible for the contents of their websites and their online advertisement content and may be held legally liable or accountable for the contents. (without limitation in connection with infringement of intellectual property rights of any other party).
7. g) The BrandLord abides by the guidelines of online advertising platforms; key terms or adverts requested by the customer must also abide by these guidelines. The packages are sold on the terms of key terms being a key term and location, hence key terms on their own without a location may require a higher subscription or an increase in the customers’ current package.
8. h) The BrandLord is not responsible for the increase of any key terms cost per click, hence if your subscription amount can no longer cater for the key terms, they will be removed from your list of key terms. The BrandLord does not warrant or guarantee:

(i) that any information available on or through The BrandLord will be free of infection by viruses, worms, trojan horses or anything else manifesting, contaminating or destructing client’s online properties;

(ii) that the information available on or through The BrandLord will not contain adult-oriented material, or material which some individuals may deem objectionable; or

(iii) that the functions or services performed by The BrandLord will be uninterrupted or error-free or free from defects. It is the sole responsibility of the Client to isolate software and information, execute anti-contamination software and otherwise take steps to ensure that software or information, if contaminated or infected, will not damage user’s information or system.

13. All intellectual property rights for the work done by the Agency, like designing or coding or any other work considered as IP, will remain with The BrandLord until all work has been paid for in full.
14. The Client REPRESENTATIONS:The Client makes the following representations and warranties for the benefit of the Agency:
15. a)The Client represents to the Agency and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Agency are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the Agency and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
16. b)The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the Agency for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Agency and its subcontractors from any liability or suit arising from the use of such elements.
17. c)From time to time governments may enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Agency and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
18. AGENCY RESPONSIBILITIES:
19. a) The Agency shall supply the Services to the Client in accordance with the specification in all material respects.
20. b) The Agency shall use all reasonable endeavors to meet any performance dates specified in The Schedule of Work within your Letter of Association or Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
21. c) The Agency reserves the right to amend the specification in the Letter of Association or Order Form if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Agency shall notify the Client in any such event.
22. d) The Agency warrants to the Client that the services will be provided using reasonable care and skill.

15. CONFIDENTIALITY:The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the Agency and the Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
16. Data Protection:All information collected from or for the client will be held subject to the confidentiality terms of this agreement and in accordance with data protection laws. Such information will only be held by The BrandLord during the term of this contract. The client will have full responsibility in respect of complying with the Information Technology Act 2000 and Indian Penal Code for all information that The BrandLord collects and supplies to the client in the course of carrying out the contracted work.Information, like name, email, contact number, website URL that the clients provide us by filling the contact form will be kept confidential and not be exposed to a third party, without their prior consent. However, the information will be made privy to the employees of The BrandLord.The agencywill take reasonable precautions to prevent the loss, misuse or alteration of your personal information. The transfer of data over the internet is inherently insecure, and any kind of security in this regard cannot be guaranteed by The BrandLord.

17. FAILURE TO PERFORM: Neither party will be liable for any delay or for failure to perform its obligations if that delay or failure is caused by circumstances beyond the control of the party including but not limited to, acts of God, industrial dispute, civil disturbance, strikes (other than strikes by that party’s employees or its sub-contractor’s employees) or lockouts or impossibility of obtaining source material. Such party shall be entitled to a reasonable extension of time for the performance of such obligations.
18. RELATIONSHIP OF PARTIES:The Agency, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. The Client does not undertake by this Agreement, the Order Form or otherwise to perform any obligation of the Agency, whether by regulation or contract. In no way is the Agency to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
19. NOTICE AND PAYMENT:Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Letter of Association or Order Form. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
20. JURISDICTION:This Agreement shall be subject to and interpreted in accordance with the law of India and all disputes are subject to Jaipur Jurisdiction only.
21. AGREEMENT BINDING ON SUCCESSORS:The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
22. ASSIGNABILITY:Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the Agency. The Agency reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
23. WAIVER: No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
24. INTEGRATION:This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
25. NO INFERENCE AGAINST AUTHOR:No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
26. DISPUTES: In the event of any dispute arising out of the Agreement, the parties will attempt to settle it by negotiation. To this end, they shall use their respective best endeavors to consult or negotiate with each other, in good faith and, recognizing their mutual interests attempt to reach a just and equitable settlement satisfactory to both parties. Negotiations shall be conducted between the respective senior executives of the parties who gave authority to settle disputes. Incase the dispute is not settled mutually and if any party wishes to take it to the court of law then all disputes will be subject to Jaipur Jurisdiction Only.
27. READ AND UNDERSTOOD: Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions. Also, each party acknowledges and accepts that signing the letter of Association or Order Form binds them to the T&C of this agreement and that it is preferred but not mandatory to sign this document to enter the T&C of this document.
28. Excusable Delays:The Agency will not be liable for any damages related to delay or failure to perform due to causes beyond its control, including but not limited to, fire, strike, work stoppage or other labor interruption, freight embargo, terrorism, sabotage, war, civil disturbance, governmental action, rules or regulations, failure of machinery, equipment or information systems, failure of suppliers and digital partners, the elements, flooding, power outages or interruptions or acts of God. The Agency’s inability or failure to perform will not constitute a breach of this Agreement. Performance by the Agency of its obligations under this Agreement will be suspended during this type of delay or failure to perform. The Client may, however, terminate this Agreement if suspension lasts more than thirty (30) days.
29. Social Media:
30. a) In performing Social Media Marketing Services (SMM) the agency shall develop a plan intended to improve the visibility of the client’s business profile on the selected social media sites.
31. b) The client acknowledges that the Social Media Services will require the client to enable the agency to make posts on the clients behalf across the social media sites included with the service in order to influence the visibility and ranking of the client’s profile.
32. c) The client shall be responsible for providing the agency with the necessary login details to make posts and also for providing copy and/or information necessary for the agency to ensure posts are fully effective.
33. d) The client retains full responsibility for maintaining their social media profile and all links and content contained therein.
34. e) For PR and/or social media projects; the timing and placement of your content on third-party and media sites cannot be guaranteed. Therefore, the performance of the project will be judged against the agreed plan of activities to create and place content, (as well as our knowledge of the journalists and influencers in each sector).
35. f) We will provide estimates of the likely hit rate from the planned activities and then report on the actual amount of content placed and the engagement with the published content (regarding audience reach, social shares, click through and traffic to your site, links generated etc.). If applicable, we will also determine the commercial value and ROI of the coverage (as compared to buying the equivalent media space through advertising).

Performance Guarantees:

1. a) Please note that we cannot guarantee any improvement in the performance of your Digital Campaigns, due to many variables including your website and its ability to convert and competitor activity, amongst many, which may also affect the Cost per Click and/or the performance of your campaign. We cannot accept responsibility for any variation in the performance of your website due to seasonality, competitor activity, design and usability and other marketing conditions outside our control.
2. b) Whilst we cannot guarantee any specific improvement of rankings or traffic or any other performance parameter, we do use techniques in line with industry best practices as approved and/or adviced by online marketing platforms like Google etc.

1. c) It must be understood that we have no control over future algorithm or policy changes by Google or other online marketing platforms, but we do undertake various checks and techniques to try to ensure that the risk of a future penalty is minimized. It is essential that you inform us of any digital marketing activity that you may carry out independently; as these may carry risks of a manual penalty.
2. d) The subscription amount is the amount agreed to in the Letter of Association or order form or communicated over email at the time of sale. You understand that your subscription amount (less GST and account maintenance fees) is divided into equal daily budgets for the term of your subscription. Any unused daily budget will be pooled into a post subscription fund to be utilized at the discretion of The BrandLord.
3. e) The BrandLord works closely with you to identify realistic goals and timelines and employ the appropriate mix of tactics to realize the set objectives. If objectives are not met, then the payment made to the Agency will not be refunded and can’t be claimed in any way. However, we will offer a remedial course for the account within 30 days or more based on the factors that relate to the objectives. If the results after the remedial course suits you and you wish to continue ahead with the work then will be resume the work and the agency will be paid for the days of the remedial course. After assessing and defining the work involved in the new course of action, the Agency may send a revised quotation for the services carried/to be carried out. The BrandLord may not provide you with the login details of your online accounts as The BrandLord will manage your accounts on your behalf as part of your package.
4. f) If your instalment payment has not been made, as per your payment terms, your account will be suspended until payment has been received and a reactivation fee may also apply. If there is no payment after 45 days for an instalment, as per the payment terms, the account will be cancelled and the account will not be subject to any form of a refund. Cancelled accounts cannot be reactivated and any account history or information will not be retrievable.

MISCELLANIOUS:

You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and for determining whether the Services are appropriate for your purposes. You shall provide (or cause others to provide) to us, promptly, the information, resources and assistance (including access to records, systems, premises and people) that we reasonably require to perform the Services. This also applies to those supporting documents and records, events and circumstances which first become known during our work. All information provided by you or on your behalf (“Client Information”) shall be accurate and complete. The provision of Client Information to us will not infringe any copyright or other third-party rights. We may rely on Client Information made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify it. You shall be responsible for your personnel’s compliance with your obligations under this Agreement.

Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under this Agreement , other than Client Information, are for your internal use only

We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own in performing the Services. Notwithstanding the delivery of any Reports, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them).

Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement and acknowledge that sending information and documents in electronic form (in particular by e-mail) entails risks.