1.PRE-ENGAGEMENT AUDIT AND QUOTATION PROCESS
1.1. Mandatory Audit: The Client acknowledges that the Company does not provide blanket quotations. To ensure the accuracy and viability of proposed strategies, the provision of a detailed Commercial Proposal (Quotation) for Performance Marketing services is contingent upon the completion of a preliminary diagnostic audit (“Initial Audit”).
1.2. Audit Timeline: The Initial Audit shall commence upon the Client’s acceptance of these terms and payment of the applicable Audit Fee. The Company shall endeavor to deliver the audit findings and the subsequent Quotation within three (3) working days from the date of receipt of all required data and information from the Client.
1.3. Audit Fee: The Initial Audit is a chargeable service. The fee for this audit is specified in the Engagement Form or Invoice. This fee covers the diagnostic time, data analysis, and strategic framework required to generate an accurate quotation.
2.QUOTATION, ACCEPTANCE, AND PAYMENT TERMS
2.1. Quotation Validity: Upon completion of the Initial Audit, the Company will provide a detailed Quotation outlining the proposed Performance Marketing strategy, scope of work, and management fees.
2.2. Advance Payment: Any engagement for Performance Marketing services arising from the Quotation shall be paid strictly in advance. The Client agrees to settle the first month’s management fees (or the agreed-upon setup fee) prior to the commencement of any campaign implementation.
2.3. Mutual Agreement: The specific breakdown of payment milestones, retainers, or success fees shall be mutually agreed upon by both parties and detailed in the Statement of Work (SOW) attached with the final Quotation. Failure to pay the agreed-upon advance fees within 7 days of Quotation acceptance will render the Quotation void.
3.CLIENT OBLIGATIONS: TRANSPARENCY AND DATA AUTHENTICITY
3.1. Provision of Access: The Client agrees to grant the Company full, unrestricted access to all relevant business data required for the Initial Audit and ongoing campaign management. This includes, but is not limited to: E-commerce platform backend access (e.g., Shopify, Magento), Google Analytics, advertising accounts (Google Ads, Meta Ads Manager), product cost data, and inventory levels.
3.2. Data Accuracy: The Client warrants that all information, data, and documentation provided to the Company are true, accurate, and complete. The Client understands that the Company’s strategy is entirely dependent on the authenticity of this data.
3.3. Consequences of Inaccuracy: The Company shall not be held liable for failure to achieve projected growth, budget deficits, or poor campaign performance resulting directly from the Client’s failure to disclose material information or the provision of inaccurate or misleading data.
4.SCOPE OF SERVICES AND RESPONSIBILITY
4.1. Core Objective: The sole responsibility of the Company is to leverage Performance Marketing strategies (including but not limited to PPC, Social Media Advertising, and Retargeting) to enhance the sales volume and revenue of the Client’s business within the agreed budget constraints.
4.2. Limitation of Scope: The Company acts as a marketing consultant and campaign manager. The Company does not guarantee specific business outcomes (such as profitability or inventory clearance) beyond the optimization of marketing spend and sales volume, as external market factors remain outside the Company’s control.
5.ADDITIONAL SERVICES AND AD-HOC CHARGES
5.1. Identification of Needs: During the engagement, the Company may identify specific additional services, tools, or strategies (e.g., advanced A/B testing tools, dedicated server upgrades, specific app integrations) that are required to achieve specific sales targets or milestones.
5.2. Mutual Discussion and Approval: Any such additional service shall be discussed with the Client. Implementation of these services is subject to the Client’s explicit approval.
5.3. Separate Charges: Should the Client approve the implementation of these additional services, they will be charged separately and are not included in the standard Performance Marketing retainer or budget. The Company will provide a separate quote for these services prior to implementation.
6.AUDIT FEE ADJUSTMENT
6.1. Credit Against Future Services: The amount paid by the Client for the Initial Audit shall be eligible for a 100% credit adjustment against the first invoice of the Performance Marketing retainer (or “Performance Marketing Budget”) provided that:
6.2. Non-Transferable: This credit is non-transferable and non-refundable for cash. If the Client chooses not to proceed with the Company’s services after the audit, the Audit Fee is retained by the Company as liquidated damages for the time and resources expended.
7 INTELLECTUAL PROPERTY AND DATA RIGHTS
7.1. Client Data: All data owned by the Client prior to the engagement remains the property of the Client. The Client grants the Company a license to use this data for the purpose of performing the Services.
7.2. Company Strategy: All strategies, audit reports, advertising copy, and creative concepts developed by the Company during the Audit and ongoing engagement remain the intellectual property of the Company until all outstanding invoices are paid in full by the Client.
8.LIMITATION OF LIABILITY
8.1. The Company shall not be liable to the Client for any indirect, special, or consequential losses (including loss of revenue, profit, contracts, or anticipated savings), even if advised of the possibility of such damages.
8.2. The Company’s total aggregate liability to the Client, whether in contract, tort (including negligence), or otherwise, shall be limited to the total amount of fees paid by the Client to the Company in the three (3) months immediately preceding the date of the claim.
9.GOVERNING LAW
9.1. This Agreement shall be governed by and construed in accordance with the laws of State of Rajasthan. The Parties hereby submit to the exclusive jurisdiction of the courts of Jaipur, Rajasthan.
10.ACCEPTANCE
By accepting the Audit Engagement, providing the requested data, or making payment for the Initial Audit, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.
