Terms & Conditions

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Client") and Kriscel Tech Pvt. Ltd. ("Company"). By accessing or using our website or services, you agree to be bound by these Terms.

1. Services

1.1 Services Provided

Kriscel Tech Pvt. Ltd. provides the following services:

• Business Development: lead generation, market research, business strategy consulting, and partnership development
• Digital Marketing: SEO, social media marketing, content marketing, PPC advertising, email marketing, and analytics reporting
• Web & App Development: website design, development, and maintenance
• Brand Management: branding strategy, creative design, and reputation management
• Performance Marketing: ROI-driven campaigns and conversion rate optimisation

1.2 Service Scope

The specific services, deliverables, timelines, and fees for each project will be defined in a separate Service Agreement or Statement of Work (SOW), which shall form part of these Terms.

2. Client Responsibilities

To ensure smooth delivery of services, the Client agrees to:

• Provide accurate and complete business information
• Provide required access, credentials, and assets in a timely manner, such as website login, social media accounts, and brand assets
• Provide feedback and approvals within the defined timelines
• Cooperate with the Company's team throughout the engagement
• Make agreed payments on time
• Comply with all applicable laws and regulations

3. Payment Terms

3.1 Fees and Invoicing

• Service fees will be as defined in the SOW
• Invoices will be issued within the first 5 days of each month
• Payment is due within 15 days of the invoice date
• GST and other applicable taxes will be charged at prevailing rates

3.2 Late Payment

• A monthly interest of 2% will be charged on payments outstanding beyond 15 days
• Services may be temporarily suspended if payment remains outstanding for more than 30 days
• Services may be terminated if the outstanding balance remains unpaid for more than 60 days

3.3 Refund Policy

• No refunds will be provided for completed work
• If the Company fails to deliver a service due to its own error, a proportional refund will be considered
• Refunds for prepaid but unused services will be issued on a pro-rata basis, after deduction of a 15% administrative fee

4. Intellectual Property

4.1 Client's Intellectual Property

Ownership of the Client's existing trademarks, logos, content, and brand assets remains with the Client. The Client grants the Company a licence to use these assets solely for the purpose of delivering the agreed services.

4.2 Developed Work

Ownership of final deliverables, including websites, content, designs, and campaigns, will be transferred to the Client only upon receipt of full payment. Until then, all intellectual property rights remain with the Company.

4.3 Company's Intellectual Property

The Company's proprietary tools, frameworks, methodologies, and processes are and shall remain the intellectual property of the Company. The Client has no right to reproduce, distribute, or reverse engineer these assets.

4.4 Portfolio Rights

The Company reserves the right to showcase completed work in its portfolio, case studies, and marketing materials, unless the Client has objected in writing prior to publication.

5. Confidentiality

Both parties agree that:

• Business strategies, financial information, client lists, proprietary data, and trade secrets shall remain confidential
• Confidential information shall not be shared with third parties without prior written consent
• This obligation shall remain in effect for 3 years following the termination of services
• A separate Non-Disclosure Agreement (NDA) may be signed for additional confidentiality and non-disclosure protections

6. Term and Termination

6.1 Agreement Term

This Agreement is effective for the period defined in the SOW, or until terminated by either party.

6.2 Termination by Client

• The Client may terminate this Agreement by providing 30 days' written notice.
• Payment for all work completed during the notice period remains due.
• Refunds for prepaid services will be issued after applicable administrative deductions.

6.3 Termination by Company

The Company may terminate this Agreement under the following circumstances:

• Payment default where outstanding balance remains unpaid for more than 60 days
• Material breach of these Terms by the Client
• Fraudulent, illegal, or unethical activities by the Client
• Force majeure events that prevent service delivery

6.4 Effect of Termination

Upon termination, the Client shall return all access credentials; the Company shall hand over all paid deliverables; and confidentiality obligations shall continue to apply.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

• The Company's total liability for any claim shall not exceed the total fees paid for the relevant project
• The Company shall not be liable for indirect, incidental, special, or consequential damages
• This includes, without limitation, loss of profits, loss of revenue, data loss, or reputational damage
• Digital marketing results, including ROI, rankings, and conversions, cannot be guaranteed; the Company will follow industry best practices

8. Warranties and Disclaimers

8.1 Company Warranties

• Services will be delivered in a professional and workmanlike manner
• The Company holds all required licences and permissions to provide the services
• Delivered work will not infringe upon third-party intellectual property rights

8.2 Disclaimers

• Digital marketing outcomes, including search rankings, social reach, and conversion rates, are not guaranteed, as they are subject to the algorithms of third-party platforms such as Google and Meta
• Services are provided on an 'as is' basis; uninterrupted availability is not guaranteed

9. Dispute Resolution

9.1 Amicable Resolution

Both parties agree to attempt to resolve any dispute through good faith negotiation for a period of 30 days before pursuing formal proceedings.

9.2 Arbitration

If a dispute cannot be resolved through negotiation, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India).

9.3 Governing Law and Jurisdiction

These Terms are governed by the laws of India. The courts of Delhi shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms.

10. Indemnification

The Client agrees to indemnify and hold harmless the Company against any claims arising from:

• Content, data, or materials provided by the Client
• The Client's breach of these Terms
• The Client's infringement of third-party intellectual property rights

11. Force Majeure

The Company shall not be held liable for any failure to perform its obligations where such performance is prevented, restricted, or interfered with by circumstances beyond its reasonable control, including but not limited to natural disasters, war, government actions, cyber attacks, pandemics, power failures, or internet outages.

12. Modifications to Terms

The Company reserves the right to update these Terms at any time. For material changes, 30 days' advance notice will be provided. Continued use of our services following such notice constitutes acceptance of the updated Terms.

13. Entire Agreement

These Terms, together with the Privacy Policy and any relevant SOW or Service Agreements, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements.

14. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.