Terms of Service
- Updated on:
Jump To Topic
1. Introduction and Acceptance of Terms
These Terms of Service govern the provision of services by Shah and Gupta Consultants Private Limited, a company incorporated under the laws of India and operating under the brand name Decoded Marketing, having its registered office at the address published on its official website, hereinafter referred to as the Company.
By engaging the Company for services, executing a proposal, issuing a purchase order, making payment against an invoice, or otherwise availing any services offered by the Company, the client, whether an individual, partnership, company, or other legal entity, hereinafter referred to as the Client, agrees to be legally bound by these Terms of Service.
These Terms constitute a legally binding agreement between the Company and the Client and apply to all services provided by the Company, including but not limited to digital marketing services, search engine optimization, social media marketing, online reputation management, website development and support, paid advertising management, analytics, consulting, and related services.
If the Client does not agree to these Terms, the Client must not engage or continue to use the services of the Company.
These Terms apply to clients located within India as well as international clients located in jurisdictions including but not limited to the United Arab Emirates, the United Kingdom, and the United States of America.
The Company reserves the right to update or modify these Terms from time to time, and the updated version shall become effective upon publication on the Company’s website.
2. Definitions
For the purposes of these Terms of Service, the following terms shall have the meanings assigned to them below:
2.1 Company
Means Shah and Gupta Consultants Private Limited, operating under the brand name Decoded Marketing, including its directors, employees, representatives, affiliates, subcontractors, and authorized agents.
2.2 Client
Means any individual, partnership firm, company, limited liability partnership, corporation, or other legal entity that engages the Company for services.
2.3 Services
Means all services offered or provided by the Company, including but not limited to digital marketing, search engine optimization, social media marketing, paid advertising management, online reputation management, website design and support, analytics and reporting, strategy consulting, and related professional services.
2.4 Agreement
Means these Terms of Service together with any proposal, statement of work, quotation, email confirmation, invoice, or other written communication forming part of the engagement between the Company and the Client.
2.5 Proposal
Means any written document, quotation, statement of work, or email outlining the scope of services, deliverables, fees, and timelines.
2.6 Deliverables
Means any work product, report, content, creative material, campaign setup, analytics report, strategy document, or other output generated by the Company under a specific engagement.
2.7 Fees
Means the compensation payable by the Client to the Company for the Services, as specified in the applicable Proposal or invoice.
2.8 Retainer
Means a recurring service engagement billed on a monthly or other periodic basis for ongoing services such as SEO, online reputation management, website maintenance, social media management, or similar services.
2.9 Ad Spend
Means the advertising budget paid to third party platforms such as Google, Meta, LinkedIn, or other advertising networks, which is separate from the Company’s service Fees unless expressly stated otherwise.
2.10 Advertising Platforms
Means third party digital advertising or content distribution platforms including but not limited to Google, Meta, Instagram, Facebook, LinkedIn, YouTube, and similar platforms.
2.11 Digital Assets
Means websites, domains, hosting accounts, advertising accounts, analytics accounts, social media accounts, digital content, and related online properties associated with the Client.
2.12 Confidential Information
Means any non public information disclosed by either party, whether in written, oral, digital, or other form, including business plans, strategies, customer data, credentials, marketing data, and proprietary information.
2.13 Intellectual Property
Means all copyrights, trademarks, service marks, trade names, patents, designs, trade secrets, and other proprietary rights recognized under applicable law.
2.14 Third Party Services
Means services, software, tools, hosting providers, advertising platforms, plugins, or any external service not owned or controlled by the Company.
2.15 Freelancer or Subcontractor
Means any independent contractor, consultant, or third party specialist engaged by the Company to assist in providing Services.
2.16 Force Majeure Event
Means any event beyond the reasonable control of a party, including natural disasters, governmental actions, internet outages, platform shutdowns, war, civil unrest, pandemics, or similar events.
2.17 Content
Means any text, graphics, images, videos, audio, advertisements, marketing materials, posts, captions, landing pages, website material, claims, representations, or other material created, provided, approved, or published in connection with the Services.
2.18 Campaign
Means any structured marketing or advertising initiative undertaken on behalf of the Client, including paid advertising campaigns, SEO initiatives, reputation management efforts, social media promotions, email marketing efforts, or other strategic marketing activities.
3. Scope of Services
The Company agrees to provide Services to the Client strictly in accordance with the scope defined in the applicable Proposal, written agreement, email confirmation, or invoice.
The Services may include, without limitation:
- Digital marketing strategy and execution
- Search engine optimization services
- Paid advertising management on third party platforms
- Social media marketing and management
- Online reputation management
- Website design, development, and maintenance support
- Data analytics, performance tracking, and reporting
- Brand consulting and advisory services
The precise nature, duration, deliverables, timelines, and performance expectations of the Services shall be governed exclusively by the applicable written Proposal or invoice agreed between the parties.
The Company shall not be obligated to perform any services that are not expressly included in the agreed scope.
Any request by the Client for additional services, modifications, expansions, revisions beyond the agreed scope, or new initiatives shall constitute out of scope services and may be subject to additional Fees. The Company reserves the right to provide a revised quotation or proposal before undertaking such additional work.
The Company shall use commercially reasonable skill, care, and diligence in providing the Services. However, the Company does not warrant or guarantee specific rankings, traffic levels, revenue outcomes, lead volumes, return on investment, or performance metrics unless expressly agreed in writing.
The Client acknowledges that digital marketing performance may depend on factors beyond the control of the Company, including but not limited to market conditions, competition, consumer behavior, advertising platform policies, search engine algorithm updates, and technical limitations of third party services.
The Company shall not be obligated to perform any services that are not expressly included in the agreed scope.
Any request by the Client for additional services, modifications, expansions, revisions beyond the agreed scope, or new initiatives shall constitute out of scope services and may be subject to additional Fees. The Company reserves the right to provide a revised quotation or proposal before undertaking such additional work.
The Company shall use commercially reasonable skill, care, and diligence in providing the Services. However, the Company does not warrant or guarantee specific rankings, traffic levels, revenue outcomes, lead volumes, return on investment, or performance metrics unless expressly agreed in writing.
The Client acknowledges that digital marketing performance may depend on factors beyond the control of the Company, including but not limited to market conditions, competition, consumer behavior, advertising platform policies, search engine algorithm updates, and technical limitations of third party services.
4. Engagement and Onboarding
Upon confirmation of engagement, the Client agrees to provide all information, materials, and access credentials reasonably required for the performance of the Services.
Such access may include, without limitation:
Such access may include, without limitation:
- Website hosting and administrative access
- Content management system credentials
- Domain registrar access
- Advertising platform access
- Analytics and tracking tool access
- Social media account access
- Any other relevant Digital Assets
The Client represents and warrants that it has the lawful authority to grant such access to the Company.
The Company shall not be responsible for delays, reduced performance, or inability to perform Services resulting from the Client’s failure to provide timely access, information, approvals, or materials.
Where the Services require review or approval of Content, campaigns, strategies, or deliverables, the Client agrees to review and respond within a reasonable period. Any delay in response may impact timelines and campaign performance.
The Company shall rely on the accuracy and completeness of the information provided by the Client and shall not be liable for errors or consequences arising from inaccurate, incomplete, or misleading information supplied by the Client.
The onboarding process may include strategic discussions, audits, account setup, integration of tools, and implementation of tracking systems. The Client acknowledges that performance outcomes may be influenced by the existing condition of Digital Assets and historical account performance.
The Company shall not be responsible for delays, reduced performance, or inability to perform Services resulting from the Client’s failure to provide timely access, information, approvals, or materials.
Where the Services require review or approval of Content, campaigns, strategies, or deliverables, the Client agrees to review and respond within a reasonable period. Any delay in response may impact timelines and campaign performance.
The Company shall rely on the accuracy and completeness of the information provided by the Client and shall not be liable for errors or consequences arising from inaccurate, incomplete, or misleading information supplied by the Client.
The onboarding process may include strategic discussions, audits, account setup, integration of tools, and implementation of tracking systems. The Client acknowledges that performance outcomes may be influenced by the existing condition of Digital Assets and historical account performance.
5. Use Of Freelancers and Subcontractors
The Company may, at its discretion, engage independent contractors, freelancers, consultants, or third party specialists to assist in the performance of the Services.
Such engagement shall not relieve the Company of its contractual obligations to the Client under the Agreement. The Company shall remain the primary point of contact and shall be responsible for coordination and management of any Freelancer or Subcontractor engaged in connection with the Services.
The Client acknowledges and agrees that Freelancers and Subcontractors engaged by the Company are independent professionals and are not employees, partners, or agents of the Client.
The Client shall have no direct contractual relationship with any Freelancer or Subcontractor engaged by the Company unless separately agreed in writing.
The Company shall ensure that all Freelancers and Subcontractors engaged in connection with the Services are bound by appropriate confidentiality and non disclosure obligations consistent with these Terms.
Nothing in this section shall create any partnership, joint venture, employment, or agency relationship between the Client and any Freelancer or Subcontractor engaged by the Company.
Such engagement shall not relieve the Company of its contractual obligations to the Client under the Agreement. The Company shall remain the primary point of contact and shall be responsible for coordination and management of any Freelancer or Subcontractor engaged in connection with the Services.
The Client acknowledges and agrees that Freelancers and Subcontractors engaged by the Company are independent professionals and are not employees, partners, or agents of the Client.
The Client shall have no direct contractual relationship with any Freelancer or Subcontractor engaged by the Company unless separately agreed in writing.
The Company shall ensure that all Freelancers and Subcontractors engaged in connection with the Services are bound by appropriate confidentiality and non disclosure obligations consistent with these Terms.
Nothing in this section shall create any partnership, joint venture, employment, or agency relationship between the Client and any Freelancer or Subcontractor engaged by the Company.
6. Client Responsibilities
The Client agrees to cooperate fully with the Company and to provide all necessary information, approvals, materials, and access required for the effective performance of the Services.
The Client shall be solely responsible for:
- The accuracy, completeness, and legality of all information, materials, claims, and representations provided to the Company.
- Ensuring that all Content complies with applicable laws, regulations, advertising standards, and platform policies in the relevant jurisdiction.
- Obtaining any required licenses, permissions, consents, or approvals necessary for the use of trademarks, copyrighted materials, images, videos, or other intellectual property.
- Ensuring compliance with sector specific regulations, including but not limited to financial services, healthcare, education, or other regulated industries where applicable.
- Funding and maintaining adequate advertising budgets where paid campaigns are involved.
The Client acknowledges that the Company does not independently verify the legal accuracy of claims made in advertisements, website content, or marketing materials unless expressly agreed in writing.
The Client shall not request, instruct, or authorize the Company to engage in any activity that is unlawful, deceptive, defamatory, infringing, misleading, or in violation of any third party platform policies.
The Client agrees that any suspension, restriction, penalty, or account action taken by an Advertising Platform due to the Client’s content, business model, or non compliance shall not constitute a breach of these Terms by the Company.
The Client shall indemnify and hold harmless the Company against any claims, damages, penalties, losses, or expenses arising from:
- Inaccurate or unlawful Content provided by the Client
- Violation of advertising laws or platform policies
- Infringement of intellectual property rights
- Misleading representations made by the Client
Failure of the Client to provide timely approvals, accurate information, or necessary access may impact the performance of the Services, and the Company shall not be liable for resulting delays or reduced outcomes.
7. Fees, Billing & Taxes
The Client agrees to pay the Fees specified in the applicable Proposal, invoice, or written agreement.
Unless otherwise agreed in writing, all Fees are payable in advance prior to the commencement of Services. For recurring engagements, including monthly retainers for services such as search engine optimization, online reputation management, website maintenance, or social media management, Fees shall be payable in advance for each billing cycle.
The Company shall issue invoices in accordance with applicable laws, including the Goods and Services Tax regime in India where applicable.
For Clients located in India, all Fees shall be subject to applicable taxes, including Goods and Services Tax at the prevailing statutory rate, unless otherwise exempt under law.
For international Clients located outside India, Fees may be invoiced in a mutually agreed currency. The Client shall be responsible for any applicable taxes, duties, withholding taxes, or cross border charges imposed in their jurisdiction.
Unless expressly stated, advertising platform charges, media spend, software subscriptions, third party tools, or other external costs shall not be included in the Company’s Fees and shall be borne separately by the Client.
The Client acknowledges that Ad Spend paid to third party Advertising Platforms is distinct from the Company’s professional Fees and is not refundable by the Company.
In the event of non payment by the due date, the Company reserves the right to suspend ongoing Services until payment is received. Continued non payment may result in termination of the engagement without prejudice to the Company’s right to recover outstanding amounts.
No refunds shall be provided for Services already rendered, work completed, time allocated, or third party expenses incurred, except as expressly stated in the Company’s Refund and Cancellation Policy.
All payments shall be made through the approved payment methods communicated by the Company. The Client agrees not to initiate chargebacks, reversals, or payment disputes without first providing written notice to the Company and allowing reasonable opportunity to resolve the matter in good faith.
8. Advertising Accounts & Ad Spent
Where the Services include paid advertising management, the Client acknowledges that advertising campaigns may be conducted through third party Advertising Platforms including but not limited to Google, Meta, LinkedIn, and other digital advertising networks.
The Company’s professional Fees for managing advertising campaigns are separate from Ad Spend paid to Advertising Platforms.
Unless otherwise agreed in writing, advertising accounts shall preferably be owned and controlled by the Client. In such cases, the Client shall grant the Company appropriate administrative or managerial access for the purpose of campaign management.
In certain cases, and subject to written agreement, advertising campaigns may be managed through accounts administered by the Company. In such situations, the Client acknowledges and agrees that:
The Company’s professional Fees for managing advertising campaigns are separate from Ad Spend paid to Advertising Platforms.
Unless otherwise agreed in writing, advertising accounts shall preferably be owned and controlled by the Client. In such cases, the Client shall grant the Company appropriate administrative or managerial access for the purpose of campaign management.
In certain cases, and subject to written agreement, advertising campaigns may be managed through accounts administered by the Company. In such situations, the Client acknowledges and agrees that:
- The Client remains responsible for the Ad Spend allocated to the campaign.
- Advertising performance is subject to platform policies, algorithms, competition, audience behavior, and market conditions.
- The Company does not guarantee specific performance outcomes, including but not limited to leads, conversions, cost per acquisition, return on ad spend, or revenue results.
The Company shall not be liable for:
- Losses arising from Ad Spend.
- Platform account suspensions, restrictions, or bans imposed due to platform policy enforcement.
- Changes in advertising costs, bidding dynamics, or algorithm behavior.
- Delays, outages, or disruptions caused by third party Advertising Platforms.
The Client acknowledges that Ad Spend paid to Advertising Platforms is processed by such platforms directly and is not held by the Company unless expressly agreed otherwise in writing.
The Company shall use commercially reasonable efforts in structuring and optimizing campaigns; however, advertising performance depends on multiple external factors beyond the Company’s control.
The Company shall use commercially reasonable efforts in structuring and optimizing campaigns; however, advertising performance depends on multiple external factors beyond the Company’s control.
9. Refund & Cancellation
The Client acknowledges that the Company maintains a separate Refund and Cancellation Policy, which forms an integral part of these Terms of Service and is available on the Company’s website.
All payments made to the Company are subject to the Refund and Cancellation Policy in effect at the time of engagement.
Unless expressly stated otherwise in writing:
All payments made to the Company are subject to the Refund and Cancellation Policy in effect at the time of engagement.
Unless expressly stated otherwise in writing:
- Fees paid for Services already rendered are non refundable.
- Fees paid for time allocated, resources deployed, strategy development, campaign setup, or work completed are non refundable.
- Third party costs including but not limited to Ad Spend, software subscriptions, hosting fees, domain charges, or external vendor costs are non refundable.
In the event of cancellation of Services by the Client, the Client shall remain liable for payment of all Services performed up to the date of cancellation.
Refund requests, if applicable under the Refund and Cancellation Policy, must be submitted in writing to the Company.
Nothing in this section shall limit the Company’s right to suspend or terminate Services for non payment or breach of these Terms.
Refund requests, if applicable under the Refund and Cancellation Policy, must be submitted in writing to the Company.
Nothing in this section shall limit the Company’s right to suspend or terminate Services for non payment or breach of these Terms.
10. Intellectual Property Rights
All pre existing intellectual property owned by either party prior to the commencement of the engagement shall remain the sole property of that party.
Subject to full and timely payment of all applicable Fees, the Company agrees to transfer to the Client ownership rights in final Deliverables specifically created for the Client under the agreed scope of Services.
Until full payment of all outstanding Fees, the Company retains all rights, title, and interest in and to the Deliverables and may withhold transfer of ownership or access where applicable.
The Company retains ownership of:
Subject to full and timely payment of all applicable Fees, the Company agrees to transfer to the Client ownership rights in final Deliverables specifically created for the Client under the agreed scope of Services.
Until full payment of all outstanding Fees, the Company retains all rights, title, and interest in and to the Deliverables and may withhold transfer of ownership or access where applicable.
The Company retains ownership of:
- Pre existing methodologies, frameworks, templates, tools, and proprietary processes.
- General know how, strategies, techniques, and expertise developed in the course of providing Services
- Any reusable components not specifically created for the Client.
The Client grants the Company a non exclusive, worldwide license to use completed Deliverables for portfolio, marketing, and promotional purposes unless expressly restricted in writing by the Client.
Where Deliverables incorporate Third Party Services, stock media, licensed materials, plugins, or platform assets, such components shall remain subject to the respective third party license terms and may not be exclusively owned by the Client.
The Client shall not use, reproduce, distribute, modify, or exploit Deliverables for unlawful purposes or in violation of applicable laws.
Where Deliverables incorporate Third Party Services, stock media, licensed materials, plugins, or platform assets, such components shall remain subject to the respective third party license terms and may not be exclusively owned by the Client.
The Client shall not use, reproduce, distribute, modify, or exploit Deliverables for unlawful purposes or in violation of applicable laws.
11. Confidentiality
Each party agrees to treat as confidential any Confidential Information disclosed by the other party in connection with the Services.
Confidential Information includes, but is not limited to:
Confidential Information includes, but is not limited to:
- Business strategies
- Marketing plans
- Financial information
- Customer data
- Access credentials
- Proprietary processes
- Campaign performance data
- Technical information
- Non public communications
The receiving party shall:
- Use Confidential Information solely for the purpose of performing obligations under the Agreement.
- Not disclose Confidential Information to any third party except to employees, freelancers, or subcontractors who require access and are bound by confidentiality obligations.
- Take reasonable steps to protect Confidential Information from unauthorized access, disclosure, or misuse.
Confidential Information shall not include information that:
- Is publicly available without breach of this Agreement.
- Was lawfully known prior to disclosure.
- Is independently developed without reference to the disclosing party’s Confidential Information.
- Is required to be disclosed by law, regulation, or court order.
The obligations under this section shall survive termination of the Agreement.
12. Data Protection & Privacy
The Company shall handle personal data and business information in accordance with applicable laws, including the Information Technology Act, 2000 and related rules in India.
Where the Services involve the processing of personal data, the Client acknowledges that:
Where the Services involve the processing of personal data, the Client acknowledges that:
- The Client is responsible for ensuring that it has obtained all necessary consents and legal permissions required for the collection and use of such data.
- The Company processes such data only for the purpose of providing the Services.
The Company shall implement commercially reasonable technical and organizational measures to safeguard data against unauthorized access, disclosure, alteration, or destruction.
The Company shall not sell, trade, or commercially exploit Client data without written consent.
Where Services involve clients located outside India, including but not limited to the United Arab Emirates, the United Kingdom, or the United States of America, the Client acknowledges that data may be processed or accessed across jurisdictions as necessary for the performance of Services.
The Client agrees to comply with all applicable data protection laws in its jurisdiction, including but not limited to advertising and consumer protection regulations.
Further details regarding data handling practices are set forth in the Company’s Privacy Policy, which forms part of these Terms.
The Company shall not sell, trade, or commercially exploit Client data without written consent.
Where Services involve clients located outside India, including but not limited to the United Arab Emirates, the United Kingdom, or the United States of America, the Client acknowledges that data may be processed or accessed across jurisdictions as necessary for the performance of Services.
The Client agrees to comply with all applicable data protection laws in its jurisdiction, including but not limited to advertising and consumer protection regulations.
Further details regarding data handling practices are set forth in the Company’s Privacy Policy, which forms part of these Terms.
13. Performance Disclaimer & No Guarantee
The Client acknowledges that digital marketing outcomes depend on numerous external factors beyond the control of the Company, including market competition, industry conditions, consumer behavior, platform policies, budget allocation, technical infrastructure, and algorithm changes.
Unless expressly agreed in writing, the Company does not guarantee:
Unless expressly agreed in writing, the Company does not guarantee:
- Specific search engine rankings
- Traffic levels
- Lead volumes
- Conversion rates
- Revenue outcomes
- Return on investment
- Advertising performance metrics
Any projections, estimates, forecasts, or performance discussions provided by the Company are illustrative in nature and shall not be construed as guarantees.
The Company undertakes to apply commercially reasonable skill, knowledge, and diligence in delivering the Services; however, marketing results cannot be assured.
Past performance of campaigns or case studies shall not be interpreted as a promise of similar results for the Client.
14. SEO & Algorithm Volatility
Where the Services include search engine optimization or organic visibility efforts, the Client acknowledges that search engines frequently update algorithms, ranking criteria, indexing methods, and technical guidelines.
The Company shall not be liable for:
The Company shall not be liable for:
- Fluctuations in search rankings
- Changes in search engine algorithms
- De indexing or penalties imposed by search engines
- Competitive actions by third parties
- Technical issues within the Client’s website infrastructure
The Company agrees to implement ethical and compliant optimization practices; however, search engine ranking decisions remain solely within the control of the respective search engine providers.
15. Online Reputation Management Limitations
Where the Services include online reputation management, the Client acknowledges that:
- The Company cannot guarantee removal of content published by third parties.
- Content removal decisions are subject to the discretion and policies of third party platforms.
- The Company shall use lawful and compliant methods for reputation management.
The Company shall not engage in illegal removal practices, impersonation, misrepresentation, or unlawful interference with third party content.
The Company shall not be liable for:
The Company shall not be liable for:
- Continued existence of lawful third party reviews
- Platform refusal to remove content
- Independent actions of third party publishers
The Client acknowledges that reputation management outcomes depend on multiple external factors beyond the Company’s control.
16. Content Responsibility & Legal Compliance
The Client shall be solely responsible for the accuracy, legality, and compliance of all Content provided to or approved for publication by the Company.
The Client represents and warrants that:
The Client represents and warrants that:
- It owns or has obtained all necessary rights, licenses, and permissions required for the use of any Content, including text, images, videos, trademarks, logos, and other materials.
- All claims, representations, testimonials, guarantees, or statements made in connection with its products or services are truthful, substantiated, and compliant with applicable laws.
- The Content does not infringe any intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.
The Company shall not be responsible for verifying the factual accuracy or legal compliance of claims made by the Client unless expressly agreed in writing.
The Client shall be responsible for ensuring compliance with:
The Client shall be responsible for ensuring compliance with:
- Advertising standards
- Consumer protection laws
- Data protection regulations
- Sector specific regulatory requirements applicable to its business
The Company reserves the right to refuse to publish or promote any Content that it reasonably believes may violate applicable laws or platform policies.
17. Warranties & Disclaimers
The Services are provided on an as is and as available basis.
To the maximum extent permitted by applicable law, the Company disclaims all warranties, whether express or implied, including but not limited to:
To the maximum extent permitted by applicable law, the Company disclaims all warranties, whether express or implied, including but not limited to:
- Implied warranties of merchantability
- Consumer protection laws
- Non infringement
- Uninterrupted or error free service
The Company does not warrant that:
- Services will meet the Client’s expectations.
- Advertising platforms or third party services will operate without interruption.
- Campaign performance will remain stable over time.
No advice, information, or communication provided by the Company shall create any warranty not expressly stated in writing.
18. Limitation of Liability
To the maximum extent permitted by applicable law, the total liability of the Company arising out of or in connection with the Services shall not exceed the total Fees paid by the Client to the Company during the three months preceding the event giving rise to the claim.
In no event shall the Company be liable for:
In no event shall the Company be liable for:
- Indirect, incidental, special, consequential, or punitive damages
- Loss of profits
- Loss of revenue
- Loss of business opportunities
- Loss of data
- Reputational harm
- Third party claims arising from Client Content
The limitations set forth in this section shall apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise.
Nothing in this section shall exclude liability where such exclusion is prohibited by applicable law.
Nothing in this section shall exclude liability where such exclusion is prohibited by applicable law.
19. Indemnification
The Client agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, freelancers, subcontractors, and affiliates from and against any and all claims, losses, liabilities, damages, penalties, fines, costs, and expenses, including reasonable legal fees, arising out of or relating to:
- Content provided, approved, or authorized by the Client.
- Violation of applicable laws, advertising standards, or regulatory requirements by the Client.
- Infringement of intellectual property rights of any third party.
- False, misleading, or unsubstantiated claims made in marketing materials.
- Breach of these Terms by the Client.
The obligations under this section shall survive termination of the Agreement.
20. Chargeback Protection
The Client agrees that in the event of any dispute relating to Services or Fees, the Client shall first provide written notice to the Company and allow a reasonable opportunity to resolve the matter in good faith before initiating any chargeback, payment reversal, or dispute with a financial institution or payment gateway.
Initiating a chargeback without prior written notice and good faith resolution efforts may constitute a material breach of these Terms.
The Company reserves the right to suspend Services and pursue recovery of disputed amounts where a chargeback is initiated in violation of this section.
Nothing in this section limits the Client’s statutory rights where applicable under law.
Initiating a chargeback without prior written notice and good faith resolution efforts may constitute a material breach of these Terms.
The Company reserves the right to suspend Services and pursue recovery of disputed amounts where a chargeback is initiated in violation of this section.
Nothing in this section limits the Client’s statutory rights where applicable under law.
21. Non Circumvention
During the term of engagement and for a period of twelve months following termination, the Client shall not directly or indirectly engage, contract with, or solicit services from any Freelancer, Subcontractor, or third party introduced by the Company in connection with the Services, without the prior written consent of the Company.
Any breach of this provision shall entitle the Company to seek appropriate legal remedies.
22. Non Solicitation
During the term of engagement and for a period of twelve months following termination, the Client shall not directly or indirectly solicit, recruit, hire, or attempt to hire any employee, Freelancer, or Subcontractor of the Company who was involved in providing Services to the Client.
This restriction shall not apply to general employment advertisements not specifically directed toward such individuals.
This restriction shall not apply to general employment advertisements not specifically directed toward such individuals.
23. Independent Contractor Status
The relationship between the Company and the Client is that of independent contracting parties.
Nothing in these Terms shall be construed to create any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.
The Company shall have sole discretion and control over the manner and means by which the Services are performed, subject to the agreed scope.
The Client shall not represent or imply that the Company is an employee, partner, or agent of the Client, and the Company shall not represent or imply that the Client is an employee, partner, or agent of the Company.
Each party shall be solely responsible for its own taxes, statutory obligations, and regulatory compliance.
Nothing in these Terms shall be construed to create any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.
The Company shall have sole discretion and control over the manner and means by which the Services are performed, subject to the agreed scope.
The Client shall not represent or imply that the Company is an employee, partner, or agent of the Client, and the Company shall not represent or imply that the Client is an employee, partner, or agent of the Company.
Each party shall be solely responsible for its own taxes, statutory obligations, and regulatory compliance.
24. Record Keeping
The Company may maintain records relating to the Services, including but not limited to campaign data, performance reports, communications, invoices, and deliverables.
Such records may be retained for administrative, compliance, audit, dispute resolution, or legal defense purposes.
The Company may use anonymized and aggregated performance data for internal analysis, service improvement, and marketing purposes, provided that no Confidential Information is disclosed without consent.
The Client acknowledges that digital performance data may be stored on third party platforms and analytics tools used in the ordinary course of providing Services.
Such records may be retained for administrative, compliance, audit, dispute resolution, or legal defense purposes.
The Company may use anonymized and aggregated performance data for internal analysis, service improvement, and marketing purposes, provided that no Confidential Information is disclosed without consent.
The Client acknowledges that digital performance data may be stored on third party platforms and analytics tools used in the ordinary course of providing Services.
25. Term & Termination
These Terms shall remain in effect for the duration of the engagement between the Company and the Client.
Either party may terminate the engagement by providing written notice to the other party.
Termination shall not relieve the Client of the obligation to pay for Services rendered up to the effective date of termination.
The Company may suspend or terminate Services immediately in the event of:
Either party may terminate the engagement by providing written notice to the other party.
Termination shall not relieve the Client of the obligation to pay for Services rendered up to the effective date of termination.
The Company may suspend or terminate Services immediately in the event of:
- Non payment of Fees
- Material breach of these Terms
- Provision of unlawful or misleading Content
- Conduct that exposes the Company to legal or reputational risk
Upon termination:
- All outstanding invoices shall become immediately due and payable.
- Access to Company managed tools, accounts, or systems may be revoked.
- Intellectual property rights shall be governed by Section 10.
Termination shall not affect rights and obligations that by their nature are intended to survive termination.
26. Survival
The provisions of these Terms which by their nature are intended to survive termination shall continue in full force and effect notwithstanding termination or expiration of the engagement.
Without limitation, the following provisions shall survive termination:
Without limitation, the following provisions shall survive termination:
- Payment obligations for Services rendered
- Intellectual Property Rights
- Confidentiality
- Limitation of Liability
- Indemnification
- Chargeback Protection
- Non Circumvention
- Non Solicitation
- Dispute Resolution and Arbitration
- Governing Law
Termination of the engagement shall not affect any accrued rights, remedies, or liabilities of either party existing at the time of termination.
27. Force Majeure
Neither party shall be liable for any delay or failure in performance of its obligations under these Terms if such delay or failure results from a Force Majeure Event beyond its reasonable control.
Force Majeure Events include, without limitation:
Force Majeure Events include, without limitation:
- Natural disasters
- Acts of government
- War, civil unrest, or terrorism
- Pandemic or public health emergencies
- Internet outages
- Power failures
- Cyber incidents
- Suspension or disruption of third party platforms
- Regulatory restrictions
In the event of a Force Majeure Event, the affected party shall make commercially reasonable efforts to resume performance as soon as practicable.
Force Majeure shall not excuse the Client’s obligation to pay Fees for Services already rendered.
Force Majeure shall not excuse the Client’s obligation to pay Fees for Services already rendered.
28. Dispute Resolution & Arbitration
The parties agree that any dispute, controversy, or claim arising out of or relating to these Terms or the Services shall first be resolved through good faith negotiations between the parties.
If the dispute is not resolved within a reasonable period, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India.
The seat and venue of arbitration shall be New Delhi, India.
The arbitration shall be conducted in the English language.
The decision of the arbitrator shall be final and binding on both parties.
Nothing in this section shall prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction where necessary to protect its rights.
If the dispute is not resolved within a reasonable period, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India.
The seat and venue of arbitration shall be New Delhi, India.
The arbitration shall be conducted in the English language.
The decision of the arbitrator shall be final and binding on both parties.
Nothing in this section shall prevent either party from seeking interim or injunctive relief from a court of competent jurisdiction where necessary to protect its rights.
29. Governing Law
These Terms of Service and any dispute arising out of or relating to the Services shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.
Subject to the arbitration provisions set forth in Section 28, the courts located in New Delhi, India shall have exclusive jurisdiction over any matters not subject to arbitration or for the enforcement of arbitral awards.
Subject to the arbitration provisions set forth in Section 28, the courts located in New Delhi, India shall have exclusive jurisdiction over any matters not subject to arbitration or for the enforcement of arbitral awards.
30. Compliance with export & international Laws
Where the Services are provided to Clients located outside India, including but not limited to the United Arab Emirates, the United Kingdom, and the United States of America, the Client acknowledges that:
- The Company operates under Indian law.
- The Client is responsible for ensuring compliance with all applicable local laws, advertising regulations, tax obligations, and industry specific requirements in its jurisdiction.
The Client agrees that it shall not use the Services in violation of any applicable export control laws, sanctions regulations, trade restrictions, or other international compliance requirements.
The Company shall not be liable for any penalties, restrictions, or enforcement actions arising from the Client’s failure to comply with applicable laws in its jurisdiction.
Nothing in these Terms shall be construed as creating an obligation on the Company to comply with foreign regulatory frameworks beyond what is reasonably required for the performance of Services.
The Company shall not be liable for any penalties, restrictions, or enforcement actions arising from the Client’s failure to comply with applicable laws in its jurisdiction.
Nothing in these Terms shall be construed as creating an obligation on the Company to comply with foreign regulatory frameworks beyond what is reasonably required for the performance of Services.
31. Electronic Communication & Acceptance
The Client agrees that communications between the parties may be conducted electronically, including via email and digital platforms.
Electronic acceptance of a Proposal, invoice payment, email confirmation, or continued use of Services shall constitute valid and binding acceptance of these Terms.
Electronic records, digital signatures, and scanned copies of documents shall have the same legal effect as original physical documents, to the extent permitted under applicable law.
Electronic acceptance of a Proposal, invoice payment, email confirmation, or continued use of Services shall constitute valid and binding acceptance of these Terms.
Electronic records, digital signatures, and scanned copies of documents shall have the same legal effect as original physical documents, to the extent permitted under applicable law.
32. Assignment
The Client may not assign, transfer, delegate, or subcontract any of its rights or obligations under these Terms without the prior written consent of the Company.
The Company may assign or transfer its rights and obligations under these Terms to an affiliate, successor entity, or in connection with a merger, acquisition, or restructuring, provided that such assignment does not materially reduce the protections afforded to the Client.
Any attempted assignment in violation of this section shall be void.
33. Amendments
The Company reserves the right to modify or update these Terms of Service from time to time.
Updated versions shall become effective upon publication on the Company’s official website, unless otherwise specified.
It is the responsibility of the Client to review the Terms periodically. Continued engagement of Services after publication of revised Terms shall constitute acceptance of the updated Terms.
No amendment or modification to a specific engagement shall be binding unless agreed in writing by both parties.
Updated versions shall become effective upon publication on the Company’s official website, unless otherwise specified.
It is the responsibility of the Client to review the Terms periodically. Continued engagement of Services after publication of revised Terms shall constitute acceptance of the updated Terms.
No amendment or modification to a specific engagement shall be binding unless agreed in writing by both parties.
34. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
The invalidity or unenforceability of any provision shall not affect the validity of the remaining provisions.
The invalidity or unenforceability of any provision shall not affect the validity of the remaining provisions.
35. Entire Agreement
These Terms, together with any Proposal, statement of work, invoice, or written agreement between the parties, constitute the entire agreement between the Company and the Client concerning the subject matter hereof.
These Terms supersede all prior discussions, negotiations, representations, or agreements, whether oral or written.
In the event of any conflict between these Terms and a specific written Proposal signed by both parties, the signed Proposal shall prevail with respect to that specific engagement.
These Terms supersede all prior discussions, negotiations, representations, or agreements, whether oral or written.
In the event of any conflict between these Terms and a specific written Proposal signed by both parties, the signed Proposal shall prevail with respect to that specific engagement.
36. Contact Information
For any questions, notices, or communications relating to these Terms, the Client may contact:
Shah and Gupta Consultants Private Limited
Operating as Decoded Marketing
Registered Office Address as published on the official website
Email: shivam@decodedmarketing.com
Phone: +91-8218482371
Official communications shall be considered delivered when sent to the contact details provided by either party.
Shah and Gupta Consultants Private Limited
Operating as Decoded Marketing
Registered Office Address as published on the official website
Email: shivam@decodedmarketing.com
Phone: +91-8218482371
Official communications shall be considered delivered when sent to the contact details provided by either party.
See Related Pages
