Service Agreement
Our commitment and terms for a successful partnership.
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This Service Agreement ("Agreement") is entered into between Growthincs ("Agency", "we", "us") and you, our client ("Client", "you"). This Agreement governs the professional relationship and the services provided by the Agency. By engaging our services, you acknowledge and agree to these terms.
This document will be supplemented by a detailed Proposal or Statement of Work ("SOW") for each specific project, which will outline the precise scope, deliverables, timeline, and fees.
1. Scope of Services
The Agency will provide the Client with digital marketing services as detailed in the SOW. These may include, but are not limited to:
- Lead Generation
- Performance Marketing
- SEO & Web Strategy
- Advertising Campaign Management (Meta & Google)
- Website & Product Development
- Graphic Design & Branding
Any services not explicitly listed in an active SOW are considered out of scope and will require a separate agreement and may incur additional fees.
2. Fees and Payment Terms
The Client agrees to pay all fees for the Services as set forth in the SOW. Unless otherwise specified, all invoices are due upon receipt.
Payments not received within thirty (30) days of the invoice date may be subject to a late fee of 1.5% per month on the outstanding balance. The Agency reserves the right to suspend all services for overdue accounts until payment is made in full.
3. Client Responsibilities
Successful collaboration requires your participation. The Client agrees to:
- Provide timely access to necessary information, data, and digital assets (e.g., brand guidelines, account credentials).
- Appoint a primary contact person authorized to provide feedback and grant approvals.
- Review all deliverables and provide consolidated feedback within the agreed-upon timeframe. Delays may impact project timelines and delivery dates.
- Warrant that all materials provided to the Agency are owned by the Client or that the Client has obtained the necessary rights and licenses for their use.
4. Intellectual Property Rights
Client-Owned Property: All pre-existing trademarks, content, and data provided by the Client for use in the project shall remain the sole property of the Client.
Final Deliverables: Upon full and final payment of all fees due for a project, the Agency grants the Client a perpetual, worldwide, royalty-free license to use the final, approved deliverables for their business purposes.
Agency Tools and Methods: The Agency retains ownership of all proprietary tools, software, methodologies, and pre-existing intellectual property used to provide the Services. The Client may not copy, repurpose, or redistribute these without explicit written permission from the Agency.
5. Confidentiality
Both parties agree to treat all non-public information received from the other as strictly confidential. This includes, but is not limited to, business strategies, client lists, financial data, and project details. This obligation of confidentiality shall survive the termination of this Agreement.
6. Limitation of Liability & Disclaimer
The Agency is committed to delivering high-quality services and achieving the best possible results. However, we do not guarantee specific outcomes, as market conditions, audience behavior, and other factors beyond our direct control can influence performance.
In no event shall the Agency's total liability for any damages arising out of this Agreement exceed the total fees paid by the Client to the Agency during the three (3) month period immediately preceding the event giving rise to the claim. The Agency shall not be liable for any indirect, incidental, or consequential damages, including lost profits or loss of data.
7. Term and Termination
This Agreement commences upon the date of engagement and continues until terminated. Either party may terminate this Agreement by providing thirty (30) days' written notice to the other.
Upon termination, the Client is responsible for paying for all work performed and costs incurred up to the effective date of termination. The Agency reserves the right to terminate the Agreement immediately if the Client breaches any material term of this Agreement or fails to make timely payments.
8. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising from this Agreement will first be addressed through good-faith negotiation between the parties. If a resolution cannot be reached within thirty (30) days, the dispute will be subject to the exclusive jurisdiction of the courts located in Bhubaneswar, Odisha.