Effective Date: 01-09-2025

These Terms and Conditions (“Agreement”) are entered into between Oceans Ad Agency (“Agency”) and the client (“Client”). By engaging our services, the Client acknowledges and agrees to the following:

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1. Duration

This Agreement begins on the Effective Date and remains valid for six (6) months unless terminated earlier under Section 8.

2. Scope of Services

The Agency will provide advertising, marketing, creative development, media planning and buying, digital marketing, and related services as outlined in Annexure A.

3. Service Charges and Payment Terms

• The Client agrees to pay monthly service charges as per Annexure B.

• The initial monthly fee will be INR _______.

• A 4% increase will apply every six (6) months upon renewal or extension.

• Payments are due within 10 days of the invoice date.

• A 3-day grace period applies; if unpaid after 15 days, the Agency reserves the right to suspend services.

• Additional approved marketing costs (e.g., influencer fees, video shoots) will be billed in the following month.

4. Renewal

Agreements may be renewed with mutual consent. Each renewal includes a 4% increase in service charges.

5. Client Responsibilities

The Client must:

• Provide timely approvals, feedback, and access to required information.

• Share all essential credentials, assets, and materials.

• Ensure all payments are made on schedule.

6. Onboarding Process

Onboarding is complete once the Client provides all logins, brand assets, and required materials. The Agency will commence within three (3) business days. Delays in providing information extend project timelines.

7. Intellectual Property

All works created for the Client become their property once payments are cleared. The Agency may showcase work in its portfolio unless bound by confidentiality agreements.

8. Termination

• Either party may terminate with 30 days’ written notice.

• Credentials are handed over once pending payments are cleared.

• The Agency may terminate if the Client fails to communicate professionally or ignores termination notices.

• The Client must pay for services provided until the termination date, including approved expenses.

9. Confidentiality

Both parties agree to keep shared information confidential unless disclosure is required by law or permitted in writing.

10. Indemnification

Each party agrees to indemnify the other against claims, damages, or losses arising from performance or non-performance under this Agreement.

11. Governing Law & Jurisdiction

This Agreement is governed by the laws of [Jurisdiction]. Any disputes fall under the exclusive jurisdiction of the courts in [City].

12. Entire Agreement

This Agreement replaces all prior discussions or agreements related to the subject matter.

13. Refunds

• 80% refund if requested within 7 days of onboarding.

• 50% refund if requested within 15 days.

• No refunds after 15 days.

• Partial refunds (3–6%) may apply if agreed work remains undelivered.

• If projects are delayed by the Agency (without client changes), a 10% refund applies on project valve.

14. Project Delivery Timelines

• Branding, website, and app projects require a minimum of 30 days.

• Final timelines are confirmed during consultation/finalization meetings.

• Additional revisions or client changes may extend delivery and add costs.

15. Ad Fund Payment Methods

The Client is responsible for ad funds and valid payment methods. If the Agency advances funds, the Client must reimburse all transactions as invoiced.

16. Reporting

Monthly performance reports are shared by the 10th of each month. Clients may request clarification meetings within 7 days of receiving the report.

17. Performance & Growth

Campaign results may vary due to factors beyond the Agency’s control, such as market trends, budgets, materials provided, and competitive conditions. No performance guarantees are made.