Terms and Conditions

1. ACCEPTANCE OF TERMS

By accessing or using our Site or services, you confirm that:

• You are at least 18 years of age or the age of majority in your jurisdiction
• You have the legal capacity to enter into a binding agreement
• You agree to be bound by these Terms and our Privacy Policy
• You will comply with all applicable laws and regulations in your jurisdiction

If you do not agree to any part of these Terms, you must immediately discontinue use of our Site and services.

2. DESCRIPTION OF SERVICES

Profit Niti is a Performance Marketing Agency that provides digital marketing services including but not limited to:

• Search Engine Marketing (SEM) / Pay-Per-Click (PPC) advertising
• Search Engine Optimization (SEO)
• Social Media Marketing and Advertising (Meta, LinkedIn, TikTok, Instagram, etc.)
• Display Advertising and Programmatic Buying
• Conversion Rate Optimization (CRO)
• Marketing Analytics and Attribution
• Content Marketing and Strategy
• Email Marketing Automation
• Affiliate Marketing Management
• Remarketing/Retargeting Campaigns

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without prior notice. All services are provided subject to the availability of third-party advertising platforms (Google, Meta, LinkedIn, etc.) and their respective terms of service.

3. CLIENT RESPONSIBILITIES AND OBLIGATIONS

As a Client of Profit Niti, you agree to:

3.1 Accurate Information

Provide accurate, current, and complete information about your business, target audience, marketing goals, budget, and any other information requested by us. You are responsible for updating any changes to this information promptly.

3.2 Access and Credentials

Provide necessary access to your advertising accounts (Google Ads, Meta Ads, etc.), analytics platforms (Google Analytics), website CMS, and other tools required for campaign execution. You remain responsible for maintaining the security of your account credentials.

3.3 Content Approval

Review and approve all marketing materials, ad creatives, copy, and landing pages within the agreed-upon timeframe (typically 3-5 business days). Failure to provide timely approval may delay campaign launch and performance.

3.4 Legal Compliance

Ensure that your business, products, and services comply with all applicable laws, including but not limited to consumer protection laws, advertising standards, industry-specific regulations (e.g., healthcare, finance, alcohol, gambling), and intellectual property rights. You warrant that your business is not engaged in any illegal activities.

3.5 Third-Party Platform Compliance

Comply with all terms of service, advertising policies, and guidelines of third-party platforms we use (Google Ads Policy, Meta Advertising Standards, LinkedIn Marketing Solutions Policy, TikTok Advertising Guidelines, etc.). Violations of these policies may result in account suspension or termination.

3.6 Budget Management

Maintain sufficient funds in your advertising accounts to cover ad spend. You are solely responsible for all advertising costs incurred on third-party platforms, which are billed separately from our service fees.

3.7 Performance Expectations

Acknowledge that performance marketing results depend on numerous factors beyond our control, including market conditions, competition, seasonality, economic factors, third-party platform algorithm changes, and your product/service quality. We do not guarantee specific ROI, conversion rates, or revenue targets unless explicitly stated in a written service agreement.

4. FEES AND PAYMENT TERMS

4.1 Service Fees

You agree to pay all service fees as specified in our service proposal, quotation, or written agreement. Fees may be structured as:

• Monthly retainer fee
• Percentage of ad spend
• Performance-based fee (cost per acquisition, cost per lead, revenue share)
• Hourly consulting rate
• Project-based fee

4.2 Payment Schedule

• Monthly retainer fees are due in advance on the 1st of each month
• Performance fees are calculated and billed at the end of each billing cycle
• Additional services or scope changes will be billed separately with prior written approval

4.3 Advertising Spend

You are directly responsible for paying all advertising costs to third-party platforms (Google, Meta, etc.). These costs are separate from our service fees and are not included in our retainer or management fees.

4.4 Payment Methods

We accept payment via:

• Bank transfer (NEFT, RTGS, IMPS for Indian clients)
• Credit/Debit cards (Visa, Mastercard, American Express)
• Online payment gateways (Razorpay, Stripe, PayPal)
• Other methods as mutually agreed

4.5 Late Payments

• Invoices are due within [15/30] days of the invoice date (unless otherwise specified)
• Late payments incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower
• We reserve the right to suspend services for payments more than 15 days overdue
• Accounts overdue by more than 45 days may be terminated immediately

4.6 Taxes

• All fees are exclusive of applicable taxes (GST, VAT, sales tax, withholding tax)
• You are responsible for all taxes associated with your use of our services
• For Indian clients, GST at the applicable rate (currently 18%) will be charged additionally
• For international clients, you are responsible for any withholding taxes in your jurisdiction

4.7 Refunds

• Service fees are generally non-refundable once work has commenced
• Prepaid retainer fees may be prorated for unused months upon termination with 30 days' notice
• Advertising spend is non-refundable once spent on third-party platforms
• Refund requests must be submitted in writing within 7 days of invoice date

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Our Intellectual Property

All content on this Site (text, graphics, logos, images, videos, software, code, designs) is owned by Profit Niti or its licensors and is protected by Indian Copyright Act, 1957, and international copyright laws. Our service methodologies, frameworks, templates, tools, and proprietary processes are our trade secrets and confidential information. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our Site for personal or internal business purposes only.

5.2 Client Intellectual Property

You retain all ownership rights to your business content, products, services, trademarks, and brand assets. You grant us a limited license to use your content, logos, and brand materials solely for delivering marketing services. Upon termination, we will return or destroy all your proprietary information as per our data retention policy.

5.3 Campaign Assets

Ad creatives, copy, landing pages, and campaign structures created by us during the engagement are initially owned by us. Upon full payment of all fees, ownership of final approved campaign assets transfers to you. We retain the right to showcase anonymized campaign results and case studies in our portfolio (unless you opt out in writing).

5.4 Third-Party Intellectual Property

We may use third-party tools, software, stock images, fonts, and resources in delivering services. Such third-party materials are subject to their respective licenses and terms. You are responsible for obtaining necessary licenses for any third-party resources specific to your business use.

5.5 Infringement

You agree not to infringe on any third-party intellectual property rights. You will promptly notify us of any alleged infringement claims related to our services. We reserve the right to suspend services if infringement claims arise until resolution.

6. DISCLAIMERS AND LIMITED WARRANTIES

6.1 No Performance Guarantees

CRITICAL UNDERSTANDING: Performance marketing is inherently uncertain. We explicitly disclaim any guarantees regarding:

• Specific revenue, sales, or ROI figures
• Conversion rates, click-through rates, or engagement metrics
• Search engine rankings (for SEO services)
• Ad platform approval or account status
• First-page Google rankings or specific keyword positions

Your results will vary based on market conditions, competition, industry, budget, product quality, and countless other factors beyond our control. Past performance does not guarantee future results.

6.2 Third-Party Platform Risks

We do not control third-party advertising platforms (Google, Meta, LinkedIn, TikTok, etc.). Platform algorithm changes, policy updates, account suspensions, or service disruptions are beyond our control. We are not liable for account bans, ad rejections, or restrictions imposed by third-party platforms. You assume all risks associated with third-party platform dependencies.

6.3 "As Is" and "As Available" Basis

Our Site and services are provided on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind, express or implied, to the maximum extent permitted by law, including: No warranty of merchantability; No warranty of fitness for a particular purpose; No warranty of non-infringement; No warranty of uninterrupted or error-free service; No warranty of accuracy of information.

6.4 Limited Warranty

We warrant that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• We have the right and authority to provide the services
• Services will substantially conform to the agreed-upon scope of work

This limited warranty is valid for 30 days from service delivery.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING THE INDIAN CONTRACT ACT, 1872, AND COMMON LAW PRINCIPLES), PROFIT NITI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: Loss of profits, revenues, or business opportunities; Loss of data or business intelligence; Business interruption; Loss of reputation or goodwill; Cost of substitute services; Emotional distress.

7.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO PROFIT NITI IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL OUR LIABILITY EXCEED ₹50,000 INR (OR EQUIVALENT IN YOUR CURRENCY) REGARDLESS OF THE THEORY OF LIABILITY.

7.3 No Consequential Damages

You acknowledge that our fees reflect the allocation of risk, and the limitations in this section are an essential part of the bargain between us. Without these limitations, the fees would be substantially higher.

7.4 Exceptions

The limitations above do not apply to: Death or personal injury caused by our negligence; Fraud or fraudulent misrepresentation; Willful misconduct or gross negligence; Breach of confidentiality obligations; Intellectual property infringement by us; Liability that cannot be excluded or limited under applicable law (e.g., certain consumer protection rights).

7.5 Indian Law Specifics

Under the Information Technology Act, 2000 and Indian Contract Act, 1872, reasonable limitations of liability are enforceable. However, certain consumer rights under the Consumer Protection Act, 2019 cannot be waived.

7.6 International Law Specifics

Some jurisdictions (EU member states, certain US states) do not allow exclusion of implied warranties or limitation of liability for certain damages. In such cases, our liability shall be limited to the maximum extent permitted by law in your jurisdiction.

8. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Profit Niti, its officers, directors, employees, agents, partners, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from:

• Your use of our Site or services
• Your breach of these Terms
• Your violation of any law, regulation, or third-party right
• Your products, services, or business practices
• Content you provide or publish through our services
• Disputes between you and third parties (including your customers)
• Your failure to comply with third-party platform policies
• Misrepresentation of your business or marketing goals

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you will cooperate with our defense.

9. TERMINATION

9.1 Termination by You

• You may terminate services at any time by providing 30 days' written notice
• You must pay all outstanding fees for services rendered through the termination date
• Prepaid fees for unused service periods will be prorated and refunded (less any costs incurred)

9.2 Termination by Us

We may terminate or suspend services immediately upon written notice if:

• You fail to pay fees when due (after 15-day grace period)
• You breach any term of these Terms
• You engage in illegal or fraudulent activities
• Your business violates third-party platform policies
• We suspect fraud or misuse of our services
• Continuation of services would expose us to legal or reputational risk

9.3 Effect of Termination

Upon termination:

• All outstanding fees become immediately due
• We will cease all active campaigns within 48 hours (unless otherwise requested)
• We will provide access to campaign data and reports for 30 days post-termination
• After 30 days, we may delete or archive your data per our retention policy
• Restrictions on use of our intellectual property survive termination
• Confidentiality obligations survive termination
• Limitation of liability provisions survive termination

9.4 Suspension

We may temporarily suspend services without notice for:

• Maintenance or system upgrades
• Security concerns
• Third-party platform outages
• Non-payment (after 15 days overdue)

10. CONFIDENTIALITY

10.1 Definition

"Confidential Information" includes business strategies, customer data, campaign performance, pricing, trade secrets, technical information, and any non-public information disclosed by either party.

10.2 Obligations

• Both parties agree to keep Confidential Information confidential
• Use Confidential Information solely for delivering or receiving services
• Disclose only to employees/contractors with a legitimate need to know
• Implement reasonable security measures to protect Confidential Information
• Not reverse engineer, decompile, or disassemble any proprietary software

10.3 Exceptions

Confidential Information does not include information that:

• Is publicly known through no fault of the receiving party
• Was known before disclosure by the disclosing party
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without restriction
• Must be disclosed by law or court order (with prior notice where possible)

10.4 Duration

Confidentiality obligations survive for 3 years after termination of services.

11. DATA PROTECTION AND PRIVACY

11.1 Compliance

We comply with applicable data protection laws including:

• India's Digital Personal Data Protection (DPDP) Act, 2023
• EU General Data Protection Regulation (GDPR)
• California Consumer Privacy Act (CCPA)/CPRA
• Other applicable international privacy laws

11.2 Data Processing

We act as a Data Processor for client customer data and Data Controller for our business data. We process personal data only per your instructions and for service delivery. We implement appropriate technical and organizational security measures. We do not sell personal data and limit sharing to service providers under DPAs.

11.3 Your Rights

You have rights to access, correct, delete, and export your data. Contact us at [email protected] for data requests.

11.4 Data Breach

In case of a data breach, we will notify you within 72 hours as required by GDPR and DPDP Act.ey+1

11.5 Privacy Policy

Our Privacy Policy (linked on our Site) is incorporated into these Terms by reference.

12. GENERAL PROVISIONS

12.1 Governing Law and Jurisdiction

• For Indian Clients: These Terms shall be governed by and construed in accordance with the laws of India. The courts in Surat, Gujarat shall have exclusive jurisdiction.
• For International Clients: These Terms shall be governed by the laws of India, without regard to conflict of law principles. You agree to submit to the exclusive jurisdiction of courts in Surat, Gujarat, India.
• EU/EEA Consumers: Notwithstanding the above, consumers in the EU retain rights under their local mandatory consumer protection laws and may bring claims in their home jurisdiction.

12.2 Dispute Resolution

• Amicable Resolution: Both parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days before initiating formal proceedings
• Arbitration (Optional): Either party may request arbitration under the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be conducted in Surat, Gujarat in English. The award shall be final and binding.
• Mediation: We encourage mediation before litigation. Costs shall be shared equally unless otherwise agreed.

12.3 Force Majeure

We shall not be liable for delays or failures in performance resulting from acts beyond our reasonable control, including: Natural disasters (earthquakes, floods, storms); Pandemics or epidemics; War, terrorism, or civil unrest; Government actions or restrictions; Internet outages or third-party service failures; Labor strikes or shortages; Changes in laws or regulations.

12.4 Entire Agreement

These Terms, together with our Privacy Policy and any written service agreements, constitute the entire agreement between you and us regarding our services and supersede all prior agreements, understandings, and representations.

12.5 Amendments

• We may modify these Terms at any time by posting updated Terms on our Site
• Material changes will be notified via email or prominent Site notice 30 days before effectiveness
• Continued use of our Site or services after changes constitutes acceptance
• For existing clients, material changes require written consent

12.6 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

12.7 Waiver

• Failure to enforce any right or provision is not a waiver
• No waiver shall be effective unless in writing and signed by both parties
• Single or partial exercise of rights does not preclude further exercise

12.8 Assignment

• You may not assign these Terms without our prior written consent
• We may assign these Terms in connection with a merger, acquisition, or sale of assets
• Any prohibited assignment is void

12.9 Notices

All notices must be in writing and sent to: Email: [email protected] | Address: [Insert Physical Address if available]

Notices are deemed received:

• Email: On the day sent (if during business hours) or next business day
• Courier/Registered Post: 3 business days after dispatch

12.10 Counterparts and Electronic Signatures

These Terms may be executed in counterparts and via electronic signatures, each of which shall be deemed an original.

12.11 Language

These Terms are provided in English. If translated into other languages, the English version shall prevail in case of discrepancy.

13. SPECIFIC DISCLOSURES FOR INTERNATIONAL CLIENTS

13.1 GDPR-Specific (EU/EEA/UK)

• We process personal data based on GDPR Article 6 legal grounds (contract performance, legitimate interest, consent)
• International data transfers are protected by EU Standard Contractual Clauses (SCCs)
• You have rights to access, rectification, erasure, restriction, portability, and objection
• You may lodge complaints with your local data protection authority

13.2 CCPA-Specific (California)

• We do not "sell" personal information in the traditional sense
• We may "share" data with advertising partners for targeted advertising
• You have the right to opt-out of "sharing" for cross-context behavioral advertising
• You may designate an authorized agent to submit requests

13.3 Export Controls

You agree to comply with all export control laws and regulations, including but not limited to Indian export laws and US Export Administration Regulations. You shall not use our services in countries subject to international embargoes.

13.4 Anti-Corruption

Both parties agree to comply with all anti-corruption laws, including the Prevention of Corruption Act, 1988 (India), US Foreign Corrupt Practices Act (FCPA), and UK Bribery Act. Neither party shall offer, promise, or give bribes or improper payments.

13.5 Anti-Money Laundering

We reserve the right to verify your identity and source of funds to comply with anti-money laundering (AML) laws and know-your-customer (KYC) requirements.

14. PERFORMANCE MARKETING-SPECIFIC TERMS

14.1 Attribution and Tracking

• Conversion tracking and attribution are based on third-party platform data and methodologies
• Attribution windows vary by platform (typically 1-day click, 7-day click, 1-day view for Meta; 30-day click for Google)
• We are not responsible for tracking discrepancies, data loss, or inaccuracies from third-party platforms
• iOS privacy updates (ATT framework) and cookie restrictions may impact tracking accuracy

14.2 Ad Platform Account Ownership

• Advertising accounts should be owned by you (the Client), not us
• You retain full control and access to your ad accounts
• We act as an authorized manager of your accounts
• Upon termination, we will remove our access but you retain account ownership

14.3 Budget Allocation

• You have final say on budget allocation across campaigns and channels
• We provide recommendations based on performance data
• Sudden budget cuts may negatively impact campaign performance
• We recommend maintaining consistent budgets for optimal results

14.4 Creative and Copy

• You are responsible for ensuring all ad creatives and copy comply with advertising policies
• Prohibited content includes: illegal products, misleading claims, adult content, gambling (unless licensed), weapons, healthcare claims (without approvals), financial services (without disclosures)
• Ad rejections due to policy violations may delay campaign launch

14.5 Testing and Optimization

• We continuously test creatives, audiences, and strategies to improve performance
• Testing may involve temporary spending on underperforming variations
• You agree to reasonable testing budgets as outlined in our service agreement

14.6 Market Competition

• We do not guarantee you will outperform competitors
• Competitor actions (budget increases, new market entrants, pricing changes) may affect your results
• Industry benchmarks are estimates and vary by sector, geography, and season

15. CONSUMER PROTECTION COMPLIANCE (INDIA)

15.1 Consumer Protection Act, 2019

• These Terms comply with the Consumer Protection Act, 2019 and Consumer Protection (E-Commerce) Rules, 2020
• You have rights as a consumer under Indian law, which cannot be waived by these Terms
• Grievance Officer: Available upon request for complaints regarding services

15.2 Fair Trading Practices

• We do not engage in unfair trade practices, misleading advertising, or deceptive conduct
• All claims about our services are based on reasonable expectations and industry standards
• We do not make false or exaggerated performance claims

15.3 Right to Return/Refund

• For digital services, refunds are governed by Section 2(9) of Consumer Protection Act
• Service defects must be reported within 7 days of delivery
• Refund decisions are subject to our discretion and applicable law

16. ADDITIONAL DISCLAIMERS FOR DIGITAL MARKETING

16.1 Search Engine Independence

• Google, Meta, and other platforms are independent entities
• We are not affiliated with, endorsed by, or sponsored by any third-party platform
• Platform terms of service govern your use of their advertising products

16.2 Algorithm Changes

• Search engine and social media algorithms change frequently
• Algorithm updates may significantly impact campaign performance
• We adapt strategies in response but cannot predict or prevent algorithm changes

16.3 Click Fraud and Invalid Traffic

• We implement fraud detection measures but cannot guarantee 100% protection
• You are responsible for reviewing click quality reports
• Third-party platforms may invalidate clicks but refunds are not guaranteed

16.4 Domain and Hosting

• We are not responsible for your website hosting, domain registration, or technical issues
• Website downtime, slow loading, or technical errors may negatively impact campaign performance
• We recommend working with a qualified web developer for technical improvements

17. CONTACT INFORMATION

If you have any questions about these Terms and Conditions, please contact us:

18. ACKNOWLEDGMENT

BY ACCESSING OUR SITE OR ENGAGING OUR SERVICES, YOU ACKNOWLEDGE THAT:

• YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS IN THEIR ENTIRETY
• YOU UNDERSTAND THAT PERFORMANCE MARKETING RESULTS ARE NOT GUARANTEED
• YOU ACCEPT THE RISKS ASSOCIATED WITH THIRD-PARTY ADVERTISING PLATFORMS
• YOU AGREE TO THE LIMITATION OF LIABILITY AND INDEMNIFICATION PROVISIONS
• YOU UNDERSTAND THE GOVERNING LAW AND JURISDICTION CLAUSES
• YOU HAVE HAD THE OPPORTUNITY TO SEEK LEGAL ADVICE BEFORE ACCEPTING THESE TERMS
• YOU ARE WILLING TO BE BOUND BY THESE TERMS AS A CONDITION OF USING OUR SERVICES

END OF TERMS AND CONDITIONS

This Terms and Conditions document has been drafted to comply with the following laws and regulations: Indian Contract Act, 1872; Information Technology Act, 2000 (and Rules thereunder); Consumer Protection Act, 2019 and Consumer Protection (E-Commerce) Rules, 2020; Digital Personal Data Protection (DPDP) Act, 2023 ey+1; Copyright Act, 1957; Arbitration and Conciliation Act, 1996; General Data Protection Regulation (GDPR) - EU/EEA/UK datahash; California Consumer Privacy Act (CCPA)/CPRA - California, USA cookiebot; Uniform Commercial Code (UCC) - USA; International trade and export control laws; Anti-corruption laws (FCPA, UK Bribery Act, Prevention of Corruption Act, 1988).

Note: This Terms and Conditions template is provided for informational purposes and should be reviewed by qualified legal counsel to ensure compliance with your specific business needs and jurisdiction. Laws and regulations are subject to change, and you should stay updated on applicable legal requirements.
Last Updated: May 29, 2026