Terms and Conditions

a. Agreement / Terms and Conditions / Terms - means this Agreement, together with any applicable quotations, scope, and obligations, and constitutes the entire Agreement between the Parties relating to the subject matter herein and supersedes all prior understandings, Agreements, or communications, whether written or oral. No amendment or modification shall be valid unless in writing and signed by an authorized representative of the Company.

b. Company - refers to Unboxfame India Private Limited, its successors and permitted assigns, providing the Services under this Agreement.

c. User / You - refers to any individual, entity, customer, visitor, or person accessing, using, or availing the Services provided by the Company, including their permitted successors and assigns.

d. Parties / Party - collectively refers to the User and the Company, and individually to either one of them.

e. Service / Project - refers to the Brand Naming, Tagline, Logo Creation, Web Designing and Development, Graphic Services, Product Packaging, Trademark Registrations & other Legal Registrations like GST, MSME, ROC (referred to as Registrar of Companies, is a government authority under the Ministry of Corporate Affairs (MCA) responsible for registering companies) and so on, Digital Marketing Services but not limited to it, offered by the Company, as detailed in these terms and in the Quotation.

f. Quotation - means the written quotation, proposal, or offer issued by the Company to you setting out the scope, specifications, fees, timelines, and other terms of the Services.

g. Deliverables / Source File - means all final outputs, materials, files, reports, content, campaigns, credentials, codings, creative works, or other work products prepared and delivered by the Company to you in accordance with the Services and subject to full payment.

h. User Materials - refers to any information, content, branding, guidelines, data, records, images, logos, designs, documents, or other materials provided by you to the Company for the purpose of the Services.

i. Company’s Work - means all artistic works, inventions, designs, logos, websites, videos, creative outputs, or other materials created by the Company in the course of performing the Services, capable of intellectual property protection, unless otherwise agreed in writing.

j. Confidential Information - means any business, technical, financial, legal, or proprietary information disclosed by either Party to the other, whether oral, written, or electronic, and not in the public domain, including but not limited to methods, tools, strategies, trade secrets, templates, your records, personnel policies, and communications.

k. Intellectual Property Rights - means all rights in trademark, copyright, design, patent, trade secrets, know-how, or other proprietary rights relating to the Deliverables, User materials, or Company’s work.

l. Arbitration - means the process of dispute resolution agreed upon by the Parties in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.

m. Business Day - means any day other than a Saturday, Sunday, or a public holiday on which banks and commercial establishments are generally open for business in Delhi.

a. These Terms and Conditions govern your use of the Service and establish the Agreement between you and the Company. They describe the rights and responsibilities of all users in relation to the Service. Your right to access and utilize the Service is expressly subject to your acceptance of, and adherence to, these Terms and Conditions which shall be binding upon and enforceable against all individuals, whether as visitors, users, or otherwise, who access or make use of the Service. If you do not agree to these Terms and Conditions, you should not use our Services.

b. No terms or conditions, whether stated in, appended to, or otherwise forming part of the Quotation, shall be incorporated into or deemed to form part of this Agreement unless expressly acknowledged and accepted in writing by the Company.

c. The Company may, at its sole discretion, modify or update these Terms and Conditions, Service Specifications, and related documents at any time. Such changes shall be effective immediately after posted on the Company’s website or communicated to you/user. You are responsible for reviewing updates, and continued use of the Service constitutes acceptance of the revised Terms. Continued access to or use of the Service following any revisions shall constitute acceptance of the updated Terms and Conditions.

a. The Company undertakes to deliver the Services as outlined in these Terms and Conditions and the Service Specifications.

b. The Company reserves the right, at its sole discretion and when deemed necessary, to temporarily suspend any of its Service, for the purpose of updates, maintenance, or performance improvements. The Company will make reasonable efforts to minimize any delays caused by such suspension and to restore the Services at the earliest time. You shall not be entitled to any adjustment, refund, discount, or other credit due to such suspension.

c. During the ongoing project, you shall have a non-exclusive, non-transferable, limited right to use the Services solely for its internal business purposes or for promoting the Services, provided that the ownership shall transfer to you exclusively upon the Company’s receipt of full payment of the amounts specified in the applicable quotation or invoice.

d. In relation to the brand naming Services, you shall be entitled to select only one name from the proposed names included in the package, and shall not claim ownership over any of the other proposed names. If you elect to utilize any additional names beyond the selected name, you shall be liable to pay the applicable consideration for each such additional name adopted.

e. The Company offers various Service packages from which you may select in accordance with its business requirements. Your entitlement shall be strictly limited to the scope of Services expressly specified in the selected package and as set out in the corresponding quotation.

f. Upon the amicable termination or completion of the Services, and subject to the duly settled all outstanding payments in full as per the invoices raised by the Company, you shall obtain full ownership rights over the final Deliverables. Such ownership rights shall include, without limitation, the right to use, reproduce, sell, license, lease, assign, transfer, or otherwise commercially exploit the Deliverables at the your sole discretion, free from any further claim or encumbrance by the Company. (but not in case specified in termination clause)

a. Notwithstanding anything contained in scope of Services, in the event that, during the course of the project, you requests any additional Services beyond the scope of the chosen package, including, without limitation, upgrades, modifications, enhancements, or supplementary Deliverable, you shall be liable to pay the applicable additional charges as determined by the Company for such Services. PROVIDED THAT such revisions are not included in the chosen package and shall be charged separately.

b. In reference to above clause, the modifications, updates and revisions, shall be in writing includes but not limited to emails, upon the agreed terms of both the parties.

a. You shall provide accurate, complete, and timely information, content, data, branding guidelines, images, or other materials necessary for the Company to perform the Services.

b. You ensure that all information, records, documentation or other material provided by user/you to the Company and required for the performance of the Company’s obligations is correct and accurate and is provided promptly as and when reasonably required by the Company, PROVIDED THAT you acknowledge the Company shall not be liable for any loss, damage, delay, or claim arising from inaccurate, incomplete, false, or misleading information, records, or materials supplied by the you, and agrees to indemnify and hold the Company harmless from any resulting consequences, including third-party claims or regulatory actions.

c. You shall be responsible for reviewing and approving all Deliverables, campaigns, creatives, or content submitted by the Company within the timelines communicated by the Company. Failure in feedback, approvals, or required instructions within the stipulated timeframe shall be deemed acceptance of the Deliverables as provided, may extend project timelines and the Company shall not be held liable for any resulting delay, loss of opportunity, or adverse impact on the performance of the Services.

d. You shall be solely responsible for ensuring that all materials, content, data, information, or instructions provided to the Company in connection with the Services are accurate, lawful, and do not infringe upon the intellectual property, proprietary rights, privacy rights, or any other rights of third parties.

e. You shall pay all fees, charges, and applicable taxes in full and on time, in accordance with the payment terms specified in this Agreement or in any applicable quotation or invoice. Any failure, delay, or default in payment by user/you may, at the sole discretion of the Company, result in the immediate suspension of Services until such payment is made, and may also lead to the termination of the Services and/or Agreement. user/you shall remain liable for all amounts due, including any accrued interest, late fees, or costs of collection incurred by the Company in enforcing its rights under this clause.

f. You shall maintain strict confidentiality of all proprietary methods, tools, strategies, templates, trade secrets, and other confidential information disclosed by the Company during the engagement. Such information shall only be used for performing the Services and shall not be shared, reproduced, or disclosed to any third party without the Company’s prior written consent. This obligation shall survive the termination or expiration of this Agreement.

g. ou shall not misuse, modify, misrepresent, or alter any Deliverables, campaigns, or reports in a way that harms the Company’s reputation, goodwill, or brand. Presenting such work misleadingly or deceptively shall constitute a material breach, entitling the Company to remedies including injunctive relief or damages.

h. You acknowledge that the Services may involve third-party platforms (e.g., Google, LinkedIn, GST, IP India, ROC etc.) and agree to comply with their terms and policies. The Company shall not be liable for any interruptions, restrictions, or issues caused by changes or actions of such platforms, and such events shall not constitute a breach of this Agreement.

i. By proceeding with the trademark filing, you acknowledge that the selection of the brand name is made at your sole discretion. The Company files the application based on your instructions and does not guarantee that the chosen brand name will be free from objections, oppositions, or conflicts with existing marks. Any such issues that may arise shall be your sole responsibility, and the Company shall not be held liable in this regard.

j. After the application is filed, if the Trademark Office raises any prosecution requirements but not limited to objections, examination reports, hearings, or oppositions and also if any objections comes from ROC authority, you are solely responsible for handling those processes. That includes preparing and filing replies, engaging legal counsel, and covering all related costs. The Company shall have no liability or obligation in respect of such matters, however, may provide additional assistance or legal guidance subject to additional fees which may include professional and government.

k. When providing Services using any portal, website, server, hard drive, or other resources controlled by you, you will ensure safe, secure access and provide all necessary permissions, credentials, and support. The Company shall not be liable for delays or limitations caused by unsafe or inadequate access.

l. In reference to above stated clause 3(c), such ownership, rights, or licenses in the Company’s Work or Deliverables shall transfer to you only upon full payment of all amounts due under the applicable Quotation or invoice. If payment is not made in full after completion of the Services or delivery of Source Files, ownership shall remain with the Company, which reserves all rights to recover its Work and claim any outstanding amounts, including costs, interest, and damages.

a. You shall make all payments strictly in accordance with the Quotation or invoice issued by the Company, in the manner, and within the timelines specified therein. Once the project has commenced, any advance, deposit, or upfront payment shall be non-refundable, except if you terminate the Services within twenty-four (24) hours of making the first payment against the quotation, in such case a refund may be considered subject to applicable deductions. For the purpose of this para, the deductions means the specified amount against the project if started before or within 24 hours and resources applicable.

b. You shall pay the amount as per the Quotation or invoice, within the specified timeline. An advance payment must be made within seven (7) days of receiving the quotation by email, failing which you may lose the offer and the quotation may be terminated. All payments must follow the mode and details specified in the invoice/quotation. Any delay in remaining payments may result in suspension of Services, imposition of late charges with applicable interest on the outstanding balance, or termination of the agreement at the Company’s discretion.

c. The Service charges and fees shall be acceptable through different modes of payment including Razorpay, Stripe, Bharatpe, and bank transfer, used by the Company and the same has been shared with you at the time of sharing the Quotation. Once the payment or advance payment has been paid by you, a unique Client Identification Code will be given to you for future Service transactions.

d. In the event of non-payment, partial payment, or delayed payment, the Company reserves the right to suspend or terminate the Services immediately until all outstanding dues are fully settled. You further acknowledge that any request for additional Services beyond the scope of the agreed Quotation shall attract separate charges, which shall be invoiced independently and paid in advance prior to the commencement or delivery of such additional Services.

e. All Deliverables, including but not limited to the final outputs, drafts, and source files falling within the defined scope of work, shall be handed over to you only upon receipt of full and final payment of the Service amount as specified in the Quotation or invoice. Until such payment is made in full, all rights, ownership, and access to the Deliverables shall remain with the Company, and you shall have no claim, license, or usage rights over the same. The transfer of Deliverables will be deemed complete only after payment is duly cleared in accordance with the agreed terms.

f. The Company reserves the right to raise more than one invoice in relation to the Services, particularly where you request additional Services beyond the agreed scope or where modifications in Service charges arise due to revisions, upgrades, or alterations in the original Quotation.

g. The Service charges mentioned in the quotation or invoice inclusive of taxes as mentioned in pro forma invoice or invoice shall be disbursed to Company by you after deduction of TDS if applicable. However, all other taxes and levies as may apply to the Services being rendered by the Company following these agreed terms shall be borne by you.

h. In the event that government fees, including but not limited to Trademark Registration, ROC Registration, and related Services, are revised or increased by the relevant government department after the quotation has been shared, you shall be solely responsible for paying any additional amounts over and above the fees originally quoted. The Company shall not be held liable for any such revisions or increases, and you agree that payment of these additional sums is mandatory for the continuation and completion of the Services.

i. You shall reimburse the Company for all reasonable expenses directly related to the Services, including travel, accommodation, meals, and subsistence, provided such costs are pre-approved or incurred in line with the Company’s policies. Reimbursement shall be supported by receipts or invoices and paid within the agreed timelines, with any delay treated as a default under this Agreement.

a. You agree to furnish all necessary materials, information, data, and documents as may be reasonably required by the Company for the effective and timely delivery of the Services. All rights, ownership, and title in User/your Materials shall at all times remain vested in you, and nothing in this Agreement shall transfer or assign such rights to the Company, except for a limited right of use solely for the purpose of performing the Services.

b. All rights, title, and interest in any materials provided by the Company in connection with the Services, excluding user/your Materials, shall remain vested in the Company.

c. The Scope of Services involve the Company’s Work, are capable of intellectual property protection, all such rights shall vest inclusively in the Company unless otherwise agreed in writing. Upon the transfer of ownership rights in the Company’s Work to you, whether by way of assignment or written Agreement or delivery of source file, expressly or impliedly, subject to full payment of all applicable fees, the Company shall nonetheless retain a perpetual, royalty-free right to use such Deliverables for its own limited purposes of marketing, promotion, and advertisement, without infringing on your commercial exploitation of the same.

d. The confidentiality obligations of the Parties shall survive the termination or expiration of this Agreement for a period of five (5) years or as required by applicable law, whichever is longer, divulge, or allow to be divulged to any person any Confidential Information (including, but not limited to, any information relating to the personnel policies, rules, regulations and bye-laws, business or affairs of the Parties) unless such information comes into the public domain without breach by either Party or such information as may be required to be divulged by any Party for the performance of its obligations in accordance with the terms of this Agreement. Further, the Parties shall not be prevented from disclosing Confidential Information if (i) such disclosure is in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or (ii) such disclosure is otherwise required by law, provided that in either event, the Receiving Party, to the extent possible, has first given prompt prior written notice to the Disclosing Party. The confidentiality obligations shall continue to survive beyond the termination/expiry of this Agreement.

a. In no event shall either you or Company be liable to each other under or in connection with this Agreement for any indirect, incidental, special or consequential loss or damage, loss of revenue, profits, goodwill, bargain or opportunities or loss of anticipated savings incurred or suffered by either party whether in an action in contract, tort (including without limitation negligence), statute or otherwise and whether or not such party was aware or should have been aware of the possibility of such loss or damage.

b. The Company takes all reasonable care to ensure that the Services delivered to you are accurate and efficient. The Company shall not be liable in cases of death or personal injury of its employees, or in cases of fraud or fraudulent misrepresentation, neither the Company nor its employees shall be held liable for any other form of loss, regardless of how it arises.

c. The Company shall not be liable for any losses, damages, costs, or expenses arising directly or indirectly from: ROC searches; any objections, examination reports, or requirements issued by the Trademark Registry; any opposition or other proceedings initiated by third parties in relation to your trademark application; any additional government fees, costs, or expenses incurred for further prosecution of your application as instructed by you; or any loss of opportunity, goodwill, or value arising from the choice of brand name submitted for filing, including but not limited to loss of business, reputational damage, or inability to secure registration. You expressly acknowledge and agree that the Company’s role is limited to filing and related formalities, and that it cannot guarantee the acceptance, registration, or protection of any trademark.

d. The provisions of this clause shall continue to apply notwithstanding the termination or expiry of this Agreement for any reason.

a. By either party, by giving the other Party at least 15 days advance written notice, subjected to releasing the amount to the extent of availed Service by you to the Company;

b. If the Company winds up its business, becomes insolvent, or becomes incapacitated from acting as the placement agency.

c. If user/you becomes unresponsive, inactive, or otherwise fails to communicate with the Company for a continuous period of not less than six (6) months during the course of availing the Services, such conduct shall be deemed as an implied termination of the Services by you. In such circumstances, the Company shall reserve the right to close the project or engagement without any further obligation, and user/you shall not be entitled to any refund of fees already paid. Any outstanding dues or costs incurred up to the date of deemed termination shall remain payable by you.

a. The performance by either Party of its obligations shall be excused for a period that is considered reasonable under the circumstances resulting in any failure or delay caused by any force majeure events including but not limited to earthquakes, cyclones, hurricanes, riots, war, embargoes, government actions or restrictions, or any other cause beyond reasonable control due to which your Services will have been performed.

b. The either Party wishing to be excused (pursuant to this clause) shall notify the other Party in writing without delay on the intervention and the cessation thereof.

c. Neither party will be liable for delay or failure to perform its obligations in the event of a Force Majeure Event.

d. The Company shall have the right to extend any delivery or completion timelines by the period during which it is delayed, prevented, or hindered from providing the Services for any reason. Such extension shall not affect the Company’s right to receive payment for any Services rendered or Results delivered prior to the termination, if so.

a. All notices under this Agreement, including but not limited to breach notifications, reminders, updates, or changes, or other formal communications, shall be sent by email to the address specified in the Order or as otherwise agreed in writing by the parties. The designated email address may be updated by written notice. Notices sent by email shall be deemed effective on the next business day following transmission.

b. Both parties acknowledge that receipt of a notice sent by email may not be instantaneous due to technological factors, but once transmitted, the notice will be considered effective according to the timeline specified in this Agreement. The parties agree that the date and time of transmission, as recorded by the email system, shall be determinative of the notice's effectiveness.

a. The failure, delay, or omission by the Company to exercise, enforce, or insist upon the strict performance of any right, remedy, or provision conferred under this Agreement shall not be construed as a waiver of such right or provision, nor shall it prevent or limit the Company’s right to exercise or enforce the same at a later date.

b. Any waiver of a right or provision shall be valid only if expressly made in writing and signed by the Company. No single or partial exercise of any right or remedy shall preclude the further exercise of that or any other right or remedy available to the Company under this Agreement or applicable law.

a. If any provision of this Agreement is held to be illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified or limited to the extent necessary to give effect to the Parties’ intent, without affecting the validity of the remaining provisions. The Parties shall cooperate to amend the Agreement where required to achieve substantially the same result. The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision.

a. This entire Agreement between you and the Company regarding your use of our Services and supersede any prior Agreements, understandings, or communications, whether written or oral, relating to the same subject matter. No amendment or modification of these terms shall be valid unless made in writing and expressly agreed to by the Company.

a. This Agreement is made solely for the benefit of you and the Company. No person or entity other than them shall have any rights to enforce or rely on any provision of this Agreement under the Indian Contract Act, 1872, or otherwise. Nothing in these Terms shall be deemed to confer any rights or remedies upon any third party.

a. This Agreement shall be governed and construed in accordance with the laws of India, and any disputes therein shall fall within the exclusive jurisdiction of the courts in Delhi.

b. If either party fails to bring any resolution or settlement then either Party may give to the other Party a formal notice in writing that the dispute or difference exists, specifying its nature, the point(s) in issue and its intention to refer the dispute to arbitration.

c. The dispute or difference shall be referred to and finally settled by arbitration by a mutually appointed sole arbitrator. The arbitration proceedings shall be conducted per the provisions of the Arbitration and Conciliation Act 1996 as amended from time to time. The venue of the Arbitration shall be at Delhi Jurisdiction and the language of Arbitration proceeding shall be English.

d. The arbitrator’s decision shall be final and binding on both Parties and enforceable in any court of competent jurisdiction. The costs of arbitration shall be borne by you and the Company against which the award is made.

e. Nothing in this Agreement shall prevent either party from approaching a competent court for interim or interlocutory relief, including injunctions, remedy measures, before or during arbitration, to protect their rights and interests pending the resolution of the dispute.