Effective Date: 01/12/2026
Last Updated: 09/07/2026
Registered Office: 8th Floor, Kariwala Towers, J1-5, EP Block, Salt Lake Sec-V, Kolkata-700091, West Bengal, India | CIN: U93090WB2019PTC233043 | GSTIN: 19AADCF8063E1ZK
These Terms & Conditions ("Terms") govern the provision of digital services by Online Legal India ("Company", "we", "our", or "us") to any individual, business, organisation, or legal entity ("Client", "you", or "your") engaging our services.
By accessing our website, selecting a Service Package, submitting an enquiry, accepting a customised quotation or proposal (where applicable), making any payment, placing an order through any authorised sales channel, or availing any of our Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms.
These Terms form an integral part of every engagement between the Company and the Client and shall apply together with the selected Service Package, invoice, order confirmation, payment receipt, customised proposal (where applicable), Statement of Work ("SOW"), subscription plan, maintenance agreement, or any other written commercial communication issued by the Company.
For the purposes of these Terms, the following expressions shall have the meanings assigned below unless the context otherwise requires.
Website Design
Website Development
Website Redesign
E-commerce Development
Landing Page Development
Website Maintenance
Annual Maintenance Contracts (AMC)
Search Engine Optimisation (SEO)
Local SEO
Google Business Profile (GBP) Creation, Verification Assistance & Optimisation
Google Ads Management
Meta (Facebook & Instagram) Advertising
Social Media Management
Performance Marketing
Branding & Graphic Design
Content Writing
Copywriting
Email Marketing
Hosting Assistance
Domain Registration Assistance
Technical Consultancy
Conversion Rate Optimisation
Analytics & Reporting
Any other digital, marketing, branding or technology-related services offered by the Company from time to time.
Included Services
Deliverables
Timelines
Pricing
Payment schedule
Revision limits
Support period
Exclusions
Optional add-ons
The Service Package selected by the Client shall constitute an integral part of the contractual agreement between the Company and the Client.
Google Business Profile
Google Ads
Meta Platforms
X (formerly Twitter)
YouTube
Shopify
WordPress
WooCommerce
GoDaddy
Hostinger
AWS
Cloudflare
Razorpay
PayU
together with any hosting provider, payment gateway, software provider, API provider, registrar or technology platform utilised during the provision of Services.
2. ACCEPTANCE OF TERMS
These Terms become legally binding upon the earliest occurrence of any of the following events
Continued use of any Service after these Terms have been communicated or published on the Company's website.
Where an order is placed through a telephonic conversation, video call, online payment link, messaging platform, email confirmation or any other authorised sales channel, the Client agrees that such confirmation, together with payment, shall constitute valid acceptance of these Terms.
The Client further represents that the individual accepting these Terms possesses the necessary authority to bind the organisation on whose behalf the Services are being procured.
3. SCOPE OF SERVICES
The Company provides professional digital services designed to establish, improve and grow the Client's digital presence.
The exact scope of every engagement shall be determined by the following documents, in descending order of priority
Custom Statement of Work (where applicable)
Custom Proposal or Quotation (where applicable)
Selected Service Package
Invoice
Order Confirmation
These Terms & Conditions
Only those Services expressly included in the selected Service Package or customised commercial document shall form part of the engagement.
Unless specifically included, the following shall be treated as additional services
Content Writing
Logo Design
Brand Identity
Premium Themes
Premium Plugins
Stock Photography
Paid Fonts
Domain Registration
Hosting
SSL Certificates
AI Software
API Charges
Payment Gateway Fees
Product Uploads
Data Entry
Website Migration
Translation
Accessibility Compliance
Cyber Security Audits
Post-launch Maintenance
Such services shall be quoted and billed separately.
4. ENTIRE AGREEMENT
These Terms, together with the selected Service Package, customised Proposal (where applicable), Statement of Work, invoice, payment confirmation, order confirmation, purchase order, subscription plan and any service-specific policy published by the Company, constitute the complete agreement between the Company and the Client.
No oral statement, sales presentation, advertisement, brochure, marketing material or informal communication shall modify these Terms unless confirmed in writing by an authorised representative of the Company.
5. MODIFICATIONS TO THESE TERMS
The Company reserves the right to amend these Terms from time to time in order to reflect changes in applicable law, industry practice, technology or business operations.
Updated Terms published on the Company's website shall apply prospectively to future engagements.
Projects already in progress shall continue to be governed by the version of the Terms accepted at the time the order was confirmed unless otherwise agreed in writing.
6. SERVICE-SPECIFIC TERMS
Certain Services, including Website Development, SEO, Google Business Profile Management, Paid Advertising, Website Maintenance, Hosting, Annual Maintenance Contracts, Branding or other specialised Services, may be subject to additional service-specific conditions.
Where such service-specific conditions exist, they shall be read together with these Terms.
In the event of any conflict between these Terms and a customised Statement of Work, customised Proposal or service-specific agreement, the customised document shall prevail only to the extent of the inconsistency.
7. CLIENT RESPONSIBILITIES & PROJECT EXECUTION
The successful delivery of the Company's Services requires timely collaboration between the Company and the Client. The Client acknowledges that the quality of deliverables, adherence to timelines, and successful completion of the Services depend upon the Client's active cooperation throughout the engagement.
The Client further acknowledges that the selected Service Package, together with these Terms and any applicable customised commercial document (where applicable), defines the scope of the engagement.
This may include, without limitation
Business profile and company information
Logos and brand assets
Website content
Product and service details
Images and videos
Domain and hosting credentials
Google Business Profile access
Google Analytics and Google Search Console access
Social media account access
Advertising account access
Payment gateway credentials
API documentation
Any other information reasonably required for the selected Service Package.
The Company shall not be responsible for any delay resulting from the Client's failure to provide the required information or access.
are owned by the Client or used under valid licence or permission.
The Company is entitled to rely upon the information supplied without undertaking independent verification.
The Client shall indemnify and hold harmless the Company against any claims arising from the use of Client-supplied materials.
Unless notified otherwise in writing, the Company shall be entitled to rely upon communications received from such authorised representative.
Where conflicting instructions are received from multiple representatives, the Company may suspend work until consolidated instructions are provided.
Any resulting delay shall not constitute a breach of these Terms.
If no material objection is communicated within this period, the Company may treat the deliverable as approved and proceed to the next stage of execution.
Approval of any stage shall constitute acceptance of that stage.
Any subsequent request affecting previously approved work may be treated as a Change Request.
Timelines may reasonably be extended where delays arise due to
technical dependencies beyond the Company's reasonable control.
The Company shall not be liable for losses arising from such delays.
Where the Client fails to provide approvals, content, credentials, payments, or other necessary cooperation for a continuous period exceeding thirty (30) calendar days, the Company may place the project on hold.
Where inactivity exceeds ninety (90) calendar days, the Compan
y may, at its sole discretion
require payment of reasonable project reactivation charges before resuming work.
Payments already received shall remain non-refundable unless otherwise required by applicable law.
The Client acknowledges that the selected Service Package specifies the Services included within the agreed scope.
Any request beyond the selected Service Package or any subsequently approved customised scope shall constitute an Additional Service or Change Request.
Examples include
custom software development.
The Company may issue a revised quotation, revised timeline, revised invoice, or supplementary commercial document before commencing such work.
No Additional Service shall commence until approved by the Client.
Unless expressly stated within the selected Service Package, revisions included within the engagement shall be limited to those reasonably necessary to complete the agreed deliverables.
Requests involving
modifications outside the agreed scope,
may be treated as Additional Services and billed separately.
The Company shall determine, acting reasonably, whether a request constitutes a revision or a Change Request.
Project meetings, strategy sessions, consultation calls, review meetings, and training sessions shall be provided in accordance with the selected Service Package.
Meetings requested beyond those included within the package may be chargeable at the Company's prevailing consultation rates.
Certain Services rely upon third-party providers including
social media platforms.
The Company shall not be liable for delays, interruptions, policy changes, account suspensions, pricing revisions, technical failures, API limitations, or service outages caused by such third parties.
Unless expressly included within the selected Service Package, the Client shall be responsible for providing
downloadable documents.
Where the Company provides content creation services, the Client shall remain responsible for verifying the factual accuracy and legal compliance of all content before publication.
Any Deliverable shall be deemed accepted upon the earliest occurrence of
failure to raise material objections within the review period.
Following acceptance, any further modifications shall be treated as Additional Services unless otherwise agreed.
The Company is committed to maintaining a respectful and professional working environment.
The Client agrees to interact with the Company's employees, consultants, representatives, and authorised sales personnel respectfully.
The Company reserves the right to suspend or terminate Services without liability where the Client or its representatives engage in
conduct that places employees or business operations at risk.
Such suspension shall not affect the Company's right to recover any outstanding fees.
8. WEBSITE DEVELOPMENT SERVICES – SPECIFIC TERMS
The following terms apply to all Website Design, Website Development, Website Redesign, E-commerce Development, Landing Page Development, Web Application Development, Website Migration, and related services provided by the Company.
These provisions shall be read together with the Client's selected Service Package, customised Proposal (where applicable), Statement of Work (SOW), invoice, and these Terms & Conditions.
The Company shall perform website development services strictly in accordance with
these Terms & Conditions.
Only those features, functionalities, integrations, deliverables, and services expressly included in the selected Service Package or customised commercial document shall form part of the engagement.
Any requirement not expressly included shall be treated as an Additional Service and may require additional fees and revised timelines.
Where applicable, the Company may prepare wireframes, layouts, mock-ups, design concepts, or prototypes for the Client's review.
The Client shall provide consolidated feedback within the review period specified under these Terms.
Once a design has been approved, substantial changes to
may constitute a Change Request and attract additional charges.
Minor corrections falling within the revision limits of the selected Service Package shall be carried out without additional charge.
Unless expressly included within the selected Service Package, the Client shall provide all website content, including but not limited to
certifications.
Where content writing is included, the Company shall prepare content based upon information supplied by the Client.
The Client remains solely responsible for reviewing, approving, and ensuring the legal and factual accuracy of all published content.
Where included within the selected Service Package, the Company may integrate third-party services including
external software.
The Company shall not be liable for
policy changes imposed by third-party providers.
Unless expressly stated otherwise, the Client shall bear all costs associated with premium plugins, APIs, licences, subscriptions, and third-party software.
Unless otherwise agreed, the website shall be developed for compatibility with the latest stable versions of commonly used browsers, including
Safari.
The Company does not guarantee compatibility with
third-party browser extensions.
Minor rendering differences across browsers and devices shall not constitute defects.
Where responsive development forms part of the selected Service Package, the website shall be optimised for commonly used desktop, tablet, and mobile devices.
Minor variations resulting from differences in screen size, browser rendering, operating systems, manufacturer customisations, or future software updates shall not constitute deficiencies in the Services.
Where included within the selected Service Package, the Company may implement basic technical SEO measures such as
page speed optimisation where reasonably achievable.
Unless expressly included within an SEO engagement, website development does not include ongoing SEO services or search engine optimisation.
The Company does not guarantee search engine rankings, indexing speed, keyword positions, website traffic, or business outcomes arising from website development alone.
Prior to deployment, the Company shall undertake commercially reasonable testing, which may include
basic performance review.
The Client shall conduct its own acceptance testing and notify the Company of any material defects during the applicable review or warranty period.
Deployment of the website shall occur only after
satisfaction of any technical prerequisites necessary for deployment.
The Company shall not be liable for launch delays arising from
Client delays.
Where the Company assists with domain registration or hosting procurement, it acts solely as a facilitator unless expressly agreed otherwise.
The Client acknowledges that
failure to renew may result in website downtime, suspension, or permanent loss of data.
The Company shall not be liable for losses arising from non-renewal or suspension of third-party services.
The Company shall implement commercially reasonable security practices during development.
However, no website can be guaranteed to be completely secure.
The Company does not warrant protection against
unauthorised access occurring after project handover.
Unless covered under an active maintenance plan, the Client assumes responsibility for website security after deployment.
Unless expressly included within the selected Service Package or maintenance agreement, the Company has no obligation to maintain ongoing backups of the Client's website or data.
The Client is responsible for maintaining independent backups after project completion.
Where backup services are provided, the Company shall exercise reasonable care but cannot guarantee complete restoration under every circumstance.
Unless otherwise specified in writing, the Company provides a 30-day limited warranty commencing from the date of website deployment.
During this period, the Company shall rectify programming defects directly attributable to its own development work without additional charge.
The warranty does not apply to issues arising from
software installed by parties other than the Company.
Upon expiry of the warranty period, all support, enhancements, maintenance, troubleshooting, updates, or modifications shall be governed by
Website Maintenance Plan; or
the Company's prevailing hourly or project-based rates.
The Company shall have no obligation to provide ongoing support unless covered under an active service agreement.
Subject to full payment of all outstanding amounts, the Client shall own
agreed deliverables.
However, ownership shall not extend to
stock photographs.
Such components remain governed by their respective ownership and licence terms.
The Company may withhold deployment, source files, administrative credentials, or ownership transfer until all outstanding payments have been received.
Unless the Client purchases an AMC or Website Maintenance Plan, the Company's obligations end upon expiry of the warranty period.
The Company shall not be responsible for
failures arising after project handover.
Maintenance services shall be governed by the applicable maintenance package.
Unless prohibited by a separate written confidentiality agreement, the Company may display the completed website, publicly accessible screenshots, design samples, project descriptions, and non-confidential deliverables in
case studies.
The Company shall not disclose confidential business information while exercising these rights.
9. SEARCH ENGINE OPTIMISATION (SEO), DIGITAL MARKETING & GOOGLE BUSINESS PROFILE (GBP) SERVICES
The following terms apply to all Search Engine Optimisation (SEO), Local SEO, Search Engine Marketing (SEM), Google Ads Management, Google Business Profile (GBP) Services, Social Media Marketing (SMM), Meta (Facebook & Instagram) Advertising, Performance Marketing, Online Reputation Management (ORM), Content Marketing, Email Marketing, Analytics Services, and other digital marketing services provided by the Company.
These provisions shall be read together with the Client's selected Service Package, customised Proposal (where applicable), Statement of Work (SOW), invoice, and these Terms & Conditions.
The Company provides professional digital marketing services intended to improve the Client's online visibility, digital presence, audience engagement, lead generation, and brand awareness.
The exact scope of services shall be governed by
these Terms & Conditions.
The Company shall perform the Services using commercially reasonable skill, professional care, and recognised industry practices.
Digital marketing services are advisory and execution-based in nature and do not constitute a guarantee of commercial success.
The Client acknowledges and agrees that digital marketing outcomes depend upon numerous variables beyond the Company's reasonable control.
Accordingly, the Company does not guarantee
inclusion in AI-generated search results or answer engines.
Any projections, estimates, performance forecasts, case studies, examples, or discussions during the sales process are illustrative only and shall not constitute contractual guarantees.
Where included within the selected Service Package, SEO services may include
periodic reporting.
SEO is an ongoing process.
The Client acknowledges that sustainable SEO improvements generally require continuous optimisation over an extended period.
The Company follows recognised White Hat SEO practices and shall not knowingly undertake activities prohibited by major search engines.
Without limitation, the Company shall not intentionally engage in
AI-generated spam intended to manipulate rankings.
The Company reserves the right to refuse any Client instruction that violates search engine guidelines or applicable laws.
The Company shall not be responsible for SEO or advertising performance arising from pre-existing issues, including
historical domain reputation.
Where such issues are identified, remediation may be offered as an Additional Service.
Content quality significantly influences SEO performance.
Unless content creation forms part of the selected Service Package, the Client shall remain responsible for supplying all required content.
Where content is created by the Company
the Client remains responsible for factual accuracy and legal compliance.
The Company shall not be liable for inaccuracies approved by the Client.
Where engaged to provide Google Business Profile services, the Company may perform
Local SEO recommendations.
The Client acknowledges that Google alone controls
policy enforcement.
Accordingly, the Company cannot guarantee
removal of competitor listings.
Where paid advertising services are included within the selected Service Package, the Company may provide
reporting.
Advertising performance depends upon factors including
availability.
The Company does not guarantee
profitability.
Advertising budgets payable to Google, Meta, Microsoft, LinkedIn or any advertising platform remain separate from the Company's professional fees unless expressly stated otherwise.
Where included within the selected Service Package, the Company may provide
analytics reporting.
The Client remains responsible for
approval of regulated content where applicable.
The Company shall not be liable for audience reactions, platform moderation, account restrictions, or user-generated content.
The Company shall continuously monitor and optimise campaigns using commercially reasonable efforts.
Campaign performance may fluctuate due to
competitor activity.
Performance fluctuations shall not constitute a breach of these Terms.
Unless otherwise agreed
the Client remains responsible for maintaining valid payment methods.
The Company shall not be liable for campaign interruptions caused by
platform outages.
Where reporting forms part of the selected Service Package, the Company may provide periodic reports including
audience insights.
Analytics supplied by third-party platforms may include estimation methodologies and reporting delays.
The Company makes no warranty regarding the absolute accuracy of third-party reporting data.
The Client remains solely responsible for ensuring that
comply with all applicable laws and industry regulations.
The Company may refuse to publish any material it reasonably believes to be
contrary to platform policies.
Google, Meta, LinkedIn, Microsoft, X, YouTube and other platforms regularly modify
account verification procedures.
The Company shall not be liable for any adverse impact resulting from such platform changes.
The Company may suspend Services where
continued engagement exposes the Company to legal or reputational risk.
Such suspension shall not relieve the Client of its obligation to pay accrued fees.
To improve efficiency and service quality, the Company may utilise Artificial Intelligence (AI) tools for activities including
automation.
All AI-assisted outputs shall undergo appropriate human review before delivery.
The Client acknowledges that AI-generated content may require factual verification and further refinement.
The Company's obligation is limited to exercising reasonable professional skill and care in reviewing AI-assisted work before submission.
The Client acknowledges that search technologies, including AI-powered search engines, generative search experiences, answer engines, voice search, and similar technologies, are evolving rapidly.
The Company does not guarantee visibility, citation, recommendation, or inclusion of the Client's business within any AI-generated responses or future search technologies.
Optimization strategies for such technologies shall be implemented only where included within the selected Service Package or separately agreed.
10. COMMERCIAL TERMS, FEES & PAYMENT CONDITIONS
The following provisions govern the commercial relationship between the Company and the Client concerning all Services provided by the Company.
These terms shall apply to every Service Package, customised Proposal (where applicable), Statement of Work (SOW), invoice, subscription plan, maintenance plan, renewal, and any other commercial arrangement between the Company and the Client.
The fees payable shall be those specified in
Renewal Notice; or
any other written commercial communication issued by the Company.
Unless expressly stated otherwise
Services outside the agreed scope shall be billed separately.
An order shall be deemed confirmed upon the earliest occurrence of
acceptance of a customised Proposal (where applicable).
The Company shall commence work only after
completion of any onboarding requirements reasonably required for the selected Service Package.
Estimated commencement dates remain subject to fulfilment of these conditions.
Unless otherwise agreed in writing, payments shall be made as follows.
(a) Website Development
balance payment before deployment, migration, handover, or transfer of administrative credentials.
(b) Monthly Services
Recurring services including
shall be payable in advance for each billing cycle.
(c) One-Time Services
Consulting, audits, branding, design work, migration, technical implementation, legal documentation, and similar one-time services shall be payable as specified in the applicable invoice or Service Package.
The Company may accept payment through
any other payment method approved by the Company.
Any transaction charges, foreign exchange charges, gateway charges or bank charges shall be borne by the Client unless expressly agreed otherwise.
The Client shall bear all applicable taxes including GST and other statutory levies imposed under applicable law.
The Company shall issue tax invoices in accordance with applicable Indian tax regulations.
Any Service requested beyond the selected Service Package shall constitute an Additional Service.
Before commencing Additional Services, the Company may issue
supplementary Statement of Work.
Additional Services shall commence only after Client approval.
Invoices shall be paid on or before the due date.
Without prejudice to the Company's other rights under this Clause 10.7, overdue invoices shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted under applicable law, whichever is lower) from the due date until the date of actual payment, in addition to any recovery costs payable under Clause 10.19.
Where payment is delayed, the Company may, without liability
suspend maintenance services.
The Company may also recover reasonable legal and collection costs permitted by applicable law.
Where any invoice remains unpaid beyond the agreed payment period, the Company may suspend all or part of the Services.
Such suspension shall not
extend contractual obligations beyond reasonable rescheduling.
The Client shall remain liable for all outstanding fees.
Until all outstanding invoices, taxes, interest (if applicable), and other charges have been paid
licences granted to the Client shall remain temporary and revocable.
Ownership transfers only after full and final payment.
Advertising expenditure payable to
or any advertising platform,
shall remain entirely separate from the Company's professional fees unless expressly stated otherwise.
The Client remains responsible for
currency conversion charges.
The Company shall not be obliged to advance advertising budgets.
Unless expressly included within the selected Service Package, the following shall be billed separately
external consultants approved by the Client.
The Company shall not be responsible for changes in third-party pricing.
The Client acknowledges that the Company's Services involve allocation of skilled manpower, technical expertise, software resources and business infrastructure.
Accordingly
are non-refundable.
Where the Company voluntarily approves a refund, reasonable deductions may be made for
administrative costs.
Nothing in this clause limits any statutory rights available under applicable consumer protection laws.
Where the Company approves a refund under this Clause, such refund shall ordinarily be processed within fifteen (15) Business Days of approval, subject to deduction of the amounts referred to above.
The Client may cancel the Services by providing not less than thirty (30) calendar days' prior written notice in the case of recurring or subscription-based Services, or fifteen (15) calendar days' prior written notice for one-time project-based Services, unless otherwise agreed in writing.
Upon cancellation
recurring Services shall continue until the expiry of the applicable notice period or current billing cycle, whichever is later, unless otherwise agreed in writing.
Cancellation does not automatically entitle the Client to any refund.
The Company may suspend or terminate the Services immediately, without prior notice, where
continued performance would expose the Company to legal, regulatory, financial, operational, or reputational risk.
For breaches that are reasonably capable of being remedied (other than non-payment, fraud, unlawful conduct, or abusive behaviour), the Company may issue a written notice providing the Client seven (7) calendar days to cure the breach. If the breach is not remedied within that period, the Company may terminate the Services without further notice.
Termination or suspension shall not affect
any rights or remedies available under these Terms or applicable law.
Recurring Services shall continue for the subscription period specified within the selected Service Package.
Renewal shall be subject to
revised pricing where applicable.
The Company may discontinue legacy plans upon reasonable notice.
The Company reserves the right to revise pricing for future engagements based upon
market conditions.
Such revisions shall not affect prepaid active subscriptions unless otherwise agreed.
Invoices shall normally be issued electronically.
The Client shall notify the Company of any genuine billing dispute within seven (7) Business Days of receipt.
Failure to raise a dispute within this period shall constitute acceptance of the invoice.
Raising a billing dispute shall not entitle the Client to withhold payment of undisputed amounts.
The Client shall not deduct, withhold, or set off any amount payable to the Company unless required by
applicable law; or
a final order of a competent court.
Where payment remains outstanding after reasonable reminders, the Company may pursue lawful recovery measures including
recovery of reasonable legal costs to the extent permitted by law.
The Company's invoices, payment records, bank statements, accounting records, CRM records, and transaction history shall constitute prima facie evidence of outstanding amounts, subject to the Client's right to produce contrary evidence.
The Client acknowledges that confirmations made through
customer portals; or
any other authorized electronic communication,
shall constitute valid evidence of acceptance of the selected Service Package, these Terms, applicable pricing, and payment obligations, to the fullest extent permitted by applicable law.
The Client agrees that such electronic records may be relied upon by the Company in the event of any dispute relating to the engagement.
11. INTELLECTUAL PROPERTY, CONFIDENTIALITY & DATA PROTECTION
The following provisions govern the ownership, licensing, confidentiality, and handling of intellectual property, confidential information, and personal data exchanged during the provision of Services.
These provisions shall survive completion, cancellation, suspension, or termination of the engagement.
Each Party shall retain ownership of all intellectual property owned by it prior to the commencement of the engagement.
Nothing contained in these Terms shall transfer ownership of
unless expressly agreed in writing.
The Company retains all right, title, and interest in its proprietary
business processes.
No ownership in such proprietary assets shall pass to the Client merely because they were used in delivering the Services.
The Client shall retain ownership of
provided such materials were lawfully owned by the Client before being shared with the Company.
The Client grants the Company a limited, non-exclusive, royalty-free licence to use such materials solely for performing the Services.
Subject to
ownership of the final Deliverables specifically created for the Client shall transfer to the Client.
Transfer shall not include ownership of
open-source software.
Such items remain subject to their respective licence terms.
Until all invoices have been paid in full, the Company grants the Client only a limited, revocable, non-transferable licence to review or use Deliverables solely for evaluation purposes.
The Company reserves the right to suspend such licence upon payment default.
The Client acknowledges that certain Deliverables may incorporate third-party intellectual property including
SaaS products.
Ownership of such components remains with their respective owners.
The Client shall comply with all applicable licence terms governing their use.
Unless expressly prohibited by a written confidentiality agreement, the Company may display
within
marketing material.
The Company shall not disclose confidential commercial information while exercising these rights.
Each Party agrees to treat as confidential all non-public information disclosed by the other Party, including
AI prompts or proprietary automation workflows where disclosed in confidence.
Confidential Information shall not be disclosed except
to employees or contractors having a legitimate need to know for performing the Services.
Information shall not be regarded as Confidential Information where it
is lawfully obtained from a third party without confidentiality obligations.
Each Party shall continue to protect Confidential Information during the engagement and for a period of five (5) years following termination or completion of the Services.
Trade secrets shall remain confidential for so long as they retain their legal status as trade secrets under applicable law.
The Client authorises the Company to access digital accounts solely for providing the agreed Services.
The Company shall use commercially reasonable efforts to protect credentials received from the Client.
The Client remains responsible for
promptly notifying the Company of unauthorised access.
Upon completion or termination, the Company may remove its access after completing reasonable handover procedures.
Where the Company processes personal data on behalf of the Client while providing Services, both Parties shall comply with all applicable data protection and privacy laws.
The Company shall process personal data only to the extent reasonably necessary for
protecting legitimate business interests.
The Client represents that it has obtained all necessary permissions and lawful authority to provide personal data to the Company.
The Company shall implement commercially reasonable administrative, technical, and organisational measures to safeguard information under its control.
However, the Client acknowledges that
cyber incidents cannot be completely prevented.
Accordingly, the Company does not warrant absolute security against unauthorised access, cyberattacks, malware, ransomware, phishing, or similar threats.
The Company's processing of personal data shall, where applicable, be undertaken in accordance with the Digital Personal Data Protection Act, 2023 and the rules framed thereunder, in addition to any other applicable data protection law. The Client acknowledges that certain Services, including the use of Artificial Intelligence tools and cloud-based platforms referred to in these Terms, may involve the transfer, storage, or processing of information on servers located outside India. The Company shall take commercially reasonable steps to ensure that any such cross-border transfer is subject to appropriate contractual, technical, or organisational safeguards.
The Company may utilise Artificial Intelligence (AI) technologies to assist in
reporting.
The Company shall exercise reasonable human review before delivering AI-assisted work products.
Unless expressly agreed otherwise, the Company shall not disclose proprietary prompts, internal AI workflows, automation methodologies, or prompt engineering techniques used during service delivery.
Where Deliverables include open-source software, such software shall remain governed by the applicable open-source licence.
The Company shall not be responsible for obligations arising from the Client's subsequent modification or redistribution of such software.
Upon termination of the engagement and subject to applicable legal or regulatory retention requirements, either Party may request the return or secure deletion of Confidential Information supplied to the other Party.
The Company may retain
evidence necessary for legal compliance or dispute resolution.
The Parties acknowledge that unauthorised disclosure or misuse of Confidential Information or Intellectual Property may cause irreparable harm for which monetary damages alone may be inadequate.
Accordingly, either Party may seek injunctive relief, specific performance, or any other equitable remedy available under applicable law, without prejudice to any other legal remedies.
12. WARRANTIES, DISCLAIMERS, LIMITATION OF LIABILITY, INDEMNIFICATION, FORCE MAJEURE, GOVERNING LAW & DISPUTE RESOLUTION
The provisions contained in this Section allocate commercial risks between the Parties and shall survive completion, cancellation, suspension, or termination of the engagement to the extent necessary.
The Company warrants that it shall perform the Services
substantially in accordance with the selected Service Package or any customised Statement of Work, where applicable.
Except as expressly stated in these Terms, no other warranties are provided.
To the maximum extent permitted by applicable law, the Company expressly disclaims all warranties, representations and guarantees, whether express, implied or statutory, including but not limited to warranties relating to
future platform behaviour.
The Client acknowledges that digital services involve variables outside the Company's reasonable control.
Many Services depend upon third-party providers including
API providers.
The Company neither owns nor controls such third-party services.
Accordingly, the Company shall not be liable for
discontinued services.
The Client remains solely responsible for
regulatory approvals.
The Company shall not assume responsibility for the Client's commercial decisions.
To the fullest extent permitted by applicable law, the Company's aggregate liability arising out of or relating to the Services, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the total professional fees actually paid by the Client to the Company for the specific Service Package giving rise to the claim during the six (6) months immediately preceding the event giving rise to liability.
Where the engagement is a one-time project, the Company's maximum aggregate liability shall not exceed the total professional fees actually received for that project.
For the avoidance of doubt, the limitation of liability set out in this Clause 12.5 shall not apply to, and shall not limit the Company's liability arising from, fraud, wilful misconduct, gross negligence, or breach of the confidentiality obligations set out in Clause 11.
Under no circumstances shall the Company be liable for any
search engine penalties imposed by third parties.
This exclusion shall apply irrespective of the legal theory upon which the claim is based.
The Client shall take reasonable steps to minimise any loss or damage arising from any alleged breach of these Terms.
The Company shall not be liable for losses that could reasonably have been avoided through timely action by the Client.
The Client agrees to indemnify, defend, and hold harmless the Company, its directors, employees, consultants, agents, affiliates, successors, and assigns from and against all claims, demands, actions, proceedings, liabilities, losses, damages, costs, penalties, expenses, and reasonable legal fees arising out of or relating to
unauthorised use of third-party software or licences by the Client.
The Company shall promptly notify the Client of any indemnifiable claim and provide reasonable cooperation, at the Client's expense, in defending such claim.
The Company shall not be liable for any delay or failure in performing its obligations where such delay or failure results from events beyond its reasonable control, including but not limited to
AI platform outages or significant service disruptions.
Performance shall be suspended for the duration of the Force Majeure event, and the affected Party shall use commercially reasonable efforts to resume performance as soon as practicable.
Without prejudice to any other rights, the Company may suspend or terminate the engagement where
continued engagement exposes the Company to material legal, regulatory, operational, or reputational risk.
Termination shall not affect accrued payment obligations or rights that have arisen prior to termination.
Any notice required under these Terms shall be deemed valid if sent through
any other electronic communication method mutually recognised by the Parties.
A notice shall be deemed received
on the date of successful transmission by email, unless a delivery failure notification is received.
These Terms and any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, interpretation, performance, breach, or termination, shall be governed by and construed in accordance with the laws of India. Subject to the dispute resolution provisions contained herein, the courts at Kolkata, West Bengal shall have exclusive jurisdiction over all such matters.
The Parties shall endeavor to resolve any dispute, controversy, or claim arising out of or in connection with these Terms through amicable negotiations within thirty (30) days from the date of written notice of the dispute. If the dispute is not resolved within such period, it shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time. A Sole Arbitrator mutually appointed by the Parties shall conduct the arbitration. The seat and venue of arbitration shall be Kolkata, West Bengal, the proceedings may be conducted physically or through virtual mode, and the language of arbitration shall be English. Nothing contained herein shall prevent either Party from seeking interim or injunctive relief from the competent courts at Kolkata, West Bengal, which shall have exclusive jurisdiction in respect of all matters relating to the arbitration.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
The invalid provision shall, to the extent possible, be interpreted in a manner that most closely reflects the original commercial intent of the Parties.
No failure or delay by either Party in exercising any right or remedy under these Terms shall operate as a waiver of that right.
Any waiver shall be effective only if made expressly in writing.
The Client shall not assign, transfer, subcontract, or otherwise dispose of any rights or obligations under these Terms without the Company's prior written consent.
The Company may assign or transfer its rights and obligations to any affiliate, successor, or entity acquiring substantially all of its business, provided such assignment does not materially prejudice the Client's rights.
These Terms, together with the selected Service Package, applicable invoices, customised Proposal (where applicable), Statement of Work, renewal documents, order confirmations, and any written amendments executed by the Parties, constitute the entire agreement between the Parties.
They supersede all prior oral or written discussions, negotiations, representations, understandings, or agreements relating to the subject matter.
The Parties acknowledge that records maintained in electronic form, including
may be relied upon as evidence of the Parties' contractual relationship and performance, subject to applicable law.
The following provisions shall survive termination or completion of the engagement
any provision which by its nature is intended to survive.
13. GRIEVANCE REDRESSAL, NOTICES & MISCELLANEOUS PROVISIONS
This Section sets out the Company's grievance redressal mechanism together with certain additional commercial and contractual provisions applicable to the engagement.
In accordance with applicable law, the Company has appointed a Grievance Officer to address any complaints or concerns raised by the Client in connection with the Services. The Grievance Officer may be contacted at: Name: [To be inserted]; Designation: [To be inserted]; Email: [To be inserted]; Address: [Registered office address to be inserted]. The Company shall endeavour to acknowledge grievances within forty-eight (48) hours and to resolve them within thirty (30) calendar days of receipt, save where a longer period is reasonably required having regard to the nature of the complaint.
The Client represents and warrants that it is competent to contract under the Indian Contract Act, 1872, and that, where the Client is an individual, such individual is not a minor. Services shall not knowingly be provided to minors save where availed through a parent, guardian, or duly authorised representative.
These Terms shall apply to the exclusion of any terms, conditions, or stipulations sought to be imposed or incorporated by the Client, whether through a purchase order, work order, email footer, or otherwise, and whether or not such terms purport to take precedence over these Terms, unless expressly agreed to in writing by an authorised representative of the Company.
During the term of the engagement and for a period of twelve (12) months thereafter, the Client shall not, directly or indirectly, solicit, engage, or offer employment or consultancy to any employee, consultant, or contractor of the Company who was involved in the delivery of the Services, without the Company's prior written consent.
For the purposes of Clause 12.11, notices to the Company shall be addressed to: Online Legal India, [Registered office address to be inserted], Email: [To be inserted]. The Company shall be entitled to update these contact details from time to time by publishing the updated details on its website.
