Client Service Terms

Last updated 6 September 2026  ·  Varnan Digital (OPC) Private Limited  ·  CIN U62090KL2025OPC096808

These are the standard terms on which Varnan delivers digital marketing, content, web and AI automation work. They apply to every engagement unless your signed proposal, statement of work or master services agreement says otherwise.

1. How an engagement starts

We scope the work, send a proposal or statement of work setting out deliverables, timeline, fees and assumptions, and the engagement begins when you accept it in writing and pay any deposit due. Verbal approval is not enough to start; it protects both of us to have the scope written down.

Each statement of work names the services, what is explicitly out of scope, the fee and payment schedule, the term, and who is responsible for what.

2. What we commit to

• To perform the services with reasonable skill and care, to a professional standard.
• To use people with the right competence, and to remain responsible for anyone we subcontract.
• To meet agreed deadlines, and to tell you early and honestly when something is going to slip.
• To report on performance in an agreed cadence, with real attribution rather than vanity metrics.
• To follow applicable advertising platform policies and Indian advertising law.

We do not guarantee specific results. Rankings, lead volume, cost per acquisition, conversion rate and revenue depend on your market, offer, pricing, sales process, budget and factors outside anyone’s control, including platform algorithm changes. Any figure in a proposal is a target or a projection based on stated assumptions, not a promise. See the Disclaimer.

3. What we need from you

Most delays on marketing engagements come from the client side, so this matters:

• A decision-maker. One named person empowered to approve work, with a backup.
• Timely feedback. Consolidated feedback within five working days of a deliverable. If we do not hear back within ten working days, we may treat it as approved so the project can move.
• Access. Advertising accounts, analytics, the website, domain and DNS, brand assets and anything else the work needs. Where you grant us admin access, you keep ownership of those accounts.
• Accurate material. Anything you give us to publish must be accurate, lawful, and yours to use.
• Legal basis for data. Where you ask us to process customer data, you confirm you have the right to instruct that.

If a delay on your side stalls the work, timelines shift accordingly and retainer fees still fall due.

4. Scope and changes

Anything not written in the statement of work is out of scope. We are happy to do more, but new work is quoted and agreed in writing before it starts, as a change order or a new statement of work.

Reasonable revisions are included. Where a statement of work names a revision limit, further rounds are billed at our then-current rate. A change of direction after approval is new work, not a revision.

5. Fees, invoicing and payment

• Fees are as set out in the statement of work: a monthly retainer, a project fee, or a milestone schedule.
• Retainers are invoiced monthly in advance. Project fees are typically 50% on signature and 50% on delivery, unless agreed otherwise.
• Invoices are payable within 15 days of the invoice date by bank transfer, unless the statement of work says otherwise.
• Fees are exclusive of GST and any other applicable tax, which is added at the prevailing rate. Where withholding tax applies, you gross up so we receive the invoiced amount, and provide the tax certificate.
• Bank charges on international payments are yours.

Late payment. Overdue invoices carry interest at 1.5% per month, or the maximum permitted by law if lower. If an invoice is more than 15 days overdue we may suspend work and pause campaigns after giving you written notice. We will not hold your accounts or assets hostage, but we will stop working.

6. Advertising spend

Media spend is separate from our fees and is not included in a retainer unless the statement of work says so explicitly. Wherever practical, ad spend is billed by the platform directly to your own payment method on your own account, so you keep control and visibility. Where we pay a platform on your behalf, it is invoiced to you at cost plus any agreed management fee, and we are not liable for spend you approved.

You are responsible for keeping the funding method valid. Campaigns stopping because a card declined is not something we can prevent.

7. Intellectual property

• Your material — your brand, content, data and trade marks remain yours. You grant us a licence to use them for the duration of the engagement to deliver the work.
• Deliverables — on full payment, ownership of the final deliverables created specifically for you transfers to you.
• Our background material — our frameworks, templates, tooling, code libraries, automation architecture, internal systems and know-how remain ours. Where a deliverable contains them, you get a perpetual, non-exclusive, royalty-free licence to use them as part of that deliverable.
• Third-party assets — stock imagery, fonts and licensed software stay under their own licences, which we will identify.
• Before payment — until an invoice is settled, deliverables are licensed to you for review only, not for commercial use.

How AI-assisted work affects ownership is covered in the AI Usage Policy.

8. Confidentiality

Each of us will keep the other’s confidential information secret, use it only for the engagement, and protect it as carefully as our own. This covers business plans, financials, customer data, strategy, pricing and anything marked or obviously confidential. It does not cover information that is already public, that you already had, or that we are legally required to disclose. The obligation lasts three years after the engagement ends, and indefinitely for personal data and trade secrets.

9. Publicity and case studies

We would like to write about the work, and we will not do it without asking. Using your name, logo, results or a case study requires your written approval of the specific material. You can withdraw approval for future use at any time; we will remove the material within 30 days, though we cannot recall what has already been printed or cached elsewhere.

10. Non-solicitation

During the engagement and for 12 months afterwards, neither of us will directly solicit the other’s employees or contractors who worked on the engagement. A general job advertisement is not solicitation.

11. Term and termination

• Retainers run month to month after any minimum term, and either of us may end them with 30 days’ written notice. Fees for the notice period are payable.
• Projects end on delivery and acceptance.
• For cause — either of us may terminate immediately if the other commits a material breach and fails to fix it within 15 days of written notice, or becomes insolvent.
• We may terminate immediately if you ask us to do something unlawful, or something that breaches a platform’s policies, and will not change the instruction.

On termination we invoice for work completed and committed costs, hand over deliverables paid for in full, transfer or return account access, and delete or return your data as set out in the Data Processing Addendum. What happens to money already paid is covered in the Refund and Cancellation Policy.

12. Liability

Neither of us limits liability for death or personal injury caused by negligence, for fraud, for breach of confidentiality, or for anything that cannot be limited by law.

Subject to that, neither of us is liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data. Our total liability for any engagement is capped at the fees you paid us for that engagement in the three months before the claim arose, excluding media spend passed through at cost.

We are not liable for losses caused by a platform’s decision, including account suspension, policy enforcement, algorithm change or outage, provided we followed the platform’s published rules.

13. Data protection

Where we process personal data on your behalf, we do so as your processor under the Data Processing Addendum, which is incorporated into these terms. You are the controller and remain responsible for the lawful basis of the processing you instruct.

14. Force majeure

Neither of us is liable for failure to perform caused by something genuinely outside our control, including natural disaster, war, epidemic, government action, or failure of internet or platform infrastructure. The affected party tells the other promptly, and if it lasts more than 60 days either may terminate without penalty.

15. Governing law and disputes

These terms are governed by the laws of India. If a dispute arises, we both agree to attempt resolution in good faith by senior representatives within 30 days of written notice.

If that fails, the dispute is referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at Thiruvananthapuram, Kerala, conducted in English. The award is final and binding. Subject to that, the courts at Thiruvananthapuram, Kerala have exclusive jurisdiction. Nothing here stops either of us from seeking urgent injunctive relief from a court.

16. General

• Neither party may assign the agreement without the other’s consent, except to a group company or a buyer of the business.
• We act as an independent contractor, not your employee, agent, partner or joint venturer.
• Notices must be in writing and are effective when delivered to the addresses in the statement of work or by email to the addresses on record.
• If a clause is unenforceable, the rest survives.
• Clauses on payment, intellectual property, confidentiality, liability and governing law survive termination.