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1. Electronic communication

1.1. Both parties agree to use electronic communication through such means as e-mailing of all documents and messages of relevance to this Agreement.

1.2. Electronic communications are prone to contamination by computer viruses. Each party shall be responsible for protecting their own systems and interests.

2. Confidentiality

2.1. The parties shall be under a mutual duty to safeguard the confidentiality of all material, records and information about the other party as well as all information received from the other party in connection with the performance of the engagement.

2.2. This stipulation on confidentiality shall not apply to material, records and information (i) which are known to the public, (ii) with which the recipient is already familiar, (iii) which have been passed on by any third parties without restrictions, (iv) which have been developed separately, (v) which have been disclosed pursuant to a legal requirement or a court order or (vi) where reporting would be required under applicable laws.

2.3. Irrespective of the stipulation stated in clause 2.1., the Service Provider shall be entitled to pass on the client's confidential information and material to other relevant third parties assisting in the provision of the service or when this is necessary in order to attend to the client's interests.

2.4. Neither party shall mention the other party or the service in public in any manner that is defamatory or made in bad faith.

2.5. The Service Provider shall be entitled to refer to the client and the engagement in good faith by using the name, logo, profile of the client, and other relevant information, for example, when submitting proposals or presentations, or creating awareness about its business.

3. Limitation of responsibility

3.1. The Service Provider's and its affiliates' total liability for any claim arising out of or relating to the services provided under this Agreement shall be limited to the actual fees paid by the client to the Service Provider for the specific portion of the services giving rise to such claim, and in any event shall not exceed one (1) month's fees paid under this Agreement.

3.2. The Service Provider and its affiliates shall assume no responsibility for any loss or consequential damage, including loss of goodwill, image, earnings, profit or data of the client or any third party.

3.3. The Service Provider and its affiliates shall not be held responsible for any claims that might arise as a result of false, misleading or incomplete information, data or documentation furnished by the client or any third party.

3.4. The Service Provider and its affiliates shall not be liable for any delay or failure in the performance of their obligations under this Agreement if such delay or failure results from events beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions or restrictions, war, civil disturbances, failure of utilities or internet services, or any other force majeure event.

4. Scope of Services Disclaimer and Client Obligations

4.1. The Service Provider's role is limited to providing deliverables and consulting services as described in the Scope of Work above. The Service Provider does not act as an agent or representative of the client.

4.2. The Service Provider will provide deliverables based on client-provided information and public sources; the client is responsible for reviewing, verifying, and approving all deliverables before use, publication, or distribution. The client bears full responsibility for the accuracy and completeness of any information used internally or shared with third parties.

4.3. The Service Provider performs services on a reasonable-efforts basis. AEO, SEO, and AI-citation outcomes depend on factors outside the Service Provider's control, including but not limited to: algorithm, indexing, citation, ranking, or API changes by Google, OpenAI, Anthropic, Perplexity, Microsoft, or other search and AI platforms; competitor activity; the client's existing domain authority, content history, and technical baseline; the client's implementation of the Service Provider's recommendations; and broader market and category dynamics. The Service Provider makes no representation, warranty, or guarantee, express or implied, regarding traffic, rankings, citations, sentiment, leads, conversions, or revenue. Material changes by third-party platforms to their indexing, citation, ranking, or API behaviour shall be deemed events beyond reasonable control. As such, the Service Provider does not guarantee outcomes.

4.4. The client shall, within five (5) business days of engagement commencement, provide: (a) access to CMS, web analytics, Google Search Console, hosting (where required for delivery), and any other technical access reasonably required by the Service Provider; and (b) brand assets including logos, fonts, style guides, and approved product descriptions. The client shall nominate one single point of contact (SPOC) authorised to attend meetings and approve deliverables. The client shall provide feedback or approval on any deliverable submitted by the Service Provider within five (5) business days of submission. If no response is received within this period, the deliverable shall be deemed approved. Any delay attributable to the client (including delayed access, delayed approvals, or non-response) shall extend the Service Provider's delivery timelines without penalty and shall not affect the Service Provider's right to invoice on the agreed schedule.

4.5. Publication shall be on the content hub referred to in the Scope of Work. Where the client requests publication on the client's own website or systems, such publication requires the client's CMS access.

4.6. For the first ten (10) pages delivered under this engagement, each page includes up to two (2) rounds of revisions. Thereafter, each page includes one round of revisions, limited to corrections of factual inaccuracies.

5. Non-Solicitation

5.1. The client agrees that, during the term of this Agreement and for a period of twelve (12) months thereafter, it shall not, directly or indirectly, solicit, hire, or engage (whether as an employee, consultant, advisor, or otherwise) any current employee, intern, team member, contractor or consultant of the Service Provider.

6. Intellectual Property

6.1. All reports, audits, content, strategies and other deliverables specifically created by the Service Provider for the client under this Agreement ("Deliverables") shall vest in and belong to the client upon the Service Provider's receipt of full payment of all fees due in respect of such Deliverables. Until such payment is received in full, all Deliverables and the intellectual property subsisting in them shall remain the sole property of the Service Provider, and the client shall have no right to use, publish, reproduce, or distribute them.

6.2. The Service Provider retains sole ownership of all pre-existing and independently developed methodologies, frameworks, tools, software, code, templates, prompts, workflows, processes, know-how, databases, and vector knowledge bases used in performing the services, together with any improvements or derivatives ("Service Provider IP"). The client's own brand inputs and approved source materials remain the client's property. To the extent Service Provider IP is embedded in any Deliverable, the Service Provider grants the client, conditional on full payment, a perpetual, worldwide, royalty-free, non-exclusive, non-transferable, and non-sublicensable licence to use it solely as embedded in, and necessary for the use of, the Deliverables. The client shall not separately use, copy, reverse-engineer, commercialise, distribute, or exploit Service Provider IP independent of the Deliverables.

6.3. The Service Provider may retain copies of the Deliverables for its records.

7. Termination

7.1. Either party may terminate the Agreement by giving thirty (30) days' written notice; termination takes effect at the end of the monthly billing period in which the notice period ends, and in no event before the end of the minimum engagement period.

7.2. After the initial three-month period, this Agreement shall automatically renew on a rolling month-to-month basis until terminated.

7.3. On termination, the client shall pay all fees accrued up to the effective date of termination, including for any work in progress.

7.4. The provisions of this Agreement which, by their nature or intent, are required to survive termination, including clauses 2 (Confidentiality), 3 (Limitation of responsibility), 5 (Non-Solicitation), 6 (Intellectual Property), 8 (Non-Refundable Fees), 9 (Applicable law and venue) shall continue in full force and effect for the purpose of giving effect to the obligations set out herein.

7.5. The Service Provider may suspend the services and/or terminate this Agreement with immediate effect on written notice if the client fails to pay any invoice within fifteen (15) calendar days of the invoice issue date, or commits a material breach that remains unremedied for seven (7) business days after written notice. Such termination shall not relieve the client of its obligation to pay all fees due up to the date of termination, and all fees paid shall remain non-refundable under clause 8.

7.6. On expiry or termination, and subject to receipt of all fees due: (a) the Service Provider shall provide the client with an export of the content published on the content hub (page content and associated images) in a portable, editable format within thirty (30) business days; (b) the Service Provider shall provide the client's team with the details and instructions required to migrate the content hub to the client's own infrastructure and shall hand over control of the content hub, including the domain or subdomain configuration, so the client can manage it independently; (c) the Service Provider shall continue to host the content hub for a transition period of thirty (30) days from the effective date of termination to allow the migration to complete; and (d) the client shall provide full cooperation for the migration, including receiving the export and assuming hosting of the content hub within the transition period, and upon expiry of the transition period the Service Provider shall have no further hosting obligation.

8. Non-Refundable Fees

8.1. All fees are non-refundable, in whole or in part. The sole exception is that, if the Service Provider provides no deliverables for a continuous period of thirty (30) business days for reasons solely attributable to the Service Provider, the client's exclusive remedy shall be a pro-rata refund or credit for that period. Any delay attributable to the client or any other cause shall not give rise to any refund or credit.

9. Applicable law and venue

9.1. Any disagreement or dispute arising between the parties on the interpretation of the Agreement or these Terms of Engagement shall be settled by application of India law before the courts of Bengaluru, Karnataka.

9.2. Prior to initiating any proceedings, the parties shall first seek to resolve any dispute through good-faith discussion between their senior representatives for a period of thirty (30) days.

10. General

10.1. Fees are payable in full without set-off or deduction; if any withholding is required by law, the fees shall be grossed up so that the Service Provider receives the full stated amount.

10.2. This Agreement is the entire agreement between the parties regarding the services, supersedes all prior proposals and communications, and may be amended only in writing. If any provision is held unenforceable, the remaining provisions continue in full force.