1. Scope of Marketing Services

Vistara Productions (“we”) will provide the digital marketing and creative services agreed in the contract. Specific services (such as SEO, social media marketing, content creation, pay-per-click advertising, etc.) and deliverables will be defined in our written proposal or Statement of Work. The agreed Scope of Services may include campaign strategy, content production, ad management, reporting, and related activities. Any services beyond the agreed scope will require a separate written agreement (see Additional Work below). 

2. Package Deliverables

Deliverables (for example, number of social media posts, ad creatives, reports, website updates) will be as specified in the proposal/SOW. We commit to delivering the agreed materials by the timeline in the contract. Upon payment in full, the client acquires the right to use the final deliverables for its business. Unused or unrequested work may not be delivered. Changes in deliverables must follow the Additional Work procedure. 

3. Pricing and Payment Terms

• Fees & Currency: All service fees are quoted in Indian Rupees (INR). Applicable GST and other taxes will be added.
• Payment Schedule: Payment terms (advance, milestones, retainers) are set out in the proposal or invoice. Typically, project fees require a 50–100% advance before work begins. We may withhold deliverables or pause services until all invoiced amounts are paid.
• Late Payments: Late payments may incur interest at the maximum rate permitted by law (up to 18% p.a.) from the due date until paid. Persistent non-payment constitutes a material breach and may lead to service suspension or contract termination.
• Taxes and TDS: The client is responsible for any applicable Tax Deducted at Source (TDS) and other statutory deductions. We will invoice GST and other statutory levies separately.
• Payment Channels: Payments must be made by authorized channels (bank transfer, UPI, cheque, etc.) as communicated by us. Payments to third parties or partners do not count as payment to Vistara Productions.

4. Advertising Budget and Ad Spend

Advertising budgets and third-party ad spend are paid by the client and are separate from our service fees. The client approves any ad budget (for platforms like Google Ads, Facebook/Meta, LinkedIn, etc.) and must fund the ads either directly or by reimbursing us. All payments toward advertising spend or other third-party costs are non-refundable. We will invoice or seek authorization for such costs in advance, and the client must pay them promptly to avoid campaign delays. 

5. Client Responsibilities

The client must: Delays or failures by the client in providing materials, approvals, or information will extend project timelines without penalty to us. 

• Provide accurate, complete content, logos, images, and brand guidelines for use in campaigns.
• Review and approve or comment on deliverables in a timely manner (typically within 7 days of submission).
• Grant us necessary access to its advertising accounts, social media pages, websites, analytics, and other platforms.
• Ensure it has all rights (copyright, trademarks, etc.) to materials it provides. The client represents and warrants that provided content is lawful and does not infringe others’ rights.
• Comply with all applicable laws, regulations, and platform policies (e.g. advertising standards, data protection laws). The client must follow each social or ad platform’s rules; we will comply with them to the best of our ability, but the client is ultimately responsible for legal compliance.

6. Content, Information and Account Access

The client is responsible for the content and information it supplies. By providing content (such as text, images, logos), the client retains ownership of its content and grants us a limited license to use it solely to perform the services. The client warrants that all content it provides is accurate and non-infringing.

To execute campaigns, the client must provide any necessary account credentials or admin access to platforms (social media, ad accounts, hosting, analytics, etc.). These accounts remain the client’s property. The client is responsible for securing its own credentials and must keep us updated on any changes. We will treat all client account information as confidential. We disclaim liability for any data loss or unauthorized access resulting from weak passwords or client negligence. 

7. Content Approval and Revision Limits

We will submit drafts of content (copy, designs, ad creatives, etc.) for the client’s review. The client should respond with approval or revision requests promptly (e.g. within 7 days). If the client does not respond in the agreed timeframe, we may consider the deliverable approved.

The number of revision rounds included is specified in the agreement (typically 1–2 rounds). Any additional changes beyond the agreed number or scope will be treated as new work and billed extra. This may also extend the delivery schedule accordingly. 

8. Additional Work and Out-of-Scope Requests

 Any tasks or services outside the agreed scope (as defined in the proposal/SOW) are “out-of-scope” and require a separate written change order or agreement. The client must request such additional work in writing; we will then quote any extra fees and adjust timelines before proceeding. We reserve the right to decline requests that fall outside the original agreement until a change order is executed.

9. Marketing Performance and No-Guarantee of Results

We will exercise reasonable skill and care in performing the services. However, marketing outcomes cannot be guaranteed. We make no promises regarding specific results (such as number of leads, sales, conversions, followers, engagement levels, reach, or return on investment). Campaign results depend on many factors beyond our control (market conditions, competition, platform algorithms, customer behavior, etc.). Past results are not indicative of future performance. All marketing services are provided “as is,” and we disclaim any implicit guarantees of specific outcomes. 

10. Social Media and Third-Party Platform Policies

 Social media and advertising platforms (e.g. Meta, Google, LinkedIn) have their own policies and terms. The client and we agree to comply with all applicable platform rules. We will manage campaigns in accordance with those policies, but we are not responsible for any third-party decisions or changes. We disclaim liability for any outages, disapprovals, suspensions, or algorithm changes on third-party platforms. For example, if a platform changes its rules or ad algorithms, campaign performance may be affected beyond our control.

11. Account Access, Security and Ownership

 Any accounts opened or used for services (ad accounts, social media pages, analytics, etc.) remain the client’s property unless otherwise agreed. The client is responsible for securing its accounts (e.g. updating passwords, setting permissions). We will keep any access credentials confidential. We are not liable for losses due to unauthorized access if the client fails to protect its account information. On termination of services, we will hand back or transfer any account credentials and administrative access to the client.

12. Intellectual Property and Usage Rights

Each party retains its pre-existing intellectual property (IP). The client owns all IP in materials it provides to us (brands, logos, text, etc.). By supplying such materials, the client grants us a limited license to use and modify them solely for the project. We retain ownership of any tools, templates, or proprietary methods used (our “Background IP”).We may showcase non-confidential work (case studies, portfolio examples) that we create for marketing purposes unless the agreement explicitly prohibits this. If required, attribution (e.g. “Created by Vistara Productions”) may be included on deliverables. 

All IP rights in the final deliverables we create will remain with us until the client has made full payment for the related services. After payment in full, we grant the client a non-exclusive license to use the deliverables for its internal business use. The client may not resell or redistribute our deliverables without our permission.

13. Cancellation and Refund Policy

• Cancellation by Client: The client may cancel services at any time via written notice. However, fees already paid are generally non-refundable. Upon cancellation, any work performed to date will be billed (as per the payment terms) and any outstanding balances become due immediately. Advertising budgets or other third-party costs already incurred are not refundable.
• Non-Payment: Failure to pay on time is a breach of these terms. We may suspend or stop work until payment is made. If services are terminated due to the client’s non-payment or breach, no refund will be given for payments already made.
• Cancellation by Us: We reserve the right to cancel or suspend services (with notice) if the client breaches these terms, provides unlawful instructions, or engages in behavior that threatens our safety or reputation. If we cancel before work starts, we may refund a portion of pre-paid fees after deducting any costs incurred. If cancellation is due to the client’s breach, no refund is owed.

In all cases, payments towards third-party expenses (ad spend, hosting, stock assets, etc.) are non-refundable.

14. Confidentiality

 We and the client will keep each other’s proprietary and confidential information strictly confidential. Such information (business plans, strategies, data, trade secrets, etc.) may only be used to perform the agreed services. Neither party will disclose confidential information to third parties, except as required by law. These confidentiality obligations survive the termination of services.

15. Service Suspension and Termination

 Services may be suspended or terminated upon material breach of these terms (e.g. non-payment, illegal instructions, policy violations). Either party may terminate for cause after written notice and an opportunity to cure the breach. On termination, the client must pay for all work performed and any committed third-party costs to date. We reserve the right to withhold final deliverables until all dues are paid. Termination does not waive any accrued rights or remedies (including indemnities and payment obligations) of either party.

16. Limitation of Liability

To the fullest extent permitted by Indian law, Vistara Productions’ liability to the client is limited to direct damages not exceeding the fees paid for the disputed services (typically calculated over the past 3 months). We are not liable for any indirect, incidental, special, punitive, or consequential damages (such as lost profits or business). We also disclaim liability for any failures caused by third-party platforms or services. The client agrees that the above limitations are fair and form the basis of our pricing.

17. Changes to Services or Packages

 We may modify our service offerings, packages, or pricing at any time. If changes affect an ongoing project, we will notify the client in writing and obtain agreement for the revised terms. We may update these Terms & Conditions as needed; continued use of services after such updates will indicate acceptance.

18. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of India. Any disputes arising under or in connection with these Terms will be subject to the exclusive jurisdiction of the courts in [City], India (unless otherwise agreed).

19. Acceptance of Terms

By engaging our services or using our website, the client acknowledges that they have read, understood, and agree to these Terms & Conditions. If the client is an organization, the signing party warrants they have authority to bind the organization to this agreement.

Note: These Terms are provided as a general guide. They should be reviewed and customized by legal counsel to ensure compliance with current Indian laws and regulations before use.

20. Contact Information

For questions about these Terms or our services, please contact:

• Vistara Productions (India)
• Email: info@vistaraproductions.in
• Website: vistaraproductions.in