Acceptance of Terms
These Terms of Service ("Terms") form a legally binding agreement between Social Viens ("Social Viens", "we", "us", "our") and the individual or entity ("Client", "you") engaging us for digital marketing services. By signing a proposal, paying an invoice, or otherwise initiating work with us, you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you do not agree with any part of these Terms, you must not engage our services. If you are entering into this agreement on behalf of a company, you represent that you have the legal authority to bind that entity.
These Terms supplement — and do not replace — any specific Statement of Work (SOW), proposal, or service agreement signed between us. In the event of a conflict, the specific SOW shall prevail for the scope it covers.
Services Description
Social Viens provides digital marketing services, including but not limited to:
- Search Engine Optimisation (SEO) — on-page, technical, and local SEO for Google.
- Pay-per-click (PPC) advertising — Google Ads, Meta Ads (Facebook/Instagram), LinkedIn Ads, YouTube Ads.
- Social Media Management — content strategy, design, posting, community management.
- Website Development — design, development, hosting setup, and maintenance of websites and landing pages.
- Branding — logo design, brand identity, brand guidelines, collateral.
- Google Business Profile optimisation and management.
- Online Reputation Management (ORM) — review management, brand monitoring.
- Analytics, reporting, and conversion rate optimisation (CRO).
The exact scope, deliverables, timeline, and fees for each engagement shall be defined in a separate SOW or proposal signed by both parties. We reserve the right to decline or terminate engagements that conflict with our values, ethics, or applicable laws (e.g., get-rich-quick schemes, adult content, illegal services, or misleading advertising).
Client Responsibilities
To enable us to deliver the agreed services effectively, the Client agrees to:
- Timely access: Provide timely access to all necessary accounts, platforms, brand assets, product information, and personnel within 5 business days of request.
- Accurate information: Provide accurate, complete, and lawful information for use in campaigns, websites, and content.
- Approvals: Respond to review and approval requests within 3 business days. Delays in approval may postpone deliverables and impact campaign performance.
- Compliance: Ensure that all products, services, claims, and content provided to us comply with applicable laws (e.g., ASCI guidelines, FDA for healthcare, RERA for real estate).
- Account credentials: Maintain ownership of and admin access to all advertising, analytics, and social accounts. We act as a manager/editor on your accounts — never as the sole owner.
- Payment: Pay all invoices in full and on time per the agreed schedule.
- Cooperation: Make available a primary point of contact for the duration of the engagement.
Payment Terms
Fees & Invoicing
- Fees for each engagement are defined in the signed SOW or proposal. Unless stated otherwise, all fees are quoted in Indian Rupees (INR) and exclusive of applicable taxes (GST at 18%).
- Retainer-based services are invoiced monthly in advance, due within 7 days of invoice date.
- Project-based work is typically invoiced on a milestone basis — 50% advance, 30% on mid-milestone, 20% on delivery.
- Ad spend on Google, Meta, and other platforms is billed directly to the Client's payment method. Social Viens does not fund ad spend on behalf of the Client unless explicitly agreed in writing.
Late Payments
- Invoices not paid within 7 days of the due date attract a late fee of 1.5% per month (18% per annum) on the outstanding amount.
- We may pause services — including pausing live ad campaigns — if invoices remain unpaid for more than 15 days. Resumption may take up to 3 business days after payment is received.
- Repeated late payments (3+ instances in 6 months) may be grounds for termination of the engagement.
Refunds
Due to the nature of our services (time-based and deliverable-based work), all fees paid are non-refundable once work has commenced. Unused monthly retainers may, at our discretion, be credited toward future services if termination notice is provided in line with the Termination clause below.
Intellectual Property
Client-Owned IP
The Client retains all rights to their existing brand assets, trademarks, logos, content, product information, and any materials provided to us for use in the engagement. The Client grants us a non-exclusive, royalty-free licence to use such materials solely for the purpose of delivering the agreed services.
Deliverables
Upon full payment of all fees due, all final deliverables created by Social Viens for the Client (e.g., website code, ad creatives, content, design files) transfer to the Client under a perpetual, worldwide, royalty-free licence. We reserve the right to:
- Use the engagement in our portfolio and marketing materials (anonymised or with Client consent).
- Retain internal copies for archival and reference.
- Use generic techniques, methodologies, and frameworks developed during the engagement for other clients (but never the Client's confidential information or trade secrets).
Third-Party Materials
We may use third-party assets (stock images, fonts, plugins, libraries) in deliverables. Such assets are licensed to the Client under the respective third-party terms. The Client is responsible for renewing any recurring licences (e.g., premium fonts, SaaS subscriptions) post-engagement.
Confidentiality
Both parties agree to keep confidential all non-public information disclosed by the other party, including business strategies, financial data, customer lists, pricing, campaign data, and trade secrets ("Confidential Information"). This obligation:
- Applies for the duration of the engagement and for 3 years thereafter.
- Does not apply to information that is publicly available, was already known to the receiving party, is independently developed, or is required to be disclosed by law (in which case the receiving party shall give reasonable notice to allow the other party to seek a protective order).
- Includes a requirement to use reasonable security measures to protect Confidential Information (at least the same standard used for their own confidential data).
We treat client data in line with our Privacy Policy, which forms part of these Terms by reference.
Limitation of Liability
To the maximum extent permitted by law:
- Social Viens provides services on an "as is" and "best efforts" basis. We do not guarantee specific results — including but not limited to search rankings, ad performance, lead volumes, or revenue figures — as these depend on factors outside our control (Google algorithm changes, market dynamics, Client product/market fit, etc.).
- Any performance metrics mentioned in proposals or marketing materials are illustrative, based on past experience, and not a guarantee of future results.
- Our total aggregate liability for any claim arising out of or relating to the engagement shall not exceed the total fees paid by the Client to us in the 3 months preceding the event giving rise to the claim.
- We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, business interruption, or loss of goodwill.
- The Client is solely responsible for the products and services they sell and any legal compliance related to their business operations.
Termination
Termination for Convenience
Either party may terminate the engagement for convenience with 30 days' written notice. The Client is responsible for fees accrued up to the effective termination date. For monthly retainers, the retainer for the notice period is non-refundable even if services are not availed.
Termination for Cause
Either party may terminate immediately for cause if the other party:
- Materially breaches these Terms or the SOW and fails to cure the breach within 14 days of written notice.
- Becomes insolvent, bankrupt, or ceases normal business operations.
- Engages in fraud, misrepresentation, or unlawful activity affecting the engagement.
Effect of Termination
- All outstanding invoices become immediately due and payable.
- We will hand over final deliverables and provide reasonable transition support (up to 10 hours, included at no charge).
- Access to client accounts will be transferred back to the Client; our manager-level access will be revoked.
- Confidentiality, IP, and Liability clauses survive termination.
Governing Law & Dispute Resolution
These Terms are governed by the laws of the Republic of India. The courts of Noida, Uttar Pradesh, shall have exclusive jurisdiction over any disputes arising out of or relating to these Terms or any engagement.
Before initiating litigation, the parties agree to attempt good-faith negotiation for 30 days. If unresolved, the dispute shall be referred to mediation under the Mediation Act, 2023. Only if mediation fails shall either party initiate court proceedings.
Changes to Terms
We reserve the right to update these Terms at any time. Material changes will be communicated to active Clients via email at least 30 days before they take effect. For website visitors and prospective clients, the updated Terms will be posted on this page with a revised "Last updated" date.
Continued use of our services or website after the effective date of any change constitutes acceptance of the updated Terms. If you do not agree with the changes, you may terminate the engagement as per the Termination clause above.
Contact
For any questions about these Terms, please contact us:
- Email: legal@socialviens.com
- Phone: +91 81780 04800
- WhatsApp: Message us
- Address: Social Viens, Coworking Hub, Sector 18, Noida, Uttar Pradesh 201301, India
For all other queries, please use our contact page.