Terms & Conditions

These Terms & Conditions (“Terms”) govern (a) your use of the website at vigicom.net and (b) the provision of services by Vigicom Enterprises, a sole proprietorship firm having its principal place of business at 501, Coral Business Center, Solapur, Maharashtra 413101, India(“Vigicom”, “we”, “us”), to a client (“Client”, “you”).

By accessing this website you accept the terms in Use of this website. By signing a proposal, statement of work, purchase order or by instructing us to begin work, you accept these Terms in full and they become a binding contract between us.

Order of precedence.If there is a conflict between documents, the following order applies: (1) a signed master services agreement, if any; (2) the signed proposal or Statement of Work (“SOW”) for the relevant engagement; (3) these Terms. Nothing in an SOW is treated as varying these Terms unless it says so expressly.

Capacity. You confirm that you are at least 18 years old and that the person accepting these Terms is authorised to bind the organisation named in the SOW.

• “Deliverables” — the reports, creative assets, copy, designs, code, campaign structures and other materials we produce for you under an SOW.
• “Media Spend” — amounts paid to advertising platforms such as Google, Meta or LinkedIn to run advertising. Media Spend is separate from, and additional to, our Fees.
• “Fees” — the amounts payable to us for our services, as set out in the SOW.
• “Client Materials” — trade marks, logos, content, data, product information, imagery and account access you provide to us.
• “Vigicom Background IP” — our pre-existing and independently developed methodologies, frameworks, templates, checklists, dashboards, code libraries and know-how.
• “Third-Party Platforms” — any service not operated by us on which the services depend, including advertising, analytics, hosting, email and social media platforms.

We will perform the services described in the SOW with reasonable skill and care, in a professional and workmanlike manner, and in accordance with generally accepted industry practice.

Scope. The SOW defines what is included. Anything not expressly listed is out of scope. Where you request additional work, we will confirm the additional Fees and timeline in writing before starting it; we are not obliged to perform out-of-scope work without that written agreement.

Timelines. Any dates we give are good-faith estimates based on the assumption that you provide inputs, approvals and access on time. Delivery dates are not of the essence unless the SOW expressly says so.

Personnel and subcontracting. We decide who performs the work. We may engage subcontractors, freelancers and specialist vendors, and we remain responsible to you for their performance and for their compliance with confidentiality obligations.

Approvals. Where an SOW requires your approval of creative, copy or campaign changes, we will request it in writing. If you do not respond within five (5) working days, we may treat the item as approved in order to keep the engagement moving, having first sent a reminder.

To enable us to perform, you agree to:

• Provide accurate, complete information and timely feedback, approvals and decisions;
• Give and maintain the access we need to your advertising, analytics, hosting, CMS and other accounts, and restore it promptly if it lapses;
• Ensure that all Client Materials you supply are accurate, not misleading, and that you own them or hold the necessary licences, consents and releases — including music licences, talent releases and image rights;
• Ensure your products, services, claims and website comply with applicable law, including the Consumer Protection Act, 2019, the Central Consumer Protection Authority guidelines on misleading advertisements and endorsements, ASCI codes, and any sector-specific advertising rules that apply to you;
• Comply with the terms and advertising policies of every Third-Party Platform used in the engagement;
• Where we process personal data on your behalf, act as the Data Fiduciary/Controller, obtain all necessary consents and provide all required notices to individuals.

Effect of delay. If you do not meet these obligations, we are not liable for resulting delays, additional cost or diminished results, and timelines and Fees may be adjusted by agreement.

Fees. Fees are set out in the SOW. Unless the SOW says otherwise, we charge a flat monthly retainer for the scope described. We do not charge a percentage of Media Spend, and we do not add an undisclosed margin to creator fees, production costs or third-party pass-through costs.

Media Spend. Media Spend is billed to you directly by the platform unless the SOW expressly says we will fund it. Where we do fund or pass through Media Spend, it is invoiced at cost, may be required in advance, and campaigns may be paused if the advance is exhausted.

Third-party pass-through costs. Stock assets, software licences, creator fees, printing, travel and similar costs incurred on your behalf are recharged at cost with supporting documentation, and require your prior written approval where they exceed the threshold stated in the SOW.

Invoicing and payment. Retainers are invoiced monthly in advance. Unless the SOW says otherwise, invoices are payable within fifteen (15) days of the invoice date, in Indian Rupees or the currency stated in the SOW, without set-off or deduction.

Taxes. Fees are exclusive of Goods and Services Tax and any other applicable taxes, duties or levies, which you will pay in addition at the prevailing rate. Where you are required by law to withhold tax at source (TDS), you may do so and will furnish the relevant certificate promptly so we can claim credit.

Late payment. Overdue amounts carry interest at 1.5% per month or the maximum permitted by law, whichever is lower, accruing from the due date. If an invoice remains unpaid for more than fifteen (15) days after the due date, we may suspend the services on written notice; we will not be liable for the consequences of a suspension made in accordance with this clause.

Disputed invoices. If you dispute an invoice in good faith, notify us in writing within seven (7) days of receipt with the reasons. Undisputed amounts remain payable on the due date, and both parties will work to resolve the disputed portion promptly.

Fee revision.We may revise Fees on thirty (30) days’ written notice, not more than once in any twelve-month period. If you do not accept a revision you may terminate under Term and termination without penalty.

Term. The engagement begins on the start date in the SOW and continues for the initial term stated there — typically a minimum of ninety (90) days — after which it continues month to month until terminated.

Termination for convenience. After the initial term, either party may terminate on thirty (30) days’ written notice. We do not operate automatic annual lock-ins.

Termination for cause. Either party may terminate immediately on written notice if the other party: commits a material breach that is not remedied within fifteen (15) days of written notice; becomes insolvent, enters liquidation or has a receiver appointed; or is required to stop by force of law.

Consequences. On termination or expiry:

• You will pay for all services performed and costs committed up to the effective date;
• Prepaid Fees for services not yet performed will be refunded on a pro-rata basis, except where termination is by us for your material breach;
• We will hand over Deliverables that have been paid for, in the working formats we hold them in, within fifteen (15) working days;
• We will remove our access to your accounts on request, and each party will return or destroy the other’s Confidential Information on request, save for copies required by law or held in routine backups;
• Clauses that by their nature should survive — including Intellectual property, Confidentiality, Limitation of liability, Indemnity and Governing law — survive termination.

Ownership stays with you. Advertising accounts, analytics properties, domains, pixels, business manager assets and the data within them are and remain yours. We work under delegated access. On termination we relinquish that access; nothing needs to be migrated.

We do not control platforms. Third-Party Platforms may change their algorithms, policies, pricing, reporting methodology or feature availability, may reject or disapprove advertising, and may suspend accounts, at any time and without notice to us. We are not responsible for those decisions or their effects, and such events do not constitute a breach of these Terms by us.

Platform reporting. Metrics reported by Third-Party Platforms are generated by those platforms. We report them faithfully, and alongside independent measurement wherever possible, but we do not warrant their accuracy or completeness.

Client Materials. You retain all rights in Client Materials. You grant us a non-exclusive, royalty-free licence to use them for the sole purpose of performing the services during the term.

Deliverables. On full payment of all Fees due, we assign to you all right, title and interest in the final Deliverables produced specifically for you under the SOW. Until full payment, all rights in the Deliverables remain with us and any use of them is unlicensed.

Vigicom Background IP. We retain all rights in Vigicom Background IP. To the extent any Background IP is embedded in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use it as part of that Deliverable. You may not separate, resell, sublicense or redistribute Background IP on a standalone basis.

Working files and rejected concepts. Concepts, drafts and options not selected by you remain our property. Raw footage, project files and layered source files are provided where the SOW says so; otherwise they remain with us and are archived for a reasonable period.

Licensed third-party assets. Stock imagery, fonts, music and similar assets are supplied under the licence terms of their original licensor and are subject to those terms, including any usage window or territory restriction. We will tell you which assets carry such restrictions.

Publicity. Unless you tell us otherwise in writing, we may identify you as a client and display non-confidential Deliverables and anonymised, non-confidential performance information in our portfolio, case studies and marketing. You may withdraw this permission at any time by writing to hello@vigicom.net, and we will remove the material from materials within our control within a reasonable period.

Each party may receive information that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Each party will keep the other’s Confidential Information secret, use it only to perform or receive the services, and disclose it only to personnel and subcontractors who need it and who are bound by equivalent obligations.

These obligations do not apply to information that:

• Is or becomes public through no breach of these Terms;
• Was lawfully known to the receiving party before disclosure;
• Is lawfully received from a third party without a duty of confidence;
• Is independently developed without use of the Confidential Information.

Where disclosure is required by law, court order or a regulator, the receiving party will, where legally permitted, give prompt notice so the disclosing party can seek protective relief. These obligations continue for three (3) years after termination, and indefinitely for anything constituting a trade secret.

Each party will comply with applicable data protection law, including the Digital Personal Data Protection Act, 2023 and, where applicable, the GDPR.

Where we process personal data on your behalf in the course of the services, you are the Data Fiduciary/Controller and we are the Data Processor. In that capacity we will: process personal data only on your documented instructions; impose confidentiality obligations on personnel with access; implement reasonable security safeguards; assist you, so far as reasonably practicable, with data principal requests and breach notifications; notify you without undue delay on becoming aware of a personal data breach affecting your data; and delete or return the personal data at the end of the engagement, except where retention is required by law.

Where required, the parties will enter into a separate data processing agreement, which will prevail over this clause in the event of conflict.

Our handling of personal data for which we are the Data Fiduciary is described in our Privacy Policy.

We warrant that we will perform the services with reasonable skill and care, that we have the authority to enter into this agreement, and that the Deliverables we create for you will be original to us and will not, to the best of our knowledge, infringe a third party’s intellectual property rights.

Digital marketing results depend on factors outside our control — market conditions, competitor behaviour, platform algorithm changes, your pricing, product, sales process and website. Accordingly, and to the maximum extent permitted by law, we do not guarantee:

• Any particular search engine ranking, position or visibility;
• Any specific return on ad spend, cost per acquisition, revenue or profit;
• Any specific volume of leads, enquiries, installs, followers, reach or engagement;
• Approval of advertising by any Third-Party Platform;
• Uninterrupted availability of any Third-Party Platform or of this website.

Any forecast, projection, benchmark or illustrative figure we provide is an estimate based on the information available at the time. It is not a promise, a contractual commitment or a guarantee of outcome.

Except as expressly stated in these Terms, and to the fullest extent permitted by applicable law, all other warranties, conditions and terms — whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose and non-infringement — are excluded.

Nothing excluded that cannot be.Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

No indirect loss. Subject to the paragraph above, neither party is liable to the other for any indirect, incidental, special, punitive or consequential loss, or for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or loss or corruption of data, however arising and whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if the party was advised of the possibility.

Cap. Subject to the first paragraph of this clause, our total aggregate liability arising out of or in connection with the services, whether in contract, tort or otherwise, is limited to the total Fees actually paid by you to us in the three (3) months immediately preceding the event giving rise to the claim. For the avoidance of doubt, Media Spend and third-party pass-through costs are excluded from this calculation.

Time limit. No claim may be brought more than twelve (12) months after the date on which the claiming party became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

Allocation of risk. You acknowledge that the Fees have been set on the basis of the allocation of risk in this clause, and that they would be materially higher without it.

You will indemnify and hold us harmless against all claims, damages, losses, penalties and reasonable legal costs arising from: (a) Client Materials, including any allegation that they infringe a third party’s rights; (b) any claim, representation or advertisement approved by you that is alleged to be false, misleading or non-compliant with applicable advertising law; (c) your products or services; (d) your breach of a Third-Party Platform’s terms; and (e) your breach of applicable data protection law in respect of data you instruct us to process.

We will indemnify you against third-party claims that a Deliverable created by us infringes that third party’s intellectual property rights, provided the claim does not arise from Client Materials, from your modification of the Deliverable, or from your use of it outside the scope of the licence granted.

The indemnified party must give prompt written notice of any claim, allow the indemnifying party to control the defence and settlement, and provide reasonable cooperation at the indemnifying party’s cost. No settlement admitting fault on the indemnified party’s behalf may be made without its consent.

Force majeure

Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, strike, governmental action, failure of public infrastructure, extended internet or power outage, or the failure or discontinuation of a Third-Party Platform. The affected party will notify the other promptly and use reasonable efforts to mitigate. If the event continues for more than sixty (60) days, either party may terminate on written notice without liability, save for amounts already due.

Non-solicitation

During the engagement and for twelve (12) months afterwards, neither party will knowingly solicit for employment any individual directly involved in the engagement on the other’s side, without that party’s prior written consent. This does not restrict general recruitment advertising not specifically targeted at those individuals, or the hiring of anyone who responds to it.

The content on vigicom.net is provided for general information. It does not constitute professional advice and should not be relied on as such. We make reasonable efforts to keep it accurate and current but give no warranty that it is complete, accurate or up-to-date.

You must not:

• Use the website in any unlawful or fraudulent way, or for any purpose that is harmful to us or to another user;
• Copy, reproduce, republish or redistribute the design, text, imagery, code or other content of this website without our written permission, except as permitted by applicable copyright law;
• Introduce viruses, trojans, worms or other malicious material, or attempt to gain unauthorised access to the website, its server or any connected system;
• Conduct any denial-of-service attack, automated scraping, or vulnerability scanning without our prior written consent;
• Submit false information through our forms, impersonate another person, or use our contact channels to send unsolicited commercial messages.

All trade marks, logos, text, design elements and code on this website are owned by or licensed to us and are protected under the Copyright Act, 1957 and the Trade Marks Act, 1999. Links to third-party websites are provided for convenience; we do not endorse them and are not responsible for their content.

You may link to our homepage provided you do so in a way that is fair and legal and does not suggest an association or endorsement that does not exist. We may withdraw linking permission at any time.

We may suspend, withdraw or restrict the availability of all or part of the website for business or operational reasons, without notice.

These Terms and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by and construed in accordance with the laws of India.

Escalation first. If a dispute arises, the parties will first attempt to resolve it in good faith through discussion between senior representatives within thirty (30) days of written notice of the dispute.

Arbitration. If the dispute is not resolved within that period, it will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by agreement between the parties. The seat and venue of arbitration will be Solapur, Maharashtra, and the proceedings will be conducted in English. The arbitral award will be final and binding. Each party bears its own costs unless the arbitrator directs otherwise.

Courts. Subject to the arbitration clause, the courts at Solapur, Maharashtra have exclusive jurisdiction. Nothing prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

In accordance with the Information Technology Act, 2000 and the rules made under it, and the Digital Personal Data Protection Act, 2023, the details of our Grievance Officer are:

• Rayan Selvam, Grievance Officer
• Email: privacy@vigicom.net
• Address: Vigicom Enterprises, 501, Coral Business Center, Solapur, Maharashtra 413101, India

We acknowledge complaints within forty-eight (48) hours and aim to resolve them within thirty (30) days of receipt.

Entire agreement. These Terms together with the applicable SOW constitute the entire agreement between the parties and supersede all prior discussions, proposals and representations, save for fraudulent misrepresentation.

Variation. We may amend these Terms from time to time. The version in force at the date of your SOW governs that engagement; for website use, the version published on this page applies. Material changes affecting an active engagement will be notified to you in writing at least thirty (30) days in advance.

Assignment. You may not assign or transfer your rights or obligations without our prior written consent. We may assign to a successor of our business on written notice.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

Waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.

Notices. Notices must be in writing and sent to the email addresses in the SOW or, for us, to hello@vigicom.net. Email notices are deemed received on the next working day.

Third-party rights. No person other than the parties has any right to enforce these Terms.

Contact. Vigicom Enterprises, 501, Coral Business Center, Solapur, Maharashtra 413101, India · hello@vigicom.net · +1 929 565 6761