Service Terms

These Service Terms apply when a business ("you" or the "Client") engages Global Surat ("Global Surat", "we", "us" or "our") to provide services, including strategy, search engine optimisation, performance marketing, paid media management, social media, content, creative and AI-assisted creative, design, website and e-commerce development, analytics and consulting (the "Services").

1. How our agreement works

Each engagement is described in a proposal, statement of work, quotation or order that we both accept (a "Statement of Work"). It sets out the Services, deliverables, timeline, fees and any special terms. Your acceptance of a Statement of Work, whether by signature, written confirmation, purchase order or payment of the first invoice, means you accept these Service Terms.

If there is a conflict, the following order applies: (1) a separate written agreement signed by both of us, (2) the Statement of Work, (3) these Service Terms. Any terms in your purchase order or supplier documents do not apply unless we agree to them in writing.

2. Scope of the Services

We will provide the Services described in the Statement of Work. Anything not listed there is out of scope. If you ask for additional work, we will confirm the extra time and cost in writing before starting it. Work agreed by email or message becomes part of the Statement of Work once we have both confirmed it.

Unless the Statement of Work says otherwise, each creative or design deliverable includes two rounds of revisions. Further revisions, or changes to an approved direction, are charged as additional work.

3. Your responsibilities

Good results depend on both teams. You agree to:

• give us timely access to the accounts, platforms, systems, data, brand assets and people we need, such as advertising accounts, analytics, your website or store, and a named decision-maker;

• provide accurate and complete information about your business, products, pricing, offers and target markets;

• review and approve work, or give clear feedback, within five business days unless we agree another timeframe;

• make sure your products, services, offers, claims and materials comply with the law and with the policies of the platforms we use for you;

• make sure you own or have permission to use everything you give us, including logos, images, copy, music, customer data and trade marks; and

• keep your own backups of your website, data and content.

If a delay or problem is caused by missing access, late feedback, changed requirements or inaccurate information, timelines move accordingly and we are not responsible for the consequences. If a project is paused for more than 30 days for reasons on your side, we may invoice for work completed to date and reschedule the remaining work based on our availability.

4. Fees, invoices and payment

• Fees. Our fees are set out in the Statement of Work. Unless it says otherwise, fees exclude taxes, advertising spend and third-party costs.

• Retainers. Monthly retainers are invoiced in advance at the start of each billing month.

• Projects. Fixed-price projects are invoiced with an advance payment of 50% before work starts, with the balance due on the milestones in the Statement of Work and in any case before launch or final handover.

• Payment terms. Invoices are payable within seven days of the invoice date, in the currency shown on the invoice. Bank, payment gateway and currency conversion charges are paid by you.

• Taxes. Goods and Services Tax (GST) and any other applicable taxes are added to our fees at the prevailing rate. If you are required by law to withhold tax, you will provide the relevant certificate promptly.

• Late payment. If an invoice is overdue, we may pause the Services after giving you seven days' written notice, and resume once the account is up to date. We may also charge interest on overdue amounts at 1.5% per month, or the maximum rate allowed by law if lower.

• Price changes. We may review retainer fees once a year, or when the scope changes, by giving you at least 30 days' written notice.

5. Advertising spend and third-party costs

Media spend is separate from our fees. We recommend that advertising accounts are owned by you and billed directly to your payment method. If we agree to pay a platform on your behalf, you will fund the spend in advance.

Advertising platforms charge for impressions and clicks according to their own terms. Spend that a platform has charged cannot be refunded by us. Costs of third-party tools, software licences, plugins, themes, stock media, fonts, domains, hosting and similar items are charged at cost or as set out in the Statement of Work, and are governed by those providers' terms and refund policies.

6. Third-party platforms

Many of the Services run on platforms we do not control, such as Google, Meta, LinkedIn, TikTok, Amazon, Shopify and WordPress. Their terms and policies apply to your use of them. Platforms may change their features, algorithms, policies or prices, reject or restrict advertisements, or suspend accounts, sometimes without explanation. We will follow platform policies, help you respond to any issue, and tell you promptly about anything that affects your account, but we are not responsible for a platform's decisions or for the effects of those changes.

7. Results

We commit to doing skilled, careful and honest work. Marketing results, however, depend on many factors outside our control, including your product, pricing, market, competition, budget, website and operations, and the behaviour of platforms and customers. We therefore do not guarantee any particular ranking, traffic, number of leads, conversion rate, return on ad spend, sales or profit. Forecasts, benchmarks and targets we share are planning estimates, not promises.

8. Ownership and intellectual property

• Your materials. You keep ownership of everything you give us. You grant us a licence to use it for the purpose of providing the Services.

• Deliverables. Once you have paid in full for a deliverable, ownership of the final version we created specifically for you, such as final designs, copy, creative and custom code, transfers to you. Until then, we grant you a limited licence to use it for the purpose of the engagement.

• Our tools and know-how. We keep ownership of our pre-existing materials and general know-how, including methods, frameworks, templates, reusable code, scripts and internal tools. Where they form part of a deliverable, you receive a non-exclusive, perpetual licence to use them as part of that deliverable.

• Third-party assets. Stock media, fonts, plugins, themes and other third-party items remain subject to their own licences, which we will pass on to you where we can.

• Working files. Source and working files, such as layered design files, are provided if the Statement of Work includes them.

• Accounts. Advertising accounts, analytics properties, pages and profiles we create for you belong to you. When the engagement ends, and once all invoices are paid, we will give you full administrative access and remove our own access on request.

• Our portfolio. We may name you as a client and show work we created for you in our portfolio and marketing, without disclosing confidential information. If you would prefer we did not, tell us in writing and we will respect that.

9. AI-assisted work

We may use artificial intelligence tools to help research, write, design, edit and produce content and creative. Every AI-assisted deliverable is reviewed by our team before it reaches you. We do not enter your confidential information or personal data into AI tools that use inputs to train their models, unless you agree. Because the law on ownership of AI-generated material is still developing, some elements of AI-assisted work may not attract copyright protection. You are responsible for final approval of all content before it is published.

10. Confidentiality

Each of us will keep confidential any non-public information the other shares, such as business plans, pricing, customer data, performance data, account access and trade secrets, and use it only for the engagement. This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law, in which case the other party will be told where lawful. These obligations continue for three years after the engagement ends, and indefinitely for trade secrets and personal data.

11. Data protection

Where we process personal data on your behalf, for example customer lists, leads, CRM records or analytics data, you are the controller (or data fiduciary) and we are the processor. We will:

• process personal data only on your documented instructions and for the purpose of the Services;

• keep it confidential and protect it with appropriate technical and organisational measures;

• use only sub-processors, such as software providers, that are bound by equivalent obligations;

• tell you without undue delay if we become aware of a personal data breach affecting your data;

• help you respond to requests from individuals and regulators where reasonable; and

• delete or return your personal data when the engagement ends, unless the law requires us to keep it.

You are responsible for having a lawful basis for the processing, and for giving any notices and obtaining any consents required, for example before customer data is used for advertising audiences. We will sign a separate data processing agreement if you need one. Our Privacy Policy explains how we handle our own contacts' information.

12. Our people and subcontractors

We may involve carefully selected freelancers and subcontractors in delivering the Services. We remain responsible for their work and bind them to confidentiality. During the engagement and for twelve months after it ends, neither of us will directly hire or engage any employee of the other who worked on the engagement, without the other's written consent. This does not prevent either of us from hiring someone who responds to a general job advertisement.

13. Term, cancellation and termination

• Retainers continue for the minimum term in the Statement of Work (if any) and then month to month. After any minimum term, either of us may end a retainer by giving 30 days' written notice.

• Projects end when the deliverables are completed and paid for. If you cancel a project early, you will pay for all work completed and costs committed up to the date of cancellation.

• For cause. Either of us may end the engagement immediately by written notice if the other seriously breaches these terms and does not put it right within 15 days of being asked to, or becomes insolvent or stops trading.

• On termination, you will pay all fees for work done and costs incurred up to the termination date, and any fees for the remainder of a minimum term. We will hand over your accounts, deliverables and materials once all invoices are paid. Reasonable help with the transition to you or a new provider can be provided at our standard rates.

Refunds are covered by our Refund & Cancellation Policy.

14. Warranties

We will perform the Services with reasonable skill, care and diligence, in line with good industry practice. If a deliverable does not match what was agreed in the Statement of Work, tell us within 14 days of delivery and we will correct it at no extra cost. Apart from what is stated in these terms, we give no other warranties, express or implied, to the extent the law allows.

15. Limitation of liability

Neither of us is liable to the other for any indirect or consequential loss, or for loss of profit, revenue, sales, business, goodwill or data, even if it was foreseeable. We are not liable for losses caused by platform decisions, account suspensions, algorithm changes, your materials or instructions, or your failure to meet your responsibilities under these terms.

Our total liability arising from or in connection with an engagement, whether in contract, negligence or otherwise, is limited to the fees you paid us for the Services in the three months before the event giving rise to the claim.

These limits do not apply to liability for fraud, for death or personal injury caused by negligence, for your obligation to pay our fees, or to any other liability that cannot be limited by law.

16. Indemnity

You will compensate us for any losses, claims and reasonable costs, including legal fees, arising from materials you supplied, your products and services, claims made in your advertising at your direction, or your breach of the law or of a platform's policies. We will compensate you for any claim that a deliverable we originally created for you infringes a third party's intellectual property rights, except to the extent the claim arises from your materials or instructions.

17. Events outside our control

Neither of us is responsible for a delay or failure caused by events beyond our reasonable control, such as natural disasters, epidemics, war, civil unrest, government action, power or internet failures, or outages at third-party platforms. This does not excuse an obligation to pay for work already done. If such an event lasts more than 30 days, either of us may end the affected Statement of Work by written notice.

18. Communication and notices

We will agree the main contacts and communication channels at the start of each engagement. Formal notices, such as notice of termination, must be sent by email to the addresses in the Statement of Work, or to connect@globalsurat.com in our case.

19. Governing law and disputes

These terms and every engagement under them are governed by the laws of India. If a dispute arises, we will first try in good faith to resolve it through discussion between senior representatives within 30 days. If it is not resolved, it will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration will be Surat, Gujarat, India, and the proceedings will be conducted in English. Subject to this, the courts at Surat, Gujarat have exclusive jurisdiction. Either of us may still seek urgent interim relief from a competent court.

20. General

• We are independent contractors. Nothing in these terms creates a partnership, joint venture or employment relationship.

• Neither of us may transfer an engagement to another party without the other's written consent, except to a successor of the whole business.

• If any part of these terms is found to be unenforceable, the rest continues to apply.

• A failure or delay in enforcing a right is not a waiver of it.

• Changes to an engagement must be agreed in writing, which includes email.

21. Changes to these terms

We may update these Service Terms from time to time. The version in force when a Statement of Work is accepted applies to that engagement. Updated terms apply to an ongoing retainer from its next renewal or billing month after we have given you at least 30 days' notice.

22. Contact us

Global Surat
A-502, Pragati IT Park, Mota Varachha, Surat, Gujarat, India
Email: connect@globalsurat.com
Phone: +91 90332 17529