Terms & Conditions

ARTICLE 1 – DEFINITIONS

1. "Buzzora", "we", "us" or "our" means Buzzora Digital Marketing (OPC) Private Limited, having its registered/business address at A-532, Sun WestBank, Ashram Road, Ahmedabad, Gujarat, India.
2. "Client" means any individual, business, company, organisation or other entity that requests, purchases or receives services from Buzzora.
3. "Agreement" means any accepted quotation, proposal, service agreement, work order, invoice, written confirmation or other arrangement between Buzzora and the Client.
4. "Services" means the services agreed between Buzzora and the Client, including where applicable digital marketing, social media management, performance marketing, advertising, branding, content creation, website design and development, software or digital development, SEO, CRM/ERP solutions, strategy, consulting and related services.
5. "Deliverables" means the final work specifically agreed to be supplied to the Client.
6. "Third-Party Services" means platforms, software, hosting providers, advertising platforms, payment gateways, APIs, stock libraries, plugins, domains, cloud services and other products or services supplied by third parties.
7. "Writing" or "Written" includes communication through email, electronically signed documents and other electronic communication where the sender and contents can reasonably be identified.

ARTICLE 2 – APPLICABILITY

1. These Terms & Conditions apply to all quotations, proposals, orders, agreements and services provided by Buzzora unless otherwise agreed in writing.
2. Any specific written agreement signed or accepted between Buzzora and the Client will prevail over these Terms to the extent of any direct conflict.
3. The Client's own terms or purchase conditions shall not apply unless Buzzora expressly accepts them in writing.
4. By approving a quotation or proposal, making a payment, providing written approval, or instructing Buzzora to begin work, the Client will be treated as having accepted the applicable commercial terms and these Terms & Conditions.

ARTICLE 3 – QUOTATIONS, PROPOSALS AND SCOPE

1. Quotations and proposals are valid for the period stated in them. If no validity period is stated, they may be revised or withdrawn before acceptance.
2. The scope of work, deliverables, timeline, pricing and payment schedule will be determined by the applicable proposal, quotation or agreement.
3. Services not expressly included in the agreed scope are considered additional work and may be charged separately.
4. Any assumptions, dependencies or exclusions stated in a proposal form part of the agreed scope.
5. Buzzora may use employees, contractors, freelancers, vendors or specialist third parties to perform parts of the Services while remaining responsible for the Services to the extent required under the Agreement.

ARTICLE 4 – CLIENT RESPONSIBILITIES

1. The Client must provide accurate and complete information, content, approvals, credentials, access and materials reasonably required to perform the Services.
2. The Client is responsible for ensuring that materials supplied by the Client may legally be used for the intended purpose.
3. The Client must provide feedback and approvals within reasonable timelines.
4. Delays caused by missing information, access, feedback or approvals may result in corresponding changes to project timelines.
5. Buzzora will not be responsible for delays directly caused by the Client or Client-appointed third parties.
6. The Client is responsible for reviewing and approving final content, advertisements, claims, prices, offers, product information and other Client-specific business information before publication where approval is requested.

ARTICLE 5 – PROJECT TIMELINES

1. Any timeline or delivery date is based on the information available when it is provided.
2. Unless expressly agreed otherwise in writing, project dates are reasonable estimates and may depend on timely Client cooperation and third-party availability.
3. If the Client delays feedback, approvals, payments, content or access, Buzzora may reasonably extend the delivery schedule.
4. Material changes to the agreed scope may also require revised timelines.

ARTICLE 6 – FEES, TAXES AND THIRD-PARTY COSTS

1. Fees are stated in the applicable quotation, proposal, invoice or Agreement.
2. GST and other applicable taxes will be charged where required under Indian law.
3. Unless expressly included in Buzzora's fee, third-party expenses such as advertising spend, domain fees, hosting, premium plugins, software subscriptions, stock assets, API charges, platform fees, printing and production costs are payable separately by the Client.
4. Buzzora will not be required to personally fund substantial third-party costs unless expressly agreed.
5. Additional work outside the agreed scope may be quoted or invoiced separately.

ARTICLE 7 – PAYMENT

1. The Client must make payments according to the payment schedule stated in the applicable proposal, invoice or Agreement.
2. Where an advance payment is required, work may commence only after receipt of that payment.
3. Buzzora may pause work, withhold unpublished Deliverables or suspend ongoing Services where an undisputed payment remains overdue after reasonable notice.
4. The Client remains responsible for amounts properly due for work already performed and approved third-party commitments.
5. Any payment dispute should be raised promptly with sufficient details so that both parties can attempt to resolve it.
6. Any interest, late fee or recovery charge will apply only where stated in the Agreement or invoice and permitted by applicable law.

ARTICLE 8 – REVISIONS AND CHANGE REQUESTS

1. The number and type of revisions included in a project are determined by the applicable proposal or Agreement.
2. A revision means a reasonable modification to an existing agreed concept and does not include a substantial change of direction or scope.
3. New requirements, substantial redesigns, additional features, additional pages, additional campaigns or other work outside the agreed scope may be treated as additional work.
4. Buzzora will inform the Client where a requested change is likely to materially affect pricing or timelines.

ARTICLE 9 – DIGITAL MARKETING AND ADVERTISING

1. Buzzora may provide strategy, campaign management, creative services, optimisation and related marketing services.
2. The Client acknowledges that marketing and advertising performance depends on numerous factors outside Buzzora's control.
3. Buzzora does not guarantee any specific number of leads, sales, enquiries, followers, impressions, rankings, revenue, return on advertising spend or other commercial result unless a specific written guarantee is expressly included in the Agreement.
4. Advertising spend paid to platforms such as Google, Meta or other advertising networks is separate from Buzzora's service fee unless expressly stated otherwise.
5. Advertising platforms may reject, restrict, suspend or modify advertisements or accounts according to their own policies.
6. Buzzora is not responsible for platform actions that are outside Buzzora's reasonable control, but where reasonably possible Buzzora may assist the Client in understanding or addressing such issues.

ARTICLE 10 – SOCIAL MEDIA SERVICES

1. Social media services may include strategy, content planning, design, copywriting, publishing, community-related activities and reporting according to the agreed scope.
2. The Client remains responsible for the accuracy and legality of business-specific claims, offers, pricing, product information and information supplied by the Client.
3. Social media platforms may change algorithms, features, policies, reach or account functionality without notice.
4. Buzzora cannot guarantee organic reach, engagement, follower growth or viral performance.

ARTICLE 11 – WEBSITE, SOFTWARE AND DIGITAL DEVELOPMENT

1. Website, application, CRM, ERP or other development work will be performed according to the agreed specifications and scope.
2. Unless expressly included, ongoing maintenance, hosting, domain renewal, security monitoring, backups and future compatibility updates are not automatically included after project completion.
3. Third-party themes, libraries, plugins, APIs and services remain subject to their respective licences and terms.
4. The Client must test the final Deliverable and report material issues within a reasonable period.
5. Buzzora will use reasonable efforts to correct defects that cause the Deliverable to materially differ from the agreed specifications and are attributable to Buzzora.
6. New functionality, changed requirements and issues caused by third-party changes or modifications made after delivery may be treated as additional work.

ARTICLE 12 – SEO

1. SEO services are intended to improve website visibility and search performance over time.
2. Search engines independently determine rankings and may change their algorithms at any time.
3. Buzzora does not guarantee a specific keyword position, traffic level, ranking or timeframe unless expressly agreed in writing.
4. SEO results may be affected by competition, website history, technical limitations, algorithm updates and Client actions.

ARTICLE 13 – INTELLECTUAL PROPERTY

1. Each party retains ownership of intellectual property it owned before the project.
2. Unless otherwise agreed in writing, Buzzora retains ownership of its pre-existing methods, templates, frameworks, processes, know-how, reusable code, tools and internal working materials.
3. Subject to full payment of all amounts due for the relevant Deliverables, the Client receives the rights or licence to use the final Deliverables for the purposes agreed between the parties.
4. Where the Agreement expressly provides for assignment of intellectual property rights in specific final Deliverables, such assignment will take effect only after full payment and subject to applicable law.
5. Drafts, unused concepts, rejected concepts, internal files, working files and source materials are not automatically transferred unless expressly included in writing.
6. Third-party materials remain subject to the rights and licence conditions of their respective owners.
7. The Client warrants that materials supplied by the Client do not knowingly infringe third-party rights and that the Client has authority to provide them for the project.

ARTICLE 14 – PORTFOLIO AND PUBLICITY

1. Unless the parties agree otherwise in writing or confidentiality obligations prevent it, Buzzora may identify the Client as a client and display publicly released Deliverables for portfolio, case-study, award-entry and promotional purposes.
2. Confidential, unreleased or sensitive Client information will not intentionally be published under this clause.
3. A Client may request reasonable restrictions on portfolio use before project commencement or before publication.

ARTICLE 15 – CONFIDENTIALITY

1. Each party must keep confidential non-public information received from the other party that is reasonably understood to be confidential.
2. Confidential information may be used only for performing or receiving the Services.
3. Confidential information may be shared with employees, professional advisers, contractors or service providers who reasonably need it and are subject to appropriate confidentiality obligations.
4. Confidentiality obligations do not apply to information that is publicly available without breach, independently developed, lawfully obtained from another source or required to be disclosed by law or lawful authority.

ARTICLE 16 – ACCOUNTS, ACCESS AND CREDENTIALS

1. Where necessary, the Client may provide Buzzora with access to advertising accounts, websites, social media accounts, analytics tools, hosting services and other platforms.
2. Buzzora will use such access only as reasonably required to provide the Services.
3. Both parties should use reasonable security practices for credentials and account access.
4. The Client remains responsible for maintaining ownership and control of its primary business accounts unless otherwise agreed.
5. After termination or completion, Buzzora will reasonably cooperate in returning or removing access where applicable and after outstanding obligations are resolved.

ARTICLE 17 – DATA PROTECTION AND PRIVACY

1. Each party will comply with applicable Indian data-protection and privacy requirements relevant to its role and activities.
2. Where Buzzora processes personal data on behalf of the Client, Buzzora will use such data only for providing the agreed Services and as otherwise permitted or required by law.
3. The Client is responsible for ensuring that it has an appropriate lawful basis and necessary notices or permissions for personal data supplied to Buzzora.
4. Where a separate data-processing agreement is legally or commercially appropriate, the parties may enter into one.
5. Buzzora will take reasonable organisational and technical measures appropriate to the nature of the data handled under the Services.

ARTICLE 18 – THIRD-PARTY SERVICES

1. Buzzora may integrate or use Third-Party Services while providing the Services.
2. Third-Party Services are governed by the third party's own terms, policies, pricing and availability.
3. Buzzora does not control third-party platforms and cannot guarantee their uninterrupted availability or continued functionality.
4. Buzzora is not responsible for failures, policy changes, suspensions, price changes or service interruptions caused solely by third-party providers and outside Buzzora's reasonable control.
5. Where reasonably possible, Buzzora will cooperate with the Client to mitigate the impact of material third-party disruptions affecting the project.

ARTICLE 19 – SUBSCRIPTIONS AND ONGOING SERVICES

1. Retainers, subscriptions and recurring services will follow the scope, frequency, fees and duration specified in the applicable Agreement.
2. Unless otherwise agreed, recurring services may be invoiced in advance for the applicable billing period.
3. Unused monthly services, deliverables or allocated work do not automatically carry forward unless the Agreement expressly allows it.
4. Termination notice requirements for recurring Services will be those stated in the applicable Agreement.
5. Obligations, approved work and non-cancellable third-party costs incurred before the effective termination date remain payable.

ARTICLE 20 – CANCELLATION, SUSPENSION AND TERMINATION

1. Either party may terminate Services according to the termination provisions in the applicable Agreement.
2. If the Client cancels a project after work has begun, the Client must pay for work reasonably performed up to the cancellation date and approved or non-cancellable third-party commitments.
3. Buzzora may suspend Services for material non-payment, material lack of cooperation, unlawful instructions, misuse of Services or another material breach after reasonable notice where appropriate.
4. Either party may terminate for a material breach that is not remedied within a reasonable period after written notice where the breach is capable of remedy.
5. Termination does not affect rights, payments or obligations that arose before termination.

ARTICLE 21 – WARRANTIES AND RESULTS

1. Buzzora will perform the Services with reasonable professional care and skill.
2. Except for commitments expressly stated in the Agreement, Buzzora does not guarantee particular commercial results.
3. Marketing, advertising, SEO, social media and other digital outcomes may depend on market conditions, competition, algorithms, third-party platforms, budgets, Client products, pricing, sales processes and other factors outside Buzzora's control.
4. Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded under applicable law.

ARTICLE 22 – LIMITATION OF LIABILITY

1. To the extent permitted by applicable law, Buzzora will be liable only for direct loss proven to have resulted from Buzzora's material breach of the applicable Agreement.
2. To the extent permitted by applicable law, Buzzora will not be liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, business opportunity, goodwill or anticipated savings.
3. To the extent permitted by applicable law, Buzzora's aggregate liability arising from a particular project or Service will not exceed the fees actually paid to Buzzora for the portion of the Services giving rise to the claim.
4. Buzzora will not be responsible for loss caused by inaccurate Client information, Client delay, Client-approved materials, unauthorised third-party modifications or failures of external platforms outside Buzzora's reasonable control.
5. Nothing in these Terms limits liability where such limitation is prohibited by applicable law, including liability arising from fraud or wilful misconduct where it cannot legally be excluded.

ARTICLE 23 – FORCE MAJEURE

1. Neither party will be liable for delay or failure to perform an obligation where performance is prevented by an event beyond that party's reasonable control.
2. Such events may include natural disasters, fire, flood, epidemic, government restrictions, war, civil disturbance, widespread internet or cloud outages, major cyber incidents, strikes, power failures and major failures of essential third-party infrastructure.
3. The affected party should inform the other party within a reasonable time where practicable.
4. Obligations affected by the force majeure event will be suspended for the duration of the event.
5. If a force majeure event continues for an extended period and materially prevents performance, either party may discuss termination or modification of the affected Services.
6. Fees for Services already properly performed and approved unavoidable third-party costs remain payable.

ARTICLE 24 – COMPLAINTS AND DISPUTE RESOLUTION

1. The Client should notify Buzzora promptly of any complaint concerning the Services and provide sufficient information for Buzzora to investigate.
2. Both parties will first attempt in good faith to resolve any dispute through discussion and written communication.
3. Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction where legally available.

ARTICLE 25 – GOVERNING LAW AND JURISDICTION

1. These Terms & Conditions and the relationship between Buzzora and the Client are governed by the laws of India.
2. Subject to any mandatory applicable law and any dispute-resolution mechanism expressly agreed between the parties, courts of competent jurisdiction at Ahmedabad, Gujarat, India shall have jurisdiction over disputes arising from or relating to the Services or Agreement.
3. Nothing in these Terms removes any statutory right or remedy that cannot legally be excluded or restricted.

ARTICLE 26 – GENERAL PROVISIONS

1. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in effect to the extent permitted by law.
2. Failure or delay in enforcing a contractual right does not automatically constitute a waiver of that right.
3. The Client may not transfer an Agreement to another party without Buzzora's prior written consent, except where applicable law provides otherwise.
4. Buzzora may engage employees, contractors and service providers to perform the Services.
5. Amendments to a specific Agreement should be recorded in writing.
6. Electronic communications, approvals and records may be used as evidence of communications and approvals to the extent permitted by applicable law.

End of Terms & Conditions – Version 30 September 2026