TERMS & CONDITIONS
Gowda Digital Marketing (GDM)
Effective Date: 9 October 2026
Website: https://gowdadigital.marketing/
Business: Gowda Digital Marketing (GDM)
Registered / Principal Business Address: [Insert verified legal business address]
Email: [Insert verified official business email]
Phone: [Insert verified business contact number]
1. INTRODUCTION AND ACCEPTANCE
These Terms & Conditions (“Terms”) govern the use of the Gowda Digital Marketing website and the purchase, engagement, provision and delivery of services offered by Gowda Digital Marketing (“GDM”, “we”, “us” or “our”).
GDM provides digital marketing, website development, application development, search engine optimisation, advertising management, social media management, branding, graphic design, creative production, content writing, business automation, hosting-related services and other digital and technology-related services.
These Terms apply to clients, prospective clients, website visitors and any person or organisation accessing or using our services, as relevant to their relationship with GDM.
By accepting a quotation, signing a proposal, paying an invoice, approving a project, confirming an engagement through email or an authorised messaging channel, or otherwise instructing GDM to commence work, you (“Client”, “you” or “your”) agree to the applicable Terms.
Where a separate signed agreement, accepted quotation, statement of work or service-specific agreement contains additional terms, those terms shall apply to the relevant engagement. In the event of a conflict, the following order of precedence shall apply unless the parties expressly agree otherwise in writing:
- A subsequently signed agreement expressly addressing the relevant issue.
- The applicable statement of work or accepted quotation, for project-specific scope, deliverables, pricing and timelines.
- Any applicable service-specific terms.
- These Terms.
- General descriptions or promotional content on the website.
No provision of these Terms excludes any mandatory rights or obligations imposed by applicable law.
2. DEFINITIONS
For the purposes of these Terms:
“Services” means any professional, technical, creative, consulting, marketing, advertising, development, hosting-related or other service provided by GDM.
“Project” means a defined assignment or engagement agreed between GDM and the Client.
“Deliverables” means the agreed outputs of a Project, including designs, graphics, websites, applications, code, content, campaign assets, reports, configurations, documents or other materials.
“Work Commencement” means the point at which GDM begins performing substantive work or incurs project-specific commitments after an engagement is accepted. This may include research, planning, strategy, onboarding, discovery, account setup, technical configuration, design, drafting, development, production, campaign preparation, resource allocation, third-party procurement or other activities within the agreed scope.
“Third-Party Costs” means expenses payable to external providers, including advertising platforms, hosting companies, domain registrars, software providers, stock asset libraries, payment processors, messaging services, app stores and other vendors.
“Business Day” means a working day in Bengaluru, Karnataka, India, excluding applicable public holidays.
“Written Approval” means an approval communicated through an agreed written channel, including email or an authorised business messaging channel, by a person authorised to represent the Client.
3. SERVICES PROVIDED BY GDM
Depending on the applicable quotation or agreement, GDM may provide the following services.
3.1 Website Development and Maintenance
Services may include website planning, UI/UX design, website development, responsive layouts, content integration, forms, analytics setup, integrations, testing, deployment assistance and agreed maintenance.
Unless expressly included, a website project does not automatically include unlimited revisions, future feature development, hosting, domain registration, premium software licences, recurring maintenance, content updates, cybersecurity monitoring or third-party subscription costs.
3.2 Mobile Application Development
Services may include application planning, UI/UX design, front-end and back-end development, database integration, authentication, APIs, payment integrations, testing, deployment assistance and agreed post-launch support.
App store approval, external API availability, third-party service charges and continued compatibility with future operating systems are not under GDM’s complete control.
3.3 Search Engine Optimisation
SEO services may include technical SEO, on-page optimisation, keyword research, content recommendations, local SEO, off-page activities, reporting and related optimisation work.
Search engine rankings, indexing, traffic, enquiries and conversions depend on numerous external factors. GDM does not guarantee a particular ranking, traffic level, lead volume or commercial outcome unless a specific commitment is expressly agreed in writing and is legally enforceable.
3.4 Paid Advertising
GDM may provide advertising strategy, campaign setup, creative development, audience planning, campaign management, optimisation and reporting.
Advertising platform expenditure is separate from GDM’s service fees unless a written agreement expressly states otherwise.
Campaign approval, delivery, costs, audience availability and performance remain subject to platform policies and market conditions.
3.5 Social Media Management
Services may include social media strategy, content calendars, post and story creation, reels, video editing, publishing, account management, community management and performance reporting.
The number of deliverables, platforms, revisions, publishing frequency and account responsibilities shall be determined by the applicable package or written agreement.
3.6 Creative, Branding and Content Services
Services may include logo design, brand identity, graphic design, video production, editing, photography coordination, website copy, blogs, advertising copy and other creative work.
The agreed number of concepts, revisions, formats, final files and source files shall be specified in the relevant proposal or agreement.
3.7 Hosting, Business Email and Technical Services
Hosting-related services, domain assistance, SSL configuration, business email, software integrations, maintenance and technical support shall be governed by the specific package or agreement.
Renewals, resource limits, usage limits, service availability, third-party licences and support obligations may vary by provider and package.
3.8 Automation and Other Digital Services
Automation, CRM integration, email marketing, messaging workflows, scheduling, lead management and other services shall be provided according to the agreed technical specifications, permissions and service scope.
GDM may decline or suspend a requested activity that is unlawful, technically infeasible, prohibited by a third-party platform or outside the agreed engagement.
4. QUOTATIONS, PROPOSALS AND ORDERS
4.1 Quotations and proposals shall describe the relevant services, prices, payment milestones, deliverables, estimated timelines and material exclusions to the extent applicable.
4.2 Unless otherwise stated, a quotation is valid for the period specified in it. If no validity period is stated, GDM may confirm whether the quotation remains available before accepting an order.
4.3 A quotation becomes an accepted engagement when the Client confirms acceptance through an authorised written channel, signs the relevant agreement, pays the required amount or otherwise authorises commencement.
4.4 GDM may request an advance payment, deposit, onboarding fee, setup fee, milestone payment or full advance payment before starting work.
4.5 Work shall commence when the applicable commercial requirements have been satisfied, the necessary information and access have been received, and GDM is reasonably able to begin.
4.6 Website descriptions, sample designs, demonstrations and verbal discussions are not substitutes for a written scope of work.
4.7 Any work not expressly included in the accepted scope may be treated as additional work and quoted separately.
5. PRICING, TAXES AND PAYMENT TERMS
5.1 The Client agrees to pay the service fees stated in the accepted quotation, invoice, package description or written agreement.
5.2 Unless expressly agreed otherwise, all prices are exclusive of applicable taxes, government levies, third-party charges and reimbursable expenses.
5.3 Applicable GST and other legally required taxes shall be charged in accordance with the law and the relevant invoice.
5.4 The payment schedule may include:
- A one-time setup or onboarding fee.
- An advance payment before work commences.
- Milestone-based payments.
- Monthly or annual recurring fees.
- Usage-based or per-unit charges.
- Third-party expenditure and approved expenses.
5.5 A payment shall be considered received when cleared funds are available to GDM through the agreed payment method.
5.6 The Client must make payments by the due date stated in the invoice or accepted agreement.
5.7 Unless otherwise agreed in writing, a recurring service fee is payable in advance for the relevant billing period.
5.8 A payment made for one Project shall not automatically be transferable to another Project, service, package or future billing period.
5.9 The Client may not unilaterally withhold undisputed payments because of unrelated complaints, delays in providing approvals, disappointing commercial results or disputes concerning another engagement.
5.10 Where a payment is overdue, GDM may issue a reminder, suspend work or access, withhold delivery, pause campaign management or take other lawful steps after giving any notice required under the applicable agreement or law.
5.11 Any contractual late-payment interest or recovery charge must be expressly agreed, reasonable and legally enforceable. GDM may seek lawful recovery of outstanding amounts and permitted recovery costs.
5.12 An invoice dispute must be raised promptly with sufficient detail to identify the disputed amount and reason. The Client remains responsible for paying any undisputed portion when due.
6. STRICT NO-REFUND POLICY AFTER WORK COMMENCES
6.1 General Rule
ALL PAYMENTS MADE TO GDM ARE NON-REFUNDABLE ONCE WORK HAS COMMENCED, SUBJECT TO APPLICABLE LAW.
The Client expressly acknowledges that GDM’s services involve professional time, planning, expertise, resource allocation, project scheduling, creative effort, technical work and, where applicable, third-party commitments.
Once Work Commencement has occurred, the Client shall not be entitled to a refund merely because the Client changes its mind, changes business priorities, becomes dissatisfied with its original decision to purchase the service, experiences a change in budget, delays the Project, decides not to use the Deliverables or no longer wishes to proceed.
This policy applies to all service categories, including but not limited to:
- Website design, development and maintenance.
- Mobile application design and development.
- SEO and local SEO.
- Google Ads and other paid advertising management.
- Social media management and content creation.
- Branding, graphic design and logo development.
- Video production, video editing and photography-related services.
- Content writing, copywriting and marketing materials.
- Automation, CRM, email, messaging and scheduling integrations.
- Hosting setup, domain-related services, business email and technical configuration.
- Consultancy, strategy, research, audits, onboarding and project setup.
- Any other service for which GDM has commenced work.
6.2 What Constitutes Commencement of Work
Work may be considered commenced when GDM performs one or more activities reasonably related to the accepted engagement, including:
- Conducting discovery, research, planning or strategy.
- Reviewing the Client’s existing website, brand, campaigns, systems or business requirements.
- Allocating personnel, reserving production time or undertaking project-specific scheduling.
- Creating concepts, wireframes, designs, copy, layouts, scripts or other preliminary materials.
- Commencing development, coding, configuration, integration, testing or implementation.
- Creating or configuring advertising campaigns, business profiles, social accounts, domains, hosting or software tools.
- Commencing content production, editing, publishing preparation or other creative activity.
- Purchasing or activating licences, subscriptions, assets, hosting, software or other project-specific resources.
- Undertaking onboarding, account setup, data preparation, technical discovery or other agreed preliminary work.
- Performing any other substantive task included in the accepted scope.
The Client acknowledges that professional work may begin before the first draft, design, campaign, website page, report or other visible Deliverable is shared.
6.3 Client Cancellation After Commencement
If the Client cancels, abandons, pauses indefinitely or instructs GDM to discontinue a Project after Work Commencement:
- Payments already made shall not be refundable merely because of the cancellation.
- The Client remains liable for fees and approved expenses already due under the agreed payment schedule.
- Any remaining contractual payment obligations shall be determined by the accepted agreement, the work performed, commitments already made and applicable law.
- Third-party costs and non-cancellable commitments properly incurred for the Project remain payable where contractually authorised and legally recoverable.
- GDM may stop further work and may withhold unpaid Deliverables or access to work product to the extent permitted by the agreement and applicable law.
Cancellation does not automatically erase amounts that have already become due.
6.4 No Refund for Partial Work or Unused Services
Where GDM has commenced an agreed Project or billing period, the Client cannot automatically demand a refund because:
- Only part of the work has been completed.
- The Client has not yet reviewed the work.
- A draft has not yet been delivered.
- The Client has not supplied required content, approvals or credentials.
- The Client has chosen not to publish or use the Deliverables.
- The Client has not received its expected number of leads, sales, views or conversions.
- The Client has changed its marketing strategy or discontinued the underlying business activity.
- The Client has not used an available service, consultation, revision or other included benefit.
The absence of a visible Deliverable does not, by itself, establish that no work has commenced.
6.5 Recurring Services
For monthly, quarterly, annual or other recurring services, fees cover the agreed service period, reserved capacity, included work and other obligations specified in the applicable package.
Once work for a billing period has commenced, the fee for that period is non-refundable, subject to applicable law and any express written refund commitment.
Cancellation of a recurring service does not automatically cancel amounts already due, third-party subscriptions or commitments separately authorised by the Client.
Future renewals may be stopped by providing the cancellation notice specified in the relevant agreement. Where no notice period is specified, the Client should request cancellation in writing before the next billing cycle and allow reasonable processing time.
A renewal already processed or a new service period already commenced shall be handled in accordance with the agreed renewal terms and applicable law.
6.6 Third-Party Payments
Amounts paid to advertising platforms, hosting companies, domain registrars, software providers, app stores, stock libraries, messaging services and other third parties are subject to the relevant provider’s terms.
GDM cannot guarantee a refund from a third-party provider.
Where GDM has paid or committed to pay an authorised third-party cost on the Client’s behalf, the Client remains responsible for that cost to the extent provided by the agreement and applicable law.
6.7 Exceptional Legal Remedies
Nothing in this policy excludes any refund, reimbursement, compensation or other remedy that GDM is legally required to provide.
If GDM expressly agrees in writing to a refund, credit, adjustment or other commercial resolution, that arrangement shall apply according to its stated conditions.
Any such exception must be authorised by GDM through an official written communication.
6.8 Acknowledgement
By accepting a quotation, making payment or instructing GDM to begin work, the Client acknowledges that the no-refund policy has been disclosed and accepts that commencement of work materially affects cancellation and refund eligibility.
The Client is encouraged to review the scope, deliverables, timeline, price, payment milestones and exclusions before authorising commencement.
7. CLIENT CANCELLATION BEFORE WORK COMMENCES
7.1 A request to cancel before any Work Commencement must be made in writing.
7.2 If GDM confirms that work has not commenced, GDM will review the cancellation according to the accepted agreement, any applicable cancellation terms and applicable law.
7.3 Any refund or deduction before commencement shall be determined by the agreed terms, including any expressly disclosed non-refundable setup fees, transaction charges, third-party costs or other legally recoverable amounts.
7.4 If project-specific commitments have already been made, the treatment of those costs shall depend on the agreement and applicable law, even if no visible Deliverable has been produced.
7.5 The Client should obtain written confirmation from GDM that a cancellation request has been accepted and that the engagement has been closed.
8. SCOPE OF WORK AND CHANGE REQUESTS
8.1 GDM is responsible for delivering the services expressly included in the accepted scope.
8.2 Requests that materially change the agreed features, specifications, number of deliverables, integrations, design direction, content requirements, platforms or functionality may be treated as change requests.
8.3 GDM may provide a separate quotation or revised timeline for additional work.
8.4 Additional work shall begin after the Client approves the applicable charges and requirements.
8.5 GDM is not required to perform unlimited additional work at the original quoted price.
8.6 If the Client changes previously approved requirements, any resulting rework, additional production, development, licensing or scheduling costs may be chargeable.
8.7 Any additional deliverables agreed through an authorised written communication shall form part of the Project scope.
8. SCOPE OF WORK AND CHANGE REQUESTS
8.1 GDM is responsible for delivering the services expressly included in the accepted scope.
8.2 Requests that materially change the agreed features, specifications, number of deliverables, integrations, design direction, content requirements, platforms or functionality may be treated as change requests.
8.3 GDM may provide a separate quotation or revised timeline for additional work.
8.4 Additional work shall begin after the Client approves the applicable charges and requirements.
8.5 GDM is not required to perform unlimited additional work at the original quoted price.
8.6 If the Client changes previously approved requirements, any resulting rework, additional production, development, licensing or scheduling costs may be chargeable.
8.7 Any additional deliverables agreed through an authorised written communication shall form part of the Project scope.
9. REVISIONS, APPROVALS AND ACCEPTANCE
9.1 The number and type of revisions included in a service shall be determined by the relevant quotation or package.
9.2 A revision means a reasonable modification to an existing Deliverable within the approved brief. A complete change in direction, replacement of approved concepts or introduction of new requirements may constitute additional work.
9.3 The Client must provide clear and consolidated feedback within a reasonable period or the specific period stated in the agreement.
9.4 GDM may require the Client to nominate one authorised decision-maker to consolidate feedback and provide approvals.
9.5 Client approvals, including approvals of designs, content, advertisements, website layouts, functionality and campaign settings, confirm the approved direction and may limit the need for further revisions to those elements.
9.6 The Client is responsible for reviewing names, contact details, prices, claims, product information, legal notices, links and other business information supplied for publication.
9.7 Where the Client delays approval or fails to provide feedback, the Project timeline may be extended.
9.8 Approval of a Deliverable does not waive any rights or remedies that cannot legally be waived.
10. CLIENT RESPONSIBILITIES
The Client agrees to:
- Provide accurate, complete and timely information.
- Supply required text, images, logos, videos, credentials, technical specifications and other materials.
- Obtain the permissions, licences and consents required for materials supplied to GDM.
- Provide timely access to relevant websites, advertising accounts, social media accounts, domains, hosting, analytics and third-party tools.
- Review work and provide approvals within the agreed timelines.
- Appoint an authorised contact for project communication and approvals.
- Pay invoices and approved expenses when due.
- Ensure that its products, services, advertisements, claims, prices, offers and business practices comply with applicable laws.
- Maintain appropriate control over its own accounts, credentials, business data and critical systems.
- Inform GDM of material changes in requirements, business details, legal restrictions or third-party permissions.
The Client is responsible for delays, rework and additional costs arising from incomplete information, inaccurate instructions, unavailable access or changes initiated by the Client, subject to GDM’s own contractual obligations.
11. PROJECT TIMELINES AND DELAYS
11.1 Timelines supplied by GDM are estimates unless a binding deadline is expressly agreed in writing.
11.2 Project schedules may depend on receipt of advance payments, materials, credentials, approvals, feedback and third-party decisions.
11.3 A delay caused by the Client or an external provider may extend the delivery timeline.
11.4 Where a Project is delayed because the Client has not supplied required materials or approvals, GDM may pause work and reschedule the Project based on available resources.
11.5 If a Project remains inactive for an extended period, GDM may notify the Client and propose a revised schedule, revised scope or project reactivation fee where permitted by the accepted agreement.
11.6 GDM will not treat its own avoidable failure to perform an agreed obligation as a Client-caused delay.
12. SERVICE-SPECIFIC CONDITIONS
12.1 SEO
SEO is an ongoing process and does not guarantee search rankings, indexing, leads, traffic or sales. The Client acknowledges that search engine algorithms and competitor activity may affect results.
12.2 Paid Advertising
The Client is responsible for providing accurate business claims, approved offers, required licences and other information necessary for lawful advertising.
Advertising spend is separate from agency fees unless otherwise agreed. Platform disapprovals, restrictions, policy changes and market conditions do not automatically entitle the Client to a refund of GDM’s earned service fees.
12.3 Social Media Management
The agreed number of posts, stories, reels, platforms and other deliverables shall be governed by the applicable package.
Content calendars, publishing dates and deliverable counts may be affected by delayed approvals, missing assets, platform outages or other circumstances described in the agreement.
12.4 Website Development
The Client must provide the required content, business details, credentials and feedback.
Hosting, domain registration, premium plugins, licences, maintenance and ongoing technical support are included only where expressly stated.
12.5 Application Development
Features, supported platforms, integrations, testing, deployment and post-launch maintenance shall be specified in the accepted scope.
New features, material specification changes and third-party requirements arising after approval may require additional fees.
12.6 Hosting and Business Email
Hosting resources, storage, bandwidth, email accounts, renewal terms, backup arrangements, support and uptime commitments shall be determined by the applicable package and provider.
Any advertised free or included service shall be interpreted according to its expressly stated duration, limits and conditions.
12.7 Branding and Creative Production
The included concepts, revisions, formats, delivery specifications and source files shall be stated in the applicable quotation.
Unused concepts, working files, editable source files and third-party assets are not automatically included in the final delivery.
12.8 Automation and Integrations
Automation depends on accurate inputs, permissions, third-party APIs and system availability. GDM is not responsible for failures caused solely by third-party systems or unauthorised changes outside its control.
12.9 Other Services
Any other service shall be governed by the agreed scope, fee, delivery conditions and applicable service-specific terms.
13. ADVERTISING BUDGETS AND THIRD-PARTY COSTS
13.1 Unless expressly agreed otherwise, GDM’s professional fees are separate from advertising spend and external vendor charges.
13.2 The Client authorises only those advertising budgets and third-party expenses approved through the agreed process.
13.3 The Client is responsible for ensuring that sufficient funds, payment methods and account permissions are available for approved campaigns.
13.4 Advertising platforms may charge the Client directly or charge an authorised payment method according to their own billing terms.
13.5 GDM is not responsible for independent platform billing decisions, tax calculations, account restrictions or provider pricing changes.
13.6 Third-party costs already incurred or committed with proper authorisation are not automatically refundable if the Client cancels the Project.
13.7 Any unused advertising balance held directly by a platform shall be governed by that platform’s rules and the account ownership arrangements.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 Each party retains ownership of intellectual property it owned before the engagement.
14.2 GDM may use its pre-existing tools, frameworks, processes, templates, reusable code, methods, know-how and general expertise when delivering services.
14.3 Unless otherwise agreed in writing, ownership of specifically commissioned final Deliverables that are legally transferable to the Client shall transfer to the Client only after full payment of all amounts due for the relevant Deliverables.
14.4 Before the applicable payment is completed, the Client may not commercially use, reproduce, distribute or exploit unpaid Deliverables without GDM’s written permission, except where such restriction is prohibited by law.
14.5 Third-party software, fonts, stock assets, plugins, libraries, themes, music, APIs and other licensed materials remain subject to their respective licence terms.
14.6 Open-source components remain subject to the applicable open-source licences.
14.7 Unless expressly included in the accepted scope, GDM is not required to provide editable source files, internal working files, unused concepts, reusable agency tools or proprietary development frameworks.
14.8 Where a Deliverable includes GDM-owned or third-party components that cannot legally be transferred, the Client receives only the licence or usage rights permitted by the relevant agreement and applicable licences.
14.9 GDM may not use confidential Client information or identifiable Client materials in a public portfolio where prohibited by contract, applicable law or a binding confidentiality obligation.
14.10 Any transfer or licence of intellectual property remains subject to mandatory legal requirements.
15. CONFIDENTIALITY
15.1 Each party shall use reasonable care to protect confidential information received from the other party in connection with an engagement.
15.2 Confidential information may include non-public business plans, customer information, credentials, technical information, commercial proposals, financial information and other information identified as confidential or reasonably understood to be confidential.
15.3 Confidential information may be used only for the relevant business purpose and may be disclosed to personnel, contractors or service providers who reasonably need it and are subject to appropriate confidentiality obligations.
15.4 Confidentiality obligations do not apply to information that is lawfully public, already lawfully known without restriction, independently developed or lawfully obtained from another source.
15.5 Disclosure may be made where legally required, provided any legally permissible notice requirements are observed.
15.6 Confidentiality obligations shall continue for the period specified in a separate agreement or, where appropriate, for as long as the information remains confidential under applicable law.
16. DATA PROTECTION AND INFORMATION SECURITY
16.1 Each party shall comply with the data protection and privacy obligations applicable to its activities.
16.2 The Client shall ensure that it has the necessary rights, permissions and lawful basis to provide personal data to GDM for the agreed services.
16.3 Where GDM processes personal data on behalf of the Client, the parties shall establish their respective roles, instructions, security responsibilities, retention requirements and other necessary arrangements.
16.4 GDM may use third-party service providers to deliver agreed services, subject to applicable contractual and legal requirements.
16.5 The Client must not provide unnecessary sensitive information, passwords or confidential personal data through unapproved communication channels.
16.6 Each party shall take reasonable security measures appropriate to its responsibilities and the nature of the information processed.
16.7 Neither party shall use personal data for purposes prohibited by applicable law or the relevant agreement.
16.8 Further details about website-related data processing are provided in GDM’s Privacy Policy.
17. THIRD-PARTY PLATFORMS AND SERVICES
17.1 GDM may work with third-party platforms, including search engines, social networks, hosting providers, domain registrars, payment gateways, software vendors, app stores and messaging providers.
17.2 The Client may be required to maintain its own account, accept third-party terms, pay provider charges and comply with provider-specific policies.
17.3 GDM does not control independent third-party decisions, platform outages, API changes, price changes, account restrictions or service discontinuation.
17.4 GDM shall perform its own agreed obligations with reasonable care, but shall not be responsible for losses caused solely by a third party’s independent act or omission where GDM is not legally responsible for that loss.
17.5 Nothing in this section removes any responsibility GDM has expressly accepted in writing or any liability imposed by applicable law.
18. WARRANTIES AND DISCLAIMERS
18.1 GDM shall perform its services in accordance with the accepted scope and applicable legal obligations.
18.2 Unless expressly agreed otherwise, GDM does not guarantee specific commercial results, search rankings, advertising approvals, revenue, lead volumes, customer acquisition costs or return on investment.
18.3 Estimates, projections, sample designs, demonstrations and case studies are illustrative unless expressly incorporated into the agreement as binding commitments.
18.4 The Client is responsible for the accuracy of business information and materials it supplies.
18.5 GDM does not warrant that any website, application, campaign or integration will remain free from every defect, interruption, security incident or third-party dependency.
18.6 Nothing in these Terms excludes any express warranty or mandatory consumer protection that applies by law.
19. INDEMNITY
To the extent permitted by applicable law, the Client shall be responsible for third-party claims, losses and reasonable costs arising from the Client’s unlawful conduct, infringement of third-party rights, unauthorised use of materials, materially false information or breach of the Client’s obligations.
This obligation applies only to the extent that the relevant claim or loss is attributable to the Client’s act, omission or breach.
The Client shall not be required to indemnify GDM for losses caused by GDM’s own negligence, breach of contract, unlawful conduct or other liability that cannot lawfully be transferred to the Client.
GDM shall provide reasonable notice of a claim where legally and practically possible and shall not agree to a settlement imposing liability on the Client without the Client’s consent, except where permitted by law or the relevant agreement.
20. LIMITATION OF LIABILITY
20.1 Each party remains responsible for its own contractual and legal obligations.
20.2 To the extent permitted by law, neither party shall be liable to the other for indirect or consequential losses that are not legally recoverable, including speculative loss of anticipated profits, opportunity or goodwill, subject to applicable law and the facts of the claim.
20.3 GDM shall not be responsible for losses caused solely by inaccurate Client instructions, unauthorised changes, the Client’s failure to maintain its own accounts or external events beyond GDM’s reasonable control, except to the extent GDM is legally responsible.
20.4 Any agreed monetary cap on liability must be expressly stated in the relevant service agreement and must be legally enforceable. No unstated monetary cap is created by these Terms.
20.5 Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, any liability that cannot legally be excluded or limited, or mandatory rights and remedies available to a consumer.
21. SUSPENSION OF SERVICES
GDM may suspend or pause the affected services, after providing reasonable notice where appropriate and legally required, if:
- An invoice remains overdue.
- The Client fails to provide necessary information, access or approvals.
- The Client requests unlawful or prohibited activity.
- Continued work would create a material security, legal or platform-policy risk.
- A necessary third-party service becomes unavailable.
- The Client materially breaches the accepted agreement.
GDM shall take reasonable steps to communicate the reason for suspension and any actions required to resume the services.
Suspension does not automatically cancel outstanding payment obligations or create a refund entitlement for work already commenced.
22. TERMINATION
22.1 Either party may terminate an engagement in accordance with the notice period and termination rights expressly set out in the applicable agreement.
22.2 Where no termination procedure is specified, a party may request termination in writing, subject to the agreement, applicable law and any reasonable opportunity to address a remediable material breach.
22.3 GDM may terminate or suspend an engagement where the Client materially breaches the agreement, requests unlawful activity or fails to remedy a material breach within a reasonable period after notice, where a cure period is appropriate.
22.4 Upon termination, the Client shall pay all amounts that have become due for work performed, authorised expenses and other contractual obligations, subject to applicable law.
22.5 Treatment of prepaid fees, future billing periods, work in progress, third-party commitments and Deliverables shall be determined by the no-refund provisions, the applicable agreement and mandatory legal requirements.
22.6 Upon payment of all applicable amounts, GDM shall provide the Deliverables required by the agreement, subject to any express exclusions and third-party licence restrictions.
22.7 Termination does not affect provisions intended to survive termination, including payment obligations, intellectual property, confidentiality, applicable liability provisions and dispute resolution.
23. FORCE MAJEURE
Neither party shall be liable for a delay or failure to perform an obligation to the extent caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome.
Such events may include natural disasters, major infrastructure failures, widespread network outages, war, civil unrest, government restrictions, public emergencies and other qualifying events under applicable law.
The affected party shall notify the other party within a reasonable time where practicable and take reasonable steps to reduce the impact.
Force majeure does not automatically cancel payment obligations that have already accrued or override mandatory legal remedies.
If the event materially prevents performance for an extended period, the parties shall discuss a reasonable adjustment, suspension or termination of the affected engagement.
24. ETHICAL AND LAWFUL USE
The Client shall not use GDM’s services to create or distribute unlawful content, infringing materials, deceptive advertisements, fraudulent campaigns, malicious software, unauthorised communications or other prohibited material.
The Client shall not instruct GDM to manipulate reviews, fabricate testimonials, impersonate individuals, misuse personal data or circumvent third-party security controls.
GDM may refuse, pause or terminate work that reasonably appears to violate applicable law, third-party policies or the accepted agreement, subject to the relevant contractual and legal requirements.
25. COMMUNICATIONS AND NOTICES
25.1 Project communications may take place through email, authorised messaging applications, project management tools or other channels agreed by the parties.
25.2 The Client must keep its contact details accurate and notify GDM of material changes.
25.3 Approvals, change requests and cancellation requests should be communicated in writing to the designated contact or official business address.
25.4 A message sent through an agreed channel may constitute written approval where it is attributable to an authorised representative and its meaning is reasonably clear.
25.5 Formal legal notices shall be delivered in accordance with the relevant agreement and applicable law.
25.6 GDM may retain appropriate business records of approvals, invoices, instructions and project communications, subject to applicable privacy and retention obligations.
26. COMPLAINTS AND DISPUTE RESOLUTION
26.1 A Client who has a concern about a service should submit a written complaint describing the issue, relevant Deliverable, invoice or Project and the resolution requested.
26.2 GDM and the Client shall attempt in good faith to resolve disputes through direct discussion.
26.3 Where appropriate, the parties may agree to mediation or another mutually acceptable dispute resolution process.
26.4 Nothing in these Terms prevents either party from approaching a competent court, consumer commission, regulator or other authority where permitted or required by law.
26.5 No dispute resolution provision shall remove mandatory consumer rights or prevent access to a forum that cannot lawfully be excluded.
27. GOVERNING LAW AND JURISDICTION
These Terms shall be governed by the laws of India, subject to mandatory laws applicable to the relevant transaction or Client.
Subject to applicable law and the jurisdiction of competent courts, disputes shall be brought before the competent courts in Bengaluru, Karnataka, India.
Where a separate signed agreement contains an enforceable dispute resolution or arbitration clause, that clause shall apply to the extent relevant and legally valid.
28. AMENDMENTS TO THESE TERMS
GDM may update these Terms to reflect changes in services, operations, technology, contractual practices or applicable law.
The current version shall be published on the website with an updated effective date.
For existing engagements, a material change shall not automatically override a signed agreement or retroactively remove accrued rights. Where necessary, amendments shall be communicated and accepted in the manner required by the applicable agreement and law.
29. SEVERABILITY
If any provision of these Terms is found invalid, unlawful or unenforceable by a competent authority, that provision shall be interpreted or limited to the minimum extent necessary where legally permissible.
The remaining provisions shall continue to apply to the extent that they remain valid and enforceable.
30. NO WAIVER
A failure or delay by either party in exercising a contractual right does not automatically waive that right.
Any waiver must be assessed in accordance with the applicable agreement and law. A waiver relating to one incident does not necessarily constitute a waiver of another incident.
31. ASSIGNMENT AND SUBCONTRACTING
The Client may not transfer its rights or obligations under a Project without GDM’s written consent, except where permitted by law or the applicable agreement.
GDM may engage employees, contractors and third-party providers to perform parts of the agreed services, while remaining responsible for the obligations it has accepted under the agreement and applicable law.
Any transfer of an engagement or subcontracting arrangement shall remain subject to confidentiality, intellectual property, data protection and other applicable obligations.
32. ENTIRE AGREEMENT
These Terms, together with the applicable quotation, proposal, statement of work, invoice, service-specific terms and other accepted contractual documents, constitute the agreement governing the relevant engagement to the extent described in those documents.
They supersede prior discussions on the same subject to the extent that those discussions have not been incorporated into the final agreement.
Any amendment to a specific engagement must be made in accordance with the applicable agreement and law.
33. CONTACT INFORMATION
For questions concerning these Terms, billing, service scope, cancellation requests or complaints, contact:
Gowda Digital Marketing (GDM)
Website: https://gowdadigital.marketing/
Business Address: [Insert verified legal business address]
Email: [Insert verified official business email]
Telephone: [Insert verified business contact number]
Please identify the relevant Project, invoice or service and provide sufficient details for GDM to review your request.
IMPORTANT NOTICE: NO-REFUND POLICY
By accepting a quotation, making payment or authorising GDM to commence work, the Client acknowledges that payments are non-refundable once work has commenced, subject to applicable law and any express written exception.
The policy applies to work already undertaken, including research, planning, onboarding, setup, design, development, content production, campaign preparation and other substantive project activities.
The policy does not remove any refund or other remedy that GDM is legally required to provide.
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