General Terms and Conditions — Version 1.0 ("GTC 1.0")
These Terms and Conditions ("Agreement") are published on the official website of Cruzen Digital ("Cruzen", "Company", "We", "Us") (the "Website") and govern every person or entity ("Customer", "You") who accesses or browses the Website, places an order, checks the acceptance checkbox at checkout, or otherwise avails of the Services. BY ACCESSING OR USING THE WEBSITE, PLACING AN ORDER, OR OTHERWISE AVAILING THE SERVICES, THE CUSTOMER CONFIRMS THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT, INCLUDING ANY SCHEDULES OR ANNEXURES REFERENCED HEREIN, WITHOUT THE NEED FOR A SEPARATELY COUNTERSIGNED PHYSICAL OR DIGITAL COPY. If the Customer does not agree to this Agreement, the Customer must not access the Website or avail the Services. Wherever this Agreement refers to a Party "signing," "executing," or "agreeing in writing," that requirement is, for a Customer availing Services through the Website, satisfied by the acceptance mechanisms described in Clause 21(g) below.
In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:
A. "Agreement" means these Terms and Conditions as published on the Website, including any annexures, schedules (including Schedule I and Schedule II), or amendments issued by Cruzen from time to time in accordance with Clause 21(j).
B. "Services" means the digital marketing services, including but not limited to branding, advertising, lead generation, and any other services agreed upon between the Parties.
C. "Fees" means the amount payable by the Customer to the Service Provider for the Services rendered, as set forth in this Agreement or any applicable invoice.
D. "Confidential Information" means any non-public, proprietary, or sensitive information disclosed by one Party to the other in connection with this Agreement, including but not limited to business strategies, customer lists, pricing details, trade secrets, and marketing plans.
E. "Intellectual Property Rights" means all copyrights, trademarks, trade names, service marks, patents, trade secrets, and any other proprietary rights related to the Services provided under this Agreement.
F. "Effective Date" means, in relation to a Customer, the date on which such Customer accepts this Agreement in accordance with Clause 21(g) (whether by using the Website, placing an order, or checking the acceptance checkbox at checkout), on which date this Agreement comes into force as between Cruzen and that Customer.
G. "Term" means the duration for which this Agreement remains valid and enforceable as per the provisions herein.
H. "Third-Party Platforms" means any external digital platforms, tools, software, or services utilized by the Service Provider to execute E-Commerce services.
I. "Force Majeure" means any event beyond the reasonable control of either Party, including but not limited to natural disasters, government actions, strikes, cyberattacks, independent action of a Third-Party Platform as described in Clause 19(a)(v), or any other unforeseen circumstances preventing the fulfilment of obligations under this Agreement.
J. "Deliverables" means the reports, content, campaigns, or any other tangible or intangible outcomes produced by the Service Provider as part of the Services.
K. "Working Hours" means 10:00 AM to 6:00 PM IST, Monday to Friday, excluding Saturdays, Sundays, and public holidays declared by the Government of the National Capital Territory of Delhi.
L. "SOW" or "Schedule II" means the Engagement Parameters sheet annexed to this Agreement recording the client-specific commercial and technical parameters of the engagement.
Any other capitalized terms used but not defined in this Clause shall have the meanings assigned to them in the respective provisions of this Agreement.
A. Under this Agreement, Cruzen Digital ("Cruzen") shall provide the Customer with the Services described in Schedule I, in accordance with the service category (Duration-Based or Project-Based) selected in Schedule II. The services shall be rendered as per the selected plan chosen by the Customer from the available options.
B. Cruzen shall perform its obligations under this Agreement using commercially reasonable efforts and industry-standard practices. The Customer acknowledges that the success of the services also depends on various external factors, including but not limited to the accuracy of the information provided by the Customer, market conditions, and third-party platform-specific policies.
C. The Customer shall be responsible for providing all necessary information, access, permissions, and other materials required by Cruzen to perform the agreed services effectively. Any delay or failure on the part of the Customer in providing such information shall not entitle the Customer to seek a suspension, extension, or refund of the service duration.
D. The kick-off date, phase-wise delivery dates, and final delivery/go-live date applicable to this engagement are recorded in Schedule II. All such timelines shall run only from the date on which the Customer furnishes all inputs, access credentials, approvals, and materials required under Clause 5. Any delay by the Customer in furnishing the same shall extend the corresponding timeline on a day-for-day basis, and Cruzen shall not be in breach of this Agreement on account of such extension.
A. Cruzen shall provide the services in a professional manner and in accordance with the terms of this Agreement and Schedule I.
B. Cruzen shall not be responsible for any errors, inaccuracies, or discrepancies in the Customer's information and data provided for execution of the services.
C. Cruzen shall have the right to use third-party platforms, tools, and software to execute the services. The terms and conditions of such third-party platforms shall be binding on the Customer to the extent applicable to the services being rendered under this Agreement.
D. Cruzen shall not be liable for any comments, reviews, or opinions expressed by third-party users on any platform in relation to marketing content created as part of the services.
E. Cruzen shall be entitled to suspend or terminate its services in case of any breach of this Agreement by the Customer, including but not limited to non-payment of service fees, provision of inaccurate information, or violation of any applicable laws.
F. Upon availing the services under this Agreement, Cruzen shall perform only those activities expressly mentioned in Schedule I. As part of the scope, Cruzen shall facilitate the creation of necessary accounts and list the Customer's products on relevant third-party platforms, subject to the terms, policies, and approval processes of such platforms. The Customer acknowledges and agrees that the acceptance or rejection of such listings rests solely with the respective third-party platforms, and Cruzen shall not be held liable in any manner whatsoever in the event such listings are not approved or are subsequently removed or restricted by such third parties, provided Cruzen has performed its obligations under Schedule I.
G. Cruzen shall not be held responsible or required to indemnify the Customer in any manner against any commercial liabilities, commercial losses or claims in respect of generation of commercial profits, financial losses incurred in any manner, any account suspension not but limited to the marketplace, inventory loss or costs, any sales impact, listing suppressions, marketing overspend expenditure or any other damage incurred during the tenure of this contract.
A. The Customer warrants that it is the lawful, authorized holder of every marketplace, advertising, and platform account ("Accounts") to which it grants Cruzen access, and that such Accounts are, as of the Effective Date, in good standing and free of unresolved policy violations known to the Customer.
B. Credentials furnished to Cruzen shall be used solely for performing the Services and shall be handled by named custodians on Cruzen's team, with access revoked promptly upon termination or expiry of this Agreement.
C. The Customer shall not engage any other agency, freelancer, or individual to operate the same Account for overlapping services during the term, without prior written intimation to Cruzen.
D. Cruzen shall not be liable for suspension, deactivation, or penalty action taken by a platform arising from the Customer's pre-existing listings, account history, product legality, or policy violations that predate or are independent of Cruzen's engagement.
Mode of Communication: The Customer shall communicate with Cruzen's Account Management Team exclusively through the CRM/ticketing system, official corporate email for operational requests and execution of materials. Unscheduled continuous telephonic or video-call communication is discouraged save as expressly permitted in writing by Cruzen or as provided for under the Growth Call allowance in Schedule I.
Any instruction, approval, or sign-off communicated by the Customer over a call or WhatsApp shall be logged by Cruzen into the CRM/ticket record within twenty-four (24) Working Hours of receipt, and shall be treated as binding once so logged. Formal notices under Clause 21(f) must, however, be sent through the channels specified in that clause.
Response Time: Cruzen's Account Managers shall respond to CRM messages, active tickets, or official emails within forty-eight (48) Working Hours of receipt.
Reporting: Cruzen shall provide the Customer with a report once a month outlining the status, progress, work done and updates pertaining to the services rendered under this Agreement. These reports shall serve as the primary tool for tracking deliverables and performance under the scope of services.
Customer Responsibility: The Customer shall review and acknowledge such reports in a timely manner and raise any queries within the timelines set out in Clause 6.
A. The Customer shall be responsible for providing accurate, up-to-date, and complete information required by Cruzen for the execution of the services.
B. The Customer acknowledges that any failure or delay in providing the required information shall be governed by Clause 2(C) (day-for-day extension) and Clause 9(B) (deemed completion after 30 days' inactivity), and shall not otherwise entitle the Customer to suspend payment obligations.
C. The Customer shall be solely liable for any loss, liability, or damages arising from the inaccuracy or incorrectness of the information provided to Cruzen. Any changes or updates to such information must be communicated in writing, and Cruzen shall implement such changes prospectively.
D. The Customer understands that Cruzen does not control, influence, or moderate user reviews/comments posted on social media platforms or other third-party review sites and shall not hold Cruzen liable for any negative feedback or public opinions that is not attributable to Cruzen's own conduct.
E. Product Data Submission: The Customer shall be responsible for providing complete and accurate product data and listing details for each and every product intended to be marketed or listed under this Agreement. Such information shall be submitted in a single Excel sheet, strictly adhering to the format and structure provided by Cruzen. Failure to provide the data in the prescribed format may result in delays or the inability to perform the services, for which Cruzen shall bear no responsibility, subject to Clause 2(C).
F. Non-Disparagement: The Customer agrees that during the term of this Agreement and thereafter, they shall not publish, post, or communicate any defamatory, disparaging, or negative statements, whether oral or written, including on any social media, public forum, or review platform, which could reasonably be expected to harm the reputation, business interests, or goodwill of Cruzen. In the event of any breach of this clause, Cruzen shall have the right to immediately terminate this Agreement without any obligation to refund any consideration received and without prejudice to its right to pursue any other legal remedies available under law.
The Customer retains ownership of all materials it provides to Cruzen, including logos, product images, marketing content, and trademarks. Cruzen may use such materials strictly for performing the Services.
For website, UI/UX, or other custom-developed Deliverables under Category B (Project-Based) engagements, ownership of the source code, design files, and associated Deliverables shall assign to the Customer upon receipt by Cruzen of full payment for the corresponding milestone, in writing, in accordance with Section 19 of the Copyright Act, 1957. Until full payment is received, Cruzen retains ownership and grants the Customer a limited license to use the Deliverables solely for review purposes.
Themes, plugins, stock imagery, fonts, or other third-party licensed components incorporated into a Deliverable remain subject to their original license terms and are passed through to the Customer as-is; the Customer is responsible for any license renewal fees falling due after handover, unless Schedule I states otherwise.
Unless Schedule I records otherwise, domain registration and hosting accounts shall be created in the Customer's name, with credentials handed over to the Customer upon project completion or on written request.
The Company shall bear no responsibility, commercial liability, or legal exposure for subsequent technical disruptions, system downtime, security compromises, data corruptions, or plugin incompatibilities caused by the Customer's failure to maintain active third-party hosting allocations, security credential protection, or domain registration updates following project handover.
All pre-existing tools, frameworks, methodologies, templates, and know-how used or developed by Cruzen in rendering the Services remain Cruzen's exclusive property. The Customer acquires no rights therein except the limited use rights expressly granted under this Agreement.
The Customer hereby irrevocably and unconditionally grants to the Company, its affiliates, successors, assigns, employees, agents, contractors, representatives, and licensees, a perpetual, worldwide, transferable, license-free, non-exclusive, unrestricted, and royalty-free right to use, reproduce, publish, display, communicate to the public, distribute, adapt, modify, market, advertise, promote, archive, and otherwise commercially exploit, in any manner whatsoever, any work product, deliverables, campaigns, creatives, advertisements, branding materials, graphics, designs, videos, social media content, performance metrics, analytical data, screenshots, testimonials, case studies, results, strategies, concepts, or other materials created, developed, managed, or provided by the Company in connection with the services rendered to the Client ("Work Product"), including the Customer's trade name, business name, logo, trademark, service mark, brand identity, and publicly available business information, solely for the purposes of portfolio display, publicity, advertising, promotional activities, investor presentations, credentials, pitches, awards, publications, digital marketing, social media promotion, website display, internal records, and business development activities of the Company.
The Customer expressly acknowledges and agrees that the aforesaid rights shall vest automatically in favor of the Company upon commencement of services and may be exercised by the Company at any time, during or after the subsistence of this Agreement, without any requirement of prior notice, separate consent, approval, review, authorization, acknowledgment, or further documentation from the Client.
The Customer irrevocably waives any and all rights, claims, objections, or remedies, whether contractual, statutory, equitable, proprietary, intellectual property related, or otherwise, arising out of or in connection with the Company's use of the Work Product and associated materials as contemplated herein, including any claim relating to confidentiality (to the extent the information is publicly available or already used in campaigns), attribution, moral rights, reputational concerns, approval rights, usage restrictions, endorsement implications, compensation, royalties, license fees, revenue sharing, damages, injunction, or removal demands.
Nothing contained in this Agreement shall be construed to create any form of exclusivity, ownership transfer, restrictive covenant, restraint of trade, or limitation upon the Company's independent business activities. The Company shall remain fully entitled, without restriction or liability, to use its accumulated skill, experience, know-how, methodologies, frameworks, templates, concepts, strategies, ideas, designs, techniques, processes, and non-confidential learnings, and to provide identical or substantially similar services, directly or indirectly, to any existing or prospective client, including competitors of the Customer.
The rights, permissions, authorizations, waivers, protections, limitations, and immunities contained under this clause shall survive indefinitely and continue in full force and effect notwithstanding termination, expiration, suspension, cancellation, rescission, completion, non-renewal, dispute, insolvency, winding up, or cessation of business of either Party.
A. Resource-Hour Pool: The Services are subject to the monthly resource-hour cap recorded in Schedule II. Cruzen shall maintain a contemporaneous log of hours utilized and share it with the Customer on a monthly basis. Scheduled calls beyond two (2) per month of thirty (30) minutes each, and any unscheduled long-form calls or extensive consultation requested by the Customer, shall be logged and deducted minute-for-minute from the pool; routine minor ticket acknowledgments shall not count against the hour pool. However, any written technical query or strategic consultation text submitted via the CRM that requires more than fifteen (15) continuous minutes of evaluations, advisory composition, or custom responses from a company representative shall be tracked and deducted, minute-for-minute, directly from the Customer's monthly resource-hour cap.
B. Revisions: Cruzen shall provide up to two (2) rounds of revision per milestone or deliverable phase without additional charge. Further revisions, or changes outside the scope approved in the relevant brief or wireframe, shall be billed at the rate specified in Schedule I or Schedule II.
C. Deemed Acceptance: A milestone or Deliverable shall be deemed accepted if the Customer does not raise a specific, written objection within five (5) working days of Cruzen's delivery notice. Payment corresponding to a deemed-accepted milestone becomes due in accordance with Schedule II.
For all Project-Based deliverables (including but not limited to Website Development and Tech Infrastructure Deployment):
(i) Upon staging deployment or live server configurations, the Company shall issue an electronic Completion Notice to the Customer via CRM or email.
(ii) The Customer shall have a strict window of five (5) working days from the date of the Completion Notice to test the deliverables and submit a unified written punch-list of technical errors or functional non-conformities.
(iii) If the Customer fails to submit a written technical punch-list within the five (5) working day window, OR if the Customer actively deploys the website, code, or technical assets for public traffic, external marketing, or commercial transactions, the project shall be legally designated as "100% Deemed Completed and Accepted". All remaining milestone fees recorded under Schedule II shall become instantaneously due and payable without requiring separate manual sign-off or physical acknowledgment from the Customer.
D. Training Exclusion: This Agreement is a technical execution engagement. Cruzen is not obliged to provide instructional training, algorithmic tutoring, or general business consulting to the Customer's personnel; such training may be purchased separately if offered by Cruzen.
A. The Customer shall provide timely and complete inputs, data, materials, access credentials, and approvals reasonably required for Cruzen to perform the Services.
B. If the Customer fails to provide required inputs or approvals within thirty (30) calendar days of a written request, despite at least one reminder from Cruzen, the engagement (or the specific milestone awaiting such inputs) shall shift to a "Suspended Phase". Cruzen may charge a holding fee, capped in aggregate at ten per cent (10%) of the monthly contract value or two (2) weeks' pro-rata value (whichever is lower), for the period of suspension attributable to the Customer's inaction, provided Cruzen has given the Customer at least seven (7) days' written notice and an opportunity to cure before any holding fee accrues. In lieu of the holding fee, the Customer may elect to extend the engagement end-date by the period of suspension.
C. If the inaction continues for the balance of the engagement term despite the notice at (B), the fee attributable to the Deliverables actually completed by Cruzen up to the date of suspension shall stand earned; this does not, by itself, extinguish any refund otherwise due under Clause 11 for Deliverables not commenced.
This Clause shall survive termination or expiry of this Agreement.
A. Fees are chargeable as recorded in Schedule II, exclusive of applicable GST, which shall be charged in addition at the rate prevailing under law.
B. For Duration-Based plans, the retainer is payable in advance by the date specified in Schedule II each month, for a maximum term of one (1) year unless renewed. Either Party may discontinue renewal by giving thirty (30) days' prior written notice. The retainer for a month in which Services have commenced is non-refundable for that month, subject strictly to the 3-day cooling-off partial amortization conditions explicitly set forth under Clause 11(B).
C. Advertising or platform spend is separate from Cruzen's management fee, is borne directly by the Customer or reimbursed to Cruzen at actuals, and does not form part of the Fees.
D. Payments delayed beyond the due date shall attract interest at eighteen per cent (18%) per annum, calculated on a daily basis, or such lower rate as may be prescribed by law. Payment gateway charges, if any, shall be borne by the Customer.
E. Where tax is deductible at source, the Customer shall furnish the applicable TDS certificate within the statutory timeline.
F. Failure to make advance or milestone payment entitles Cruzen to restrict, suspend, or deactivate the Services until payment is received, on seven (7) days' prior written notice.
Clauses 11, 12 and 20 of this Agreement — the Cancellation & Refund Policy, the Cure Period & Rectification framework, and the Governing Law, Grievance Redressal & Dispute Resolution provisions — are published as standalone documents, incorporated herein by reference: Cancellation & Refund Policy and Grievance Policy & Dispute Resolution.
A. Subject to the other provisions of this Agreement, the terms and conditions stated in this Agreement shall be kept confidential by the Parties and shall not be disclosed by either Party to any third party before or after the execution of this Agreement and after the expiry or termination thereof.
B. Any data shared by either Party to this Agreement with the other Party shall be kept confidential by such other Party and shall not be used or disclosed by such Party except for the purpose of fulfilling its obligations under this Agreement or except where disclosure of such data is mandated by law.
C. The obligations contained in Clause 13 (Confidentiality) shall survive the termination/expiry of this Agreement and shall also be subject to any disclosure requirements imposed by law.
A. Client-Provided Content: The Customer shall retain ownership of all materials provided to Cruzen, including but not limited to logos, product images, marketing content, and slogans. Cruzen shall have the right to use such materials strictly for the purpose of rendering services under this Agreement and in accordance with the agreed-upon terms.
B. Cruzen's Proprietary Rights: All intellectual property rights in any materials, methodologies, software, tools, strategies, or processes developed or provided by Cruzen in connection with the services under this Agreement shall remain the exclusive property of Cruzen. The Customer shall not acquire any ownership or license rights over such intellectual property, except as expressly provided in this Agreement.
C. Survival of Rights and Obligations: The rights and obligations contained in this Clause 14 (Intellectual Property) shall survive the termination or expiry of this Agreement.
A. The Customer expressly acknowledges and agrees that Cruzen does not provide any guarantee, assurance, or warranty, express or implied, with respect to any specific results, including but not limited to profits, return on investment (ROI), number or volume of orders, revenue generation, or any other form of commercial success arising from the services rendered under this Agreement.
B. Cruzen shall not be held liable or responsible in any manner whatsoever for any direct or indirect losses, damages, or claims arising from the performance or non-performance of the services, or from any business outcomes that may or may not result from such services.
C. Cruzen undertakes to perform its obligations in a diligent and professional manner and shall make commercially reasonable efforts to deliver the services outlined in this Agreement. However, all results remain subject to market conditions, platform policies, consumer behavior, and other external factors beyond the control of Cruzen.
A. Mutual Non-Solicitation: During the term of this Agreement and for a period of twelve (12) months following its expiry or termination, howsoever arising, neither Party shall, directly or indirectly, solicit for employment, induce, recruit, or engage as an employee, consultant, or independent contractor, any person who is or was an employee, contractor, or dedicated technical, creative, or account-management resource of the other Party and who was directly and materially engaged in the performance or receipt of the Services under this Agreement, without the prior written consent of the other Party.
B. Exclusions: This Clause shall not apply to (i) general, non-targeted recruitment advertisements, job postings, or campus/placement hiring not specifically directed at the other Party's personnel; or (ii) any individual who approaches a Party on their own initiative, without any prior solicitation by that Party, more than six (6) months after ceasing to be engaged by the other Party.
C. Compensation for Breach: Where either Party breaches this Clause, the breaching Party shall pay to the aggrieved Party, as genuine pre-estimated compensation under Section 74 of the Indian Contract Act, 1872 and not by way of penalty, a sum equal to the documented, reasonable cost of recruiting, hiring, and onboarding a replacement resource of comparable seniority and function, upon production of supporting invoices or records by the aggrieved Party.
D. Reasonableness and Reading Down: The Parties acknowledge that the restrictions in this Clause are limited to solicitation of personnel as between the Parties, are reasonable in scope and duration having regard to the legitimate business interests of the Parties, and do not restrain any individual employee's or contractor's own right to seek or accept employment or engagement. If a court or tribunal of competent jurisdiction holds any part of this Clause to be unreasonable or unenforceable, it shall be read down to the minimum extent necessary to render it enforceable, without affecting the remainder of this Clause or this Agreement.
E. Survival: The obligations under this Clause shall survive the termination or expiry of this Agreement for the period stated in sub-clause A above.
A. Contractual Term and Lifecycle: This Agreement shall govern operations based on the classification selected under Schedule II:
(a) For Duration-Based Engagements: This Agreement shall stand active for the specific multi-month contract tenure selected, validated, and recorded under the explicit parameters of Schedule II (Engagement Parameters), and shall automatically renew on a rolling cycle under identical commercial milestones unless discontinued via written notice thirty (30) days prior to the expiration of the active cycle.
(b) For Project-Based Engagements: This Agreement shall remain active, fully enforceable, and legally binding from the Effective Date until all development milestones are finalized, live handovers are completed, and all outstanding commercial dues are paid in full to the Company as per Schedule II.
B. Termination by the Customer: The Customer may terminate this Agreement at any time by providing a written notice to Cruzen. Such termination shall become effective only upon written acknowledgment from Cruzen. Upon termination by the Customer:
I. The Customer shall not be entitled to any refund of the consideration already paid to Cruzen under this Agreement.
II. The Customer shall remain liable to clear any outstanding dues owed to Cruzen.
C. Termination by Cruzen: Cruzen shall have the right to terminate this Agreement with immediate effect in any of the following circumstances:
i. If the Customer breaches any provision of this Agreement, including but not limited to the confidentiality obligations.
ii. If a significant number of complaints, negative reviews, or reports are received by Cruzen from influencers or any platform where the Customer's services/products are being promoted under this Agreement.
iii. Cruzen shall have the right to terminate this Agreement with immediate effect if the Customer, or any person acting on behalf of the Customer, engages in any form of misconduct, including but not limited to the use of abusive, offensive, or threatening language or behavior towards any representative, employee, agent, or affiliate of Cruzen. Such conduct shall be deemed a material breach of this Agreement, and upon such termination, the Customer shall not be entitled to any refund of consideration paid and shall remain liable for any dues payable up to the date of termination.
iv. If, in Cruzen's sole discretion, the continuation of services to the Customer is deemed detrimental or potentially harmful to the reputation, business interests, or goodwill of Cruzen.
D. Consequences of Termination: Upon termination by Cruzen:
i. The Customer shall not be entitled to any refund of the consideration already paid under this Agreement.
ii. Cruzen shall have the right to discontinue all marketing, promotional, or other services related to the Customer's E-Commerce package/plan.
iii. Cruzen shall not be liable for any losses, damages, or claims arising from the termination of services under this Agreement.
E. Exit Handover: Within fifteen (15) Business Days of the effective date of termination or expiry of this Agreement, howsoever arising, Cruzen shall hand over to the Customer, in a commonly usable electronic format:
(i) catalogue and listing data created for the Customer's Accounts;
(ii) live creative assets and A+/enhanced content files;
(iii) campaign structures and configurations created under the Services; and
(iv) a final reconciliation statement of any Advertising Spend or pre-funded media balances held on the Customer's behalf. Cruzen may withhold such handover solely to the extent of undisputed Fees that remain due and unpaid as of the date of termination, and shall release the withheld materials promptly upon receipt of such outstanding payment. This sub-clause is without prejudice to, and does not revive, override, or create, any right to a refund of Fees otherwise excluded under Clause 11 or Clause 17(B) of this Agreement.
The Parties hereby represent and warrant that:
a. They have full power, authority, and legal capacity to enter into and perform their obligations under this Agreement.
b. They are not subject to any legal, contractual, or other restrictions, disabilities, or prohibitions that would prevent them from fulfilling their obligations under this Agreement, nor have they entered into or shall enter into any agreements that would conflict with or violate the terms of this Agreement.
c. There are no ongoing or threatened litigations, arbitrations, or administrative proceedings that could challenge or adversely affect the validity, enforceability, or performance of this Agreement.
d. They have obtained or shall obtain, in a timely manner, all necessary approvals, consents, licenses, exemptions, filings, and authorizations, whether official or otherwise, required to ensure the validity, performance, and enforceability of this Agreement and all transactions contemplated herein.
a. Cruzen shall not be held liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to:
i. Acts of God, such as floods, earthquakes, fires, or other natural disasters;
ii. Epidemics, pandemics, or public health emergencies;
iii. Acts of governmental authorities, including changes in law, regulations, or restrictions;
iv. War, riots, civil disturbances, acts of terrorism, or any other similar events; and
v. Any unexpected, unilateral, or systemic action of a Third-Party Platform (as defined in Clause 1(H)), including but not limited to Amazon, Flipkart, Blinkit, Zepto, Meta Platforms, Google LLC, YouTube, LinkedIn, and any hosting, domain, or payment-gateway provider, comprising service disruption, downtime, API alteration, ad account suspension, merchant or seller profile deactivation, listing or brand-registry denial, algorithmic alteration, domain suppression, or unilateral policy change, where such action arises from the independent conduct of the Third-Party Platform and is not attributable to Cruzen's own act, omission, or default.
b. In the event of a force majeure situation, including one arising under sub-clause (a)(v) above, Cruzen shall promptly notify the Customer and take all reasonable steps to mitigate the effects of such an event. The obligations of Cruzen under this Agreement shall be suspended for the duration of the force majeure event, and Cruzen shall not be liable for any loss, damage, delay, drop in performance metrics, loss of traffic, or organic-ranking degradation arising due to such suspension or due to the underlying Third-Party Platform action.
Clause 20 — Governing Law, Grievance Redressal Mechanism, Dispute Resolution and Exclusive Jurisdiction — is published as a standalone document, incorporated herein by reference: Grievance Policy & Dispute Resolution.
a. Assignment: The Customer shall not assign, transfer, or delegate any of its rights or obligations under this Agreement to any third party without the prior written consent of Cruzen. Any unauthorized assignment shall be deemed null and void.
b. Independent Contractors: The Parties acknowledge that they are independent contractors, and nothing in this Agreement shall be construed to create a joint venture, partnership, employment, or agency relationship between them. Neither Party shall have the authority to bind the other or incur obligations on behalf of the other without prior written consent.
c. Entire Agreement: This Agreement, along with its schedules, annexures, and any documents expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior agreements, representations, negotiations, or understandings, whether oral or written.
d. Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be valid unless it is in writing and duly executed by authorized representatives of both Parties.
e. Waiver: The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision, nor shall it affect the right of such Party to enforce such provision in the future. Any waiver shall only be effective if made in writing and signed by the Party granting the waiver.
f. Notices: Formal notices under this Agreement shall be sent in writing to the registered address or registered email of the receiving Party as recorded in Schedule II, and shall be deemed served on actual receipt or, if sent by email, on the next business day.
g. Electronic Acceptance: This Agreement is presented to the Customer on the Website and is accepted electronically. The Customer becomes bound by this Agreement, without any further act, when the Customer does any one of the following: (i) checks the acceptance checkbox or clicks "I Agree" (or a similarly worded control) at checkout or sign-up on the Website; (ii) communicates acceptance by email from the Customer's SPOC registered email address, or via any other click-to-accept acknowledgment referencing this Agreement; or (iii) proceeds to place an order for, or otherwise avail of, the Services after being shown or directed to this Agreement. Where the Customer accepts by validating the online checkbox interface at checkout, the Customer thereby confirms that this Agreement is executed at New Delhi, India, and the Company's backend systems shall capture and store a verification record comprising the Customer's Account ID, registered corporate email, the applicable Statement of Work (SOW) identifier, the Customer's public IP address, and the network timestamp (IST) of acceptance; this record shall constitute the Customer's electronic signature for the purposes of Section 10A of the Information Technology Act, 2000.
h. Language and Understanding: The Customer confirms that it has read and understood this Agreement in English and, where the Customer's authorized representative is more comfortable in Hindi, that a Hindi-language explanation of the material terms was offered and, if requested, provided, prior to acceptance of this Agreement.
i. Severability: If a court or consumer forum of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions shall continue in full force, and the Parties shall negotiate in good faith a valid replacement provision that achieves a similar commercial intent.
j. Version Control and Right to Amend: This Agreement is issued as General Terms and Conditions Version 1.0 ("GTC 1.0"), and the Customer acknowledges having read, understood, and accepted this specific version. The Company reserves the right to formulate, revise, or supersede these General Terms and Conditions from time to time, including pursuant to internal review, evolving business practices, or changes in applicable law, and to issue subsequent numbered versions. Any such revised General Terms and Conditions shall
(i) be reduced to writing, version-numbered, and published or communicated to the Customer together with the applicable effective date;
(ii) apply prospectively from the stated effective date only, and shall not retrospectively alter fees already earned, Deliverables already accepted, or rights already accrued under this GTC 1.0;
(iii) be notified to the Customer with reasonable prior written notice of not less than thirty (30) calendar days before becoming effective, save where a shorter period is mandated by law;
(iv) be consistent with, and shall not derogate from, applicable Indian statutory law, including the Indian Contract Act, 1872, the Consumer Protection Act, 2019 (including the rules against unfair contract terms made thereunder), and the Information Technology Act, 2000; and
(v) not be applied in a manner that is arbitrary, discriminatory, or contrary to the legitimate expectations created under this Agreement. Continued availment of the Services after the stated effective date of a revised version shall constitute the Customer's acceptance of that version; where the Customer does not accept a revised version, the Customer's remedy shall be to discontinue future engagements in accordance with Clause 17, without prejudice to obligations, fees, and rights already accrued under these terms and conditions.
Related documents forming part of this Agreement: Cancellation & Refund Policy · Grievance Policy & Dispute Resolution · Privacy Policy.