Terms of Service

Acceptance and eligibility

These Terms of Service (“Terms”) form a legally binding agreement between Midha Backers LLP (“Midha Backers”, “we”, “us” or “our”) and the individual or entity accessing our website or purchasing, requesting or using our Services (“Client”, “you” or “your”).

By using the website or Services, you represent that you are at least eighteen years old and legally capable of entering into a binding agreement. If you act for a company or other organisation, you represent that you have authority to bind that organisation.

If you do not agree with these Terms, you must not use our Services.

Definitions

Client Materials

Content, data, trademarks, credentials, audience lists, instructions and other materials supplied by or for the Client.

Deliverables

The final work product expressly identified as a deliverable in an applicable Proposal or Statement of Work.

Proposal

A quotation, order form, service proposal, campaign plan or similar document issued by Midha Backers.

Services

The services described in Section 3 and any related service agreed in writing.

Statement of Work

A document agreed by the parties describing scope, fees, milestones, assumptions, responsibilities and Deliverables.

Third-Party Platform

Any external platform, network, software, API, hosting provider, telecom operator or advertising service used with the Services.

Our services

Our Services may include:

• RCS, SMS, WhatsApp, email and other business communication solutions;
• digital marketing strategy, campaign planning and marketing automation;
• search, display, Meta, Google, YouTube and other paid-media advertising;
• social media strategy, content planning, production, publishing and account management;
• Google Business Profile setup, optimisation, reputation support and local-search services;
• website, landing-page, software and mobile-application design, development and maintenance;
• search-engine optimisation, analytics, reporting and conversion optimisation;
• creative, design, copywriting, consulting and related professional services.

The precise scope of any engagement will be stated in the relevant Proposal, order form or Statement of Work.

Proposals, scope and service engagements

A Proposal is valid only for the period stated in it. An engagement begins when the Client accepts the Proposal, signs the Statement of Work, provides written approval, makes the requested payment or otherwise instructs us to begin.

Each Statement of Work forms part of these Terms. If there is a conflict, the following order of precedence applies:

1. a signed master services agreement, if any;
2. the applicable Statement of Work or order form;
3. the applicable Proposal; and
4. these Terms.

Work outside the agreed scope may require a revised timeline, change order or additional fee. Estimates and timelines depend on timely Client approvals, access, information and cooperation.

Client responsibilities

The Client must:

• provide accurate, complete and timely information, materials, access and instructions;
• appoint an authorised contact capable of providing approvals and decisions;
• review Deliverables and provide consolidated feedback within the agreed review period;
• maintain secure credentials and promptly notify us of suspected unauthorised access;
• ensure that Client Materials and instructions are lawful, accurate and do not infringe third-party rights;
• obtain all permissions, licences, notices and consents required for campaigns, content, data and communications;
• comply with applicable laws, industry codes and Third-Party Platform policies.

Midha Backers is not responsible for delays, additional costs or performance issues caused by incomplete information, delayed approvals, unavailable access or other Client dependencies.

Commercial messaging and consent compliance

Where Services involve RCS, SMS, voice, WhatsApp, email or other direct communications, the Client is the sender and is responsible for the legal basis, purpose and audience of each communication unless expressly agreed otherwise in writing.

The Client must:

• send communications only to recipients for whom it has a valid legal basis, permission or consent;
• maintain complete, accurate and auditable consent records;
• honour opt-outs, revocations, preferences and suppression lists promptly;
• complete all required sender, principal entity, header, template, brand and telemarketer registrations;
• avoid spam, phishing, misleading content, prohibited categories and unlawful or unsolicited communications;
• comply with TRAI requirements, applicable codes of practice, telecom-operator requirements and channel-specific policies.

We may reject, pause or terminate a campaign that we reasonably believe violates law, consent requirements, platform policy, recipient preferences or these Terms.

Third-party platforms and advertising accounts

The Services may rely on Third-Party Platforms such as Google, Meta, YouTube, WhatsApp, telecom operators, cloud providers, hosting companies, app stores, payment gateways and analytics services.

Third-Party Platforms are governed by their own terms, policies, pricing, technical limits and approval processes. We do not control and are not responsible for:

• account suspension, rejection or restriction;
• policy, algorithm, API, pricing or feature changes;
• platform outages, reporting discrepancies or data delays;
• campaign disapproval or loss caused by Client content, history, account status or policy violations;
• the continued availability of any external integration or service.

Unless otherwise agreed, the Client owns and remains responsible for its advertising, analytics, social-media, domain, hosting and platform accounts. Advertising spend and third-party charges are separate from our professional fees.

Fees, taxes and payments

Fees, billing frequency, payment milestones and applicable expenses will be stated in the relevant Proposal or Statement of Work. Unless stated otherwise:

• fees are quoted exclusive of applicable taxes;
• invoices are payable by the due date shown on the invoice;
• retainers and prepaid service fees must be received before the applicable service period begins;
• advertising spend, media costs, hosting, domains, software, licences, telecom charges and third-party fees are additional;
• Client-approved expenses and out-of-scope work may be invoiced separately;
• undisputed overdue amounts may result in paused work, withheld Deliverables or suspended access.

Payments are non-refundable once the relevant work, reservation, subscription period, campaign or third-party commitment has begun, except where required by law or expressly stated in our Refund Policy.

Intellectual property

9.1 Midha Backers materials

We retain ownership of our pre-existing and independently developed methods, systems, software, templates, frameworks, know-how, processes, tools, libraries, reusable components and internal materials (“Background Materials”).

9.2 Client Materials

The Client retains ownership of Client Materials and grants us a limited, non-exclusive licence to use, reproduce, adapt and process them solely to provide the Services.

9.3 Final Deliverables

Subject to full payment of all applicable amounts, ownership of bespoke final Deliverables created specifically for the Client will transfer to the Client only to the extent stated in the applicable Statement of Work.

Background Materials and third-party materials embedded in a Deliverable are not transferred. The Client receives a non-exclusive licence to use them as incorporated into the paid Deliverable.

9.4 Portfolio use

Unless prohibited by a written confidentiality agreement, we may identify the Client and display publicly released Deliverables in our portfolio, credentials and award submissions. We will not disclose confidential campaign data or unpublished information.

Data protection, privacy and security

Each party must comply with applicable privacy and data-protection laws. Our processing of website-user information is described in our Privacy Policy .

Where we process personal data supplied by the Client solely to provide Services, the Client is responsible for determining the lawful purpose and basis of processing, providing required notices, obtaining valid consent where necessary and ensuring that its instructions comply with law.

We will apply reasonable administrative, organisational and technical safeguards appropriate to the nature of the information and Services. No internet transmission, platform or storage method can be guaranteed to be completely secure.

The Client must not provide sensitive, financial, health, authentication or other specially protected data unless its processing has been expressly agreed in writing and appropriate safeguards have been established.

Confidentiality

Each party must protect non-public information disclosed by the other party that is identified as confidential or should reasonably be understood as confidential.

Confidential information may be used only to perform or receive the Services and may be shared only with personnel, professional advisers and subcontractors who need access and are subject to confidentiality obligations.

These obligations do not apply to information that is publicly available without breach, already lawfully known, independently developed or lawfully obtained from another source. A party may disclose information when legally required, where permitted after giving reasonable notice to the other party.

Performance, results and service availability

We will perform the Services with reasonable skill and care. Marketing and technology outcomes depend on factors outside our control, including market conditions, competition, Client offers, budgets, audience response, platform algorithms, account history, website performance and third-party decisions.

Scheduled maintenance, security events, platform failures, telecom interruptions and circumstances beyond reasonable control may affect availability. Any service level applies only if expressly stated in a signed Statement of Work.

Suspension and termination

Either party may terminate an ongoing engagement according to the notice period stated in the applicable Statement of Work.

We may suspend or terminate Services immediately where reasonably necessary because of:

• overdue payment;
• illegal, fraudulent, abusive or misleading activity;
• spam, consent failure or messaging-policy violations;
• security risk or suspected unauthorised access;
• material breach that is not remedied within a reasonable time;
• a requirement imposed by law or a Third-Party Platform.

Upon termination, the Client must pay all fees, committed costs, completed work and non-cancellable third-party charges accrued up to the termination date. Rights intended to survive termination, including payment, confidentiality, intellectual property, liability, indemnity and dispute provisions, will continue.

Warranties and disclaimers

Each party warrants that it has authority to enter into these Terms. The Client warrants that Client Materials, instructions, data, audience lists, claims, products and campaigns comply with law and do not infringe third-party rights.

Except as expressly stated in these Terms or an applicable Statement of Work, the website and Services are provided on an “as available” basis. To the maximum extent permitted by law, we disclaim implied warranties of merchantability, fitness for a particular purpose, uninterrupted availability and non-infringement.

Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or data.

Midha Backers will not be liable for loss resulting from Client Materials, Client instructions, unauthorised account access, Third-Party Platforms, platform suspension, advertising spend, delayed approvals or circumstances beyond our reasonable control.

Our total aggregate liability arising from an applicable engagement will not exceed the professional fees actually paid to Midha Backers for that engagement during the six months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot lawfully be excluded or limited.

Indemnity

The Client will indemnify and hold harmless Midha Backers, its partners, personnel and subcontractors against third-party claims, penalties, costs and reasonable legal expenses arising from:

• Client Materials or Client-provided claims;
• the Client’s products, services, promotions or conduct;
• unlawful messaging, invalid consent, spam or failure to honour opt-outs;
• infringement of intellectual-property or privacy rights;
• the Client’s breach of law, platform policy, these Terms or an applicable Statement of Work.

Disputes, arbitration and governing law

These Terms are governed by the laws of India. Before commencing formal proceedings, the parties will attempt in good faith to resolve a dispute through written notice and commercial discussion for at least thirty days.

If the dispute is not resolved, it will be referred to arbitration by a sole arbitrator mutually appointed by the parties in accordance with the Arbitration and Conciliation Act, 1996. The arbitration will be conducted in English, and the seat and venue will be Panchkula, Haryana, India.

Courts with jurisdiction over Panchkula, Haryana will have exclusive jurisdiction for interim relief, enforcement and matters not capable of arbitration.

Nothing prevents either party from seeking urgent injunctive or protective relief for misuse of intellectual property, confidential information, data or systems.

General provisions

18.1 Force majeure

Neither party will be responsible for delay or failure caused by circumstances beyond reasonable control, including natural disasters, war, civil disturbance, epidemic, government action, telecom or internet failure, power interruption, cyberattack, labour disruption or Third-Party Platform outage.

18.2 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, fiduciary or agency relationship.

18.3 Subcontractors

We may use qualified employees, affiliates, vendors and subcontractors to perform portions of the Services while remaining responsible for our contractual obligations.

18.4 Assignment

The Client may not assign an engagement without our prior written consent. We may assign these Terms in connection with a restructuring, merger, acquisition, transfer of business or to an affiliate.

18.5 Notices

Contractual notices must be sent to the email or address stated in the applicable Statement of Work. Email notices are deemed received when delivery is confirmed and no failure notice is returned.

18.6 Severability and waiver

If any provision is held invalid or unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. Failure to enforce a right is not a waiver of that right.

18.7 Entire agreement

These Terms together with the applicable Proposal, Statement of Work, order form and referenced policies constitute the entire agreement regarding the applicable Services and replace prior discussions relating to that subject.

18.8 Changes to these Terms

We may update these Terms to reflect changes in Services, law, regulation or business practices. The updated version will be published with a revised effective date. Material changes affecting an active engagement will apply as permitted by the applicable agreement and law.

Contact information