Terms of Service

1. About these terms

These terms are an electronic record under the Information Technology Act, 2000 and form a binding agreement under the Indian Contract Act, 1872 between Frame Theory, Mumbai, Maharashtra, India (“Frame Theory”, “we”) and you or the business you represent (“Client”, “you”). If you sign a proposal, statement of work or services agreement with us, that document and these terms apply together. If they conflict, the signed document prevails for that engagement.

You confirm you are at least 18 and, if acting for a company, that you are authorised to bind it.

2. Our services

We provide marketing, SEO, paid media, social media, design, video and web services, and software such as Frame Theory OS. The scope, deliverables, timelines and fees for each engagement are set out in the proposal, quote or statement of work you accept (the “Scope”). Work outside the Scope, including extra revisions, additional channels or new deliverables, is chargeable and starts only once you approve a revised quote in writing, and email or a messaging app counts as writing.

Timelines are estimates and depend on you providing what we need on time (section 3).

3. Your responsibilities

• Give us accurate information, brand assets, content, and timely access to accounts, platforms and approvers.
• Review and approve deliverables promptly. Delays on your side may move timelines and billing.
• Make sure everything you give us (text, images, music, logos, customer data, claims about your product) is lawful, is yours to use, and does not infringe anyone’s rights.
• Ensure your products, claims and advertising comply with applicable law and regulator rules, including the Consumer Protection Act, 2019, the ASCI Code and, where relevant, the CCPA guidelines on misleading advertisements and endorsements. We may decline or pause work we reasonably believe is unlawful, misleading or harmful.
• Keep any login details you give us accurate and secure.

4. Ad spend & third-party platforms

Advertising budget (“ad spend”) is separate from our fees and is paid by you directly to the platform (such as Google or Meta) unless we agree otherwise in writing. Our fees are not a percentage of, and do not include, ad spend. Platforms may disapprove ads, suspend accounts or change policies and prices without notice. We are not responsible for these decisions or for charges levied by platforms, but we will help you respond to them. Use of third-party platforms is subject to their own terms.

5. Fees, GST & payment

• Fees are as stated in the Scope or on our invoice, in Indian rupees unless stated otherwise.
• Fees are exclusive of GST and any other applicable taxes, which are charged additionally at the rate in force. We issue GST-compliant invoices.
• If law requires you to deduct TDS, you must deduct only the correct amount, deposit it with the government on time, and give us the TDS certificate. Otherwise we may invoice you for the shortfall.
• Unless the Scope says otherwise, projects require an advance before work begins, and balances are due within 7 days of invoice. Monthly retainers are invoiced in advance and are due on the invoice date.
• Overdue amounts may attract interest at 1.5% per month (18% per annum) from the due date until payment. We may pause work and withhold or delay delivery of final files while any invoice is overdue.
• Online payments are processed by Razorpay or another payment provider. We do not store your card or bank details.
• Refunds and cancellations are handled under our Refund & Cancellation Policy.

6. Ownership & intellectual property

Your materials. You keep ownership of everything you provide to us. You grant us a limited licence to use it solely to deliver the services.

Our deliverables. Subject to full payment of all fees due for them, we assign to you the copyright and other rights in the final deliverables created specifically for you, for the whole world, for the full term of the rights, and for all media and uses. This assignment is made in writing as required by Section 19 of the Copyright Act, 1957. Until payment is received in full, you have only a limited, revocable licence to use the work.

What we keep. We retain ownership of our pre-existing tools, templates, frameworks, code libraries, methods, and Frame Theory OS, along with any ideas and know-how not specific to you. Where deliverables include them, you receive a non-exclusive, perpetual licence to use them as part of the deliverable. Third-party assets such as stock media, fonts and plugins stay subject to their own licences, and costs for them are borne by you unless included in the Scope.

Moral rights. Nothing here limits any non-waivable moral rights of individual creators under Section 57 of the Copyright Act, 1957, other than as the law permits.

Working files (such as raw project files, drafts and source layers) are not part of the deliverables unless the Scope says so.

7. Portfolio and case-study use

Unless you tell us otherwise in writing, we may show the finished work and non-confidential results from your engagement, along with your name and logo, in our portfolio, website, social channels and credentials. We will not disclose your confidential information or private figures without your approval. You may opt out at any time by emailing us, and we will stop new uses (we cannot recall material already published or distributed).

8. Confidentiality & data

Each party will keep the other’s non-public business information confidential and use it only for the engagement, except where disclosure is required by law or to advisers bound by confidentiality. This obligation survives for 3 years after the engagement ends, and longer for trade secrets. It does not cover information that is public, already known to the recipient, or independently developed.

Where we handle personal data for you, we do so as described in section 5 of our Privacy Policy and in line with the Digital Personal Data Protection Act, 2023. You remain responsible for having the right to share that data with us.

9. Client portal & Frame Theory OS

• Portal and software accounts are for the people you authorise. You are responsible for activity under your credentials and must tell us promptly of any unauthorised use.
• You may not copy, resell, reverse-engineer or attempt to disrupt or gain unauthorised access to the software or portal, or use it for unlawful content.
• You own the data you put into it. We may suspend access for non-payment, security risks or breach of these terms, and will give notice where reasonable.
• We aim for high availability but do not promise uninterrupted service. Planned maintenance and events outside our control can cause downtime.
• Subscription fees, billing cycles and cancellation are set out at sign-up and in our Refund & Cancellation Policy.

10. Term & termination

One-off projects run until delivery. Monthly retainers continue until ended. Either party may end a retainer by giving at least 30 days’ written notice. Either party may end an engagement immediately by written notice if the other materially breaches these terms and does not fix the breach within 7 days of being told, or becomes insolvent.

On termination you must pay for work done and costs incurred up to the termination date, plus any work in progress that has been approved. Sections on payment, ownership, confidentiality, liability and governing law survive termination.

11. Warranties & liability

We will perform the services with reasonable skill and care. Except as stated in these terms, the website, software and services are provided “as is”, and we disclaim all other warranties to the extent the law allows.

To the extent the law permits, we are not liable for indirect or consequential loss, loss of profit, revenue, business or goodwill, or for loss caused by third-party platforms, your instructions, content or claims you supplied, or events beyond our reasonable control. Our total liability arising from any engagement is limited to the fees you paid us for the services giving rise to the claim in the 3 months before the claim arose. Nothing in these terms excludes liability that cannot be excluded under Indian law, including for fraud.

You agree to indemnify us against third-party claims, losses and reasonable costs arising from content or materials you supply, your breach of these terms, or your unlawful advertising claims.

Neither party is liable for delay or failure caused by events beyond its reasonable control (force majeure), other than the obligation to pay amounts already due.

12. Governing law & disputes

These terms are governed by the laws of India. The parties will first try to resolve any dispute in good faith by discussion for 30 days. If it is not resolved, it will be referred to arbitration by a sole arbitrator appointed by mutual consent (or, failing agreement, in accordance with the Arbitration and Conciliation Act, 1996), seated in Mumbai, conducted in English, with the award final and binding. Subject to this, the courts at Mumbai have exclusive jurisdiction. Either party may seek urgent interim relief from a competent court. Any notice under these terms must be sent in writing to the email addresses on the engagement.

We may update these terms from time to time. The date above shows the latest version. Changes do not affect a signed Scope already in progress unless both parties agree, and continuing to use the site or services after an update means you accept it. If any part is found unenforceable, the rest stays in effect. These terms, with any signed Scope, are the whole agreement between us.

13. No guarantee of results

Marketing outcomes depend on factors we do not control, such as search-engine and ad-platform algorithms, competition, pricing, product quality, seasonality and your sales process. We apply professional skill and care and will report openly on performance, but we do not guarantee any particular ranking, traffic, lead volume, sales, return on ad spend or follower growth. Any figures we mention in discussions or case studies are illustrations of past work, not promises.

14. Contact

Frame Theory, Mumbai, Maharashtra, India
Email: contact@frame-theory.in · Phone: +91 90905 03838