Effective Date: 08 June 2025
Parties:
1. Madras Marketing, a Sole Proprietorship having its principal place of business at 4/7, Sowrashtra Nagar 2nd Street, Choolaimedu, Chennai, Tamil Nadu, 600094 (hereinafter referred to as the “Agency”, “We”, “Us”, or “Our”).
2. The Client, as identified in the corresponding Service Agreement or Scope of Work (hereinafter referred to as the “Client”, “You”, or “Your”).
PREAMBLE
This Master Services Agreement (“Agreement”) sets forth the general terms and conditions that govern the provision of all digital marketing and related services by the Agency to the Client. The specific services, deliverables, timelines, and fees will be detailed in one or more separate “Service Agreement(s)” or “Scope(s) of Work” (each, an “SOW”), which, upon execution by both parties, shall be incorporated herein by reference. In the event of any conflict between the terms of this Agreement and an SOW, the terms of the SOW shall prevail solely with respect to that specific SOW.
BY EXECUTING AN SOW THAT REFERENCES THIS AGREEMENT, OR BY OTHERWISE ENGAGING THE AGENCY FOR SERVICES, THE CLIENT ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS CONTAINED HEREIN.
1. DEFINITIONS
1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.2. “Agency IP” means all Intellectual Property Rights owned by or licensed to the Agency prior to the commencement of the Services or developed by the Agency independently of this Agreement.
1.3. “Client Content” means all text, graphics, logos, trademarks, data, and other materials provided by the Client to the Agency for use in connection with the Services.
1.4. “Confidential Information” has the meaning ascribed to it in Clause 7.
1.5. “Deliverables” means the specific outputs, such as reports, creative assets, ad copy, or developed website code, to be provided by the Agency to the Client as specified in an SOW.
1.6. “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trademarks, service marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.7. “Services” means the digital marketing services, including but not limited to performance marketing, website development, and graphic design, to be provided by the Agency as described in an applicable SOW.
2. SCOPE OF SERVICES
2.1. The Agency shall perform the Services and provide the Deliverables as described in the applicable SOW with reasonable skill, care, and diligence, in accordance with industry best practices.
2.2. Any changes, additions, or modifications to the scope of Services in an SOW must be agreed upon in writing by both parties through a formal Change Order, which may result in adjustments to the fees and timelines. The Agency shall not be obligated to perform any services outside the agreed-upon scope without a duly executed Change Order.
3. CLIENT OBLIGATIONS AND COVENANTS
3.1. Cooperation and Provision of Materials: The Client shall cooperate with the Agency in all matters relating to the Services and provide, in a timely manner, all Client Content, data, and access to necessary platforms (e.g., website backend, ad accounts, analytics tools) as reasonably required by the Agency. The Client is solely responsible for the accuracy, legality, and completeness of all Client Content.
3.2. Approvals and Feedback: The Client shall respond to the Agency’s requests for approvals, feedback, or information within a reasonable timeframe, as may be specified in the SOW. Any delays on the Client’s part may result in a corresponding delay in the performance of the Services, for which the Agency shall not be held liable.
3.3. Warranties of Client: The Client represents and warrants that: (a) it has the full right, power, and authority to enter into this Agreement and to grant the rights specified herein; (b) the Client Content does not and will not infringe upon the Intellectual Property Rights or any other rights of any third party; (c) the Client’s business, products, and services are in full compliance with all applicable laws and regulations of India and any other jurisdiction in which it operates or to which the Services are directed.
3.4. Platform Adherence: The Client acknowledges that Services related to third-party platforms (e.g., Google Ads, Meta Ads) are subject to the terms and conditions of those platforms. The Client agrees to adhere to all such terms. The Agency shall not be liable for any action taken by a third-party platform, including the suspension or termination of the Client’s accounts.
4. FEES, INVOICING, AND PAYMENT
4.1. Fees and Expenses: The Client shall pay the Agency the fees as specified in the applicable SOW. Unless otherwise stated, all fees are exclusive of Goods and Services Tax (GST) and other applicable taxes, which shall be added to the invoice and borne by the Client. The Client shall also reimburse the Agency for all pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services.
4.2. Ad Spend: The Client is solely responsible for all third-party advertising spend. The Client shall either pay these costs directly to the third-party platform or provide the Agency with funds in advance to manage on its behalf, as detailed in the SOW.
4.3. Invoicing: The Agency shall invoice the Client in accordance with the schedule set forth in the SOW. All invoices are due and payable within fifteen (15) days of the invoice date (“Due Date”).
4.4. Late Payments: Any fees not paid by the Due Date shall be subject to an interest charge of 1.5% per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. The Agency may, at its discretion, suspend all Services until the outstanding balance, including interest, is paid in full.
4.5. Payment Disputes: Any dispute regarding an invoice must be communicated to the Agency in writing within seven (7) days of the invoice date. The Client agrees to pay the undisputed portion of the invoice by the Due Date.
4.6. Recurring Payments: Should the Client enroll in an automatic or recurring payment plan, the Client hereby authorizes the Agency or its third-party payment processor to charge the designated payment method on the agreed-upon billing cycle. It is the Client’s responsibility to maintain valid payment information on file.
5. INTELLECTUAL PROPERTY RIGHTS
5.1. Client Content and IP: The Client shall retain all right, title, and interest in and to its pre-existing Intellectual Property Rights and the Client Content. The Client grants the Agency a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and display the Client Content solely for the purpose of performing the Services.
5.2. Agency IP: The Agency shall retain all right, title, and interest in and to the Agency IP, including its proprietary software, tools, methodologies, and know-how used in the provision of the Services.
5.3. Ownership of Deliverables: Upon the Client’s full and final payment of all fees due under the applicable SOW, the Agency shall assign to the Client all right, title, and interest in and to the final, approved Deliverables. Notwithstanding the foregoing, the Agency retains all rights to the underlying Agency IP used to create the Deliverables.
5.4. Portfolio Rights: The Agency shall have the right to use the Client’s name, logo, and a general description of the Services provided, along with visual representations of the Deliverables, in its portfolio, marketing materials, and case studies.
6. TERM AND TERMINATION
6.1. Term: This Agreement commences on the Effective Date and shall continue until terminated as provided herein. Each SOW will have its own term as specified therein.
6.2. Termination for Convenience: Either party may terminate an SOW for any reason upon providing thirty (30) days’ prior written notice to the other party.
6.3. Termination for Cause: Either party may terminate this Agreement or an SOW immediately upon written notice if the other party: (a) materially breaches any term of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice thereof; (b) becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy.
6.4. Consequences of Termination: Upon termination or expiration: (a) the Client shall immediately pay the Agency for all Services performed and expenses incurred up to the effective date of termination; (b) each party shall return or destroy, at the other’s request, all Confidential Information of the other party in its possession.
6.5. Survival: The following clauses shall survive the termination or expiration of this Agreement: 1, 4, 5, 6.4, 7, 8, 9, 10, 11, and 12.
7. CONFIDENTIALITY
7.1. Definition: “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It includes, but is not limited to, business strategies, client lists, financial information, and proprietary technology.
7.2. Obligations: The Receiving Party agrees to: (a) use the Confidential Information solely for the purpose of performing its obligations under this Agreement; (b) hold the Confidential Information in strict confidence and not disclose it to any third party without the Disclosing Party’s prior written consent; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
7.3. Exclusions: The obligations of confidentiality do not apply to information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) was rightfully in the Receiving Party’s possession before disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, regulation, or court order.
8. DISCLAIMER OF WARRANTIES
THE AGENCY PROVIDES THE SERVICES AND DELIVERABLES ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED HEREIN, THE AGENCY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE AGENCY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. SPECIFICALLY, THE AGENCY DOES NOT GUARANTEE ANY PARTICULAR RANKING ON SEARCH ENGINES, RETURN ON INVESTMENT (ROI), INCREASE IN TRAFFIC, LEADS, OR SALES.
9. LIMITATION OF LIABILITY
9.1. Exclusion of Consequential Damages: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. Direct Damages Cap: THE AGENCY’S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE AGENCY UNDER THE APPLICABLE SOW DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. INDEMNIFICATION
10.1. Indemnification by Client: The Client shall defend, indemnify, and hold harmless the Agency, its Affiliates, and their respective officers, directors, and employees from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with: (a) the Client Content; (b) the Client’s breach of any warranty or representation in this Agreement; or (c) the Client’s products, services, or business operations.
10.2. Indemnification by Agency: The Agency shall defend, indemnify, and hold harmless the Client from and against any third-party claims that the final Deliverables created by the Agency infringe a third party’s Indian copyright or trademark, provided that this indemnity shall not apply to the extent the claim arises from Client Content or modifications to the Deliverables made by the Client.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1. Governing Law: This Agreement and any dispute arising out of it shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles.
11.2. Jurisdiction: The parties irrevocably agree that the competent courts located in Chennai, Tamil Nadu, shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.
11.3. Informal Resolution: Prior to initiating any legal action, the parties agree to first attempt to resolve any dispute through good-faith negotiations between their authorized representatives for a period of at least thirty (30) days.
12. MISCELLANEOUS
12.1. Relationship of Parties: The Agency is an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
12.2. Entire Agreement: This Agreement, together with all SOWs incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
12.3. Notices: All notices under this Agreement shall be in writing and sent to the addresses specified for each party, or to info@madras.marketing for the Agency. Notices shall be deemed given when delivered personally, sent by registered or certified mail (postage prepaid, return receipt requested), or by a recognized overnight courier service.
12.4. Assignment: Neither party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld.
12.5. Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.6. Waiver: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.
12.7. Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable) for causes beyond that party’s reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, or earthquakes.