AGENCY APPOINTMENT
The Client hereby appoints 360 Digital (“the Agency”) to handle all advertising, communication, and related work on social media required for its brand.
AGENCY SERVICES
The Agency shall provide the Client with services, which shall include the following:
- Setting up social media platforms such as Facebook and Instagram.
- Creating content, engagement, and ongoing management of these platforms.
- Monitoring social media conversations and responding to the same.
- Managing all social media communication as more clearly elaborated in the pitch presentation.
CONFIDENTIALITY
The Agency shall maintain absolute confidentiality with respect to any confidential information received from the Client. The Agency shall not disclose any such information without obtaining the Client’s specific prior consent, other than in compliance with statutory requirements.
GOVERNING LAWS
The Client and the Agency shall comply with all statutory regulations.
AGENCY FEES AND REMUNERATION
The Client agrees to pay the Agency a retainer fee agreed upon by both parties per month. This amount will be payable at the beginning of the month, upon receipt of an invoice from the Agency. All out-of-pocket expenses such as outstation travel, stay, etc., incurred by the Agency as part of this assignment, would be borne by the Client. Such out-of-pocket expenses will be incurred by the Agency only after specific approval from the Client. Similarly, charges for any other services including video creation, application development, media buy, purchase of licensed images and content, etc., if applicable, will be charged extra.
TAXES
- All statutory taxes/levies (including GST presently levied on advertising services) shall be borne and paid by the Client to the Agency.
- GST @18%, or as may be prescribed by law from time to time, will be charged on all invoices raised by the Agency.
At the time of payment of the fees, the Client may deduct TDS @ 2% under section 194 C (1). The necessary TDS certificate will be issued by the Agency to the Client for the same.
PAYMENT TERMS
The Client agrees to pay Retainer Fees against Invoices at the beginning of the month for that particular month. All other Invoices raised on the Client will become payable within 7 days from the date of all such Invoices.
INDEMNITY
The Agency shall indemnify and keep the Client indemnified against all losses, expenses, or damages that may be suffered by the Client due to any default or breach of terms by the Agency under this Agreement. The Client shall indemnify and keep the Agency indemnified against all losses, expenses, or damages that may be suffered by the Agency due to any default or breach of terms by the Client under this Agreement.
NON-SOLICITATION
Both the Client and the Agency hereby covenant that during the term of this agreement and for a period of one year following its termination or expiration, they shall not, without the previous written consent of the other party, employ or contract the services of any person who the party employed at any time during a period of 12 months preceding the date on which the offer for employment is made to the party.
FORCE MAJEURE
Neither the Client nor the Agency shall be liable for any default, delay, or lapse occurring due to events beyond their control including riot, strike, theft, war, or acts of God and/or nature.
EVALUATION
The Client and the Agency shall evaluate progress under this agreement at the beginning of every quarter and take corrective action as may be required.
MODIFICATION IN TERMS
Any changes in the terms and conditions contained herein shall have effect only prospectively and shall be valid only if recorded in writing and signed by the authorized officials of the Client and the Agency.
WAIVER
The failure of either party at any time to enforce any provision of this Agreement shall in no way affect its right thereafter to require complete performance by the other party. Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the authorized officials of the Client and the Agency.
TERMINATION
Either party may terminate this agreement by giving one month’s written notice to the other, without assigning any reason whatsoever. The obligations of the parties shall continue during the notice period.
ARBITRATION
Any dispute, difference, or question arising out of this agreement shall be settled amicably between the parties, failing which the same shall be referred to arbitration under the applicable arbitration laws of the relevant jurisdiction.
