Terms of Business

These Terms of Business apply to all services provided by Satej Infotech Pvt Ltd (“we”, “us”, “our”) to a client (“you”, “your”).

They apply alongside any proposal, quotation, order form or service agreement we sign with you. Where a signed agreement says something different from these terms, the signed agreement wins.

By engaging us, paying an invoice, or using any service we provide, you accept these terms.

We provide some or all of the following, as set out in your proposal:

• Website design, development, redesign and maintenance
• Ecommerce website development
• Search engine optimisation and generative engine optimisation
• Social media marketing and account management
• Performance marketing, including Google and Meta advertising
• WhatsApp Business Platform messaging services
• Bulk SMS and bulk email services
• Business management software, CRM and MIS reporting, including BoostCRM
• Business process automation
• Digital visiting cards and mini websites
• Domain registration, web hosting, cloud servers and Google Workspace
• Marketing strategy, including the Marketing Blueprint session

We will only provide the services described in your proposal. Anything else is a new piece of work and needs a new agreement.

Proposal. We give you a written proposal setting out the work, the fee, and the timeline.

Marketing Blueprint. Most marketing engagements begin with a Marketing Blueprint session. This is a paid strategy session that defines your positioning and ideal customer before any campaign work starts. The outcome of that session may change what we recommend and what it costs.

Acceptance. The engagement begins when you accept the proposal in writing, or pay the first invoice, whichever happens first.

Fees are as stated in your proposal. Unless it says otherwise, fees are quoted exclusive of GST and other taxes, which we add at the applicable rate.

How we bill. We work on advance payment. We issue a pro-forma invoice when a payment falls due. A pro-forma invoice is a request for payment and is not a tax invoice. We issue the GST tax invoice once we have received the payment.

Where you need a tax invoice before you can pay. Some organisations cannot release payment without a tax invoice. If you tell us this before payment falls due, we will issue the tax invoice first. Where we do, payment must reach us within one day of the date of that tax invoice.

Recurring services, such as retainers, hosting, software subscriptions and domain renewals, are invoiced in advance for each period.

Late payment. If a payment is overdue we may suspend the services after giving you written notice. We may charge interest on overdue amounts at 18% per annum, calculated from the date the payment fell due until the date we receive it. Suspension does not reduce what you owe.

Advertising budget is separate. Money spent on Google, Meta or any other advertising platform is not part of our fee. It is paid by you, directly to the platform wherever possible. Where we pay it on your behalf, we invoice it separately and it is payable in advance.

Third-party costs such as domains, hosting, licences, stock images, SMS credits and WhatsApp conversation charges are billed at cost unless your proposal says otherwise. These prices are set by the supplier and can change.

Refunds. Fees for work already carried out are not refundable. Where you have paid in advance for work not yet started, we will refund that portion.

The work depends on you as much as on us. You agree to:

• Give us accurate and complete information, and tell us when it changes
• Provide content, images, approvals and feedback within a reasonable time
• Give us the access we need to your website, hosting, advertising and social media accounts
• Keep ownership of your own accounts, domains and business profiles
• Make sure everything you give us is lawful, accurate and not misleading
• Make sure you have the right to use any content, logo, image or trademark you give us
• Obtain and keep records of consent before we message anyone on your behalf
• Nominate one person who can give approvals and make decisions

If work is delayed because we are waiting on you, timelines move accordingly and we may re-quote.

This section applies if we provide WhatsApp messaging services to you. It applies in addition to the rest of these terms.

Your account. The WhatsApp Business Account is yours. We set it up and operate it on your behalf. You remain responsible for it.

Meta's terms apply to you directly. Your use of the WhatsApp Business Platform is governed by Meta's and WhatsApp's own terms and policies, including the WhatsApp Business Solution Terms, the WhatsApp Business Messaging Policy and the Meta Commerce Policy. You must read and comply with them. We cannot vary them and we are not responsible for them.

Consent is your responsibility. You must obtain clear permission from each person before they are messaged, keep records of that permission, and honour opt-out requests immediately. You must not upload contact lists that you do not have permission to message.

Message templates must be approved by Meta before use. Approval is Meta's decision, not ours. We will help you prepare and submit templates, but we cannot promise approval or predict how long it takes.

Prohibited content. You must not use the service for anything Meta prohibits or that Indian law prohibits. This includes messages that are misleading, that promote restricted goods or services, or that harass recipients.

Quality and limits. Meta measures the quality of your messaging and may reduce your sending limits, restrict your account, or remove access, based on how recipients respond. This is Meta's decision. We will tell you what we can see and advise on how to improve, but we cannot reverse it.

Suspension by Meta. Meta may suspend or terminate access to the platform at any time under its own terms. If that happens, we are not liable for the consequences, and fees already paid for the period are not refundable.

Our role. We process your data and your customers’ data only on your instructions, only to provide the services you have asked for, and for no other purpose. We keep appropriate safeguards. We return or delete the data when our engagement ends. This is set out more fully in our Privacy Policy and in the data processing agreement between us.

Charges. Meta charges for WhatsApp conversations under its own pricing, which Meta can change. Those charges are passed on to you.

Where we run advertising or manage accounts on Google, Meta or any other platform:

• The platform's rules apply to you and can change without notice
• The platform decides whether to approve or reject an advertisement
• The platform may suspend or disable an account, and that decision is theirs
• Platform performance depends on factors outside our control, including competition, seasonality and algorithm changes

We will act promptly and advise you, but we are not responsible for a platform's decisions or for changes it makes.

We do not guarantee:

• A particular position in Google or any other search engine
• A particular number of leads, enquiries, followers, sales or revenue
• That your business will be mentioned in AI-generated answers
• Approval of an advertisement, a message template or a business verification
• Uninterrupted availability of any third-party platform

Anyone who guarantees search rankings is either guessing or planning to blame the algorithm later. We will tell you what we think is realistic, what we expect to move, and by roughly when. Those are estimates made honestly, not promises.

Your content stays yours. Text, images, logos, data and materials you give us remain your property.

What we make for you becomes yours once you have paid for it in full. That includes website designs, written copy, graphics and campaign materials created specifically for you.

What stays ours. Our own tools, software, systems, code libraries, templates, processes and methods remain ours. This includes BoostCRM and any automation or reporting systems we operate. Where our services depend on those tools, you have a licence to use them for as long as you are paying for the service, and no longer.

Your accounts stay yours. Domains, hosting accounts, advertising accounts, social media accounts and business profiles are registered in your name wherever possible. If we hold something on your behalf, we transfer it to you on request once outstanding invoices are settled.

Our portfolio. We may name you as a client and describe the work in general terms, unless you tell us in writing not to. We will not publish your confidential business information, and we will not publish specific results without your permission.

Each of us may learn confidential information about the other. Both of us agree to keep it confidential, use it only for the engagement, and not disclose it, except where the law requires disclosure or the information is already public.

This continues after the engagement ends.

Where we handle personal data on your behalf, you are the Data Fiduciary and we are the Data Processor under the Digital Personal Data Protection Act 2023.

You are responsible for:

• Having a lawful basis for the data you ask us to process
• Obtaining and recording consent where consent is the basis
• Giving your customers a privacy notice
• Responding to requests from your customers about their data

We are responsible for:

• Processing personal data only on your documented instructions
• Keeping reasonable security safeguards
• Helping you respond to requests from your customers
• Telling you without delay if there is a data breach
• Returning or deleting the data when our engagement ends

A separate data processing agreement applies and forms part of these terms. Our Privacy Policy explains how we handle personal data generally.

Healthcare clients. Where you are a medical practitioner or clinic, you remain responsible for compliance with the applicable medical council rules on advertising and patient confidentiality. We will not publish patient photographs, testimonials, before-and-after images, treatment outcomes or discounts.

Nothing in these terms limits liability for fraud, or for anything that cannot be limited under Indian law.

Subject to that, our total liability to you for any claim arising from an engagement is limited to the fees you have paid us for that engagement in the 6 months before the claim arose.

We are not liable for loss of profit, loss of business, loss of anticipated savings, loss of data, or any indirect or consequential loss.

We are not liable for the acts, decisions or failures of third-party platforms, hosting providers, payment gateways or telecom operators.

You will indemnify us against claims, losses and costs arising from:

• Content, data or materials you gave us
• Messages sent to people who had not consented, where you provided the list or gave the instruction
• Your breach of a third-party platform's terms
• Your breach of any law applicable to your business, including advertising, medical council and data protection rules

Term. The engagement runs for the period stated in your proposal. Retainers continue month to month until either of us ends them.

Notice. Either of us may end a retainer by giving 30 days' written notice.

Immediate termination. Either of us may end the engagement immediately if the other commits a material breach and does not fix it within 15 days of being told, or becomes insolvent.

We may also suspend or end the engagement immediately if you ask us to do something unlawful, something that breaches a platform's terms, or something we believe would harm people.

On termination:

• You pay for all work done up to that date
• We hand over your accounts, content and data within 30 days, once outstanding invoices are settled
• Licences to use our tools, including BoostCRM, end
• Confidentiality obligations continue

Neither of us is liable for failing to perform because of something outside our reasonable control, including natural events, war, government action, internet or power failure, or the failure of a third-party platform.

Changes to these terms. We may update these terms. The current version is always on our website. Material changes affecting an ongoing engagement will be notified to you in writing.

Assignment. You may not transfer your rights under these terms without our written consent.

Entire agreement. These terms, together with your proposal and any signed agreement, are the whole agreement between us.

Severability. If any part of these terms is found unenforceable, the rest continues to apply.

No partnership. Nothing here creates a partnership, joint venture or employment relationship.

These terms are governed by the laws of India.

Step 1. Talk first.

If a dispute arises, both of us agree to try to settle it in good faith. Either of us may start this by writing to the other setting out the dispute. We both agree to allow 30 days from that notice for discussion before moving to arbitration.

Step 2. Arbitration.

If the dispute is not settled within those 30 days, it will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, and any amendment or re-enactment of it.

The arbitration will be conducted by a sole arbitrator, appointed by agreement between us. If we cannot agree on the arbitrator within 30 days of one of us asking for arbitration, the arbitrator will be appointed in accordance with the Act.

The seat and venue of arbitration will be Kolhapur, Maharashtra, India.

The arbitration will be conducted in English.

The arbitrator's award will be final and binding on both of us.

Each of us bears our own costs, unless the arbitrator directs otherwise.

Step 3. The courts.

Subject to the arbitration clause above, the courts at Kolhapur, Maharashtra have exclusive jurisdiction. This includes applications for interim relief and for enforcement of an arbitral award.

Nothing in this section stops either of us from applying to a court for urgent interim relief at any time.