Let’s make it official.

1. The parties and how this agreement is accepted

This Service Agreement is between Digiberies Digital Berries Private Limited, trading as Digital Berries, with its office at Annie Apartment, Bakol Street, near Cross Garden Road, Bhayandar West, Thane, Maharashtra 401101 ("Digital Berries", "we", "us"), and the business named in the acceptance form ("the Client", "you").

The person accepting confirms they are authorised to bind the Client. Accepting online (ticking the box, typing your full name and clicking Accept) is a valid electronic contract under the Information Technology Act, 2000. We record the date, time, IP address, the agreement version and the selected plan as proof of acceptance.

2. Services and scope

We will provide the services in the plan or proposal you accepted (the "Plan"). Each package's deliverables are as described in the Plan, on our plans page or in our quote. If these differ, the order of priority is: (1) a signed or accepted quote, (2) this agreement, (3) the plans page.

Anything not listed in the Plan is outside scope. Extra work or changes are agreed in writing (email or WhatsApp is enough) and quoted before we start.

3. Term and minimum commitment

• Monthly retainers run for a minimum of 3 months (SEO: 6 months) from the start date, then continue month to month.
• After the minimum term, either party can end a retainer with 30 days' written notice.
• One-time projects end when the final deliverables are handed over and signed off.
• Unused monthly deliverables do not carry over beyond the following month.

4. Fees, GST and payment

• Fees are as shown in the Plan. GST at 18% (or the applicable rate) is added to all our fees.
• Retainers are invoiced monthly in advance, payable before each month starts. If you chose to pay 3 months upfront, the 5% saving applies to that prepaid period and the amount is not refundable.
• One-time projects: 50% before work starts, 40% on delivery and 10% on sign-off.
• Invoices are due within 7 days. If a payment is more than 7 days late, we may pause work until it is cleared, and timelines move accordingly. Overdue amounts may carry interest of 1.5% per month.
• Bundle and upfront savings apply only while the bundled services and payment terms continue.

5. Ad spend and third-party costs

• Ad spend is paid by you directly to Meta, Google or the marketplace and is not part of our fee.
• Creator, celebrity and production budgets are paid at cost, in advance, before we confirm any booking. Bookings are subject to the talent's availability and terms.
• Tools, stock assets, travel or other third-party costs are charged at actual cost, only with your prior approval.

6. What we need from you

• Timely access to accounts, brand assets, product information and a single point of contact.
• Feedback and approvals within 3 working days. If inputs are delayed, timelines move by the same period.
• You confirm that product information, offers and claims you give us are accurate and lawful, and that you hold rights to any material you provide.

7. Approvals and revisions

Each deliverable includes the revision rounds stated in the Plan (if none is stated, 2 rounds). Further revisions, or changes after approval, are quoted separately. Content goes live only after your approval, unless you ask us in writing to publish without it.

8. Ownership and portfolio use

• Once paid in full, final deliverables made for you (designs, content, copy, website code built for you) belong to you.
• We keep ownership of our own tools, templates, methods and know-how, and of drafts and concepts you did not choose.
• Creator and celebrity content may be used only on the platforms and for the period agreed with the talent. Using it for longer, in paid ads beyond the agreed scope, or offline needs the talent's consent and may cost extra.
• We may show the work in our portfolio and case studies unless you tell us in writing not to.

9. Accounts and access

Your ad accounts, pages, domains, website hosting and analytics stay in your name and remain your property. We work through partner or user access, which you can remove at the end of the engagement once all dues are settled.

10. Confidentiality and data

Each party keeps the other's non-public business information confidential during this agreement and for 2 years after it ends, except where disclosure is required by law. We handle any personal data you share only to deliver the services and in line with the Digital Personal Data Protection Act, 2023.

11. Results

Marketing results depend on many factors outside our control, including your product, pricing, offers, website, budget, competition and platform algorithms. We do not guarantee specific rankings, sales, return on ad spend, views or follower numbers. Case studies show past results for other clients.

12. Compliance

We follow the ASCI guidelines for influencer advertising, platform policies and applicable law. You agree not to ask us to publish anything misleading, unlawful or infringing.

13. Non-solicitation

During this agreement and for 12 months after it ends, neither party will directly hire or engage the other's employees who worked on this account, unless both agree in writing.

14. Liability

Neither party is liable for indirect or consequential loss, including lost profits. Our total liability under this agreement is limited to the fees you paid us in the 3 months before the claim.

15. Ending the agreement

• Either party may end this agreement if the other seriously breaches it and does not fix the breach within 15 days of written notice.
• If you end a retainer before the minimum term ends (other than for our breach), fees for the rest of the minimum term remain payable.
• On ending, you pay for all work done and costs committed up to that date, and we hand over final deliverables you have paid for.

16. Events beyond control

Neither party is responsible for delays caused by events beyond reasonable control, such as platform outages, government action or natural disasters. Timelines move for the duration of the event.

17. Governing law and disputes

This agreement is governed by the laws of India. Both parties will first try to resolve any dispute through good-faith discussion. If it is not resolved within 30 days, the courts at Mumbai, Maharashtra have exclusive jurisdiction.

18. Notices and the whole agreement

Notices may be sent by email to the addresses given in the acceptance form and to contact@digitalberries.co.in. This agreement, together with the accepted Plan or quote, is the entire agreement between the parties and replaces earlier discussions about the same services. Changes must be agreed in writing by both parties.