Terms of Service

Effective Date: [1st August, 2024]

1. Acceptance of the Terms
These Terms of Service ("Agreement") constitute a legally binding agreement between the user or subscriber of the Services ("Client," "Customer," "User," or "you") and Inqnest Marketing Solutions Private Limited, registered at 187, Pocket B, SFS Flats, Sukhdev Vihar, New Delhi, India - 110025 (a company registered under the Indian Companies Act, 1956) ("Inqnest," "Company," "Agency," "we," "us," or "our"). By registering for the Services or by accessing or using the Services or Website, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such an entity to this Agreement, in which case the terms “Client,” “Customer,” “User,” “you,” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Services. You acknowledge that this Agreement is a contract between you and Inqnest, even though it is electronic and not physically signed by you, and it governs your use of the Services.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER FOR OR USE THE SERVICES.

2. Services
2.1. Services:
"Services" refers to the comprehensive range of digital marketing and related solutions provided by Inqnest, including but not limited to Integrated Digital Marketing, Search Engine Optimization (SEO), Paid Ads Management, Social Media Optimization, Creative, Content, Email Marketing, UI/UX Design & Development, and Conversion Rate Optimization (CRO). The specifics of these services and any associated deliverables will be detailed on the Website or through other communications provided by Inqnest.

2.2. Third-Party Sites, Services, and Products:
The Services and this Website may refer or link to third-party sites, products, or services, including but not limited to artificial intelligence services. Third-party sites (“Third Party Sites”) to which we link or provide access are provided to you for your convenience only and are not under our control. We are not responsible for the content available on any Third Party Sites, and linking to or providing access to any Third Party Sites does not imply our endorsement of any content or information on such Third Party Sites. We are not responsible for monitoring any transaction between you and any such Third Party Sites and do not warrant, endorse, guarantee, or assume responsibility for them. We may also provide you the ability to use third-party services and products within the Services (“Third Party Services and Products”), including, but not limited to, payment processing services, information and communication services, analytics services, mapping services, internet advertising platforms, advertising service providers, and artificial intelligence services. Your use of these Third Party Services and Products may be subject to additional third-party terms of service and privacy policies, including but not limited to the YouTube Terms of Service, available at YouTube Terms of Service, Google Maps/Google Earth Additional Terms of Service, available at Google Maps Terms of Service, and Google Privacy Policy available at Google Privacy Policy.

3. Service Delivery & Acceptance
a) The Services shall be delivered in accordance with the specifications and timelines outlined on the Website or through direct written agreements made between Inqnest and the Client. Inqnest will make commercially reasonable efforts to adhere to the timelines and specifications provided.
b) Inqnest will arrange for a review with the Customer before the publication, launch, or delivery of the Services.
c) The Customer agrees to provide feedback within three (3) working days from the date of Customer review as mentioned under Clause 3(b).
d) Inqnest reserves the right to modify, update, or discontinue any Service, with or without notice, at its sole discretion. Any material changes will be communicated to clients through the Website or via direct communication. Clients agree that Inqnest shall not be liable for any modifications, suspensions, or discontinuations of the Services, provided that such actions comply with these Terms.
e) Clients are expected to provide all necessary information, approvals, and materials required by Inqnest to deliver the Services effectively. Delays in providing these materials may impact the delivery timelines, and Inqnest shall not be held responsible for any such delays.

4. Warranty Disclaimer & Limitation of Liability
4.1. Disclaimer:
Except where prohibited by law, the Services and the Website are provided on an “as-is” and “as-available” basis, and we expressly disclaim any warranties and conditions of any kind, whether express or implied, including but not limited to the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement. We make no warranty that the Services or the Website (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; (c) will be appropriate or available for use in all locations; or (d) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. We further make no warranties or representations regarding the accuracy or completeness of the content on any sites to which the Website or our Services are linked.

4.2. Limitation of Liability:
With the exception of any indemnification obligations stated herein, in no event will either party, including its respective affiliates, officers, directors, employees, or agents, be liable for any indirect, incidental, special, punitive, or consequential damages or loss of profits, revenue, data, or business opportunities, costs of standstill or delay, or lost or corrupted data arising out of or related to this Agreement, whether the action is in contract or tort and regardless of the theory of liability. Our maximum aggregate liability to you for any damages arising from or related to this Agreement is limited to the greater of (a) ten dollars (US $10) or (b) the amounts you have paid to us under this Agreement within the one (1) month immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation. You understand and agree that if you do not agree to this limitation of liability, we would not provide the Services to you. Any cause of action you may have under this Agreement or with respect to your use of the Website or our Services must be commenced within three (3) months after the claim or cause of action first arises. The limitation of liability set forth in this paragraph shall apply to the fullest extent permitted by law.

4.3. Warranty Disclaimer with Regard to Third-Party Sites, Services, and Products:
Inqnest and its affiliates disclaim any liability with respect to any Third-Party Sites, your access to any Third-Party Sites, and any Third-Party Services and Products that you use, and for any claim arising out of Inqnest’s authorized use of your Content.

5. Force Majeure
Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay is caused by a force majeure event, including but not limited to governmental regulations, fire, strike, war, flood, accident, epidemic, pandemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause beyond the reasonable control of such party, provided that such cause exists.

6. Fees and Payment
6.1. Fees:
Users of Services provided by Inqnest will be charged the fees set forth in the relevant Subscription Plan on the Website or as agreed upon in a written order document or other written agreement signed by Inqnest and you (the "Fees"). You agree to pay the Fees [one-time, monthly, bi-annually, or annually] according to your Subscription Plan or as otherwise agreed between you and us by credit card or another payment method accepted on the Website or direct bank transfer. If you pay for the Services by credit card, you authorize us to automatically update your credit card information to pay for the Services to maintain continuity of payments and avoid suspension of the Services for failure to pay. If you decide to pay for the Services according to the invoice(s), you agree to pay all undisputed invoices as set forth in the Agreement. You agree that we may charge interest of 1.5% per month for past-due invoices or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from our efforts to collect on past-due amounts. If you fail to pay an invoice, we reserve the right to cancel your subscription and access to the Services and any data associated with your subscription. Any bank fees and charges shall be borne solely by you. Except as otherwise set forth in our Cancellation and Refund Policy [insert actual URL link], all payment obligations are non-cancellable, and all Fees paid are non-refundable. If you demonstrate a pattern of repeated registrations for Paid Services followed by cancellation and request for a refund, we may, in our sole discretion, withhold further registrations and/or refuse further refunds.

6.2. Taxes:
All Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services, other than taxes based upon our gross revenues or net income. If you are subject to GST, all Fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

6.3. Change in Fees:
You agree to pay the additional Fees if you exceed the limits of your Subscription Plan. You also agree to pay the Fees applicable to any additional Services you or any Authorized Users add or any changes you or any Authorized Users make to your Subscription Plan during your subscription term. Such additional Fees will become effective as of the date of such addition or change and may not be decreased during the term of your Subscription Plan. If you are a Customer of Services, we may change the Fees and introduce new charges applicable to your use of the Services, which (unless otherwise agreed in writing with Inqnest) will become effective as of the first day of the renewal of your subscription term. We may also increase the Fees upon notice if we make changes in the Services at your request.

7. Ownership and Intellectual Property
7.1. Proprietary Rights:
You agree that all rights, title, and interest in and to the Website, Services, the technology underlying each of them, all modifications, and any work product we create relating thereto, and all intellectual property rights in each of the foregoing, including without limitation, patent, copyright, trademark, database rights, moral rights, rights in know-how, and trade secrets (and any licenses in connection with any of them) throughout the world, whether or not registered or capable of registration and whether subsisting in any specific country or countries or any other part of the world, are and will remain the sole and exclusive property of Inqnest, its licensors, or affiliates. Inqnest shall assign to the Customer the copyrights and other intellectual property rights in all materials associated with the work generated by the activities of Inqnest performed hereunder on behalf of the Customer. Inqnest reserves all rights not expressly granted in this Agreement.

7.2. Attribution:
You hereby grant to Inqnest, its affiliates, resellers, and other partners that resell and/or distribute the Services on behalf of Inqnest ("Partners") permission to use your name, logo, and other proprietary marks for Inqnest's and its Partners' promotional, informational, and advertising purposes. You may revoke your consent by sending us a request by email to info@inqnest.com.

8. Confidentiality
8.1. Confidential Information:
All information disclosed by a party (the “Disclosing Party”) to the other party (the “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, shall be regarded as confidential. This includes any information related to the business affairs, products, developments, trade secrets, know-how, personnel, customers, and suppliers of either party.

8.2. Duty of Care:
For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information but not less than reasonable care. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure to the extent permitted by law, and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

8.3. Exceptions:
Confidential Information does not include information that: (i) is or becomes publicly known through no act or omission of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (iv) is independently developed by the Receiving Party without breach of this Agreement.

9. Indemnification
9.1. By Inqnest:
Inqnest agrees to defend, indemnify, and hold harmless the Customer and its directors, officers, employees, and agents from and against any and all third-party claims, demands, and liabilities, including reasonable attorney’s fees, resulting from or arising out of: (i) the Services provided under this Agreement actually or allegedly infringing or violating any patents, copyrights, trade secrets, licenses, or other intellectual property rights of a third party; (ii) any breach of Inqnest’s representations and warranties in this Agreement; or (iii) Inqnest’s failure to comply with Inqnest’s obligations under any and all laws, rules, or regulations applicable to Inqnest or the Services provided under this Agreement.

9.2. By Customer:
Customer agrees to defend, indemnify, and hold harmless Inqnest, Inqnest Affiliates, and each of their respective directors, officers, employees, and agents from and against any and all third-party claims, demands, and liabilities, including reasonable attorney’s fees, resulting from or arising out of: (i) any breach of Customer’s representations and warranties in this Agreement; or (ii) Customer’s failure to comply with Customer's obligations under any and all laws, rules, or regulations applicable to Customer under this Agreement except to the extent such violation arises out of Inqnest’s failure to comply with Inqnest’s obligations hereunder.

9.3. Procedure:
A party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) in writing of any claim for indemnification, provided that failure to give such notice shall not relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). The Indemnified Party shall tender sole defense and control of such claim to the Indemnifying Party. The Indemnified Party shall, if requested by the Indemnifying Party, give reasonable assistance to the Indemnifying Party in defense of any claim. The Indemnifying Party shall reimburse the Indemnified Party for any reasonable legal expenses directly incurred from providing such assistance as such expenses are incurred. The Indemnifying Party shall have the right to consent to the entry of judgment with respect to or otherwise settle an indemnified claim only with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld; provided, however, that the Indemnified Party may withhold its consent if any such judgment or settlement imposes an unreimbursed monetary or continuing non-monetary obligation on such Party or does not include an unconditional release of that Party and its Affiliates from all liability in respect of claims that are the subject matter of the indemnified claim.

10. Term and Termination
10.1. Term:
Unless otherwise stated by Inqnest in writing, this Agreement commences on the first day you visit the Website and remains in effect for as long as you access or use the Inqnest Services or the Website.

10.2. Subscription Term and Renewal:
If you are a Customer of our Services, your initial subscription term will be specified in your Subscription Plan and, unless otherwise agreed by Inqnest in writing, Customer’s subscription will automatically renew for the same period on the then-current terms. Customer may prevent renewal of the subscription by sending Inqnest a notice of non-renewal through email to cancellations@inqnest.com from the Customer’s registered email ID at least seven (7) business days before the last day of Customer’s then-current subscription term.

10.3. Subscription Cancellation:
Customers may cancel their subscription at any time according to the terms of our Cancellation Policy by sending a written notice of cancellation by email to cancellations@inqnest.com from the Customer’s registered email ID and providing the necessary information requested in the Cancellation Policy. Cancellations of subscriptions to Paid Services shall take effect at the end of Customer’s prepaid subscription period. Except as otherwise set forth in the Cancellation Policy, cancellation does not entitle the Customer to a refund of any prepaid or unused Fees, and the Customer agrees to promptly pay all unpaid Fees due through the end of the applicable subscription period. Notwithstanding anything to the contrary herein, Inqnest reserves the right to cancel Customer’s subscription upon notice immediately for any reason provided that if Inqnest cancels your paid subscription, Inqnest agrees to refund any prepaid but unused Fees covering use of the Services after the effective date of cancellation.

10.4. Termination for Cause:
Either party may terminate this Agreement for cause as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such notice period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation, or assignment for the benefit of creditors. We may also terminate this Agreement for cause (i) on thirty (30) days’ notice if we determine that you are acting or have acted in a way that has or may negatively reflect on or affect us, our prospects, or our customers. If the Customer terminates this Agreement for cause, Inqnest will promptly refund any prepaid but unused Fees covering use of the Services after the effective date of termination. If Inqnest terminates this Agreement for cause, the Customer will promptly pay all unpaid Fees due through the end of the applicable subscription term, and no refund shall be due to the Customer.

10.5. Suspension:
Inqnest reserves the right to monitor compliance with this Agreement. Inqnest may, without prejudice to its rights under this Agreement or applicable law, suspend any or all of the Services effective immediately upon notice (which may be electronic) if (a) Inqnest determines in good faith that your use of the Services violates any applicable law, the terms of this Agreement, or the rights of any third party; (b) Inqnest is prohibited by court order or order of another governmental authority from providing access to the Services; or (c) Inqnest reasonably determines that the Services are being used for any abusive, illegal, or fraudulent activity, that the Services are subject to a security incident, denial of service attack, or other event that impacts the security of the Services or any Content. Such suspension may apply to specific jurisdictions, lines of business, a specific customer or customers, or a group of users. If you are a Customer of Services, Inqnest will use commercially reasonable efforts to give the Customer thirty (30) days after notice of suspension to collect your data generated through the Services during your Subscription period, after which we may remove it entirely from our servers and/or third-party tools subscribed or owned by us. If the Customer has any amount due that remains unpaid for ten (10) days following the Customer’s receipt of notice of non-payment, or if Inqnest is unable to process payment through the Customer’s billing account on record, Inqnest may suspend the Customer’s access to any or all of the Services provided. Inqnest will not suspend the portion of the Services for which the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the Services or a portion thereof are suspended for non-payment, we may charge a reactivation fee to reinstate the Services. Nothing in this section limits Inqnest’s right to terminate this Agreement for cause as outlined above.

10.6. Effect of Termination:
Upon expiration or termination of this Agreement, including by your cancellation, all rights of the Customer with respect to the use of the Services shall terminate immediately. The Customer acknowledges and agrees that Inqnest may erase all Customer data and information stored on Inqnest servers within a reasonable period of time (not less than thirty (30) days) following the expiration or termination of the Agreement, provided that Inqnest may retain copies of such data and information to the extent required by law for archival purposes or as created by automatic computer backup and archived as part of normal computerized archiving systems, maintaining necessary technical and organizational measures.

10.7. Survival:
Upon any termination of this Agreement for any reason, all provisions regarding indemnification, warranty, liability, and limits thereon, and any provisions which expressly or by their nature are required to survive such termination in order to achieve their purpose, shall so survive until it shall no longer be necessary for them to survive in order to achieve their purpose.

11. Governing Law and Jurisdiction
This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the Republic of India. Any disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts located in New Delhi, India.

This Agreement, including its Schedules, Annexures, Exhibits, or attachments hereto, constitutes the entire understanding and agreement between Inqnest Marketing Solutions Private Limited and its Customer, superseding any prior oral or written agreements or understandings regarding its subject matter.

The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

12. 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 Indian Arbitration Act, and the place of arbitration shall be at Delhi, Republic of India.

13. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

14. Assignment
You may not assign these Terms or any rights hereunder without the prior written consent of Inqnest. Inqnest may assign these Terms at any time without prior notice.

15. Contact Information
If you have any questions about these Terms, please contact us at:

Inqnest Marketing Solutions Private Limited
1670, First Floor, 9th Main Road, HAL 3rd Stage,
New Tippasandra, Bengaluru, Karnataka,
PIN Code: 560075, India
Email: info@inqnest.com