RG MARKETING
SERVICES

Services:
Scope of Services: We will provide digital marketing consultations, ad management & other digital marketing  services as outlined in the agreed proposal. This may include campaign strategy development & consultation, ad creation, ad platform management, performance tracking, reporting, and other related marketing & advertising services.

Modifications: Any changes to the scope of services must be agreed upon in writing by both parties. Additional services may incur additional fees.


Term and Termination:
Term: The initial term of this agreement will commence on the next day of the payment or the selected dates by the client whichever is earlier.

Termination for Convenience: Either party may terminate agreement upon 30 days' written notice to the other party.

Termination for Cause: RG Marketing Services may terminate this agreement immediately if the other party breaches any material term of this agreement (Example: Making any changes in the campaigns without informing RG Marketing Services which leads to any kind of loss) and fails to cure such breach within 10 days of receiving written notice of the breach.

Effect of Termination: Upon termination, you will pay for all services rendered up to the termination date. Any prepaid but unused fees will be refunded on a pro-rata basis.


Fees and Payment:
Fees: You agree to pay the fees for the services as outlined in the proposal. Fees are subject to change with 30 days' notice.

Payment Terms: Invoices will be issued monthly by RG Marketing Services to the client, and payment must be made by the client before the end of the specified period in the payment terms section of the agreement. Late payments will incur interest at a rate of 2% per month or the highest rate permitted by law, whichever is higher.

Expenses: You will reimburse us for any reasonable out-of-pocket expenses incurred in connection with the provision of services, provided such expenses are pre-approved by you in writing.

Client Responsibilities:
Providing Necessary Information/Assets/Reports & Access: Furnishing all necessary information including but not limited to, Creatives (images/videos/other marketing materials), monthly/yearly leads & sales reports and admin access to Marketing Tools (Ad Platforms & Accounts, GA4, Merchant Center, Any Marketing or Research Tools, VPN etc), CRM (Shopify/WIX/WordPress, etc), Mobile Application, and ad & all the business accounts required for the successful execution of ad campaigns and implementing tracking & transparency of performance data.
 

Data Sharing Responsibility: RG Marketing Services shall not be held liable for any discrepancies in performance outcomes, including the failure to meet any performance projections initially specified in the quotation, if the client does not provide the last three years of sales data & their service or product price list with the business profit margin (gross) mentioned clearly. This data is critical for accurate Customer Lifetime Value (CLTV) calculation, identifying best-performing locations, understanding demographic insights, and other necessary information for creating an effective marketing strategy. Projections related to leads, customer acquisition, or order volumes are based on actual Average Order Value (AOV), customer lifespan, repeat purchase frequency, and CLTV. If the provided data is inaccurate, incomplete, or misrepresented, RG Marketing Services shall not be responsible for any resultant performance issues, and this will constitute a breach of contract, potentially leading to the termination of services with no refunds at all.

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Ad Creative Responsibility: While RG Marketing Services will provide guidance and recommendations on ad creatives, the responsibility for final approval and any necessary revisions lies with the client. If the client delays approval or requests last-minute changes, RG Marketing Services will not be held responsible for any resulting delays in campaign launch or potential impact on campaign performance. Timely collaboration and communication are essential to achieving the desired results.
 

Approvals: Providing timely approvals & suggestions for ad copies, designs, and any other materials or information necessary for the ad campaigns.
 

Communication: Designating a primary contact person/team for effective communication with RG Marketing Services and promptly responding to queries and requests for information for proper execution of work.


Intellectual Property:
Ownership: You retain all rights to your pre-existing intellectual property. We retain all rights to our pre-existing intellectual property.

Work Product: Upon payment in full, you will own the rights to the final ad creatives and any deliverables produced as part of the services. We retain the right to use any non-confidential work product for our portfolio and marketing purposes.


Conversion Rate Optimization (CRO):
Conversion Rate Optimization is contingent upon the client separately engaging RG Marketing Services for landing page strategy and design services. Without this, RG Marketing Services can only provide CRO consultation as part of the purchased ad management plan. The full scope of CRO, including implementation and testing, requires a dedicated strategy and design effort that is outside the standard ad management plan.


Confidentiality:
Confidential Information: Both parties agree to keep confidential all non-public information disclosed by the other party in connection with the services.

Non-Disclosure: Neither party will disclose the other party's confidential information to any third party without the prior written consent of the disclosing party, except as required by law.


Warranties and Disclaimers
Performance: We warrant that we will perform the services in a professional and workmanlike manner.
No Guarantee: While we will strive to achieve the agreed-upon goals, we do not guarantee specific results from our services.

Limitation of Liability: Our total liability under this agreement for any reason will not exceed the total fees paid by you for the services. We will not be liable for any indirect, incidental, consequential, or punitive damages.



Indemnification:
By Client: The Client agrees to indemnify and hold RG Marketing Services harmless from any claims, losses, or damages arising from the content and nature of the advertisements created and managed by RG Marketing Services on behalf of the Client.

By RG Marketing Services: We agree to indemnify, defend, and hold harmless you, your affiliates, and your respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses arising out of or in connection with our gross negligence or willful misconduct in providing the services.

Partnership Feature In Website & Promotions:

RG Marketing Services reserves the right to feature the client’s name and, if applicable, a brief testimonial on our website & promotions and assures the client that it will be handled with care. It can serve as positive exposure for their business, potentially attracting new clients or customers.


Work Schedule:
Work Days & Hours: RG Marketing Services operates and works on a project on a five-day work week (Monday to Friday 11 AM - 7 PM) and up to 80 hours a month (4 Hours x 5 Days x 4 Weeks) fully remote/online.
Premium 24/7 Chat & Call Support: Premium 24/7 Chat & Call Support will be applicable only on working days and hours as specified above. Out of office work hours work support will only be provided in case of utmost urgency. Urgency of the matter to be decided by RG Marketing Services.


General Provisions:
Governing Law: This agreement shall be governed by and construed in accordance with the laws of the state of Madhya Pradesh, India, with the location for legal matters being Bijuri, Kotma, Anuppur, without regard to its conflict of law principles.

Entire Agreement: This agreement, together with the proposal, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

Amendment: This agreement may only be amended in writing signed by both parties.

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

Waiver: The failure of either party to enforce any right or provision of this agreement will not constitute a waiver of that right or provision.

Assignment: You may not assign this agreement without our prior written consent. We may assign this agreement to an affiliate or in connection with a merger or sale of substantially all of our assets.


By engaging RG Marketing Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.