Terms of Service

By accessing or using the website at advergenie.com (the "Site"), requesting a proposal, entering into a service agreement, or engaging AdverGenie in any capacity, you ("Client", "you", "your") agree to be bound by these Terms of Service ("Terms"), together with our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree to these Terms, you must not use our Site or services.

These Terms constitute a legally binding agreement between you and AdverGenie. We recommend you read them in full and retain a copy for your records.

AdverGenie ("we", "us", "our", "the Company") is a digital marketing and web development agency incorporated under the laws of India, with its principal place of business at:

We are a Google Premier Partner and Meta Business Partner, providing performance marketing and web development services to clients across India, UAE, and internationally.

AdverGenie provides the following categories of services ("Services"), each subject to a separate Statement of Work or service agreement:

The specific scope, deliverables, timeline, and fees for each engagement are set out in a written proposal or Statement of Work ("SOW") provided to and accepted by the Client before work commences. In the event of any conflict between these Terms and a specific SOW, the SOW shall take precedence for that engagement.

4.1 Proposals

All proposals submitted by AdverGenie are valid for 30 days from the date of issue unless otherwise stated. A proposal does not constitute a binding contract until accepted in writing by the Client (via email confirmation or signed agreement) and any required deposit or advance payment has been received.

4.2 Commencement of Services

Work commences upon: (a) written acceptance of the proposal by the Client; and (b) receipt of any applicable advance payment or deposit as specified in the proposal. AdverGenie shall not be obliged to begin any work until both conditions are satisfied.

4.3 Changes to Scope

Any request for changes to the agreed scope of work must be submitted in writing. AdverGenie will assess the impact on timeline and cost and provide a revised quote. Additional scope will be charged accordingly and will not be undertaken until approved in writing by both parties. Verbal instructions do not constitute a binding change request.

4.4 Client Approvals

Where work requires Client review and approval (e.g., website designs, ad creatives, landing page copy), the Client agrees to provide feedback or approval within a reasonable timeframe — typically 3–5 business days. Delays in Client approvals may result in corresponding delays to the agreed project timeline, for which AdverGenie shall not be liable.

5.1 Fees

All fees are as stated in the agreed proposal or SOW. All amounts are in Indian Rupees (INR) unless otherwise specified. Fees are exclusive of applicable taxes (including GST at the prevailing rate), which will be added to invoices as required by law.

5.2 Invoicing

For monthly retainer services, invoices are issued on or around the 1st of each month for that month's services. For project-based work, invoices are issued as per the payment milestones specified in the SOW (typically 50% advance, 50% on completion or as agreed). AdverGenie reserves the right to withhold final deliverables until all invoices are paid in full.

5.3 Payment Terms

All invoices are due and payable within 7 days of the invoice date, unless otherwise specified in the SOW. Accepted payment methods include bank transfer (NEFT/RTGS/IMPS), UPI, and cheque (at AdverGenie' discretion).

5.4 Late Payment

Invoices not paid within 7 days of the due date will attract a late payment charge of 2% per month (or part thereof) on the outstanding balance, compounded monthly. AdverGenie reserves the right to suspend services (without liability) if any invoice remains unpaid for more than 14 days after the due date. Services will be resumed only upon receipt of all outstanding amounts including any applicable late fees.

5.5 Price Changes

AdverGenie may revise its service fees with a minimum of 30 days' written notice to the Client. Continued use of services after the revised fees take effect constitutes acceptance of the new pricing. If the Client does not accept the revised pricing, they may terminate the agreement in accordance with Section 7 (Cancellation & Termination).

For services involving paid advertising (Google Ads, Meta Ads, YouTube Ads, and any other paid media platforms), the following terms apply:

6.1 Ad Spend is Separate from Management Fees

The advertising spend ("Ad Spend") — the money paid directly to Google, Meta, or other advertising platforms — is entirely separate from and in addition to AdverGenie' management fee. The management fee covers our strategic, operational, and reporting work; Ad Spend is the actual media budget that goes to the platforms.

6.2 Direct Payment to Platforms

AdverGenie operates on a direct-to-platform billing model. This means:

• The Client's credit card, debit card, or bank account is directly billed by Google, Meta, or other platforms for Ad Spend
• AdverGenie does not hold, collect, or manage Client Ad Spend funds
• AdverGenie does not mark up or add a commission to Ad Spend
• The Client has direct, real-time visibility into all spending via their own platform accounts

6.3 Ad Spend Recommendations

AdverGenie will recommend minimum Ad Spend levels based on campaign goals and industry benchmarks. However, the final Ad Spend decision rests entirely with the Client. AdverGenie shall not be responsible for underperformance resulting from Ad Spend levels lower than recommended minimums.

6.4 Platform Account Ownership

All advertising accounts (Google Ads, Meta Business Manager, etc.) are created in the Client's name and owned by the Client. AdverGenie will be granted Manager/Agency access to operate the accounts on the Client's behalf. Upon termination of services, AdverGenie' access will be removed and the Client retains full ownership of all accounts, historical data, and accumulated campaign history.

7.1 Month-to-Month Services

All ongoing monthly retainer services are provided on a month-to-month basis with no minimum contract term, unless specifically agreed otherwise in the SOW. Either party may terminate monthly services by providing written notice of at least 30 days. Notice must be provided via email to the other party's designated contact address.

7.2 Project-Based Services

For one-time project engagements (web development, landing pages, etc.), the Client may cancel the project at any time. However:

• Any advance payment already made is non-refundable
• If the project is more than 50% complete at the time of cancellation, the full project fee is payable
• AdverGenie will invoice for all work completed to the date of cancellation notice, calculated on a pro-rata basis against the total project fee

7.3 Termination by AdverGenie

AdverGenie reserves the right to terminate any service agreement immediately, without notice or liability, in the following circumstances:

• Non-payment of invoices after 14 days past the due date
• Client breach of these Terms or any agreed SOW
• Client requests for services that are illegal, unethical, or violate Google, Meta, or other platform policies
• Client behaviour that is abusive, threatening, or hostile toward AdverGenie team members

7.4 Effects of Termination

Upon termination:

• All outstanding invoices for work completed become immediately due and payable
• AdverGenie will provide a handover of all relevant assets, credentials, and documentation within 14 business days
• Client retains ownership of all paid-for deliverables and platform account data
• Confidentiality obligations survive termination (see Section 11)

7.5 No Refunds on Monthly Services

Monthly management fees are not refundable once the calendar month has commenced, as the work for that month has begun. Refunds are not provided for unused portions of a month's service.

8.1 Deliverables Ownership

Upon receipt of full payment for a project, AdverGenie assigns to the Client all rights, title, and interest in the final deliverables created specifically for that Client under the relevant SOW — including website code, design files, written content, and graphics. This assignment takes effect only upon full payment.

8.2 AdverGenie' Pre-existing IP

Notwithstanding the above, AdverGenie retains all rights to:

• Pre-existing tools, frameworks, methodologies, processes, and know-how used in delivering the Services
• Generic templates, code libraries, and design systems used across multiple client projects
• Campaign strategies, optimisation frameworks, and reporting templates
• Any third-party software, fonts, images, or other licensed materials incorporated into deliverables (which are licensed to the Client under the applicable third-party terms)

8.3 Client Content & Data

The Client retains all rights to content, data, logos, branding, and materials provided to AdverGenie for use in delivering the Services. By providing such materials, the Client grants AdverGenie a non-exclusive, royalty-free licence to use them solely for the purpose of providing the Services.

8.4 Portfolio & Case Study Rights

Unless expressly agreed otherwise in writing, AdverGenie reserves the right to feature completed work in its portfolio, case studies, website, social media, and marketing materials. This includes screenshots of websites, ad creative samples, and performance metrics (which may be anonymised). The Client may request exclusion from our portfolio by written notice at any time.

8.5 Third-Party Platforms

All advertising accounts, data, and creative assets on third-party platforms (Google Ads, Meta, etc.) are owned by the Client. AdverGenie operates these accounts as an authorised agent of the Client and has no independent ownership rights over them.

9.1 No Guaranteed Results

AdverGenie does not guarantee specific results, rankings, traffic volumes, lead counts, conversion rates, revenue outcomes, or return on investment from any digital marketing service. The performance of digital marketing campaigns is influenced by factors outside our control, including but not limited to:

• Changes to Google, Meta, and other platform algorithms and policies
• Market conditions and competitive landscape changes
• Seasonal demand fluctuations in the Client's industry
• Quality of the Client's product, service, pricing, and customer experience
• Client website performance, speed, and conversion rate
• Ad Spend levels relative to recommended minimums
• Timely provision of content, approvals, and instructions by the Client

9.2 Performance Targets

Where performance targets or projections are included in a proposal, these are estimates based on available industry data, historical benchmarks, and our professional experience. They are not guarantees. Actual performance may be higher or lower than projected.

9.3 Industry Benchmarks

Case studies, testimonials, and results mentioned on our website reflect actual results achieved for specific clients in specific circumstances. These results are not representative of what every client will achieve and should not be interpreted as typical or guaranteed outcomes.

10.1 Exclusion of Consequential Losses

To the maximum extent permitted by applicable law, AdverGenie shall not be liable to the Client for any indirect, consequential, special, incidental, or punitive damages, including but not limited to loss of revenue, loss of profit, loss of business, loss of data, or loss of opportunity, arising out of or in connection with the provision or failure to provide the Services — even if advised of the possibility of such damages.

10.2 Cap on Liability

In all cases, AdverGenie' total aggregate liability to the Client — whether arising in contract, tort (including negligence), or otherwise — shall not exceed the total fees paid by the Client to AdverGenie in the three months immediately preceding the event giving rise to the claim.

10.3 Third-Party Platform Changes

AdverGenie shall not be liable for any impact on campaign performance, rankings, or results arising from changes to third-party platforms (including Google, Meta, or other advertising networks), algorithm updates, policy changes, or platform outages. We will make commercially reasonable efforts to adapt to such changes promptly.

10.4 Client-Provided Content

AdverGenie shall not be liable for any claim, loss, or liability arising from the use of content, materials, data, or instructions provided by the Client, including claims of intellectual property infringement, defamation, or regulatory non-compliance.

10.5 Force Majeure

AdverGenie shall not be in breach of these Terms or liable for delay or failure to perform any obligation if such delay or failure results from circumstances beyond our reasonable control, including acts of God, pandemic, government action, internet or platform outages, or other force majeure events.

11.1 Mutual Confidentiality

Both parties may, in the course of the engagement, disclose confidential information to the other party ("Confidential Information"). Each party agrees to:

• Hold the other party's Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information only for the purposes of the engagement
• Apply at least the same degree of care to protecting the other party's Confidential Information as it applies to its own

11.2 What Constitutes Confidential Information

Confidential Information includes, but is not limited to: campaign data, performance metrics, business strategy, pricing, client lists, technical specifications, ad account data, and any information marked as confidential or that a reasonable person would recognise as confidential given the context of disclosure.

11.3 Exceptions

The confidentiality obligations in this section do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is required to be disclosed by law or court order.

11.4 Survival

Confidentiality obligations survive termination of the engagement for a period of three years.

To enable AdverGenie to deliver the Services effectively, the Client agrees to:

• Provide accurate, complete, and timely information, content, and materials as reasonably required by AdverGenie
• Grant AdverGenie necessary access to relevant accounts, platforms, and systems (e.g., Google Ads, Google Analytics, Meta Business Manager, website CMS, hosting)
• Ensure that all content, materials, and instructions provided to AdverGenie are legally compliant, accurate, and do not infringe any third-party rights
• Review and respond to proposals, designs, copies, and other deliverables within agreed review windows
• Maintain adequate Ad Spend levels as recommended to achieve campaign objectives
• Not make changes to advertising accounts, website settings, or other shared platforms during active campaigns without prior consultation with AdverGenie
• Promptly notify AdverGenie of any significant changes to the business, products, services, pricing, or competitive environment that may affect the Services
• Designate a primary point of contact with authority to give instructions and approvals on behalf of the Client

AdverGenie shall not be liable for any reduction in performance or failure to meet targets resulting from the Client's failure to fulfil the above responsibilities.

13.1 Permitted Use

You may use our Site for lawful purposes only and in a manner consistent with all applicable laws and regulations. You must not use our Site in any way that is unlawful, fraudulent, harmful, or that violates the rights of others.

13.2 Prohibited Activities

You must not:

• Attempt to gain unauthorised access to any part of our Site, server, or database
• Transmit any unsolicited or unauthorised advertising or promotional material
• Knowingly transmit any data, virus, or malicious code that could disrupt our Site
• Scrape, copy, or redistribute our Site content without written permission
• Use our Site in a manner that could disable, overburden, or impair it
• Use any automated tools, bots, or scrapers to access or interact with our Site

13.3 Site Availability

We make no warranty that our Site will be available at all times, uninterrupted, or free of errors. We reserve the right to modify, suspend, or withdraw the Site at any time without notice. We will not be liable to you for any such interruption or withdrawal.

13.4 Accuracy of Content

The content on our Site is provided for general information only. While we endeavour to keep it accurate and up to date, we make no representations or warranties about the completeness, accuracy, or suitability of the information. Nothing on our Site constitutes professional advice — please contact us directly for advice specific to your situation.

14.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions.

14.2 Jurisdiction

The courts of Mumbai, Maharashtra, India shall have exclusive jurisdiction over any disputes arising out of or in connection with these Terms or the Services, and each party irrevocably submits to the personal jurisdiction of such courts.

14.3 Dispute Resolution Process

Before resorting to formal legal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation. If a dispute cannot be resolved through negotiation within 30 days, either party may escalate to formal mediation or legal proceedings as appropriate.

14.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.5 Entire Agreement

These Terms, together with any accepted proposal or SOW and our Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

AdverGenie reserves the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Last updated" date at the top of this page
• Send written notice to active clients via email at least 14 days before the changes take effect
• Display a notice on our website

For website visitors (non-clients), your continued use of our Site after any changes take effect constitutes acceptance of the revised Terms.

For active clients, if you do not agree to the revised Terms, you may terminate your service agreement in accordance with Section 7 (Cancellation & Termination) before the changes take effect. Continued use of our services after the effective date of changes constitutes acceptance of the revised Terms.

If you have any questions, concerns, or comments about these Terms of Service, please contact us: