WebSeicho

Contract No: WS-202608-0001  |  Status: Active

This Digital Marketing Services Agreement ("Agreement") is made and entered into on 1st April 2026 ("Effective Date"), by and between:

WebSeicho (a unit of Keshari Group), having its registered/operating office at A-53, Rajendra Park, Extention, Nangloi, New Delhi - 110041, represented by Amit Keshari (Founder) (hereinafter referred to as the "Agency");

AND

Sardar Patel Academy & Research Center (Computer Institute), having its registered/operating office at Location : Ground Floor & First Floor, 2514, Hudson Ln, opposite Laxmi Dairy, Kingsway Camp, GTB Nagar, Delhi, Delhi Delhi 110009, represented by Rituraaj Gupta (Director) (hereinafter referred to as the "Client").

The Agency and the Client shall hereinafter be individually referred to as a "Party" and collectively as the "Parties".

1. Recitals

WHEREAS, the Agency is engaged in the business of providing digital marketing, advertising, and related technology services;

WHEREAS, the Client wishes to engage the Agency to provide such services on the terms and conditions set out in this Agreement, and the Agency has agreed to provide the same;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

2. Scope of Services

The Agency shall provide the following services ("Services") to the Client:

• Social Media Marketing & Management
• SEO (On-page
• Off-page
• Technical)
• Website Design & Development

Any service not expressly listed above shall be considered outside the scope of this Agreement and may be undertaken only upon a separate written agreement or addendum.

3. Term & Duration

1. This Agreement shall commence on 1st April 2026 and shall remain valid for a period of 1 month(s), unless terminated earlier in accordance with Clause 9.
2. This Agreement may be renewed for further terms upon mutual written consent of both Parties.

4. Fees & Payment Terms

1. In consideration of the Services, the Client shall pay the Agency a fee of ₹30,000.00 (monthly), as detailed in Annexure A.
2. Advertising/media spend on third-party platforms is exclusive of the Agency's service fee, unless otherwise agreed in writing.
3. An advance/retainer of ₹0.00 (0.00%) shall be payable prior to commencement of Services.
4. Invoices shall be payable within 7 days of the invoice date.
5. Delayed payments beyond the due date shall attract interest at 2.00% per month on the outstanding amount.
6. All fees are exclusive of applicable taxes (including GST), borne by the Client.
7. Any change in scope shall be charged separately as mutually agreed in writing.

5. Client Responsibilities

• Provide timely access to accounts, credentials, brand assets, content, and approvals;
• Designate a single point of contact for coordination and timely feedback;
• Ensure all information/materials supplied are accurate, lawful, and do not infringe third-party rights;
• Make timely payments as per Clause 4;
• Bear costs of third-party tools, ad spend, domain/hosting unless otherwise agreed.

6. Deliverables & Reporting

1. The Agency shall share periodic performance reports (monthly, unless otherwise agreed).
2. Deliverable timelines are set out in Annexure A, subject to timely Client cooperation.
3. The Agency does not guarantee specific rankings, sales, leads, or revenue outcomes, unless expressly agreed in writing.

7. Confidentiality

Each Party agrees to keep confidential all non-public business, technical, financial, and strategic information disclosed by the other Party, except as required by law or to advisors bound by equivalent confidentiality obligations. This obligation survives termination for two (2) years.

8. Intellectual Property Rights

1. Upon full payment, final deliverables created specifically for the Client shall become Client property, save for the Agency's pre-existing tools, templates, and proprietary processes.
2. The Agency may showcase completed work in its portfolio/case studies unless the Client requests confidentiality in writing.
3. The Client is solely responsible for ensuring it holds rights to any third-party content/logos it provides.

9. Termination

1. Either Party may terminate this Agreement with thirty (30) days' prior written notice.
2. Either Party may terminate immediately on material breach uncured within fifteen (15) days of written notice.
3. On termination, the Client shall pay for Services rendered up to that date; unutilized advance shall be adjusted/refunded after deducting completed work and non-recoverable third-party costs.
4. On termination, the Agency shall hand over Client-owned account access, subject to receipt of outstanding dues.

10. Warranties & Disclaimers

The Agency warrants it shall perform Services with reasonable skill and care per industry standards. Services are otherwise provided "as-is", with no warranty of specific business outcomes. The Agency is not responsible for third-party platform policy changes, algorithm shifts, or account penalties arising from Client-provided content violating platform policies.

11. Limitation of Liability & Indemnity

1. The Agency's total liability shall not exceed fees paid by the Client in the three (3) months preceding the claim.
2. Neither Party shall be liable for indirect, incidental, or consequential damages including loss of profit.
3. The Client shall indemnify the Agency against claims arising from inaccurate, unlawful, or infringing Client-provided content.
4. The Agency shall indemnify the Client against claims arising from the Agency's proven gross negligence or willful misconduct.

12. Force Majeure

Neither Party shall be liable for delay/failure in performance (other than payment obligations) due to causes beyond reasonable control, including acts of God, war, government restrictions, or third-party platform outages.

13. Non-Solicitation

During the term and for twelve (12) months thereafter, neither Party shall directly solicit or hire the other's employees/contractors involved in this engagement, without prior written consent.

14. Independent Contractor Relationship

The Agency acts as an independent contractor. Nothing herein creates a partnership, joint venture, or employer-employee relationship.

15. Amendment & Assignment

This Agreement may only be amended by written instrument signed by both Parties. Neither Party may assign its rights/obligations without prior written consent, except in case of merger, acquisition, or sale of substantially all assets.

16. Notices

All notices shall be in writing, sent via email (with acknowledgment) to gupta.rituraaj@gmail.com (Client) or the Agency's registered contact, or by registered post to the addresses mentioned herein.

17. Governing Law & Dispute Resolution

1. This Agreement is governed by the laws of India.
2. Disputes shall first be attempted to be resolved amicably within thirty (30) days.
3. Unresolved disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator, seated at Delhi, India, proceedings in English.
4. Subject to the above, courts at Delhi, India shall have exclusive jurisdiction.

18. Entire Agreement

This Agreement, with its Annexures, constitutes the entire understanding between the Parties and supersedes all prior discussions, written or oral.

19. Severability

If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF

The Parties hereto have executed this Agreement on the date first mentioned above.

Annexure A — Scope of Work & Fee Schedule

• Scope details: To be attached separately
• Fee: ₹30,000.00 (monthly)
• Advance: ₹0.00
• Ad spend note: —

Note: This Agreement is a general-purpose template for a digital marketing services engagement in India. Have it reviewed by a qualified legal professional before use.