Terms and Conditions





  • Inthesetermsand conditions,thefollowingdefinitionsapplyunlessotherwisestated:


‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in India are openforbusiness.


‘Contract’ means the contract between the Company and the Client for the supply of Services governed bytheseTerms andthe Order.


‘Client’ means the individual or business entity who purchases Services from the Company and whosedetailsaresetoutintheOrder.


‘Force Majeure Event’ means an event beyond the reasonable control of either party, including but notlimited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act ofGod, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule,regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers orsubcontractors.


‘Company’meansacompanywhichisasubsidiaryorholdingcompanyoftheCompany,asdefinedinsection7ofthe CompaniesAct2013.


‘Company’ means [ARIKA CONSULTANCY SERVICES] a company incorporated in INDIA under companynumber [GJ22D0083350] whose registered office is at [PUNE, MAHARASHTRA], trading as



‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and relatedrights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights ingoodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software,database right, topography rights, moral rights, rights in confidential information (including know-how and tradesecrets) and any other intellectual property rights, in each case whether registered or unregistered andincluding all applications for and renewals or extensions of such rights, and all similar or equivalent rights orformsofprotectionin anypartofthe world.


‘Order’meanstheorderplacedbytheClientthroughcounter-signingtheCompany’s Quotationform.


‘Order Form’ means a Quotation form counter-signed by the Client which together with these terms andconditionsshallforma bindingcontract.


‘Quotation’ means the written quotation prepared by the Company which contains its proposals for providingServicestotheClients.





‘Specification’meansthedescriptionorspecificationoftheServices inthe Order.


‘Terms’meansthesetermsandconditionsas updatedfromtimetotimeby theCompany.


‘GST’meansGoodsand ServiceTaxchargeableunderIndianlawforthetimebeingandanysimilaradditionaltax.


WhiteLabelWork’meansServicesprovidedbytheCompanytoaClientwhorebrandstheseservicesastheirown forthe benefitoftheirclient.


  • Where these Terms use words in their singular form, they shall also be read to include the plural form of theword and vice versa. Where these Conditions use words which denote a particular gender, they shall be alsoreadto include allgendersandvice versa.


  • The headings in this document are inserted for convenience only and shall not affect the construction orinterpretationoftheseTerms.


  • Areference to a statute or statutoryprovision is a reference to such statute or statutoryprovision asamended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislationmadeunder thatstatute orstatutoryprovision,asamendedor re-enacted.




  • TheseTermsshallapplytoallagreementsconcludedbetweentheCompanyandtheClienttotheexclusionof any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom,practiceorcourseofdealing.


  • These Terms and the Order may only be varied by express written agreement between the Company and theClient.




  • The Order constitutes an offer by the Client to purchase the Services in accordance with these Terms. TheClientshall ensurethatthetermsof theOrderandanyrelevantSpecificationarecompleteandaccurate.


  • The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order,orwhentheCompanyhasstartedtoprovidetheServiceshavingreceivedtheOrder,whicheverhappensfirst,atwhich pointthe Contractshall come into existence.


  • The Contract constitutes the entire agreement between the Companyto provide the Services to the Clientandfor theClienttopurchasethoseServices,inaccordance with theseTerms.


  • The Client acknowledges that it has not relied on any statement, promise or representation made or given byor on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter,or advertising issued by the Company and any descriptions or illustrations contained in the Company’scatalogues or brochures are issued or published for the sole purpose of giving an approximate idea of theServices described in them. They shall not form part of the Contract or any other contract between theCompanyandtheClientfor thesupplyofServices.


  • A Quotation for the supply of Services given by the Company shall not constitute an offer.A Quotation shallonlybevalidfora periodof14BusinessDaysfromitsdateofissue.


  • ForanyWhiteLabelWorkthe Clientunderstandsandagrees thattheCompanyhavenocontractualrelationship and therefore no liability in respect of the ultimate client with whom the Client agrees to performtheWhiteLabelWorkfor.




  • The Company warrants that it will provide the Services as stipulated in the Order using reasonable care andskilltoconformin allmaterialrespectswiththe Specification.


  • The Company shall use all reasonable endeavours to meet any performance dates specified in the Order butany such dates shall be estimates only and time shall not be of the essence for the provision of the Services.The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event orthe Client’s failure to provide the Company with adequate delivery instructions or any other instructionsrelevanttothesupply oftheServices.


  • The Company shall have the right to make any changes to the Services which are necessary to comply withanyapplicable law.


  • The Company shall be entitled to use a Group Company or other subcontractors for the provision of theServices provided always that the Company shall remain liable to the Client for the performance of theServicesasifithadcarriedthem outitself.




  • The Client shall provide assistance and technical information to the Company, as reasonably required by theCompany in sufficient time to facilitate the execution of an Order in accordance with any estimated deliverydates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all informationprovided to the Company and warrants and undertakes to the Company that the Client’s employees assistinginthe execution of anOrder havethe necessaryskillsand authority.


  • The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and orapprove materials provided under the Services, including (without limitation) advertising copy, search termsand graphic material submitted by the Company. In addition, the Client shall be obliged as quickly as possibleandwithintheagreeddeadlinetoimplementchangesonwebsites,inITsystemsorwhereitmayotherwiseberequired bythe Company.


  • The Client shall be obliged to inform the Company immediately of changes of domain names, websites,technical setup and any other material information regarding the technical infrastructure which may affect theServicesdelivered bytheCompany.


  • In the event that the Client fails to undertake those acts or provide those materials required under this clause5 within any agreed deadline (and at least within 15 Business Days of the date requested by the Company)the Company shall be entitled to invoice for the Services that it has supplied and the remaining Servicesspecifiedin theOrder whetheror nottheCompany hasbeen abletodeliverthem.


  • The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and expenseswhatsoever and howsoever incurred bythe Company in respect of any third parties as a result of theprovision of the Services in accordance with the Order, Specification, or the content of the Client’s advertisingor web pages which result in claims or proceedings against the Company for infringement of any IntellectualProperty Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or fordefamation.


  • The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws relating toits use of the Services, includingwithout limitation itsobligationsunder the Data Protection Act2018,Competition Act2002andtheE-CommerceDirectiveandequivalentlegislationandherebyagreestoindemnify and to keep the Company indemnified in respect of any and all costs, claims or proceedingswhatsoever brought against the Company by any third party in connection with any breach of the same by theClient.


  • As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible forimplementing the optimization changes recommended by the Company.As notified by the Company, incertain cases for amendments to existing optimizations, the Client shall allow the Company use of the site’sFTPorcontentmanagementsystem’susernameandpasswordinordertogainaccesstoaddinkeywords.


  • The Company require that prior notice be given for any alterations relating to the Client’s website(s) that mayaffect the services supplied by the Company.If alterations are made by the Client or a third party to theClient’ssite(s)searchengineplacementsmay beaffectedandtheCompanycannotbeheldresponsible.


  • The Company advises that regular, fresh content added to the site will help to improve the stability of rankingswithin search engines and the Client understands that regular, unique content plays an important part in thesuccessofawebsite andfailuretoadduniquecontentwilllessentheimpactofSEOservices.


  • In respect of all White Label Work the Client shall indemnify the Company against all liabilities, costs,expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss ofreputation and all interest, penalties and legaland other professional costs and expenses) suffered orincurredbytheCompanyarisingoutoforinconnectionwiththecontractbetweentheClientandtheirclientfortheWhiteLabelWork.


6.     PRICES


  • Unless otherwise expressly stated, all prices shall be in Indian Rupees (INR) and shall be exclusive of GSTand other duties. In the event that duties are introduced or changed after the conclusion of an Order, theCompanyshallbeentitledtoadjusttheagreed pricesaccordingly.


  • The Client acknowledges that certain Services may involve the licensing of third party Intellectual PropertyRights and that the Client may be required to enter into a license directly with such third party.Unlessotherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual PropertyRights for materials to be included in marketing materials, including if relevant (but without limitation) picturesandlicensesfromthirdpartyownersand licensors.


  • The price stated in the Order shall be a an estimate based on a qualified estimate of the number of hoursrequired to provide the Services.This is an estimate only and Services shall be invoiced in accordance withthe actual number of hours spent in accordance with the price set out in the Order or Quotation and in theevent that the price is not so stipulated, the Client shall be charged at the hourly rate specified in theCompany’s then current price list. the Company shall be obliged to update the estimate and budgets on anongoingbasisfollowing,amongother things,changesmadeto anOrder.


  • Whilst every effort is made to ensure that costing estimates are accurate, the Company reserves the right toamendanyestimate,shouldan error or omissionhave beenmade.


7.     PAYMENT


  • The Company shall invoice the Client either in advance or following Services delivered.Before the Companycarry out any work Clients are usually asked to provide a non-refundable fees deposit.This deposit is like arent deposit.It is kept securely and will be offset against the Client’s last invoice(s) when the work detailed inan Order has been completed.Also, if the Client does not pay invoiced amount when it is due, the Companywill notdo anyfurther workuntiltheamountbeenpaid.


  • The Client shall pay each invoice submitted by the Company within 14 Business Days of the date of theinvoice and in cleared funds in accordance with clause 7.3 below.The invoice number shall be stated on allpaymentsandpaymentbyCheque and BankTransfer areaccepted.


  • The Client shall pay all amounts due under the Contract in full without any deduction or withholding except asrequired by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against theCompany in order to justify withholding payment of any such amount in whole or in part. the Company may,without limiting its other rights or remedies, set off any amount owing to it by the Client against any amountpayablebytheCompanytotheClient.


  • In the event of overdue payment, interest shall accrue on the invoice amount at the rate of18 percent overthe base rate for the period of delay on the outstanding amount. Company shall be entitled to submit suchreminders on a weekly basis once the fees have become overdue. the Company expressly reserves all rightsat alltimestobringanylegalaction itconsidersappropriatetorecoveranyunpaidsums.


  • Late payment shall be considered as constituting a material breach of the Contract entitling the Company (atitsdiscretion)tocanceltheContractortoaffirmtheContractandassert theusualremediesforbreach.


  • In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to assist ordelay in assisting in the execution of the Order, the Company shall be entitled to charge to the Client anestimated amount, corresponding to the amount that would have been due had the Services been rendered inaccordance with the Order. the Company shall be entitled to payment on the basis of the Company’s price listapplicable from time to time for any additional work required because of theClient’s failure to assist or delayinassisting.


  • If the Client subsequently requires the Company to complete the work within a shorter time frame thanspecified in the Order the Company reserves the right to charge additional monies to priorities such projectsaheadofpre-planned work.




  • In the event that the Client proves that the Services are delayed or not in accordance with the Contract, theCompanyshall beobligedtoremedyor redeliver,atitsown discretion, without undue delay.


  • Complaints concerning delays or breach of Contract shall be submitted immediately after the time when theClient became or should have become aware of the matter. If the Client fails to bring the defect (unless by itsvery nature it is impossible to ascertain within such a period) to the attention of the Company within 48 hoursthe Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies basedondelaysor breachofContract.


  • The Client hereby acknowledges that certain Services rely upongoodsand/or services being provided bythirdparties(‘ThirdPartyServices’).TheClientacknowledgesthattheThirdPartyServiceswillbegoverned by that third parties’ terms and conditions and that the Company cannot provide any warranties inrespectofthe Third Party’sServices and will notbe liable to theClientfor any delaysand/or failingsinrespect of the same. Providers of Third Party Services may provide their own warranties to the Client andthe Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’sbusinesspurposesor riskmanagementpolicies.


  • the Company’s only responsibility in respect of the Third Party Services is to take reasonable care and skillwhenselectingthe providersofthe same.




  • Except as expressly stated in this Clause 9, the Company shall have no liability to the Client for any loss ordamage whatsoever arising from or in connection with the provision of the Services or for any claim madeagainstthe Clientbyanythirdparty.


  • Without prejudice to the generality of Clause 9.1 above, the Company shall have no liability for any losses ordamages which may be suffered by the Client whether the same are suffered directly or indirectly or areimmediateorconsequentialwhichfall intothe followingcategories:


  1. AnyindirectorconsequentiallossarisingunderorinrelationtotheContracteventhoughtheCompanywasawareofthecircumstancesinwhichsuchlosscould arise;


  1. Lossofprofits;lossofanticipatedsavings;lossofbusiness opportunityorgoodwill;


  1. Lossofdata;and


  1. Fraudulentclicksonanyofthe Client’saccountsmanagedby theCompany.


  • To the extent such liability is not excluded by sub-clauses 9.1, 9.2 and clause 10 below, the Company’s totalliability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contractorbasedonanyclaimforindemnityorcontribution(includingfordamagetotangibleproperty)orotherwisewill notin anyeventexceedthetotalsuminvoicedfortheServices.




  • The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions,interruptions, faulty third-party software, search engines or websites on which a service is dependent or otherdeliveries from a third party. the Company shall use its reasonable efforts to assist in remedial efforts if sorequested by the Client. Any work connected with remedial efforts as described above shall be charged to theClient separately in accordance with these Terms or (at the Company’s discretion) the Company’s price listapplicablefromtimetotime.


  • The Company shall not be liable for any changes made without notice by the Client or a third party employedbythe Client to domain names,websites, links, technical setup etc. and affecting theServicesdelivered bythe Company. Preceding or subsequent work connected with any adjustments required as a result of suchchanges shall be charged to the Clientin accordance with these Termsor on the basisofthe Company’spricelistapplicablefromtimetotimeattheCompany’sdiscretion.


  • The Company shall use all reasonable endeavors to deliver Services relating to search engine optimization,links,advertisements,banners,payperclickandgoogleanalyticsinaccordancewiththeguidelinesapplicable to the relevant search engines. However, the Company shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria,viewing policy, prices and campaign offers or other matters beyond the Company’s control and reserves theright to make changes to Services as a result of the same. In addition, the Company shall not be liable forotherchangesor discontinuationofsearch engines.


  • TheCompanyshallnotbeliableforServicesrelatingtosearchengineoptimization,linkbuilding,advertisements, banners or sponsorships leading to a minimum number of views, position or frequency insearches on relevant words or otherwise. In addition, the Company shall not be liable for ensuring that suchServicesleadtoacertainvolumeof traffic,numberofclicks, registrations, purchasesorthelike.


  • TheCompanyshall notberesponsibleforURLsdroppedorexcludedbyasearchengineforanyreason.


  • If the Client does not implement some or all of the Company’s recommendations, the Company shall not bearanyliabilityforanylackofsuccessexperiencedbytheClientrelatingtotheServices.




  • It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rightswhen they provide any text, image or representation (“Materials”) to the Company for incorporation into theServices and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licenseto the Company to use such Materials for the purposes of providing the Services for the duration of theContract.


  • The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed orapprovedarenotincontraventionoflegislation,decency,marketingrulesoranyotherthird-partyrights.the




  • TheClientshallindemnifytheCompanyagainstalldamages,lossesandexpensessufferedorincurredbythe Company as a result of the Materials which the Client has contributed or approved being in contraventionof legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual PropertyRightsofathirdparty.


  • The parties shall be obliged to notify the other party without undue delay of any claims raised against a partyasdescribedabove.


  • Unless expressly stated otherwise in these Terms or in an Order, the Intellectual Property Rights created,developed, subsisting or used in connection with the Services and whether in existence at the date hereof orcreated in the future shall vest in and be the property of the Company or the relevant third party from whomthe Company has acquired a right of use with a view to executing the Order.The Client agrees to executeand deliver such documents and perform such acts as may be necessary from time to time to ensure suchIntellectualPropertyRightsvestinthe Company.


  • The Intellectual Property Rights as mentioned in Clause 11.2 shall not be used, assigned, distributed, copied,forwardedtoonlineorofflineactivitiesbythe Clientwithoutaseparate, expresswrittenagreement.


  • If the Company makes software, scripts, ASP services etc. available to the Client as part of the execution ofan Order, the Client shall only acquire a non-exclusive personal nontransferablelicense to use such materialuntilthe Servicesunder thisagreementcease.


  • The Client hereby irrevocably licenses the Company to use and display the Client’s name, figure, logo etc. asa reference on the Company’s website, other marketing materials or types of media whilst they are a Client ofthe Company and for 18 months after the Contract terminates. The Client agrees to send the Company it’smost recentlogoor figureasandwhen itisamended fromtimetotime.




  • Aparty(ReceivingParty)shallkeepinstrictconfidencealltechnicalorcommercialknow-how,specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosedto the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, andany other confidential information concerning the Disclosing Party’s business or its products or its serviceswhich the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidentialinformation to suchof itsemployees,agents or subcontractors asneed to know it for thepurposeofdischarging the Receiving Party’s obligations under the Contract, and shall ensure that such employees,agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind theReceivingParty.Thisclauseshallsurvivetermination oftheContract.


  • During the term of the Contract and for a period ending 5 years from the date of its conclusion, the Companyshall take the same care as the Company uses with its own confidential information, to avoid, without theClient’s consent, the disclosure to any third party (except a subcontractor working on the Services who issubject to similar undertakings of confidentiality) of any of the Client’s business or operational informationwhichtheClienthasdesignated asconfidential.


  • The obligation in Clause 12.2 shall not apply to any information which is or becomes publicly availableotherwisethanthroughabreachofthisagreement,isalreadyorrightlycomesintotheCompany’spossession without an accompanying obligation of confidence, is independently developed by the Company,orwhichthe Companyisrequiredtodisclose bylaw.


  • During the term of the Contract and for a period ending 5 years from termination thereof, the Client will notdisclosetoanypersonswithinitsorganizationthatdonothaveaneedtoknow,ortoanythirdparty,any






  • Withoutlimitingitsotherrightsorremedies,eachpartymayterminatetheContractwithimmediateeffectbygiving written notice totheother partyifthe other party:


  1. commits a material breach of the Contract and (if such breach is remediable) fails to remedy thatbreachwithin30daysof thatpartybeing notifiedinwriting ofthe breach;or


  1. becomesorisinsolventorisunabletopayitsdebts(withinthemeaningoftheInsolvencyAct2016) or (except for the purposes of a genuine amalgamation or reconstruction) a petition ispresented or meeting convened or resolution passed for winding up the defaulting party or thedefaulting party enters into liquidation whether compulsorily or voluntarily or compounds with itscreditors generally or has a receiver, administrator, or administrative receiver appointed over all orany part of its assets or the defaulting party ceases to carry on all or a substantial part of itsbusiness.


  • TheCompanyshall,inadditiontoallotherrightsandremediesundertheseTermsbeentitledtoterminatethis Contract without notice in the event that any of its charges for the Services are not paid in accordancewiththeseTerms.


  • Upon termination, for whatever reason, the parties shall be obliged to return all materials received from theother pursuant to the Contract without undue delay. If relevant, the Client shall be obliged to remove codes,etc, from websites without undue delay. If theClient fails to do so, the Company shall be entitled to invoicethe Client in line with its then current terms and conditions for subsequent Services without such invoicingamountingto a waiver of the Company’s righttoterminate theContract.


  • The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under theContractand these Terms withoutthepriorwrittenconsentoftheCompany.


  • The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract andthese Terms and the Client acknowledges that certain elements of the Services will be provided by thirdparties.




  • Neitherpartyshall beheldliableforaForceMajeureEvent.


  • If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the otherpartyofthestartand end oftheForce MajeureEvent.


  • Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate theContract without liability to the other by written notice to the other party in the event that the performance oftheContractisimpededfor morethan 6 monthsduetoaForce Majeure Event.




  • The Company reserves the right to modify or discontinue, temporarily or permanently, the Services with orwithout notice to the Client and the Company shall not be liable to the Client or any third party for anymodification to or discontinuance of these Services save for the return of any prepaid sums in connection withtheprovision oftheServiceswhich aresubsequentlynotprovided.


  • The Company shall be free to provide its Services to third parties whether during or following the provision oftheServicestotheClient.


  • During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to employ orengageoroffertoemployorengageanyonedesignatedbytheCompanytoworkontheServices.


  • The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant tothese Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall innowayaffectthatparty’srightlater to enforceorto exerciseit.


  • If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such term shall,insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no wayaffect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effectandbe binding onthe partiestothe Contract.


  • AnyvalidalterationtoorvariationoftheseTermsmustbeinwritingsignedonbehalfofeachofthepartiesbydulyauthorized officers.


  • A personwhoisnotapartytotheContractshallnothaveanyrightsunderorinconnectionwithit.


  • All notices must be in writing to [ARIKA CONSULTANCY SERVICES], [SURAT, GUJARAT], or suchaddressasis advised bythe Company.




The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding orarrangement between the parties, whether made orally or in writing and constitute the entire agreementbetween the Company and the Client relating to these Services. Therefore, except as expressly provided, allother conditions and warranties (implied, statutory or otherwise) are hereby excluded to the fullest extentpermittedbylaw.




  • The Company and the Client shall be obliged to attempt to settle any disputes arising between them includingdisputes relating to the existence or validity of the Contract through negotiation provided always that eitherpartyshallbeentitledatalltimestoexerciseanyofitsotherremedies includingthroughtakinglegal action.


  • The Contract shall be governed by and construed in accordance with Indian law and the parties hereby agreetosubmittothenon-exclusivejurisdictionoftheIndiancourts.