Effective Date: December 1, 2023
Last Updated: December 1, 2023
Company: MediaExperts Digital Advertising Agency
Registered Address: [Your Business Address in New Delhi, India]
Contact: support@mediaexperts.online
Website: mediaexperts.online
By engaging MediaExperts (“we,” “us,” “our,” or “the Agency”) for advertising services, accessing our website, or using any of our services, you (“Client,” “you,” or “your”) agree to be bound by these Terms and Conditions. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms.
These Terms, together with our Privacy Policy, Service Level Agreement (if applicable), and any signed Proposal or Statement of Work, constitute the entire agreement between you and MediaExperts.
MediaExperts provides professional YouTube and Google Ads management services including but not limited to:
Campaign strategy development and planning
Audience research and targeting specific to Indian and global markets
Creative concept development and optimization for diverse audiences
Ad copywriting and video production guidance compliant with Indian advertising regulations
Campaign setup, management, and optimization
Performance tracking, analytics, and reporting
Budget management and bidding strategy
Compliance monitoring with Indian advertising standards and platform policies
Specific services to be provided will be detailed in a separately executed Proposal or Statement of Work (“SOW”). Each SOW shall specify:
Services to be performed
Performance metrics and KPIs
Deliverables and timelines
Fees and payment terms
Term and termination conditions
We require administrative access to your Google Ads account
Minimum campaign budgets may apply as per Indian market standards
Certain industries may be restricted per platform policies and Indian regulations
Services are subject to platform availability and policy changes
We comply with the Information Technology Act, 2000 and relevant Indian laws
You agree to provide us with:
Administrative access to your Google Ads account
Access to relevant YouTube channel(s)
Access to Google Analytics (if applicable)
Necessary login credentials (securely transmitted)
You are responsible for:
Providing accurate business information as per Indian business regulations
Supplying brand assets (logos, guidelines, etc.)
Approving campaign creatives and strategies
Ensuring all content complies with applicable Indian laws including:
Consumer Protection Act, 2019
Advertising Standards Council of India (ASCI) codes
Cable Television Network Rules, 1994
Any other relevant Indian legislation
Obtaining necessary rights and permissions for all materials
You warrant that:
You have the right to advertise all products/services in India
All claims in advertisements are truthful and substantiated as per Indian law
You comply with all applicable Indian laws and regulations
You have proper disclosures where required by Indian law
Your business practices are legal and ethical in India
You agree to:
Provide feedback within agreed timeframes
Approve campaigns and creatives promptly
Respond to compliance requests within 24 hours
Notify us immediately of any account issues
Our fee structure may include one or more of the following:
Management Fee: Monthly retainer for services (in INR)
Performance Fee: Percentage of ad spend or revenue
Project Fee: Fixed fee for specific projects (in INR)
Hourly Rate: For consulting and additional services (in INR)
Specific fees will be outlined in your SOW. All fees are exclusive of GST.
Invoices are issued monthly in advance
Payment due within 15 days of invoice date
Late payments incur 1.5% monthly interest or maximum permissible by Indian law
All fees are in Indian Rupees (INR) unless otherwise specified
You are responsible for all applicable Indian taxes including GST
Payments to be made via NEFT, RTGS, or other approved electronic methods
You maintain control of your advertising budget
We will not exceed agreed budget without prior approval
Platform fees (Google Ads costs) are billed directly to you
We are not responsible for platform billing errors
Currency conversion rates apply for international campaigns
Management fees are non-refundable
No refunds for services already rendered
Performance-based fees adjusted based on actual results
Disputed services must be reported within 7 days
You retain ownership of:
Your brand assets, trademarks, and logos
Your website content and products
Your customer data and lists
Materials you provide to us
We retain ownership of:
Our proprietary methodologies and processes
Our analytics tools and reporting templates
Our training materials and documentation
Any technology we develop
Copyright in original works created by us
Campaign strategies and plans become your property upon full payment
Custom creatives we produce are licensed to you for campaign use
Reports and analytics are provided for your internal use
We may use anonymized data for case studies and marketing
You grant us a limited license to:
Use your brand assets for campaign management
Represent you to advertising platforms
Use campaign results in anonymized case studies
Access your accounts for service delivery
“Confidential Information” includes:
Business strategies and plans
Financial information and pricing
Customer lists and data
Technical information and processes
Any information marked confidential
Both parties agree to:
Maintain confidentiality of all Confidential Information
Use information only for purposes of this agreement
Disclose only to employees with need to know
Return or destroy information upon termination
Confidentiality obligations do not apply to information that:
Becomes publicly available through no fault of recipient
Was already known to recipient without restriction
Is independently developed by recipient
Must be disclosed by law or court order
We warrant that:
Services will be performed with reasonable skill and care
We will comply with all platform policies and Indian regulations
We will maintain industry-standard security practices
We will provide services in a professional manner
While we cannot guarantee specific results due to market variables, we commit to:
Implementing industry best practices
Continuous optimization based on performance data
Regular reporting and transparency
Achieving agreed KPIs where specified in SOW
You acknowledge that:
Advertising results are influenced by many factors
Platform algorithms change frequently
Indian market conditions affect campaign performance
Past performance does not guarantee future results
Our total liability shall not exceed fees paid in preceding 6 months
We are not liable for indirect, consequential, or punitive damages
We are not liable for platform changes or service interruptions
Liability is limited as per Indian Contract Act, 1872
Each party’s liability is limited as set forth herein
We agree to:
Comply with all Google Ads policies
Monitor for policy changes and updates
Implement required changes promptly
Maintain necessary certifications
We agree to:
Adhere to YouTube Partner Program policies
Follow community guidelines and content policies
Comply with advertising restrictions
Monitor for policy violations
We agree to:
Comply with Indian advertising regulations
Follow ASCI guidelines for advertising
Adhere to Ministry of Information and Broadcasting guidelines
Comply with data protection requirements under Indian law
Both parties agree to:
Cooperate on compliance matters
Respond promptly to platform inquiries
Implement required changes
Share relevant policy updates
In the event of policy violations:
We will notify you immediately
We will recommend corrective actions
We may pause campaigns if required
You are ultimately responsible for compliance
Where applicable, we will enter into a Data Processing Agreement (“DPA”) that governs our processing of personal data on your behalf. Our standard DPA incorporates:
Google Ads Data Protection Terms
Indian data protection principles
Reasonable security practices as per Information Technology Act
We implement appropriate technical and organizational measures to protect data including:
Access controls and authentication
Encryption of data in transit and at rest
Regular security assessments
Employee confidentiality agreements
Compliance with Indian data security standards
We will assist you in responding to data subject requests in accordance with applicable data protection laws including emerging Indian data protection legislation.
In the event of a data breach, we will:
Notify you within 48 hours of discovery
Cooperate in investigation and remediation
Provide necessary information for regulatory reporting
Implement corrective measures
Comply with Indian breach notification requirements
This agreement begins on the effective date and continues until terminated as specified herein. Individual SOWs may have specific terms.
Either party may terminate for material breach if:
The breach is not cured within 30 days of written notice
The breach is incapable of cure
The other party becomes insolvent or bankrupt
You may terminate with 30 days written notice
Early termination may incur termination fees as specified in SOW
You remain liable for services rendered and expenses incurred
Upon termination:
We will cease all services
You will pay all outstanding fees
We will return your materials
Each party will return Confidential Information
Certain provisions will survive termination
The parties agree to attempt to resolve any dispute through good faith negotiation before pursuing other remedies.
If negotiation fails, the parties agree to mediate the dispute with a mutually acceptable mediator in New Delhi before pursuing litigation.
Any unresolved disputes shall be settled by binding arbitration in New Delhi in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in English.
This agreement shall be governed by and construed in accordance with the laws of India.
The parties consent to the exclusive jurisdiction of the courts in New Delhi for any legal proceedings.
Neither party shall be liable for failure to perform due to circumstances beyond reasonable control including:
Natural disasters
Government actions
Platform outages
Internet failures
Labor disputes
Pandemics or epidemics
Any other circumstances recognized as force majeure under Indian law
The affected party must notify the other party promptly and use reasonable efforts to resume performance.
You agree to indemnify and hold us harmless from any claims arising from:
Your breach of this agreement
Your violation of laws or regulations
Your infringement of third-party rights
Your content or materials
Any claims under Indian consumer protection laws
We agree to indemnify and hold you harmless from claims arising from:
Our breach of this agreement
Our gross negligence or willful misconduct
Our infringement of third-party intellectual property
The indemnified party shall:
Provide prompt written notice of claim
Allow indemnifying party to control defense
Cooperate in defense of claim
Not settle without consent
We maintain professional liability insurance with limits appropriate for Indian market standards. Certificates of insurance are available upon request.
MediaExperts is an independent contractor, not your employee. Nothing in this agreement creates a partnership, joint venture, or agency relationship.
Neither party may assign this agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
All notices shall be in writing and sent to:
To MediaExperts: support@mediaexperts.online
To Client: Email address provided in SOW
Notices are deemed received when delivered or, if emailed, when receipt is confirmed. Physical notices to be sent to our registered address in New Delhi.
This agreement, together with any SOWs and addendums, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
No amendment to this agreement is effective unless in writing and signed by both parties.
If any provision is found invalid or unenforceable under Indian law, the remaining provisions remain in full force and effect.
No waiver of any provision shall be effective unless in writing. Failure to enforce any provision does not waive the right to enforce it later.
Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Performance and Warranties), 10 (Term and Termination), 13 (Indemnification), and 17 (Notices) shall survive termination.
This agreement does not create any third-party beneficiary rights.
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Section headings are for convenience only and do not affect interpretation.
All fees are exclusive of GST. We will issue tax invoices in compliance with Indian GST regulations. You are responsible for paying all applicable taxes.
Both parties agree to comply with the Prevention of Corruption Act, 1988 and other applicable anti-corruption laws in India.
By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.
For Google Ads Compliance: These Terms incorporate by reference Google’s Advertising Policies, Terms of Service, and Data Processing Terms where applicable.
For Indian Compliance: These Terms are compliant with Indian laws including but not limited to:
Indian Contract Act, 1872
Information Technology Act, 2000
Consumer Protection Act, 2019
Relevant advertising regulations
Service Level Agreements: Specific performance guarantees and service levels will be detailed in individual Statements of Work.
Contact for Questions: support@mediaexperts.online