TERMS AND CONDITIONS CONSULTANCY SERVICES

1. Scope of Application
   These General Terms and Conditions (“T&C”) shall govern and be applicable to all present and future contracts for consultancy services executed between Marketsage Technologies Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at [Insert Address] (hereinafter referred to as “Marketsage”), and the client (hereinafter referred to as the “Client”), unless otherwise agreed in writing.

   Any deviation from these T&C, including the applicability of any general terms and conditions of the Client, shall be valid and binding only if expressly accepted in writing by authorised representatives of Marketsage. All agreements, including service orders and amendments thereto, shall be binding only upon written confirmation by both parties and shall be enforceable solely to the extent provided therein.

2. Scope and Execution of the Services

   1. The scope and nature of the services to be provided by Marketsage shall be as defined in the applicable service agreement, annexures, addendums, and related documentation forming part of the contract.

   2. Any variation, addition or modification to the agreed scope shall require a written agreement executed by both parties.

   3. Any estimated timelines for completion of services are indicative and non-binding unless expressly agreed and confirmed in writing as binding.

   4. Marketsage shall have sole discretion in the allocation and deployment of personnel for the performance of services and reserves the right to determine the location from which such services shall be rendered.

   5. The provision of services at the Client’s premises shall not in any manner be construed as placing Marketsage’s personnel under the control or supervision of the Client. All personnel shall remain under the sole direction and management of Marketsage.

   6. Marketsage reserves the right to subcontract all or part of the services to third-party service providers, unless specifically restricted under the terms of the applicable service contract.

   7. In the event of any delay, obstruction, or increase in cost attributable to the Client’s failure to provide required cooperation, Marketsage shall be entitled to reasonable compensation for any additional time or expenses incurred, and the performance timeline, if any, shall be extended accordingly.

   8. Marketsage shall not be liable for any delay or failure in performance arising out of Force Majeure events.

3. Obligations of the Client
   The Client undertakes to provide, without demand or delay, all data, documents, and other information necessary for the performance of services and shall notify Marketsage of all material facts, circumstances, or developments which may affect the execution of the contract.

4. Intellectual Property Rights
   All intellectual property rights, including but not limited to copyrights and rights in software, documentation, processes or methodologies, developed or utilised by Marketsage during the performance of services shall remain the exclusive property of Marketsage, unless expressly assigned through a written agreement.

5. Limitation of Liability and Indemnity

   1. Marketsage affirms that it holds all insurance coverage mandated by applicable laws. The Client shall maintain comprehensive general liability insurance, naming Marketsage as an additional insured wherever Marketsage maintains an active presence on the Client's premises, and shall provide proof of such coverage upon request.

   2. Marketsage shall exercise reasonable care in rendering services and shall not be liable for any direct or indirect loss or damages, including but not limited to loss of profit, business interruption, data loss, or third-party claims, arising out of or in connection with the services provided, except to the extent directly caused by Marketsage’s wilful misconduct or gross negligence.

   3. Marketsage disclaims all warranties, express or implied, including those relating to merchantability or fitness for a particular purpose.

   4. The Client shall be solely responsible for the correctness and timeliness of data and shall bear all consequences, including taxes, penalties, and assessments arising due to inaccuracies, omissions, or non-compliance.

   5. The Client shall indemnify, defend, and hold harmless Marketsage, its officers, employees, agents, and subcontractors, from and against any and all third-party claims, liabilities, losses, or expenses (including legal fees), arising out of acts or omissions of the Client, its personnel, or its agents.

   6. Conversely, Marketsage shall similarly indemnify the Client against claims arising solely due to the wilful acts or omissions of its employees or agents, and agrees to incorporate corresponding clauses in its subcontracting agreements.

6. Confidentiality and Data Protection
   Both parties shall maintain strict confidentiality of all information, including technical, commercial, or proprietary information exchanged pursuant to or in connection with this agreement. Disclosure shall be permitted only as required for performance of the contract or as required under law.

7. Fees and Payment Terms

   1. The fees and reimbursement of expenses payable by the Client shall be specified in the service agreement.

   2. Unless otherwise stipulated, all invoices shall be payable within fifteen (15) calendar days from the date of issue.

   3. In the event the Client delays, suspends, or cancels performance of the contract after its execution, Marketsage shall remain entitled to the full contract value unless otherwise agreed.

   4. If the contract is terminated for reasons solely attributable to Marketsage, it shall be entitled only to such portion of fees as is commensurate with services actually rendered and of benefit to the Client.

   5. Disputes regarding performance shall not entitle the Client to withhold or defer payments unless the defects are undisputed or conclusively established by a court of law or arbitral tribunal.

   6. In case of delay in payment, Marketsage reserves the right to suspend performance, terminate the agreement forthwith, and seek damages and all other remedies available under applicable law.

8. Governing Law and Jurisdiction
   These General Terms and Conditions, along with any related agreements, shall be governed and construed in accordance with the laws of Uttar Pradesh, India, by default unless specifically stated otherwise.

9. Force Majeure
   Neither party shall be liable for failure or delay in performance of its obligations due to any cause beyond its reasonable control, including but not limited to natural disasters, war, strikes, civil commotion, or governmental restrictions. The affected party shall promptly notify the other party and make reasonable efforts to mitigate the effects thereof.

10. Termination

    1. Either party may terminate this Agreement by providing thirty (30) days’ prior written notice to the other party, without assigning any reason. Marketsage shall have the right to terminate this Agreement with immediate effect, without liability, in the event of:

       1. Material breach of the Agreement by the Client which is not remedied within fifteen (15) days of written notice;

       2. Insolvency, bankruptcy, or liquidation of the Client;

       3. Failure of the Client to make timely payments due under this Agreement;

       4. Client’s misuse or unauthorised disclosure of Confidential Information.

    2. Upon termination, the Client shall pay Marketsage for all services rendered and expenses incurred up to the effective date of termination. Termination shall not relieve either party of any obligations or liabilities incurred prior to the effective date of termination, including, without limitation, obligations relating to payment, confidentiality, and indemnification.