Master Service Agreement
Standard Client Contract Template | For Digital Signature
**BY AND BETWEEN:**
**NAMASTE SALES ENTERPRISES**, a sole proprietorship registered under the laws of India, operating under the brand name **"RoasBodhi"**, having its principal place of business at **501 Shankar Apartment Sec 20 Nerul W Navi Mumbai 400706, Maharashtra, India** (hereinafter referred to as the **"Service Provider"** or the **"Company"**, which expression shall unless repugnant to the context include its successors and permitted assigns);
**AND**
**Client Legal Name:** ____________________________________________________
**Trading Name / DBA (if applicable):** ________________________________________
**Registered Corporate Address:** _____________________________________________
**GSTIN (if applicable):** ___________________________________________________
**PAN Number:** ___________________________________________________________
**Authorized Representative & Designation:** __________________________________
**Contact Phone / Mobile:** __________________________________________________
**Official Communication Email:** ______________________________________________
(Hereinafter referred to as the **"Client"**, which expression shall unless repugnant to the context include its successors and permitted assigns).
**Agreement Number:** RB-MSA-__________________ | **Effective Date:** ____ / ____ / 202__
RECITALS
**WHEREAS**, the Company is engaged in providing professional digital marketing agency services, including website development, Google My Business optimizations, search advertisements, and social media marketing; and
**WHEREAS**, the Client desires to engage the Company to perform certain marketing, consulting, and development services as detailed herein; and
**NOW, THEREFORE**, in consideration of the mutual covenants, promises, and conditions set forth in this Agreement, both parties agree to all clauses below.
1. DEFINITIONS AND KEY TERMS
In this Agreement, the following terms shall be defined as:
- **"SOW" (Scope of Work):** A written document or schedule detailing the specific services, pricing, milestones, and deliverables agreed for a project.
- **"Deliverables":** The final customized website files, graphic creatives, and setup metrics generated by us for you.
- **"Ad Spend":** The actual budget paid directly by the Client to advertising networks (such as Meta Ads or Google Ads). This is separate from our management fees.
- **"Management Fee":** Our monthly service charge for campaign optimization, management, and tracking.
- **"Aseem Revisions":** Our proprietary structured revision cycles, as detailed in Section 8.
2. SERVICES AND SCOPE OF WORK
The Client engages the Company to perform services in accordance with the selections below:
All detailed deliverables, milestones, start dates, and deadlines are defined in **Schedule A** and **Schedule C** of this Agreement.
3. FEES AND BILLING TERMS
3A. Web Design Services (Pay-After-Seeing Model)
We design and host your website preview with **₹0 advance payment**. Upon your written design approval, the full package price of **₹________________** becomes due. All fees must clear before we register custom domains, transfer file directories, or launch the live site.
3B. Ad Management Services
Ad management retainer fees are billed **monthly in advance**.
- **Setup Fee:** A one-time fee of **₹________________** is due upon signing and is non-refundable once campaign planning starts.
- **Monthly Management Fee:** A monthly fee of **₹________________** is due on the 1st of every billing month.
- **Minimum Term:** This agreement requires a **3-month minimum contract** to stabilize campaign performance.
- **Late Payments:** Late payments accrue interest at a rate of **2% per month** from the invoice date. Paused campaigns due to non-payment require a **₹2,000 reactivation fee** to resume.
4. TERM AND TERMINATION
**Term:** The initial term of this SOW is **________________ months**, beginning on the Effective Date. Services will automatically renew monthly unless either party provides written notice of non-renewal at least **15 days** before the next billing cycle.
**Termination for Cause:** Either party may terminate this SOW immediately if the other party commits a material breach and fails to cure it within **15 days** of receiving written notice. We reserve the right to suspend or terminate services immediately, without notice, if the Client is found in breach of our Prohibited Industries or Anti-Fraud terms.
5. INTELLECTUAL PROPERTY RIGHTS
**Pre-Existing IP:** Each party retains ownership of their pre-existing intellectual property, templates, and core methodologies.
**Ownership Transfer:** Ownership of final website deliverables, design layouts, and custom code transfers to the Client **only after all invoices are paid in full**. Until payment is cleared, the copyright of all source code, assets, and layouts remains with us.
**Portfolio Rights:** The Company retains the right to display project deliverables, case studies, and Client branding in our portfolio and promotional materials.
6. REVISION POLICY ("ASEEM" REVISIONS)
To maintain project timelines, revisions are structured in rounds:
- **Ankur Plan:** Up to **5 revision rounds**.
- **Vriddhi Plan:** Up to **8 revision rounds**.
- **Siddhi Plan:** Up to **12 revision rounds**.
- **Definition of a Round:** A single revision round consists of the Client submitting **one consolidated list** of adjustments. Submitting edits across multiple separate emails will be counted as separate rounds. All requested changes must fit within the scope defined at onboarding. Complete layout redesigns after draft approval require a new quote.
7. NO GUARANTEE OF RESULTS
The Company optimizes campaigns and website designs to the best of its professional ability. However, we **do not guarantee specific business outcomes, search rankings, leads, sales, or ROAS multipliers**. Results depend on external variables, product demand, your pricing, competitor activity, and your sales team's lead follow-up times.
8. PLATFORM ACCESS AND POLICIES
The Client agrees to grant us appropriate partner or admin access to their Meta Business Manager, Google Ads accounts, and Google Business Profile. We are not responsible for account bans or restrictions.
9. LIMITATION OF LIABILITY
To the maximum extent permitted by law, Namaste Sales Enterprises, its directors, and employees shall not be liable for any indirect, special, incidental, or consequential damages (including loss of profits, revenue, or business opportunities) arising out of your use or inability to use our services.
**Liability Cap:** In no event shall our total cumulative liability exceed the **total Management Fee actually paid by the Client to us during the three (3) months** immediately preceding the event that gave rise to the claim.
10. CONFIDENTIALITY
Both parties agree to treat all business plans, access details, pricing formulas, and customer records shared during the engagement as confidential. Neither party shall disclose this information to any third party without written consent, except when required by law. This confidentiality obligation remains in effect for **3 years** following the termination of our services.
11. NON-SOLICITATION
During the service period and for **two (2) years** following the termination of services, the Client agrees not to poach, recruit, or hire any of our developers, designers, or strategists. Any breach of this non-solicitation clause will result in an automatic penalty payment to the Company equal to **six (6) months** of the solicited employee's last drawn salary.
12. FORCE MAJEURE
Neither party shall be liable for delays or failures to perform obligations under this Agreement caused by events beyond their reasonable control, including natural disasters, pandemics, government shutdowns, cyber warfare, labor strikes, power grid failures, or third-party platform outages (Meta or Google server down times). If a Force Majeure event persists for more than **60 days**, either party may terminate the contract upon written notice.
13. DISPUTE RESOLUTION & GOVERNING LAW
This SOW shall be governed by and construed in accordance with the **laws of India**. Any legal action, suit, or proceeding arising under or in connection with this agreement shall be subject to the exclusive jurisdiction of the **courts at Navi Mumbai / Thane, Maharashtra, India**. Both parties agree to resolve disputes through binding arbitration before a single arbitrator appointed by us, held in **Navi Mumbai**.
For NAMASTE SALES ENTERPRISES:
Proprietor / Director: ________________________________
Designation: Proprietor / Director
Date: ____ / ____ / 202__
For CLIENT:
Authorized Representative: ________________________________
Designation: ________________________________
Date: ____ / ____ / 202__