Terms of Service

1. AGREEMENT AND ACCEPTANCE

This Terms of Service document (hereinafter referred to as the "Agreement" or "Terms") constitutes a legally binding contract between **Namaste Sales Enterprises** (doing business as **RoasBodhi**, hereinafter referred to as the "Company", "we", "us", or "our") and any person, company, or legal entity (hereinafter referred to as the "Client", "you", or "your") accessing our website, subscribing to our services, or purchasing deliverables.

By visiting our website (https://roasbodhi.in), engaging our team, confirming orders via WhatsApp, or making payments, you acknowledge that you have read, understood, and agreed to be bound by all clauses in this Agreement. If you are entering into this Agreement on behalf of a company, partnership, or other corporate entity, you represent and warrant that you hold the legal authority to bind such entity to these Terms. If you do not possess such authority, or if you do not agree with any part of these Terms, you must not accept this Agreement and must immediately stop using our services.

We reserve the right to amend, update, or replace any part of these Terms at our sole discretion. Any revisions will be published on this page with an updated "Last Updated" date. Your continued engagement of our services or access to our website following the posting of modifications constitutes your binding acceptance of those changes.

2. DEFINITIONS

To ensure absolute clarity, the following terms shall have the specific meanings assigned to them in this section:

• **"Company", "We", "Us", or "Our"** refers to **Namaste Sales Enterprises**, a registered business entity based in Navi Mumbai, Maharashtra, India, operating under the brand name **RoasBodhi**.
• **"Client", "You", or "Your"** refers to any individual, business owner, partner, or authorized corporate representative who uses our website or commissions our services.
• **"Services"** refers to the digital marketing agency services offered by the Company, including Meta Ads Management, Google Ads Management, Website Design & Development, Google My Business (GMB) Optimization, Performance Marketing, and Social Media Marketing.
• **"Website"** refers to the official domain https://roasbodhi.in and all associated pages, directories, and programmatic location subdomains.
• **"Content"** refers to text, images, logos, copy, testimonials, and video assets provided by either party.
• **"Deliverables"** refers to final customized assets created by us for you, such as website mockups, landing pages, code files, and ad graphic designs.
• **"Ad Spend"** refers to the actual advertising budget paid directly by the Client to advertising networks (Meta Ads, Google Ads). This is separate from our Management Fee.
• **"Management Fee"** refers to the service fee charged by the Company for setting up, managing, monitoring, and optimizing your campaigns or constructing your website.
• **"Business Days"** refers to Monday through Saturday, excluding gazetted public holidays in India.
• **"Aseem Revisions"** refers to our proprietary model of structured, reasonable revision cycles, defined under Section 8.
• **"Pay-After-Seeing"** refers to our zero-advance billing layout for website design services, defined under Section 7.
• **"Bodhi Utsav"** refers to promotional, seasonal, or launch package offers run by the Company.

3. SCOPE OF SERVICES

4. CLIENT OBLIGATIONS

To ensure successful campaign setups and web rollouts, the Client agrees to:

• Provide accurate, complete, and truthful information about their business, legal name, and contact coordinates.
• Deliver all necessary design inputs, media files, and branding assets within **5 business days** of project onboarding. Delayed inputs will result in project timeline extensions.
• Provide review feedback within **48 hours** of receiving revision drafts. Silence beyond 7 days on drafts will result in automatic project closure.
• Make all invoice payments on or before the due date.
• Maintain all municipal, state, and central business licenses required to operate in their sector.
• File their own GST returns and manage their respective business tax obligations.
• Refrain from engaging in any illegal activities or using our marketing pipelines to distribute misleading claims.

5. PROHIBITED INDUSTRIES

We reserve the right to refuse service to any entity. We do not manage campaigns or design websites for businesses involved in:

• Adult content, pornography, or escort services.
• Illegal drugs, narcotics, or unregulated health supplements.
• Weapons, ammunition, and explosives.
• Unlicensed gambling, betting portals, or lottery systems.
• Cryptocurrency, NFT projects, or speculative get-rich-quick schemes.
• Multi-level marketing (MLM) structures or pyramid investment networks.
• Counterfeit products or copyright-infringing merchandise.
• Hate speech, political extremism, or discriminatory media.

6. PAYMENT TERMS

7. THE "PAY-AFTER-SEEING" MODEL

Our web design projects follow a risk-free development pipeline:

1. **Service Request:** Client orders a plan and submits brand assets and content requirements.
2. **Preview Build:** We construct a complete homepage and site draft and host it on a temporary test URL.
3. **Review & Decision:** The Client has **7 business days** to review the preview.
   • **Option A (Approval):** If approved, the Client pays the invoice, and we move files to their live domain.
   • **Option B (Rejection):** If rejected with valid written reasons, we terminate the project immediately. The Client owes us nothing, and we delete the preview files.
4. **Silence Clause:** If the Client fails to respond within 7 days, the project is marked closed. We reserve the right to decline future requests from that entity.
5. **IP Protection:** In case of rejection, the Client holds **no rights** to the layout, design patterns, custom copy, or elements of the preview site. Any unauthorized replication of our preview designs will result in immediate legal action.

8. REVISION POLICY ("ASEEM" REVISIONS)

While we offer generous revision guidelines, the term **"Aseem" (असीम)** refers to structured, reasonable updates within the original project scope, and is not a license for unlimited redesigns.

9. INTELLECTUAL PROPERTY RIGHTS

10. NO GUARANTEE OF RESULTS

Digital marketing is subject to dynamic market variables, user behavior, and platform algorithm changes. Consequently, the Company **does not guarantee**:

• Specific page positions or search rankings on Google Search.
• Specific Return on Ad Spend (ROAS) multipliers.
• A guaranteed volume of leads, phone inquiries, or retail sales.
• A fixed conversion rate for landing pages.

Campaign performance is dependent on several factors outside our control, including your product quality, pricing, competitor budgets, local market conditions, and how quickly your sales team contacts inbound leads. All past performance metrics shared in our case studies are illustrative examples of past client success and do not constitute a promise or guarantee of future returns.

11. THIRD-PARTY PLATFORM RISKS

Our services rely on third-party networks (Meta, Google, Instagram, WhatsApp). You acknowledge that these platforms enforce their own policies and terms of service:

• Meta or Google may pause, disable, or ban advertising accounts at their sole discretion. We are not liable for any account restrictions, ads manager suspensions, or post removals.
• We are not responsible for platform service interruptions, policy changes, API adjustments, or billing increases.
• The Client is responsible for paying all ad spends incurred, regardless of account restrictions.

12. 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.

13. WARRANTIES AND REPRESENTATIONS

**Client Warranties:** The Client warrants that they have the legal authority to enter into this contract, that they own the rights to all media and copy assets provided to us, and that their business operations comply with all local, state, and national laws.

**Our Warranties:** We warrant that we will deliver all services with reasonable professional skill and diligence. We make no other warranties, express or implied, regarding the performance or commercial suitability of our deliverables.

14. 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, data, or business opportunities.

**Liability Cap:** In no event shall our total cumulative liability for all claims arising out of this Agreement 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. This limit applies regardless of whether the claim is based on contract, tort, or any other legal theory.

15. INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless Namaste Sales Enterprises, its founders, and employees from any third-party claims, losses, damages, or legal costs arising from:

• Any intellectual property infringement claims related to Client-provided content.
• Claims by your customers regarding your products, services, or business operations.
• Your breach of any terms, obligations, or warranties in this Agreement.
• GST tax disputes or business registration issues on the Client's part.

16. 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.

17. CANCELLATION AND TERMINATION

• **Web Projects:** The Client can cancel web projects at any time before design approval with no charges. Setup and domain purchase fees, once processed, are non-refundable.
• **Ad Management Retainers:** Either party can terminate active ad services by providing a **15-day written notice** before the next billing cycle.
• **Termination for Cause:** We reserve the right to suspend or terminate services immediately, without notice or refund, if the Client is found in breach of this Agreement, engages in illegal activities, uses abusive behavior toward our staff, or fails to resolve outstanding invoices.

18. DISPUTE RESOLUTION

We believe in resolving disputes amicably. The Client agrees to follow this dispute resolution process:

1. **Direct Discussion:** The parties will first attempt to resolve any disagreement through mutual discussions for **30 days**.
2. **Mediation:** If direct discussion fails, the parties will participate in voluntary mediation in Navi Mumbai.
3. **Arbitration:** If mediation fails, the dispute will be referred to binding arbitration before a single arbitrator appointed by us. The arbitration seat and venue shall be **Navi Mumbai, Maharashtra, India**, and the language of the proceedings shall be English, governed by the Indian Arbitration and Conciliation Act.
4. **Exclusive Jurisdiction:** If legal action is required beyond arbitration, both parties agree to submit to the exclusive jurisdiction of the **courts at Navi Mumbai / Thane, Maharashtra, India**.

19. CLASS ACTION WAIVER

You agree that any legal action or arbitration arising out of this Agreement will be conducted on an **individual basis only**. You waive the right to participate in any class action lawsuit, joint litigation, or representative arbitration against the Company.

20. ANTI-FRAUD PROVISIONS

We monitor all transactions and account activity. We reserve the right to suspend services and pursue legal action (seeking damages up to **₹10,00,000 INR**) if we detect:

• Submission of false corporate details or stolen payment credentials.
• Frivolous chargebacks or payment gate disputes intended to bypass our refund policy.
• Threats, extortion attempts, or bad-faith negative review campaigns aimed at forcing discounts.
• Attempts to copy, clone, or reverse-engineer our web code, sitemaps, or templates.

21. 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.

22. NEGATIVE REVIEW POLICY

We welcome constructive feedback. However, posting false statement, defamatory comments, or coordinated negative review campaigns on public channels (Google Maps, Facebook, Trustpilot) violates this Agreement. If a Client posts false or defamatory statements, we reserve the right to pursue all legal remedies under Section 66A of the IT Act and civil defamation laws, including seeking damages up to **₹10,00,000 INR** and obtaining court injunctions to remove the content.

23. COMMUNICATIONS

Our official communication channels are email (roasbodhi@gmail.com) and our WhatsApp Business number (+91 9082543992). Our business hours are Monday through Saturday, 9 AM to 6 PM IST. We will respond to inquiries within **24 business hours**. Any abusive language or threats directed toward our team will result in immediate contract termination.

24. ASSIGNMENT

The Company may assign, transfer, or subcontract its rights and obligations under this Agreement to its subsidiaries or partners without consent. The Client may not assign their rights or transfer their contract to any other entity without our prior written consent.

25. SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions of this Agreement shall remain in full force and effect.

26. WAIVER

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver of a breach of these Terms must be in writing and signed by an authorized representative of the waiving party.

27. ENTIRE AGREEMENT

This Terms of Service document, along with our Privacy Policy and any specific service agreements signed with you, constitutes the entire agreement between the parties. It supersedes all prior agreements, proposals, verbal commitments, or written communications.

28. ELECTRONIC ACCEPTANCE

In accordance with the Information Technology Act, 2000, this Agreement does not require physical signatures. Your acceptance is confirmed by your continued use of our Website, submitting inquiry forms, checking out via Razorpay, or providing text confirmation on WhatsApp.

29. UPDATES TO TERMS

We may update these Terms at any time. When we make updates, we will update the "Last Updated" date at the top of this page. Your continued use of our Website or services after any modifications indicates your acceptance of the updated Terms.

30. CONTACT INFORMATION

For any queries, feedback, or requests regarding this Terms of Service document, please contact our team: