TERMS AND CONDITIONS / MASTER SERVICES AGREEMENT

Last Updated: July 10, 2026

This Master Services Agreement ("Agreement") is entered into by and between Andre Digital Web ("Agency", "we", "us", or "our") and the entity or individual executing a Statement of Work ("Client", "you", or "your").

By signing a Statement of Work (SOW), approving a project proposal, or utilizing our services, both parties agree to be bound by these Terms and Conditions.

1. Scope of Services & Structure

  • The Framework: This Agreement establishes the general legal terms governing all interactions between the Agency and the Client. The specific deliverables, timelines, budgets, and operational goals for any project will be detailed in a separate, mutually executed Statement of Work (SOW).

  • Scope Creep Prevention: Any requests, modifications, or additions outside the explicit boundaries outlined in an active SOW will be considered out of scope. Such requests will require a new SOW or a written amendment signed by both parties before work begins.

2. Social Media & Digital Marketing Terms

For clients engaging the Agency for social media marketing, advertising management, and lead generation:

  • Asset Access: The Client must provide secure, timely access to all necessary ad accounts, business managers, pages, and creative assets. Delays in providing access will result in corresponding shifts in campaign launch timelines.

  • Ad Budget Management: Unless explicitly stated otherwise in the SOW, all advertising spend (Meta Ads, Google Ads, etc.) is billed directly to the Client's payment method by the respective advertising platform. The Agency is not liable for ad account pauses due to billing failures on the Client’s side.

  • Performance Disclaimer: The Agency utilizes industry-standard best practices to optimize for high-intent lead generation and conversion metrics. However, marketing results are subject to external market forces, platform algorithm changes, and consumer behavior. The Agency provides no guarantees regarding specific sales volumes, revenue generation, or profit margins.

3. AI Chatbots & Automated Systems Terms

For clients engaging the Agency to build, deploy, or maintain automated interactive systems (including text chatbots and voice/calling systems):

  • The Nature of AI Technologies: The Client explicitly acknowledges that artificial intelligence, machine learning, and natural language processing (NLP) systems are probabilistic and iterative technologies. While engineered for accuracy, AI systems may occasionally produce unexpected, incomplete, or incorrect responses (commonly referred to as "hallucinations").

  • Output Responsibility: The Agency will rigorously test all conversation flows, prompt parameters, and automation integrations prior to launch. However, the Client is responsible for monitoring live system interactions. The Agency cannot be held liable for commercial or operational damages resulting from unexpected AI verbal or textual outputs, incorrect pricing disclosures made by the AI, or minor system downtime.

  • Third-Party AI Downtime: Our automated solutions interface with external large language models (LLMs) and cloud infrastructure providers. The Agency is not responsible for service interruptions, API latency, or system failures caused directly by these third-party infrastructure hosts.

4. Payment Terms & Financial Policies

  • Billing Cycle: Invoices are generated and delivered according to the schedule outlined in the SOW (typically monthly in advance for retainers, or milestone-based for setups).

  • Late Payments & Service Suspension: Payments are due within five (5) business days of the invoice date. If an invoice remains unpaid past its due date, the Agency reserves the right to immediately pause all active ad campaigns, disable automated AI features, and suspend project development without liability for any resulting loss of leads or business continuity.

5. Intellectual Property (IP) Ownership

  • Client Assets: The Client retains complete ownership of all pre-existing brand materials, customer lists, and proprietary business data provided to the Agency.

  • Agency Assets: The Agency retains all right, title, and intellectual property ownership over its proprietary operational frameworks, custom prompt engineering systems, unique code snippets, and automated workflow architecture built inside third-party integration platforms.

  • Deliverable Transfer: Upon full and final payment of all outstanding invoices related to a specific project, the Client is granted a non-exclusive, non-transferable license to use the final external-facing marketing creatives and active chatbot instances configured for their specific channels.

6. Limitation of Liability (Your Absolute Shield)

  • Financial Cap: To the maximum extent permitted by applicable law, the cumulative financial liability of Andre Digital Web for any claims, losses, damages, or legal actions arising out of or related to this Agreement—whether in contract, tort, or otherwise—shall be strictly limited to the total fees actually paid by the Client to the Agency during the first (1) months immediately preceding the event giving rise to the liability.

  • Exclusion of Consequential Damages: Under no circumstances shall the Agency be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of business profits, data loss, ad account bans by platforms, or business interruption, even if advised of the possibility of such damages.

7. Governing Law & Jurisdiction

  • Legal Jurisdiction: This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of India.

  • Exclusive Courts: Any legal disputes, mediation, or litigation arising out of or in connection with this contract shall be subject to the exclusive jurisdiction of the competent courts located in Goa, India. The Client explicitly waives any right to initiate legal proceedings in any other regional, state, or international jurisdiction.