Effective date: May 15, 2025

These Terms govern your use of FTA Global’s website, tools, and any Statements of Work signed with us. If a signed SOW conflicts with these Terms, the SOW controls for that engagement.

1. Definitions

• “Services” means our strategy, creative, media, technology, analytics, and related consulting.
  
  
• “Deliverables” means the outputs described in a signed SOW.
  
  
• “Client Materials” means content, trademarks, data, or access you provide.
  
  
• “Confidential Information” means non-public information disclosed by either party.
  
  

2. Scope and Ordering

Work runs under a mutually signed SOW that defines scope, milestones, fees, timelines, assumptions, and dependencies.

3. Client Responsibilities

Provide timely access to stakeholders, platforms, budgets, approvals, brand assets, and accurate data. You are responsible for legal review of ads, product claims, and regulated-industry submissions.

4. Fees and Payment

Invoices are due within [30] days unless the SOW states otherwise. Late payments may incur [1.5%] monthly interest or the maximum lawful rate. Government taxes are extra. We may pause work for overdue invoices.

5. Change Control

Out-of-scope requests require a written change order with revised fees or timelines.

6. Performance and Dependencies

Marketing outcomes depend on budgets, product readiness, market conditions, platforms, and client operations. We do not guarantee rankings, impressions, clicks, conversions, or ROI.

7. Intellectual Property

• Client Materials remain yours. You grant us a limited license to use them to deliver Services.
  
  
• Pre-existing IP and Tools remain with the original owner.
  
  
• Deliverables: Upon full payment, you receive a worldwide, perpetual license for internal business use, or ownership as specified in the SOW. We may retain a non-exclusive right to showcase non-confidential work in portfolios unless you opt out in writing.
  
  

8. Data Protection

Each party will handle personal data in line with our Privacy Policy and applicable law. If processing on your behalf, we will execute a Data Processing Addendum on request, consistent with DPDP and SPDI requirements.

9. Confidentiality

Each party will protect the other’s Confidential Information and use it only for the engagement. Exclusions include public information, developed independently, or received lawfully from a third party. Return or destroy requested information, subject to archival copies required by law.

10. Non-Solicitation

Neither party will solicit the employment of the other’s employees who are directly involved in the engagement during the term and for 6 months thereafter, unless agreed in writing.

11. Acceptable Use

You will not use our site or tools to infringe IP, violate the law, penetrate security, introduce malware, or send unsolicited commercial messages.

12. Warranties and Disclaimers

We warrant that we will perform Services with reasonable skill and care. Except as stated, the Services and site are provided “as is” without warranties of merchantability or fitness for a particular purpose.

13. Limitation of Liability

To the fullest extent allowed by law, neither party is liable for indirect or consequential damages, including lost profits or business interruption. Our total liability in any 12 months is capped at the fees paid for the affected Services.

14. Indemnity

• We will indemnify you against third-party claims that our Deliverables, as provided, infringe IP, except where the claim arises from Client Materials or instructions.
  
  
• You will indemnify us against claims arising from Client Materials, your products, or your unlawful use of the Services.
  
  

15. Suspension and Termination

Either party may terminate for material breach not cured within 15 days of notice. You may terminate for convenience with 15 days’ notice and payment for work done, committed costs, and non-cancelable expenses. On termination, all unpaid invoices become due.

16. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, including platform outages and changes to third-party policies.

17. Compliance

Both parties will comply with applicable laws, including advertising standards, anti-corruption, export controls, and data privacy laws such as the DPDP Act and SPDI Rules.

18. Governing Law and Dispute Resolution

The laws of India govern these Terms. Courts at [Mumbai/Pune/Bengaluru choose one] have exclusive jurisdiction. Before litigation, senior executives will meet in good faith to resolve disputes within 15 days.

19. Notices

Send legal notices to:
FTA GLOBAL LLP, 88-90, Max Office, Kovai Thirunagar, Kalapatty, Coimbatore, Tamil Nadu - 641014, India, GSTIN - 33AAKFF4982E2ZC | Email: [legal@ftaglobal.in]

20. Entire Agreement

These Terms, together with any SOWs and policies referenced, form the entire agreement. If any clause is held invalid, the rest remains in force.