Terms of Service

01

These terms, and what they sit under

These Terms of Service are entered into between StranoInfy Private Limited, a company incorporated under the Companies Act, 2013 with its registered office at Durganagar Station Road, Near Airport, Kolkata 700065, West Bengal, India (“StranoInfy”, “we”, “us”), and you or the organisation you represent (“Client”, “you”).

They apply in two situations. First, whenever you use this website — reading pages, submitting a form, downloading a report or using one of our free calculators. Second, as the baseline commercial terms for any services we deliver, unless a signed agreement replaces them.

Where you have signed a Master Services Agreement (MSA), a Statement of Work (SOW), an order form or a data processing addendum with us, those documents take precedence over these terms to the extent of any conflict, in that order. These terms fill every gap they leave. Nothing here overrides a right you have under Indian consumer or data-protection law.

If you are agreeing to these terms on behalf of a company, you confirm you have the authority to bind it. If you do not, do not use the services.

• Privacy Policy

02

The services we provide

StranoInfy provides performance marketing, search and content, brand and creative, product design and engineering, marketing automation, analytics, and AI implementation services, along with licences to software we build and own. What we will actually do for you is fixed in a SOW, never inferred from this page or from a proposal deck.

Every SOW states the deliverables, the named team and their allocation, the schedule, the assumptions we priced against, the fees, and what is explicitly out of scope. If something is not written in the SOW, it is not in scope — which protects you as much as it protects us, because it is what stops a retainer quietly turning into a different job.

Where a SOW records a forecast, a target or a benchmark, it is an informed estimate based on the data available at the time. It is not a guarantee, and it is not a term of the contract unless the SOW says in terms that it is.

03

Engagement, retainers and changes to scope

Most engagements run as a monthly retainer. The retainer buys a defined team for a defined share of their month, working to the plan in the SOW — it does not buy unlimited hours, and it does not roll over.

• Initial term — three months from the start date stated in the SOW. Nothing meaningful in paid media, SEO or product can be judged in less, and we would rather say so than sell a one-month trial that cannot succeed.
• After the initial term — the engagement continues month to month until either party gives notice under the termination clause below.
• Unused capacity — hours or deliverables not used in a month lapse at the end of that month. They do not carry forward and they are not refundable, because the team was reserved and paid for regardless.
• Change requests — anything outside the SOW is quoted in writing and starts only once you approve it by email or signature. We will not do out-of-scope work and invoice for it afterwards.
• Pausing — an engagement can be paused once for up to sixty days by agreement. During a pause we hold the team allocation and charge 30% of the retainer; if the pause is not lifted by day sixty, the engagement terminates and the notice period is treated as served.
• Our people — we may change the individuals assigned to your account, but we will keep the seniority and skill mix the SOW priced, and we will tell you before a named lead changes.

04

Fees, invoicing and GST

All fees are stated in Indian Rupees unless the SOW says otherwise, and all fees are exclusive of tax.

Goods and Services Tax is charged at the prevailing statutory rate — currently 18% for the marketing, design and software services described in these terms — and appears as a separate line on a GST-compliant tax invoice carrying our GSTIN, PAN, place of supply and the applicable SAC codes. For clients outside India, invoices are raised in USD or AED under the export or reverse-charge treatment that applies, and you remain responsible for any local tax, duty or levy in your own jurisdiction.

• Retainers — invoiced monthly in advance, on the first working day of the service month.
• Projects — invoiced against milestones stated in the SOW, typically 40% on signature, 30% at the agreed midpoint and 30% on delivery.
• Payment terms — net 15 days from the invoice date, by bank transfer, UPI or the payment link on the invoice. Card payments carry the payment gateway’s fee, shown before you confirm.
• Tax deducted at source — where you are required to deduct TDS under the Income-tax Act, 1961, deduct it, pay the balance, and furnish Form 16A within the statutory timeline. TDS deducted but not certified will be re-invoiced.
• Late payment — interest accrues at 1.5% per month, or the maximum permitted by law if lower, from the due date until payment. We will always ask before we charge it.
• Suspension — if an invoice is more than thirty days overdue we may suspend work after giving seven days’ written notice. Suspension does not pause the retainer, and campaigns paused for non-payment lose their learning phase — which is a commercial cost to you, not a penalty from us.
• Annual revision — retainer fees may be revised once in any twelve-month period on sixty days’ written notice. If you do not accept the revision, you may terminate on the same notice with no further liability.
• Expenses — travel, shoot production, third-party licences and platform fees are billed at cost with receipts, and only where you have approved them in writing in advance.

05

Media budgets and ad spend

We never mark up media. Not a percentage, not a hidden buying fee, not a “platform management” surcharge dressed up as spend. Our fee is our fee, and your budget is your budget.

Media budgets can be handled in one of three ways, chosen at onboarding and recorded in the SOW.

• Direct billing (our default) — the ad accounts are owned by you, the payment method on them is yours, and the platform bills you directly. We never touch the money and you see every rupee in the platform’s own invoice.
• Prepaid media wallet — you fund an agreed balance in advance which we spend only on your campaigns, hold in a designated account, reconcile monthly against platform invoices, and refund in full within fifteen business days of the engagement ending.
• Pass-through — where a platform will only bill an agency, we pay on your behalf against a cleared advance and re-invoice at exact cost, attaching the platform invoice. We do not extend credit for media spend.
• Account ownership — every ad account, business manager, pixel, conversion API endpoint, tag container and audience list is created under your ownership or transferred to it. Where a platform will not permit that, we say so in writing before the account is opened.
• Overspend — platforms can overdeliver against a daily cap. We monitor pacing daily and will credit any overspend caused by our own error; overspend caused by platform behaviour within its published tolerance is a cost of running paid media and sits with you.
• Rebates and incentives — we do not accept volume rebates. Where a platform pays a partner incentive tied to your account, we disclose the amount at the quarterly review and set it against your next invoice.
• Suspension for non-payment — we may pause campaigns funded through a wallet or pass-through if the balance runs out. We will warn you at least three working days before that happens.

06

What we need from you

Growth work fails more often from missing inputs than from bad strategy. These obligations are in the contract because a missed approval on your side becomes a missed month on ours.

• A single decision-maker — one named person empowered to approve creative, budget and scope, plus a named deputy.
• Timely approvals — feedback and sign-off within three working days of a request, consolidated into one response rather than trickled in. Where you miss that window, timelines move by the same number of days.
• Access — administrative access to the ad accounts, analytics, CMS, CRM and repositories the SOW depends on, provided within five working days of the start date.
• Accurate materials — you confirm that the brand assets, product claims, testimonials, pricing and data you give us are accurate, lawful, and yours to use. We rely on that, and we cannot verify a claim about your own product.
• Compliance — you remain responsible for sector-specific rules that apply to your business, including ASCI guidance, RBI, IRDAI, SEBI, drug and food advertising rules, and the terms of the platforms you advertise on. We will flag risk when we see it; we do not act as your regulatory counsel.
• Indemnity — you indemnify us against third-party claims arising from materials or instructions you supplied, including claims of infringement, misleading advertising or breach of platform policy.

07

Intellectual property

The rule is simple: you own what we made for you, and we keep what we brought with us. Everything below is the detail of that sentence, and none of it depends on you asking.

08

Confidentiality

Each party will keep the other’s confidential information confidential, use it only to perform the engagement, disclose it only to people who need it and are under equivalent obligations, and protect it with at least the care it applies to its own confidential information.

Confidential information means anything disclosed that a reasonable person would understand to be confidential — including strategy, pricing, roadmaps, customer lists, source code, performance data, and the terms of the SOW itself.

These obligations run for the term of the engagement and for three years after it ends. For trade secrets, source code and personal data, they run for as long as the information remains protectable. They do not apply to information that is public through no fault of the recipient, was already lawfully known, is independently developed without reference to the disclosure, or is lawfully received from a third party.

Where disclosure is compelled by law, court or regulator, the recipient may comply — but will give the other party prompt written notice where it is legally permitted to, so that party has the chance to seek protection.

09

Data protection

Where we process personal data on your behalf — running your CRM, operating your marketing automation, building your customer database — you are the Data Fiduciary and we are a Data Processor under the Digital Personal Data Protection Act, 2023. We process only on your documented instructions, under the data processing addendum that forms part of the MSA.

That addendum covers the subject matter and duration of processing, the security measures we apply, our obligations on sub-processors, our assistance with Data Principal requests, breach notification timelines, audit rights, and what happens to the data when the engagement ends. It is not optional, and we will not begin processing without it in place.

You are responsible for having a lawful basis for the data you give us, for the notices and consents your own customers received, and for the accuracy of any list you upload. We are responsible for what we do with it once it reaches us. How we handle personal data in our own right — enquiries, applications, this website — is set out in the Privacy Policy.

• Privacy Policy

10

Warranties and disclaimers

We warrant that the services will be performed with reasonable skill and care by suitably qualified people, in conformity with the SOW, in compliance with applicable law and the published policies of the platforms we operate on, and that the deliverables we assign to you will be our original work or properly licensed.

We do not warrant a commercial outcome, and no one honest can. We do not guarantee a search ranking, a return on ad spend, a cost per acquisition, a lead volume, a conversion rate or a revenue figure. Those depend on your pricing, your product, your sales team’s follow-up, your competitors’ budgets, platform auction dynamics and algorithm changes — none of which sit within our control, and several of which change without notice.

Free tools on this site — the ROI calculator, the budget planner, the cost-per-lead model and the instant SEO audit — are provided for planning and are supplied “as is”. Their outputs are estimates built on benchmarks, not advice, and no commercial decision should rest on them alone.

Except as expressly stated here, and to the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded.

If we breach the service warranty, tell us within thirty days of the deliverable. We will re-perform the affected work at our cost. That is your primary remedy, and we take it seriously — it is the clause we have invoked on ourselves more than once.

11

Limitation of liability

Neither party is liable to the other for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or data, however caused, even if the possibility was known.

Each party’s total aggregate liability arising out of or in connection with the engagement — whether in contract, tort (including negligence), statute or otherwise — is limited to the total fees paid and payable by you to us under the relevant SOW in the six months immediately preceding the event giving rise to the claim. Media spend, third-party licence costs and taxes passed through at cost are excluded from that calculation, because we never earned them.

Nothing in these terms limits or excludes liability for fraud or fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, a breach of the confidentiality obligations, a party’s indemnity obligations, your obligation to pay fees and approved media spend, or any liability that cannot lawfully be limited under Indian law.

Claims must be brought within twelve months of the date the claiming party first became aware, or ought reasonably to have become aware, of the circumstances giving rise to them.

12

Term, notice and what happens at the end

The engagement runs for the initial term stated in the SOW — three months unless agreed otherwise — and continues month to month afterwards.

• Termination for convenience — either party may terminate at any time after the initial term by giving sixty days’ written notice. Notice runs from the date of receipt; the engagement, the work and the invoicing continue normally through the notice period.
• Termination for cause — either party may terminate immediately on written notice if the other commits a material breach that is not remedied within thirty days of written notice of it, becomes insolvent, has a receiver or liquidator appointed, or ceases to carry on business.
• Immediate termination by us — we may terminate immediately if we are asked to do something unlawful, materially misleading, or in breach of a platform’s policy, and you decline to change course after we have raised it in writing.
• On termination you pay — all fees for services performed to the termination date, all approved media spend and third-party costs incurred or committed, and any non-cancellable commitments we made on your written instruction.
• Handover — within fifteen business days of the end date we transfer ownership of accounts, hand over working files, source code and documentation, transfer any domain or licence registered in our name, and remove our access from your systems. Handover is included in the fee. There is no exit charge and no ransom on your own assets.
• No refund of the current month — a retainer month that has begun is not refunded, because the team was reserved for it.
• Survival — the clauses on intellectual property, confidentiality, data protection, liability, publicity, non-solicitation and governing law survive termination.

13

Force majeure

Neither party is in breach for a failure or delay caused by an event beyond its reasonable control — including act of God, flood, cyclone or earthquake, fire, war, terrorism, civil unrest, epidemic or pandemic and the public-health measures taken in response, act of government or regulator, nationwide strike, failure of a public telecommunications or power network, or an outage of a major cloud or advertising platform.

The affected party must notify the other in writing as soon as practicable, describe the effect, and use reasonable efforts to mitigate and to resume. Obligations are suspended for the duration, and timelines extend by the same period.

If the event continues for more than sixty consecutive days, either party may terminate on fifteen days’ written notice without further liability. Force majeure does not excuse payment for services already performed or media spend already committed.

14

Publicity, case studies and references

We would like to write about the work, and we will not do it without your permission. We may publish a case study naming you, describing the engagement and quoting results only after you have approved the specific text and the specific figures in writing. Approval of a draft is not approval of a later edit.

You may withdraw approval for a published case study on thirty days’ written notice, and we will remove it from our site and stop using it in new material. We cannot recall printed copies or third-party syndications already in circulation, and we will tell you where those exist.

While the engagement is live we may display your name and logo in a client list on our website and in credentials decks, unless you tell us in writing not to. Every number we publish about your account is reconciled with your own finance team before it goes live — that rule has cost us more than one impressive-looking statistic.

15

Non-solicitation

During the engagement and for twelve months after it ends, neither party will directly solicit for employment or engagement any individual who was materially involved in the work on the other side, without that party’s prior written consent.

This does not restrict a general public job advertisement, a recruiter’s untargeted approach, or an application made by an individual on their own initiative. Nothing here restrains anyone’s lawful right to work, and we would not attempt to — Section 27 of the Indian Contract Act, 1872 is clear on that.

Where a hire does happen from a direct approach, the parties will discuss a fair recruitment fee rather than start a dispute.

16

Governing law and dispute resolution

These terms, and any dispute or claim arising out of or in connection with them or their subject matter — including non-contractual disputes — are governed by and construed in accordance with the laws of India.

Subject to the arbitration clause below, the courts at Kolkata, West Bengal have exclusive jurisdiction. Nothing prevents either party from applying to those courts for interim or conservatory relief under Section 9 of the Arbitration and Conciliation Act, 1996.

• Escalation first — a party raising a dispute serves written notice describing it. Senior representatives of both parties meet, in person or by video, within fifteen days and attempt to resolve it in good faith.
• Arbitration — if the dispute is not resolved within thirty days of that notice, it is referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended.
• Tribunal — a sole arbitrator appointed by mutual agreement in writing. If the parties cannot agree within thirty days of a request to appoint, the arbitrator is appointed in accordance with the Act.
• Seat, venue and language — the seat and venue of arbitration is Kolkata, West Bengal, and the proceedings are conducted in English.
• Award — the award is final and binding on the parties, and may be enforced in any court of competent jurisdiction. Each party bears its own costs unless the arbitrator directs otherwise.
• Confidentiality — the existence of the arbitration, the submissions and the award are confidential, save where disclosure is required by law or to enforce the award.

17

General

The usual machinery, stated plainly so it is not a surprise later.

• Notices — formal notices must be in writing and sent to StranoInfy Private Limited, Durganagar Station Road, Near Airport, Kolkata 700065, West Bengal, India, with a copy by email to support@stranoinfy.com, and to your registered office and nominated contact. Notice by email alone is valid for approvals, change requests and day-to-day matters, but not for termination or a claim.
• Assignment — neither party may assign or novate the agreement without the other’s written consent, except to an affiliate or to a successor in a merger, acquisition or sale of substantially all assets, on written notice.
• Sub-contracting — we may use vetted specialist contractors for parts of a deliverable. We remain fully responsible for their work, and they are bound by equivalent confidentiality and data-protection obligations.
• Relationship — the parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other.
• No waiver — a failure or delay in enforcing a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
• Severability — if any provision is held invalid or unenforceable, it is severed and the rest continues in full force, with the severed provision replaced by the closest lawful equivalent.
• Entire agreement — the MSA, the SOWs, the data processing addendum and these terms are the entire agreement between the parties and supersede all prior proposals, decks, emails and discussions. Neither party has relied on any statement not set out in those documents, save for fraudulent misrepresentation.
• Electronic execution — these terms and any SOW may be signed electronically and in counterparts, and an electronic signature is valid and enforceable under the Information Technology Act, 2000.
• Third parties — no one other than the parties has any right to enforce any term of the agreement.

18

Changes to these terms

We may update these terms as our services, the law or the platforms we work on change. The date at the top of this page always shows the current version, and continuing to use this website after a change means you accept it.

A live engagement is different. Changes to these terms do not vary a signed MSA or SOW; that requires a written variation agreed by both parties. Where a change would materially affect an active engagement, we will write to you at least sixty days before it applies, and you may terminate on the same notice with no further liability if you do not accept it.

Earlier versions are archived. Ask us for any previous version, or for a redline showing exactly what changed and when.

• Ask us about a clause