Terms & Conditions.

1. Strategic Engagement and Legal Definitions

This document serves as the Master Service Agreement (MSA) and legally binding contract between AdzDrio India Services Private Limited ("AdzDrio," "the Agency," "we," "us") and the corporate entity or individual ("the Client," "you") who interacts with our digital platform or engages our professional services. By accessing adzdrio.in or entering into a Statement of Work (SOW), you signify your informed consent to these Terms and Conditions.

Our services are architected for the enterprise environment, and we assume that all engagements are conducted for business purposes. These terms are designed to facilitate high-performance digital transformation while providing absolute clarity on legal responsibilities and architectural boundaries.

1.1 Definitional Framework

• Digital Business Operating System (Digital OS): The integrated suite of technology, marketing automation, and data architecture deployed by AdzDrio.
• Statement of Work (SOW): The specific contractual document defining project-level scope, deliverables, and financial considerations.
• Strategic IP: The proprietary frameworks, algorithms, code modules, and strategic logic developed by AdzDrio.
• Client Assets: All brand identifiers, proprietary data, and internal knowledge provided by the Client for project execution.

2. Scope of Architecture and Service Execution

AdzDrio operates on a "Disciplined Innovation" model. We do not provide generic, commoditized services; we architect custom growth engines.

2.1 The Statement of Work (SOW)

Every professional engagement is governed by a dedicated SOW. The SOW is the final authority on project scope, technical specifications, and delivery timelines. Any conflict between these general terms and an active SOW shall be resolved in favor of the SOW.

2.2 Change Governance and Out-of-Scope Requests

Digital transformation is dynamic. However, to maintain the architectural integrity of our solutions, all requests for modifications outside the original SOW must undergo a formal Change Request (CR) process. Approved changes will be documented and may result in adjustments to project investment and delivery schedules.

3. Client Fiduciary Duties and Governance

The successful deployment of an enterprise-grade Digital OS requires a high degree of collaboration. The Client acknowledges and accepts the following responsibilities:

3.1 Information Access and API Governance

The Client shall provide timely and secure access to all required business intelligence, API keys, brand assets, and technical environments. Delays in providing these "Client Dependencies" will result in equivalent delays in project delivery and may incur resource idle-time fees.

3.2 Review and Approval Cycle

To maintain execution momentum, the Client must provide feedback or approval on milestones within three (3) business days of submission. If no feedback is received within this window, the deliverable will be considered "Deemed Approved," and AdzDrio will proceed to the next architectural phase.

4. Intellectual Property (IP) and Licensing Architecture

IP ownership is a critical component of enterprise strategy. Our framework provides clear boundaries:

4.1 Agency Intellectual Property

AdzDrio retains sole and exclusive ownership of all underlying code libraries, proprietary strategic frameworks, data processing algorithms, and internal methodologies used to construct the Client's Digital OS. These are the tools of our trade and are not for sale.

4.2 Client Licensing and Deliverables

Upon receipt of full payment for all services, AdzDrio grants the Client a perpetual, non-exclusive, non-transferable license to use the final project Deliverables for their internal business operations. The Client retains all rights to its pre-existing brand assets and proprietary business data.

5. Financial Architecture and Investment

AdzDrio values financial transparency and milestone-based accountability.

5.1 Payment Structure

Investment models are defined in the SOW and may include Fixed-Fee milestones, monthly Retainers, or Hybrid Performance models. All invoices are due within seven (7) days of issuance.

5.2 Default and Asset Suspension

Failure to settle invoices within fourteen (14) days will be considered a material breach of contract. AdzDrio reserves the right to suspend all active digital assets—including ad campaigns, cloud environments, and support access—until all outstanding dues, including a 2% monthly late fee, are settled.

6. Mutual Confidentiality and Non-Disclosure

Both parties acknowledge that they will have access to sensitive "Confidential Information" including trade secrets, technical blueprints, and strategic roadmaps. We agree to protect this information with the same degree of care as our own proprietary data, and to use it strictly for the execution of the project. This obligation survives the termination of this agreement for a period of three (3) years.

7. Limitation of Liability and Performance Indemnity

While AdzDrio strives for technical and strategic excellence, the digital landscape is inherently volatile.

7.1 Platform Volatility

AdzDrio is not liable for fluctuations in digital performance caused by third-party platform algorithm updates (e.g., Google core updates, Meta policy changes) or third-party infrastructure failures.

7.2 Liability Cap

In no event shall AdzDrio's total aggregate liability arising out of or related to this agreement exceed the total amount paid by the Client to the Agency for the specific project milestone that is the subject of the claim.

8. Termination and Orderly Transition

Either party may terminate the engagement with thirty (30) days' written notice, provided all outstanding financial obligations are settled. Upon termination, AdzDrio will facilitate a structured handover of Client-owned credentials and final assets, ensuring a stable transition for the Client's digital operations.

9. Governing Law and Dispute Resolution

This agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising from this agreement shall be subject to the exclusive jurisdiction of the courts in [City], India. We encourage the use of professional mediation before pursuing formal legal action.