Welcome to Upving Digital Solutions Pvt Ltd (“we,” “us,” “our”). These Terms of Service (“Terms”) govern your use of our website and services, provided by Upving Digital Solutions Pvt Ltd, a company incorporated under the laws of India. By accessing or using our website and services (the “Services”), you agree to be bound by these Terms. If you do not agree with any of these Terms, please do not use our Services.

1. Acceptance of Terms

• By using our Services, you agree to comply with these Terms and any additional policies that govern specific services.
• We reserve the right to modify or revise these Terms at any time. Changes will be posted on this page, and the effective date will be updated. Continued use of our Services after such changes constitutes acceptance of the revised Terms.

2. Services Provided

Upving Digital Solutions Pvt Ltd offers a variety of online marketing services, including but not limited to:

• Social Media Marketing (Facebook, Instagram, LinkedIn, etc.)
• Pay-Per-Click (PPC) Advertising (Google Ads, Facebook Ads, etc.)
• Search Engine Optimization (SEO)
• Content Marketing
• Email Marketing
• Web Design and Development
• Marketing Automation
• Lead Generation Campaigns

Service Agreement: Specific details of services, including timelines, deliverables, and fees, will be provided in an individual Service Agreement between Upving Digital Solutions Pvt Ltd and the client.

3. No Guarantee of Results

• Performance Disclaimer: While Upving Digital Solutions Pvt Ltd uses industry-standard practices and methodologies, we do not guarantee specific results. Results from digital marketing are subject to several external variables, such as competition, changes in algorithms, budget constraints, and the client’s input.
• No 100% Result Promises: We make no claims regarding the success, leads, or conversion rates that will result from our services. Any examples of previous results are based on past client outcomes but are not indicative of future performance.

4. Client Responsibilities

• Accurate Information: You must provide accurate and complete information when engaging with our Services. Any delay caused by the client’s failure to provide necessary information or access may result in a delay in service delivery.
• Timely Payment: Clients agree to pay for services in a timely manner according to the agreed-upon payment schedule in the Service Agreement.
• Collaboration and Communication: Clients are expected to engage in good faith and provide feedback, approvals, and other required resources promptly to ensure timely delivery of services.

5. Payment Terms

• Fees: The fees for the Services will be outlined in the Service Agreement. Payment is due as per the agreed schedule. Failure to make timely payments can result in suspension or termination of Services.
• Late Payments: Any payment not made within the due date will incur an interest rate of [1.5%] per month (18% per annum), or as permitted by applicable law.
• Legal Actions for Non-Payment: If payment is not received within [15] days after the due date, Upving Digital Solutions Pvt Ltd reserves the right to initiate legal actions to recover any outstanding payments. The client will be responsible for all costs associated with debt recovery, including but not limited to legal fees, collection costs, and court fees.
• International Clients: For clients outside of India, payments will be processed in accordance with the service agreement. Any international transactions will be subject to applicable foreign exchange rates and payment gateway fees. The client is responsible for all charges incurred during the payment process.

6. Ownership of Intellectual Property

• Upving’s Intellectual Property: Upving Digital Solutions Pvt Ltd retains full ownership of all intellectual property rights in any materials, methodologies, designs, software, reports, content, and other deliverables created during the provision of the Services.
• Client License: Upon full payment, Upving grants the client a limited, non-exclusive, and non-transferable license to use the deliverables solely for the purpose specified in the Service Agreement. The client may not resell or distribute these deliverables without Upving’s prior written consent.
• Client-Provided Content: The client grants Upving Digital Solutions Pvt Ltd a non-exclusive, worldwide, royalty-free license to use, modify, and display any client-provided content solely for the purpose of delivering the Services.

7. Limitation of Liability

• Indemnification: Upving Digital Solutions Pvt Ltd will not be liable for any indirect, incidental, special, punitive, or consequential damages arising from the use of our Services. This includes loss of profits, revenue, data, or reputation.
• Maximum Liability: Upving Digital Solutions Pvt Ltd’s maximum liability to the client, regardless of cause, shall not exceed the total fees paid by the client for the specific services rendered in the Service Agreement.
• Third-Party Services: We use third-party platforms (e.g., Google, Facebook) to provide our services. We cannot be held liable for any disruptions, outages, or changes in these platforms.

8. Confidentiality

Both parties agree to treat all sensitive information exchanged during the course of the Services as confidential. This confidentiality obligation does not apply to information that:

• Becomes publicly available through no fault of either party.
• Was already in the possession of the recipient before disclosure.
• Is required to be disclosed by law or regulation.

Both parties agree to take all necessary precautions to protect confidential information.

9. Force Majeure

Upving Digital Solutions Pvt Ltd shall not be held liable for failure or delay in performing its obligations under these Terms due to any events beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemic, labor strikes, or technological failures.

10. Termination of Services

• Termination by Client: The client may terminate the agreement by providing written notice. Upon termination, the client will be responsible for payment of all Services rendered up to the date of termination.
• Termination by Upving: Upving Digital Solutions Pvt Ltd reserves the right to terminate the agreement if the client fails to make payment, violates these Terms, or is otherwise in breach of their contractual obligations.
• Consequences of Termination: Upon termination, the client loses the right to use any deliverables provided by Upving. The client agrees to pay any outstanding fees due up to the date of termination.

11. Indemnification

You agree to indemnify and hold Upving Digital Solutions Pvt Ltd, its officers, employees, agents, and affiliates harmless from any claims, losses, liabilities, and expenses (including legal fees) arising out of:

• Your use of our Services.
• Any breach by you of these Terms or any laws, regulations, or third-party rights.
• Any content or materials you provide that infringe on intellectual property rights or cause harm to any third parties.

12. Governing Law and Dispute Resolution

• Governing Law: These Terms shall be governed by and construed in accordance with the laws of India. For international clients, these Terms will be governed by Indian law, with respect to international treaties and conventions.
• Dispute Resolution: Any disputes arising out of or in connection with these Terms shall be resolved through binding arbitration under the rules of the Indian Arbitration and Conciliation Act, 1996. The venue for arbitration will be in Vasai, Maharashtra, and the language of arbitration will be English.

13. Miscellaneous

• Entire Agreement: These Terms constitute the entire agreement between Upving Digital Solutions Pvt Ltd and the client regarding the Services provided. Any amendments or modifications must be made in writing.
• Severability: If any provision of these Terms is deemed invalid or unenforceable, the remainder will remain in full force.
• Assignment: The client may not assign or transfer their rights or obligations under these Terms without the prior written consent of Upving Digital Solutions Pvt Ltd.

14. Contact Information

For any inquiries or issues regarding these Terms of Service, please contact us at:

Upving Digital Solutions Pvt Ltd
Email: legal@upving.com
Phone: +91 74001 00880
Address: Upving Digital Solutions Pvt Ltd, Vasai, Palghar, Mumbai, Maharashtra, India

By accessing and using our Services, you acknowledge that you have read, understood, and agreed to these Terms of Service.