Terms of service

1. Parties and structure

This Master Services Agreement ("Agreement") is between Suvidhi Ventures Private Limited, 1602 Blue Empress, Mumbai 400067, India (CIN U62010MH2026PTC471993) ("we", "us") and the client named in the Statement of Work ("you").

Each engagement is described in a Statement of Work (SOW). If the SOW and this Agreement conflict, the SOW wins on scope, fees, timing and plan; this Agreement wins on everything else.

You accept by ticking the acceptance box and typing your name on the proposal page, or by ticking the terms box at online checkout. Either has the same effect as a handwritten signature, and you confirm you are authorised to bind the company named in the SOW (or, at checkout, the company you buy for).

For a Diagnostic bought at online checkout, the SOW is the Diagnostic plan as described on our pricing page at the time of purchase, together with the Diagnostic delivery guarantee in the refund policy on our terms page.

2. Services

We provide the services and deliverables listed in the SOW. Anything not listed there is out of scope.

We act on our own account as an independent contractor, not as your agent or intermediary, and we decide how the work is done.

Changes to scope need a written change request (email is enough) that states the effect on price and timing. Nothing changes until both of us agree.

3. Your responsibilities

You name one contact who can make decisions, and give us the inputs listed in the SOW: competitors, buyer questions, brand facts, and any access we need (read-only where possible) within 3 business days of asking.

You review and approve or reject each proposed change within 5 business days. We never publish a change to your website or listings without your written approval (a click in our approval link or an email counts).

Every day an input, access or approval is outstanding extends our deadlines by one day and pauses any guarantee period.

You are responsible for the accuracy and lawfulness of facts and content you provide or approve, including product, pricing and regulatory claims.

4. Deliverables and acceptance

A deliverable is accepted 5 business days after we send it, unless you send us a written list of material problems before then. We fix listed problems once at no charge. Using or publishing a deliverable also counts as acceptance.

5. AI results are not guaranteed

AI systems (including ChatGPT, Perplexity, Gemini, Claude and Google AI Overviews) are run by third parties, change without notice and give different answers to the same question. We do not guarantee any mention, ranking, citation, traffic, lead or revenue outcome. Our reports measure what those systems said at a point in time, with the method stated in the report.

6. Fees, invoices and payment

Fees, currency and billing schedule are in the SOW. One-time fees are invoiced on acceptance and paid before work starts. Monthly fees are invoiced in advance at the start of each month of service.

Invoices are due within the number of days stated in the SOW. You pay your own bank, intermediary and currency-conversion charges so we receive the full invoiced amount.

Overdue amounts bear interest at 1.5% per month (or the maximum the law allows, if lower). If an invoice is more than 10 days overdue we may pause the services after giving you 5 business days' written notice; deadlines move by the length of the pause.

Fees are stated without taxes. Our services are supplied as an export of services from India where the law allows, so no Indian GST is charged on them. If the law requires you to withhold tax from a payment, you may do so, but you must pay it on time and send us the official receipt within 30 days. We will give you any tax forms you reasonably need (for example a W-8BEN-E or tax residency certificate).

7. Term, minimum commitment and termination

This Agreement starts when you accept the first SOW and continues while any SOW is in force.

A monthly plan runs for the minimum term in its SOW (for Growth and Scale, 90 days from kickoff) and then continues month to month. Either of us can stop it with 30 days' written notice. Notice can be given during the minimum term, so that the plan ends when the minimum term ends. If you end a monthly plan before the end of the minimum term without cause, the fees for the rest of the minimum term remain due.

Either of us may end an SOW by written notice if the other materially breaches it and does not fix the breach within 15 days, or becomes insolvent.

Fees already paid are not refundable, except under the delivery guarantee in an SOW or where this Agreement says otherwise. On termination you pay for services delivered up to the end date.

8. Pausing a monthly plan

You may pause a monthly plan once per 12 months for up to 60 days with 15 days' written notice. No fees accrue while paused, and the minimum term is extended by the length of the pause.

9. Intellectual property

We keep all rights in our pre-existing and general materials: methods, question libraries, tools, scoring models, templates and aggregated benchmarks.

Once you have paid for them, you own the content we write specifically for you (for example page copy and changes made to your website). Reports are licensed to you perpetually for your own internal business use, and you may share them with your advisers.

We may use de-identified, aggregated data from our work (never your name or confidential information) to improve our methods and publish research.

10. Confidentiality

Each of us keeps the other's confidential information confidential and uses it only for this Agreement, during the Agreement and for 3 years after (trade secrets for as long as they remain trade secrets). This does not cover information that is public, already known, independently developed, or must be disclosed by law.

11. Data protection

We avoid handling personal data wherever we can and ask for read-only, aggregate access to analytics. Where we do process personal data for you, we act as your processor: only on your documented instructions, with appropriate security, confidentiality for anyone who handles it, help with data-subject requests, deletion or return at the end, and notice of our sub-processors (currently our hosting, email and payment providers, listed in our privacy policy).

For clients in the EU or UK, our Data Processing Addendum (including the EU Standard Contractual Clauses or UK Addendum for transfers to India) applies on request and forms part of this Agreement.

12. Warranties

We will perform the services with reasonable skill and care, in line with good industry practice. All other warranties, express or implied, are excluded to the extent the law allows.

13. Limitation of liability

Neither of us is liable for indirect or consequential loss, lost profits, lost data, or losses caused by changes to third-party platforms.

Each party's total liability under this Agreement is limited to the fees paid or payable under it in the 12 months before the claim arose.

These limits do not apply to fraud, your obligation to pay fees, the indemnities in section 14, or anything the law does not allow to be limited.

14. Indemnities

We will defend you against third-party claims that material we created for you (excluding your content and third-party content) infringes their intellectual property, and pay amounts finally awarded.

You will defend us against third-party claims arising from content or data you supply, or changes you instruct or approve, and pay amounts finally awarded.

15. Publicity

We will not use your name, logo, quotes or results publicly without your prior written consent, which you may give or withdraw by email at any time.

16. Non-solicitation

During the Agreement and for 12 months after, neither of us will actively solicit the other's staff who worked on the services. General job advertisements are allowed.

17. Force majeure

Neither of us is liable for delay caused by events beyond reasonable control, including outages or policy changes of AI platforms. If such an event lasts more than 30 days, either of us may end the affected SOW.

18. Governing law and disputes

This Agreement is governed by the laws of India. Disputes are first discussed in good faith between us for 30 days. Any unresolved dispute is finally resolved by arbitration administered by the Singapore International Arbitration Centre under its rules in force at the time, seated in Mumbai, India, before one arbitrator, in English.

Either of us may seek urgent interim relief from a competent court, and we may claim undisputed unpaid fees in the courts where you are based.

19. General

Notices go to the email addresses in the SOW and take effect when sent, unless a delivery failure is received. Neither of us may assign this Agreement without the other's consent, except as part of a sale of its business. This Agreement and the SOWs are the entire agreement on their subject. If any part is unenforceable, the rest stays in force. Sections 6, 9, 10, 13, 14 and 18 survive termination.

Refund policy

Diagnostic delivery guarantee: We deliver the Diagnostic report within 10 business days of the Kickoff Date: the later of (a) receiving the fee and (b) the kickoff call plus all inputs listed in this SOW. Business days exclude weekends and public holidays in Mumbai. The period pauses for each day an input, access or answer we asked for is outstanding. If we miss the deadline, you may ask for a full refund of the Diagnostic fee by email within 15 days after it, as your sole remedy, and we refund within 15 business days. The guarantee covers timing only, not the findings, and applies once per client.

Monthly plans are not refundable once a month has started. Growth and Scale have a 90-day minimum from kickoff, then run month to month. Either side can stop with 30 days' written notice, which can be given during the minimum term to take effect at its end. If you stop early without cause, the fees for the rest of the minimum term remain due.