Master Service Agreement

1. Parties & Definitions

This Master Service Agreement is entered into by and between:

Redsan Digitals Pvt. Ltd., a company incorporated under the laws of India, ISO 9001:2015 certified, having its registered and operating office at Shop No. 5, Sai Tower, Suddhowala, Dehradun, Uttarakhand - 248001, India (“Agency”, “Redsan Digitals”, “we”, “us”, or “our”); and the Client identified in a signed proposal, Statement of Work, or quotation (“Client”, “you”, or “your”).

Redsan Digitals and the Client may each be referred to individually as a “Party” and collectively as the “Parties”.

1.1 Definitions

• "Services" means the digital marketing, creative, technology, and related services described in one or more Statements of Work (“SOW”), proposals, or quotations issued under this Agreement.
• “Statement of Work” or “SOW” means a signed proposal, quotation, order form, or written scope document that specifies the Services, deliverables, timelines, and fees for a specific engagement, and is incorporated into and governed by this Agreement.
• “Deliverables” means the specific work product (creative assets, campaigns, code, content, reports, designs, or strategy documents) that Redsan Digitals agrees to deliver under an SOW.
• “Ad Spend” means advertising budget provided by the Client for placement on Meta, Google, LinkedIn, or any other advertising platform, held or routed on the Client’s behalf.
• “Policy” means the Redsan Digitals Refund & Cancellation Policy referenced in Section 13 and attached as Annexure B, as amended from time to time.

In the event of any inconsistency between this Agreement and an SOW, this Agreement shall prevail unless the SOW expressly states that it varies a named clause of this Agreement.

2. Effective Date, Term & Structure of the Agreement

This Agreement becomes effective upon signature, proposal acceptance, or first project payment (“Effective Date”) and continues until terminated in accordance with Section 14, governing every SOW, proposal, quotation, purchase order, or online payment made by the Client to Redsan Digitals, whether entered into before or after the Effective Date, unless the relevant document expressly states otherwise.

Each SOW forms part of, and is governed by, this Agreement. Where the Client engages Redsan Digitals through a signed proposal, quotation, service agreement, purchase order, or online payment without a separate SOW, that engagement document shall be treated as the SOW for the purpose of this Agreement.

3. Scope of Services

Redsan Digitals shall provide the Services described in the applicable SOW(s), which may include one or more of the following, as agreed in writing:

• Paid advertising management (Meta Ads, Google Ads, LinkedIn, and other platforms);
• Search Engine Optimisation (SEO), Answer Engine Optimisation (AEO), and Generative Engine Optimisation (GEO);
• Social media management and content calendars;
• Website and application design and development;
• Content creation (copywriting, graphic design, video, photography);
• Branding, identity design, and marketing collateral; and
• Any other custom digital marketing or technology service scoped in a written proposal or SOW.

Workshops & Cohorts Note: This Agreement governs agency services only. Redsan Digitals’ digital courses, workshops, or cohort-based learning products are governed by a separate learning policy provided at the time of enrolment, and are outside the scope of this Agreement.

3.1 Changes to Scope

Any material change to the scope, timeline, or fees of an SOW must be agreed in writing by both Parties (a “Change Order”) before the Agency is obligated to perform the changed scope. Work performed on an expanded or altered scope without a Change Order may be billed at Redsan Digitals’ standard rates.

3.2 Nature of Digital Marketing Services

The Client acknowledges that the Services are professional, time-bound, and knowledge-based, involving strategy, creative effort, technical labour, and third-party spend from the moment an engagement begins. Redsan Digitals will use commercially reasonable skill, effort, and industry-standard practice; however, outcomes such as search rankings, impressions, click-through rates, lead volume, conversions, and return on ad spend (ROAS) depend on factors outside Redsan Digitals’ control, including market competition, platform algorithm changes, client-side approvals, budget levels, and the Client’s own website, product, pricing, or sales process. The absence of a specific result is not, by itself, a breach of this Agreement unless expressly guaranteed in a signed SOW.

4. Client Obligations

To enable Redsan Digitals to perform the Services, the Client shall:

• Provide timely approvals, feedback, content, brand assets, and access credentials (website, ad accounts, analytics, hosting, social pages, etc.) reasonably required to proceed;
• Designate a single point of contact authorised to approve deliverables, budgets, and Change Orders;
• Ensure that all content, materials, and instructions supplied to Redsan Digitals do not infringe any third-party rights or violate applicable law;
• Fund Ad Spend and any pass-through costs in advance, as invoiced; and
• Not engage another agency, freelancer, or in-house resource on the same channel or scope in parallel without informing Redsan Digitals in writing, where doing so may affect campaign or project performance or attribution.

If the Client fails to provide timely approvals, content, access, or information required to proceed, and the project consequently lapses or is delayed beyond 30 days of inactivity, Redsan Digitals may suspend the Services, and fees already invoiced shall remain payable, consistent with Section 5 of the Policy.

5. Fees, Invoicing & Payment Terms

The Client shall pay the fees set out in the applicable SOW. Unless otherwise stated in the SOW:

• One-time project fees are payable in milestone-based instalments as specified in the SOW (typically an upfront/onboarding payment, followed by milestone and final-delivery payments).
• Monthly retainer fees are payable in advance, on or before the start of each billing cycle.
• Invoices are due within 7 days of the invoice date, unless a different period is stated on the invoice.
• Fees are exclusive of applicable taxes (including GST), which shall be added at the prevailing rate (18%) and borne by the Client.
• Late payments may attract interest at 1.5% per month (or the maximum permitted by law, if lower), and Redsan Digitals may suspend Services until overdue amounts are paid in full.

All fees are quoted and payable in Indian Rupees (INR) unless the SOW states otherwise.

6. Ad Spend & Third-Party / Pass-Through Costs

Advertising budgets paid by the Client for placement on Meta, Google, LinkedIn, or any other advertising platform are held and spent on the Client’s behalf and are separate from Redsan Digitals’ service/management fee. Once Ad Spend has been transferred to or consumed by the advertising platform, it is non-refundable by Redsan Digitals; any refund of unspent Ad Spend must be pursued directly with the relevant platform, and Redsan Digitals will reasonably assist the Client with this on request.

Costs paid on the Client’s behalf to third parties: including domain registration, web hosting, SSL certificates, software or SaaS licences, stock photography/video, fonts, plugins, and paid API access: are billed to the Client and are non-refundable once purchased, as these are governed by the relevant third party’s own terms.

7. Intellectual Property Rights

7.1 Client Materials

All trademarks, logos, content, and materials provided by the Client to Redsan Digitals remain the property of the Client. The Client grants Redsan Digitals a limited, non-exclusive licence to use such materials solely to perform the Services.

7.2 Deliverables

Subject to full payment of all fees due under the relevant SOW, ownership of the final, approved Deliverables created specifically for the Client shall transfer to the Client upon full payment. Until full payment is received, all Deliverables remain the property of Redsan Digitals.

7.3 Agency Tools & Pre-Existing IP

Redsan Digitals retains all rights to its pre-existing tools, templates, methodologies, frameworks, proprietary processes, and any general know-how developed or used in providing the Services, whether or not incorporated into the Deliverables. Nothing in this Agreement transfers ownership of such pre-existing IP to the Client.

7.4 Third-Party & Licensed Assets

Stock media, fonts, plugins, licensed software, and similar third-party assets remain subject to the licence terms of the original rights holder and are provided to the Client only to the extent the underlying licence permits.

7.5 Portfolio Rights

Unless the Client requests confidentiality in writing, Redsan Digitals may display completed work in its portfolio, case studies, website, and marketing materials, with attribution to the Client where appropriate.

8. Confidentiality

Each Party agrees to keep confidential all non-public business, technical, financial, and strategic information disclosed by the other Party in connection with this Agreement (“Confidential Information”), and to use such information solely to perform its obligations under this Agreement. This obligation does not apply to information that is or becomes public through no fault of the receiving Party, is independently developed, is lawfully received from a third party without restriction, or must be disclosed under applicable law or a valid order of a court or governmental authority (provided reasonable prior notice is given where legally permitted). This Section survives termination of this Agreement for a period of 3 years.

9. Data Protection & Privacy

Where Redsan Digitals processes personal data on the Client’s behalf (e.g., customer or lead data collected through campaigns, forms, or the Client’s website) in the course of providing the Services, Redsan Digitals shall process such data only as reasonably necessary to perform the Services, in accordance with applicable data protection law (including the Digital Personal Data Protection Act, 2023), and shall implement reasonable technical and organisational measures to protect such data. The Client remains the data controller or data fiduciary for any personal data it collects through the Services and is responsible for ensuring it has a lawful basis (including necessary consents and privacy disclosures) for the collection and use of such data.

10. Representations, Warranties & Disclaimers

Each Party represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

Except as expressly stated in a signed SOW, Redsan Digitals makes no warranty, express or implied, regarding specific marketing outcomes, rankings, traffic, leads, conversions, or ROAS. The Services are provided on a commercially reasonable, industry-standard-practice basis, and Redsan Digitals disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the fullest extent permitted by law, save that nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.

11. Limitation of Liability

To the fullest extent permitted by applicable law:

• Neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or goodwill, arising out of or in connection with this Agreement, even if advised of the possibility of such damages; and
• Redsan Digitals’ aggregate liability arising out of or relating to this Agreement or any SOW shall not exceed the total fees (excluding Ad Spend and pass-through costs) paid by the Client to Redsan Digitals for the specific Services giving rise to the claim in the 3 months preceding the event giving rise to liability.

Nothing in this Agreement limits or excludes either Party’s liability for fraud, wilful misconduct, gross negligence, or any liability that cannot be limited or excluded under applicable law.

12. Indemnification

The Client shall indemnify and hold harmless Redsan Digitals, its directors, employees, and agents from and against any third-party claims, losses, damages, or expenses (including reasonable legal fees) arising out of: (a) content, materials, or instructions provided by the Client that infringe a third party’s rights or violate applicable law; (b) the Client’s breach of this Agreement; or (c) the Client’s use of the Deliverables in a manner not contemplated by this Agreement.

Redsan Digitals shall indemnify and hold harmless the Client from and against any third-party claims arising directly out of Redsan Digitals’ gross negligence or wilful misconduct in performing the Services, subject to the limitation of liability in Section 11.

13. Refund & Cancellation Policy

Refunds and cancellations under this Agreement are governed by the Redsan Digitals Refund & Cancellation Policy (“Policy”), the current version of which is attached as Annexure B and is incorporated into this Agreement by reference. In summary, and subject always to the full text of the Policy:

• Refunds are assessed on a milestone and deliverable basis; amounts for work already completed, delivered, or approved are non-refundable.
• Ad Spend and third-party/pass-through costs already spent or committed are non-refundable by Redsan Digitals (see Section 6).
• New monthly retainer clients may request cancellation and a full refund of the first month’s service fee (excluding Ad Spend/third-party costs already disbursed) within 3 business days of the retainer start date, provided no deliverables have been approved or campaigns launched.
• All refund and cancellation requests must be made in writing to redsandigitals@gmail.com, and will be assessed and processed in accordance with the procedure and timelines set out in the Policy.

Redsan Digitals may update the Policy from time to time as permitted therein; the version of the Policy in effect at the time an SOW is signed shall govern that specific engagement, unless the Parties agree otherwise in writing.

14. Term, Termination & Suspension

14.1 Retainer Services

Either Party may cancel an ongoing monthly retainer by providing 30 days’ written notice by email to redsandigitals@gmail.com (from the Client) or to the Client’s registered email (from Redsan Digitals). The retainer continues, and will be billed, through the notice period unless both Parties agree otherwise in writing.

14.2 Project-Based Services

Cancellation of a fixed-scope project is effective on the date Redsan Digitals confirms receipt of the Client’s written cancellation request. Refund eligibility for work completed up to that date is assessed under the Policy (Annexure B).

14.3 Termination for Cause

Either Party may terminate this Agreement or an SOW immediately upon written notice if the other Party: (a) commits a material breach of this Agreement that remains uncured 15 days after written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to insolvency proceedings; or (c) in the case of the Client, fails to pay any undisputed invoice within 30 days of its due date.

14.4 Effect of Termination

On termination or expiry, the Client shall pay for all Services performed and costs incurred up to the effective date of termination. The Client retains ownership of and access to all work product that has been paid for in full, in accordance with Section 7. Sections 6 to 9, 11 to 13, and 16 to 18 survive termination of this Agreement.

15. Non-Solicitation

During the term of this Agreement and for 6 months thereafter, neither Party shall directly solicit for hire any employee of the other Party who was materially involved in performing or receiving the Services, without the other Party’s prior written consent. This clause does not restrict general public job advertisements not targeted at the other Party’s personnel.

16. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations (other than payment obligations) where such delay or failure arises from causes beyond its reasonable control, including natural disasters, internet or platform outages, changes to third-party platform policies or algorithms, government action, or other events of force majeure. Affected timelines will be extended by a period equal to the disruption, and the Parties will discuss an equitable resolution in good faith.

17. Chargebacks & Payment Disputes

The Client agrees to raise any billing concerns directly with Redsan Digitals through the refund request procedure in the Policy (Annexure B) before initiating a chargeback or payment dispute with its bank or card issuer. Initiating a chargeback without first attempting to resolve the matter with Redsan Digitals may be treated as a breach of this Agreement and may result in suspension of ongoing Services pending resolution. Redsan Digitals reserves the right to contest any chargeback it believes, in good faith, to be inconsistent with this Agreement or the Policy.

18. Dispute Resolution & Governing Law

This Agreement, and any dispute arising out of or in connection with it, shall be governed by and construed in accordance with the laws of India. The Parties agree to first attempt to resolve any dispute amicably through good-faith discussion for a period of 15 days from the date either Party gives written notice of the dispute. If the dispute remains unresolved, it shall be referred to arbitration by a sole arbitrator appointed by mutual consent, under the Arbitration and Conciliation Act, 1996, with the seat and venue of arbitration in Dehradun, Uttarakhand. Subject to the foregoing, the courts at Dehradun, Uttarakhand shall have exclusive jurisdiction.

19. General Provisions

• 19.1 Independent Contractor: Redsan Digitals is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
• 19.2 Assignment: Neither Party may assign this Agreement without the other Party’s prior written consent, except that Redsan Digitals may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, upon written notice to the Client.
• 19.3 Notices: All formal notices under this Agreement shall be in writing and sent by email (to redsandigitals@gmail.com for the Agency, and to the Client’s registered email on file) or by courier/registered post to the addresses stated, and shall be deemed received on the next business day for email, or 5 business days after dispatch for post.
• 19.4 Entire Agreement: This Agreement, together with all SOWs, annexures, and the Policy, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions, proposals, or agreements, whether written or oral.
• 19.5 Amendment: This Agreement may only be amended by a written instrument signed by both Parties, except that Redsan Digitals may update the Policy as described in Annexure B.
• 19.6 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• 19.7 Waiver: No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right.
• 19.8 Counterparts: This Agreement may be executed in counterparts (including by electronic signature or scanned copy), each of which is deemed an original, and all of which together constitute one instrument.

20. Agreement Annexures