Terms of Service

Last Updated: February 26, 2025

Welcome to Urban Nexus. These Terms of Service ("Terms") govern your use of our website and services. By accessing our website or engaging our services, you agree to be bound by these Terms.

1. Acceptance of Terms

By using our website (www.urbannexuss.com) or engaging our marketing services, you agree to comply with and be bound by these Terms, our Privacy Policy, and all applicable laws and regulations.

If you are entering into these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.

2. Description of Services

Urban Nexus provides digital marketing services, including but not limited to:

• Digital marketing strategy and consulting
• Search engine optimization (SEO) and search engine marketing (SEM)
• Content marketing and creation
• Social media management and advertising
• Website design and development
• Graphic design and branding
• Advertising campaign management and optimization

Specific services, deliverables, timelines, and pricing will be outlined in individual service agreements or proposals.

3. Service Agreements

3.1 Engagement Terms

When you engage our services, we will provide a service agreement, proposal, or statement of work ("Agreement") detailing:

• Scope of services and deliverables
• Pricing and payment terms
• Project timeline and milestones
• Responsibilities of both parties
• Any additional terms specific to your engagement

3.2 Contract Duration

Unless otherwise specified in your service agreement:

• Services are provided on a month-to-month basis
• Either party may terminate services with 30 days written notice
• Project-based work is governed by the specific project agreement

3.3 Changes to Services

We reserve the right to modify, suspend, or discontinue any service at any time. Active clients will be notified of significant changes that may affect their engagement.

4. Payment Terms

4.1 Fees and Pricing

Fees for services will be specified in your service agreement. All prices are in Indian Rupees (INR) unless otherwise stated.

4.2 Payment Schedule

Unless otherwise agreed:

• Monthly retainer fees are due on the 1st of each month
• Project-based fees require 50% deposit upfront, with the balance due upon completion
• Ad spend budgets are billed separately and paid directly to advertising platforms or through us as agreed

4.3 Late Payments

Invoices not paid within 15 days of the due date may incur:

• Late fees of 1.5% per month (or the maximum allowed by law)
• Suspension of services until payment is received
• Termination of the service agreement for non-payment exceeding 30 days

4.4 Refunds

Refunds are generally not provided for services already rendered. Refund requests will be evaluated on a case-by-case basis at our sole discretion.

5. Client Responsibilities

To ensure successful service delivery, clients agree to:

• Provide timely access to necessary accounts, platforms, and information
• Respond to requests for feedback and approvals within agreed timelines
• Provide accurate information about their business, products, and target audience
• Comply with all applicable laws and regulations in their marketing activities
• Grant necessary permissions for us to act on their behalf with third-party platforms
• Review and approve all client-facing materials before publication

Delays caused by client non-responsiveness may result in extended project timelines or additional fees.

6. Intellectual Property

6.1 Client-Provided Materials

You retain ownership of all materials, content, and intellectual property you provide to us. By providing materials, you grant us a non-exclusive license to use them for the purpose of delivering services to you.

6.2 Work Product

Upon full payment, you will own the final deliverables created specifically for you, including:

• Custom designs, graphics, and branding materials
• Website code and content created for your project
• Marketing copy and content created specifically for your brand

6.3 Urban Nexus Property

Urban Nexus retains ownership of:

• Our proprietary methods, processes, and frameworks
• Pre-existing templates, tools, and resources
• General knowledge and expertise developed during our engagement
• The right to showcase your project in our portfolio (with your permission)

6.4 Third-Party Tools and Platforms

We may use third-party tools, software, and platforms in delivering services. Ownership and licensing of these tools remain with their respective owners.

7. Confidentiality

Both parties agree to:

• Keep confidential information disclosed during the engagement private
• Use confidential information only for the purposes of the engagement
• Not disclose confidential information to third parties without written consent
• Return or destroy confidential information upon termination of services

Confidential information does not include information that is publicly available or independently developed.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the necessary rights to provide the services
• We will comply with applicable laws and regulations

8.2 Disclaimers

OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. We specifically disclaim:

• Performance Guarantees: We cannot guarantee specific results, rankings, traffic, leads, or revenue from marketing efforts
• Third-Party Platforms: We are not responsible for changes, policies, or performance of third-party platforms (Google, Facebook, etc.)
• External Factors: Market conditions, competition, algorithm changes, and other external factors may affect results
• Uninterrupted Service: We do not guarantee uninterrupted or error-free service delivery

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Urban Nexus's total liability for any claims arising from our services shall not exceed the total amount paid by you to us in the 12 months preceding the claim
• We are not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or lost business opportunities
• We are not liable for damages resulting from client-provided materials, client decisions, or third-party actions

Some jurisdictions do not allow limitations on implied warranties or liability, so these limitations may not apply to you.

10. Indemnification

You agree to indemnify and hold Urban Nexus harmless from any claims, damages, or expenses (including legal fees) arising from:

• Your use of our services in violation of these Terms
• Content, materials, or information you provide that infringes third-party rights
• Your marketing activities that violate applicable laws or regulations
• Claims by third parties related to your business operations

11. Termination

11.1 Termination by Either Party

Either party may terminate services with 30 days written notice, unless otherwise specified in your service agreement.

11.2 Immediate Termination

We may immediately terminate services if:

• You breach these Terms or your service agreement
• Payment is more than 30 days overdue
• You engage in fraudulent, illegal, or unethical conduct
• Continuing the relationship would expose us to legal or reputational risk

11.3 Effect of Termination

Upon termination:

• You must pay all outstanding fees for services rendered
• We will provide any completed deliverables upon full payment
• We may retain copies of work product for portfolio and record-keeping purposes
• Access to client accounts and platforms will be transferred or revoked as appropriate

12. Website Use

12.1 Acceptable Use

You agree not to:

• Use our website for any unlawful purpose
• Attempt to gain unauthorized access to our systems
• Interfere with the proper functioning of our website
• Copy, reproduce, or distribute our content without permission
• Use automated systems (bots, scrapers) to access our website

12.2 User Content

If you submit content to our website (comments, testimonials, etc.), you grant us a non-exclusive, royalty-free license to use, reproduce, and display that content.

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of India. Any disputes shall be subject to the exclusive jurisdiction of courts in [Your City/State].

13.2 Informal Resolution

Before pursuing formal legal action, both parties agree to attempt to resolve disputes through good-faith negotiation.

13.3 Arbitration

If informal resolution fails, disputes may be resolved through binding arbitration in accordance with the rules of the Indian Arbitration and Conciliation Act, 1996.

14. General Provisions

14.1 Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between you and Urban Nexus.

14.2 Modifications

We may modify these Terms at any time. Material changes will be communicated via email or website notice. Continued use of services after changes constitutes acceptance.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect.

14.4 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

14.5 Assignment

You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights and obligations to a successor entity.

14.6 Force Majeure

Neither party is liable for delays or failures in performance due to causes beyond their reasonable control (natural disasters, wars, pandemics, government actions, etc.).

15. Contact Information

For questions about these Terms or to report violations, contact us:

Urban Nexus
Email: legal@urbannexuss.com
Website: www.urbannexuss.com