Terms of Service

1. Acceptance and Order of Priority

These Terms apply when they are incorporated into or linked from a proposal, statement of work, order form, invoice, or other written agreement (each, a "Service Order"). By signing or electronically accepting a Service Order, authorizing DirectiveNow to begin work, or paying an invoice that incorporates these Terms, the client agrees to these Terms.

The Service Order defines the specific services, deliverables, schedule, fees, and responsibilities. If documents conflict, the following order controls: the Service Order, any signed data-processing or confidentiality agreement, and then these Terms. A website visit or audit request alone does not create a paid-services engagement.

2. Services and Third-Party Platforms

DirectiveNow provides digital marketing and related services, which may include Google Ads and Meta Ads management, search engine optimization, website and landing-page development, analytics and conversion tracking, marketing strategy, reporting, optimization, and consulting.

Services may depend on Google, Meta, analytics products, hosting providers, CRM platforms, and other third-party services. DirectiveNow does not control their availability, policies, pricing, approvals, suspensions, algorithms, or functionality and is not responsible for changes or outages outside its reasonable control.

Advertising spend is separate from DirectiveNow's fees. Unless a Service Order expressly states otherwise, the client pays advertising platforms directly. DirectiveNow does not guarantee impressions, clicks, leads, conversions, rankings, revenue, return on advertising spend, or another business result.

3. Client Responsibilities

The client will provide accurate information, timely approvals, reasonable access to the accounts and systems needed for the services, and a responsive point of contact. Delays in access, feedback, content, approvals, or payment may extend the schedule and affect performance.

The client is responsible for the legality, accuracy, substantiation, and rights clearance of its products, services, prices, offers, claims, trademarks, customer lists, creative materials, and instructions. The client will not ask DirectiveNow to publish unlawful, deceptive, infringing, discriminatory, or platform-prohibited material.

Where the client provides customer or lead data, the client confirms that it has the authority and lawful basis to disclose that data and instruct DirectiveNow to process it for the engagement.

4. Fees, Expenses, and Taxes

Fees and payment dates are stated in the Service Order or invoice. Unless agreed otherwise in writing, recurring fees are payable in advance for each billing period.

Advertising spend, software subscriptions, hosting, domains, plugins, stock assets, licenses, and other third-party costs are excluded unless expressly included. The client is responsible for applicable transaction, sales, use, goods-and-services, withholding, or similar taxes, excluding taxes based on DirectiveNow's net income.

An overdue invoice may result in suspension of campaign management, reporting, optimization, hosting work, or other services until the account is brought current. The client remains responsible for approved work performed and committed expenses incurred before suspension or termination.

5. Accounts, Deliverables, and Intellectual Property

Client accounts and data. The client owns its advertising accounts, domains, hosting accounts, analytics properties, CRM accounts, customer data, and business materials. Where practical, new accounts will be created in the client's name with the client retaining administrative access.

Custom deliverables. After full payment of the applicable fees, the client owns the final custom website code, landing pages, copy, creative, reports, and other deliverables specifically identified in the Service Order, excluding DirectiveNow Materials and third-party materials.

DirectiveNow Materials. DirectiveNow retains ownership of pre-existing or generally reusable methods, templates, processes, libraries, know-how, reporting structures, software, and tools ("DirectiveNow Materials"). To the extent DirectiveNow Materials are embedded in a paid deliverable, DirectiveNow grants the client a perpetual, worldwide, non-exclusive license to use them as part of that deliverable.

Third-party materials. Fonts, plugins, stock assets, software, platform features, and other third-party materials remain subject to their respective licenses and terms.

DirectiveNow will not publicly identify the client, display confidential performance data, or use client trademarks as a case study without the client's permission.

6. Confidentiality and Data Protection

Each party will protect the other party's non-public business, technical, financial, customer, campaign, and account information using reasonable care and will use it only to perform or receive the services. Confidential information does not include information that is public through no breach, already lawfully known, independently developed, or lawfully received without a confidentiality duty.

A party may disclose confidential information where required by law, provided it gives notice where legally permitted and limits disclosure to what is required. On request or termination, each party will return or delete confidential information when reasonably practicable, subject to legal retention duties and routine backups.

DirectiveNow will process personal data only for the engagement, according to documented client instructions and the applicable privacy or data-processing terms. Each party will maintain reasonable safeguards and notify the other without undue delay after discovering a security incident materially affecting data supplied under the engagement.

7. Warranties and Disclaimers

DirectiveNow will perform the services with reasonable care and professional skill consistent with generally accepted industry practices.

Except for that express commitment and to the maximum extent permitted by law, the services and deliverables are provided without other express or implied warranties. Marketing results may be affected by market conditions, competition, platform policies, outages, algorithm changes, website performance, pricing, customer behavior, the client's sales process, and lead-response times.

8. Suspension, Cancellation, and Termination

Either party may terminate recurring services with 30 days' written notice unless the Service Order specifies another period. DirectiveNow may suspend or terminate immediately for non-payment, unlawful instructions, material misrepresentation, security risk, platform abuse, or another material breach. Where a breach can reasonably be cured, DirectiveNow will ordinarily give notice and a reasonable opportunity to cure.

Fees for services performed, work initiated, and approved third-party costs incurred before termination remain payable. Unless expressly stated otherwise, completed services, setup work, development work, audits, strategy work, and delivered work are non-refundable.

9. Indemnification

Each party will defend and indemnify the other against third-party claims, damages, and reasonable costs arising from its fraud, wilful misconduct, gross negligence, or violation of applicable law.

The client will additionally defend and indemnify DirectiveNow against third-party claims arising from client-provided materials, claims, products, services, data, instructions, or the client's breach of Section 3, except to the extent the claim was caused by DirectiveNow's unauthorized modification or misconduct. An indemnified party must promptly notify the indemnifying party and reasonably cooperate in the defense.

10. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, business, goodwill, or anticipated savings arising from the services.

Except for payment obligations, fraud, wilful misconduct, gross negligence, or liability that cannot lawfully be limited, DirectiveNow's total aggregate liability arising from an engagement will not exceed the fees paid or payable under the affected Service Order during the six months preceding the event giving rise to the claim. For a one-time project lasting less than six months, the cap is the total service fee stated in the affected Service Order.

11. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, civil disturbance, government action, widespread internet or utility failure, labour disruption, cyberattack not caused by its failure to use reasonable safeguards, or material third-party platform outage. The affected party will notify the other and resume performance when reasonably possible. Payment obligations for work already performed are not excused.

12. Dispute Handling

Before starting formal proceedings, the parties will attempt in good faith to resolve a dispute through direct discussions between authorized representatives. A dispute notice must describe the issue and requested resolution.

If the dispute is not resolved within 15 days after written notice, either party may pursue remedies available under applicable law and the Service Order.

13. Governing Law and Jurisdiction

These Terms and disputes arising from the services are governed by the laws of India, without regard to conflict-of-law principles.

Subject to mandatory rights or remedies that cannot legally be excluded, courts of competent jurisdiction located in New Delhi, India will have exclusive jurisdiction over disputes arising from these Terms or the services.

14. General Terms

The parties are independent contractors. Neither may bind the other or represent that it is the other's employee, partner, joint venturer, or agent.

Neither party may assign an engagement without the other's written consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets where the assignee accepts the applicable obligations.

If any provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. Failure to enforce a provision is not a waiver. Provisions concerning fees, ownership, confidentiality, indemnification, liability, disputes, and any provision intended by its nature to survive will survive termination.

The Service Order and incorporated documents are the entire agreement concerning the engagement and replace prior discussions on that subject. Changes to an active engagement must be agreed in writing. Updates posted to these Terms apply prospectively and do not materially alter an existing engagement unless the client accepts the change.

15. Notices and Contact

Contract notices must be sent to the addresses identified in the Service Order. Notices to DirectiveNow may also be sent to support@directivenow.com with a copy to Naman Singh at naman.singh@directivenow.com. Routine project communication is not a formal dispute or termination notice unless it clearly says so.