1.General The Terms and Conditions Contained Herein Shall Constitute and Form and entire Agreement (hereinafter referred to as ‘Agreement’) between Tuxcedo Technology Pvt.Ltd. (‘TTPL) and the customer. Any Clause of the Terms and Conditions If deemed Invalid, Void or for any reason becomes unenforceable, shall be deemed severable and shall not affect the validity and enforceability of the remaining clauses of the Terms and conditions of this Agreement.


2.Services ,Exclusions & Performance In The event the Agreement gets Terminated For any reason whatsoever before the expiry of the period of one year from the date Agreement ,than the website ,hosting and domain ,if so applicable ,provided by TTPL shall be chargeable by TTPL and the customers agrees to pay for the same ,In case the customer intends to continue the use of such website ,hosting and hosting after the period of one year from the date of this Agreement .

That case the advertising budget of the customer is consumed before the Expiry of the period of one year from the date of this agreement than also the customer shall be entitled to use the website, hosting and domain for the balance period .however in the event the customer intends to continue the use of such website, hosting and domain after the period of one year from the date of this agreement than the same shall be chargeable.

In the event the Advertisement requirements requested by the customers fall within the restricted category of Google, are not supported by Google, or are against the policy or Google or are against the policy Google than TTPL shall have the right to refund the balance consideration paid by the customer.


TTPL reserves the right to refuse or cancel and Advertising requirements at its sole discretion, with or without cause, at any time .Balance advertising budget will be refunded to the customers. Service contract is for Google AdWords’ which is Paid form of advertising on Google. SEO or Google AdWords’ customer’s website link would appear under sponsored or unsponsored link on Google Search Results Page (SERP).

Our Template Based Website solution would not be given along with FTP (File Transfer Protocol).


3.Consideration The Consideration means the cost of the package purchased by the customer from TTPL.
reserves the right to charge for any additional work executed by TTPL.


The cost of click would include TTPL charges over and above the actual cost of clicks on Google AdWords.


In The event the customer agrees to pay the consideration for the services via ECS mode , than the same cannot be cancelled by the customers amidst the term of the Agreement , unless the Agreement is earlier terminated by TTPL at its sole discretion or by mutual consent of TTPL customers .


Once the website is live after the approval of the customers (approval cannot be unnecessarily withheld) , all the charges requested to TTPL shall be chargeable on mutually agreed terms . In the event the customer does not respond regarding the approval of the website , after having sent the same to it ,for its approval by TTPL , within 7 Days from the date of its being sent ,than the same shall be deemed to have been approved and any changes requested thereafter to TTPL shall be additionally chargeable . However client would Have an all the time CMS Access to make changes to the website.

4.Indemnity The Customer shall indemnify and hold TTPL harmless from all claims, costs, Proceedings, damages and expenses (Including legal and other professional fees and expenses), awarded against or incurred or paid by TTPL as a result of or in connection with any alleged or actual infringement, of any third party’s Intellectual property rights (Including Copyright) or other right arising out of the use or supply of the information by or on Behalf of the customers to TTPL.

5.Termination If the contract is Terminated by the customers before services under this agreement are to begin execution or are in the process of complexion that in such an event , under no circumstances , the consideration paid or agreed to be paid by the customer , shall be refundable and the same shall be forfeited in full .

6.Miscellaneous TTPL shall be permitted to identify customer, as TTPL client and may use customer’s name in connection with TTPL marketing initiative.
Customer agrees and permits TTPL to make calls and messages on his mobile and office contact number subsequent to the signing of this Agreement.

Customers agrees to take virtual number from TTPL for the purposed of running the advertising campaign and to enable measurability of the campaign. it is agreed by and between TTPL and the customers that TTPL is with its right , to discontinue the above stated virtual number for the customers , in the event ,the customer chooses not to advertise further . These calls would be recorded for reference and quality purposes.

TTPL is authorized to replace the existing website of customer on its sub – domain and its herby authorized to make such changes as may be required for the betterment of the delivery of the advertising campaign. Clients agrees to do all the requisite changes recommended by TTPL on its website in order to enhance the advertising campaign performance.

Customer authorize TTPL to take Critical decisions like daily Budget, CPC, Keywords, Geo Networks / Devices for the enhanced performance of the advertising campaign.

7. Disclaimer

8.TTPL makes no representations, warranties or guarantees of any kind as to the level of sales, purchases, click, sales leads or other performance that customer can expert from advertising campaign through TTPL. Any estimates provided by TTPL to the customers are not intended to create any binding obligations or to be relied upon by the customers and the same are mere estimates.

9.TTPL will not be liable for any loss of profit, loss of contract, loss of use , or any direct or indirect / or any consequential loss , damage or expense sustained / incurred by the customer as a result of any acts or omissions or information or advice done / given in any form by or on behalf of the TTPL to the customers and the customer is advised to make its own inquires and use its own best judgment and / or intellect before taking any decision .


10. In addition to the above, it is further agreed that the customers shall be solely liable for any loss or damage, whether monetary or otherwise, suffered by it, as result of any changes effected by it, in the website by using CMS and TTPL shall not be held liable on any account what so ever.

11.Customer would be provided access to reporting interface by TTPL, showcasing all the critical performance however TTPL accepts no liability based on performance.

8. Forcemajure Neither party will be liable to the other, for any delay or failure to fulfill obligations set forth in this Agreement caused by force majeure reasons or circumstances beyond their control.

9. Communication Any Notice send by the customer with respect to this agreement has be in writing and has to sent through registered post at the following address : Tuxcedo Technology Private Limited, S-19 A 2nd Floor Nano Wing Haware Fantasia Par Vashi - 400703
In Case of any query, the customer can contact the Account Manager of TTPL between 10 Am to 6 Pm between Monday to Friday on the Phone Number given on the face of the present invoice.

10. Governing Law And Jurisdiction The Agreement, Its Validity, Construction, interpretation, effect, performance and terminations shall be governed by the laws (both substantive and procedural) as applicable in India from time to time.
Any Dispute or difference arising out of or in connection with this Agreement including its interpretation thereof between TTPL and the customers shall be subject to the exclusive jurisdiction of the courts of Mumbai (India) only.

11. Services, Exclusions & Performance of the Services As May Be Applicable
In the Event of Advertisement, requirements requested by the customer fall within the restricted category of third party, are not supported by third party, or are against the policy of third party than TTPL shall have the right to refund the balance consideration paid by the customers.

TTPL website designing solution are not be given along with FTP user name and password (File Transfer protocol)
Keywords Suggested BY TTPL mentioned in the proposal are for suggestive purposes only and the final keywords on which ads will run may differ to provide best possible results to the customer.

Once the daily budget of the customer is exhausted, the ads will stop appearing on search / display platforms. It will restart again on the next day and this will continue until your total budget is spent.

12. Others
The Customer and shall supersede all performance all prior commitments if any, agreements, communications, discussion relating to the services covered herein and particularly mentioned on the face of this Agreement.

The Charges/ Consideration mentioned on the face of this Agreement are only for the proposal submitted by TTPL to the customer and any scope of work not covered in the proposal shall be charged Extra.