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Terms and Conditions
Last Updated: 01-04-2025
1. Introduction and Acceptance
These Terms and Conditions (“Terms”) govern all services offered, quotations issued, and projects onboarded by BlueLight Media/BlueLight Media Technologies/BlueLight Media Private Limited all htese names are considered as BlueLight Media (“the Agency,” “we,” “us,” or “our”), a digital marketing and technology services provider based in Sirsa, Haryana, India.
By engaging BlueLight Media for any service — including but not limited to Search Engine Optimization (SEO), Social Media Marketing, Web Design & Development, Pay-Per-Click (PPC) / Google Ads Management, Email Marketing, Branding & Graphic Design, WhatsApp Marketing (API, Multi-Device Portal, or Promotional), Mobile App Development, Custom Software Development, or any Custom Request Service — the client (“Client,” “you,” or “your”) agrees to be bound by these Terms in full.
If you do not agree to these Terms, you must not engage, onboard, or continue to use BlueLight Media’s services.
2. Definitions
- “Agreement” means these Terms and Conditions together with any signed proposal, quotation, Statement of Work (SOW), or invoice issued by BlueLight Media to the Client.
- “Services” means any digital marketing, development, design, or management service provided by BlueLight Media as described in Section 3.
- “Deliverables” means the specific outputs (website, campaign, content, report, application, or other work product) agreed to be provided under a given engagement.
- “Client Content” means all materials, text, images, logos, credentials, and data supplied by the Client for use in the Services.
- “Third-Party Platforms” means external platforms including but not limited to Google, Meta (Facebook/Instagram), WhatsApp Business Platform, LinkedIn, hosting providers, domain registrars, and payment gateways.
3. Scope of Services
BlueLight Media provides the following categories of services, each governed by a separate scope of work agreed in writing (via quotation, proposal, or invoice) prior to commencement:
- Search Engine Optimization (SEO) — on-page, technical, and local SEO
- Social Media Marketing — content, community management, paid social
- Web Design & Development
- PPC / Google Ads Management
- Email Marketing
- Branding & Graphic Design
- WhatsApp Marketing (API-based, Multi-Device QR Portal, and Promotional Campaigns)
- Mobile App Development (Android/iOS)
- Custom Coded Projects / Custom Software Development
- Any other custom development, marketing, design, or business management service agreed to in writing between the Agency and the Client
No service is deemed to have commenced until the Client has accepted a written quotation or Statement of Work and, where applicable, made any required advance payment as specified in Section 6.
4. Client Onboarding
4.1 Onboarding begins upon: (a) written acceptance of a quotation/proposal by the Client, and (b) receipt of the advance payment specified in that quotation, unless otherwise agreed in writing.
4.2 The Client shall provide, in a timely manner, all information, access credentials, brand assets, approvals, and content reasonably required by BlueLight Media to perform the Services. Delays caused by the Client’s failure to provide such materials shall extend project timelines proportionately, and BlueLight Media shall not be liable for any resulting delay.
4.3 BlueLight Media reserves the right to decline onboarding any Client or project at its sole discretion, including where the nature of the Client’s business, product, or requested campaign content is unlawful, unethical, defamatory, or in violation of any applicable law or Third-Party Platform policy.
5. Client Responsibilities
The Client agrees to:
- Provide accurate, complete, and lawful information, content, and access credentials required for the Services.
- Obtain and maintain all necessary licenses, registrations, and permissions required to operate its business and to lawfully market its products/services in India.
- Ensure that any content, data, contact lists, or materials supplied to BlueLight Media (including for email or WhatsApp marketing) are obtained with proper consent and do not infringe any third party’s rights or violate applicable data protection, consumer protection, or anti-spam regulations.
- Respond to requests for feedback, approvals, or information within a reasonable time (unless a specific turnaround time is agreed) to avoid project delays.
- Make all payments in accordance with the agreed schedule under Section 6.
6. Fees and Payment Terms
6.1 Fees for each Service shall be as set out in the applicable quotation, proposal, or invoice, quoted in Indian Rupees (INR) exclusive of applicable taxes (GST) unless stated otherwise.
6.2 Advance Payment: Unless otherwise agreed in writing, a non-refundable advance of 70% of the total project value is required before work commences on one-time projects (e.g., website development, branding, app development). The balance is payable on completion/delivery, or per the milestone schedule specified in the Statement of Work.
6.3 Monthly Retainers: For ongoing services (SEO, Social Media Management, PPC Management, WhatsApp Marketing, etc.), fees are billed monthly in advance and are due on or before the 5th of each billing cycle. Services may be paused or suspended for accounts more than 2 days overdue.
6.4 Advertising / Media Spend: Where BlueLight Media manages paid advertising (Google Ads, Meta Ads, WhatsApp API costs, or similar), the advertising/media spend is separate from and in addition to BlueLight Media’s management fee, unless explicitly stated otherwise in the quotation. The Client is responsible for funding the ad account or reimbursing such spend as agreed.
6.5 Late payments beyond the due date may attract interest at 2% per month and/or suspension of Services until payment is received, without liability to BlueLight Media for any resulting delay or loss to the Client.
6.6 All fees paid are non-refundable except as expressly stated in Section 10 (Cancellation and Refunds).
7. Project Timelines and Delivery
7.1 Timelines communicated by BlueLight Media are estimates based on the information available at the time of quotation and are contingent on timely Client cooperation as described in Section 5.
7.2 BlueLight Media shall not be held liable for delays arising from: (a) delayed Client feedback, approvals, or content; (b) changes in project scope requested after commencement; (c) issues with Third-Party Platforms outside BlueLight Media’s control (e.g., platform outages, policy changes, account suspensions not caused by BlueLight Media); or (d) Force Majeure events as described in Section 15.
7.3 Any request to materially change the agreed scope of a project shall be treated as a change request and may result in revised timelines and additional fees, to be agreed in writing before proceeding.
8. No Guarantee of Results
8.1 The Client acknowledges and agrees that digital marketing outcomes — including but not limited to search engine rankings, website traffic, social media engagement, lead volume, conversion rates, or advertising return on investment — are influenced by numerous factors outside BlueLight Media’s control, including search engine algorithm changes, market competition, platform policy changes, and Client-side factors (product, pricing, website performance, market demand).
8.2 BlueLight Media does not guarantee specific rankings, traffic numbers, follower counts, lead volumes, sales figures, or any other performance metric, whether stated verbally, in marketing materials, or in a proposal, unless expressly and specifically guaranteed in writing in a signed Statement of Work.
8.3 Any performance figures, case studies, or past results shared by BlueLight Media (in proposals, on its website, or otherwise) are illustrative of past outcomes for specific clients and circumstances, and do not constitute a guarantee of similar results for any other Client.
9. Intellectual Property Rights
9.1 Client Materials: All trademarks, logos, brand assets, and content provided by the Client remain the property of the Client. The Client grants BlueLight Media a limited license to use such materials solely for the purpose of delivering the agreed Services.
9.2 Deliverables: Unless otherwise agreed in writing, full ownership of final Deliverables (e.g., final website files, final design files, final ad creatives) transfers to the Client only upon full and final payment of all fees due for that project. Prior to full payment, all Deliverables remain the property of BlueLight Media.
9.3 Agency Tools and Pre-Existing IP: BlueLight Media retains ownership of all pre-existing tools, frameworks, code libraries, templates, methodologies, and know-how used in delivering the Services, whether or not incorporated into a Deliverable. This does not restrict the Client’s use of its own final Deliverable, but does not transfer ownership of the Agency’s underlying tools or reusable components.
9.4 Portfolio Rights: Unless the Client specifically requests confidentiality in writing, BlueLight Media reserves the right to showcase completed work (including screenshots, case studies, and general performance summaries) in its portfolio, website, and marketing materials.
10. Cancellation and Refund Policy
10.1 One-Time Projects (websites, branding, app development, custom coding): The advance payment referred to in Clause 6.2 is non-refundable once work has commenced, as it covers time, resources, and planning already committed. If the Client cancels after commencement but before completion, fees for work completed to date shall be payable in full, calculated on a pro-rata or milestone basis as applicable.
10.2 Monthly Retainers: Either party may terminate an ongoing monthly service with 30 days’ written notice. Fees already paid for the current billing cycle are non-refundable. No refund is due for partial months.
10.3 Third-Party and Ad Spend Costs: Amounts already spent or committed on advertising platforms, hosting, domains, software licenses, or other third-party costs on the Client’s behalf are non-refundable under any circumstances.
10.4 No refund shall be issued where a Client fails to provide necessary cooperation, content, or approvals resulting in the Agency being unable to complete or deliver the Services within a reasonable time.
11. Confidentiality
Both parties agree to keep confidential any non-public business, technical, or financial information disclosed by the other party in the course of the engagement, and not to disclose such information to any third party without prior written consent, except where disclosure is required by law. This obligation survives termination of the Agreement for a period of 2 years.
12. Third-Party Platforms and Compliance
12.1 Services involving Third-Party Platforms (Google, Meta, WhatsApp Business Platform, hosting providers, etc.) are subject to the respective platform’s own terms of service, policies, and availability, which are outside BlueLight Media’s control.
12.2 WhatsApp Marketing Services specifically: All WhatsApp marketing campaigns (API-based, Multi-Device Portal, or Promotional) shall be conducted using officially sanctioned methods and message templates, with contact lists based on Client-obtained, lawful consent. The Client is solely responsible for ensuring that all contacts on any list provided have validly opted in to receive communications. BlueLight Media shall not be liable for account suspension, bans, or penalties imposed by WhatsApp or any regulatory authority arising from Client-supplied contact lists obtained without proper consent, or from Client-directed campaign content that violates platform policy or applicable law (including the Information Technology Act, 2000 and TRAI regulations on commercial communications).
12.3 BlueLight Media shall not be liable for any loss, suspension, deactivation, policy violation penalty, or change in service arising from actions taken by a Third-Party Platform, except where such action results directly from BlueLight Media’s gross negligence or willful misconduct.
13. Limitation of Liability
13.1 To the maximum extent permitted under applicable Indian law, BlueLight Media’s total aggregate liability arising out of or in connection with any Service, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to BlueLight Media for the specific Service giving rise to the claim in the 3 months preceding the claim.
13.2 BlueLight Media shall not be liable for any indirect, incidental, special, or consequential loss or damage, including but not limited to loss of profits, loss of business opportunity, or loss of goodwill, arising from or in connection with the Services.
13.3 Nothing in this Agreement shall exclude or limit liability for fraud, gross negligence, or any liability which cannot lawfully be excluded or limited under applicable Indian law.
14. Indemnification
The Client agrees to indemnify and hold harmless BlueLight Media, its employees, and representatives from and against any claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of: (a) the Client’s breach of these Terms; (b) Client-supplied content, data, or contact lists that infringe third-party rights or violate applicable law; or (c) the Client’s use of Deliverables in a manner not authorized under this Agreement.
15. Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government action, internet or power outages, pandemics, or Third-Party Platform-wide outages. The affected party shall notify the other as soon as reasonably practicable and resume performance once the cause is resolved.
16. Termination
16.1 Either party may terminate this Agreement for material breach by the other party if such breach is not remedied within 15 days of written notice specifying the breach.
16.2 BlueLight Media may suspend or terminate Services immediately, without liability, if the Client fails to make payment as required under Section 6, or if the Client’s instructions require BlueLight Media to act unlawfully or in violation of a Third-Party Platform’s policies.
16.3 Upon termination, the Client remains liable for all fees due for Services rendered up to the date of termination, and for any committed third-party or advertising costs as described in Clause 10.3.
17. Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of India. The courts at Sirsa, Haryana shall have exclusive jurisdiction over any dispute arising under this Agreement, and both parties submit to the exclusive jurisdiction of such courts.
18. Dispute Resolution
18.1 In the event of any dispute, both parties agree to first attempt to resolve the matter through good-faith negotiation within 30 days of written notice of the dispute.
18.2 If the dispute is not resolved through negotiation, either party may refer the matter to arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator mutually appointed by both parties, and the seat of arbitration shall be Sirsa, Haryana. The arbitration proceedings shall be conducted in English.
18.3 This clause does not prevent either party from seeking urgent injunctive relief from a competent court where necessary.
19. Amendments
BlueLight Media reserves the right to update or modify these Terms at any time. Material changes affecting active engagements will be communicated to the Client in writing (including via email/whatsapp). Continued use of Services after such notice constitutes acceptance of the revised Terms.
20. Entire Agreement
These Terms, together with the applicable quotation, proposal, or Statement of Work, constitute the entire agreement between the Client and BlueLight Media regarding the subject matter herein, and supersede all prior discussions, negotiations, and agreements, whether written or oral, relating to the same.
21. Severability
If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
22. Contact Information
For any questions regarding these Terms and Conditions, please contact:
BlueLight Media Sirsa, Haryana, India Phone: +91 74040-46677 Email: [email protected]
