Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Houdini Marketing ("Company," "we," "our," or "us") regarding your use of our website located at www.houdinimarketing.com and our services. By accessing our website, engaging our services, or entering into a service agreement with us, you agree to be bound by these Terms and our Privacy Policy.

If you disagree with any part of these Terms, you may not access our website or use our services. These Terms apply to all visitors, users, and clients of our services.

2. Description of Services

Houdini Marketing provides comprehensive eCommerce solutions including but not limited to:

2.1 Core Services

• Product Sourcing & Supplier Management: Identification, vetting, and management of suppliers and manufacturers
• Logistics & Shipping Solutions: Supply chain optimization, shipping coordination, and fulfillment services
• Ad Account Management: Setup, management, and optimization of advertising accounts across various platforms
• Digital Marketing & Ad Campaigns: Strategic marketing campaigns, content creation, and performance optimization
• Warehousing & Inventory Management: Storage solutions, inventory tracking, and distribution services
• Business Strategy & Consulting: Strategic planning, business optimization, and growth consulting

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of our services at any time with reasonable notice to clients. We may also update our service offerings to reflect changes in technology, market conditions, or business requirements.

3. Client Responsibilities and Obligations

3.1 Information Accuracy

You agree to:

• Provide accurate, complete, and current information about your business
• Maintain the accuracy of your account information
• Promptly notify us of any changes to your business information
• Ensure all provided materials and content comply with applicable laws

3.2 Account Security

• Maintain the confidentiality of your account credentials
• Notify us immediately of any unauthorized use of your account
• Accept responsibility for all activities under your account
• Use strong passwords and enable two-factor authentication when available

3.3 Compliance

• Comply with all applicable laws, regulations, and industry standards
• Ensure your business practices meet legal requirements in your jurisdiction
• Obtain necessary licenses and permits for your business operations
• Comply with platform policies for advertising and eCommerce activities

3.4 Cooperation

• Provide timely responses to our requests for information
• Participate actively in strategy development and implementation
• Provide access to necessary accounts, platforms, and systems
• Maintain open communication throughout the service period

4. Payment Terms and Conditions

4.1 Service Fees

Service fees are specified in individual service agreements or proposals. All fees are quoted in Indian Rupees (INR) unless otherwise specified. Fees may vary based on service scope, duration, and complexity.

4.2 Payment Schedule

• Setup fees are due upon signing the service agreement
• Monthly retainer fees are due in advance on the first day of each month
• Project-based fees are due according to agreed milestones
• Ad spend and third-party costs are billed separately as incurred

4.3 Payment Methods

We accept payments via:

• Bank transfer (NEFT/RTGS)
• UPI payments
• Credit/debit cards
• Digital wallets
• Cheques (for amounts above ₹50,000)

4.4 Late Payments

• Late payment fee of 2% per month on overdue amounts
• Service suspension after 15 days of non-payment
• Account termination after 30 days of non-payment
• Collection costs and legal fees may be charged to the client

4.5 Refund Policy

• Setup fees are non-refundable once work has commenced
• Monthly retainer fees are non-refundable but may be prorated for early termination
• Unused ad spend will be refunded within 30 days of account closure
• Refunds for unsatisfactory services will be considered on a case-by-case basis

5. Intellectual Property Rights

5.1 Our Intellectual Property

All content, features, functionality, designs, logos, trademarks, and methodologies on our website and in our services are owned by Houdini Marketing and are protected by Indian and international intellectual property laws.

5.2 Client Materials

You retain ownership of your business information, logos, trademarks, and proprietary content. You grant us a limited license to use these materials solely for providing our services.

5.3 Work Product

• Marketing strategies and campaigns developed specifically for your business belong to you
• Our proprietary methodologies and processes remain our intellectual property
• Reports and analytics prepared for your business belong to you
• General knowledge and experience gained remain with our team

6. Confidentiality and Non-Disclosure

6.1 Confidential Information

Both parties acknowledge that they may have access to confidential information including business strategies, financial data, customer lists, marketing plans, and proprietary processes.

6.2 Obligations

• Maintain strict confidentiality of all confidential information
• Use confidential information solely for providing/receiving services
• Implement reasonable security measures to protect confidential information
• Return or destroy confidential information upon termination

6.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of these Terms
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

7. Performance Standards and Service Level Agreements

7.1 Service Standards

• Response to client inquiries within 24 hours during business days
• Monthly performance reports delivered by the 5th of each month
• Quarterly strategy reviews and optimization recommendations
• 99% uptime for managed advertising accounts

7.2 Performance Metrics

While we strive to achieve optimal results, we cannot guarantee specific outcomes such as sales figures, conversion rates, or return on investment. Performance depends on various factors including market conditions, competition, and client cooperation.

8. Limitation of Liability

8.1 Disclaimer of Warranties

Our services are provided "as is" without warranties of any kind, either express or implied. We disclaim all warranties including merchantability, fitness for a particular purpose, and non-infringement.

8.2 Limitation of Damages

To the maximum extent permitted by law, Houdini Marketing shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits or revenue
• Loss of business opportunities
• Loss of data or information
• Cost of substitute services
• Business interruption

8.3 Maximum Liability

Our total liability for any claims arising from our services shall not exceed the total amount paid by you for services in the 12 months preceding the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless Houdini Marketing and its employees, contractors, and agents from any claims, damages, losses, or expenses arising from:

• Your breach of these Terms
• Your violation of applicable laws or regulations
• Infringement of third-party rights by your content or business practices
• Your negligent or wrongful acts

10. Termination

10.1 Termination by Client

• 30 days written notice for ongoing services
• Immediate termination for project-based services upon completion
• Payment of all outstanding fees and costs
• Return of confidential materials

10.2 Termination by Company

We may terminate services immediately for:

• Non-payment of fees
• Breach of these Terms
• Illegal or unethical business practices
• Failure to cooperate or provide necessary information

10.3 Effect of Termination

• All rights and obligations cease except those that survive termination
• Outstanding fees become immediately due
• Access to our systems and platforms will be revoked
• Confidentiality obligations continue indefinitely

11. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, pandemics, or technical failures of third-party platforms.

12. Dispute Resolution

12.1 Negotiation

Any disputes shall first be addressed through good faith negotiations between the parties' designated representatives.

12.2 Mediation

If negotiation fails, disputes shall be submitted to mediation before a mutually agreed mediator in Mumbai, India. If negotiation fails, disputes shall be submitted to mediation before a mutually agreed mediator in New Delhi, India.

12.3 Arbitration

Unresolved disputes shall be settled through binding arbitration under the Arbitration and Conciliation Act, 2015, with proceedings conducted in New Delhi, India.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India. The courts of Mumbai, These Terms shall be governed by and construed in accordance with the laws of India. The courts of New Delhi, India shall have exclusive jurisdiction over any legal proceedings arising from these Terms.

14. Severability

If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect.

15. Entire Agreement

These Terms, together with our Privacy Policy and any signed service agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

16. Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or website notice at least 30 days before taking effect. Continued use of our services after changes constitutes acceptance of the modified Terms.

17. Contact Information

For any questions about these Terms of Service, please contact us: