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Terms of Service
Last Updated: 01-09-2025
This Refund, Cancellation & Payment Policy (“Policy”) constitutes a legally binding document between the Client (“Client”, “You”, “Your”) and Blue360, a business unit of Neuraflow Business Solutions LLP, having its Corporate Office at Office No. 535, Cloud 9, Vaishali Sector 1, Ghaziabad, Uttar Pradesh – 201010 (“Blue360”, “We”, “Our”, “Us”).
This Policy shall be read in consonance with:
The Indian Contract Act, 1872;
The Consumer Protection Act, 2019 (to the limited extent applicable);
The Information Technology Act, 2000;
The Goods and Services Tax Act, 2017; and
Any other applicable Indian laws, rules, or regulations.
By purchasing or availing any services from Blue360, the Client acknowledges and agrees to be bound by the terms herein.
1. Definitions
For the purposes of this Terms of Service (“Agreement”), unless the context otherwise requires, the following terms shall have the meanings ascribed below:
1.1 “Agreement” shall mean and include this Terms of Service together with all schedules, annexures, policies (including but not limited to the Refund, Cancellation & Payment Policy), and any amendments or modifications made hereto from time to time by Blue360.
1.2 “Blue360” or “We” or “Us” or “Our” shall mean Neuraflow Business Solutions LLP, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, having its Corporate Office at Office No. 535, Cloud 9, Vaishali Sector 1, Ghaziabad, Uttar Pradesh – 201010, operating its business unit under the brand name Blue360.
1.3 “Client” or “You” or “Your” shall mean any person, natural or juristic, who accesses, uses, or avails the Services of Blue360, whether directly or through authorized representatives, referral partners, or resellers, and shall include its successors, legal heirs, administrators, and permitted assigns.
1.4 “Services” shall mean and include, without limitation, all B2B marketing, digital marketing, website design and development, SEO, social media marketing, paid advertising, consulting, AI automation, and allied professional services offered by Blue360 from time to time, whether through predefined packages, retainers, or custom projects.
1.5 “Deliverables” shall mean any tangible or intangible work product created, developed, or provided by Blue360 under the scope of Services, including but not limited to websites, software code, creatives, designs, marketing campaigns, reports, strategies, and documentation.
1.6 “Third-Party Platforms” shall mean and include all external service providers, platforms, or applications upon which Services may depend, including but not limited to Google, Meta (Facebook/Instagram), LinkedIn, Hostinger, Envato, Razorpay, PayPal, Stripe, or similar entities, each governed by their own independent terms and policies.
1.7 “Confidential Information” shall mean and include all non-public, proprietary, or business information, data, or material of either Party, whether oral, written, or electronic, disclosed in connection with the Services, and shall specifically include pricing, strategies, methods, software, source codes, designs, and business processes. Confidential Information shall not include information that is:
(a) already in the public domain;
(b) independently developed by the receiving Party; or
(c) required to be disclosed under applicable law or judicial direction.
1.8 “Force Majeure Event” shall mean and include any event beyond the reasonable control of Blue360, including but not limited to natural calamities, fire, flood, epidemic, pandemic, acts of God, war, terrorism, strikes, governmental restrictions, technical failures, cyberattacks, or failure of third-party networks/platforms.
1.9 “Business Day” shall mean any day other than a Saturday, Sunday, or public holiday on which banks in India are open for normal banking business.
1.10 “Resellers, Referral Partners, and Sales Agents” shall mean independent third parties (human or AI-based) who may facilitate sales or client acquisition for Blue360 but shall have no authority to bind Blue360 unless expressly authorized in writing. Payments made directly to such persons shall not constitute valid payment to Blue360.
1.11 “Policy” shall mean Blue360’s Refund, Cancellation & Payment Policy, Privacy Policy, and any other supplemental policies published on https://blue360.in, as may be amended from time to time.
1.12 “Party” or “Parties” shall mean, individually, the Client or Blue360, and collectively, the Client and Blue360.
2. Eligibility
2.1 Competency to Contract
Only persons who are competent to contract within the meaning of Section 11 of the Indian Contract Act, 1872 shall be eligible to use or avail the Services of Blue360. This includes individuals above the age of eighteen (18) years, of sound mind, and not disqualified from contracting by any law for the time being in force.
2.2 Entities
Where the Client is a body corporate, partnership, LLP, trust, society, or any other juristic person, the individual accessing or availing the Services on behalf of such entity represents and warrants that they have the requisite authority, consent, and power to bind the entity to this Agreement.
2.3 Prohibited Users
Without prejudice to the foregoing, the following categories of persons are expressly ineligible to use the Services of Blue360:
(a) Minors below 18 years of age, whether acting individually or through guardians;
(b) Persons barred or suspended by Indian law, regulations, or judicial orders;
(c) Persons acting on behalf of, or as a proxy for, another individual or entity without valid written authorization;
(d) Persons or entities previously blacklisted or terminated by Blue360 for breach, fraud, or non-payment.
2.4 Business Purpose Requirement
The Client expressly acknowledges that Services are provided solely for commercial and business purposes. Services are not intended for personal, household, or family consumption. Accordingly, the Client waives any claims under the Consumer Protection Act, 2019, save and except where such applicability is expressly mandated by law.
2.5 Ongoing Compliance
Eligibility under this Section shall be an ongoing condition. Blue360 reserves the right to refuse, suspend, or terminate Services without liability if, at any stage, the Client is found to be ineligible or has made misrepresentations regarding eligibility.
3. Scope of Services
3.1 Nature of Services
Blue360 provides business-to-business (B2B) services, including but not limited to:
(a) Marketing strategy consulting for startups and small businesses;
(b) Website design, development, and maintenance;
(c) eCommerce website design and related integrations;
(d) Search Engine Optimization (SEO) services;
(e) Social Media Optimization (SMO) and Social Media Marketing (SMM);
(f) Performance marketing, including but not limited to advertising campaigns on Google Ads, Meta Ads, LinkedIn Ads, or other digital platforms;
(g) AI-based automation solutions for business workflows;
(h) Ancillary consulting, branding, and digital advisory services.
3.2 Business Purpose Only
The Services are rendered exclusively for commercial and business purposes. Clients expressly agree that Services are not intended for personal, domestic, or household purposes. Accordingly, the Consumer Protection Act, 2019 shall not apply, save and except where expressly mandated.
3.3 Packages, Retainers, and Custom Engagements
3.3.1 Certain Services may be offered under predefined packages (Standard, Premium, Enterprise), which are delivered on an advance-payment basis.
3.3.2 Certain Services may be offered on a retainer basis, where payments are periodic (e.g., monthly retainers) and tied to continuing Services.
3.3.3 For custom engagements, pricing and scope shall be defined separately, and such engagements shall always be project-based.
3.3.4 Blue360 does not offer Services on a pure performance-based model.
3.4 No Guarantee of Outcomes
3.4.1 Blue360 shall exercise reasonable skill, diligence, and professional standards in performing the Services.
3.4.2 Notwithstanding the foregoing, the Client acknowledges and agrees that Blue360 does not and cannot guarantee:
(a) any specific volume of leads, sales, conversions, or revenue;
(b) any ranking positions on search engines;
(c) any engagement levels on social media platforms;
(d) the performance of campaigns run on Third-Party Platforms.
3.4.3 Results depend upon multiple factors outside Blue360’s control, including market conditions, competitor activity, Client’s product/service quality, and Third-Party Platform policies.
3.5 Third-Party Dependencies
3.5.1 Services are dependent upon the performance and availability of Third-Party Platforms, such as but not limited to Google, Meta, LinkedIn, Envato, Hostinger, Razorpay, and other external providers.
3.5.2 Blue360 expressly disclaims liability for:
(a) changes in third-party policies, algorithms, or advertising guidelines;
(b) account suspensions, ad disapprovals, or restrictions imposed by such platforms;
(c) service outages, downtime, or technical failures of such platforms.
3.6 Client Cooperation
The Client acknowledges that the effectiveness and timely performance of Services are contingent upon:
(a) timely provision of approvals, data, and access by the Client;
(b) truthful and accurate representations by the Client;
(c) non-interference with campaigns or deliverables without Blue360’s consent.
3.7 Exclusions from Scope
3.7.1 Unless expressly agreed in writing, Blue360 shall not be obligated to provide:
(a) legal, accounting, or financial advisory services;
(b) guarantees regarding intellectual property clearance of Client-provided materials;
(c) recovery or compensation for losses allegedly caused by underperformance of marketing campaigns.
3.7.2 Any services outside the agreed scope shall require additional payment and a separate written agreement.
3.8 Right to Refuse Service
Blue360 reserves the right, in its sole discretion, to refuse or discontinue Services that are:
(a) illegal, unlawful, or fraudulent;
(b) related to pornography, hate speech, extremist politics, gambling, drugs, or otherwise objectionable content;
(c) likely to cause reputational harm to Blue360 or its stakeholders.
3.9 Special Service Related Terms
In addition to the general terms above, the following provisions apply to specific services provided by Blue360°. Each service category may have unique limitations, disclaimers, or conditions that should be read in conjunction with this Agreement.
(a) Marketing strategy consulting for startups and small businesses
[Detailed service-specific policy to be updated soon]
(b) Website design, development, and maintenance
[Detailed service-specific policy to be updated soon]
(c) eCommerce website design and related integrations
[Detailed service-specific policy to be updated soon]
(d) Search Engine Optimization (SEO) Services:
(i) Blue360° provides SEO services on a best-effort basis. While reasonable care and industry practices are applied, no guarantee is made regarding rankings, leads, traffic volumes, or visibility outcomes.
(ii) Deliverables such as keyword optimization, content creation, backlink building, reporting, and technical SEO are limited strictly to the scope defined in the Client’s selected plan.
(iii) Generative Engine Optimization (GEO) services are included as part of SEO. GEO refers to the structuring of content, markup, and reporting practices aimed at improving the likelihood of a Client’s visibility in AI-driven search platforms (e.g., Microsoft Copilot, Google Gemini, OpenAI ChatGPT). Blue360° cannot guarantee inclusion, ranking, or frequency of visibility within these third-party AI platforms.
(iv) Content produced under SEO or GEO services may use AI-assisted drafting methods but will always be reviewed and edited by human specialists before delivery.
(v) Client cooperation is required for implementation of SEO/GEO recommendations (e.g., CMS or hosting access, content approvals). Delays or restrictions on Client’s part may affect deliverables and timelines.
(vi) Reporting is generated using industry-standard tools (Google Analytics, Search Console, third-party platforms). Accuracy depends on the reliability of these external tools and may not reflect full visibility in AI platforms.
(vii) SEO/GEO are long-term strategies. Client understands that measurable improvements may take three (3) to six (6) months or longer.
(e) Social Media Optimization (SMO) and Social Media Marketing (SMM)
[Detailed service-specific policy to be updated soon]
(f) Performance marketing, including but not limited to advertising campaigns on Google Ads, Meta Ads, LinkedIn Ads, or other digital platforms
[Detailed service-specific policy to be updated soon]
(g) AI-based automation solutions for business workflows
[Detailed service-specific policy to be updated soon]
(h) Ancillary consulting, branding, and digital advisory services
[Detailed service-specific policy to be updated soon]
4. Client Obligations
4.1 Duty to Cooperate
4.1.1 The Client shall, at all times during the term of this Agreement, extend full, timely, and good faith cooperation to Blue360 for the effective delivery of Services.
4.1.2 The Client expressly acknowledges that Blue360’s ability to provide Services in accordance with agreed timelines and scope is dependent upon the Client’s cooperation, approvals, responsiveness, and provision of required resources.
4.1.3 Any act of omission, delay, or failure by the Client in providing such cooperation shall ipso facto discharge Blue360 from liability for delays, deficiencies, or non-performance of Services.
4.2 Provision of Information and Materials
4.2.1 The Client shall, at its sole cost and expense, provide Blue360 with all necessary information, including but not limited to: company details, logos, trademarks, branding material, product/service descriptions, data, creatives, login credentials, hosting details, advertising account access, and such other inputs as Blue360 may reasonably require.
4.2.2 The Client represents and warrants that all such materials and information provided:
(a) are true, accurate, and not misleading;
(b) are free from any third-party intellectual property infringements;
(c) comply with all applicable Indian laws, regulations, and industry standards;
(d) are not defamatory, obscene, hateful, unlawful, or otherwise objectionable.
4.2.3 Blue360 shall not be responsible or liable for any deficiency, error, or claim arising from reliance on inaccurate, incomplete, or unlawful information supplied by the Client.
4.3 Approvals and Feedback
4.3.1 The Client shall review, approve, or provide feedback on drafts, creatives, reports, campaign materials, and deliverables submitted by Blue360 within seven (7) business days of submission, unless otherwise agreed in writing.
4.3.2 Where the Client fails to respond within the prescribed period:
(a) Blue360 may treat such silence as “deemed approval” and proceed accordingly; or
(b) Blue360 may suspend further work until approval is received, with an automatic extension of timelines.
4.3.3 Any additional iterations, modifications, or revisions requested by the Client beyond the scope agreed in the proposal shall be treated as a Change Request and may attract additional costs and extended timelines.
4.4 Client Conduct and Compliance
4.4.1 The Client shall use the Services of Blue360 strictly for lawful, ethical, and bona fide business purposes.
4.4.2 The Client shall not request or direct Blue360 to engage in any activity that is:
(a) false, misleading, or deceptive advertising;
(b) promotion of illegal, prohibited, or restricted products/services (including drugs, weapons, gambling, pornography, or counterfeit goods);
(c) defamatory, hateful, or in violation of religious or political sensitivities;
(d) contrary to public order, morality, or Indian law.
4.4.3 Blue360 reserves the unfettered right to refuse, suspend, or terminate Services in whole or part if, in its sole discretion, any request from the Client contravenes law, public policy, or risks reputational harm to Blue360.
4.5 Payment Obligations
4.5.1 The Client shall make all payments to Blue360 strictly in accordance with Section 6 (Payments, Refunds & Cancellations).
4.5.2 Failure to make timely payments shall entitle Blue360 to suspend Services, withhold deliverables, or terminate this Agreement without liability.
4.5.3 The Client shall also bear any statutory charges, levies, or taxes applicable to payments made under this Agreement.
4.6 Client Responsibility for Third-Party Accounts
4.6.1 Where the Services require access to third-party platforms (including but not limited to Google Ads, Meta Ads, LinkedIn Ads, Hostinger, or any other digital or hosting platform), the Client shall ensure that:
(a) such accounts are active, valid, and lawfully owned or controlled by the Client;
(b) the Client has full rights and authority to grant Blue360 access;
(c) the accounts are free of prior violations, suspensions, or restrictions that may hinder Blue360’s performance.
4.6.2 Blue360 shall not be liable for:
(a) suspension, banning, or restrictions imposed by third-party platforms;
(b) termination of ad accounts due to the Client’s prior history or misrepresentations;
(c) losses suffered due to changes in third-party platform algorithms or policies.
4.6.3 The Client shall indemnify and hold harmless Blue360 from all consequences, claims, or liabilities arising from the misuse or unlawful operation of such accounts.
4.7 Client Responsibility for Content
4.7.1 The Client shall remain solely responsible for all content, creatives, text, graphics, data, or materials supplied to Blue360 for use in Deliverables, campaigns, or websites.
4.7.2 Blue360 shall not be liable for any claims, damages, or proceedings arising from:
(a) copyright or trademark infringement of third-party content supplied by the Client;
(b) false, misleading, or unlawful information provided by the Client;
(c) misuse of personal data or violation of privacy rights by Client-supplied data.
4.7.3 The Client shall indemnify and defend Blue360 against any claim or penalty resulting from Client-supplied content.
4.8 Obligation to Maintain Confidentiality
4.8.1 The Client acknowledges that, in the course of engagement, it may receive Confidential Information belonging to Blue360, including but not limited to: pricing, proposals, methodologies, strategies, trade secrets, and proprietary techniques.
4.8.2 The Client shall maintain strict confidentiality of such information, and shall not disclose, reproduce, or use it for purposes other than the performance of this Agreement.
4.8.3 Confidentiality obligations shall survive for a minimum period of two (2) years post-termination of Services, regardless of the reason for termination.
4.8.4 Any unauthorized disclosure or misuse of Confidential Information by the Client shall entitle Blue360 to seek injunctive relief, damages, and other remedies available under Indian law.
4.9 Consequences of Non-Compliance
4.9.1 Any breach of Client obligations shall entitle Blue360, without prejudice to its other rights, to:
(a) suspend or terminate Services with immediate effect;
(b) withhold deliverables until compliance is restored;
(c) recover costs, damages, or penalties suffered due to the Client’s breach;
(d) initiate appropriate civil or criminal proceedings under applicable Indian laws.
4.9.2 The remedies provided herein shall be cumulative and not exclusive of any other remedies available to Blue360 under law or equity.
5. Intellectual Property Rights
5.1 Ownership of Deliverables
5.1.1 All intellectual property rights, title, and interest in Deliverables created by Blue360 in the course of providing Services shall, at all times, remain vested in Blue360 until the Client has made full and final payment for the engagement in accordance with Section 6.
5.1.2 Upon receipt of such payment, Blue360 shall grant the Client a limited, non-exclusive, non-transferable, perpetual license to use the Deliverables solely for its internal business operations, subject to the restrictions contained in this Section.
5.1.3 The Client shall not, without the prior written consent of Blue360:
(a) sell, resell, sublicense, or commercially exploit the Deliverables;
(b) distribute Deliverables to unrelated third parties;
(c) use Deliverables in any manner inconsistent with the intended purpose for which they were created.
5.2 Retention of Background Intellectual Property by Blue360
5.2.1 Blue360 shall retain all rights, title, and interest in its pre-existing intellectual property, including but not limited to frameworks, software code, libraries, templates, processes, methodologies, campaign strategies, marketing know-how, and other reusable assets.
5.2.2 Nothing in this Agreement shall be construed as a transfer or assignment of such pre-existing rights to the Client.
5.2.3 Blue360 may, at its discretion, reuse, adapt, or redeploy such assets in other projects, provided that doing so does not result in the unauthorized disclosure of the Client’s Confidential Information.
5.3 Third-Party Licenses
5.3.1 Blue360 may use third-party software, assets, plugins, stock media, or tools (including but not limited to Envato Elements, open-source licenses, or publicly available commercial-use resources) in the course of providing Services.
5.3.2 The Client acknowledges that the use of such third-party assets shall be subject to the respective licensors’ terms and conditions, which shall govern the Client’s rights of use.
5.3.3 Blue360 does not transfer ownership of any third-party assets and disclaims liability for limitations or restrictions imposed by third-party licensors.
5.4 Client-Supplied Content
5.4.1 All intellectual property rights in content, logos, trademarks, or other materials supplied by the Client shall remain vested in the Client.
5.4.2 By providing such materials, the Client grants Blue360 a non-exclusive, royalty-free, worldwide license to use, reproduce, and modify such materials solely for the purposes of delivering the Services.
5.4.3 The Client represents and warrants that such materials do not infringe upon third-party rights, and shall indemnify and hold harmless Blue360 against any claims, liabilities, or damages arising out of such materials.
5.5 Attribution and Branding Credits
5.5.1 Unless expressly waived in writing by Blue360, all Deliverables (including but not limited to websites, applications, creatives, or campaigns) shall carry attribution credits, which may include the phrases:
– “A product of Blue360”
– “Designed & Developed by Blue360”
– or other equivalent brand identifiers reasonably determined by Blue360.
5.5.2 The Client acknowledges that such attribution forms an integral part of Blue360’s brand identity and marketing strategy, and that the inclusion of such credits shall not be deemed a defect in Deliverables.
5.5.3 The Client shall not remove, obscure, or alter such attribution credits without Blue360’s prior written consent.
5.6 Branding Removal Fee
5.6.1 If the Client desires Deliverables without attribution or branding credits of Blue360, the Client shall pay a branding removal fee equal to twenty-five percent (25%) of the total package or project value, in addition to the agreed service fees.
5.6.2 Such fee shall be payable in advance and is intended to compensate Blue360 for the marketing exposure and goodwill ordinarily derived from attribution credits.
5.7 Infringement Claims
5.7.1 In the event a third party alleges that Deliverables created by Blue360 infringe its intellectual property rights, Blue360’s liability shall be limited to:
(a) modifying or replacing the Deliverables to render them non-infringing; or
(b) terminating the infringing portion of Services and refunding a pro rata portion of fees, provided such infringement is not attributable to Client-supplied materials.
5.7.2 Blue360 shall not be liable for infringement claims arising from:
(a) modifications made by the Client without Blue360’s approval;
(b) Client’s combination of Deliverables with other services, products, or technologies;
(c) content, logos, or materials supplied by the Client.
5.8 Survival of Intellectual Property Rights
The provisions of this Section shall survive expiration or termination of this Agreement, regardless of the cause of termination, until the intellectual property rights naturally expire under applicable law.
6. Payments, Refunds & Cancellations
6.1 Scope of Services
6.1.1 Blue360 provides business-to-business (B2B) marketing, consulting, advertising, digital development, and allied services.
6.1.2 Services are availed strictly for commercial purposes. The provisions of the Consumer Protection Act, 2019 shall not apply, save and except where expressly mandated by law.
6.1.3 This Section shall apply to all payments made for Services purchased through https://blue360.in and any of its subdomains, unless a specific Service expressly stipulates separate payment terms.
6.2 Official Recognition of Payments
6.2.1 Payments shall be recognized as valid only when made directly in the name of Neuraflow Business Solutions LLP (operating as Blue360) through authorized payment channels formally communicated by Blue360.
6.2.2 Payments made directly to freelancers, vendors, referral partners, resellers, outsourced sales agents, or salespersons shall not constitute valid payment to Blue360.
6.2.3 Where a reseller or referral partner collects payment from the Client and remits the same to Blue360, such transaction shall, ipso facto, be construed as a Company–Reseller relationship and not a Company–Client relationship. In such cases, Blue360 shall have no privity of contract with the Client, and the Client shall seek recourse exclusively against the reseller.
6.3 Accepted Modes of Payment
6.3.1 Blue360 accepts payments exclusively through the following channels:
(a) Unified Payments Interface (UPI);
(b) NEFT/RTGS/IMPS bank transfers;
(c) Debit Cards and Credit Cards;
(d) Authorized third-party payment gateways;
(e) Cheques, subject to realization and only if expressly approved in writing.
6.3.2 Cash payments are expressly disallowed unless specifically authorized in writing by a duly authorized representative of Blue360.
6.4 Currency and Cross-Border Payments
6.4.1 All payments shall be made in lawful Indian Rupees (INR) only.
6.4.2 In the event Blue360 elects to accept cross-border payments in the future:
(a) all such transactions shall strictly comply with the Foreign Exchange Management Act, 1999 and directives of the Reserve Bank of India (RBI);
(b) all bank conversion charges, forex spreads, and currency fluctuations shall be borne solely by the Client;
(c) payments shall be deemed received only upon actual credit of cleared funds to Blue360’s designated bank account in India.
6.5 Invoices, Taxes, and Deductions
6.5.1 All Services rendered by Blue360 shall attract applicable Goods and Services Tax (GST), which shall be levied and recovered in addition to Service fees.
6.5.2 Where the Client is statutorily obliged to deduct Tax Deducted at Source (TDS), the Client shall provide valid proof of such deduction and timely deposit of the same in accordance with Indian tax law.
6.5.3 In the event refunds are processed under Clause 6.7, all statutory levies (including GST) and payment gateway charges already remitted to government authorities or service providers shall be non-refundable.
6.5.4 All invoices raised by Blue360 shall be deemed accurate and binding unless objected to by the Client in writing within seven (7) calendar days of issuance.
6.6 Payment Timelines and Service Holds
6.6.1 For package-based Services, 100% advance payment shall be mandatorily payable prior to commencement.
6.6.2 For custom or retainer-based Services, a minimum of 50% advance payment shall be payable, with the balance due prior to delivery or in accordance with mutually agreed milestone schedules.
6.6.3 Blue360 expressly reserves the right to withhold deliverables and/or suspend Services until all outstanding dues are fully discharged.
6.6.4 Payments shall be deemed realized only upon clear credit of funds into Blue360’s designated bank account.
6.7 Refunds
6.7.1 Blue360 follows a strict no-refund policy. All payments once made are final, non-cancellable, and non-refundable.
6.7.2 Refunds shall be considered solely in the following limited circumstances:
(a) duplicate or erroneous transactions arising from technical error;
(b) excess payments inadvertently made by the Client;
(c) fees collected but Services not commenced solely due to Blue360’s inability to perform;
(d) refunds mandated by judicial or statutory authority.
6.7.3 Refunds approved under Clause 6.7.2 shall:
(a) be processed only to the original source of payment;
(b) exclude statutory levies, GST, and payment gateway charges;
(c) be subject to deduction of administrative and processing costs;
(d) be processed within a maximum period of forty-five (45) business days from approval.
6.8 Cancellations by Client
6.8.1 The Client may cancel Services at any time by submitting a written notice.
6.8.2 Notwithstanding such cancellation, no refunds shall accrue in respect of payments already made, and any pending dues shall become immediately payable.
6.8.3 Payments made towards third-party costs including but not limited to advertising spends, hosting charges, stock assets, and plugins are strictly non-refundable.
6.9 Cancellations by Blue360
6.9.1 Blue360 reserves the right to cancel or suspend Services forthwith in the event of:
(a) non-payment or delayed payment;
(b) breach of contract or violation of applicable law;
(c) requests involving illegal, unethical, or reputation-damaging activities.
6.9.2 Where cancellation occurs prior to commencement of Services, Blue360 may, at its sole discretion, refund a portion of the amount received after deducting administrative charges.
6.9.3 Where cancellation arises due to the Client’s breach, no refund whatsoever shall be payable.
6.10 Late Payments and Interest
6.10.1 All delayed payments shall attract interest at the rate of 18% per annum (or maximum permissible under Indian law), calculated from the due date until the actual date of realization.
6.10.2 Persistent non-payment shall constitute a material breach, entitling Blue360 to terminate Services and initiate recovery proceedings without prejudice to its other remedies.
6.11 Freelancer and Vendor Payments
6.11.1 Payments to freelancers or vendors engaged by Blue360 shall be released only after a fourteen (14) day quality review period following completion of work, and subject to the Client’s acceptance of the deliverables.
6.11.2 Blue360 may withhold or deduct payments where work is delayed, substandard, or non-compliant.
6.11.3 Freelancers or vendors shall not demand advances unless specifically agreed in writing by Blue360.
6.12 Non-Transferability of Payments
6.12.1 All payments once made are non-transferable and cannot be set-off, adjusted, or applied towards any other Service, package, or project.
6.13 Chargebacks and Fraudulent Transactions
6.13.1 The Client shall not initiate chargebacks or reversals once Services have commenced.
6.13.2 Unjustified chargebacks shall constitute fraudulent conduct under the Indian Penal Code, 1860 and the Information Technology Act, 2000.
6.13.3 In such cases, Blue360 reserves the right to:
(a) suspend or terminate Services;
(b) withhold deliverables;
(c) blacklist the Client;
(d) initiate civil and/or criminal proceedings for recovery of dues.
6.14 Force Majeure (Payments Context)
6.14.1 Blue360 shall not be held liable for delays, failures, or refund issues caused by events beyond its reasonable control including natural disasters, strikes, cyberattacks, banking failures, or regulatory restrictions.
6.14.2 In such cases, obligations shall be deferred but not extinguished, and dues shall become payable once conditions normalize.
6.15 Client’s Responsibility
6.15.1 The Client shall ensure accuracy of all payment instructions and details.
6.15.2 Blue360 shall not be liable for misdirected, failed, or delayed payments arising from Client-side errors.
6.15.3 Payments shall remain due and enforceable notwithstanding such errors.
6.16 Limitation of Liability (Payments Context)
6.16.1 Blue360’s liability under this Section shall be limited strictly to the amount of professional fees actually received by Blue360 in respect of the disputed engagement.
6.16.2 Blue360 shall not, under any circumstances, be liable for indirect, incidental, consequential, or punitive damages, including loss of business, profits, opportunities, or goodwill.
6.17 Related Third-Party Policies
6.17.1 Certain payment-related services are facilitated by third-party platforms whose independent terms shall apply. Blue360 disclaims liability for their actions or omissions.
6.17.2 The Client is advised to review the following policies:
– Hostinger – Terms of Service
– Razorpay – Terms of Service
– PayPal – User Agreement
– Stripe – Services Agreement
– Google Ads – Refund Policy
– Meta (Facebook/Instagram) – Payment Terms
– LinkedIn Ads – Advertising Agreement
– Envato Elements – Terms & Conditions
6.18 Governing Law and Jurisdiction (Payments Context)
6.18.1 This Section shall be governed by and construed in accordance with the laws of India.
6.18.2 Subject to Clause 6.18.3, all disputes shall fall within the exclusive jurisdiction of courts at Ghaziabad, Uttar Pradesh.
6.18.3 Notwithstanding the above, Blue360 reserves the right to initiate recovery proceedings in any competent court of law in India.
7. Confidentiality
7.1 Definition of Confidential Information
For the purposes of this Agreement, “Confidential Information” shall mean and include all non-public, proprietary, technical, business, financial, or strategic information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”), whether in oral, written, graphic, digital, or electronic form, including but not limited to: pricing, proposals, methodologies, trade secrets, marketing strategies, software, source code, creative drafts, campaign data, business plans, and client lists.
7.2 Exclusions from Confidential Information
Confidential Information shall not include information which:
(a) is already in the public domain at the time of disclosure, without breach of this Agreement;
(b) is lawfully received by the Receiving Party from a third party without confidentiality obligation;
(c) is independently developed by the Receiving Party without reference to the Disclosing Party’s information;
(d) is required to be disclosed pursuant to applicable law, regulation, or judicial direction, provided that the Receiving Party shall, to the extent legally permissible, provide prior written notice to the Disclosing Party.
7.3 Obligations of the Client
7.3.1 The Client shall:
(a) maintain the strict confidentiality of Blue360’s Confidential Information and not disclose it to any unauthorized person;
(b) use such information solely for the purpose of performance of this Agreement;
(c) implement reasonable safeguards to prevent unauthorized access, copying, or misuse of Blue360’s Confidential Information.
7.3.2 The Client shall not use Blue360’s methodologies, processes, or proposals to engage another service provider for competitive purposes.
7.4 Obligations of Blue360
7.4.1 Blue360 shall treat as confidential all business or proprietary information disclosed by the Client in the course of this engagement, including campaign data, financial inputs, and business strategies.
7.4.2 Blue360 shall not disclose such information to third parties, except:
(a) to its employees, freelancers, or subcontractors strictly on a need-to-know basis, and bound by equivalent confidentiality obligations;
(b) where required by law, regulation, or judicial authority.
7.5 Survival of Confidentiality
7.5.1 The confidentiality obligations under this Section shall survive the expiry or termination of this Agreement for a minimum period of two (2) years.
7.5.2 Blue360’s trade secrets, proprietary strategies, and intellectual property shall remain protected indefinitely until such information enters the public domain lawfully.
7.6 Remedies for Breach
7.6.1 Any unauthorized disclosure or misuse of Confidential Information by the Client shall constitute a material breach of this Agreement.
7.6.2 Blue360 shall be entitled, without prejudice to any other remedies, to seek:
(a) injunctive relief restraining further misuse;
(b) compensation for damages suffered;
(c) indemnification against third-party claims arising from such breach.
7.7 Reference to Privacy Policy
For obligations specifically concerning the collection, processing, and storage of personal data, reference is made to Blue360’s Privacy Policy, which shall form an integral part of this Agreement.
8. Third-Party Dependencies and Disclaimers
8.1 Dependence on Third-Party Platforms
8.1.1 The Client acknowledges and agrees that the performance and delivery of Services by Blue360 are inherently dependent on third-party platforms, service providers, and technologies, including but not limited to: search engines, social media networks, hosting providers, stock media providers, advertising platforms, and payment gateways.
8.1.2 Blue360 expressly disclaims liability for disruptions, suspensions, delays, policy changes, algorithmic adjustments, or service outages attributable to such third parties.
8.2 No Control over Third-Party Decisions
8.2.1 Blue360 has no control over and does not guarantee:
(a) the approval, rejection, or suspension of advertising campaigns by Google, Meta, LinkedIn, or other platforms;
(b) the uptime, speed, or performance of hosting providers such as Hostinger;
(c) the continuous availability of third-party APIs, plugins, or assets (including Envato Elements or open-source libraries);
(d) the pricing, billing, refund, or operational policies of third-party providers.
8.2.2 The Client acknowledges that such matters are outside Blue360’s control and agrees not to hold Blue360 liable for outcomes resulting from third-party actions or policies.
8.3 Third-Party Costs and Expenses
8.3.1 All costs payable to third-party providers (including but not limited to advertising spends, hosting charges, plugin costs, stock assets, or SaaS tools) shall be borne exclusively by the Client.
8.3.2 Such costs are non-refundable under all circumstances, irrespective of cancellation or termination of Services by the Client or Blue360.
8.3.3 Blue360 shall not be liable to advance or front-load such costs on behalf of the Client, unless expressly agreed in writing.
8.4 Third-Party Content and Licensing
8.4.1 Blue360 may utilize third-party content, stock media, plugins, or software in the course of delivering Services. Such content shall be used strictly in accordance with the license terms of the respective providers.
8.4.2 The Client’s rights to use such third-party content shall always remain subject to the restrictions imposed by the original licensors.
8.4.3 Blue360 disclaims liability for any limitation, revocation, or restriction imposed by such licensors.
8.5 Client Responsibility for Third-Party Accounts
8.5.1 Where Services require use of the Client’s third-party accounts (such as ad accounts, domain registrar accounts, or hosting accounts), the Client shall be solely responsible for:
(a) providing valid and authorized access credentials;
(b) ensuring compliance with the terms of such platforms;
(c) maintaining account security and preventing unauthorized access.
8.5.2 Blue360 shall not be liable for suspensions, penalties, or restrictions imposed on the Client’s accounts by third-party platforms.
8.6 Disclaimer of Warranties
8.6.1 Blue360 provides Services on a best-effort basis and expressly disclaims any warranties, express or implied, including but not limited to warranties of:
(a) uninterrupted availability of third-party platforms;
(b) guaranteed placement, ranking, or visibility on search engines or social media;
(c) return on investment, leads, conversions, or revenue outcomes.
8.6.2 The Client expressly acknowledges that Blue360 does not control end-user behavior, competitor actions, or external market conditions.
8.7 Indemnity for Third-Party Claims
The Client shall indemnify, defend, and hold harmless Blue360 from and against any claim, demand, loss, liability, or damage arising out of:
(a) misuse of third-party accounts by the Client;
(b) infringement of third-party intellectual property rights by Client-supplied content;
(c) failure of the Client to comply with third-party platform terms and conditions.
9. Service Levels and Delivery Timelines
9.1 Indicative Nature of Timelines
9.1.1 All timelines, schedules, and milestones provided by Blue360 are indicative and best-effort only. They do not constitute binding commitments, warranties, or guarantees.
9.1.2 Blue360 shall not be liable for any claim, penalty, or damages arising solely from delay in delivery, provided Blue360 has acted in good faith and exercised reasonable diligence.
9.2 Dependency on Client Inputs
9.2.1 The Client acknowledges that the performance of Services is dependent on the Client’s timely provision of:
(a) accurate and complete content, creatives, data, and brand guidelines;
(b) approvals and sign-offs on drafts, reports, and deliverables;
(c) access to hosting, domains, ad platforms, or other accounts.
9.2.2 Any delay, omission, or inaccuracy in Client inputs shall automatically extend delivery timelines without liability to Blue360.
9.3 Revisions and Change Requests
9.3.1 Timelines are estimated based on the originally agreed project scope.
9.3.2 Any additional revisions, iterations, or scope changes requested by the Client shall extend timelines proportionately and may attract additional costs.
9.3.3 Where the Client requires expedited delivery, Blue360 may levy express delivery surcharges at its discretion.
9.4 Dependencies on Freelancers, Vendors, and Third Parties
9.4.1 Blue360 may engage freelancers, subcontractors, or vendors in delivering Services. The Client acknowledges that timelines may be affected by their availability.
9.4.2 Blue360 shall not be held liable for delays attributable to such subcontractors, provided reasonable efforts are made to ensure timely performance.
9.4.3 Blue360 shall not be liable for delays caused by failures, downtime, or disruptions of third-party platforms (e.g., Google Ads, Meta, LinkedIn, Hostinger).
9.5 Force Majeure and External Conditions
9.5.1 Timelines shall be automatically extended in the event of a Force Majeure Event, including but not limited to natural disasters, strikes, civil unrest, government restrictions, cyberattacks, or regulatory actions.
9.5.2 Such extensions shall not be deemed breach by Blue360, and obligations shall resume once conditions normalize.
9.6 Client Delays in Approvals or Communication
9.6.1 Where the Client fails to respond to drafts, creatives, or communications within seven (7) business days, Blue360 may treat such silence as “deemed approval”.
9.6.2 Alternatively, Blue360 may suspend further work until such response is received, with corresponding extension of timelines.
9.6.3 Persistent unresponsiveness by the Client shall entitle Blue360 to treat the project as abandoned and bill for work completed.
9.7 Staged Delivery and Partial Completion
9.7.1 For projects involving multiple deliverables, Blue360 may deliver work in stages. Delays in one stage shall not entitle the Client to withhold payment or cancel subsequent stages.
9.7.2 Where partial work has been completed, Blue360 shall be entitled to invoice for the completed portion, irrespective of overall project delays caused by the Client.
9.8 No Penalty for Delays
9.8.1 Unless expressly agreed in a separate written document signed by a designated partner of Blue360, the Client shall not be entitled to claim penalties, liquidated damages, or compensation for delay.
9.8.2 Where such agreement exists, Blue360’s liability shall in all cases be capped at an amount equal to the fees paid in the three (3) months immediately preceding the alleged delay.
9.9 Completion Certificates and Acceptance
9.9.1 Upon completion of Services or project milestones, Blue360 may issue a Completion Certificate or equivalent confirmation.
9.9.2 If the Client fails to raise objections in writing within seven (7) business days of delivery, the Deliverables shall be deemed irrevocably accepted by the Client.
9.10 Termination for Extended Client Inaction
9.10.1 If the Client fails to provide required inputs, approvals, or communication for a continuous period exceeding thirty (30) calendar days, Blue360 may, at its sole discretion:
(a) terminate the engagement; and/or
(b) treat the project as completed for billing purposes.
9.10.2 In such cases, all payments made shall be strictly non-refundable, and any pending dues shall become immediately payable.
10. Termination
10.1 Termination by Client
10.1.1 The Client may terminate this Agreement at any time by issuing written notice to Blue360.
10.1.2 Notwithstanding such termination:
(a) all payments already made shall be strictly non-refundable;
(b) any pending dues shall become immediately payable and recoverable by Blue360;
(c) in case of package-based Services, the Client remains liable for full payment of the package, irrespective of the stage of completion;
(d) in case of milestone or retainer-based Services, the Client shall remain liable for clearing payments for all work commenced or completed up to the date of termination.
10.1.3 Once terminated, the engagement shall be deemed irrevocably closed, and the Client shall not be entitled to resume the same project under the same terms, irrespective of the stage of completion or percentage of payment made.
10.2 Termination by Blue360
10.2.1 Blue360 may, at its sole discretion, terminate or suspend this Agreement immediately, without liability, in the event of:
(a) non-payment or delayed payment by the Client;
(b) material breach of any obligation under this Agreement by the Client;
(c) violation of applicable laws, regulations, or third-party platform terms by the Client;
(d) Client requests or actions that are unlawful, unethical, defamatory, or reputationally harmful to Blue360.
10.2.2 Where termination occurs prior to commencement of Services, Blue360 may, at its discretion, refund part of the payment received after deducting administrative costs.
10.2.3 Where termination occurs due to the Client’s breach, no refund whatsoever shall be payable.
10.3 Effect of Termination
10.3.1 Termination of this Agreement shall not relieve the Client of its obligation to pay any fees, charges, or costs accrued prior to termination.
10.3.2 Blue360 shall have the right to withhold, suspend, or permanently cease access to Deliverables until all dues are cleared.
10.3.3 Termination shall not prejudice Blue360’s rights to seek damages, indemnification, or other remedies available under law.
10.4 Survival of Certain Provisions
Upon termination, the following provisions shall survive and continue in full force and effect:
(a) Section 5 (Intellectual Property Rights) — to the extent of ownership and branding rights;
(b) Section 6 (Payments, Refunds & Cancellations) — to the extent of dues and refund rules;
(c) Section 7 (Confidentiality) — to protect trade secrets and proprietary methods;
(d) Section 8 (Third-Party Dependencies and Disclaimers);
(e) Section 10.3 (Effect of Termination);
(f) Section 18 (Governing Law and Jurisdiction).
11. Dispute Resolution
11.1 Amicable Settlement
11.1.1 In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement or the breach thereof, the Parties shall first attempt to resolve the matter amicably through good faith discussions and negotiations.
11.1.2 Either Party may notify the other in writing of the existence of such dispute, and senior representatives of both Parties shall meet (virtually or in person) within fifteen (15) business days of such notice to attempt an amicable settlement.
11.2 Arbitration
11.2.1 If the dispute is not resolved amicably within thirty (30) calendar days of such notice, the dispute shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time.
11.2.2 The arbitral tribunal shall consist of a sole arbitrator jointly appointed by the Parties. If the Parties fail to agree on the appointment of the arbitrator within fifteen (15) days, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996.
11.2.3 The seat and venue of arbitration shall be Ghaziabad, Uttar Pradesh, India, and the proceedings shall be conducted in the English language.
11.2.4 The arbitral award shall be final, conclusive, and binding on both Parties, and enforceable in accordance with applicable Indian law.
11.3 Court Jurisdiction for Enforcement
11.3.1 Subject to the provisions of Clause 11.2, the courts at Ghaziabad, Uttar Pradesh, shall have exclusive jurisdiction to enforce the arbitral award or to grant interim relief in aid of arbitration.
11.3.2 Notwithstanding the foregoing, Blue360 reserves the right to initiate legal proceedings for the recovery of dues or to seek urgent injunctive relief in any competent court in India.
11.4 Costs of Dispute Resolution
Unless otherwise directed by the arbitral tribunal, each Party shall bear its own costs and expenses relating to dispute resolution, including attorney fees, and shall equally share the costs of arbitration.
12. Limitation of Liability
12.1 Exclusion of Indirect Damages
To the fullest extent permissible under applicable Indian law, Blue360 shall not be liable to the Client for any indirect, incidental, consequential, exemplary, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunities, loss of goodwill, or data loss, arising out of or in connection with the Services, even if Blue360 has been advised of the possibility of such damages.
12.2 Cap on Liability
12.2.1 Blue360’s aggregate liability, whether in contract, tort (including negligence), equity, statute, or otherwise, shall be strictly limited to the total professional fees actually received by Blue360 from the Client under the specific engagement giving rise to the claim, during the three (3) months immediately preceding the date on which the cause of action arose.
12.2.2 Under no circumstances shall Blue360’s liability exceed the total amount paid by the Client for the disputed Service.
12.3 Third-Party Dependencies
Blue360 shall not be liable for any failure, deficiency, or shortfall in Services caused by actions, omissions, or failures of third-party platforms, vendors, freelancers, or service providers (including but not limited to Google, Meta, LinkedIn, Hostinger, Envato, Razorpay, PayPal, or Stripe), as such platforms operate under their own independent terms and conditions.
12.4 Client-Provided Content and Instructions
12.4.1 Blue360 shall not be liable for any claim, penalty, or proceeding arising out of:
(a) Client-supplied content, data, or instructions that are false, misleading, infringing, or unlawful;
(b) campaigns or Deliverables executed in accordance with the Client’s instructions, where such instructions later prove unlawful, defamatory, or in breach of third-party rights.
12.4.2 The Client shall indemnify and hold harmless Blue360 from any third-party claims arising from Client-supplied content or directives.
12.5 Time Limitation for Claims
Any claim by the Client against Blue360, arising out of or in connection with this Agreement, must be notified in writing within ninety (90) calendar days from the date of occurrence of the event giving rise to the claim. Failure to notify within such period shall forever bar the claim.
12.6 Acknowledgment by Client
12.6.1 The Client acknowledges that the limitations and exclusions of liability set out in this Section are reasonable, customary in the digital marketing industry, and form an essential basis of Blue360’s pricing and risk allocation.
12.6.2 The Client expressly waives any right to seek damages beyond the limitations set out herein.
13. Publicity Rights
13.1 Right to Showcase Work
13.1.1 The Client hereby grants Blue360 the right to display, reference, and showcase Deliverables, campaigns, websites, or other work products created for the Client in Blue360’s portfolio, case studies, marketing materials, website, social media channels, and presentations.
13.1.2 Such rights shall survive termination or expiration of this Agreement, unless expressly revoked in writing and subject to payment of a publicity exclusion fee as determined by Blue360.
13.2 Attribution and Brand Credits
13.2.1 Blue360 reserves the right to include attribution credits on Deliverables (such as websites, creatives, or campaigns) in the form of text or logos, including but not limited to:
– “A product of Blue360”
– “Designed & Developed by Blue360”
– or such equivalent brand identifiers reasonably determined by Blue360.
13.2.2 Such credits shall not be treated as defects or unauthorized additions, and the Client shall not alter, obscure, or remove such credits without prior written consent from Blue360.
13.3 Branding Removal Fee
13.3.1 Where the Client desires Deliverables without attribution credits, the Client shall pay a branding removal fee equal to twenty-five percent (25%) of the total package or project value.
13.3.2 This fee shall be payable in advance and is agreed to represent the fair commercial value of Blue360’s marketing exposure ordinarily derived from attribution credits.
13.4 Press Releases and Announcements
13.4.1 Blue360 reserves the right to issue press releases, case studies, or other announcements relating to successful project completion or collaborations with the Client.
13.4.2 Where such announcements involve disclosure of sensitive Client data (e.g., financial performance, internal metrics), Blue360 shall seek prior written approval from the Client.
13.5 Client’s Use of Blue360’s Name
13.5.1 The Client shall not, without prior written approval from Blue360, use Blue360’s name, trademarks, or logos in its own press releases, advertisements, or promotional material.
13.5.2 Any authorized use shall be in compliance with Blue360’s brand guidelines, if communicated.
13.6 Survival of Rights
The rights granted to Blue360 under this Section shall survive termination or expiry of this Agreement and continue indefinitely, unless expressly waived in writing by Blue360.
14. Indemnity
14.1 Indemnity by Client
The Client agrees to indemnify, defend, and hold harmless Blue360, its partners, employees, contractors, freelancers, affiliates, and agents from and against any and all losses, damages, claims, liabilities, costs, expenses, penalties, or proceedings (including reasonable attorney’s fees and litigation expenses) arising out of or in connection with:
(a) any breach of this Agreement by the Client;
(b) any content, data, material, or instructions supplied by the Client that are false, misleading, unlawful, defamatory, or infringing of third-party rights;
(c) use of third-party accounts, platforms, or tools belonging to the Client, including ad accounts, hosting accounts, or domain registrars;
(d) violation of any applicable law, regulation, or third-party platform policy by the Client;
(e) any act of fraud, misrepresentation, or negligence by the Client or its representatives.
14.2 Third-Party Claims
Without limiting the generality of Clause 14.1, the Client shall indemnify Blue360 against claims initiated by:
(a) third-party intellectual property rights holders alleging infringement due to Client-supplied content or materials;
(b) governmental or regulatory authorities imposing penalties due to false advertising, unlawful promotions, or consumer complaints related to Client products/services;
(c) end-users or consumers making claims relating to the Client’s products, services, or representations.
14.3 Indemnity by Blue360 (Limited)
Blue360 shall indemnify the Client only against direct claims arising from:
(a) proven infringement of third-party intellectual property rights by Deliverables solely created by Blue360 (excluding Client-supplied content or third-party licensed materials); or
(b) willful misconduct or gross negligence of Blue360.
In such cases, Blue360’s liability shall remain subject to the limitations set forth in Section 12 (Limitation of Liability).
14.4 Procedure for Indemnification
14.4.1 The indemnified Party shall promptly notify the indemnifying Party in writing of any claim that may give rise to indemnification.
14.4.2 The indemnifying Party shall assume full control of the defense and settlement of such claim, provided that no settlement imposing monetary liability or admission of wrongdoing on the indemnified Party shall be made without its prior written consent.
14.4.3 The indemnified Party shall reasonably cooperate in the defense, at the indemnifying Party’s cost and expense.
14.5 Survival
The obligations of indemnity under this Section shall survive termination or expiry of this Agreement, and shall remain enforceable for a period of three (3) years thereafter, or until the final resolution of any claim initiated during the term of the Agreement, whichever is later.
15. Miscellaneous Provisions
15.1 Entire Agreement
15.1.1 This Agreement, together with the Refund, Cancellation & Payment Policy and the Privacy Policy of Blue360, constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior discussions, proposals, emails, WhatsApp messages, calls, representations, or understandings, whether oral or written.
15.1.2 Any representation made by Blue360’s sales agents, referral partners, affiliates, resellers, or outsourced salespersons shall not bind Blue360 unless expressly confirmed in writing by an authorized representative of Blue360.
15.2 Amendments
15.2.1 Blue360 reserves the right to amend, modify, or update this Agreement at its sole discretion from time to time.
15.2.2 The Client’s continued use of Services after such amendment shall constitute acceptance of the revised terms.
15.3 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, the remaining provisions shall remain valid, enforceable, and binding on the Parties.
15.4 No Partnership or Joint Venture
15.4.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between the Client and Blue360.
15.4.2 The Client shall have no authority to bind Blue360 in any manner whatsoever.
15.5 Assignment
15.5.1 Blue360 may assign, delegate, or subcontract any portion of its rights or obligations under this Agreement to freelancers, vendors, contractors, or affiliates, without requiring Client’s prior consent.
15.5.2 The Client shall not assign or transfer its rights or obligations under this Agreement to any third party without prior written consent from Blue360.
15.6 Waiver
Failure by Blue360 to enforce any right, term, or provision of this Agreement shall not constitute a waiver of such right or provision, nor prejudice Blue360’s ability to enforce the same at a later stage.
15.7 Notices
15.7.1 Any notice required to be given under this Agreement shall be in writing and delivered to the following:
(a) For Blue360:
Neuraflow Business Solutions LLP (Blue360)
Corporate Office: Office No. 535, Cloud 9, Vaishali Sector 1, Ghaziabad, Uttar Pradesh – 201010
Email: legal@blue360.in (for legal notices only)
(b) For the Client:
To the contact details provided at the time of entering into the Agreement.
15.7.2 Notices sent by email shall be deemed received upon successful transmission, provided no delivery failure is reported. Notices sent by courier shall be deemed received within five (5) business days of dispatch.
15.8 Survival of Rights
Provisions relating to intellectual property, payments, confidentiality, indemnity, limitation of liability, dispute resolution, and governing law shall survive the expiry or termination of this Agreement.
16. Governing Law and Jurisdiction
16.1 Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the laws of India, without regard to conflict of law principles.
16.2 Jurisdiction
Subject to Section 11 (Dispute Resolution), the Parties agree that the courts situated at Ghaziabad, Uttar Pradesh, India, shall have exclusive jurisdiction over all disputes, controversies, or claims arising out of or in connection with this Agreement.
16.3 Right of Recovery in Alternate Jurisdictions
Notwithstanding Clause 16.2, Blue360 reserves the unfettered right to initiate recovery proceedings, injunctive relief, or enforcement actions against the Client in any court of competent jurisdiction in India, particularly for recovery of unpaid dues.
16.4 Waiver of Objection
The Client hereby irrevocably waives any objection to the jurisdiction and venue of courts at Ghaziabad, Uttar Pradesh, including but not limited to objections on the grounds of forum non conveniens or similar doctrines.
17. Non-Solicitation
17.1 Restriction on Hiring and Engagement
17.1.1 The Client acknowledges that Blue360 invests significant resources in training, managing, and maintaining its workforce, freelancers, vendors, and subcontractors.
17.1.2 Accordingly, during the term of this Agreement and for a period of twelve (12) months following its termination or expiry, the Client shall not, directly or indirectly:
(a) solicit, recruit, employ, engage, or contract with any employee, freelancer, vendor, or subcontractor of Blue360 who was involved in providing Services under this Agreement;
(b) attempt to induce or influence any such individual or entity to terminate their engagement with Blue360;
(c) engage in any practice intended to circumvent Blue360’s role as the contracting party.
17.2 Indirect Engagement Prohibited
The restriction under Clause 17.1 shall apply not only to direct engagements, but also to indirect engagements where the Client attempts to:
(a) engage Blue360’s freelancers or vendors through subsidiaries, affiliates, agents, or related parties;
(b) engage such resources through intermediaries or other entities with the intent of bypassing Blue360.
17.3 Damages for Breach
17.3.1 Any breach of this Section shall constitute a material breach of this Agreement, entitling Blue360 to:
(a) immediate termination of Services;
(b) injunctive relief restraining the Client from continuing such breach; and
(c) recovery of liquidated damages.
17.3.2 The Client expressly agrees that the measure of damages in such cases would be difficult to quantify. Therefore, by mutual agreement, the Client shall be liable to pay Blue360:
(a) liquidated damages equivalent to fifty percent (50%) of the last annualized value of the engagement with Blue360; or
(b) ₹5,00,000 (Rupees Five Lakhs Only),
whichever is higher, as a genuine pre-estimate of loss suffered by Blue360.
17.4 Survival
The obligations under this Section shall survive termination or expiry of this Agreement for a period of twelve (12) months, regardless of the reason for termination.
18. Data Security and Backups
18.1 Limited Role of Blue360 in Data Management
18.1.1 The Client acknowledges that Blue360 is primarily a digital marketing and consulting agency, and not a data storage or hosting provider.
18.1.2 Unless the Client has expressly opted for a specific Service offered by Blue360 which includes backup and restoration (for example, Website Maintenance Services), Blue360 shall have no obligation to maintain permanent backups of Client data, websites, campaign reports, media files, or any other materials.
18.1.3 In all other cases, the Client shall remain solely responsible for creating, maintaining, and securing backups of all critical data, content, and deliverables.
18.2 Reasonable Safeguards by Blue360
Blue360 shall implement commercially reasonable precautions while handling Client data, including access restrictions, secure file transfers, and password-protected storage. However, Blue360 does not guarantee absolute security of data against hacking, malware, cyberattacks, unauthorized access, or other risks inherent in the digital environment.
18.3 Exclusion of Liability for Data Loss
Blue360 expressly disclaims liability for any loss, corruption, unauthorized access, or disclosure of Client data arising from:
(a) failures, downtime, or breaches of third-party platforms such as Hostinger, Google, Meta, LinkedIn, or other service providers;
(b) malware, ransomware, phishing, or cyberattacks not directly attributable to Blue360’s willful misconduct;
(c) mismanagement of access credentials, weak passwords, or negligence by the Client or its representatives.
In no event shall Blue360 be liable for consequential losses suffered by the Client due to data unavailability, including but not limited to loss of revenue, business opportunities, or goodwill.
18.4 Client’s Obligations in Data Security
The Client shall:
(a) implement adequate safeguards, including secure passwords, two-factor authentication, and restricted user access;
(b) ensure timely updates, patches, and maintenance of its own servers, applications, and accounts;
(c) provide Blue360 with valid, authorized, and updated credentials when access is required.
The Client shall be solely liable for breaches or losses resulting from its failure to implement such safeguards.
18.5 Optional Data Backup Services
Where the Client has opted for a Blue360 Service that expressly includes data backup (e.g., Website Maintenance), Blue360’s responsibility shall be limited strictly to:
(a) maintaining backups at the frequency and retention period specified in the applicable Service description; and
(b) restoring the most recent available backup in case of loss.
Blue360 shall not be liable for recovery of data lost prior to the most recent backup or outside the scope of such Service.
18.6 Survival
The obligations and disclaimers under this Section shall survive termination or expiry of this Agreement, and shall continue to apply to all Deliverables, accounts, and data once control has been transferred to the Client.
19. Client’s Compliance with Laws
19.1 Representation and Warranty of Legality
19.1.1 The Client represents and warrants that its business operations, products, services, advertisements, campaigns, and related activities are fully compliant with all applicable laws, rules, and regulations in India.
19.1.2 Such compliance shall include, without limitation:
(a) the Indian Contract Act, 1872;
(b) the Consumer Protection Act, 2019;
(c) the Information Technology Act, 2000;
(d) the Legal Metrology Act, 2009 (with respect to labeling and packaged goods);
(e) the Drugs and Cosmetics Act, 1940 (for pharmaceutical and health-related products);
(f) the Food Safety and Standards Act, 2006 (for consumables);
(g) the Securities and Exchange Board of India (SEBI) Regulations (for financial or investment-related offerings); and
(h) any other applicable central, state, or industry-specific laws.
19.2 Prohibited Campaigns
19.2.1 The Client shall not require or direct Blue360 to promote, advertise, or engage in activities relating to:
(a) illegal or prohibited goods and services;
(b) misleading, exaggerated, or false claims;
(c) obscene, defamatory, or hateful content;
(d) products or services restricted by platform policies (e.g., Google Ads, Meta Ads);
(e) gambling, betting, cryptocurrency trading, tobacco, alcohol, drugs, or weapons, unless expressly permitted by Indian law and platform policies.
19.3 Responsibility for Regulatory Approvals
19.3.1 Where Client’s products or services require prior regulatory approval, license, or certification (e.g., health supplements, financial instruments), the Client shall ensure such approvals are valid and in place before requesting Blue360 to promote the same.
19.3.2 Blue360 shall not be required to independently verify the Client’s compliance with licensing requirements, and shall rely on the Client’s representations.
19.4 Right to Suspend or Refuse Services
19.4.1 If Blue360 reasonably suspects that any Client campaign, content, or request may:
(a) violate applicable Indian law;
(b) breach the terms of third-party platforms; or
(c) cause reputational damage to Blue360,
then Blue360 reserves the absolute right to refuse, suspend, or terminate Services without liability.
19.4.2 In such case, no refund shall be due, and all pending dues shall become immediately payable by the Client.
19.5 Indemnification for Non-Compliance
19.5.1 The Client shall indemnify, defend, and hold harmless Blue360, its partners, employees, contractors, freelancers, and affiliates from and against any loss, claim, fine, penalty, or proceeding arising out of the Client’s:
(a) non-compliance with applicable Indian laws;
(b) false, misleading, or unlawful advertising claims;
(c) failure to obtain necessary licenses, approvals, or certifications.
19.5.2 This indemnity shall survive termination or expiry of this Agreement for a period of three (3) years.
20. Freelancer Engagement Disclaimer
20.1 Hybrid Working Model
20.1.1 The Client acknowledges and agrees that Blue360 operates under a hybrid engagement model, wherein Services are provided by a combination of:
(a) Blue360’s internal employees and core team; and
(b) independent freelancers, subcontractors, or vendors engaged by Blue360 on a project-by-project basis.
20.1.2 Such freelancers and vendors are engaged for their specialized skills, flexibility, and scalability, but shall at all times remain independent contractors to Blue360, and not employees, partners, or agents of the Client.
20.2 No Privity of Contract
20.2.1 The Client agrees and acknowledges that its contractual relationship exists solely with Blue360.
20.2.2 No direct contractual, employment, or agency relationship shall arise between the Client and any freelancer, vendor, or subcontractor engaged by Blue360.
20.2.3 Any attempt by the Client to establish such direct contractual relationship shall constitute a material breach of this Agreement.
20.3 Exclusivity of Communication and Payments
20.3.1 All instructions, approvals, and communications shall flow exclusively through Blue360 and its authorized representatives.
20.3.2 Payments for Services shall be made strictly to Blue360 as per Section 6 (Payments, Refunds & Cancellations).
20.3.3 Payments made directly to freelancers, vendors, subcontractors, or agents shall not be recognized as valid payment to Blue360 and shall not discharge the Client of its obligations.
20.4 Prohibition on Direct Engagement
20.4.1 During the term of this Agreement and for a period of twelve (12) months following its termination or expiry, the Client shall not, directly or indirectly, solicit, engage, or hire any freelancer, subcontractor, or vendor introduced by Blue360, except through Blue360.
20.4.2 Any such attempt shall be deemed circumvention and shall trigger the Non-Solicitation provisions under Section 17, including liability for liquidated damages.
20.5 Blue360’s Responsibility for Freelancers
20.5.1 Blue360 shall remain responsible for managing and supervising the freelancers and subcontractors engaged for the Client’s project.
20.5.2 Blue360 shall use reasonable skill and diligence in ensuring quality and compliance by such resources, subject always to the limitations of liability under Section 12.
20.6 Survival
The provisions of this Section shall survive termination or expiry of this Agreement for a period of twelve (12) months, and shall be enforceable in addition to Section 17 (Non-Solicitation).
Grievance Redressal – We’re Here if You Need Us
If you ever face an issue with our services, data handling, or have a legal concern, we’ve made it simple to reach us.
01
Email Us
Write to us at blue360.in@gmail.com with the subject line: LEGAL QUERY.
02
Describe the Issue
Please include all relevant details (service name, date, nature of concern)
03
Acknowledgement
We’ll confirm receipt within 72 hours
04
Resolution
We aim to resolve grievances within 30 working days.
👉 Note: Please use this channel only for grievances or legal queries. For project updates, payments, or support, continue using WhatsApp or your usual contact point.