Terms of Service

1. Agreement

These Terms of Service ("Terms") form a binding agreement between you ("Client," "you," or "your") and Embtel Solutions, Inc. ("Embtel," "we," "us," or "our"). They apply to your use of embtelsolutions.com and any services we deliver — including web development, SEO & digital marketing, business automation, AI integrations, analytics & dashboards, and paid advertising.

If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree with these Terms, please do not use our website or services.

2. Our Services

Embtel Solutions provides technology, marketing, and automation services to small and medium businesses. The exact scope, deliverables, timeline, and fees for each engagement are set out in a separate written proposal, statement of work (SOW), or order form ("Engagement Document"), which is incorporated into these Terms by reference.

If there is a conflict between these Terms and an Engagement Document, the Engagement Document controls for that specific project.

3. Acceptance & Project Initiation

A project is considered active once you (a) sign the Engagement Document and (b) pay any required deposit or upfront fee. We reserve the right to decline or pause work if these conditions are not met.

4. Client Responsibilities

To enable us to deliver our services on time and to a high standard, you agree to:

• Provide accurate, complete information about your business, goals, and requirements.
• Supply content (copy, images, brand assets, login credentials, API keys, etc.) in usable formats and within reasonable timeframes.
• Designate a single primary point of contact authorised to give approvals.
• Review deliverables and provide feedback within the timeframes agreed in the Engagement Document.
• Ensure that any materials you provide do not infringe the intellectual-property, privacy, or other rights of third parties.
• Comply with all laws and regulations applicable to your business.

Delays caused by missing content, late approvals, or scope changes may shift the project timeline and incur additional fees.

5. Fees, Invoicing & Payment

• Fees are stated in the Engagement Document and may be billed as a fixed price, milestone-based, hourly, or recurring (monthly retainer).
• Deposit: most projects require a non-refundable deposit before work begins.
• Invoices are payable within 14 days of the invoice date unless stated otherwise.
• Late payments may incur a finance charge of 1.5% per month (or the maximum rate permitted by law), and we may pause or suspend work until outstanding balances are cleared.
• Taxes: all fees are exclusive of GST, VAT, or other applicable taxes, which will be added where required.
• Third-party costs (hosting, domains, ad spend, software licences, paid plugins, etc.) are billed at cost and are your responsibility unless explicitly bundled.

6. Scope Changes

If you request work outside the agreed scope, we will provide a written change order detailing additional fees and timeline impact. Work on change requests starts only after written approval.

7. Intellectual Property

a) Client materials

You retain all rights to content, brand assets, data, and other materials you provide. You grant Embtel a non-exclusive licence to use them solely for the purpose of delivering the agreed services.

b) Deliverables

Upon full payment of all applicable fees, you receive ownership of the final deliverables we create specifically for you (such as your website's custom code, custom designs, written content, and reports), except for the Embtel Tools and third-party components described below.

c) Embtel Tools & pre-existing IP

Embtel may use proprietary frameworks, code libraries, scripts, automation templates, dashboards, and methodologies developed before or independently of your project ("Embtel Tools"). We retain all rights to Embtel Tools and grant you a perpetual, worldwide, non-exclusive licence to use them as part of the delivered work.

d) Third-party components

Some deliverables may include open-source or licensed third-party software (e.g., WordPress, Next.js, plugins, APIs). These remain the property of their respective owners and are governed by their own licence terms.

e) Portfolio & case studies

Unless you ask us in writing not to, we may showcase the work we've done for you (visuals, name, logo, results) in our portfolio, case studies, social media, and marketing materials.

8. Confidentiality

Both parties agree to keep confidential any non-public information shared during the engagement (including business strategies, financials, source code, customer data, and trade secrets). This obligation survives the termination of the project. Confidentiality does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

9. Warranties

We warrant that we will perform our services with reasonable skill, care, and professionalism, and in accordance with industry best practices. Except as expressly stated in these Terms or in an Engagement Document, our services are provided "as is" without warranties of any kind, express or implied — including merchantability, fitness for a particular purpose, or non-infringement.

We do not guarantee specific business outcomes such as search-engine rankings, ad-conversion rates, traffic numbers, or revenue, since these depend on many factors outside our control.

10. Limitation of Liability

To the maximum extent permitted by law:

• Our total aggregate liability under any engagement will not exceed the total fees paid by you to Embtel for the services giving rise to the claim during the three (3) months preceding the event.
• Neither party is liable for indirect, incidental, special, consequential, or punitive damages — including lost profits, lost revenue, lost data, or business interruption — even if advised of the possibility of such damages.
• Nothing in these Terms limits liability that cannot be limited by law (e.g., for fraud, gross negligence, or wilful misconduct).

11. Third-Party Services

Many of our deliverables rely on third-party services (hosting providers, payment gateways, advertising platforms, AI APIs, plugins, etc.). These services are governed by their own terms and pricing. We are not responsible for outages, data loss, policy changes, or fee changes caused by such third parties.

12. Suspension & Termination

• Termination for convenience: Either party may terminate an engagement by giving 14 days' written notice. You will pay for all work completed up to the termination date plus any non-cancellable third-party costs.
• Termination for cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within 10 days of written notice.
• Suspension: We may suspend services if invoices are overdue or if continued work would breach laws, third-party terms, or these Terms.
• Effect of termination: Upon termination, you remain liable for all fees and expenses incurred up to the termination date. We will hand over deliverables completed and paid for; rights to unpaid deliverables are not transferred.

13. Acceptable Use of Our Website

You agree not to:

• Use the website for any unlawful, harmful, or fraudulent purpose.
• Attempt to gain unauthorized access to our systems or other users' accounts.
• Interfere with or disrupt the website's operation, including by introducing viruses or malware.
• Scrape, copy, or republish website content without our written permission.
• Use any automated tools (bots, crawlers, etc.) except for legitimate search-engine indexing.

14. Privacy

Our collection and use of personal information is described in our Privacy Policy, which forms part of these Terms.

15. Indemnification

You agree to indemnify and hold Embtel Solutions harmless from any third-party claims, damages, or expenses (including reasonable legal fees) arising out of (a) your breach of these Terms, (b) your use of our services in violation of law, or (c) content or materials you provide to us that infringe third-party rights.

16. Force Majeure

Neither party is liable for delays or failures in performance caused by events beyond reasonable control — including natural disasters, internet outages, cyberattacks, government actions, pandemics, or labour disputes. The affected party will notify the other promptly and resume performance as soon as practicable.

17. Governing Law & Dispute Resolution

These Terms are governed by the laws of India (without regard to conflict-of-law principles). Any disputes arising out of or in connection with these Terms will be resolved by good-faith negotiation. If unresolved within 30 days, disputes will be submitted to the exclusive jurisdiction of the courts of Chandigarh, India.

18. Changes to These Terms

We may update these Terms from time to time. The latest version will always be posted on this page with a revised "Last updated" date. Continued use of our website or services after changes take effect means you accept the updated Terms.

19. Miscellaneous

• Entire agreement: these Terms, together with any Engagement Document and our Privacy Policy, form the entire agreement between you and Embtel.
• Severability: if any provision is held unenforceable, the remaining provisions remain in full force.
• No waiver: failure to enforce any provision does not waive our right to enforce it later.
• Assignment: you may not assign these Terms without our written consent. We may assign them to an affiliate or successor in connection with a merger, acquisition, or sale of assets.
• Notices: formal notices must be sent by email to info@embtelsolutions.com.

20. Contact

Questions about these Terms? We're happy to clarify anything before you sign on.

• Email: info@embtelsolutions.com
• Phone: +1 (510) 962-7900
• Website: Contact form
• Company: Embtel Solutions, Inc.