Terms and Conditions

1. DEFINITIONS

"Services" refers to the comprehensive content marketing, strategy, writing, design, consulting, and digital solutions provided by the Organization.

"Deliverables" means all final, approved content, documents, strategies, and materials provided to the Client under a specific Statement of Work ("SOW") or Invoice.

"Organization IP" refers to our proprietary methodologies, frameworks, generalized knowledge, code, pre-existing materials, and "Residuals" (as defined in Section 6) used to create the Deliverables.

"Talent" refers to the Organization's employees, contractors, freelancers, writers, editors, and strategists.

2. SERVICE ENGAGEMENT & SCOPE

(a) Engagement Structure

All Services are provided based on the specifications outlined in a Proposal, Statement of Work ("SOW"), or confirmed Email Order. In the event of a conflict between these Terms and a specific SOW, the SOW shall prevail.

(b) Independent Contractor Status

ThinkIn Cap Content operates as an independent organization. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the Client and the Organization.

(c) Acceptance & Revisions

You agree to review all Deliverables within seven (7) business days of receipt ("Review Period"). If no feedback is received, the Deliverables will be deemed Accepted. Unless otherwise specified in the SOW, Services include two (2) rounds of revisions. Revisions are limited to the original scope; changes to the approved outline or strategy will be billed as new work.

(d) Right to Subcontract

The Client acknowledges and agrees that the Organization reserves the right to delegate or subcontract portions of the Services to its vetted network of freelancers, contractors, and specialists ("Subcontractors"). The Organization remains fully responsible for the performance, quality, and confidentiality of all Services provided by its Subcontractors.

3. CLIENT OBLIGATIONS

To ensure timely delivery, you agree to:

• Provide necessary access, credentials, and information required for us to perform the Services.
• Ensure that any materials (images, data, text) you provide to us do not infringe on any third-party intellectual property rights.
• Provide feedback and approvals within the agreed timelines. Delays in Client feedback will result in a corresponding extension of delivery deadlines.

4. FEES, PAYMENTS & TAXES

(a) Payment Terms

Unless otherwise specified in an SOW, all invoices are due and payable within fifteen (15) days (Net 15) from the invoice date.

(b) Late Payments

Failure to make payments by the due date may result in a temporary suspension of Services. Late payments shall incur interest at a rate of 1.5% per month (18% per annum) calculated daily from the due date until the date of payment.

(c) Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all Goods and Services Tax (GST), withholdings, and other applicable duties. If you are required by law to deduct TDS (Tax Deducted at Source), you must provide us with a valid TDS certificate within the timeline prescribed by applicable tax law.

(d) No Refunds

Fees once paid are non-refundable, except where expressly required by law or where the Organization terminates the engagement without cause.

(e) International Clients & Payments

Currency: Invoices for clients outside India will be raised in USD (or another agreed major currency).

Bank Charges: The Client is responsible for all bank transfer fees, intermediary bank charges, and currency conversion costs. The amount received in the Organization's bank account must match the full invoice value.

Tax Compliance (W-8BEN / GST):

• For US Clients: The Organization will provide a valid W-8BEN-E form upon request to certify its non-US status and avoid US withholding taxes.
• For Global Clients: Services provided to clients outside India qualify as "Export of Services" under Indian GST laws and may be zero-rated, provided payment is received in convertible foreign exchange.

5. NON-CIRCUMVENTION & NON-SOLICITATION

(a) Non-Circumvention

You acknowledge that the Organization invests significant resources in vetting, training, and managing its Talent. You agree not to directly or indirectly attempt to circumvent the Organization to engage, hire, or pay any Talent introduced to you by us, or whose work was delivered to you by us, for a period of twelve (12) months following the termination of this Agreement.

(b) Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, you shall not solicit, recruit, induce, or encourage any employee or contractor of the Organization to leave their employment or engagement with us.

(c) Buy-Out Fee

In the event you wish to hire a member of our Talent directly, you agree to pay a 'Buy-Out Fee' equal to 30% of the Talent's estimated annual remuneration, or a flat fee of ₹5,00,000 INR (or US$ 6,500 for clients outside India), whichever is higher. This fee is payable immediately upon your engagement of said Talent and is subject to our prior written consent.

6. INTELLECTUAL PROPERTY RIGHTS

(a) Deliverables ("Work for Hire")

Upon full payment of all fees associated with a specific SOW, the Organization assigns to the Client all rights, title, and interest in and to the final Deliverables (e.g., the final blog post, white paper, or design file).

(b) Organization Background IP

The Organization retains all rights, title, and interest in its pre-existing materials, proprietary frameworks, code, software, templates, and methodologies ("Organization IP") used to create the Deliverables. The Client is granted a perpetual, non-exclusive, non-transferable license to use such Organization IP solely as part of the Deliverables.

(c) Residuals (Knowledge Retention)

Nothing in this Agreement shall restrict the Organization from using any general ideas, concepts, know-how, methodologies, processes, or techniques ("Residual Knowledge") retained in the unaided memory of the Organization's personnel. We are free to use such Residual Knowledge for any purpose, provided that we do not disclose the Client's Confidential Information.

(d) Portfolio Rights

The Client grants the Organization a limited, royalty-free license to display the Client's name, logo, and the final publicly released Deliverables in the Organization's portfolio, website, and marketing materials for the purpose of demonstrating our capabilities.

7. CONFIDENTIALITY

Both parties agree to keep confidential all non-public information ("Confidential Information") disclosed during the engagement. Confidential Information shall not be disclosed to any third party without prior written consent, except to employees or contractors who need to know such information to perform the Services and who are bound by written confidentiality obligations.

8. USE OF TECHNOLOGY & AI

(a) Tools & Technology

The Organization utilizes industry-standard technology, including grammar checkers, SEO research software, and Generative AI tools (e.g., LLMs), to enhance efficiency, research, and ideation.

(b) Human Oversight

While AI tools may be used for drafting or research, the Organization guarantees that all Deliverables are reviewed, edited, and fact-checked by human experts prior to delivery. We do not deliver raw, unedited AI-generated content unless explicitly requested by the Client.

(c) Third-Party Platforms

We are not liable for any service interruptions, data loss, or errors caused by third-party platforms (e.g., WordPress, Google Analytics, Hosting Providers) that are integrated into the Deliverables or used during the engagement.

9. DISCLAIMERS & NO GUARANTEES

(a) No SEO/Ranking Guarantee

While we employ best practices for Search Engine Optimization (SEO), the Organization does not and cannot guarantee specific search engine rankings, traffic numbers, or sales conversions, as these are influenced by third-party algorithms (e.g., Google) outside our control.

(b) "As Is" Basis

All Services are provided in a professional and workmanlike manner. However, except as expressly stated in this Agreement, the Organization disclaims all implied warranties, including warranties of merchantability or fitness for a particular purpose.

(c) Performance Metrics

The Organization does not guarantee specific performance metrics such as lead generation numbers, conversion rates, or revenue increases. While we implement data-driven strategies to optimize for these outcomes, results depend on multiple factors outside our control, including market conditions, product quality, pricing, and Client execution.

10. LIMITATION OF LIABILITY

To the fullest extent permitted by law, in no event shall the Organization be liable for any indirect, incidental, special, or consequential damages (including loss of profits or data). The Organization's total aggregate liability for any claim arising out of this Agreement shall strictly be limited to the total fees actually paid by the Client to the Organization during the six (6) months preceding the event giving rise to the claim.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Organization, its directors, and employees from any claims, liabilities, damages, or costs (including legal fees) arising from:

• Your breach of this Agreement.
• Any content or materials you provided to us that infringe upon the intellectual property rights of a third party.

12. CANCELLATION & TERMINATION

(a) Cancellation by Client

You may cancel an ongoing project or retainer with thirty (30) days' written notice. In the event of cancellation:

• Work-in-Progress: You agree to pay for all Services performed and expenses incurred up to the effective date of cancellation.
• Deposits: Any advance payments or deposits are non-refundable and will be applied against the final invoice.
• Kill Fee: If a fixed-price project is cancelled after the "Strategy/Outline" phase has been approved but before completion, a cancellation fee equal to 25% of the remaining project balance shall apply to cover resource allocation and lost scheduling slots.

(b) Termination for Cause

Either party may terminate this Agreement immediately if the other party breaches a material term (including non-payment) and fails to cure such breach within seven (7) days of receiving written notice.

(c) Effect of Termination

Upon termination, all outstanding invoices become immediately due and payable. The Organization shall retain all IP rights to any unapproved or unpaid Deliverables.

13. GOVERNING LAW & JURISDICTION

(a) Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India.

(b) Dispute Resolution

In the event of any dispute, the parties shall first attempt to resolve the matter amicably within thirty (30) days ("Cure Period"). If unresolved, the dispute shall be referred to a sole arbitrator appointed by the Organization in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Pune, Maharashtra.

(c) Jurisdiction

Subject to the arbitration clause above, the courts located in Pune, Maharashtra, shall have exclusive jurisdiction over all matters arising out of this Agreement.

14. DATA SECURITY, PRIVACY & COMPLIANCE

(a) Ownership & License

You retain ownership of all materials, data, files, and access credentials ("Client Materials") you provide to the Organization for the purpose of the project. You grant the Organization a temporary, revocable, non-exclusive license to use, host, and store these materials solely as required to perform the Services.

(b) Data Storage & Third-Party Risks

The Organization uses third-party cloud services (e.g., Google Workspace, Project Management Tools) to store documents and communicate. While we implement reasonable security measures, we are not liable for any data loss, leakage, or breach caused by the failure, hacking, or negligence of these third-party service providers. You are responsible for maintaining your own backups of all original source materials.

(c) Data Retention

We generally retain project files for one (1) year following the completion of a project. After this period, we reserve the right to delete client data from our systems without prior notice to free up storage space.

(d) GDPR & International Data Privacy

For clients in the European Economic Area (EEA), United Kingdom, or other regions with comprehensive data protection laws:

• The Organization processes personal data only as necessary to provide the Services.
• The Client remains the data controller for any personal data shared with us.
• Upon request, we will enter into a Data Processing Agreement (DPA) containing Standard Contractual Clauses (SCCs) as required by applicable law.
• Clients have the right to request access, rectification, or deletion of their personal data in accordance with applicable privacy laws.

15. FORCE MAJEURE (Acts of God)

The Organization shall not be liable for any delay or failure in performance due to events beyond its reasonable control, including but not limited to natural disasters, internet service provider failures, strikes, riots, war, fire, pandemics, or government actions ("Force Majeure Events"). In such events, the delivery timeline shall be extended by a period equivalent to the duration of the delay.

16. ELECTRONIC NOTICES & SIGNATURES

You agree that any "approval," "confirmation," or "acceptance" sent via email or through a project management tool (e.g., Trello, Slack, ClickUp) from your registered email address constitutes a binding electronic signature.

Official legal notices under this Agreement must be in writing:

• To the Organization: Sent via email to legal@thinkincapcontent.com
• To the Client: Sent to the email address provided by you at the start of the engagement.

Notice is deemed given one (1) business day after the email is sent, provided no "bounce back" or delivery failure error is received.

17. GENERAL PROVISIONS

(a) Assignment

This Agreement is personal to the Client. You may not assign or transfer your rights or obligations under this Agreement to any third party (e.g., if you sell your company) without our prior written consent. The Organization may assign its rights and obligations under this Agreement (e.g., in the event of a merger or acquisition) without restriction.

(b) Relationship of Parties

The parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship. Neither party has the authority to bind the other to any third-party contracts.

(c) Severability

If any provision of this Agreement is found to be unenforceable or invalid by a court of law, that specific provision will be limited or eliminated to the minimum extent necessary, but the remaining Terms shall remain in full force and effect.

(d) Waiver

The failure of the Organization to enforce any right or provision of these Terms at any time does not constitute a waiver of that right in the future. Any waiver must be communicated in writing to be valid.

(e) Entire Agreement

These Terms, along with the specific SOW or Invoice, constitute the entire agreement between the Client and the Organization. They supersede all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, regarding the subject matter.

(f) Amendment

The Organization reserves the right to modify these Terms at any time. Material changes will be communicated to active clients via email. Continued use of our Services after such modifications constitutes acceptance of the updated Terms.

(g) Survival

The following sections shall survive termination of this Agreement: Intellectual Property Rights, Confidentiality, Non-Circumvention & Non-Solicitation, Limitation of Liability, Indemnification, and Governing Law & Jurisdiction.