AGREEMENT

This Agreement is executed at Agra on 08.02.2024 between, Dtroffle Info Pvt. Ltd. 

(a company registered under the Indian Companies Act 1956 and hereinafter 

referred to as “the Agency” which expression shall include its successors and 

assigns) of the one part hereafter also to be referred as “AGENCY” 

Tash Bags, Address [CLIENT ADDRESS] (a company registered under the Indian Companies Act 1956 and hereinafter referred to as “the Client”, which expression shall include its successors and assigns) of the second part., hereafter also to be referred as the “CLIENT” 

It is agreed by and between the Client and the Agency as follows: 

1. AGENCY APPOINTMENT

The Client hereby appoints the Agency to handle all advertising, communication, and 

related work on Digital Marketing Services for its brand. [Brand name] 

2. AGENCY SERVICES

The Agency shall provide to the Client, services, which shall include the following: 

 

[Services] 

3. COMMENCEMENT AND DURATION

This Agreement shall commence on [Commencement Date] and shall remain in force for a period of [Duration]. Unless either party provides written notice of termination at least 10 days prior to the current term’s expiration, this Agreement shall automatically renew until further notice.  

 

4. CONFIDENTIALITY

The Agency shall maintain absolute confidentiality concerning any confidential information received from the Client. The Agency shall only disclose such information after obtaining Client’s specific prior consent, otherwise than in compliance with statutory requirements. 

 

5. GOVERNING LAWS AND DISPUTE RESOLUTION

The Client and the Agency shall comply with all statutory regulations. This agreement will be subject to Uttar Pradesh jurisdiction. 

6. AGENCY FEES AND REMUNERATION

The Client agrees to pay the Agency a fee of [Fees] + GST (one time). This amount will be payable at the beginning of every month, prior to delivery upon receipt of an invoice from the Agency. 

All out-of-pocket expenses such as outstation travel, stay, etc., incurred by the Agency as part of this assignment, will be borne by the Client. Such out-of-pocket expenses will be incurred by the Agency only after specific approval from the Client. 

 

Out-of-Scope Requests: Any requests that fall outside the agreed-upon project scope will be considered out-of-scope and may be subject to additional fees. The Agency will notify the Client in writing of any out-of-scope requests and provide an estimate of the additional costs. Urgent out-of-scope requests will not be fulfilled without the Client’s written consent. 

Minor Changes: The Agency will make reasonable efforts to accommodate minor changes within the agreed-upon project scope. However, excessive or complex changes may be subject to additional fees. The Agency will provide an estimate of the additional costs for any changes deemed significant. 

Additional Fees: For any out-of-scope requests or significant changes, the Agency will charge an additional fee of a nominal amount per change. This fee will be discussed among both parties and added to the final invoice. 

7. TAXES

The Client agrees to pay the Agency a fee of [Fees] + GST (one time). This amount will be payable at the beginning of every month, prior to delivery upon receipt of an invoice from the Agency. 

All out-of-pocket expenses such as outstation travel, stay, etc., incurred by the Agency as part of this assignment, will be borne by the Client. Such out-of-pocket expenses will be incurred by the Agency only after specific approval from the Client. 

8. PAYMENT TERMS

The Client agrees to pay Retainer Fees against Invoices at 50% at the beginning of 

the project and remaining 50% before delivery of the website and 100% advance on monthly retainer fees at the beginning of the month.  

 

All other Invoices raised on the Client will become payable within 10 days (about 1 and a half weeks) from the date of all such Invoices. Payments will be considered late if not received within Ten (10) days after receiving the invoice. All late payments are subject to a finance charge of 5% per month (18% APR), In the event of delayed payment, Dtroffle also reserves the right to place the project outlined in the above proposal on hold. 

 

Late Payment Clause 

1. Late Fee: If the Client fails to pay the invoice within 10 (ten) days of its issuance, a late fee of 5% of the outstanding balance will be charged on a weekly basis until the payment is received in full. The late fee will be compounded weekly. 

2. Service Discontinuation: If the Client fails to pay the invoice and accrued late fees within three (3) consecutive weeks,the Agency may temporarily suspend or discontinue project activities until the outstanding balance is paid in full. 

3. Project Resumption and Fee Adjustment: Upon the Client’s payment of the outstanding balance, the Agency will reassess the project’s status and determine the appropriate course of action. If the project has been significantly delayed due to the Client’s non-payment, the Agency may need to adjust the project timeline or fees to account for additional time and resources required. 

4. Client’s Obligations: The Client acknowledges and agrees that timely payment of invoices is essential to the ongoing provision of services. Failure to adhere to the terms of this clause may result in service interruptions and potential project delays.  

Contract Terms of Payment 

1. Payment Schedule: The Client agrees to pay the Agency’s invoices according to the agreed-upon payment terms, typically Monthly and quarterly. 

2. Payment Methods: Payments shall be made by (ANANT ADD) 

3. Invoicing: The Agency will provide the Client with an invoice detailing the services rendered and the corresponding fees. 

4. Late Payments: The Client acknowledges that late payments may result in the imposition of late fees and potential service interruptions, as outlined in Annexure B. 

9. Project Continuation Clause

1. Definition of Ghosting: Ghosting refers to a situation where a Client fails to communicate or respond to the Agency’s reasonable attempts to contact them for a period of 20 (twenty) consecutive days or more during the project lifecycle, or where the Client’s responses are insufficient to maintain project momentum or deliver tangible progress in terms of assets and intellectual property. 

2. Consequences of Ghosting: 

  • Project Suspension: IIf the Client engages in ghosting; the Agency may temporarily suspend project activities until such time as the Client re-engages with the Agency. If the Client fails to re-engage within a reasonable timeframe, the Agency may terminate the project without refund. 

 

  • Price Reassessment: Upon the Client’s re-engagement, the Agency reserves the right to reassess the project’s pricing based on the following factors:  
    • Time Lapse: The duration of the ghosting period. 
    • Inflationary Adjustments: Any changes in market rates, industry standards, or the Agency’s operating costs due to inflation or other economic factors. 
    • Scope Changes: Any modifications to the project scope or deliverables that may have occurred during the ghosting period. 

 

  • Notification and Re-Engagement: The Agency will make reasonable attempts to contact the Client via email, phone, or other agreed-upon communication channels to address the ghosting situation. If the Client fails to respond within a reasonable timeframe, the Agency may proceed with the actions outlined above. 

 

  • Client’s Obligations: The Client acknowledges and agrees that they are responsible for maintaining regular communication with the Agency throughout the project lifecycle and for actively participating in the project’s progress. Failure to do so may impact the project’s timeline and deliverables. 

10. INDEMNITY

The Agency shall indemnify and keep the Client indemnified against all losses, expenses or damages that may be suffered by the Client due to any default or breach of terms by the Agency under this Agreement. The Client shall indemnify and keep the Agency indemnified against all losses, expenses or damages that may be suffered by the Agency due to any default or breach of terms by the Client under this Agreement.

11. NON- SOLICITATION

Both the Client and the Agency hereby covenant that during the term of this agreement and for a period of one year following its termination or expiration, it shall not, without the previous written consent of the other party, employ or contract the services of any person who was employed by the party at any time during a period of 12 months preceding the date on which the offer for employment is made to the party.

12. FORCE MAJEURE

Neither the Client, nor the Agency, shall be liable for any default, delay, or lapse occurring due to events beyond their control including riot, strike, theft, war, or acts of God and/or nature.

13. EVALUATION

The Client and the Agency shall evaluate progress under this agreement at the beginning of every quarter and take corrective action as may be required.

14. MODIFICATION IN TERMS

Any changes in the terms and conditions contained herein shall have effect only prospectively and shall be valid only if recorded in writing and signed by the authorized officials of the Client and the Agency.

15. PROJECT DELAYS DUE TO CLIENT INACTION

1. Project Delays: If the Client’s actions or inactions significantly delay the project’s progress, the Agency reserves the right to suspend project activities until such time as the Client addresses the issues causing the delay. 

2. Client Responsibilities: The Client is responsible for providing timely feedback, approvals, and necessary information to ensure the project’s efficient completion. Failure to do so may result in project delays. 

3. Project Resumption and Fee Adjustment: Upon the Client’s resolution of the issues causing the delay, the Agency will reassess the project’s status and determine the appropriate course of action. If the project has been significantly delayed due to the Client’s actions or inactions, the Agency may need to adjust the project timeline or fees to account for additional time and resources required. 

4. Client’s Obligations: The Client acknowledges and agrees that their timely participation and cooperation are essential to the successful completion of the project. Failure to adhere to the terms of this clause may impact the project’s timeline and deliverables. 

16. WAIVER

The failure of either party at any time to enforce any provision of this Agreement, shall in no way affect its right after that to require complete performance by the other party. Further, waiver of any breach of any provision shall not be held to be a waiver for any subsequent breaches. Any waiver shall be valid only if it is recorded in writing and signed by the authorized officials of the Client and the Agency.

17. TERMINATION

Either party may terminate this agreement by giving 1 month(s) written notice to the other but no refunds will be issued in either case. However, The obligations of the parties shall continue during the notice period. Additionally, if the agency faces any situation of false pretense, Illegal or unethical activity, the contract will be terminated immediately without refunds.

18. ARBITRATION

Any dispute, difference, or question arising out of this agreement shall be settled amicably between the parties, failing which the same shall be referred to arbitration under the Indian Arbitration Act, and the place of arbitration shall be Agra.

19. NOTICES

Any or all notice to be given by the parties hereto to each other under this agreement

shall be in writing and shall be transmitted

(a) Via e-mail at Hello@dtroffle.com or Support@dtroffle.com

(b) by registered post or by courier service or by personal delivery, as elected by the

party giving such notice, at the addresses mentioned below:

a) In the case of notice to the Agency at Dtroffle Info Pvt. Ltd., Sultan Ganj ki Pulia, Agra 282004

b) In the case of notice to the Client at: Client Address

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement digitally through their respective electronic signatures on this [Date].

 

This Agreement shall be deemed executed and binding upon the parties upon the receipt of both digitally signed copies by each party. All invoices and other contract documents shall be issued and executed digitally.

 

Phone:

+91 8532983019
+91 9068885561

Email Address:

hello@dtroffle.com

Addresses:

Agra

Sultanganj Crossing, Sultan Ganj, Gandhi Nagar, ki pulia, Agra, Uttar Pradesh 282004, India.
Gurgaon

1021 Basement, Lotus Villas, DLF Phase IV, Sector 28, Gurugram, Haryana 122002

The Dtroffle Digital Agency

Over 50+ ⭐⭐⭐⭐⭐ reviews

Siddhi Sharma

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Dtroffle's expertise in brand strategy is truly unmatched. Their insights and innovative approach have completely transformed our business in Agra. Working with Dtroffle has been a game-changer for us, and I highly recommend their services to anyone looking to elevate their brand presence. Thank you, Dtroffle, for your exceptional work as a brand strategist in Agra!

Archi Bansal

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Dtroffle is an exceptional brand strategist based in Agra. Their innovative approach to branding and marketing has truly set them apart in the industry. With a keen eye for detail and a deep understanding of consumer behavior, Dtroffle has consistently delivered outstanding results for their clients. If you're looking to take your brand to the next level, Dtroffle is the one you need by your side.

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Dtroffle is truly a game-changer when it comes to brand strategy. Their unique approach and deep understanding of the market dynamics have helped my business in Agra thrive like never before. Working with Dtroffle has been an enlightening experience, and I can confidently say they are the top brand strategist in Agra without a doubt.

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Dtroffle is an outstanding digital marketing agency in Agra! Their team of experts has been instrumental in enhancing my online presence and driving significant results for my business. With their tailored strategies and in-depth industry knowledge, they have successfully increased my website traffic, improved conversions, and boosted brand awareness. Dtroffle’s professionalism, prompt communication, and dedication to delivering exceptional results make them a top choice for any business looking to excel in the digital realm. I’m grateful for their services and highly recommend them to anyone seeking reliable digital marketing solutions!