Effective Date: November 25, 2025
These Terms and Conditions ("Terms") govern the provision of advertising, marketing, and creative services by Riyo Advertising ("Agency," "we," "us," or "our") to you ("Client"). By engaging our services or using our website, you agree to these Terms.
1. Scope of Services and Project Agreement
The specific services, deliverables, timelines, and costs will be detailed in a separate **Statement of Work (SOW)** or Service Agreement, which, once executed, becomes an extension of these Terms. Any changes to the scope of work must be agreed upon in writing (Change Order) and may result in adjusted fees and timelines.
2. Fees, Invoicing, and Payment
Fees for services are outlined in the SOW. The Client agrees to pay invoices within the agreed-upon payment terms (typically 7 to 30 days). For media buying, the Client agrees to fund the media spend in advance. Failure to make timely payments may result in the suspension of campaign activities, including digital ad spend, without liability to the Agency.
3. Intellectual Property Rights (IPR)
Upon final and full payment, the ownership of the final creative deliverables (e.g., final ad copy, images, videos) created specifically for the Client under the SOW will be transferred to the Client. **However, Agency background IP**, including proprietary strategies, frameworks, tools, source code for campaign management, and presentation decks, remains the sole property of Riyo Advertising.
4. Confidentiality and Non-Disclosure
Both the Client and the Agency agree to maintain strict confidentiality regarding all non-public information, including business strategies, financial data, and campaign performance results, disclosed during the term of the agreement. This obligation survives the termination of the service agreement.
5. Limitation of Liability and Indemnification
The Agency strives to deliver the highest quality results, but we do not guarantee specific campaign results (e.g., sales increase). The Agency's total liability to the Client for any claim arising from or related to the services shall not exceed the total fees paid by the Client to the Agency in the six (6) months preceding the claim. The Client agrees to indemnify the Agency against any claims arising from the content provided by the Client for advertising (e.g., copyright infringement claims).
6. Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising out of these Terms shall first be attempted to be resolved through good faith negotiation. If negotiation fails, disputes shall be submitted to the **exclusive jurisdiction of the courts in New Delhi, Delhi, India.**