Terms of Service

These Terms of Service ("Terms") govern your use of the website geniusinfotech.in and all services supplied by Genius Infotech ("Genius Infotech", "we", "us", "our"), a proprietary concern having its office at 103, Jain Mandir Road, Alok Nagar, Adhartal, Jabalpur, Madhya Pradesh 482004, India.

1. Acceptance of these Terms

By engaging our services, instructing us to carry out work, making payment against our invoice, or continuing to use this website, you ("the Client", "you") confirm that you have read, understood and accepted these Terms.

Where a separate written engagement letter, proposal, work order or service agreement is signed between us, that document will prevail over these Terms to the extent of any conflict. In all other respects these Terms continue to apply.

2. Definitions

• "Marketplace" means any third-party e-commerce or advertising platform, including without limitation Amazon, Flipkart, Meta, Google and their affiliates.
• "Ad Spend" means amounts charged by a Marketplace to the Client for advertising, including any credit, deferred-payment or pay-later facility operated by that Marketplace.
• "Service Fee" means our management or professional fee, which is separate from and does not include Ad Spend.
• "Client Account" means any seller, advertiser or business account on a Marketplace that is owned or controlled by the Client.

3. Our services

We provide e-commerce account management, marketplace listing and catalogue work, digital marketing, advertising campaign management, and web and application development. The precise scope of any engagement is as set out in our proposal, quotation or invoice.

Anything not expressly included in the agreed scope is excluded. In particular, unless expressly agreed in writing, we do not undertake: procurement or holding of inventory, packing or dispatch of orders, payment of statutory dues, accounting or GST filing, or responsibility for product quality, safety, labelling or compliance.

4. Client responsibilities

You agree that you are solely responsible for:

• Ownership of, and all activity on, the Client Account, including compliance with the Marketplace's own terms, policies and seller agreements;
• The accuracy, legality and completeness of all product information, images, pricing, stock levels, GST and tax details, and business records you supply to us;
• Maintaining sufficient inventory and fulfilling orders received;
• Maintaining sufficient funds, balance or credit standing on the Client Account to meet any charges levied by the Marketplace;
• All statutory registrations, licences, taxes and regulatory compliance applicable to your business;
• Promptly reviewing reports, proposals and communications we send, and raising any objection within the timeframes set out in clause 7.

5. Marketplaces and third-party platforms

Our services involve operating within systems owned and controlled by third parties. We do not own, control or influence those systems.

Where a Marketplace applies a change automatically and provides no mechanism to decline, opt out of, or reverse that change, neither we nor you can be treated as having consented to or authorised it, and no liability arises on our part in respect of it.

6. Advertising and ad spend

This clause applies wherever we manage advertising on your behalf.

1. Ad Spend is your cost, not ours. All advertising charges are incurred by and billed directly to the Client Account by the Marketplace. The Service Fee you pay us is for management and professional time only and does not include, fund, subsidise or reimburse Ad Spend.
2. We do not handle advertising funds. We do not collect, hold, receive or disburse Ad Spend. We do not top up, recharge or settle your advertising wallet or credit facility, and we have no access to your funds.
3. Deferred and postpaid facilities. Where a Marketplace operates a credit, postpaid or pay-later advertising facility, that facility exists between the Marketplace and you. Where such a facility is applied automatically or by default by the Marketplace, it is not activated by us. Amounts falling due under it are payable by you to the Marketplace.
4. Budget caps. Advertising budgets are set within the Marketplace's own tools and are subject to that Marketplace's limits, billing mechanics and tax treatment. A Marketplace may apply taxes over and above a stated budget, and may vary any limit it sets.
5. Negative balances. A negative, reduced or adjusted settlement balance arising because advertising expenditure exceeded sales generated is a commercial outcome of advertising, is borne by you, and does not constitute loss caused by us.
6. Reconciliation. The Marketplace's own reports and statements are the authoritative record of Ad Spend. Any query must be raised with the Marketplace and with us within 30 days of the relevant statement.

7. Instructions and approvals

1. Instructions and approvals may be given by email, WhatsApp, or any other written channel we have agreed with you. Messages exchanged on such channels constitute written communication for the purposes of these Terms.
2. Instructions given orally, including over a telephone or voice call, are acted upon at your request. Either party may confirm an oral instruction in writing, and a written record will prevail over any contrary recollection.
3. Where we notify you of a proposed campaign, budget, listing change, pricing change or other action, and you do not object within 24 hours of that notification, we may treat the action as approved and proceed. This is necessary so that time-sensitive campaign and listing work is not stalled.
4. An instruction to run, continue, resume or expand advertising remains in effect until you withdraw it in writing.
5. You are responsible for keeping yourself informed of activity on the Client Account, to which you retain full access at all times.

8. No guarantee of results

Digital marketing, advertising and marketplace performance depend on many factors outside our control, including Marketplace algorithms, competitor conduct, pricing, product demand, seasonality, stock availability, reviews and customer behaviour.

We make no representation, warranty or guarantee as to sales volume, revenue, profit, return on investment, return on ad spend, conversion rate, keyword ranking, traffic, impressions, clicks, or any other commercial outcome. Any figure, forecast, projection or illustration we provide is an estimate only and is not a commitment. Advertising that generates a return lower than its cost is a normal commercial risk borne by you.

9. Fees, invoicing and taxes

• Service Fees are as stated in our proposal, quotation or invoice and are payable in advance unless otherwise agreed in writing.
• Service Fees are exclusive of Ad Spend, Marketplace commissions, shipping, storage, penalties and any other third-party charge, all of which are borne by you.
• All amounts are exclusive of GST and other applicable taxes, which are charged additionally at prevailing rates.
• We may suspend services where an invoice remains unpaid beyond its due date.
• Refunds and cancellations are governed by our Refund & Cancellation Policy.

10. Term and termination

• Unless otherwise agreed, services are provided on a monthly basis and renew by agreement between the parties.
• Either party may terminate by giving 7 days' written notice. Notice given by email or WhatsApp is valid.
• We may terminate or suspend immediately where fees remain unpaid, where you breach these Terms, where continuing would breach a Marketplace's policies or applicable law, or where we are subjected to abusive or unlawful conduct.
• Termination does not affect fees already incurred, which remain payable.

11. Position after termination

1. On termination our access to the Client Account ends. You are responsible for revoking any access previously granted to us.
2. You are responsible for reviewing, pausing or stopping any live advertising campaign on the Client Account on or before the effective date of termination. We will, on request made before that date, pause campaigns we created. Absent such a request we are not obliged to alter the state of the Client Account.
3. We bear no responsibility for any activity, campaign, expenditure, listing change or charge occurring on the Client Account on or after the effective date of termination, whether carried out by you, by a subsequent service provider, by the Marketplace, or automatically.
4. Charges relating to a period before termination but billed afterwards remain your liability as Ad Spend.
5. We retain records of our engagement for the period set out in our Privacy Policy.

12. Confidentiality

Each party will keep confidential the non-public business information of the other and use it only for the purposes of the engagement. This does not apply to information that is public, independently obtained, or required to be disclosed by law, by a Marketplace, or in the course of legal proceedings, including proceedings between the parties.

13. Intellectual property

You retain ownership of your brand, trade marks, product content and images, and grant us a licence to use them for the purposes of the engagement. Work product we create is licensed to you on full payment. Our own methods, templates, tools and know-how remain ours. Website and application code is licensed to you on full payment unless otherwise agreed in writing.

14. Limitation of liability

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, or any liability which cannot lawfully be excluded or limited.

Subject to that, and to the maximum extent permitted by law:

1. We are not liable for: acts, omissions, policy changes, billing changes, default settings, fee changes, algorithm changes, suspensions, restrictions, penalties, deactivations, settlement adjustments or technical failures of any Marketplace or other third party; Ad Spend or any charge levied by a Marketplace to the Client Account; advertising performance, return on investment or any commercial outcome; loss of profit, revenue, sales, goodwill, business opportunity, anticipated savings or data; or any indirect, special, incidental, punitive or consequential loss, in each case however arising.
2. We are not liable for loss arising from inaccurate, incomplete or late information, instructions or approvals provided by you, or from your failure to raise an objection within the timeframes in clause 7.
3. Our total aggregate liability in respect of all claims arising out of or in connection with the engagement, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the Service Fee actually received by us from you in respect of the single calendar month in which the event giving rise to the claim first occurred.
4. No claim may be brought more than 90 days after the Client first became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

Each limitation and exclusion in this clause operates separately. If any of them is held to be unenforceable, the remainder continue in full force, and in particular the monetary cap in sub-clause 3 survives independently of sub-clauses 1 and 2.

15. Indemnity

You agree to indemnify and hold us harmless against claims, demands, penalties, losses and reasonable costs arising from: your products or their sale; your breach of a Marketplace's terms or of applicable law; content, images or information you supplied; infringement of any third-party right by material you supplied; and any tax, duty or statutory liability of your business.

16. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, civil unrest, strike, failure of utilities or telecommunications, internet or hosting outage, cyber-attack, change in law, or action or outage of a Marketplace or other third-party platform.

17. Changes to these Terms

We may update these Terms from time to time. The version published on this page at the date on which services are supplied applies to that supply. Material changes take effect prospectively. Continued use of our services after publication constitutes acceptance.

18. Governing law and jurisdiction

These Terms are governed by the laws of India. Subject to the paragraph below, the courts at Jabalpur, Madhya Pradesh have exclusive jurisdiction.

The parties will first attempt in good faith to resolve any dispute by discussion within 30 days of written notice. Failing resolution, the dispute may be referred to a sole arbitrator appointed by mutual consent under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Jabalpur, Madhya Pradesh, and the proceedings shall be in English.

Nothing in this clause affects any right a consumer may have under the Consumer Protection Act, 2019.