Terms of Service

01Definitions

• Services — the cold email infrastructure, automation, AI, and related work described in your proposal or order form.
• Infrastructure — the sending domains, inboxes, workflows, and configurations set up for you.
• Client Data — contact lists, message content, and other materials you provide.
• Applicable Law — the laws of India, including the Indian Contract Act 1872, the Information Technology Act 2000, the Digital Personal Data Protection Act 2023, and rules made thereunder.

02Services

We will provide the Services described in your proposal or order form with reasonable skill and care. Anything not expressly listed there is out of scope and may be quoted separately. We may engage subcontractors and use third-party platforms to deliver the Services.

03Your responsibilities and warranties

You are responsible for the contact lists and content used in your campaigns. You represent and warrant that:

• you own, or are lawfully entitled to use, every contact list you provide, and have a valid basis (including any consent required under the Digital Personal Data Protection Act, 2023) to contact the persons on it;
• your offers, claims, and message content are accurate, lawful, and not misleading, and comply with the Consumer Protection Act, 2019 where applicable;
• your use of the Services complies with all Applicable Law, including data-protection and any applicable communication or unsolicited-messaging regulations;
• you will not use the Services to transmit unlawful, deceptive, obscene, harassing, or otherwise prohibited content within the meaning of the Information Technology Act, 2000.

You will provide timely access, information, and approvals reasonably required for us to perform the Services.

04Fees, payment and taxes

Fees, including any one-time setup fee and recurring management fee, are set out in your proposal. Unless agreed otherwise: setup fees are payable in advance; recurring fees are invoiced monthly in advance; and invoices are due within 7 days. Goods and Services Tax (GST) and any other applicable taxes will be charged additionally where applicable. Overdue amounts may attract interest at 1.5% per month, and we may suspend the Services while payment remains outstanding. Setup and third-party costs already incurred are non-refundable.

05Term and termination

The engagement continues until terminated. Either party may terminate for convenience on 30 days' written notice, or immediately if the other party commits a material breach and fails to cure it within fourteen (14) days of notice. On termination you remain liable for fees for work performed. As the Infrastructure is provisioned on accounts and services you control, it remains with you, and we will provide a reasonable handover of configuration and access.

06No guarantee of results

We provide infrastructure and deliverability effort, not guaranteed outcomes. We do not warrant any specific reply rate, number of meetings, open rate, or inbox placement, as these depend substantially on your list quality, offer, and factors outside our control. Statements about typical performance are illustrative and not a guarantee.

07Third-party platforms

The Services depend on third parties (for example email providers, Google, Microsoft, hosting, and automation tools). We are not responsible for their availability, policy changes, pricing, or actions — including changes to deliverability rules or suspension of domains or accounts — where these are outside our reasonable control.

08Acceptable use and suspension

We may suspend or terminate the Services immediately, without liability, if we reasonably believe your use breaches these Terms, transmits prohibited or unlawful content, or threatens harm to sending reputation or third parties.

09Intellectual property

You retain ownership of your Client Data and, upon full payment, of the deliverables configured specifically for you. We retain ownership of our pre-existing know-how, templates, tooling, and workflow methods, and may reuse these for other clients. We may reference the engagement as a case study only with your prior consent.

10Confidentiality

Each party will keep the other's non-public information confidential and use it only to perform or receive the Services, except where disclosure is required by law or a competent authority.

11Data protection

Where we process personal data on your behalf in providing the Services, you act as the Data Fiduciary and we act as a Data Processor within the meaning of the Digital Personal Data Protection Act, 2023. Such processing is governed by our Data Processing Agreement, which forms part of these Terms.

12Limitation of liability

Nothing in these Terms excludes liability that cannot be excluded under Applicable Law. Subject to that, we shall not be liable for indirect, incidental, or consequential loss, or for loss of profits, revenue, data, goodwill, or the sender reputation of your primary domain. Our total aggregate liability arising out of or in connection with the Services shall not exceed the total fees paid by you to us in the three (3) months preceding the event giving rise to the claim.

13Indemnity

You shall indemnify and hold us harmless against all claims, losses, damages, and costs arising from your Client Data, your content, your offers, or your breach of the “Your responsibilities and warranties” section.

14Force majeure

Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, government action, network or utility failures, or third-party platform outages.

15Grievance redressal

In accordance with the Information Technology Act, 2000 and the rules thereunder, the Grievance Officer is:

• Name: Ashutosh Yadav
• Email: ashutosh@terminalash.in
• Address: Kolkata, West Bengal, India

We will acknowledge grievances within forty-eight (48) hours and endeavour to resolve them within fifteen (15) days of receipt.

16Changes to these Terms

We may update these Terms from time to time. Material changes affecting an active engagement will be notified to you and take effect on your next renewal or as otherwise agreed.

17Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India. Subject to any right to seek relief before a competent forum, the courts at Kolkata, West Bengal shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

18Contact

For any questions about these Terms, contact ashutosh@terminalash.in.