Conditions.
These Terms & Conditions govern your use of Advento Digital Solutions' services and the Advento Partner Programme. By engaging our services or joining our partner programme, you agree to be bound by these terms.
In these Terms & Conditions, the following terms shall have the meanings set out below:
- →"Advento" refers to Advento Digital Solutions, a digital marketing and IT services agency registered in India.
- →"Client" means any individual or business entity that engages Advento directly for the provision of services.
- →"Partner" means any individual or entity that has entered into a Partner Programme agreement with Advento, whether as a White-Label Partner or a Direct Business Associate.
- →"White-Label Partner" means a partner who resells Advento's services under their own brand name.
- →"Business Associate" means a partner who refers prospective clients to Advento in exchange for a commission.
- →"Services" means all digital marketing, advertising, web development, app development, SEO, and related services offered by Advento.
- →"Agreement" means any service agreement, partner agreement, or statement of work entered into between Advento and a Client or Partner.
- →"Confidential Information" means any non-public business information disclosed by either party under these Terms.
By engaging Advento's services, submitting a partner application, or entering into any agreement with Advento, you confirm that you have read, understood, and agree to be bound by these Terms & Conditions in their entirety.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not engage Advento's services.
Advento agrees to provide the Services as described in the relevant service agreement or statement of work. The specific scope, deliverables, timelines, and fees applicable to each engagement shall be documented in a separate agreement or proposal.
3.1 Service Delivery
Advento will use commercially reasonable efforts to deliver services in accordance with the agreed timelines. Timelines are estimates unless expressly stated as fixed deadlines in writing. Delays arising from the client's failure to provide required materials, approvals, or access shall not be attributed to Advento.
3.2 Ad Spend & Third-Party Platforms
Where services involve advertising on third-party platforms (including but not limited to Meta, Google, and LinkedIn):
- ✓Advento charges zero markup on ad spend. The client pays the actual platform costs in addition to Advento's management fee.
- ✓Advento is not responsible for changes to platform policies, algorithm updates, or fluctuations in advertising performance resulting from platform changes.
- ✓Ad accounts and associated assets created for the client remain the client's property upon full payment of outstanding fees.
3.3 Performance & Results
3.4 Client Responsibilities
The client agrees to provide timely access to required accounts, assets, and approvals, and to ensure that all materials provided to Advento for use in campaigns comply with applicable laws, platform policies, and do not infringe upon any third-party rights.
The Advento Partner Programme is available to eligible businesses and individuals subject to Advento's approval. Participation in the Partner Programme is governed by these Terms and any separate Partner Agreement entered into between the parties.
4.1 White-Label Partners
- ✓White-label partners may resell Advento's services under their own brand name, subject to payment of Advento's wholesale rates.
- ✓Partners are free to set their own pricing to end clients. Advento does not restrict or influence the partner's pricing decisions.
- ✓Partners are solely responsible for their client relationships, billing, and any representations made to their clients about the services.
- ✓Advento will operate with full confidentiality and will not contact, solicit, or communicate with the partner's clients directly without written permission.
4.2 Direct Business Associates
- ✓Business associates earn a commission on successful referrals that convert into paid engagements with Advento.
- ✓The commission rate applicable to each associate shall be documented in the Partner Agreement. Commission rates may vary based on service type and engagement value.
- ✓A referral is deemed "successful" when the referred client has signed an agreement with Advento and made their first payment.
- ✓Associates may not make representations or warranties to referred clients on behalf of Advento without written authorisation.
4.3 Partner Conduct
Partners must conduct themselves professionally and in accordance with applicable laws. Partners must not engage in any activity that could bring Advento into disrepute, including the making of false claims about Advento's services or capabilities. Advento reserves the right to terminate a partnership with immediate effect in the event of any material breach of this clause.
5.1 Invoicing
Advento will issue invoices as per the agreed billing schedule documented in the service agreement. Monthly retainer invoices are typically issued at the beginning of each billing cycle. Project-based invoices follow the milestone schedule agreed in the project proposal.
5.2 Payment Terms
- ✓All invoices are due within 7 days of issuance unless otherwise agreed in writing.
- ✓Advento reserves the right to pause or suspend services in the event of overdue invoices exceeding 14 days past the due date.
- ✓All fees are exclusive of applicable taxes including GST, which will be charged in addition at the prevailing rate.
5.3 Refund Policy
Management fees paid to Advento are non-refundable once work has commenced for the billing period. Ad spend transferred to Advento for onward payment to advertising platforms may be refunded for unspent amounts, net of any platform processing fees, at Advento's discretion upon written request.
5.4 Partner Commissions
For Business Associates, commissions are calculated monthly based on active referred clients and are paid within 15 business days of the end of each calendar month. Commissions are forfeited for any referrals where the referred client's account is in arrears or has been terminated due to non-payment.
Both parties agree to keep confidential all Confidential Information received from the other party and to use it solely for the purposes of fulfilling obligations under the Agreement. This obligation applies during and after the term of the Agreement.
6.1 White-Label Confidentiality
For white-label partnerships specifically, Advento commits to strict confidentiality regarding the identity of the partner's clients, the nature of the commercial arrangement between Advento and the partner, and all pricing agreed between Advento and the partner. A separate NDA is signed as part of the white-label partner onboarding process.
6.2 Exclusions
The confidentiality obligations above do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party prior to disclosure, or is required to be disclosed by applicable law or court order.
7.1 Client-Owned Assets
Upon receipt of full payment for the relevant services, Advento assigns to the client all intellectual property rights in creative deliverables specifically produced for the client, including but not limited to ad creatives, website designs, and written content. This assignment does not include Advento's proprietary tools, templates, methodologies, or pre-existing materials used in the delivery of services.
7.2 Advento's Proprietary Materials
All reports, dashboards, templates, processes, tools, and methodologies developed or owned by Advento remain the exclusive intellectual property of Advento. Clients and partners are granted a non-exclusive, non-transferable licence to use such materials solely for the purpose for which they are provided.
7.3 Client Content
The client represents and warrants that all content, images, brand assets, and other materials provided to Advento for use in campaigns are owned by or licenced to the client, and do not infringe upon the intellectual property rights of any third party. The client indemnifies Advento against any claims arising from the use of client-provided materials.
To the maximum extent permitted by applicable law:
- ✓Advento's total liability to a client or partner under or in connection with any agreement shall not exceed the total fees paid by that client or partner to Advento in the 3 months preceding the event giving rise to the claim.
- ✓Advento shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, or loss of data, even if Advento has been advised of the possibility of such damages.
- ✓Advento is not liable for any losses arising from changes to third-party platform algorithms, policies, or technical infrastructure, including but not limited to Meta, Google, and WhatsApp.
9.1 Termination for Convenience
Either party may terminate an ongoing service agreement or partner agreement by providing written notice as specified in the relevant agreement. Where no notice period is specified, 30 days' written notice is required. There are no lock-in contracts; clients and partners may exit at any time with appropriate notice.
9.2 Termination for Cause
Advento reserves the right to terminate any agreement with immediate effect in the event of material breach of these Terms or the relevant agreement by the other party, including non-payment of invoices overdue by more than 30 days, violation of confidentiality obligations, or conduct that exposes Advento to legal risk or reputational harm.
9.3 Effect of Termination
- ✓Upon termination, all outstanding fees become immediately due and payable.
- ✓Advento will provide a reasonable handover of client assets and data within 14 days of termination.
- ✓Clauses relating to confidentiality, intellectual property, and limitation of liability shall survive termination.
These Terms & Conditions and any agreement entered into under them shall be governed by and construed in accordance with the laws of India. The parties agree to submit to the exclusive jurisdiction of the courts located in India for the resolution of any disputes arising under or in connection with these Terms.
10.1 Dispute Resolution
In the event of a dispute, the parties agree to first attempt to resolve the matter amicably through good-faith negotiation. If a resolution is not reached within 30 days, either party may pursue formal legal remedies.
Advento reserves the right to update or modify these Terms & Conditions at any time. Where changes are material, Advento will provide at least 14 days' notice prior to the changes taking effect, by email or by posting a notice on the Advento website.
Your continued use of Advento's services or participation in the Partner Programme after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you should discontinue your engagement with Advento prior to the effective date.
If you have any questions, concerns, or requests relating to these Terms & Conditions, please reach out to Advento through any of the following channels:
- 💬WhatsApp: +91 6366312856 — typically responds within 30 minutes during business hours.
- 🌐Website: advento.in
- 🔒Privacy Policy: advento.in/privacy-policy