Terms & Conditions

1. Introduction

Welcome to Zile Media.

These Terms & Conditions (“Terms”) govern your access to and use of the website https://www.zilemedia.com (the “Website”) and the digital marketing, consulting, and related services provided by Zile Media Private Limited (“Zile Media”, “we”, “our”, or “us”).

Zile Media is a digital marketing agency based in India, specialising in helping fashion, apparel, and lifestyle brands grow their businesses through digital marketing, wholesale buyer outreach, website development, and related growth strategies.

By accessing our Website, submitting an enquiry, requesting a proposal, or engaging our services, you agree to these Terms, subject to any separate written agreement entered into between you and Zile Media.

If you do not agree with these Terms, please do not use our Website or engage our services.

2. About Our Services

Zile Media provides digital marketing and business growth services, which may include:

• Website design and development.
• Wholesale buyer research and outreach.
• Retailer and business lead generation.
• Email and SMS marketing.
• Performance marketing and paid advertising.
• Social media marketing and management.
• Search engine optimisation (SEO).
• Branding and digital marketing strategy.
• Wholesale marketing materials and sales support.
• Marketing automation and CRM-related services.
• Other digital marketing and business consulting services.

The exact services, deliverables, timelines, responsibilities, and fees will be agreed upon in a separate proposal, quotation, statement of work, or service agreement between Zile Media and the client.

We reserve the right to modify, improve, expand, or discontinue any services offered through our Website.

3. Eligibility and Website Use

By using our Website or engaging our services, you represent that:

• You have the legal capacity to enter into a binding agreement.
• You are at least 18 years old or are otherwise legally authorised to enter into an agreement.
• If you are acting on behalf of a business or organisation, you have the authority to represent and bind that organisation.
• The information you provide to us is accurate and complete.
• You will use our Website and services only for lawful purposes.

You agree not to:

• Use our Website for fraudulent, unlawful, or misleading activities.
• Attempt to gain unauthorised access to our Website, systems, or servers.
• Introduce viruses, malicious code, or harmful software.
• Copy, reproduce, or distribute Website content without permission.
• Interfere with the security or proper functioning of our Website.
• Use our services to engage in spam, deceptive marketing, or other unlawful activities.

We reserve the right to restrict or terminate access to our Website where we reasonably believe these Terms have been violated.

4. Enquiries, Proposals and Service Agreements

Submitting an enquiry through our Website does not automatically create a contractual relationship between you and Zile Media.

After receiving an enquiry, we may contact you to understand your business requirements and determine whether our services are suitable.

Any proposal, quotation, or service offer provided by Zile Media will outline the relevant scope of work, deliverables, fees, timelines, and other applicable conditions.

A formal client engagement will commence once the relevant proposal or service agreement has been accepted by both parties and any required initial payment has been received.

Where a separate written agreement, proposal, or statement of work exists, its specific terms will take precedence over these general Terms in the event of a conflict, to the extent of that conflict.

5. Fees and Payment Terms

5.1 Service Fees

All service fees will be communicated to clients through proposals, quotations, invoices, or separate service agreements.

Fees may vary depending on the scope of work, project complexity, service requirements, and duration of engagement.

Unless expressly stated otherwise, service fees do not include applicable taxes, third-party subscriptions, advertising expenditure, or other external costs.

5.2 Payment Schedule

Payment schedules, advance payments, instalments, recurring fees, and payment deadlines will be specified in the relevant proposal or service agreement.

Clients agree to make payments within the agreed timeframes.

5.3 Advertising and Third-Party Expenses

Advertising expenditure paid to platforms such as Google, Meta, or other advertising networks is separate from Zile Media’s professional service fees unless expressly included in the agreement.

Clients are responsible for approved advertising budgets, third-party subscriptions, software licences, hosting charges, domain registration fees, and other external expenses associated with their projects.

5.4 Late Payments

If a client fails to make a payment by the agreed due date, Zile Media may:

• Send payment reminders.
• Suspend ongoing work or campaign activities.
• Withhold pending deliverables.
• Restrict access to certain services until outstanding payments are cleared.
• Terminate the engagement in accordance with the applicable agreement.

Any applicable late payment charges must be specified in the relevant service agreement or invoice and must comply with applicable law.

5.5 Taxes

All applicable taxes, including Goods and Services Tax (GST) and other statutory charges, will be applied as required by applicable law.

Clients are responsible for any taxes or charges applicable to their transactions, except taxes imposed on Zile Media’s own income.

6. Client Responsibilities

Successful delivery of our services may require cooperation, timely communication, and access to information and resources from the client.

Clients agree to:

• Provide accurate business information and project requirements.
• Supply necessary website content, images, branding materials, product information, and other resources.
• Provide access to relevant websites, advertising accounts, social media accounts, analytics tools, and CRM platforms where required.
• Ensure that they own or have permission to use all materials provided to Zile Media.
• Review and approve designs, campaigns, content, and other deliverables within agreed timelines.
• Provide feedback and communicate changes promptly.
• Ensure that all products, services, pricing, business claims, and promotional offers provided to us are accurate and lawful.
• Obtain all necessary permissions and consents for customer data, email lists, SMS lists, and marketing communications supplied to us.

Delays caused by missing information, delayed approvals, or lack of client cooperation may affect project timelines and delivery schedules.

Zile Media will not be responsible for delays or performance issues arising directly from the client’s failure to fulfil these responsibilities.

7. Wholesale Buyer Outreach and Lead Generation

Zile Media may provide services involving retailer research, wholesale buyer identification, business contact research, prospect list preparation, email outreach, and related lead generation activities.

Clients acknowledge that:

• Lead generation and buyer research are subject to the availability and accuracy of publicly available or otherwise lawfully obtained information.
• Contact information and business details may change over time.
• We cannot guarantee that every identified prospect will be interested in the client’s products or services.
• We cannot guarantee a specific number of positive responses, meetings, wholesale accounts, purchase orders, or sales unless expressly agreed in writing.
• The final decision to purchase products or enter into a business relationship rests entirely with the prospective buyer.

Clients are responsible for ensuring that their products, pricing, business claims, and commercial terms are accurate and suitable for the markets in which they operate.

8. Marketing Performance and No Guarantee of Results

Zile Media uses marketing strategies, research, experience, and industry practices to help clients achieve their business objectives.

However, digital marketing results depend on several factors outside our control, including:

• Market conditions and competition.
• Product quality and pricing.
• Brand reputation and market positioning.
• Advertising budgets and platform algorithms.
• Website performance and conversion rates.
• Customer behaviour and purchasing decisions.
• Availability of wholesale buyers and retailers.
• External economic and industry conditions.

Accordingly, unless expressly guaranteed in a signed written agreement, Zile Media does not guarantee:

• A specific amount of revenue or profit.
• A particular number of leads or enquiries.
• A specific number of wholesale buyers or retail accounts.
• Guaranteed sales or purchase orders.
• Specific advertising returns or conversion rates.
• Particular search engine rankings or website traffic.
• Specific social media growth or engagement.
• Any fixed business outcome within a specified timeframe.

Case studies, testimonials, statistics, and examples published on our Website demonstrate previous work or reported results. They are provided for illustrative purposes and do not guarantee that future clients will achieve identical or comparable outcomes.

9. Advertising Platforms and Third-Party Services

Our services may involve third-party platforms and tools, including:

• Google Ads.
• Meta Ads and associated services.
• Instagram and Facebook.
• Google Analytics.
• Google Tag Manager.
• Email marketing platforms.
• CRM systems.
• Website hosting providers.
• Third-party website plugins and applications.
• Other marketing and automation platforms.

These platforms are independently operated and governed by their respective terms, conditions, and policies.

Zile Media does not own or control these third-party services.

We are not responsible for:

• Changes to third-party platform policies or algorithms.
• Account suspensions or restrictions imposed by third-party providers.
• Technical failures or service interruptions outside our reasonable control.
• Changes to advertising costs, platform fees, or service availability.
• Loss of functionality caused by third-party updates.
• Decisions made independently by third-party platforms.

Clients are responsible for complying with the terms and policies of the third-party platforms used in their business activities.

10. Website Development and Maintenance

Where Zile Media provides website design, development, or maintenance services, the applicable project scope, deliverables, revisions, and timelines will be specified in the relevant proposal or agreement.

Clients are responsible for providing accurate content, images, product information, business details, and other materials required for website development.

Unless otherwise agreed in writing:

• Website development does not automatically include ongoing maintenance or technical support.
• Domain registration, hosting, premium themes, plugins, and third-party subscriptions may involve additional costs.
• Website performance may depend on hosting providers, plugins, third-party integrations, and other external technologies.
• Additional features or changes beyond the agreed scope may be subject to additional charges.
• Search engine indexing, rankings, and organic traffic cannot be guaranteed.

Clients should maintain appropriate backups and access to their domain, hosting, and website accounts.

11. Revisions, Changes and Additional Work

The number of revisions, design changes, and modifications included in a project will be specified in the relevant proposal or agreement.

Requests outside the agreed scope of work may be treated as additional services and may involve additional fees and delivery time.

Zile Media will communicate any material changes in scope, pricing, or delivery timelines to the client before proceeding with additional work.

12. Intellectual Property Rights

12.1 Zile Media’s Intellectual Property

All original materials, website content, designs, graphics, documents, strategies, templates, methodologies, processes, and other materials created or owned by Zile Media remain our intellectual property unless otherwise agreed in writing.

Nothing in these Terms automatically transfers ownership of Zile Media’s pre-existing intellectual property to a client.

12.2 Client Deliverables

Upon full payment of all applicable fees, ownership or the agreed usage rights for final project deliverables will transfer to the client as specified in the relevant proposal or service agreement.

Unless otherwise agreed, drafts, unused concepts, internal working files, proprietary tools, templates, and pre-existing materials used to create deliverables remain the property of Zile Media.

12.3 Client-Provided Materials

Clients retain ownership of their original business materials, trademarks, logos, images, product content, and other intellectual property provided to us.

By providing these materials, clients grant Zile Media a limited, non-exclusive licence to use, reproduce, and modify them as reasonably necessary to perform the agreed services.

Clients represent that they have all necessary rights and permissions to provide these materials.

12.4 Third-Party Materials

Certain deliverables may incorporate third-party fonts, software, images, plugins, stock assets, or other licensed materials.

The use and ownership of these materials will remain subject to the applicable third-party licence terms.

13. Confidentiality

Both parties agree to take reasonable steps to protect confidential information received during the business relationship.

Confidential information may include:

• Business strategies and plans.
• Financial and commercial information.
• Client lists and prospect information.
• Marketing strategies and campaign details.
• Pricing and commercial arrangements.
• Internal documents and business processes.
• Non-public technical or operational information.

Neither party will disclose the other party’s confidential information to unauthorised third parties except where required by law or where disclosure is necessary to perform the agreed services through authorised service providers.

This obligation does not apply to information that:

• Is publicly available without a breach of confidentiality.
• Was lawfully known before disclosure.
• Is independently developed without using confidential information.
• Is lawfully obtained from another source without confidentiality restrictions.

Confidentiality obligations will continue after the termination of the business relationship for as long as the information remains confidential, subject to applicable law.

14. Data Protection and Privacy

Zile Media takes reasonable steps to protect personal information handled during the provision of its services.

Our collection, use, storage, and processing of personal information are explained in our Privacy Policy.

Where applicable, we aim to comply with relevant data protection requirements, including:

• Information Technology Act, 2000, and applicable rules in India.
• Digital Personal Data Protection Act, 2023, and applicable rules as they come into force.
• Applicable privacy and data protection laws in other jurisdictions, including GDPR where applicable.

Clients are responsible for ensuring that personal information, customer lists, email addresses, telephone numbers, and other data provided to Zile Media have been collected and shared lawfully.

Where Zile Media processes personal information on behalf of a client, the parties may enter into a separate data processing agreement where required.

Please refer to our Privacy Policy for further details.

15. Email and SMS Marketing Compliance

Where we provide email or SMS marketing services, the client and Zile Media agree to comply with applicable marketing, electronic communications, privacy, and anti-spam requirements.

Clients are responsible for ensuring that:

• Contact lists are collected lawfully.
• Required permissions or consents have been obtained.
• Marketing communications contain accurate information.
• Applicable unsubscribe and opt-out requirements are followed.
• Marketing campaigns do not contain fraudulent, misleading, or prohibited content.

Zile Media may refuse to send or manage campaigns that we reasonably believe violate applicable law, third-party platform policies, or these Terms.

16. Project Cancellation, Suspension and Termination

Either party may terminate a service engagement in accordance with the cancellation and termination provisions of the applicable proposal or service agreement.

If no separate termination terms have been agreed, either party may request termination by providing written notice to the other party.

Zile Media may suspend or terminate services where:

• The client fails to make payments when due.
• The client materially breaches these Terms or an applicable agreement.
• The client provides unlawful, fraudulent, or misleading information.
• The client requests activities that violate applicable law or third-party platform policies.
• Continued performance would expose Zile Media to unreasonable legal, security, or reputational risks.

Upon termination:

• The client remains responsible for fees relating to work completed and approved expenses incurred up to the termination date.
• Outstanding invoices become payable in accordance with the applicable agreement.
• Access to ongoing services may be discontinued.
• Final deliverables will be provided in accordance with the agreed payment and handover terms.

17. Refund Policy

Refund eligibility will depend on the nature of the services, work already performed, third-party expenses, and the terms agreed in the relevant proposal or service agreement.

Unless otherwise required by applicable law or expressly agreed in writing:

• Fees for work already completed are generally non-refundable.
• Third-party expenses and advertising expenditure already incurred on behalf of a client are generally non-refundable.
• Payments for services not yet performed may be considered for refund after deducting applicable costs and completed work.
• No refund will be due solely because the client did not achieve a particular marketing or business result.

Any specific refund arrangements agreed in a separate written agreement will take precedence over this general provision.

18. Limitation of Liability

To the maximum extent permitted by applicable law, Zile Media will not be liable for indirect, incidental, special, punitive, or consequential damages, including loss of profits, revenue, business opportunities, anticipated savings, or goodwill arising from the use of our Website or services.

We will not be responsible for losses resulting from:

• Third-party platform failures or account restrictions.
• Inaccurate information supplied by clients.
• Delays caused by the client or external service providers.
• Unauthorised access resulting from circumstances beyond our reasonable control.
• Business decisions made by clients based on marketing information or recommendations.
• Changes in market conditions or customer behaviour.

To the extent permitted by law, our total liability arising from a particular service engagement will not exceed the total professional service fees actually paid or payable to Zile Media for that specific engagement during the six (6) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited under applicable law, including liability arising from fraud, wilful misconduct, or other non-excludable obligations.

19. Indemnification

To the extent permitted by applicable law, the client agrees to indemnify and hold harmless Zile Media, its directors, employees, and authorised representatives against third-party claims, losses, liabilities, damages, and reasonable legal expenses arising from:

• Unlawful or misleading information or materials supplied by the client.
• Infringement of third-party intellectual property rights through client-provided materials.
• Unlawful marketing activities or customer data supplied by the client.
• The client’s violation of applicable laws or third-party platform policies.
• The client’s material breach of these Terms or an applicable service agreement.

This obligation will not apply to the extent that a claim results from Zile Media’s own breach of contract, unlawful conduct, or other liability that cannot be excluded under applicable law.

20. Force Majeure

Zile Media will not be responsible for delays or failures in performing its obligations where such delays or failures result from circumstances beyond our reasonable control.

These circumstances may include:

• Natural disasters.
• War, terrorism, or civil unrest.
• Government restrictions or regulatory actions.
• Internet or telecommunications failures.
• Cyberattacks or major security incidents.
• Third-party service interruptions.
• Power outages or infrastructure failures.
• Other unforeseen events beyond reasonable control.

We will make reasonable efforts to minimise disruption and resume services as soon as reasonably possible.

21. Governing Law and Jurisdiction

These Terms shall be governed by and interpreted in accordance with the laws of India.

Subject to applicable mandatory legal provisions, the courts having competent jurisdiction in Haryana, India, shall have jurisdiction over disputes arising from or relating to these Terms or our services.

Nothing in this section prevents consumers or other protected individuals from exercising mandatory rights available to them under applicable laws in their country or jurisdiction.

22. Changes to These Terms

We reserve the right to update or modify these Terms from time to time to reflect changes in our services, business operations, Website functionality, or applicable laws.

Updated Terms will be published on this page with a revised “Last Updated” date.

Your continued use of our Website after the updated Terms are published constitutes acknowledgement of the updated Terms, to the extent permitted by applicable law.

Changes to an existing client service agreement will be handled in accordance with that agreement.

23. Severability

If any provision of these Terms is determined to be invalid, unlawful, or unenforceable, the remaining provisions will continue to remain in effect to the maximum extent permitted by applicable law.

24. Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, and any applicable proposal or service agreement, constitute the terms governing your use of our Website and our services.

Any separate written agreement between Zile Media and a client will prevail over these general Terms where there is a conflict relating to the specific engagement.

25. Contact Information

If you have any questions regarding these Terms & Conditions, please contact us:

Company: Zile Media Private Limited

Address: Jhajjar, Haryana, India

Email: support@zilemedia.com

Website: https://www.zilemedia.com