1) Acceptance of Terms
By accessing the website or engaging us for services, you agree to these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity.
2) Definitions
- “Company”, “we”, “us”, “our” means Virbhan Auto India Private Limited.
- “Client”, “you”, “your” means the person or entity that accesses the site or purchases services.
- “Services” include (a) motor vehicle design, validation, sourcing, and manufacturing operations; and (b) digital marketing strategy, creative, media, CRO, analytics, and related activities.
- “Statement of Work” (SOW) or “Order” means a document describing scope, deliverables, timeline, and commercial terms agreed by both parties.
3) Scope & Engagement
Service details are set out in the applicable SOW/Order. In case of conflict, the SOW/Order prevails over these Terms.
- Manufacturing: Activities may include requirements capture, industrial design & CAD, validation (e.g., DFMEA, DV-PV), supplier scouting & RFQ, procurement & PPAP, tooling, line setup, SOP & QA gates, regulatory & homologation, after-sales, and warranty analytics.
- Digital marketing: Activities may include GTM & positioning, content and creative, SEO (technical, on-page, local), paid media (Google, Meta, LinkedIn, YouTube, programmatic), CRO & experimentation, analytics & attribution, CRM and lifecycle automation, dealer enablement, and reputation management.
4) Quotes, Changes & Acceptance
- Quotes are based on assumptions provided by the Client and are valid for the period stated (or 30 days if unspecified).
- Changes to scope, timeline, or resources may require a revised quote or change order.
- Work begins upon written acceptance (including email confirmation) and receipt of any specified advance payment.
5) Fees, Taxes & Payment
- Fees are as per the SOW/Order. Unless stated otherwise, taxes, duties, and government charges are additional and payable by the Client.
- Invoices are due within the period stated on the invoice (or 15 days if unspecified). Late payments may incur interest as permitted by law.
- We may suspend work for overdue amounts after prior written notice.
6) Client Obligations
- Provide timely access to information, approvals, facilities, systems, and personnel reasonably required to deliver the Services.
- Ensure that materials supplied by the Client (e.g., data, creative assets, brand claims, technical specifications) are accurate and do not infringe rights or applicable laws.
- Appoint a single point of contact with authority to approve deliverables and changes.
7) Intellectual Property
- Each party retains ownership of its pre-existing IP.
- Subject to full payment, we grant the Client a non-exclusive, worldwide license to use deliverables identified in the SOW/Order for the Client’s internal business purposes, unless otherwise stated.
- We may use general know-how, methods, and non-confidential learnings developed while providing the Services.
8) Confidentiality
Each party will protect the other’s confidential information using at least reasonable care and will use it only for the engagement. Exceptions apply for information that is public, independently developed, or obtained lawfully from a third party.
9) Compliance & Safety
- We will perform Services in a professional manner consistent with applicable industry standards.
- For manufacturing work, compliance with applicable regulations and standards (including safety and homologation) will follow the SOW/Order requirements and Client-provided specifications.
- For marketing work, the Client is responsible for the accuracy of product claims, approvals for creative, and compliance with platform policies.
10) Warranties & Disclaimers
- We warrant that we will perform the Services with reasonable skill and care.
- Except as expressly stated in the SOW/Order, the Services and site are provided “as is”. We do not guarantee specific outcomes (e.g., rankings, conversions, sales volumes) or uninterrupted operation.
11) Limitation of Liability
- To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, or consequential damages (including lost profits, revenue, or data), even if advised of the possibility.
- Except for non-excludable liabilities (e.g., death/personal injury caused by negligence, fraud, IP infringement, or breach of confidentiality), each party’s aggregate liability under these Terms will not exceed the total fees paid or payable by the Client for the Services giving rise to the claim in the 6 months preceding the claim.
12) Indemnity
Each party will indemnify the other against third-party claims arising from (a) breach of laws; (b) infringement caused by materials supplied by that party; or (c) gross negligence or willful misconduct.
13) Term & Termination
- These Terms apply to your use of the site and to any SOW/Order until completion or termination.
- Either party may terminate a SOW/Order for material breach if not cured within 14 days of written notice.
- Upon termination, Client will pay for work performed and non-cancellable third-party costs incurred up to the effective termination date.
14) Force Majeure
Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, strikes, war, government actions, widespread outages), provided the affected party uses reasonable efforts to mitigate and notifies the other party.
15) Subcontracting
We may subcontract parts of the Services to qualified vendors while remaining responsible for overall delivery and for protecting confidentiality and data in line with these Terms.
16) Non-Solicitation (Optional)
During the engagement and for 6 months thereafter, neither party will solicit for employment the other party’s directly involved personnel without prior written consent. General job advertisements are excluded.
17) Data Protection & Privacy
Our Privacy Policy explains how we collect and process personal data. Where required, the parties may enter into additional data processing terms for specific projects.
18) Governing Law & Dispute Resolution
- These Terms are governed by the laws of India.
- Courts of Indore, Madhya Pradesh shall have exclusive jurisdiction, subject to any mandatory arbitration or mediation requirements mutually agreed in an SOW/Order.
19) Notices
Formal notices must be sent by email with confirmation or by courier to the addresses exchanged in the SOW/Order. General inquiries can be made via the form below.
20) Changes to Terms
We may update these Terms from time to time. Changes are effective when posted on this page with the “Last updated” date above. Material changes to an ongoing SOW/Order will be handled by mutual written agreement.
21) Miscellaneous
- No waiver of rights is effective unless in writing.
- If any provision is unenforceable, the remainder will continue in effect.
- You may not assign or transfer your rights without our prior written consent; we may assign as part of a merger, acquisition, or sale of assets.