Terms of Service

1. Who you are contracting with

These Terms govern your use of CodeNest Studio (the "Platform") and the marketing services delivered through it. The supplier is [REGISTERED ENTITY NAME] — placeholder, replace before launch, registered in India at [REGISTERED ADDRESS, CITY, STATE, PIN] — placeholder (GSTIN [GSTIN] — placeholder), referred to here as "we" or "us".

By creating an account, paying for a plan, or signing an engagement agreement, you accept these Terms. If you are accepting on behalf of a company, you confirm you are authorised to bind it.

Where you have signed a separate engagement agreement with us, that agreement controls if it conflicts with these Terms.

2. What the service is

We provide marketing services and a software platform that runs them: website design and build, search optimisation, paid campaigns on Meta and Google, social content production, lead capture and routing, automated follow-up messaging, and — on plans that include it — an AI assistant that answers and qualifies inbound calls.

Your plan tier determines which services are available to you. Services are provisioned to your account by us; a service you have not been provisioned cannot be used, regardless of what marketing material describes.

3. No guaranteed results

We do not guarantee any specific number of leads, appointments, customers, revenue, search ranking, follower count, or advertising return. Any figure shown on our website, in a quote, in a growth score, or in a proposal is a directional estimate based on the information available at the time, not a promise.

Marketing outcomes depend on your market, your offer, your pricing, your ability to follow up, your advertising budget, and the policies of platforms we do not control. What we commit to is performing the work described in your plan and reporting the results to you honestly and continuously.

Nothing in this section limits liability that cannot be limited by law, including liability for fraud or for our own wilful misconduct.

4. Fees, taxes and refunds

Prices are stated in US dollars and exclude advertising spend. Advertising budgets are paid by you directly to Meta, Google or the relevant platform and are never included in our fees.

Monthly plans are billed each month in advance and continue until cancelled. Annual plans are paid once in advance for the twelve-month term. Access to services is provisioned after payment is received and, where an engagement agreement is required, after it is signed.

• Indian GST is charged where applicable. Where the supply qualifies as an export of service and the relevant conditions are met, it may be zero-rated; your invoice will state the treatment applied.
• Customers outside India are responsible for any withholding, sales, use or similar tax in their own jurisdiction.
• Fees for work already performed are non-refundable. Where you cancel an annual plan mid-term, we refund the unused portion less work performed and any third-party costs already committed on your behalf.
• You may cancel a monthly plan at any time before the next billing date. Cancellation stops future billing; it does not refund the current period.

5. Your responsibilities

Some obligations cannot be delegated to us, because they attach to you as the advertiser and as the business the customer is dealing with.

• You own the accounts we operate — your Meta Business account, ad account, website, domain, phone numbers and messaging accounts. You grant us access; we do not take ownership.
• You are responsible for the truthfulness of claims about your own business, products and pricing, and for any licence or registration your industry requires. Regulated sectors — credit repair, finance, healthcare, legal services — carry their own advertising rules that you must tell us about.
• You must have a lawful basis for contacting the people whose details you give us, and you must not upload lists obtained without consent.
• You are responsible for the content you approve. Where you approve a script, caption or advertisement, you accept it as your own commercial communication.
• You must keep your account credentials secure and tell us promptly if you believe they have been compromised.

6. Automated calling and messaging

This section matters more than its length suggests. Automated outreach is heavily regulated, and the liability generally lands on the business being advertised.

Where your plan includes the AI call assistant or automated messaging, you instruct us to contact people on your behalf. You confirm that each person contacted has given the consent required in their jurisdiction, and that you will honour opt-outs immediately and permanently.

• In the United States, calls and texts to consumers are governed by the Telephone Consumer Protection Act and state equivalents, which require prior express written consent for marketing calls placed with an automated system or artificial voice, and impose statutory damages per call or message. Do-not-call registry rules apply in addition.
• Email marketing must comply with the CAN-SPAM Act: accurate headers, a valid physical postal address, and a working unsubscribe that we action within ten business days.
• In India, unsolicited commercial communication is regulated by TRAI regulations, including registration and consent obligations for telemarketing.
• Our AI assistant identifies itself as an AI at the start of every call. This is built into the call script and cannot be switched off. It qualifies and books appointments only — it never negotiates price, never attempts to close a sale, and never promises an outcome.
• Message follow-ups stop on reply, on booking, or at a configured cap, and are suppressed during quiet hours in the recipient’s local time.
• We do not scrape Instagram, Facebook or any other platform. Leads come through official APIs — Meta Lead Ads and the platforms’ own messaging APIs — because scraping breaks those platforms’ terms and puts your accounts at risk.

7. Advertising spend controls

Where we run paid campaigns, you set a daily and monthly cap. That cap is enforced on our side at the moment a job runs, not merely displayed in the interface. If a job would exceed your cap it does not run.

Campaigns created by automation are created paused and require a human to start them. You remain responsible for the amounts you agree to spend with the advertising platforms directly.

8. Intellectual property

You keep ownership of your brand, your content and your data. On full payment for the relevant work, we assign to you the deliverables produced specifically for you — your website design and build, your creative assets and your copy.

We keep ownership of the Platform itself, our workflow engine, our templates, and anything we developed before or outside your engagement. Where a deliverable includes our pre-existing material, you receive a perpetual, non-exclusive licence to use it as part of that deliverable.

Unless you tell us otherwise in writing, we may describe the work publicly and use your name and logo as a reference.

9. Third-party platforms and AI

The service depends on platforms we do not control — Meta, Google, WhatsApp, payment processors, hosting providers and AI model providers. Their outages, policy changes, account restrictions and pricing decisions can affect delivery, and we are not liable for them.

Parts of the service generate content using artificial intelligence. AI output can be wrong. Anything published on your behalf goes through review, and you should treat AI-generated material as a draft until you have approved it.

10. Suspension and termination

You may terminate as described in the fees section. We may suspend or terminate your account for non-payment, for breach of these Terms, or where continuing would expose us or a platform we operate on to legal risk — for example, sending messages to people who have not consented.

On termination we stop the services, give you a reasonable window to export your data, and hand over the accounts that were yours to begin with. We may retain records we are required by law to keep.

11. Warranties and liability

We provide the services with reasonable skill and care. Beyond that, and to the maximum extent permitted by law, the Platform is provided "as is" without further warranty.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue or lost business opportunity. Our total aggregate liability arising out of or relating to the services is limited to the fees you paid us in the twelve months before the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party’s indemnity obligations, or to liability that cannot be excluded by applicable law — including, for consumers in some jurisdictions, statutory rights that cannot be waived.

12. Indemnity

You will indemnify us against claims arising from your content, your products or services, claims you asked us to make, contact lists you supplied, or your breach of the consent obligations in section 6. We will indemnify you against claims that the Platform itself infringes a third party’s intellectual property rights.

13. Governing law and disputes

These Terms are governed by the laws of India. The courts at [CITY], India have exclusive jurisdiction, subject to the arbitration clause below.

Any dispute that cannot be resolved within thirty days of written notice will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat is India and the language is English.

If you are a consumer, nothing here removes a right to bring proceedings in your place of residence, or to use a consumer forum available to you under local law — including, in India, the Consumer Protection Act, 2019.

14. Changes and contact

We may update these Terms. Material changes will be notified by email or in the client portal at least fourteen days before they take effect. Continuing to use the service after that means you accept them.

Questions about these Terms: legal@studiocodenest.com. Grievances under Indian law: [GRIEVANCE OFFICER NAME] — placeholder, grievance@studiocodenest.com, [REGISTERED ADDRESS, CITY, STATE, PIN] — placeholder.