Last Updated: July 18, 2025
This Master Services Agreement ("Agreement") is entered into by and between:
Grocito Online Private Limited (hereinafter referred to as the "Company," "we," "us,", "Grocito," or "our"), a company with its principal place of business in Dausa, ROC-Jaipur, Rajasthan, India.
AND
The Client (hereinafter referred to as the "Client," "you," or "your"), the individual or entity engaging the Company for professional services.
This Agreement governs all services provided by the Company to the Client, including those detailed in any Project Proposal. By engaging the Company, you confirm that you have read, understood, and agree to be legally bound by these terms. This Agreement supersedes all prior discussions and writings.
1. DEFINITIONS
Services: All work provided by the Company, including but not limited to website design and development, application (app) design and development, digital marketing, UI/UX design, hosting, consulting, and support.
Project Proposal: A formal document or written communication from the Company detailing the scope of work, deliverables, timeline, and fees for a specific project.
Deliverables: The final, tangible outputs of the Services as specified in the Project Proposal (e.g., website source code, compiled application, design files, marketing reports).
Client Content: All materials provided by the Client, including text, images, logos, branding guidelines, data, and access credentials.
Company IP: All pre-existing intellectual property owned by or licensed to the Company, including our proprietary source code, software, tools, frameworks, methodologies, and know-how.
Custom IP: The unique design elements and custom code created by the Company specifically for the Client's project as part of the Deliverables.
Change Order: A formal written request to alter the scope of work defined in an active Project Proposal.
2. SCOPE OF SERVICES & CHANGE ORDERS
2.1. Project Proposal: All Services shall be governed by a Project Proposal, which becomes binding upon the Client's written acceptance or payment of the initial deposit.
2.2. Change Orders: Any work requested by the Client that falls outside the agreed-upon scope will require a Change Order. The Company will evaluate the request and provide a revised estimate for cost and timeline adjustments. No out-of-scope work will commence until the Client approves the Change Order in writing.
2.3. Timeline Suspension: If the Client fails to provide required content, approvals, or feedback within the stipulated timelines, the Company may pause the timeline. Delivery and milestone dates will be adjusted accordingly, and Grocito shall not be liable for delays caused by such inaction.
3. CLIENT OBLIGATIONS & RESPONSIBILITIES
3.1. Provision of Materials: The Client agrees to provide all necessary Client Content in a timely manner. The Company is not responsible for delays caused by the Client's failure to do so.
3.2. Feedback and Approvals: The Client shall provide feedback, revisions, and approvals within five (5) business days of a request. Failure to do so may result in project delays and potential cost adjustments. If no feedback is provided within this period, the submitted work will be deemed approved.
3.3. Designated Contact: The Client will appoint a single, authorized point of contact to streamline communication and decision-making.
3.4. Legal Compliance: The Client warrants that all Client Content is lawful, owned by the Client or properly licensed, and does not infringe upon the intellectual property or other rights of any third party.
3.5. Compliance with Third-Party Licenses: The Client warrants that any third-party assets (tools, plugins, fonts, APIs, etc.) they provide or request to be used are properly licensed and authorized. The Client shall indemnify the Company for any liabilities arising from unauthorized use.
4. PROHIBITED CONTENT AND ACTIVITIES (ACCEPTABLE USE POLICY)
The Client agrees not to provide, request, or use the Services or Deliverables to host, display, upload, modify, publish, transmit, or share any information that:
Violates Ownership Rights: Belongs to another person and to which the Client does not have any right.
Is Harmful or Unlawful: Is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, harassing, libellous, racially or ethnically objectionable, or otherwise illegal in nature.
Is Misleading or Fraudulent: Impersonates another person or misleads the addressee about the origin of a message.
Promotes Hate or Violence: Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognisable offence.
Harms Minors: Is harmful to children in any way.
Infringes Intellectual Property: Infringes any patent, trademark, copyright or other proprietary rights.
Contains Malicious Software: Contains software viruses or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource.
Violates Applicable Laws: Contravenes any law for the time being in force.
5. SERVICE-SPECIFIC TERMS
5.A. Digital Marketing Services
Scope: Services may include SEO, SEM, SMM, Email Marketing, Content Creation, and Performance Reporting.
Content Ownership: Upon full payment for the service period, the Client owns the rights to all content created for them. We retain the right to showcase non-confidential work in our portfolio.
Revisions: The Client is entitled to two (2) rounds of revisions per content piece, to be requested within seven (7) days of delivery. Additional revisions may incur extra charges.
Performance Disclaimer: While we strive for optimal results, we do not guarantee specific outcomes, rankings, or ROI due to the dynamic nature of digital platforms.
Third-Party Platforms: The Client agrees to the terms of any third-party platforms used (e.g., Google Ads, Meta) and is responsible for all associated ad spend and fees.
5.B. App Store & Play Console Terms
Submission Responsibility: The Client is responsible for providing accurate information for app submission. We assist in preparing and submitting the app, but final approval lies with Google and Apple.
Developer Accounts: The Client must provide access to their respective developer accounts. We do not create or manage developer accounts unless explicitly agreed upon.
Compliance: The Client is ultimately responsible for ensuring the app complies with all Google Play Store and Apple App Store policies.
Review & Approval: We are not liable for delays or rejections caused by non-compliance or other issues beyond our direct control. Support for resolving issues flagged during review may incur additional charges.
Fees: The Client is responsible for all fees associated with developer accounts, app submissions, or in-app purchases.
Deliverable Use Limitations: The Client may use final Deliverables solely for their internal operations unless explicitly agreed. Resale, sublicense, redistribution, or commercial sharing of Deliverables to third parties is prohibited unless otherwise stated in writing.
6. INTELLECTUAL PROPERTY, SOURCE CODE & THIRD-PARTY INTEGRATIONS
6.1. Ownership of Company IP: The Company retains full and exclusive ownership of all Company IP.
6.2. Ownership of Source Code: Upon the Company's receipt of full and final payment, ownership of the Custom IP, including the final deliverable source code, is transferred to the Client. Until then, all rights remain with the Company.
6.3. License to Client: Upon full payment, the Client is granted a perpetual, non-exclusive, non-transferable license to use any Company IP embedded within the final Deliverables.
6.4. Right to Showcase: We retain the right to display the completed project in our portfolios and marketing materials unless a separate NDA prohibits it.
6.5. Code Reuse: We reserve the right to reuse generic, non-proprietary components, modules, or frameworks developed during the project in future work.
6.6. Third-Party Integrations: The project may involve integrating third-party APIs, plugins, or SDKs. The Client consents to their use and is responsible for any separate licensing fees and for adhering to their terms. We are not liable for the performance, security, or reliability of third-party services.
6.7. Restrictions on Company IP: The Client shall not remove attributions, reverse engineer, decompile, or attempt to extract Company IP from the Deliverables or reuse it outside the intended scope.
6.8. Transition Assistance Upon Termination: Upon termination and upon written request, the Company will provide reasonable transition assistance to the Client, including file handover or system export, subject to additional mutually agreed fees.
7. HOSTING, SERVER & DOMAIN SERVICES
7.1. Client Responsibility: Unless otherwise arranged, the Client is responsible for purchasing and maintaining their own hosting, server services, and domain names.
7.2. Grocito-Facilitated Services: If hosting or domain services are arranged by the Company, the Client agrees to pay all applicable charges in advance.
7.3. Free Hosting Branding: If the Company provides free hosting, we reserve the right to display a note such as “Website Maintained and Developed by Grocito” or similar branding in the website footer.
7.4. Free Hosting Branding & Limitations: Free hosting includes limited storage and bandwidth, suitable for basic websites, applications, or the initial phase of your project. If your project exceeds the allocated storage or bandwidth limits, you may be required to upgrade to a paid hosting plan. We will notify you if your project is approaching or exceeding the defined limits. For detailed information about your current storage and bandwidth usage, you may raise a general enquiry at https://myaccount.grocito.com. If no action is taken by you within 7 days of receiving such notice, we reserve the right to terminate the hosting service without further liability.
7.5. Renewals: The Client is responsible for the timely renewal of all hosting and domain services. Failure to renew may result in suspension or permanent deletion of hosted content.
7.6. Termination of Hosting: Upon termination of hosting services, all hosted data will be retained for a grace period of fifteen (15) days before permanent deletion.
7.7. Hosting Service Level (For Paid Hosting): For paid hosting services facilitated by Grocito, the Company targets 99.5% uptime monthly, excluding planned maintenance windows and force majeure events.
7.8. Backup Policy (For Paid Hosting): Data backups are performed daily for paid hosting plans. Clients should maintain an independent backup plan for mission-critical data. The Company is not liable for data loss caused due to client-side error or third-party systems.
7.9. Auto-Renewal (For Hosting & Support Plans): Unless otherwise agreed, all recurring services such as hosting, maintenance, and support are set to auto-renew at the end of the term. Either party can opt out by giving written notice 15 days before renewal.
8. FEES, INVOICING, AND PAYMENT
8.1. Pricing and GST: All fees will be detailed in the Project Proposal and are exclusive of Goods and Services Tax (GST). 18% GST will be charged as applicable under Indian law.
8.2. Invoicing & Payment Terms: Invoices will be issued per the project schedule and are due within fifteen (15) days of the issue date.
8.3. Late Payments: A late fee of 2% per month will be applied to all overdue amounts.
8.4. Suspension of Work: We reserve the right to suspend all Services and withhold all Deliverables if any payment is overdue.
8.5. No Refunds: All fees paid to the Company are strictly non-refundable.
8.6. Payment Methods: Grocito accepts payment via Grocito QR, UPI, NEFT, IMPS, and Online via Razorpay.
9. TESTING, ACCEPTANCE, AND WARRANTY
9.1. Testing: We will conduct thorough testing to ensure Deliverables function correctly as per the Project Proposal.
9.2. User Acceptance Testing (UAT): The Client has ten (10) business days from delivery to conduct UAT and report any bugs or deviations ("Bugs").
9.3. Acceptance: The project is deemed accepted upon the Client's written approval or the expiry of the UAT period if no critical Bugs are reported.
9.4. Limited Warranty: We provide a thirty (30) day warranty from the project launch date to rectify any Bugs from the original scope. This warranty is void if the Client or a third party modifies the Deliverables.
10. SUPPORT & MAINTENANCE TERMS
10.1. Scope of Support: Support services may include bug fixes, minor content changes, and technical assistance during standard business hours.
10.2. Maintenance Services: Maintenance (offered under a separate agreement) may include regular updates, security patches, and backup management. Detailed scope, terms, and duration of maintenance must be defined in a separate Maintenance Agreement or addendum and is subject to upfront payment.
10.3. Duration of Services: The duration of Support & Maintenance (e.g., 1, 3, 6, or 12 months) is specified in the official quotation.
10.4. Response & Resolution Time: We aim for a response time of 24–48 business hours and a resolution time of up to 5 business days, depending on issue complexity. Critical issues are prioritized.
10.5. Support Channels: Support can be requested via email, our ticketing system, or other channels as defined in your plan.
10.6. Exclusions from Support: Standard support does not cover major feature additions, redesigns, or issues caused by third-party services or unauthorized modifications.
10.7. Termination of Support: Support services may be terminated due to non-payment, breach of terms, or the end of the agreed support period.
11. CONFIDENTIALITY & DATA PROTECTION
11.1. Confidential Information: Both parties agree to hold all non-public information received from the other in strict confidence.
11.2. Data Protection: We handle personal data in accordance with India's Digital Personal Data Protection Act, 2023 (DPDPA). The Client is responsible for ensuring their use of the Deliverables complies with all applicable data protection laws.
11.3. Duration: The obligation of confidentiality survives the termination of this Agreement for five (5) years.
11.4. Data Security: The Company will implement industry-standard technical and organizational measures to secure the Client’s data against unauthorized access, destruction, or disclosure. However, no system is immune to breach or disruption, and the Company disclaims liability for security incidents beyond its control.
12. CANCELLATION & TERMINATION
12.1. Client-Initiated Cancellation: Should the Client cancel, written notice is required. The Client is liable for payment for all work completed, plus a cancellation fee of 20% of the remaining contract value.
12.2. Company-Initiated Termination: We may terminate this Agreement with immediate effect if the Client breaches any material term or fails to make timely payments.
12.3. Project Abandonment: If the Client is unresponsive for thirty (30) consecutive days, we may deem the project abandoned, terminate the contract, and forfeit all payments.
13. LIABILITY AND INDEMNIFICATION
13.1. Limitation of Liability: Our total cumulative liability under this Agreement shall not exceed the total amount paid by the Client to us under the applicable Project Proposal.
13.2. No Indirect Damages: Neither party shall be liable for any indirect, special, or consequential damages, including loss of profits or data.
13.3. Indemnification: The Client agrees to indemnify and hold harmless the Company from any claims or liabilities arising from the Client Content or the Client's use of the Deliverables.
13.4. Third-Party Violations: The Client shall indemnify the Company against any losses or liabilities caused by third-party claims related to unauthorized use of third-party IP, tools, or content integrated or requested by the Client.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1. Governing Law: This Agreement is governed by the laws of India.
14.2. Jurisdiction: The parties agree that the courts in Jaipur, Rajasthan, India, have exclusive jurisdiction.
14.3. Dispute Resolution: Parties agree to first attempt resolution through good-faith negotiation. If unresolved within 30 days, the dispute shall be referred to binding arbitration in Jaipur under the Arbitration and Conciliation Act, 1996.
14.4. Internal Escalation Process: Before initiating third-party arbitration, both parties agree to escalate the dispute to their respective senior managers for a good-faith resolution attempt within seven (7) business days.
15. GRIEVANCE REDRESSAL MECHANISM
a) For general questions or technical support, please contact Grocito Support via Email at support@grocito.com or call at +919672345662 or WhatsApp at +918058645555.
b) In case of any grievances, technical issues, or complaints, please promptly raise the issue with our support team. Our team will review your issue and aim to resolve it within our turnaround time of 24 hours. If you are not satisfied with the resolution, you may contact the designated Grievance Officer at grievance.officer@grocito.com.
c) The Grievance Officer shall attempt to acknowledge your grievance within 48 (forty-eight) hours and will aim to resolve all grievances within fourteen (14) business days from the date of final response. In exceptional cases, this may extend to the statutory maximum of one (1) month. You agree to provide all necessary information to the Grievance Officer to enable resolution.
16. GENERAL PROVISIONS
16.1. Force Majeure: Neither party is liable for failure to perform due to events beyond its reasonable control.
16.2. Non-Solicitation: During this Agreement and for one (1) year after, the Client agrees not to solicit any of the Company's employees or contractors.
16.3. Notices: All official notices must be sent in writing to the addresses specified in the Project Proposal or via email and are deemed given upon receipt.
16.4. No Waiver: A party's failure to enforce any provision of this Agreement shall not be considered a waiver of that provision.
16.5. Independent Contractor: This Agreement does not create an employer-employee, agency, partnership, or joint venture relationship. The Company is an independent contractor and retains discretion over the performance of its services.
16.6. Entire Agreement: This Agreement, with any Project Proposal, constitutes the entire agreement between the parties. Any amendments must be in writing and signed by both parties.
