Terms and Conditions

Last Updated: December 10, 2025

THOUGHT BISTRO LLP, a Limited Liability Partnership incorporated under the laws of India, having its principal place of business at Greater Kailash, New Delhi (hereinafter referred to as the "Company");

AND

The Client, being the entity or individual identified in the relevant Invoice, Sign-Up Form, or Insertion Order (hereinafter referred to as the "Client").

(Collectively referred to as the "Parties" and individually as a "Party").

WHEREAS: The Client wishes to engage the Company for digital marketing, creative production, or advertising services under one of the Company’s service models ("Revenue-in-a-Box", "Ad-In-A-Box", or "You-In-An-Ad"). By paying the Invoice or engaging the Services, the Client agrees to be bound by these Terms and Conditions.

1. Scope of Services

The specific services to be provided shall be determined by the package selected by the Client in the relevant Invoice or Order Form. The terms below apply to the respective packages:

1.1. "Revenue-in-a-Box" (Performance Model)

If the Client engages the Company for "Revenue-in-a-Box," the following scope applies:

  • Strategy & Production: The Company shall provide campaign strategy and produce ad creatives (e.g., 2 Video Ads, 3 Static Ads) as per the "Setup" package.
  • Execution: Campaigns are executed exclusively on the Company’s proprietary, pre-trained Meta (Facebook/Instagram) ad accounts. The Client has no direct access to these accounts.
  • Management: Continuous optimization of bids, audiences, and creative performance.
  • Reporting: Bi-weekly performance reports detailing spend and attributed revenue.

1.2. "Ad-In-A-Box" (Creative Deliverable Model)

If the Client engages the Company for "Ad-In-A-Box," the following scope applies:

  • Deliverables: The Company shall produce and deliver specific creative assets (Video/Static) as defined in the Invoice.
  • Handover: Unlike the Performance Model, these assets are delivered to the Client for use on the Client’s own ad accounts or organic channels.
  • No Management: This package is restricted to creative production only. It does not include ad account management, media buying, or performance optimization unless explicitly added as a separate line item.

1.3. "You-In-An-Ad" (Founder-Led Production Model)

If the Client engages the Company for "You-In-An-Ad," the following scope applies:

  • Concept: Production of high-fidelity video assets featuring the Client’s founder, spokesperson, or specific talent.
  • Production Logistics: Includes scripting, direction, and post-production. If an on-site shoot is required, the Client is responsible for providing venue access and permissions.
  • Client Attendance: The Client/Founder must be available for the scheduled shoot dates. Cancellations within 48 hours of a confirmed shoot may incur a Rescheduling Fee.

2. Commercial Terms

2.1. Fees & Payment

  • Campaign Setup/Production Fees: 100% Advance payment is required to commence any Creative Production (applicable to all packages).
  • Taxes: All fees are exclusive of GST, which will be charged additionally.

2.2. "Revenue-in-a-Box" Specific Commercials

  • Pre-Paid Wallet: The Client operates on a "Top-Up" model. The Client transfers a bulk amount to the Company, from which Ad Spend and Management Fees are deducted.
  • Management Fee: 20% of committed Ad Budget, covering ongoing campaign optimization is deducted from the Wallet (e.g., ₹10,000 Spend = ₹2,000 Fee).
  • Performance Commission:
    • Rate: 20% Flat Commission on Gross Revenue generated via the designated Shopify Affiliate Link/Coupon Code.
    • Billing: Invoiced ad hoc unless agreed upon in the final invoice.
    • No Clawback: Commission is earned upon sale booking. No refunds or adjustments are granted for subsequent returns, cancellations, or chargebacks.

2.3. Wallet & Budget Rules (Applicable to Managed Services)

  • Positive Balance: The Client must maintain a positive Wallet balance.
  • Automatic Pause: If the budget is exhausted, ads are paused immediately. The Company is not liable for performance dips caused by budget-related pauses.

3. Intellectual Property (IP)

3.1. Ownership of Creative Assets

  • Company Ownership: The Company retains full, exclusive ownership of all raw footage, project files, edit timelines, and final deliverables created under this Agreement.
  • License to Client:
    • For Revenue-in-a-Box: The Client is granted a license to use assets only within Company-managed campaigns. If the Client wishes to own the assets for use outside of this agreement (e.g., to run on their own ad account), a separate Licensing Fee will apply.
    • For Ad-In-A-Box / You-In-An-Ad: Upon full payment, the Client is granted a perpetual, non-exclusive license to use the Final Output (rendered video/image) for digital marketing purposes. This does not include the right to access raw project files or footage unless a separate "Buy-Out Fee" is paid.

3.2. Data & Pixels

  • Pixel Data: The Client & The Company retain joint ownership of all customer data and traffic captured by the Client’s Pixel on their website.

4. Client Obligations

4.1. Product Samples

  • Shipping: Client ships products to the Company’s studio at Client’s expense.
  • Disposal: Samples are considered consumed. Return requests must be made within 7 days of production completion, or items will be discarded.

4.2. Approvals

  • Approval Scope: Client approval is limited to the Strategic Direction and Offer (e.g., pricing, factual accuracy). The Company retains exclusive control over Creative Execution (scripting, acting, visuals, editing).

5. Term, Termination & Refunds

5.1. Refund Policy

  • Strictly Non-Refundable: All Setup Fees, Production Fees, and Ad Wallet Top-Ups are non-refundable. Funds transferred must be utilized for the Service.

5.2. Dormancy & Delays

  • Managed Services: If a Client's Ad Budget remains at zero (0) for 60 consecutive days, the campaign is deemed "Dormant" and marked as closed to preserve account health. Re-activation will incur a Re-Activation Fee.
  • Non-Managed Services (Production/Creative): In the event of a delay or suspension of work exceeding two (2) months caused by the Client, the Company reserves the right to re-evaluate the project terms. Continuation of services will be at the Company's sole discretion and may be subject to revised scheduling and pricing.

6. Indemnity & Limitation of Liability

6.1. Indemnity

The Client agrees to indemnify the Company against any claims, legal costs, or damages arising from:

  • The nature of the Client's product (e.g., health/medical claims, defects).
  • Copyright infringement regarding materials provided by the Client.

6.2. Limitation of Liability

  • No Guarantees: The Company does not guarantee specific ROAS, sales, or viral reach.
  • Platform Risk: The Company is not liable for ad account bans or restrictions imposed by platforms (Meta/Google) due to the Client's business model or landing page content.
  • Cap: Liability is limited to the Management Fees paid in the preceding one (1) month.

7. General Provisions

7.1. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of India. Any disputes shall be subject to the exclusive jurisdiction of the courts in Kolkata.

7.2. Entire Agreement

This document, along with the relevant Invoice/Insertion Order, constitutes the entire agreement between the Parties unless stated otherwise.