These Terms and Conditions apply when engaging the services of TravelGyaan. The client (“you”, “your”) means the person, company or other entity, buying the services from TravelGyaan. You agree that these Terms and Conditions (“Agreement”) and any subsequent terms and conditions issued by the TravelGyaan shall apply to all orders for the goods and the services made by you.
- CLIENT ACKNOWLEDGEMENTS: You acknowledge and agree that:
1.1. Quotes and estimates provided by TravelGyaan exclude GST.
1.1. TravelGyaan has the right to use work developed for you, as well as your company name and logo(s), in its promotional material, in the context of showing its portfolio of work and clients.
1.2. TravelGyaan endeavours to be thorough in checking all files before production, however you hold the ultimate responsibility for signing off all proofs as production-ready. Once you have signed off on a proof, TravelGyaan is not liable for any charges that may occur due to errors.
1.3. TravelGyaan can communicate with you and your staff through all methods of electronic communication, including by not limited to email (both individual emails and bulk emails including enewsletters), SMS, and any other communication method we deem useful for delivering our services and communication to you.
- CLIENT RESPONSIBILITIES: For the purposes of providing services, you agree:
2.1. To authorise TravelGyaan to edit content on your website, including by not limited to: creating new pages, new content, changing meta tags, title tags, creating and changing images, editing code, and any other changes for the purpose of fulfilling the services you have requested.
2.2. You will identify clearly to TravelGyaan the approval process required, if any, when TravelGyaan makes changes to website content. If no approval process is specified, TravelGyaan will act in good faith when making website changes, and will seek verbal or written approval for changes it deems you should be consulted on.
- INTELLECTUAL PROPERTY LIABILITY
3.1. You represent and warrant that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to TravelGyaan for inclusion on the website(s) are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend TravelGyaan and its subcontractors from any liability or suit arising from the use of such elements.
3.2. If you intentionally or unintentionally include the names of your competitors or trademarked terms in your website or advertising, you do so at your own risk and accept all liability associated with such action. Without limiting the above, TravelGyaan may, but is not obliged to, at any time and in its sole discretion, remove competitor names or trademarked terms from advertising campaigns.
- FEES: You agree to pay TravelGyaan any and all fee(s) for services provided.
4.1. Payments are due according to the terms specified on each invoice. If terms are omitted from any invoice, that invoice is due 20 days after the end of the month the invoice is dated for.
4.2. Setup Fees are due prior to the specified work beginning.
4.3. TravelGyaan reserves the right to delay starting work, or to pause existing work, if a payment is overdue. When payment is made, the normal work process will resume.
4.4. TravelGyaan reserves the right to refer any unpaid account to a Debt Collection Agency. Once the matter has been referred to a Debt Collection Agency, you will be liable for all collection fees including the Agency fees and commission(s) TravelGyaan would have to pay for this service.
5.1. All artwork, writing, designs, graphics and photographs that are created by TravelGyaan, are the property of TravelGyaan and protected under the copyright laws, until such time as the Client has settled all outstanding fees and accounts. At that time the Client will retain ownership of the material, unless the work carries a ©
copyright notice for TravelGyaan or other party, or where different copyright terms have been agreed to in writing.
5.2. All code developed or provided by TravelGyaan (including but not limited to HTML, CSS, PHP, SQL) is the property of TravelGyaan and protected under India copyright laws. When the Client has settled all outstanding fees and accounts the Client is granted a non-exclusive license to use the code.
- PLACING AN ORDER: You acknowledge and agree that:
6.1. Services can be ordered from TravelGyaan through a variety of methods including, but not limited to: signed contracts, order forms or quotes, email requests, online proposal acceptance and verbal requests.
6.2. Where a fixed quote is not provided for a job, both parties will act in good faith. TravelGyaan will track time spent on the work and charge an hourly rate.
- CANCELLATION OF SERVICES PRIOR TO COMPLETION
7.1. Once a signed agreement, quote or order has been accepted by TravelGyaan, you will be responsible for full payment of all Fees specified on the agreement, quote or order. If you cancel the services for any reason prior to completion (other than as a consequence of TravelGyaan material breach of this Agreement or under your rights in clause 8.5), all Fees specified shall be immediately due and payable. If a Minimum Term is specified for any service, the Fees for the remaining Minimum Term shall be immediately due and payable.
7.2. For any work undertaken where an agreement, quote or order has not been approved, or where one has been approved but the work is to be charged at an hourly rate, if you decide to cancel the requested work prior to completion, you must give notice of cancellation in writing. TravelGyaan will reconcile the hours worked, and will be entitled to payment for all outstanding Fees within 7 days.
- TERMINATION OF RECURRING SERVICES: You acknowledge and agree that:
8.1. Recurring services include any service where a fee is recurring, such as, but not limited to, website hosting, Search Engine Optimisation services (“SEO Services”), online advertising campaigns, or domain renewal. The recurrence may be monthly, bi-monthly, quarterly, half-yearly, annually, or any other recurrence frequency.
8.2. The recurring services supplied by TravelGyaan may have a term stated on the quote, agreement, contract or order form.
8.3. Where the term is a Fixed Term the services automatically terminate when the term is complete.
8.4. Where the term is a Minimum Term, or no term is stated, you must give written notice to TravelGyaan to terminate the services. The final day that the services will be provided (“Termination Date”) will be either the last day of the Minimum Term, or the last day of the month following the month the notice was received, whichever is later.
8.5. If any service is designated as having an Early Termination Option, or if the quote states that we will not hold you to the minimum term, you can cancel the service prior to the Minimum Term, without needing to pay for the remainder of the Minimum Term, and with no other financial penalty, provided that (i) You are genuinely
dissatisfied with either the results or TravelGyaan performance of the service; (ii) You discuss your dissatisfaction with TravelGyaan verbally; (iii) You then give TravelGyaan at least 21 days to fix the areas in which you are dissatisfied, and (iv) if, at the end of that period you are still genuinely dissatisfied, you give TravelGyaan 7 days written notice that the services are to be terminated. This clause supersedes clause 8.1.
8.6. Services are terminable by the client only in accordance with the above provisions
(8.1 – 8.5), or as a consequence of TravelGyaan material breach of this Agreement.
8.7. TravelGyaan may terminate this Agreement and access to the services, with or without cause of any type or nature, with 21 days’ notice.
8.8. All provisions of this Agreement that by their sense or nature should survive termination of this Agreement (including, without limitation, all limits of liability, indemnity obligations, and confidentiality obligations) shall so survive. In the event of any termination, you shall remain liable for any amount due for services delivered by
TravelGyaan prior to the Termination Date.
8.9. You must pay all Fees that accrue prior to the Termination Date.
- CLIENT ACKNOWLEDGEMENTS FOR SEO SERVICES: SEO Services are intended to provide your website with improved positioning in selected search engines. If engaging TravelGyaan for SEO Services you understand, acknowledge and agree that:
9.1. TravelGyaan HAS NO CONTROL OVER THE OVER THE POLICIES AND RANKING ALGORITHMS OF SEARCH ENGINES WITH RESPECT TO THE HOW THEY CHOOSE TO RANK WEBSITES IN SEARCH RESULTS, NOW OR IN THE FUTURE.
9.2. While it is unlikely that search engines will exclude a full site from search results, it is common for search engines to take some time before new websites are included in results, and it is very common that even established sites will not have all pages from the website included in search results.
9.3. TravelGyaan makes no representations, warranties or guarantees of any kind as to the level of sales, purchases, clicks, sales leads, search engine rankings or other performance that you can expect from the SEO Services provided by TravelGyaan.
9.4. Website search engine rankings can fluctuate any day, any time, and between different users because of on-going changes in the ranking algorithms, SEO efforts made by the competitors, and other factors.
9.5. Newly edited websites may experience a temporary boost in ranking for some targeted keywords for a short period of time, before the rankings settle to a lower level. This is known as ‘freshness boost effect’. You acknowledge that if this happens to your site, the subsequent drop in rankings is not poor performance by TravelGyaan, and is instead a common occurrence.
9.6. For the duration of this Agreement you agree not to engage any other SEO Services, whether one-off services or ongoing services, without written agreement from TravelGyaan in advance.
9.7. TravelGyaan is authorised to use of all your logos, trademarks, website images, and the like, on your website and other websites, to create content that TravelGyaan deems may be useful for search engine positioning and optimisation of your website(s).
- TravelGyaan Network: In order to perform its SEO Services TravelGyaan builds links from a variety of websites to its client’s websites. In addition to public websites accessible by anyone, TravelGyaan builds links from a collection of websites it calls the “TravelGyaan Network”. The TravelGyaan network includes sites that TravelGyaan owns, sites that TravelGyaan has access to, and client sites of TravelGyaan. If engaging TravelGyaan for SEO
Services you understand, acknowledge and agree that:
10.1. Your website will receive links from other sites in the TravelGyaan Network.
10.2. Your website will join the TravelGyaan Network, and as such, TravelGyaan is permitted to add hyperlinks on your website that point to other websites, provided that: (i) No link is made to a direct competitor’s website, without express written permission from you. (ii) The links are not created on any pages on your site that website visitors commonly view, unless you give express permission. (iii) Only one subtle link will be included in the footer of your site, which will not interfere with the user experience of your website visitors and will point to the page(s) that contain these links to other sites. (iv) You can require any link to be removed that you choose.
- EXCLUSIVITY: For SEO Services, if any keywords are agreed to be ‘Exclusive’ (“Exclusive Keywords”), a geographical region for this exclusivity (“Exclusive Region”) will be defined in writing. TravelGyaan warrants that it will not undertake any SEO Services for those Exclusive Keywords for any other company targeting the Exclusive Region, prior to termination of this Agreement.
ONLINE ADVERTISING SERVICES
- PAID ONLINE ADVERTISING: Online Advertising Services refers to all online advertising that has a direct cost for clicks, impressions or inclusion, which TravelGyaan organizes and/or manages on your behalf. This includes, but is not limited to, Google Ads and Facebook advertising (“Ads”). For these Ads you agree that:
12.1. You will agree with TravelGyaan on a budget for spending on the campaign. The agreed budget for spending on the Ads can be changed at your discretion whenever you choose, through either verbal or email instruction to TravelGyaan. TravelGyaan will confirm with you when the changes will applied.
12.2. TravelGyaan will state clearly whether prices quoted include the cost of the Ads or whether it is only for management fees. If the costs of the Ads are not included you will need to pay these directly to the companies that own the publishing networks, such as, but not limited to, Google and Facebook (“Publishers”).
12.3. Where TravelGyaan prices include the costs of Ads, if the portion of Fees allocated for Ads spend is not fully spent in a given period, the remaining amount will be added to the Ads spend allocated for the next period. If the Ads portion is overspent for a given period, the overspend is subtracted from the Ads spend allocated for the next period.
12.4. TravelGyaan reserves the right to modify Ads, including the associated keywords, target geographies and Publishers, consistent with your objectives, at any time.
12.5. While TravelGyaan will take all reasonable efforts to promote the various products and services that you have selected to promote, it makes no guarantee – financial or otherwise – that all such products and services will be advertised, particularly if advertising all such products and services would result in exceeding the campaign
budget you have set.
12.6. You may select certain individual words or word phrases (“Keywords”) to be used in the campaign. While TravelGyaan will take all reasonable efforts to promote these Keywords at the Publishers, it makes no guarantee – financial or otherwise – that all Keywords will be advertised, particularly if advertising all Keywords would result in
exceeding the campaign budget or produce low quality results. TravelGyaan is permitted to choose Keywords to add to the campaigns that it believes may benefit you.
12.7. You agree that the rules for displaying Ads when certain Keywords are entered by a user at a Publisher are controlled by the Publisher and as such, you agree that TravelGyaan makes no guarantee – financial or otherwise – about when or where Ads will be displayed when certain Keywords are entered by a user at a Publisher.
12.8. You agree that, while TravelGyaan will use its best efforts to place Ads in the target geographies specified by you, TravelGyaan does not control the system that displays the Ads and, as such, cannot guarantee that your Ads will only or primarily be displayed to people in the target geographies. You acknowledge that Publishers may use varying means to detect where people are located when determining whether to display an Ad, including, but not limited to: (i) IP targeting; (ii) user registration information; and (iii) explicit geographic search queries made by the user.
12.9. Upon termination of online advertising services, any advertising accounts that have been created and owned by TravelGyaan remain the property of TravelGyaan. Likewise, any landing pages created in the TravelGyaan landing page system (displayed at a sub-domain of your website) remain the property of TravelGyaan and will be disabled. You are permitted to copy the landing pages before the campaigns finish if you wish.
WEBSITE HOSTING SERVICES
- DISK SPACE: Hosting accounts are allocated a disk space allowance. This allowance varies depending on the hosting package you purchase. Should your account exceed the allocated amount your website may stop working. We will provide pricing for upgrading your hosting package to a larger disk space allowance.
- TRAFFIC: TravelGyaan does not set arbitrary limits on the amount of visitor traffic a website can receive. However, if your monthly website traffic is considerably higher than expected for two or more consecutive months, TravelGyaan reserves the right to renegotiate the hosting plan charges, in good faith, to a higher rate.
- GUARANTEED BACKUPS: When hosting your website with TravelGyaan, TravelGyaan guarantees to backup your data that is stored on the web servers. Data that will be backed up includes website files and SQL databases. The guarantee does not include emails stored on a mail server. The backups are for the purpose of enabling the
website to be restored to a recent functional version.
15.1. If a disaster occurs and data needs to be restored from the backup for the website to be functional again, reasonable time must be allowed for the restoration.
15.2. If a disaster occurs and the data is not backed up, and the website is left in a non-functional state, the penalty for TravelGyaan will be limited to (i) restoring and/or rebuilding the website to a state that is comparable to the website’s functionality anytime in the one month prior to the disaster, at no cost to you, and (ii) providing free website hosting to you for that website for the following 12 months.
- NOT FOR ARCHIVE STORAGE: Website hosting accounts with TravelGyaan are not to be used for archives of files that consume more than 100MB. If files that TravelGyaan deems fall into this category, are found on the hosting account we will give you 7 days’ notice to remove the files. If you do not remove the files TravelGyaan reserves the right to delete the offending files.
- NON-PAYMENT: If your website or DNS is hosted with TravelGyaan and payment for your website hosting, or any other service by TravelGyaan, is overdue TravelGyaan will send a warning notice. If the account remains overdue 7 days later a second warning notice will be sent. If any part of your account with TravelGyaan remains overdue 14 days after the second warning notice, TravelGyaan reserves the right to suspend your hosting account and DNS. This means that your website will stop working and, potentially, your emails might stop working too. Your website data will be protected and the website reinstated when the account is paid. If the account remains overdue for 60 days after the second notice is sent, the hosting service will be terminated and TravelGyaan reserves the right to delete all your data from its servers.
- DATA RETENTION: TravelGyaan shall not be responsible for retaining any of your data after account termination. After the account is terminated all data may be deleted from the servers and from back-ups during scheduled back-up rotation. TravelGyaan is under no obligation to restore, provide on any storage media or send out any data pertaining terminated accounts.
OTHER IMPORTANT LEGAL STUFF
- INDEMNIFICATION: You, the client, agree to defend, indemnify and hold TravelGyaan, its sub-contractors, partners, and the respective directors, officers and employees of each, harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of or relating to your breach of any of these Terms or use by you or any third party of the services, except to the extent the foregoing directly result from TravelGyaan’ own gross negligence or willful misconduct. TravelGyaan reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, the client.
20.1. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
20.2. This Agreement and the relationship between you and TravelGyaan shall be governed by the laws of India. Any action by either party hereto arising out of or in connection with this Agreement or the Service shall be brought in a court of competent jurisdiction located in India.
20.3. Nothing in this Agreement gives rise to or is intended to give rise to a relationship between TravelGyaan and you of employee and employer, principal and agent or partnership.
20.4. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
20.5. You may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of TravelGyaan.
20.6. TravelGyaan reserves the right to assign subcontractors to services.
20.7. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
20.8. No provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.
- LIMITED LIABILITY: In no event shall TravelGyaan be liable to you for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided
herein. TravelGyaan makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
- CONFIDENTIALITY: The parties agree to hold each other’s proprietary or confidential information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, notes, or financial
information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is
independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as
specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party.
- FORCE MAJEURE: Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party’s reasonable control and that such party is unable to overcome
through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimise the impact of the event.