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. SEO Responsibility in Website Development
a) Basic SEO Only: The SEO services included with website development from Grocito are strictly limited to basic SEO configuration for the main domain homepage/index page only. This covers: Placement of default meta tags (such as title, description, and keywords) in the index or main template file, Basic page-level setup based on the launch version of the site, Submission of the website to Google Search Console (Optional).
b) No Internal Page or Advanced SEO: Grocito’s basic SEO does not include keyword research, on-page optimization, meta data configuration, or SEO technical setup for internal/sub-pages. The scope and method of internal page SEO vary greatly depending on the technology stack (e.g., static website vs. CMS vs. SPA frameworks) and are not included by default.
c) To receive advanced or ongoing SEO services: including but not limited to: SEO audits, keyword research, page-by-page optimization, content improvement, technical SEO, link building, analytics/reporting, or extensive setup across the entire site - the client must contact Grocito’s sales team to request a separate proposal and quotation for “Advanced SEO.” These services incur additional charges and are not covered under standard website packages. Any work beyond the agreed scope will require a new Change Order and may incur additional fees.
d) Client Implementation: If the client makes structural, content, or code changes after project go-live, Grocito is not responsible for the ongoing SEO performance or configuration of the website, unless a separate maintenance or SEO agreement exists.
e) Limitation of Outcome: Grocito does not guarantee specific rankings, traffic increases, or search engine placement as part of any SEO service.
5.C. 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 Period, Conditions & Limitations: Free hosting is offered only for a limited period, determined according to the nature of the project, and may range from 1 month up to a maximum of 12 months. The eligibility period shall be explicitly specified in the official quotation or agreement; no verbal communication or informal promise will be valid.
Free hosting is restricted to one time per client and offered to limited customers solely at the discretion of Grocito’s sales team.
Grocito reserves the right to cancel or suspend free hosting at any time to manage server load, business needs, or on giving the client 15 days’ written notice to procure alternate hosting or server.
If the client wishes to migrate or transfer the project from Grocito’s server to their own hosting/server, Grocito may charge a migration fee, dependent on project complexity and work required, before processing the transfer.
Free hosting is suitable only for basic websites or the initial project phase and is subject to limited storage, bandwidth, and server resources as stated in the quotation. Exceeding these limits will require an upgrade to a paid hosting plan or transfer off the Grocito platform.
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 Technology & Provider: Grocito may provision hosting on any type of technology or provider, including but not limited to Web Hosting, Cloud Hosting, VPS, Dedicated Server, or AWS and other third-party platforms. The choice of platform, configuration, and hosting provider is at the sole discretion of Grocito.
The client cannot require Grocito to use or deploy on a specific hosting environment or vendor. Requests to use a particular provider may only be considered under a separately scoped agreement and may incur additional cost or require operational reviews.
7.8. Hosting Service Level (For Paid Hosting): For paid hosting services facilitated by Grocito, the Company targets 99.5% uptime monthly, excluding planned maintenance windows, force majeure events, and any external dependencies outside Grocito’s control (e.g., upstream provider outages).
Grocito does not provide specific performance guarantees, security guarantees, or support commitments beyond the general scope and SLA mentioned in the official quotation.
The Company may, at its discretion, initiate measures for traffic management, resource limitations, or security protocols as necessary for the stable operation of its hosting environment.
7.9. 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 and content. Grocito is not liable for data loss caused by client-side errors, corruption, third-party systems, or factors beyond Grocito’s operational control.
7.10. 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.
7.11. Project Migration Requests: A client may request in writing to migrate/transfer their project from Grocito’s hosting/server to their own/organizational hosting/server at any time. In this event:
Grocito may charge a migration or service transfer fee based on the work required for site/app packaging, data export, compatibility checks, and file logistics.
The Client must ensure their hosting/server is fully set up and ready for deployment, including installation of all required extensions, plugins, environmental dependencies, SSH/terminal access, and all necessary administrator permissions.
Grocito’s responsibility is strictly limited to the act of project migration/transfer. The Company will not provide hosting/server setup, operating system configuration, software installation, network setup, or ongoing server management for third-party environments unless expressly agreed in a separate scope.
Once the project has been migrated/handed over, Grocito takes no responsibility for the stability, security, performance, or further maintenance of the project on the new environment. If the client or their agents or their developer or local admin or network admin or server company make any changes (structural, content, or code) after the transfer, Grocito reserves the right to terminate any ongoing maintenance and support, and is not liable for any loss or issues arising from post-transfer modifications.
These points will ensure your terms are clear:
Free hosting is time-limited, only in writing, at Grocito’s discretion, and may be canceled with notice.
Technology selection rests solely with Grocito.
Paid hosting/SLAs are at Grocito’s terms.
Project/server migration is a paid, one-time handover; Grocito has no further technical responsibilities post-transfer.
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. TERMS, AND CONDITIONS FOR FREEBIES OFFERED BY GROCITO
10.1. Freebie Inclusions: Any free items, services, or features (“freebies”) provided by Grocito with the current project are offered at Grocito’s sole discretion and are not part of the core deliverables or contractual obligations. Freebies may include (but are not limited to): complimentary features, add-on tools, limited-duration service extensions (e.g., free hosting, domain, or support), plugins, basic content/design elements, or initial promotional credits.
10.2. Limited Term and Usage: Freebies are provided for a limited period, quantity, or usage as expressly stated in the project quotation or proposal. If no duration or description is specified in writing, they are deemed to be one-time or limited-use only. Freebies are intended solely for the current project and cannot be transferred, exchanged for cash, credited, or used in other projects or accounts.
10.3. Exclusivity and Eligibility: Freebies may only be granted to specific clients or projects as determined by Grocito. Grocito reserves the right to withdraw, suspend, restrict, or discontinue any freebie at any time without prior notice if operational or business requirements necessitate, or if terms are abused. No verbal or informal promise of freebies is valid; only officially documented freebies in a signed proposal/quotation apply.
10.4. No Warranty, Guarantee, or Continued Support: Freebies are provided “as-is” with no warranty, guarantee, maintenance, updates, or technical support beyond what is expressly stated in writing. Future updates, troubleshooting, or continued use of the freebie may require purchase of a paid plan or service.
10.5. Liability Limitation: Grocito is not liable for any issues, damages, or loss (including downtime or data loss) arising from the use, misuse, or discontinuation of any freebie. Grocito’s liability is always limited to the terms and maximum caps set in the Master Services Agreement (MSA).
10.6. Intellectual Property and Attribution: Unless otherwise stated, all intellectual property and branding associated with the freebie remains the sole property of Grocito or its licensors. Where applicable, Grocito reserves the right to display attribution, such as “Powered by Grocito” or similar branding, on freebies.
10.7. Cancellation and Upgrade: Grocito may, at its discretion, require the client to upgrade to a paid version or discontinue usage of the freebie with reasonable notice (usually not less than 7–15 days). Upon cancellation or expiry of the freebie period, all associated data, access, or benefits may be revoked without further obligation.
10.8. Change of Terms and Offerings: Grocito reserves the right to modify, add, or remove freebie offerings, their terms, or eligibility criteria at any time without prior notice.
11. SUPPORT & MAINTENANCE TERMS
11.1. Scope of Support: Support services may include bug fixes, minor content changes, and technical assistance during standard business hours.
11.2. 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.
11.3. Duration of Services: The duration of Support & Maintenance (e.g., 1, 3, 6, or 12 months) is specified in the official quotation.
11.4. 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.
11.5. Support Channels: Support can be requested via email, our ticketing system, or other channels as defined in your plan.
11.6. Exclusions from Support: Standard support does not cover major feature additions, redesigns, or issues caused by third-party services or unauthorized modifications.
11.7. Client-Induced Changes & Limitation of Responsibility: Once the project has been launched (“go-live”) or formally handed over to the Client (including source files or access credentials or CMS, or server-level access), Grocito shall not be held responsible for any issues arising due to changes made by the Client or any third-party acting on their behalf, including: Structural modifications (page layout, code dependencies, routing), Content changes (text, image, video, or format updates), Installation or deactivation of plugins, packages, extensions, themes, or modules, Alteration of server configuration settings, DNS records, or backend logic. In such cases, Grocito reserves the right to immediately suspend, cancel, or terminate any ongoing services, maintenance plans, SLAs, or warranties.
If the Client requests Grocito to fix or repair damages caused by such modifications, Grocito may:
a) Charge additional recovery or service fees based on the scope of the issue; or
b) Deny service entirely, depending on the complexity, risk, or feasibility of resolution.
11.8. Termination of Support: Support services may be terminated due to non-payment, breach of terms, or the end of the agreed support period.
12. CONFIDENTIALITY & DATA PROTECTION
12.1. Confidential Information: Both parties agree to hold all non-public information received from the other in strict confidence.
12.2. 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.
12.3. Duration: The obligation of confidentiality survives the termination of this Agreement for five (5) years.
12.4. 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.
13. CANCELLATION & TERMINATION
13.1. 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.
13.2. Company-Initiated Termination: We may terminate this Agreement with immediate effect if the Client breaches any material term or fails to make timely payments.
13.3. 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.
14. LIABILITY AND INDEMNIFICATION
14.1. 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.
14.2. No Indirect Damages: Neither party shall be liable for any indirect, special, or consequential damages, including loss of profits or data.
14.3. 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.
14.4. 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.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1. Governing Law: This Agreement is governed by the laws of India.
15.2. Jurisdiction: The parties agree that the courts in Jaipur, Rajasthan, India, have exclusive jurisdiction.
15.3. 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.
15.4. 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.
16. 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 5 business days. 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.
17. GENERAL PROVISIONS
17.1. Force Majeure: Neither party is liable for failure to perform due to events beyond its reasonable control.
17.2. 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.
17.3. 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.
17.4. No Waiver: A party's failure to enforce any provision of this Agreement shall not be considered a waiver of that provision.
17.5. 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.
17.6. 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.
17.7 Amendment of Terms: Grocito may update or modify these Terms & Conditions from time to time to reflect changes in law, technology, or our business practices. Any material changes will be communicated to the Client via email or our official communication channels. Continued use of our Services after the effective date of the updated Terms shall constitute acceptance of the changes.
