Terms & Conditions

1. Nature of Engagement

This engagement is between Mantle International (a brand of PRATN Research Private Limited, hereinafter referred to as the "Service Provider") and the Client. The relationship between the Service Provider and the Client is strictly that of an independent contractor and principal. Nothing in these Terms shall be construed to create, imply, or establish any employer-employee, partnership, joint venture, or agency relationship between the parties.

Each party shall be solely responsible for its own employees, agents, and representatives, including their compensation, benefits, and tax obligations. Neither party has the authority to bind or obligate the other party in any manner without prior written consent.

2. Scope of Services

Mantle International will perform the services outlined in the applicable proposal, statement of work, or written agreement with due skill, care, and professionalism consistent with industry standards. The specific deliverables, timelines, and scope of each engagement shall be defined in the relevant proposal document, which, once accepted by the Client, shall form part of these Terms.

Any services not explicitly included in the agreed proposal are outside the scope of the engagement. Requests for additional services or modifications to the agreed scope shall be subject to a separate written agreement and may incur additional fees.

3. Limitation of Liability & Business Outcomes

The Client acknowledges and agrees that business outcomes — including but not limited to revenue growth, footfall, customer acquisition, engagement levels, conversion rates, brand awareness metrics, return on ad spend, search engine rankings, social media follower counts, and any other performance indicators — depend on a wide range of external variables over which Mantle International has no control. These variables include, but are not limited to:

• Prevailing market conditions, economic climate, and competitive landscape.
• Platform algorithms, policy changes, and feature updates by third-party platforms (including but not limited to Meta, Google, Instagram, YouTube, LinkedIn, X/Twitter, and TikTok).
• Client-side execution, including product quality, pricing, customer service, operational capacity, and internal decision-making.
• Consumer behaviour, seasonal trends, and broader industry dynamics.
• Regulatory changes, government policies, and compliance requirements.

Mantle International shall not be liable for failure to achieve any specific business outcome, metric, or target. Furthermore, Mantle International shall not be held liable for any indirect, incidental, special, consequential, punitive, or exemplary damages that may arise from campaign performance, content production, strategy recommendations, or any other aspect of the services rendered — including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, or business interruption, regardless of whether such damages were foreseeable or whether Mantle International was advised of the possibility of such damages.

The total aggregate liability of Mantle International under these Terms shall in no event exceed the total fees actually paid by the Client for the specific services giving rise to the claim during the three (3) months immediately preceding the event giving rise to such liability.

4. Third-Party Costs & Vendor Payments

All third-party costs associated with the execution of services — including but not limited to advertising spend (on platforms such as Meta Ads, Google Ads, LinkedIn Ads, and others), licensed tools, software subscriptions, stock imagery, music licensing, printing, production expenses, influencer fees, venue costs, and any other external vendor charges — shall be billed directly to the Client and are expressly excluded from the service fees charged by Mantle International.

Mantle International may support, manage, or administer these third-party services on behalf of the Client as part of the engagement. However, the financial liability for all such costs rests entirely with the Client. The Client agrees to ensure timely payments to all vendors, platforms, and third-party service providers as required.

Any delays or failures in third-party payments caused by the Client may result in interruption of services, and Mantle International shall bear no responsibility for any consequences arising from such delays.

5. Payment Terms

a) Retainer & Monthly Engagements

For ongoing or retainer-based engagements, payments for marketing execution are due in advance and must be received by the 5th of each calendar month. Failure to make timely payment may result in suspension of services until payment is received in full.

b) Project-Based Engagements

For one-time or project-based engagements, a 50% advance payment is required before commencement of work. The remaining balance shall be due upon completion or as per the milestones outlined in the applicable proposal.

c) Non-Refundable Payments

All payments made to Mantle International are non-refundable. This includes advance payments, retainer fees, project deposits, and any other amounts paid in connection with the engagement. By proceeding with payment, the Client acknowledges and accepts this non-refund policy.

d) Late Payments

Mantle International reserves the right to charge interest on overdue amounts at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) from the due date until the date of actual payment. The Client shall also be responsible for any costs of collection, including reasonable legal fees, incurred by Mantle International in connection with overdue payments.

6. Termination

a) Termination by Notice

Either party may terminate the engagement by providing 30 days' written notice to the other party. Written notice may be delivered via email to the designated contact addresses specified in the engagement agreement.

b) Obligations Upon Termination

Upon termination, the Client shall pay for all work completed up to the effective date of termination. Any advance payments made shall be adjusted at Mantle International's discretion, taking into account work already performed, resources allocated, and commitments made to third parties on the Client's behalf.

c) Immediate Termination for Non-Payment

Mantle International reserves the right to terminate the engagement immediately and without further notice in cases where payment remains outstanding for more than 10 (ten) days beyond the due date. In such cases, all work product created up to the date of termination shall remain the property of Mantle International until all outstanding amounts are paid in full.

d) Survival

The provisions of these Terms relating to confidentiality, intellectual property, limitation of liability, indemnification, and portfolio rights shall survive the termination or expiry of the engagement.

7. Confidentiality

Both parties agree to maintain strict confidentiality of all sensitive, proprietary, or strategic information disclosed during the course of the engagement ("Confidential Information"). Confidential Information includes, but is not limited to, business plans, marketing strategies, client lists, financial data, trade secrets, creative briefs, unpublished campaign materials, pricing structures, and any other information that a reasonable person would consider confidential.

Neither party shall disclose, share, reproduce, or distribute the other party's Confidential Information to any third party without prior written consent of the disclosing party. This obligation of confidentiality shall remain in full force and effect even after the engagement ends, for a period of two (2) years following termination or until the information becomes publicly available through no fault of the receiving party, whichever is later.

Each party shall take all reasonable measures to protect the confidentiality of the other party's information, using at least the same degree of care it uses to protect its own confidential information.

8. Portfolio & Promotional Rights

The Client grants Mantle International the right to showcase the Client's brand name, logo, and project deliverables — including but not limited to social media posts, reels, short-form videos, photography, design work, campaign creatives, and website designs — for Mantle International's own portfolio, promotional, marketing, and case study purposes.

This right includes display on Mantle International's website, social media channels, pitch decks, awards submissions, and any other promotional materials. The Client may request exclusion from portfolio use by providing written notice; however, Mantle International shall have a reasonable period of 30 days to remove such materials from active use after receiving written notice.

9. Intellectual Property & Asset Ownership

All creative assets, deliverables, and work product produced during the engagement — including but not limited to designs, graphics, copy, videos, photographs, illustrations, brand guidelines, templates, and digital assets — shall belong to the Client upon full payment of all applicable fees.

Until full payment is received, Mantle International retains all rights, title, and interest in any work product created under the engagement. Upon receipt of full payment, ownership of the deliverables shall transfer to the Client, subject to the portfolio rights granted in Section 8.

Notwithstanding the above, Mantle International retains the right to use any general knowledge, skills, techniques, concepts, and methodologies developed or refined during the engagement for future projects and clients.

10. Non-Exclusivity

The Client acknowledges and accepts that Mantle International operates on a non-exclusive basis. Mantle International may provide similar or identical services to other clients, including those that may be competitors of the Client, unless a separate written exclusivity agreement has been executed between the parties.

The Client shall not restrict or attempt to restrict Mantle International from engaging with other clients in the same or related industries. Any exclusivity arrangements must be agreed upon separately and may be subject to additional fees.

11. Dispute Resolution

In the event of any dispute, disagreement, or claim arising out of or in connection with these Terms or the engagement, the parties shall first attempt to resolve the matter through mutual discussion in good faith. If the dispute cannot be resolved through informal discussion within thirty (30) days, the parties agree to submit the matter to mediation or arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India), as amended from time to time.

The seat of arbitration shall be New Delhi, India. The arbitration shall be conducted in English. The decision of the arbitrator shall be final and binding on both parties.

These Terms shall be governed by and construed in accordance with the laws of India. Subject to the arbitration clause above, the courts of New Delhi, India shall have exclusive jurisdiction over any proceedings arising out of or relating to these Terms.

12. Force Majeure

Neither party shall be held liable for any failure or delay in fulfilling its obligations under these Terms due to circumstances beyond reasonable control ("Force Majeure Events"). Force Majeure Events include, but are not limited to:

• Natural disasters (earthquakes, floods, hurricanes, tsunamis, volcanic eruptions).
• Epidemics, pandemics, or public health emergencies.
• Wars, armed conflicts, terrorism, civil unrest, or insurrection.
• Strikes, lockouts, or labour disputes.
• Government regulations, sanctions, embargoes, or trade restrictions.
• Failure or disruption of telecommunications, internet services, or power supply.
• Acts of God or any other event beyond the reasonable control of the affected party.

The affected party shall notify the other party in writing as soon as reasonably practicable after becoming aware of a Force Majeure Event. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the engagement by providing written notice to the other party.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless Mantle International, its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of any term or condition of these Terms.
• Any materials, content, information, or instructions provided by the Client that infringe upon the intellectual property rights or other rights of any third party.
• Any claim by a third party related to the Client's products, services, or business operations.
• The Client's failure to comply with applicable laws, regulations, or industry standards.

14. Client Responsibilities

The Client agrees to:

• Provide timely access to all information, materials, brand assets, approvals, and feedback necessary for Mantle International to perform the services.
• Ensure that all materials provided to Mantle International do not infringe upon any third-party intellectual property rights.
• Review and approve deliverables within the timelines specified in the proposal. Delays in Client approvals may result in corresponding delays in project timelines.
• Designate a primary point of contact for all communications related to the engagement.
• Comply with all applicable laws and regulations in connection with the use of the deliverables and services.

15. Warranties & Disclaimers

Mantle International warrants that the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Beyond this express warranty, the services are provided on an "as is" basis.

Mantle International makes no other warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranties arising from course of dealing or usage of trade.

16. Amendments

These Terms may be amended or modified only by a written agreement signed by authorised representatives of both parties. No oral modification, waiver, or amendment shall be effective. Mantle International reserves the right to update these Terms on its website; continued engagement after such updates constitutes acceptance of the revised Terms.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be deemed severed from these Terms. The remaining provisions shall continue in full force and effect.

18. Entire Agreement

These Terms, together with any applicable proposal, statement of work, or engagement letter, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements, representations, warranties, and understandings.

19. Acceptance

By proceeding with the engagement — whether by signing a proposal, making a payment, or providing verbal or written confirmation — the Client acknowledges that they have read, understood, and agree to be bound by these Terms & Conditions in full.

20. Contact

For questions about these Terms, contact us at hello@mantle.international or call +91 8448 277 614.