These Terms and Conditions ("Terms") govern your use of the Adtorque website at [yourdomain.com] and, where stated, the provision of our digital marketing and advertising services.
By accessing this website, submitting an enquiry, or engaging our services, you agree to these Terms. If you do not agree, please do not use the website.
In these Terms:
- "Adtorque", "we", "us", "our" means [Registered legal entity name], trading as Adtorque
- "you", "your", "Client" means the individual or business using this website or engaging our services
- "Services" means the digital marketing and advertising services we provide
2. Who We Are
Business name: [Registered legal entity name] Trading as: Adtorque Registered address: [Full address] Email: [hello@yourdomain.com] Phone: [Contact number]
Adtorque is an independent digital marketing and advertising service provider. We are not an employee, partner, agent, representative, subsidiary, franchise or legal representative of Meta Platforms, Google, TikTok, LinkedIn or any other advertising platform.
3. Use of This Website
You may use this website for lawful purposes connected with evaluating or engaging our Services.
You agree not to:
- Use the website in any way that breaches applicable law or regulation
- Attempt to gain unauthorised access to the website, its servers or any connected systems
- Introduce viruses, malware or other harmful material
- Copy, reproduce, republish or redistribute our content except as permitted in Section 4
- Use automated systems to scrape, harvest or extract data from the website
- Impersonate any person or misrepresent your affiliation with any person or business
- Use the website to send unsolicited commercial communications
We may suspend or restrict access to the website at any time without notice.
4. Intellectual Property
All content on this website — including text, graphics, logos, layout, design, code, images, articles, case studies and downloadable materials — is owned by or licensed to Adtorque and protected by applicable intellectual property laws.
You may view, download and print content for your own internal business use. You may not reproduce, distribute, modify, sell or exploit it commercially without our prior written permission.
The Adtorque name and logo are our trade marks. Third-party names, logos and trade marks appearing on this site (including Meta, Google, TikTok and LinkedIn) belong to their respective owners, and their appearance does not imply affiliation, endorsement or partnership.
5. Enquiries, Proposals and Quotations
Information on this website is provided for general guidance and does not constitute an offer capable of acceptance.
Proposals, quotations and estimates we provide are valid for the period stated, or [30] days where no period is specified, and may be withdrawn or amended before acceptance.
A binding engagement arises only when a separate Digital Marketing & Advertising Services Agreement, proposal, invoice or written confirmation is agreed between the parties.
6. Our Services
Our Services may include, depending on what is agreed:
- Campaign strategy and planning
- Audience and market research
- Campaign setup and management across Meta, Google, TikTok and other platforms
- Ad creative recommendations and production
- Campaign monitoring and optimisation
- Lead generation, traffic and conversion-focused advertising
- Search engine optimisation and content
- Website design and development
- Tracking, analytics and conversion rate optimisation
- Email and lifecycle marketing
- Performance analysis and reporting
The specific Services applicable to you are determined by the selected package, proposal, invoice, quotation or written confirmation between the parties.
7. No Guarantee of Results
This section is important. Please read it carefully.
Advertising campaigns typically require a period of testing, learning, optimisation and data collection before meaningful performance trends can be identified.
Adtorque does not guarantee any specific number of sales, leads, enquiries, revenue, profit, return on advertising spend (ROAS), conversion rate, search ranking or other financial or performance result, unless a specific written guarantee is expressly signed by an authorised representative of Adtorque.
Performance depends on numerous factors outside our control, including but not limited to: product demand, pricing, product quality, competition, market conditions, seasonality, website performance, landing page quality, checkout experience, payment gateway performance, shipping availability and costs, customer reviews, brand reputation, advertising budget, platform algorithms, audience behaviour, tracking accuracy, platform policies, account history, creative quality, offer strategy, and your own sales and fulfilment processes.
Payment for our Services is for the provision of marketing and advertising services and professional effort — not for guaranteed sales or guaranteed financial outcomes.
Testing is an ordinary part of digital advertising. A campaign or product that initially performs poorly may be modified, paused, replaced or tested again. This does not constitute a failure to provide the Services.
8. Third-Party Advertising Platforms
All campaigns are subject to the rules, policies, review systems and technical requirements of the relevant advertising platform.
You acknowledge that a platform may at any time: reject or restrict advertisements, suspend campaigns, disable accounts, restrict business assets, change policies, change algorithms, change advertising costs, reduce or stop delivery, modify targeting options, or require additional verification.
Such actions are controlled by the third-party platform and are outside Adtorque's direct control.
If an advertising account, business account, page, website, payment method or other digital asset is restricted, suspended or disabled by a third party, we will make reasonable efforts to assist with troubleshooting or available appeal processes. We do not guarantee that an account will be restored or that an appeal will be approved.
9. Advertising Budget
Unless expressly agreed otherwise:
- Your advertising budget is separate from our service fees
- Advertising expenditure paid to Meta, Google, TikTok or another platform is your responsibility
- You are responsible for maintaining sufficient funds, payment methods and billing arrangements with the relevant platform
We may recommend a budget based on your objectives, market, product, competition and campaign requirements. Increasing the advertising budget does not guarantee an equivalent increase in sales, leads, revenue or profitability.
10. Account Access and Ownership
You retain access to your applicable advertising accounts wherever the relevant platform permits.
Where possible and appropriate, you may maintain ownership and administrative access to your Meta Business Manager, Meta Ad Account, Facebook Page, Instagram account, Meta Pixel and datasets, Google Ads account, Google Analytics account, Google Tag Manager account, TikTok Ads account and other applicable digital marketing assets.
Adtorque may receive the permissions necessary to perform the agreed Services. We do not claim ownership of your advertising accounts or business assets merely because we manage or operate campaigns within them.
11. Your Responsibilities
You agree to provide all information, access, materials and cooperation reasonably required for us to perform the Services, which may include product and pricing information, website or store access, advertising account access, business information, product images and videos, brand guidelines, targeting information, market information, relevant legal or regulatory information, and tracking and analytics access.
You are responsible for ensuring that all information supplied is accurate, current and complete. Any delay in providing required information or access may affect campaign launch dates and performance.
You remain solely responsible for: product quality, product availability, inventory, pricing, shipping, delivery, returns, refunds, customer support, payment processing, website functionality, order fulfilment, legal compliance, product warranties, customer satisfaction, taxes and duties, business licences and registrations, and claims made about your products or services.
Adtorque is not responsible for losses resulting from problems with your products, website, fulfilment, payment gateway, shipping provider, suppliers, inventory or other business operations.
12. Lead Generation
Where we provide lead-generation services, our responsibility is to manage the agreed advertising and lead-generation activities.
Lead quantity does not necessarily represent lead quality, sales or revenue. You are responsible for promptly contacting, qualifying, following up with and converting leads.
Lead quality may vary based on target audience, product, market, offer, pricing, sales process, customer intent, competition, advertising platform and campaign objective. We do not guarantee that any lead will become a paying customer.
13. Data, Tracking and Analytics
Where applicable, we may assist with implementing or managing tracking technologies such as pixels, tags, conversion APIs, analytics tools, cookies and events.
You acknowledge that tracking systems may experience discrepancies or technical limitations, and that differences commonly occur between advertising platform reporting, website analytics, store analytics, CRM data, payment gateway data and actual orders. We do not guarantee that reporting data from different platforms will be identical.
You remain responsible for ensuring your website and business comply with applicable privacy, cookie, data protection and consumer protection laws.
Our handling of personal data is described in our Privacy Policy.
14. Fees and Payment
You agree to pay the service fees stated in the relevant quotation, invoice, proposal, package or written agreement.
Unless otherwise agreed:
- Service fees are separate from advertising spend
- Fees must be paid according to the agreed payment schedule
- Work may commence after the required payment has been received
- Delayed payment may result in suspension or postponement of Services
- Campaigns may be paused if required payments or advertising funds are unavailable
Any taxes applicable to our Services are payable by you where legally applicable.
[Optional: Overdue invoices may accrue interest at [X]% per month, or the maximum permitted by applicable law, whichever is lower.]
15. Refunds
Unless otherwise agreed in writing, payments for Services that have already commenced, been completed or been reserved are non-refundable.
Once we have commenced providing Services, fees are non-refundable as they cover time, resources, strategy, account setup, campaign management and other work undertaken on your behalf.
Advertising spend paid directly to third-party platforms is subject to the policies and refund procedures of those platforms.
16. Confidentiality
Each party may receive confidential information belonging to the other, including business plans, pricing, customer data, strategies, account access credentials and performance data.
Each party agrees to keep such information confidential, to use it only for the purposes of the engagement, and not to disclose it to third parties except to employees, contractors or advisers who need it and are bound by equivalent obligations, or where disclosure is required by law.
This obligation continues for [2] years after the engagement ends, except for information that is or becomes public through no breach of these Terms.
[Optional, delete if not agreed: Adtorque may reference your business name and describe the work performed in its portfolio and marketing materials, unless you notify us in writing that you do not consent.]
17. Limitation of Liability
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be excluded or limited under applicable law.
Subject to the above, and to the maximum extent permitted by law:
- We are not liable for indirect, incidental, special, consequential or punitive losses
- We are not liable for loss of profits, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill or loss of data
- We are not liable for losses, missed sales or business interruption resulting from third-party platform restrictions or suspensions, except to the extent caused directly by our proven breach
- We are not responsible for interruptions, failures, changes, restrictions, price increases, data loss, policy changes or technical issues caused by third-party providers, except where directly caused by our proven negligence or breach
Our total aggregate liability arising out of or in connection with the Services shall not exceed the total service fees paid by you to Adtorque in the [three (3) / six (6) / twelve (12)] months immediately preceding the event giving rise to the claim.
Website content is provided "as is" without warranties of any kind. We do not warrant that the website will be uninterrupted, error-free or free of harmful components.
18. Your Warranties
You represent and warrant that:
- You have the legal authority to enter into these Terms
- You have the right to advertise and sell your products or services
- Information supplied to us is accurate to the best of your knowledge
- Your products and services comply with applicable laws and regulations
- You own or have permission to use materials supplied to us
- You will not knowingly provide misleading, fraudulent, illegal or infringing advertising materials
- You maintain all required licences, registrations, approvals and certifications applicable to your business
You are responsible for consequences arising from false, misleading, unlawful or unauthorised information supplied by you.
19. Indemnity
You agree to indemnify and hold harmless Adtorque, its officers, employees and contractors from any claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising from:
- Your breach of these Terms
- Materials, claims or information you supply to us
- Your products, services, website or business operations
- Your breach of applicable law, regulation or third-party rights
- Any third-party claim relating to advertising content you approved
20. Non-Solicitation
During the engagement and for a period of [six (6) / twelve (12)] months following its termination, you agree not to knowingly solicit for direct employment or engagement any employee or dedicated contractor of Adtorque who was materially involved in providing Services to you, except with our prior written consent.
This clause applies only to the extent permitted by applicable law.
21. Modifications to Services
We may reasonably modify our internal processes, strategies, tools, campaign structures and methods of service delivery where reasonably necessary for campaign management or operational purposes.
Any material change to the agreed scope of Services or service fees will be communicated to you.
22. Term and Termination
[This section needs your actual commercial terms — see notes below.]
Either party may terminate the engagement by giving [30] days' written notice, unless a minimum term is specified in the applicable agreement.
We may suspend or terminate immediately if: payment is overdue by more than [X] days, you breach these Terms materially and fail to remedy within [14] days of written notice, or continuing would require us to breach applicable law or platform policy.
On termination:
- Fees for Services performed up to the termination date remain payable
- Prepaid fees for Services already commenced are non-refundable under Section 15
- We will transfer or return account access, and provide reasonable handover assistance within [X] business days
- Sections 4, 13, 16, 17, 19, 20 and 24 survive termination
23. No Employment or Partnership
Nothing in these Terms creates an employer-employee relationship, partnership, joint venture, franchise, fiduciary relationship or agency relationship between the parties. Adtorque is engaged as an independent service provider.
Adtorque operates as an independent entity. No other company, department, platform, service provider, supplier or third-party entity is responsible for Adtorque's contractual obligations unless expressly agreed in writing, and Adtorque is not responsible for the actions, omissions, failures or delays of unrelated third parties.
24. Governing Law and Disputes
These Terms are governed by the laws of [jurisdiction — e.g. India / the Kingdom of Saudi Arabia], without regard to conflict of law principles.
The courts of [city, country] shall have [exclusive / non-exclusive] jurisdiction over any dispute arising out of or in connection with these Terms.
[Optional: Before commencing proceedings, the parties agree to attempt in good faith to resolve any dispute through discussion for a period of [30] days.]
25. General
Entire agreement. These Terms, together with any applicable Services Agreement, proposal or invoice, constitute the entire agreement between the parties. Where there is conflict, the signed Services Agreement takes precedence.
Severability. If any provision is found unenforceable, the remaining provisions continue in full force.
Waiver. Failure to enforce any provision does not waive the right to enforce it later.
Assignment. You may not assign your rights without our written consent. We may assign to a successor in connection with a merger or sale of assets.
Force majeure. Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, war, civil unrest, government action, pandemic, or failure of telecommunications or internet infrastructure.
Notices. Notices must be sent in writing to the contact details in Section 2, or to the contact details you have provided to us.
26. Changes to These Terms
We may update these Terms from time to time. The date at the top shows the most recent revision.
Continued use of the website or Services after changes are posted constitutes acceptance. Material changes affecting an active engagement will be communicated to you directly.
27. Contact
Adtorque Email: [hello@yourdomain.com] Phone: [Contact number] Address: [Full registered address]
NOTES FOR ADTORQUE — DELETE BEFORE PUBLISHING
How this relates to your Services Agreement
These Terms cover two things:
- Website use — Sections 3, 4, 5, 17 (website warranty), 26
- A public summary of your service terms — Sections 6–21, drawn from your existing Services Agreement
That's deliberate. Prospects read terms before signing anything, and publishing the key commercial positions (no guarantees, budget separate from fees, non-refundable, you own your accounts) sets expectations early and filters out bad-fit enquiries.
Section 25 states that the signed Services Agreement takes precedence where they conflict — keep that line.
Four gaps in your current Services Agreement
Reading the PDF closely, these clauses are absent. They matter, and I've included placeholder versions above:
1. Governing law and jurisdiction (Section 24). Your agreement has no governing law clause at all. With clients across India, Saudi Arabia, the UAE, the UK, the US and Europe, this is the most significant omission — without it, a dispute could be litigated almost anywhere, and determining applicable law becomes its own expensive argument.
2. Term and termination (Section 22). There's no clause covering how either party exits, what notice is required, what happens to account access on exit, or which clauses survive. Your refund clause assumes termination can happen but never defines it.
3. Limitation of liability cap (Section 17). Your agreement limits liability in several specific scenarios but never caps total aggregate liability. A cap tied to fees paid is standard and is what protects you in a worst case.
4. Confidentiality (Section 16). Not present anywhere. You receive client pricing, customer data and account credentials — mutual confidentiality obligations are both expected and protective.
I'd raise all four with your lawyer, and consider adding them to the Services Agreement itself rather than only to the website terms.
What you must fill in
Every [square bracket]. The ones that are legally load-bearing:
- Registered legal entity name and address (Section 2)
- Governing law and jurisdiction (Section 24) — this is a decision, not a formality
- Liability cap period (Section 17) — 3, 6 or 12 months of fees
- Notice period and termination terms (Section 22)
- Non-solicitation period (Section 20) — your agreement says [6/12], pick one
Also decide on the optional portfolio-rights clause in Section 16. Most agencies want it; some clients strike it.
The honest caveat
I'm not a lawyer and this isn't legal advice. This is a solid, operationally accurate starting point built from your own agreement, but it needs review by someone qualified in your primary jurisdiction before it goes live.
The four gaps above are what I'd put in front of them first — they're the clauses whose absence costs the most if something goes wrong.