01 Introduction
Welcome to OutTroll. These Terms & Conditions (the “Terms”) form a binding agreement between you (“you”, “your”, “Client” or “User”) and OutTroll Digital Private Limited (“OutTroll”, “we”, “our” or “us”), a company incorporated under the Companies Act, 2013, having its registered office in Bengaluru, Karnataka, India.
These Terms apply to your access to and use of: (a) the website located at outtroll.com and any sub-domains (the “Website”); (b) the marketing services we provide under a written engagement (the “Services”); and (c) any related communications, proposals, deliverables or content.
If you do not agree with any part of these Terms, please discontinue use of the Website and do not engage our Services.
02 Acceptance of Terms
By accessing the Website, submitting a brief, executing a Statement of Work (“SOW”), Master Services Agreement (“MSA”), or otherwise using our Services, you confirm that you have read, understood and agreed to be bound by these Terms, together with any executed SOW or MSA and our Privacy Policy.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, in which case “you” and “Client” refer to that entity.
03 Definitions
In these Terms, unless the context requires otherwise:
- “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
- “Confidential Information” means any non-public information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential.
- “Deliverables” means the specific outputs, materials and reports listed in a SOW.
- “Engagement” means the provision of Services under a specific SOW.
- “Fees” means the amounts payable for the Services as set out in a SOW or proposal.
- “Intellectual Property Rights” means all copyrights, trademarks, patents, design rights, database rights, trade secrets and any other proprietary rights, whether registered or unregistered.
04 Eligibility
You must be at least eighteen (18) years of age and competent to enter into a legally binding contract under the Indian Contract Act, 1872, to use the Website or engage our Services.
By using the Website or engaging us, you represent and warrant that: (a) you meet the eligibility criteria; (b) you have not previously been suspended or removed by us; and (c) your use will comply with all applicable laws and regulations.
05 Account Registration & Security
Certain features of the Website (including newsletter subscriptions, audit requests and client dashboards) may require you to provide information such as your name, work email, company name and budget range. You agree that all information you provide is accurate, current and complete.
You are responsible for maintaining the confidentiality of any credentials issued to you, and for all activities that occur under your account. You agree to notify us immediately of any unauthorised use of your account at security@outtroll.com.
06 Services & Engagements
OutTroll provides digital growth services, including but not limited to influencer marketing, ad management, digital traffic, brand promotion, social media growth, X/Twitter trend campaigns and performance analytics.
The specific scope, Deliverables, timelines, Fees and assumptions for each Engagement will be set out in a SOW signed by both parties. In the event of any conflict between these Terms and a SOW, the SOW will prevail for that Engagement.
Scope changes
Any changes to the scope of an Engagement (including additional Deliverables, extended timelines or scope expansion) must be agreed in writing through a Change Order, and may result in adjustments to Fees and timelines.
No guarantee of specific outcomes
While we apply industry best practices and report transparently, marketing outcomes depend on factors outside our reasonable control (including product, price, platform algorithms, market conditions and Client cooperation). Unless explicitly stated in a SOW, we do not guarantee specific revenue, ROAS, follower-count or impression outcomes.
07 Client Responsibilities
To enable us to deliver the Services, you agree to:
- Provide timely, accurate and complete information, materials, brand assets and approvals as reasonably requested.
- Designate a primary point of contact authorised to provide approvals and make decisions.
- Ensure that all content, claims, trademarks and assets you provide are lawful and do not infringe third-party rights.
- Comply with applicable advertising, consumer protection, data-protection and platform-policy requirements.
- Pay Fees in accordance with the schedule set out in the applicable SOW.
Delays caused by the Client (including delayed approvals or asset delivery) may result in proportional adjustments to timelines and Fees.
08 Fees, Payment & Invoicing
Fees, currency, billing frequency and payment schedule for each Engagement will be set out in the applicable SOW. Unless otherwise stated:
- Retainer Fees are billed monthly in advance.
- Project Fees are billed in milestones, with an upfront mobilisation amount.
- All Fees are exclusive of applicable taxes (including GST), which will be added to invoices as required by law.
- Media spend, third-party tooling, talent fees and pass-through costs are billed in addition to our Fees and require Client funding in advance.
Payment terms
Invoices are payable within fifteen (15) days of the invoice date, unless otherwise agreed in writing. Late payments may attract interest at 1.5% per month (or the maximum permitted by law, whichever is lower) and may result in suspension of Services.
Refunds
Fees for completed Services and work-in-progress are non-refundable. Where an Engagement is cancelled prior to completion, we will invoice for work performed to the cancellation date.
09 Intellectual Property
Our pre-existing IP
All Intellectual Property Rights in our methodologies, frameworks, templates, software, tools, dashboards and pre-existing materials (“OutTroll IP”) remain our exclusive property. Nothing in these Terms transfers ownership of OutTroll IP to you.
Client IP
All Intellectual Property Rights in your brand assets, trademarks, logos, product information and pre-existing materials (“Client IP”) remain your exclusive property. You grant us a limited, non-exclusive, royalty-free licence to use Client IP solely for the purpose of providing the Services.
Deliverables
Upon full payment of Fees for the applicable Engagement, we assign to you a perpetual, worldwide, royalty-free licence to use the Deliverables for your internal business purposes, subject to any third-party rights (including creator content rights, stock asset licences and platform terms).
Portfolio use
Unless you instruct otherwise in writing, we may use anonymised case-study data, screenshots and references to our work with you for our portfolio, pitches and marketing materials.
10 Confidentiality
Each party agrees to keep the other party’s Confidential Information confidential, to use it only for the purpose of the Engagement, and to protect it with the same degree of care as it uses for its own Confidential Information (and in any event, not less than reasonable care).
Confidentiality obligations do not apply to information that is: (a) publicly available without breach of these Terms; (b) lawfully received from a third party without restriction; (c) independently developed without reference to Confidential Information; or (d) required to be disclosed by law, regulation or court order (with prompt notice where lawful).
These confidentiality obligations survive termination of the Engagement for a period of three (3) years, or for so long as the information remains a trade secret, whichever is longer.
11 Use of the Website
You agree to use the Website only for lawful purposes and in a manner that does not infringe the rights of, restrict or inhibit anyone else’s use of the Website. In particular, you agree not to:
- Reverse-engineer, decompile, scrape or otherwise attempt to extract source code or proprietary data from the Website.
- Use any automated system (including bots, spiders or crawlers) to access the Website except as expressly permitted by our robots.txt.
- Interfere with the security or integrity of the Website, attempt to gain unauthorised access, or transmit any malicious code.
- Use the Website to harass, defame, impersonate or otherwise harm others.
- Resell, redistribute or commercially exploit any content from the Website without our prior written consent.
12 User-Generated Content
You may submit content to us through forms, briefs, email or other channels (“User Content”). You retain ownership of your User Content, but grant us a worldwide, non-exclusive, royalty-free licence to use, store, reproduce and process it as reasonably necessary to operate the Website and provide the Services.
You represent and warrant that your User Content does not infringe any third-party rights, does not violate any applicable law, and does not contain any malicious code or unlawful content.
We reserve the right (but not the obligation) to review, remove or refuse any User Content at our sole discretion.
13 Third-Party Links & Services
The Website and Services may contain links to, or integrate with, third-party websites, platforms and services (including Meta, Google, TikTok, X, LinkedIn, Stripe and others) that are not owned or controlled by OutTroll.
We are not responsible for the content, policies or practices of any third-party services. Your use of any third-party service is at your own risk and subject to that service’s own terms.
14 Disclaimers & Warranties
The Website and any content on it are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement.
While we apply professional skill and care in delivering the Services, we do not warrant that:
- The Website will be uninterrupted, secure or free from errors.
- The Services will achieve specific business outcomes or revenue targets.
- Any information, advice or recommendation will be free of errors.
You acknowledge that marketing involves risk and that past performance is not a guarantee of future results.
15 Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall OutTroll, its directors, employees, Affiliates or licensors be liable for any indirect, incidental, special, consequential or punitive damages, including but not limited to loss of profits, revenue, goodwill, data or business opportunity, arising out of or related to these Terms, the Website or the Services, whether based in contract, tort, statute or otherwise.
Our total aggregate liability under or in connection with these Terms or any Engagement, regardless of the cause of action, shall not exceed the total Fees actually paid by you to us under the relevant SOW in the three (3) months immediately preceding the event giving rise to the claim.
Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law (including liability for gross negligence, wilful misconduct or fraud).
16 Indemnification
You agree to defend, indemnify and hold harmless OutTroll, its officers, directors, employees and Affiliates from and against any claims, damages, liabilities, losses and reasonable costs (including legal fees) arising from: (a) your breach of these Terms or any SOW; (b) your use of the Website or Services in violation of applicable law; (c) your infringement of any third-party rights, including any Client IP or content provided by you; or (d) any disclosure, representation or claim made by you that is misleading or inaccurate.
17 Termination
Either party may terminate an Engagement for convenience by giving thirty (30) days’ prior written notice, unless a different notice period is specified in the SOW.
Either party may terminate immediately if the other party: (a) commits a material breach of these Terms or a SOW and fails to cure the breach within fifteen (15) days of written notice; (b) becomes insolvent, files for bankruptcy or enters into liquidation; or (c) is unable to perform due to a Force Majeure event continuing for more than sixty (60) days.
On termination, you will pay all Fees due for Services performed up to the termination date, and we will deliver any work-in-progress in the form it exists at the date of termination. Sections that by their nature should survive termination (including confidentiality, IP, limitation of liability, indemnification and governing law) will survive.
18 Force Majeure
Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, internet outages, third-party platform failures or industrial disputes (a “Force Majeure” event).
The affected party will give prompt notice to the other party and will use reasonable efforts to mitigate the impact of the Force Majeure event.
19 Governing Law & Jurisdiction
These Terms and any non-contractual obligations arising out of or in connection with them are governed by and construed in accordance with the laws of India, without regard to conflict-of-laws principles.
Subject to the dispute-resolution provisions below, the courts at Bengaluru, Karnataka, India, will have exclusive jurisdiction over any dispute, claim or proceeding arising out of or in connection with these Terms.
20 Dispute Resolution
The parties will first attempt to resolve any dispute, claim or controversy arising out of or in connection with these Terms or any Engagement amicably through good-faith discussions between authorised representatives within thirty (30) days of written notice.
If the parties are unable to resolve the dispute through discussion, it will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The arbitration will be conducted by a sole arbitrator appointed by mutual agreement, the seat of arbitration will be Bengaluru, and the language of arbitration will be English. The arbitral award will be final and binding.
21 Changes to These Terms
We may update these Terms from time to time to reflect changes in our practices, legal requirements or for clarity. The “Last updated” date at the top of this page shows when the Terms were most recently revised.
Material changes will be communicated to active Clients in writing. Your continued use of the Website or the Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, please discontinue use of the Website and contact us about your Engagement.
22 Severability & Entire Agreement
If any provision of these Terms is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permitted, and the remaining provisions will continue in full force and effect.
These Terms, together with any executed SOW or MSA and our Privacy Policy, constitute the entire agreement between you and OutTroll relating to the subject matter and supersede all prior agreements, communications and understandings, whether written or oral.
No waiver of any provision will be effective unless in writing and signed by an authorised representative of the waiving party. Failure to enforce any provision will not constitute a waiver of that provision or any other.
23 Contact Us
If you have any questions, concerns or requests regarding these Terms, please reach out to us:
- Email: legal@outtroll.com
- General enquiries: hello@outtroll.com
- Postal address: OutTroll Digital Private Limited, 14 MG Road, Bengaluru, Karnataka 560001, India
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