Terms & Conditions

1. Introduction

These Terms and Conditions ("Agreement") constitute a legally binding contract between GroovyMark PVT Ltd, trading as Revenue Growth Partner ("Company", "we", "us", or "our"), and the individual or entity engaging our services ("Client", "you", or "your"). By signing a service agreement, submitting a purchase order, or making a payment to GroovyMark PVT Ltd, you agree to be bound by these Terms and Conditions in their entirety.

This Agreement governs all services provided by the Company, including but not limited to full-funnel lead management, organic video branding, YouTube channel management, content production, CRM setup, website development, and any related consulting or development work.

2. Definitions

• "Services" refers to all deliverables, tasks, and activities performed by the Company as outlined in the Client's service agreement or project proposal.
• "Project" refers to a defined scope of work agreed upon by both parties, including timelines, milestones, and deliverables.
• "Monthly Retainer" refers to recurring monthly service engagements with an agreed-upon scope and fee.
• "Development Project" refers to one-time or fixed-scope projects such as website development, app development, CRM customization, or other technical builds.
• "Deliverables" refers to all outputs, files, videos, designs, reports, and other materials produced by the Company for the Client.
• "Working Days" refers to Monday through Friday, excluding public holidays observed in Sri Lanka.
• "Client Portal" refers to our online system where Clients can view project status, invoices, payments, and communications.
• "Effective Date" means the date on which the first payment is received and confirmed by the Company.
• "Advance Payment" refers to the upfront payment required before work commences on any project.

3. Pre-Production Phase

Before any content creation or publishing begins, the Company requires a minimum of fifteen (15) working days for pre-production activities. This mandatory phase ensures all content aligns with the Client's brand identity, strategic goals, and target audience. No content will be created or published until this phase is completed and written Client approval is obtained.

3.1 Pre-Production Activities

The 15 working day pre-production period includes the following activities:

The pre-production timeline may be extended if Client feedback or approvals are delayed. The Company is not responsible for project delays caused by late Client responses during this phase.

3.2 Production Commencement

Video production and content publishing will begin only after the Client has provided written approval of all pre-production materials, including mood boards, storyboards, templates, and the content calendar. Verbal approvals are not accepted as sign-off for production commencement.

4. YouTube Channel Setup & Access Requirements

For services that include YouTube channel management and video branding, the following requirements must be met by the Client before channel setup can begin.

4.1 Gmail Account Requirement

• The Client must provide a dedicated Gmail account for the creation and management of the YouTube channel.
• This Gmail account must be owned by the Client or the Client's organization. The Company will not create Gmail accounts on behalf of Clients.
• The Client retains full ownership of the Gmail account and associated YouTube channel at all times.

4.2 Access Permissions

Upon YouTube channel creation, the following access permissions will be configured:

• Company Admin Access: One (1) administrator-level access will be granted to the Company for channel setup, configuration, branding, analytics, and ongoing management.
• YouTube Manager Access: One (1) editor-level access will be granted to the Company's designated YouTube manager for day-to-day content uploading, scheduling, optimization, and community management.

These access permissions are required for the duration of the service engagement and will be revoked upon termination of the service agreement, as outlined in the offboarding process.

4.3 OTP & Verification Requirements

YouTube channel setup, channel verification, and other Google platform verifications may require one-time password (OTP) or two-factor authentication codes sent to the Client's registered phone number or email. The Client agrees to:

• Provide OTP codes promptly when requested by the Company during the setup and verification process.
• Be available or designate an authorized person to provide verification codes within a reasonable timeframe (within 2 hours during working hours).
• Understand that delays in providing OTP codes will directly delay channel setup and may impact the overall project timeline.

The Company will never ask for the Client's Gmail password. All access will be managed through YouTube's built-in permission system (Brand Account or Channel Permissions).

5. Client-Provided Brand Materials

To ensure high-quality, brand-consistent output, the Client must provide the following materials before YouTube channel creation or video design work begins:

• Brand logo in high-resolution format (PNG, SVG, or AI file with transparent background preferred).
• Company name, tagline, and brand description as it should appear on the channel and content.
• Contact information including business email, phone number, website URL, and social media links.
• Brand color palette with hex codes (if available). If no brand colors exist, the Company will propose a palette for approval.
• Brand fonts/typography guidelines (if available).
• Any existing brand guidelines, style guides, or visual identity documents.
• Product or service images, photos, and media assets relevant to content creation.

If brand materials are not provided within five (5) working days of the project start date, the Company reserves the right to pause the project until materials are received. This pause does not extend any agreed deadlines or reduce the project fee.

6. Client Collaboration & Timely Feedback

Successful project delivery depends on active Client collaboration. The Client agrees to:

• Provide timely feedback, approvals, and reviews on all content, designs, and deliverables as requested by the Company.
• Respond to review requests within two (2) working days unless a different timeline is agreed upon.
• Designate a single primary point of contact authorized to provide approvals and make decisions on behalf of the Client.
• Attend scheduled check-in calls, strategy sessions, and review meetings as agreed in the project plan.
• Provide all requested content, data, credentials, and information in a timely manner to maintain the production schedule.

7. Timelines & Delays

7.1 Working Days Definition

All timelines, deadlines, and delivery estimates referenced in this Agreement, project proposals, and any related communications are expressed in working days. Working days are defined as Monday through Friday, excluding all public holidays officially observed in Sri Lanka. Weekends (Saturday and Sunday) are not counted as working days.

7.2 Agreed Timelines

• All project timelines will be mutually agreed upon at project initiation and documented in the project proposal or service agreement.
• The Company will make commercially reasonable efforts to meet all agreed timelines and delivery dates.
• If the Company foresees a delay on its part, it will notify the Client in advance and provide updated delivery expectations with a revised schedule.

7.3 Client-Caused Delays

Delays caused by the Client's actions or inactions, including but not limited to delayed feedback, late provision of content or materials, slow approvals, unavailability for scheduled calls, or failure to provide access credentials, may extend the overall delivery timeline. Such delays:

• Do not entitle the Client to any refund, discount, or compensation.
• Do not constitute a breach of this Agreement by the Company.
• May result in rescheduling of deliverables to the next available production slot.
• If exceeding ten (10) working days cumulatively, may require a revised project timeline and potentially adjusted scope or fees.

7.4 Force Majeure

Neither party shall be held liable for delays or failure to perform arising from circumstances beyond their reasonable control, including but not limited to natural disasters, pandemics, government actions, internet outages, power failures, acts of war, or civil unrest. In such cases, the affected party shall notify the other party as soon as reasonably practicable, and timelines will be adjusted accordingly.

8. Scope of Work & Revisions

8.1 Defined Scope

The project scope, deliverables, and specifications will be clearly defined and documented in the project proposal or service agreement before initiation. Both parties must agree on the scope in writing before any work begins. The documented scope is the single source of truth for what is included in the project.

8.2 Revision Rounds

• Each project or deliverable includes a defined number of revision rounds as specified in the project proposal (typically two (2) rounds for standard deliverables).
• Revisions must be submitted in a single, consolidated set of feedback per revision round. Piecemeal or contradictory feedback across multiple communications may be treated as additional revision rounds.
• Revisions must be related to the original scope and specifications. Changes to the fundamental direction, concept, or scope of a deliverable after production has commenced are considered scope changes, not revisions.

8.3 Out-of-Scope Work & Additional Charges

• Any work requested beyond the agreed scope, including additional features, extra deliverables, changes in direction, or additional revision rounds, will be treated as out-of-scope work.
• Out-of-scope requests will be quoted separately, and work will commence only after the Client approves the additional cost in writing.
• Refunds will not be issued based on subjective preferences if the work delivered meets the agreed-upon scope and documented standards.

8.4 Scope Creep Protection

To protect both parties, any verbal discussions about changes or additions to the project scope must be formalized in writing (email or Client Portal) before being acted upon. The Company is not obligated to deliver on verbally discussed but undocumented scope changes.

9. Communication & Professional Conduct

9.1 Authorized Communication

• All project-related discussions, approvals, feedback, and decisions must be communicated through official channels: the Client Portal, official company email addresses, or the designated Slack/communication channel set up during onboarding.
• The Client's designated point of contact and the Company's assigned account manager or project manager are the only authorized parties for making binding project decisions.

9.2 Unauthorized Personal Engagement

The Company shall not be held responsible, liable, or accountable for any agreements, promises, discounts, additional work, or commitments made through personal or unofficial channels between the Client and individual team members. This includes but is not limited to:

• Side agreements on pricing or payment terms made with individual staff members.
• Additional work requested through personal messages, calls, or social media.
• Payment arrangements made outside of the Client Portal or official invoicing system.
• Confidential information shared with individual team members outside of secure official channels.

Any losses, disputes, or issues arising from unauthorized personal engagement are solely at the Client's risk and do not create any obligation on the part of the Company.

9.3 Payments Through Official Channels Only

All payments must be made exclusively through the official Client Portal payment gateway or via bank transfer to the Company's official business account as detailed in Section 12 of this Agreement. The Company will not honor or acknowledge payments made to individual employees, personal accounts, or through any unofficial method.

10. Monthly Retainer Projects

10.1 Payment Schedule

For all monthly retainer projects, the full monthly project fee must be received and confirmed within the first seven (7) calendar days of each month to ensure uninterrupted service delivery. This applies to all existing and ongoing Client engagements.

10.2 New Client Activation

New Clients must pay the full monthly retainer fee before any project work begins. The project will be officially activated and the Effective Date will be set only upon confirmed receipt of the first monthly payment. No pre-production, research, or any other work will commence before payment confirmation.

10.3 Late Payment Consequences

• If the monthly payment is not received by the 7th calendar day of the month, the Company reserves the right to pause all active work, content publishing, and lead management activities.
• A late payment fee of 5% of the outstanding invoice amount will be applied for each additional week of delay.
• If payment remains outstanding for more than thirty (30) calendar days, the Company may terminate the service agreement and remove all Company-provided access and integrations.
• Paused services will resume within two (2) working days of receiving the overdue payment plus any applicable late fees.

11. Development Project Payments

For one-time development projects (websites, applications, CRM builds, custom tools, etc.), the following payment structure applies:

11.1 Advance Payment Requirement

The Company will not begin any development work, including wireframing, design, coding, or configuration, without confirmed receipt of the 50% advance payment. This advance covers initial planning, resource allocation, team assignment, environment setup, and early-stage development.

11.2 Project Completion & Full Payment Obligation

If ninety percent (90%) or more of the total development scope has been completed by the Company, the Client is obligated to pay the full project fee, even if the Client decides to cancel or discontinue the project. This clause exists because the vast majority of resources, time, and effort have already been invested by the Company.

11.3 Demo Links & Domain Connection

• All project demos, previews, and staging versions will be provided exclusively through the Company's own demo links and staging environments.
• The Client's production domain, server, or hosting environment will only be connected and deployed after 100% of the project fee has been received and confirmed.
• Demo links are provided for review and approval purposes only. The Client shall not publicly share, distribute, or use demo links as production environments.

11.4 No Work Without Payment Confirmation

The Company will not initiate, resume, or deliver any phase of work without confirmed advance payment for that phase. This applies to all project types, sizes, and Client relationships without exception. Payment confirmation means funds received and cleared in the Company's bank account or payment gateway.

12. Payment Methods & Currencies

12.1 Accepted Currencies

The Company accepts payments in the following currencies as primary billing currencies:

• United States Dollar (USD)
• Australian Dollar (AUD)

For local Sri Lankan Clients, payments may be accepted in Sri Lankan Rupees (LKR) at the Company's discretion and at the prevailing exchange rate at the time of invoicing.

12.2 Online Payment Gateway

• Clients may pay through our secure online payment gateway accessible via the Client Portal.
• A payment processing fee of 3% will be charged on all transactions made through the online payment gateway. This fee covers third-party payment processor charges and is non-negotiable.
• The 3% processing fee will be clearly itemized on the invoice and added to the total amount due.

12.3 Bank Transfer

• The Company accepts direct bank transfers (wire transfers) to our official business bank account at no additional charge.
• Bank transfer details will be provided on each invoice issued through the Client Portal.
• The Client is responsible for any international wire transfer fees charged by their own bank. The Company must receive the full invoiced amount net of any banking fees.
• Bank transfer payments may take 2–5 business days to clear depending on the sending bank and country of origin.

12.4 Invoice Access & Records

• All invoices, including pending, paid, overdue, and historical invoices, are available for viewing and downloading through the Client Portal at any time.
• Invoices are generated and sent via email at the beginning of each billing cycle (for retainers) or at project milestones (for development projects).
• The Client is responsible for maintaining their own financial records. The Company will retain invoice records for a minimum of six (6) years in compliance with applicable tax regulations.

13. Refund & Cancellation Policy

13.1 No Refund on Advance Payments

Once the project has commenced and the advance payment has been made, this amount is non-refundable. The advance payment covers time invested in planning, research, team allocation, resource scheduling, tool setup, and initial production activities that cannot be reversed or recovered.

13.2 Monthly Retainer Refunds

• Monthly retainer fees are non-refundable once the billing month has begun and work has been performed.
• If the Client wishes to cancel the retainer service, written notice must be provided at least fifteen (15) working days before the start of the next billing month.
• Cancellation without proper notice does not entitle the Client to a refund for the current month.

13.3 Company-Initiated Cancellation

If the Company is unable to deliver the project due to internal reasons or unforeseen circumstances on our end, we will issue a full or partial refund depending on the extent of work already completed, ensuring fairness to the Client. The refund amount will be calculated based on:

• The percentage of deliverables completed and delivered to the Client.
• Time and resources already invested by the Company.
• Any third-party costs incurred on behalf of the Client (e.g., tool subscriptions, stock media purchases).

The Company will provide a detailed breakdown of completed work and the corresponding refund calculation within ten (10) working days of the cancellation decision.

13.4 Subjective Dissatisfaction

Refunds will not be issued based on subjective preferences, personal taste, or aesthetic disagreements if the work delivered meets the agreed-upon scope, specifications, and documented standards. The Company's obligation is to deliver work that fulfils the documented requirements, not to match undocumented or evolving personal preferences.

14. Ownership & Intellectual Property

14.1 Transfer of Ownership

Full ownership and intellectual property rights of all project deliverables will be transferred to the Client upon receipt of 100% of the total project fee. Until full payment is received, all deliverables, designs, code, content, and materials remain the exclusive property of GroovyMark PVT Ltd.

14.2 Non-Payment & Early Termination

• In the event of early termination by the Client or non-payment of outstanding dues, the Company is not obligated to release any partial work, files, source code, designs, or deliverables.
• All rights to unreleased work remain exclusively with the Company until final payment is completed.
• The Company reserves the right to disable, remove, or restrict access to any delivered work (including live websites, channels, or integrations) if payment obligations are not met within thirty (30) calendar days of the due date.

14.3 Abandoned Projects

This policy exists to prevent indefinite tying up of Company resources and creative assets on projects that the Client has chosen to abandon. The Company will make reasonable attempts to contact the Client before exercising this right.

14.4 Company Portfolio Rights

Unless explicitly restricted in writing by the Client, the Company retains the right to showcase completed work in its portfolio, case studies, website, and marketing materials for business development purposes. Client names and logos may be used in the Company's client list. Confidential business data, internal metrics, and proprietary information will never be shared without explicit Client consent.

14.5 Third-Party Assets

Deliverables may include third-party assets such as stock images, fonts, music, or software libraries that are licensed rather than owned. The Client is responsible for maintaining any required licenses for third-party assets after project handoff. The Company will clearly identify any third-party assets and their license terms upon project delivery.

15. Confidentiality

Both parties agree to maintain strict confidentiality regarding all proprietary information exchanged during the course of the engagement. Confidential information includes but is not limited to business strategies, financial data, client lists, technical systems, trade secrets, and any information marked as confidential.

• Confidential information shall not be disclosed to any third party without prior written consent of the disclosing party.
• Confidentiality obligations survive the termination of this Agreement for a period of two (2) years.
• This clause does not apply to information that is publicly available, already known to the receiving party, independently developed, or required to be disclosed by law.

16. Limitation of Liability

• The Company's total liability under this Agreement shall not exceed the total fees paid by the Client for the specific project or service giving rise to the claim.
• The Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, business interruption, or loss of data, regardless of the cause.
• The Company is not responsible for the performance of third-party platforms, tools, or services (e.g., YouTube, Google, social media platforms) that may affect deliverable outcomes.
• The Client acknowledges that organic content strategies involve inherent uncertainty and that the Company does not guarantee specific view counts, subscriber numbers, lead volumes, or conversion rates unless explicitly stated in a separate performance guarantee agreement.

17. Termination

17.1 Client Termination

The Client may terminate this Agreement by providing fifteen (15) working days' written notice to the Company via official email or the Client Portal. Termination does not relieve the Client of payment obligations for work already completed or in progress.

17.2 Company Termination

The Company may terminate this Agreement immediately if:

• The Client fails to make payment within thirty (30) calendar days of the invoice due date.
• The Client breaches any material term of this Agreement and fails to remedy the breach within ten (10) working days of written notice.
• The Client engages in abusive, threatening, or unprofessional conduct toward Company team members.
• Continued service would require the Company to act in violation of applicable laws or regulations.

17.3 Post-Termination

• Upon termination, the Company will provide all completed deliverables for which full payment has been received within ten (10) working days.
• All Company access to Client accounts, channels, and systems will be revoked within five (5) working days of termination.
• Outstanding invoices remain due and payable regardless of termination.
• Data retention and deletion will be handled in accordance with our Privacy Policy and GDPR obligations.

18. Dispute Resolution

• Both parties agree to attempt resolution of any disputes through good-faith negotiation before pursuing formal proceedings.
• If negotiation fails within thirty (30) calendar days, the dispute shall be referred to mediation administered by a mutually agreed mediator.
• If mediation fails, the dispute shall be resolved under the laws of Sri Lanka, and the courts of Sri Lanka shall have exclusive jurisdiction.
• Each party shall bear its own costs for dispute resolution unless otherwise ordered by a court or arbitrator.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Democratic Socialist Republic of Sri Lanka. Both parties submit to the exclusive jurisdiction of the courts of Sri Lanka for any legal proceedings arising out of or relating to this Agreement.

20. Amendments & Modifications

The Company reserves the right to update, modify, or amend these Terms and Conditions at any time. When material changes are made:

• The Company will notify active Clients via email at least fifteen (15) working days before the changes take effect.
• Updated terms will be published on the Company website and Client Portal.
• Continued use of our services after the effective date of amendments constitutes acceptance of the updated terms.
• If a Client does not agree with the amended terms, they may terminate the Agreement in accordance with Section 17.

21. Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent.

22. Entire Agreement

This Agreement, together with any signed service agreements, project proposals, and statements of work, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, commitments, and understandings, whether written or oral. No oral or written representation by either party's employees or agents that is not contained herein shall be binding.

Acknowledgment

By engaging our services, making a payment, or signing a service agreement with GroovyMark PVT Ltd (trading as Revenue Growth Partner), the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions in their entirety.