Terms & Conditions

MONIMO LLP (hereinafter referred to as “Vendor” or “the Vendor”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and assigns) and the Company (hereinafter referred to as, “Company” or “the Company”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and assigns) may each be referred to in this Agreement as a “Party” and collectively as the “Parties”.

  1. DEFINITIONS
    In this Agreement, unless the context otherwise requires, the following expressions shall have the meaning assigned to them:
    1. “Intellectual Property” means all patents, trademarks, permits, service marks, brands, trade names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licences, franchises, formulae, designs, rights of confidential information and all other intellectual property.
    2. “Intellectual Property Rights” means all rights, benefits, title or interest in or to any Intellectual Property, anywhere in the world (whether registered or not and including all applications for the same).
    3. “Service Fee” means the fee to be paid by the Company for the Services offered by the Vendor. 
    4. ‘’Infrastructure’’ means the development, deployment and consulting of any form of digital softwares, APIs, tools and strategies to collect & utilise the data including but not limited to helping companies execute their sales outreach and marketing efforts in a specific fashion as mentioned in the agreement. 
    5. “Assets” means any form of digital or physical marketing or technical material required by the Vendor in order to bring justice to the services promised to the Company.
    6. ‘’Tasks’’ means any request made by the Company in writing to the Vendor or any deliverable agreed upon in the agreement. 
    7. “SQL or Sales Qualified Lead” means any lead that is converted due to the B2B or B2C sales activity where the customer has shown an interest and has either booked a meeting, or attended a workshop that can take this lead further to be converted into a business prospect or successful sales contract.  

All terms or expressions used in this Agreement but not defined herein would carry the same meanings as defined under, including notifications, guidelines issued thereunder and any amendments thereto

  1. RELATIONSHIP
    1. It is the intent of the Parties that with respect to the Services, each Party is an independent contractor, with the authority to control, oversee, and direct the performance of the details of the Services. 
    2. This Agreement is entered into on a non-exclusive principal-to-principal basis, and the Parties reserve their rights to enter into similar arrangements with other persons.
  2. REPRESENTATIONS AND WARRANTIES
    1. The Company and ​​the Vendor represent and warrant as follows:
      1. Both the parties have taken all required corporate, statutory and other approvals for enabling them to sign, execute and deliver this Agreement, and the person signing this Agreement has been duly authorized to sign, execute and deliver this Agreement and to bind the Parties hereto. 
      2. This Agreement has been duly executed and delivered on behalf of both parties, and they have all requisite power and authority to execute and deliver this Agreement. 
      3. The Company owns all intellectual property rights and proprietary rights in the material and information made available by the Company to the Vendor for the purpose of enabling it to refer persons to the Company who are desirous of availing of the products/services offered by the Company.
      4. The Vendor acknowledges that the Company has entered into this Agreement on the basis of and in full reliance on representations of the Vendor. The Vendor will follow the procedure and process as may be intimated to it by the Company from time to time or discussed with the Vendor for referring the prospective Customer who intend to avail the products/services being made available by the Company.
      5. The vendor will comply with instructions and procedures as mutually agreed from time to time. The vendor agrees to exercise due care and diligence in performing its duties under these terms.
      6. It is hereby understood in all cases that the relationship between the Company and the Vendor is that of principal to principal.
  3. CONFIDENTIALITY & NON-DISCLOSURE
    1. Both parties agree to maintain confidentiality and secrecy of all information received by it and/or its personnel either directly or in the course of dealing with the Company or the Vendor and or its employees and under this Agreement. 
    2. The Vendor further undertakes to utilize such information only for the Services as provided in Annexure A and not for any other purpose which may prove detrimental to the interest of the Company and/ or its employees and /or its unitholders. 
    3. The Vendor shall neither use nor display the name, logo or mark of the Company (or any logo or mark similar thereto) in any manner unless specified in writing by the Company. Reference to the Company name or logo as its existing Company for the services offered by the Vendor is, however, agreed upon by both parties.  
    4. The Parties hereby unconditionally agree and undertake that they shall provide prior intimation to the other Party before disclosing the terms and conditions of this Agreement or disclose the information, including Confidential Information, submitted under this Agreement.
    5. All details, documents, data, applications, software, systems, papers, statements and business / Customer information which is communicated in writing, whether or not specifically marked “Confidential”, by the Company to the Vendor, shall be treated as absolutely confidential and the Vendor shall irrevocably agree and undertake to ensure that they shall keep the same as secret and confidential and that they shall not disclose the same, in whole or in part to any person without the prior written permission of the Company nor shall use or allow to be used any information, other than as may be necessary for the due performance of their obligations hereunder.
  4. FEES AND CHARGES
    1. The Company shall pay to the Vendor the Service Fees for the Services rendered by it as provided in Annexure B or as may be mutually agreed from time to time between the Parties.
    2. The Service Fees payable under this Agreement is exclusive of any applicable taxes, surcharges, or other like amounts assessed by any governmental authority arising as a result of the provision of the Services by the Vendor to the Company under this Agreement and such income taxes,  surcharges or other like amounts on the Service Fees received by the Vendor shall be borne/payable by the Vendor. 
    3. The Service Fee payable by the Company to the Vendor under this Agreement shall constitute full and adequate compensation for all Services rendered by the Vendor to the Company pursuant to this Agreement along with applicable taxes like GST, CESS or VAT.  
    4. The Company is required to pay the bills in full amount within 15 days of the date of invoice.
  5. COMPLIANCE WITH APPLICABLE LAWS/ REGULATIONS
    1. The vendor shall comply with all applicable laws and regulations, both in letter and in spirit, in all the territories in which it operates. The vendor ensures it adopts and follows the GST (Goods and Services Tax) requirements by timely submissions and compliance with the GST requirement without deviating as required by law.  The Company reserves its right to claim indemnity in the event of any deviations noticed in GST compliance.
    2. Parties will be solely responsible for providing accurate and correct information with regard to its address, phone number, email ID, PAN, KYC, Self-Declaration, GST Registration Certificate Number etc and update the same as and when there is a change.
  6. NON SOLICITATION
    The Company shall not, during the Term of this Agreement and for a period of 24 (twenty-four) months after the expiry of this Agreement, directly or indirectly, hire or attempt to hire for any purpose whatsoever, any employee or consultant or agent(s) of the Service Provider, who was associated with the Service Provider at any time during the last 12 (twelve) months preceding the date of such determination and shall use their best efforts to prevent any of their related entities from taking any such action.
  1. INDEMNIFICATION
    1. The Company shall indemnify, defend and hold harmless the Vendor, its affiliates, officers, directors, and employees from and against any third-party claims, demands, suits, losses, liabilities, damages, costs, and expenses, arising out of or relating to (i) any allegation that the Company’s materials or instructions infringe the Intellectual Property Rights of any other Person; (ii) breach of any representations or warranties made by the Company in this Agreement; and (iii) any breach of obligations by the Company under this Agreement. The Vendor’s total liability under this Agreement shall be limited to the total fees paid by the Company to the Vendor in the respective month preceding the event giving rise to the claim. In no event shall either Party be liable for any indirect, special, incidental, consequential or punitive damages.
    2. The Indemnified Party shall be entitled, in its absolute discretion, to take such action as it may deem necessary to dispute, resist, appeal, or contest any claim or proceeding (including without limitation, making claims, proceedings or counterclaims against Persons.).
    3. The indemnification rights of the Indemnified Party shall be without prejudice to other rights and remedies that the Indemnified Party may have at law or equity including without limitation to seek specific performance, rescission, restitution or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby.
  1. WARRANTY
    Notwithstanding anything provided under this Agreement, the Vendor shall not be liable to provide any damages or warranty on such damages to the technological products or strategies developed and fixed by the Vendor incurred due to: (a) any force majeure event beyond the control of the Vendor; (b) any negligence or misconduct of the employees, agents or representatives of the Company; (c)  any theft of the property or breach of the property due to any cyberattack unforeseen by the Vendor; and (d) any change in the applicable laws.
  1. GOVERNING LAW
    This Agreement shall be governed by and construed in accordance with the laws of India. Subject to Clause 15 below, the courts in Mumbai shall have exclusive jurisdiction on the matters arising from or in connection with this Agreement, without regard to the principles of conflict of laws.
  1. DISPUTE SETTLEMENT & JURISDICTION
    1. All disputes and differences arising out of or in connection with any of the matters set out in this Agreement (“Dispute”), if not resolved by amicable settlement within 30 (thirty) days from the Dispute, shall be finally and conclusively determined by arbitration by a sole arbitrator mutually appointed by the Parties to the Dispute, in accordance with the provisions of the Arbitration and Conciliation Act, 1996, for the time being in force, which rules are deemed to be incorporated by reference in this clause. The arbitrator shall reach and render a reasoned decision in writing with respect to the appropriate award to be rendered or remedy to be granted pursuant to the Dispute.
    2. This Clause shall survive the termination of this Agreement. The arbitration shall be conducted in English, and the seat and the venue for arbitration shall be Mumbai. 
    3. Nothing shall preclude any Party from seeking interim or permanent equitable or injunctive relief, or both, from the competent courts, having jurisdiction to grant relief on any disputes or differences arising from this Agreement. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy through the arbitration described in this Clause.

Service Terms:

  1. Performance and Responsibility
    1. The Vendor shall diligently perform the Services to generate Sales Qualified Leads (SQL) or Sales-Qualified Leads (SQL) (collectively referred to as “Leads”) for the Company.
    2. In the cold outreach encompassing email and LinkedIn outreach, the Company shall provide necessary information regarding the existing sales process and any collateral available. The Company understands that this is an outbound sales activity specifically meant to help build a better revenue pipeline and any communication sent to potential prospects of the Company shall never be deemed a spamming activity. 
    3. The sales and managing team of the Company shall conduct at least three knowledge transfer sessions (With CEO, Director of Sales and Sales Lead or Head of Customer Service) detailing current and past processes to ensure the effectiveness of the outreach process and setup.
    4. The vendor shall manage only the B2B/B2C Cold Outreach Automation on LinkedIn and Emails, and initial performance-based evaluation by the end of 90 days of service shall be due for both parties. 
    5. The vendor shall employ best industry practices and expertise to generate high-quality Leads; however, the Company acknowledges that lead closure is solely dependent on their sales team’s efforts and factors beyond the Vendor’s control.
    6. The vendor shall not be held liable for any failure to convert leads into sales, including but not limited to, changes in market conditions, competitor actions, or the Company’s internal factors.
  2. Anomalies and Success Factors
    1. The Vendor shall manage the outreach process until meetings are booked and will transfer the set and pre-vetted leads to the Sales team for closing. The Company is responsible for calling the leads generated from the mentioned outreach process and the Vendor shall not be responsible for any performance issues faced during closing deals or contractual formalities.
    2. The parties acknowledge that certain anomalies, such as lack of content on the Company’s website, slow organic growth on social media, and low online presence of the Company’s social media activity, may impact the effectiveness of the Services.
    3. The Company agrees to promptly address any identified anomalies or hindrances to the success of the Services, including providing necessary resources and access to information.
    4. The company understands the needs and wants of the process to run at best and agrees to issue content pieces as and when required. These assets include but are not limited to, posting blogs, hosting relevant landing pages, issuing e-books & sales decks or any other marketing or sales-related content.
  3. CRM Usage
    1. The Company agrees to utilize a dedicated Customer Relationship Management (CRM) system for managing Leads generated through the Vendor Services.
    2. The Vendor shall provide necessary training and support for the Company’s effective utilization of the CRM system.
    3. The Company acknowledges that failure to utilize the designated CRM system may affect the accuracy and tracking of Leads generated through the Services.
  4. Initial Ramp-up Period
    1. The Company acknowledges that the initial 90 days of the Services may involve a ramp-up period for campaign initiation, testing, and optimization.
    2. The vendor shall provide regular progress reports and updates to keep the Company informed of the performance during the initial period.
  5. LinkedIn Ads Integration (If applicable)
    1. LinkedIn marketing budget to be approved by the Company and mutually agreed upon by the Vendor. 
    2. Additional Management fee is applicable by Mutual Agreement in writing.
    3. After the date of commencement of the Service, the Company agrees to explore additional lead generation avenues if required and suggested by the Vendor, including the integration of LinkedIn Ads, to enhance lead quality and expand outreach efforts.
    4. The implementation of LinkedIn Ads shall be subject to mutual agreement on budget allocation and strategy.
  6. Targets and Deliverables
    1. Targets and deliverables are outlined below, providing clear expectations for both parties and serving as a reference point for performance evaluation.
    2. Any changes or modifications to the targets and deliverables shall be mutually agreed upon in writing by both parties.
  1. Relevancy of Leads 
    1. A meeting booked by the Vendor is considered to be relevant if any of the below-mentioned positions are a part of the meeting. 
    2. The Vendor is not responsible for the performance or the outcome of the meeting whatsoever in case the lead denies or does not opt of the services/products sold by the Company on the call.
    3. If the meeting is deemed to be relevant, the Company agrees to compensate for the variable component (if applicable) in the upcoming invoice. The Company also agrees to comply with the “FEES AND CHARGES” terms mentioned in Section 5 of this agreement. 
  2. Tool Costs and Billing
    1. The vendor shall bear the costs associated with necessary tools and platforms required for the provision of the Services, subject to prior approval by the Company and 100% advance payment to the Vendor to keep the tool costs running. In the event of a company deciding to opt out of paying for LinkedIn Sales Navigator, the Vendor shall not be liable to pay or source the said license for the company. The Company agrees to the fact that it is crucial for LinkedIn outreach to work out and it may or may not hamper the targets on a case-to-case basis.  
    2. The Company shall reimburse the Vendor for any additional expenses incurred beyond the agreed-upon budget for tools or platforms after written approval.
    3. The Vendor shall ensure timely payment of all platform-related bills to maintain uninterrupted service provision.
    4. Upon termination of the Agreement, within 30 days, the Vendor shall provide all necessary documentation and facilitate the lead lists, reports and performance documentation of the systems developed until the last date of performance. A transfer of tools and systems implemented for the access of the Company or their designated representative shall be considered a knowledge transfer and will be chargeable as per a mutual agreement.
  3. Performance Guarantee
    1. The Vendor does not give any guarantee of minimum Leads per month. However, after the ramp-up period mentioned the lead generation strategy may or may not overdo the projected targets. In the case of a fixed + variable payment model, the Company agrees to be liable to pay for every meeting booked once a written commitment is made from the prospect and a meeting on the Company’s calendar is pushed by the Vendor. 
    2. The Vendor shall prepare outreach content and sequences for all email and LinkedIn campaigns and will veto the quality of the outreach sequence and Ad Banners (if applicable) based on their evaluation while the Company will be informed from time to time during the approval process.
  4. Factors Affecting Loss of Leads
    The loss is contingent upon:
    1. Complete support from the Company’s sales team, including adherence to provided sales scripts and materials, as well as accurate reporting of leads and outcomes.
    2. Reporting of sales team efficiency metrics, employee performance evaluations, and feedback from sales activities to the Vendor is a must if requested in writing.
    3. Cooperation on marketing initiatives, including but not limited to website changes, marketing material approvals, and adherence to social media guidelines provided by the Vendor.
  5. Force Majeure
    In the event of significant business disruptions caused by factors outside the control of either party, including changes in the PESTLE stability of the country, the performance guarantee may be nullified through a written mutual agreement.

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