Terms and Conditions

The short version

• Your proposal or statement of work is the document that actually defines the job. These terms fill in everything it does not say.
• Retained work runs month to month with 30 days' written notice on either side. We do not use annual lock-ins.
• You own your accounts, data and paid-for deliverables. Nothing is held back if you leave.
• Ad spend is paid by you, directly to the platform. We do not mark it up and we do not bill it through us.
• We cannot guarantee rankings, a specific cost per lead, or a specific return. Nobody can, and any agency that does is either misleading you or gaming the metric.
• Our liability is capped at the fees you paid us in the preceding three months. That is a normal cap for services of this value, and it is stated plainly rather than buried.

Who these terms apply to

"We", "us" and "Mind Your Ads" mean the Mind Your Ads entity you are contracting with — our India office for Indian engagements, our United States office for US engagements. "You" means the person or business using this website or engaging our services.

By using this website you accept the website terms. The rest of this document applies once you engage us. If you are agreeing on behalf of a company, you confirm you have authority to do so.

Where a signed agreement, proposal or statement of work conflicts with these terms, that document takes precedence for the engagement it covers.

Using this website

• Use it lawfully. Do not attempt to break, probe or overload it, submit automated form entries, or scrape it at a volume that degrades it for others.
• The text, design, code, structure and original images on this site belong to Mind Your Ads. You may read, quote briefly with attribution, and link to any page. You may not republish substantial parts of it as your own.
• Third-party names, logos and trade marks appearing on this site — platforms we work with, and clients on our portfolio — belong to their respective owners and appear for identification only.
• Content on this site is general information, not advice for your specific situation. Pricing shown is indicative of typical engagements; your proposal is the binding figure.
• We may link to other websites. We do not control them and are not responsible for their content.
• We aim to keep the site available and accurate, but we do not warrant uninterrupted availability or freedom from error, and we may change or withdraw content at any time.

How an engagement starts

Nothing binds either of us until this sequence is complete:

1. You enquire, and we talk — usually a 30-minute call.
2. We review what already exists: account structure, tracking, site performance, and whether the numbers can work.
3. We send a written proposal or statement of work that itemises deliverables, fees, timeline and how success will be measured.
4. You accept it in writing, and the first invoice is settled in line with fees and invoicing.

An enquiry, a quotation, a verbal discussion or a draft proposal does not by itself create a contract, and neither of us is committed until step four is done.

Scope and changes

The proposal or statement of work defines what is included. Anything not written there is out of scope — not as a technicality, but because unwritten scope is where agency relationships go wrong.

• Changes are agreed in writing before work starts on them, with any fee or timeline impact stated at the same time.
• Where a proposal includes a fixed number of revisions, additional rounds are quoted separately before they begin.
• Timelines assume you supply information, access and approvals when asked. Delays on your side move the delivery date by at least the length of the delay.
• If a project stalls on your side for more than 60 days, we may invoice for work completed to that point and reschedule the remainder against current availability.

What we need from you

• Accurate information about your business, products, margins and constraints. Advice built on wrong numbers is wrong advice.
• Access to the accounts the work requires, granted to our named users.
• A named decision-maker who can approve work, and reasonable turnaround on approvals.
• Content, assets and permissions you are responsible for supplying, and confirmation that you have the right to use them.
• That your products, claims and advertising comply with the law and with platform policy. You are responsible for the truth of what we are asked to advertise.

Account and asset ownership

This section matters more than most of this document, so it is stated without hedging.

• Advertising and analytics accounts are yours. Google Ads, Google Analytics, Search Console, Merchant Center, Meta Business, and any equivalent are created in your name with you as owner. We work inside them as a linked manager or named user.
• We do not run your spend through an account we own. That arrangement leaves your entire performance history with the agency when you leave, and we do not use it.
• Your domain, hosting and code are yours, registered and held in your name.
• Your data is yours — conversion history, audience lists, customer data, reports.
• On termination, we remove our access. Nothing needs to be transferred because nothing was ever held in our name, and nothing is withheld over an unpaid balance except deliverables not yet paid for (see intellectual property).

Ad spend and media billing

• Advertising spend is billed by the platform directly to your payment method, in your own account.
• We take no commission or markup on media. Our fee is separate and stated in your proposal.
• You are responsible for keeping a valid payment method on the account. Campaigns stop when billing fails, and we cannot prevent that.
• Budgets are set with your written approval. We will not increase spend without it.
• Platforms may overdeliver slightly within their own documented tolerances. That is the platform's behaviour, not ours, and we monitor for it.
• Ad spend paid to a platform is never refundable by us. It is not our money and it never passes through our accounts.

Fees, invoicing and tax

• Retainers are invoiced monthly in advance. Project fees follow the milestone schedule in your statement of work.
• Payment terms are stated on the invoice; unless agreed otherwise, invoices are due within 7 days.
• Fees are exclusive of taxes. Indian engagements attract GST at the applicable rate. US engagements are invoiced exclusive of any applicable sales tax, and we will provide the documentation your accountant needs.
• Bank charges, currency conversion costs and payment-gateway fees are yours.
• If an invoice is more than 14 days overdue we may pause work after written notice. We will tell you before we pause rather than letting campaigns quietly degrade.
• Fees may be reviewed on renewal or at 60 days' notice. A fee change never applies retrospectively.
• Third-party costs — stock assets, premium tools, paid plugins, translation — are passed through at cost and only with your prior approval.

Term, notice and termination

• Retained services run month to month. Either of us may end the engagement with 30 days' written notice, effective at the end of the following billing month.
• Project work runs until the agreed deliverables are complete.
• Either of us may terminate immediately if the other materially breaches these terms and does not fix it within 14 days of being told, becomes insolvent, or is required to stop by law or platform policy.
• We may terminate immediately if we are asked to do something unlawful, deceptive, or in breach of platform policy, and you decline to change course.
• On termination: fees for work performed up to the termination date are payable; prepaid amounts for work not yet performed are handled under our refund policy; we remove our access to your accounts; and we hand over work in progress that has been paid for.
• We will not hold your accounts, data or live campaigns hostage in a dispute. Any disagreement over money is settled as a matter of money.

Results and what we do not guarantee

We will apply reasonable skill and care, follow platform policy and current best practice, and tell you honestly how things are going, including when they are going badly. What we cannot do is promise an outcome, because outcomes depend on your pricing, your market, your competitors' budgets, your sales follow-up, and algorithm changes none of us control.

Specifically, and deliberately:

• We do not guarantee a position in search results. Google's own guidelines say no one can.
• We do not guarantee a cost per click, cost per lead, conversion rate or return on ad spend, and we do not put a projected figure in a contract as though it were a commitment.
• We do not guarantee that a specific keyword, audience or placement will remain available or affordable.
• We do not guarantee outcomes affected by platform decisions — account suspensions, policy changes, ad disapprovals, algorithm updates or product deprecations.
• Forecasts, benchmarks and industry statistics we share are estimates and third-party context, not promises.

Where a proposal states a target, that is a target we are working towards and will report against honestly. It is not a warranty, and neither of us should pretend otherwise.

Intellectual property

• Deliverables you have paid for are yours on receipt of payment in full — campaign structures, ad copy, creative, written content, designs and custom code produced for you.
• Until they are paid for, they remain ours, licensed to you only for review.
• Our own pre-existing materials — frameworks, templates, checklists, internal tools, audit methodology — stay ours. You receive a perpetual, non-exclusive licence to use them as embedded in your deliverables, but not to resell or license them separately.
• Third-party assets (stock images, fonts, plugins, libraries) are licensed on their own terms, which we will identify. Where a licence is in your name, maintaining it is yours.
• Material you supply stays yours, and you grant us the licence needed to use it for your campaigns.
• You confirm you have the rights to everything you supply. If a third party claims otherwise about material you gave us, that claim is yours to answer.

Confidentiality

Each of us will keep the other's non-public information confidential, use it only for the engagement, and disclose it only to people who need it and are under the same duty. This continues for three years after the engagement ends, and indefinitely for anything that is a trade secret.

It does not apply to information that is already public, was already known without a duty of confidence, is independently developed, or must be disclosed by law — and in that last case we will tell you first if we are permitted to.

Data protection

How we handle personal data is set out in our privacy policy, which forms part of these terms.

For personal data inside your marketing accounts, you are the Data Fiduciary or controller and we act as processor on your instructions. Each of us will comply with applicable data protection law, including India's Digital Personal Data Protection Act, 2023 and, where relevant, the UK and EU GDPR. We will sign a data processing agreement on request.

You are responsible for the lawful basis of any customer data you ask us to upload or target, including consent for customer-match and similar audiences. We will tell you when a request looks non-compliant, and we will not proceed with it if it is.

Third-party platforms

Much of our work happens inside platforms we do not control. Google, Meta, LinkedIn and the rest set their own policies, change them without consulting either of us, and may disapprove ads, restrict features or suspend accounts.

• Your use of those platforms is governed by their terms, which you accept directly with them.
• We are not liable for platform outages, policy changes, pricing changes, feature removals, disapprovals or suspensions.
• Where a suspension is appealable we will help you appeal it as part of the engagement. We cannot promise the appeal will succeed.
• We are not responsible for click fraud or invalid traffic, which platforms detect and credit under their own policies. We will monitor for it and pursue credits on your behalf where we can.

Work we will not take on

We reserve the right to decline or end an engagement, without that being a breach on our part, where the work would involve:

• Advertising that is unlawful, deceptive, or breaches platform policy or advertising codes — including India's ASCI guidelines and their addenda on influencer disclosure and credentials.
• Claims we have asked you to substantiate and you cannot.
• Link buying, private blog networks, cloaking, or anything else that puts your domain at risk of a manual action.
• Fake reviews, fabricated testimonials, purchased engagement or bot traffic.
• Undisclosed paid endorsements, or influencer work that omits legally required disclosure or credentials.
• Any request to target or exclude audiences on a basis prohibited by law or platform policy.

This is not a moral posture so much as a practical one: every item on that list eventually costs the client more than it ever returned.

Warranties and liability

We warrant that we will perform the services with reasonable skill and care, using suitably experienced people. Beyond that, and to the fullest extent the law allows, our services are provided without further warranties, express or implied.

Neither of us is liable to the other for:

• Loss of profit, revenue, anticipated savings, business, goodwill or reputation;
• Loss or corruption of data, except where we caused it by failing to take the security measures described in our privacy policy;
• Indirect or consequential loss of any kind.

Our total liability arising out of or in connection with an engagement is limited to the fees you paid us in the three months immediately before the event giving rise to the claim — excluding ad spend, which never passes through our accounts.

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Indemnity. You will indemnify us against third-party claims arising from material you supplied, claims you asked us to make, products or services you sold, or your breach of these terms. We will indemnify you against third-party claims that original material we created for you infringes their intellectual property rights.

Force majeure. Neither of us is liable for delay or failure caused by events outside reasonable control — including platform outages, internet or power failure, government action, natural disaster or civil disruption. The affected obligations are suspended, not excused forever, and if the event lasts more than 60 days either of us may terminate.

Use of your name

We may name you as a client and show your logo on our website and in proposals, and we may describe the type of work at a general level. We will not publish your performance figures, strategy, internal data or creative without your written permission, and you can ask us to remove your name at any time — that request does not need a reason and will be actioned within 14 days.

General

• Non-solicitation. During an engagement and for six months afterwards, neither of us will solicit the other's employees or contractors who worked on it. A general job advertisement is not solicitation.
• Subcontracting. We may use vetted specialists for parts of the work. We remain responsible for what they do and they are bound by the same confidentiality obligations.
• Assignment. Neither of us may assign the engagement without the other's written consent, except to a successor of substantially the whole business.
• No partnership. We are independent contractors. Nothing here creates a partnership, joint venture or employment relationship.
• Notices. Written notice means email to the addresses used for the engagement, or post to the registered addresses, and takes effect on delivery.
• Entire agreement. Your proposal or statement of work together with these terms and our privacy and refund policies is the whole agreement, and replaces anything said beforehand.
• Severability. If a provision is unenforceable, the rest continues in force.
• Waiver. Not enforcing something once does not waive the right to enforce it later.
• Third parties. Nobody outside this agreement acquires rights under it.
• Changes. We may update these terms; the date at the top shows when. Changes apply to the website immediately and to existing engagements from the start of the next billing month. If a change materially disadvantages you, tell us and we will discuss it rather than impose it.

Governing law and disputes

• Engagements contracted through our India office are governed by the laws of India, and the courts at New Delhi have exclusive jurisdiction.
• Engagements contracted through our United States office are governed by the laws of the State of Washington, and the state and federal courts located in King County, Washington have exclusive jurisdiction.
• Use of this website by anyone is governed by the laws of India.

Before anyone files anything, we will try to sort it out. Raise the issue in writing, and we will respond within 14 days and attempt to resolve it in good faith within 30. Most disputes in this industry are a misunderstanding about scope, and most of those are cheaper to talk through than to litigate.

Contact

Questions about these terms: contact@mindyourads.com, or the office details on our contact page.

These terms are written in plain language for readability. They are not legal advice to you, and where a signed agreement between us says something different, that agreement governs.