Terms That Protect Innovation & Trust.

Definitions

For the purposes of these Terms of Service, the following definitions apply throughout this document:

Acceptance of Terms

By accessing our website at groshala.com, booking a Diagnostic Audit, signing a service agreement, or using any GroShala service, you confirm that you have read, understood, and agree to be bound by these Terms of Service.

These terms apply to all visitors, prospective clients, and existing clients. If you are accepting these terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

Our Services

GroShala provides AI-native business growth and automation services across four core engines. The specific scope of services provided to each client is defined in the individual service agreement or proposal.

GroShala reserves the right to modify, suspend, or discontinue any service at any time with reasonable notice to affected clients. We also reserve the right to decline any engagement at our sole discretion.

Client Engagement & Responsibilities

A formal engagement between GroShala and a client begins upon execution of a written service agreement, acceptance of a proposal, or receipt of a deposit payment — whichever occurs first.

To ensure successful delivery of services, clients agree to:

• Provide accurate, complete, and timely information required for GroShala to perform the agreed services
• Designate a primary point of contact who has authority to make decisions on behalf of the client
• Respond to requests for approvals, feedback, or information within the timeframes specified in the agreement
• Grant GroShala access to necessary platforms, accounts, and tools required to deliver the services
• Ensure all materials provided to GroShala are legally owned or licensed for use
• Not engage third parties to perform the same or substantially similar services during an active GroShala engagement without prior written consent

Commercial Terms

All fees for GroShala's services are outlined in the relevant service agreement or proposal document. By accepting a proposal, the client agrees to the payment terms specified therein.

• Deposit: Most engagements require a non-refundable deposit of 50% of the total project fee before work commences
• Invoicing: Invoices are issued as per the payment schedule agreed in the service agreement — typically upon project milestone completion or on a monthly retainer basis
• Payment Terms: All invoices are due within 7 business days of the invoice date unless otherwise agreed in writing
• Late Payments: Invoices not paid within 14 days of the due date may attract a late payment fee of 2% per month on the outstanding balance
• Suspension of Services: GroShala reserves the right to pause all services if payment is overdue by more than 14 days, without liability to the client
• Currency: All fees are quoted and payable in Indian Rupees (INR) unless expressly stated otherwise in the agreement
• Taxes: All fees are exclusive of applicable taxes including GST. Taxes will be added to invoices as required by law

Ownership of Deliverables & Intellectual Property

The ownership of deliverables produced by GroShala is governed by the following framework:

Clients grant GroShala a non-exclusive license to use their brand materials, logos, and content solely for the purpose of delivering the agreed services. This license terminates upon conclusion of the engagement.

Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and sensitive information shared during the course of the engagement. This obligation remains in effect for a period of 2 years after the termination of the engagement.

• GroShala will not disclose client business strategies, financial information, or proprietary data to any third party without prior written consent
• Clients will not reproduce, share, or repurpose GroShala's proprietary methodologies, frameworks, or internal tools without express written permission
• Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law
• Both parties agree to implement reasonable security measures to prevent unauthorised disclosure of confidential information

Responsible Use Policy

By using GroShala's website and services, you agree not to engage in any of the following prohibited activities:

• Using our services for any unlawful, fraudulent, or deceptive purpose
• Attempting to gain unauthorised access to any GroShala systems, platforms, or client accounts
• Submitting false, misleading, or infringing materials for use in deliverables
• Reverse engineering, copying, or reproducing GroShala's proprietary systems or methodologies
• Using GroShala's name, brand, or testimonials in any promotional material without prior written consent
• Engaging in any conduct that could damage the reputation or business relationships of GroShala
• Soliciting GroShala employees, contractors, or associates for employment or competing projects during and for 12 months after an active engagement

Warranties & Disclaimers

GroShala warrants that:

• Services will be delivered with reasonable skill, care, and professional expertise
• GroShala has the right to enter into service agreements and perform the described services
• Deliverables will not, to the best of GroShala's knowledge, infringe any third-party intellectual property rights

Except as expressly stated above, GroShala's services are provided on an "as is" and "as available" basis without warranties of any kind, express or implied, to the fullest extent permitted by applicable law.

Limitation of Liability

To the maximum extent permitted by applicable law, GroShala's total liability to any client for any claim arising out of or relating to these terms or the services shall not exceed the total fees paid by the client to GroShala in the 3 months immediately preceding the event giving rise to the claim.

GroShala shall not be liable for any of the following, even if advised of the possibility of such damages:

• Loss of profits, revenue, or anticipated savings
• Loss of business, contracts, or opportunities
• Loss of data or information
• Indirect, incidental, special, or consequential damages of any kind
• Damages arising from third-party platform changes, algorithm updates, or policy changes (including but not limited to LinkedIn, Google, Meta, or TikTok)
• Damages resulting from the client's failure to comply with their obligations under these terms

Termination

Either party may terminate a service agreement as follows:

• By the Client: With 30 days written notice. Fees for work completed or in progress at the time of notice remain payable. Deposits and fees for completed phases are non-refundable
• By GroShala: With 14 days written notice for any reason, or immediately in the event of a material breach by the client
• Immediate Termination: GroShala may terminate with immediate effect and without refund if the client engages in prohibited conduct, fails to make payment after reasonable notice, or acts in a manner that is abusive, threatening, or harmful to GroShala's team or reputation

Upon termination, the client must immediately cease using any GroShala systems, tools, or access credentials. All outstanding invoices become immediately due and payable. Clauses relating to confidentiality, IP ownership, and limitation of liability survive termination.

Dispute Resolution

In the event of any dispute arising out of or in connection with these terms or any GroShala service, the parties agree to the following resolution process:

• Step 1 — Good Faith Negotiation: Both parties agree to first attempt to resolve any dispute through direct, good-faith negotiation within 30 days of written notice of the dispute
• Step 2 — Mediation: If negotiation fails, the parties agree to submit the dispute to a mutually agreed mediator before initiating any formal legal proceedings
• Step 3 — Arbitration: If mediation is unsuccessful, the dispute shall be finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India), with proceedings conducted in English

Governing Law & Jurisdiction

These Terms of Service and any disputes arising hereunder shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

For clients based outside India, GroShala acknowledges that certain mandatory consumer protection laws of the client's jurisdiction may apply. In such cases, these terms shall be interpreted in compliance with applicable local mandatory law, with all other provisions remaining fully in effect.

The courts of India shall have exclusive jurisdiction over any dispute not resolved through the dispute resolution process outlined in Section 12, subject to the arbitration clause above.

Policy Updates & Version History

GroShala reserves the right to update or modify these Terms of Service at any time. When changes are made:

• The "Last Updated" date at the top of this page will be revised
• For material changes, GroShala will notify active clients by email at least 14 days before the changes take effect
• Continued use of GroShala's services after the effective date of any changes constitutes acceptance of the updated terms
• If you do not agree to the updated terms, you must notify GroShala in writing before the effective date and cease using our services

Contact & Legal Notices

For any questions regarding these Terms of Service, legal notices, or formal communications, please contact GroShala through the following channels:

All legal notices must be sent in writing via email to deepak@groshala.com. Notices are deemed received on the next business day after sending, provided no delivery failure notification is received.