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Quotation Terms & Conditions

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1. Definitions

In this Agreement:

"Agreement" – these Terms & Conditions together with the accepted Quotation.

"Business Day" – any day other than a Saturday, Sunday, or public holiday in Tamil Nadu, India.

"Client" – the entity or individual that has accepted the Quotation.

"Lead" – a qualified business inquiry or contact generated and delivered to the Client by Pepagora.

"Platform" – the Pepagora online marketplace and associated digital tools available under the subscription.

"Quotation" – the written proposal or order form issued by Pepagora and accepted by the Client.

"Services" – all services described in the Quotation (website setup, lead generation, product listing, email provisioning, digital marketing support, etc.).

"Subscription Term" – the duration specified in the Quotation (1, 2, or 3 years).


2. Payment Terms

2.1 100% payment is due within 3 Business Days of the invoice date or written Quotation acceptance, whichever is first. Services and Platform access commence only upon receipt of full cleared payment.

2.2 Accepted payment modes are as specified on the invoice (bank transfer, UPI, cheque, etc.). Cheque payments are subject to clearance before Services commence.

2.3 If payment is delayed beyond the due date, Pepagora may: (a) suspend Services until full payment is received; and (b) charge interest at 1.5% per month (or the legal maximum, whichever is lower) on the outstanding amount from the due date. Pepagora is not liable for Service delays caused by late or non-payment.


3. Service Activation & Delivery Timeline

3.1 Services activate within 2–5 Business Days of receiving full payment and all required onboarding materials, including business registration details, product information, images, branding assets, and email domain preferences.

3.2 Timelines are estimates. Delays caused by the Client's failure to provide required information, Client-initiated scope changes, or circumstances beyond Pepagora's reasonable control will extend timelines accordingly; Pepagora will notify the Client in writing. Pepagora is not liable for such delays.


4. Client Responsibilities

The Client shall:

Provide accurate, complete, and timely business and product information and materials.

Comply with all applicable laws (consumer protection, advertising, trade, etc.).

Not use the Platform or Services for any unlawful, fraudulent, defamatory, or misleading purpose.

Promptly notify Pepagora of any changes to business details that may affect the Services.

Keep Platform login credentials confidential and accept full responsibility for all activity under its account.

Breach of any of the above entitles Pepagora to suspend or terminate Services in accordance with Clause 18, without prejudice to any other remedy.


5. Subscription Term & Renewal

5.1 The Agreement runs from the date of Service activation for the Subscription Term in the Quotation. It does not auto-renew; the Client must confirm renewal in writing. Pepagora will notify the Client with renewal options and revised pricing at least 30 days before expiry.

5.2 On expiry or non-renewal, access to the Platform, email accounts, and hosted website is suspended. The Client must back up all data before the expiry date; subject to Clause 11.3, Pepagora is not liable for data loss following expiry.


6. Lead Generation & Conversion Disclaimer

Pepagora will generate, qualify, and deliver Leads per the agreed scope. No guarantee is made regarding conversion of Leads into sales, revenue, or any specific business outcome. Conversion depends on external factors (buyer intent, market conditions, Client's pricing, sales process, etc.) outside Pepagora's control. Performance is measured by lead generation metrics, not sales conversions. Following up, negotiating, and closing sales is the Client's responsibility unless expressly agreed otherwise.


7. Product Listings

7.1 Base product listings managed by Pepagora per plan:

1-Year Subscription: 50 products

2-Year Subscription: 75 products

3-Year Subscription: 100 products

7.2 The Client receives training to manage and add further products independently. The Platform supports unlimited total products; the base numbers above refer only to products managed/uploaded by Pepagora under the plan fee.

7.3 Additional products managed by Pepagora beyond the base are charged at ₹150 per product. Requests must be submitted in writing and will be invoiced separately, payable within 7 Business Days.


8. Pricing & Taxes

All prices are in INR and exclude taxes unless stated otherwise. GST (CGST + SGST or IGST, as applicable) is charged at prevailing rates and shown separately on the invoice. The Client is responsible for TDS deductions under applicable law and must provide Pepagora the TDS certificate within legally prescribed timelines. Prices are fixed for the Subscription Term and may only be revised upon renewal (Clause 5.1).


9. Quotation Validity

Quotations are valid for 7 calendar days from issue (unless a different period is stated). After expiry, Pepagora may revise or withdraw the Quotation without obligation. Acceptance after expiry requires re-confirmation of pricing and terms by Pepagora.


10. Refund Policy

10.1 All payments are non-refundable once Services are initiated, Platform access is granted, or onboarding has commenced, except as expressly provided in Clause 10.3.

10.2 Refunds will not be entertained for subjective dissatisfaction with website design, AI-generated visuals, lead quality (where Leads were delivered per agreed metrics), or business outcomes.

10.3 A refund may be considered only for verified service failure directly attributable to Pepagora, meaning Pepagora's failure to deliver agreed Services within Quotation timelines for reasons entirely within Pepagora's control. Claims must be submitted in writing within 30 calendar days of the alleged failure, with supporting documentation. Pepagora will respond within 10 Business Days.

10.4 Approved refunds are processed within 15 Business Days of written management approval, via the original payment mode.


11. Data & Privacy

11.1 Pepagora handles Client data per its Privacy Policy and the Digital Personal Data Protection Act, 2023. The Client grants Pepagora a limited, non-exclusive licence to use Client data, images, and branding solely to provide the Services.

11.2 Client data will not be sold or disclosed to third parties for commercial purposes without written consent, except: (a) as required by law or court order; (b) as necessary for Service delivery (e.g., hosting, email providers); or (c) in aggregated/anonymised form for internal analytics.

11.3 Pepagora will notify the Client within 72 hours of becoming aware of a data breach affecting Client data. On termination, Pepagora will provide a copy of Client data upon written request within 30 days; after 30 days, data may be deleted or anonymised.


12. Email Accounts

12.1 Email accounts included per plan:

Scale Package: 1 official email account

Global Package: Up to 3 official email accounts

12.2 Additional accounts are charged at INR 1,500 per account (written request required; invoiced separately). Post-setup changes or reconfigurations may attract additional charges communicated in advance. Ongoing account management, security, and compliance with anti-spam laws are the Client's sole responsibility. Email accounts are deactivated on expiry or termination; the Client must back up all emails beforehand.


13. AI-Generated Visuals – Scope & Limitations

Pepagora may use AI tools to generate or enhance visual content as part of the Services. AI outputs are creative representations and may not perfectly replicate product specifications, colours, or branding. The Client must supply clear reference images, product descriptions, and brand guidelines; delays in doing so delay delivery. The Client is solely responsible for reviewing, approving, and ensuring the accuracy and legal compliance of all AI-generated visuals before publication. Pepagora is not liable for any claims arising from Client-approved visuals. IP rights in AI-generated visuals created specifically for the Client vest in the Client upon full payment.


14. Intellectual Property

14.1 Pepagora's pre-existing IP (tools, templates, software, platform code, methodologies) remains exclusively Pepagora's. Nothing in this Agreement transfers it to the Client.

14.2 The Client retains ownership of its brand assets and content and grants Pepagora a limited licence to use them solely for delivering the Services. Client Deliverables (websites, product listings, etc.) vest in the Client upon full payment; until then, all rights remain with Pepagora.

14.3 The Client warrants that all materials provided do not infringe third-party IP rights and shall indemnify Pepagora against any resulting claims or losses.


15. Confidentiality

Each party will keep the other's non-public, commercially sensitive information ("Confidential Information") confidential and not disclose it to third parties without prior written consent. Exceptions apply for information that is publicly available (not through the receiving party's fault), already known, received without restriction from a third party, or independently developed. These obligations survive for 2 years after termination.


16. Website, Hosting & Domain

The Client's website is hosted on Pepagora's or managed third-party servers for the Subscription Term. Domains (where applicable) are registered in the Client's name; domain renewal costs and responsibilities are the Client's unless explicitly included in the Quotation. On non-renewal or termination, hosting is suspended; the Client may request website files within 30 days, after which Pepagora has no obligation to retain them. Pepagora is not responsible for downtime due to third-party hosting failures, internet disruptions, force majeure, or scheduled maintenance.


17. Website Preview & Acceptance

On completing a website or significant deliverable, Pepagora will share a preview link. The Client must provide written feedback or approval within 7 calendar days; absence of response within this period constitutes deemed acceptance, and Pepagora will proceed with publishing. Minor revisions are included as specified in the Quotation; major scope changes after approval may attract additional charges.


18. Termination

18.1 Either party may terminate by giving 30 days' written notice. Client-initiated termination does not entitle the Client to a refund except as per Clause 10.

18.2 Pepagora may terminate immediately if: (a) payment is overdue for more than 7 Business Days after a written reminder; (b) the Client breaches a material term and fails to cure within 14 days of notice; or (c) the Client engages in illegal, fraudulent, or abusive conduct.

18.3 On termination: Platform access ceases, all outstanding amounts become immediately due, and each party returns or destroys the other's Confidential Information upon request.


19. Force Majeure

Neither party is liable for delays caused by events beyond its reasonable control (acts of God, pandemics, government actions, infrastructure failures, civil unrest, etc.). The affected party must notify the other promptly and use reasonable efforts to resume performance. If the event continues for more than 60 days, either party may terminate on 14 days' written notice without liability, except for payment of fees for Services already rendered.


20. Limitation of Liability

To the fullest extent permitted by law, Pepagora is not liable for any indirect, incidental, consequential, or punitive damages (including loss of revenue, profits, business, data, or reputation). Pepagora's total aggregate liability shall not exceed the fees paid by the Client in the 12 months preceding the claim. These limitations do not apply to death or personal injury from Pepagora's gross negligence, fraud, or any liability that cannot be excluded by law.


21. Dispute Resolution

Disputes must first be addressed through good-faith negotiations (initiated by written notice). If unresolved within 30 days, either party may refer the matter to mediation (costs shared equally). If mediation fails, disputes are resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole mutually agreed arbitrator (or court-appointed if no agreement within 15 days), seated in Coimbatore, Tamil Nadu, conducted in English. Either party may seek urgent injunctive relief from a competent court without this process.


22. Governing Law & Jurisdiction

This Agreement is governed by the laws of India. Subject to Clause 21, disputes are subject to the exclusive jurisdiction of the courts in Coimbatore, Tamil Nadu.


23. Notices

All formal notices must be in writing, delivered by email (to the address in the Quotation), registered post/courier, or hand delivery with acknowledgement. Email notices are deemed received the next Business Day (if no delivery failure); registered post notices are deemed received 5 Business Days after posting.


24. Amendments

No amendment to this Agreement is valid unless made in writing and signed by authorised representatives of both parties. Verbal agreements do not constitute amendments.


25. Severability

If any provision is held invalid or unenforceable, it will be modified to the minimum extent needed to make it enforceable, or severed if modification is not possible. All remaining provisions remain in full force.


26. No Waiver

Failure to enforce any right or provision is not a waiver of that right. A waiver of one breach does not constitute a waiver of any subsequent breach.


27. Entire Agreement

This Agreement (including the accepted Quotation) constitutes the entire agreement between the parties on its subject matter and supersedes all prior oral or written negotiations, representations, or understandings.


28. Acceptance

By signing or providing written acceptance (including by email) of the Quotation, the Client's authorised representative confirms having read, understood, and agreed to this Agreement and confirms authority to legally bind the Client.

1. Definitions

In this Agreement:

"Agreement" – these Terms & Conditions together with the accepted Quotation.

"Business Day" – any day other than a Saturday, Sunday, or public holiday in Tamil Nadu, India.

"Client" – the entity or individual that has accepted the Quotation.

"Lead" – a qualified business inquiry or contact generated and delivered to the Client by Pepagora.

"Platform" – the Pepagora online marketplace and associated digital tools available under the subscription.

"Quotation" – the written proposal or order form issued by Pepagora and accepted by the Client.

"Services" – all services described in the Quotation (website setup, lead generation, product listing, email provisioning, digital marketing support, etc.).

"Subscription Term" – the duration specified in the Quotation (1, 2, or 3 years).

2. Payment Terms

2.1 100% payment is due within 3 Business Days of the invoice date or written Quotation acceptance, whichever is first. Services and Platform access commence only upon receipt of full cleared payment.

2.2 Accepted payment modes are as specified on the invoice (bank transfer, UPI, cheque, etc.). Cheque payments are subject to clearance before Services commence.

2.3 If payment is delayed beyond the due date, Pepagora may: (a) suspend Services until full payment is received; and (b) charge interest at 1.5% per month (or the legal maximum, whichever is lower) on the outstanding amount from the due date. Pepagora is not liable for Service delays caused by late or non-payment.

3. Service Activation & Delivery Timeline

3.1 Services activate within 2–5 Business Days of receiving full payment and all required onboarding materials, including business registration details, product information, images, branding assets, and email domain preferences.

3.2 Timelines are estimates. Delays caused by the Client's failure to provide required information, Client-initiated scope changes, or circumstances beyond Pepagora's reasonable control will extend timelines accordingly; Pepagora will notify the Client in writing. Pepagora is not liable for such delays.

4. Client Responsibilities

The Client shall:

Provide accurate, complete, and timely business and product information and materials.

Comply with all applicable laws (consumer protection, advertising, trade, etc.).

Not use the Platform or Services for any unlawful, fraudulent, defamatory, or misleading purpose.

Promptly notify Pepagora of any changes to business details that may affect the Services.

Keep Platform login credentials confidential and accept full responsibility for all activity under its account.

Breach of any of the above entitles Pepagora to suspend or terminate Services in accordance with Clause 18, without prejudice to any other remedy.

5. Subscription Term & Renewal

5.1 The Agreement runs from the date of Service activation for the Subscription Term in the Quotation. It does not auto-renew; the Client must confirm renewal in writing. Pepagora will notify the Client with renewal options and revised pricing at least 30 days before expiry.

5.2 On expiry or non-renewal, access to the Platform, email accounts, and hosted website is suspended. The Client must back up all data before the expiry date; subject to Clause 11.3, Pepagora is not liable for data loss following expiry.

6. Lead Generation & Conversion Disclaimer

Pepagora will generate, qualify, and deliver Leads per the agreed scope. No guarantee is made regarding conversion of Leads into sales, revenue, or any specific business outcome. Conversion depends on external factors (buyer intent, market conditions, Client's pricing, sales process, etc.) outside Pepagora's control. Performance is measured by lead generation metrics, not sales conversions. Following up, negotiating, and closing sales is the Client's responsibility unless expressly agreed otherwise.

7. Product Listings

7.1 Base product listings managed by Pepagora per plan:

1-Year Subscription: 50 products

2-Year Subscription: 75 products

3-Year Subscription: 100 products

7.2 The Client receives training to manage and add further products independently. The Platform supports unlimited total products; the base numbers above refer only to products managed/uploaded by Pepagora under the plan fee.

7.3 Additional products managed by Pepagora beyond the base are charged at ₹150 per product. Requests must be submitted in writing and will be invoiced separately, payable within 7 Business Days.

8. Pricing & Taxes

All prices are in INR and exclude taxes unless stated otherwise. GST (CGST + SGST or IGST, as applicable) is charged at prevailing rates and shown separately on the invoice. The Client is responsible for TDS deductions under applicable law and must provide Pepagora the TDS certificate within legally prescribed timelines. Prices are fixed for the Subscription Term and may only be revised upon renewal (Clause 5.1).

9. Quotation Validity

Quotations are valid for 7 calendar days from issue (unless a different period is stated). After expiry, Pepagora may revise or withdraw the Quotation without obligation. Acceptance after expiry requires re-confirmation of pricing and terms by Pepagora.

10. Refund Policy

10.1 All payments are non-refundable once Services are initiated, Platform access is granted, or onboarding has commenced, except as expressly provided in Clause 10.3.

10.2 Refunds will not be entertained for subjective dissatisfaction with website design, AI-generated visuals, lead quality (where Leads were delivered per agreed metrics), or business outcomes.

10.3 A refund may be considered only for verified service failure directly attributable to Pepagora, meaning Pepagora's failure to deliver agreed Services within Quotation timelines for reasons entirely within Pepagora's control. Claims must be submitted in writing within 30 calendar days of the alleged failure, with supporting documentation. Pepagora will respond within 10 Business Days.

10.4 Approved refunds are processed within 15 Business Days of written management approval, via the original payment mode.

11. Data & Privacy

11.1 Pepagora handles Client data per its Privacy Policy and the Digital Personal Data Protection Act, 2023. The Client grants Pepagora a limited, non-exclusive licence to use Client data, images, and branding solely to provide the Services.

11.2 Client data will not be sold or disclosed to third parties for commercial purposes without written consent, except: (a) as required by law or court order; (b) as necessary for Service delivery (e.g., hosting, email providers); or (c) in aggregated/anonymised form for internal analytics.

11.3 Pepagora will notify the Client within 72 hours of becoming aware of a data breach affecting Client data. On termination, Pepagora will provide a copy of Client data upon written request within 30 days; after 30 days, data may be deleted or anonymised.

12. Email Accounts

12.1 Email accounts included per plan:

Scale Package: 1 official email account

Global Package: Up to 3 official email accounts

12.2 Additional accounts are charged at INR 1,500 per account (written request required; invoiced separately). Post-setup changes or reconfigurations may attract additional charges communicated in advance. Ongoing account management, security, and compliance with anti-spam laws are the Client's sole responsibility. Email accounts are deactivated on expiry or termination; the Client must back up all emails beforehand.

13. AI-Generated Visuals – Scope & Limitations

Pepagora may use AI tools to generate or enhance visual content as part of the Services. AI outputs are creative representations and may not perfectly replicate product specifications, colours, or branding. The Client must supply clear reference images, product descriptions, and brand guidelines; delays in doing so delay delivery. The Client is solely responsible for reviewing, approving, and ensuring the accuracy and legal compliance of all AI-generated visuals before publication. Pepagora is not liable for any claims arising from Client-approved visuals. IP rights in AI-generated visuals created specifically for the Client vest in the Client upon full payment.

14. Intellectual Property

14.1 Pepagora's pre-existing IP (tools, templates, software, platform code, methodologies) remains exclusively Pepagora's. Nothing in this Agreement transfers it to the Client.

14.2 The Client retains ownership of its brand assets and content and grants Pepagora a limited licence to use them solely for delivering the Services. Client Deliverables (websites, product listings, etc.) vest in the Client upon full payment; until then, all rights remain with Pepagora.

14.3 The Client warrants that all materials provided do not infringe third-party IP rights and shall indemnify Pepagora against any resulting claims or losses.

15. Confidentiality

Each party will keep the other's non-public, commercially sensitive information ("Confidential Information") confidential and not disclose it to third parties without prior written consent. Exceptions apply for information that is publicly available (not through the receiving party's fault), already known, received without restriction from a third party, or independently developed. These obligations survive for 2 years after termination.

16. Website, Hosting & Domain

The Client's website is hosted on Pepagora's or managed third-party servers for the Subscription Term. Domains (where applicable) are registered in the Client's name; domain renewal costs and responsibilities are the Client's unless explicitly included in the Quotation. On non-renewal or termination, hosting is suspended; the Client may request website files within 30 days, after which Pepagora has no obligation to retain them. Pepagora is not responsible for downtime due to third-party hosting failures, internet disruptions, force majeure, or scheduled maintenance.

17. Website Preview & Acceptance

On completing a website or significant deliverable, Pepagora will share a preview link. The Client must provide written feedback or approval within 7 calendar days; absence of response within this period constitutes deemed acceptance, and Pepagora will proceed with publishing. Minor revisions are included as specified in the Quotation; major scope changes after approval may attract additional charges.

18. Termination

18.1 Either party may terminate by giving 30 days' written notice. Client-initiated termination does not entitle the Client to a refund except as per Clause 10.

18.2 Pepagora may terminate immediately if: (a) payment is overdue for more than 7 Business Days after a written reminder; (b) the Client breaches a material term and fails to cure within 14 days of notice; or (c) the Client engages in illegal, fraudulent, or abusive conduct.

18.3 On termination: Platform access ceases, all outstanding amounts become immediately due, and each party returns or destroys the other's Confidential Information upon request.

19. Force Majeure

Neither party is liable for delays caused by events beyond its reasonable control (acts of God, pandemics, government actions, infrastructure failures, civil unrest, etc.). The affected party must notify the other promptly and use reasonable efforts to resume performance. If the event continues for more than 60 days, either party may terminate on 14 days' written notice without liability, except for payment of fees for Services already rendered.

20. Limitation of Liability

To the fullest extent permitted by law, Pepagora is not liable for any indirect, incidental, consequential, or punitive damages (including loss of revenue, profits, business, data, or reputation). Pepagora's total aggregate liability shall not exceed the fees paid by the Client in the 12 months preceding the claim. These limitations do not apply to death or personal injury from Pepagora's gross negligence, fraud, or any liability that cannot be excluded by law.

21. Dispute Resolution

Disputes must first be addressed through good-faith negotiations (initiated by written notice). If unresolved within 30 days, either party may refer the matter to mediation (costs shared equally). If mediation fails, disputes are resolved by arbitration under the Arbitration and Conciliation Act, 1996, before a sole mutually agreed arbitrator (or court-appointed if no agreement within 15 days), seated in Coimbatore, Tamil Nadu, conducted in English. Either party may seek urgent injunctive relief from a competent court without this process.

22. Governing Law & Jurisdiction

This Agreement is governed by the laws of India. Subject to Clause 21, disputes are subject to the exclusive jurisdiction of the courts in Coimbatore, Tamil Nadu.

23. Notices

All formal notices must be in writing, delivered by email (to the address in the Quotation), registered post/courier, or hand delivery with acknowledgement. Email notices are deemed received the next Business Day (if no delivery failure); registered post notices are deemed received 5 Business Days after posting.

24. Amendments

No amendment to this Agreement is valid unless made in writing and signed by authorised representatives of both parties. Verbal agreements do not constitute amendments.

25. Severability

If any provision is held invalid or unenforceable, it will be modified to the minimum extent needed to make it enforceable, or severed if modification is not possible. All remaining provisions remain in full force.

26. No Waiver

Failure to enforce any right or provision is not a waiver of that right. A waiver of one breach does not constitute a waiver of any subsequent breach.

27. Entire Agreement

This Agreement (including the accepted Quotation) constitutes the entire agreement between the parties on its subject matter and supersedes all prior oral or written negotiations, representations, or understandings.

28. Acceptance

By signing or providing written acceptance (including by email) of the Quotation, the Client's authorised representative confirms having read, understood, and agreed to this Agreement and confirms authority to legally bind the Client.

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