INDIAN JURISDICTION // INDIAN CONTRACT ACT, 1872

TERMS OF SERVICE

These Terms of Service constitute an electronic contract entered into between VISUAL SHADOW ("Company", "we", "us"), an Indian commercial enterprise having its principal place of business at Kolkata, West Bengal, and the client ("Client", "you"), governed under the Indian Contract Act, 1872 and recognized under Section 10A of the Information Technology Act, 2000.

STATUTORY JURISDICTION: REPUBLIC OF INDIAEXCLUSIVE FORUM: COURTS AT KOLKATA, WEST BENGALCONTRACT VALIDITY: ELECTRONICALLY EXECUTED

COMMERCIAL GOVERNANCE CHARTER

We provide strategic e-commerce advisory, marketplace growth management, brand naming, custom technology architectures, and AI solutions. Engagements are governed by transparent milestones, institutional confidentiality, intellectual property security under Indian law, and clear risk allocations.

01Scope of Commercial Services

VISUAL SHADOW renders professional consultancy and technical implementation across six core verticals:

01. E-COMMERCE CONSULTANCYPan-India & international commercial strategy, unit economics, supply chain auditing.

02. BRAND BUILDINGPhonetic naming, trademark viability checks, visual identity systems, packaging dielines.

03. AMAZON & MARKETPLACE SUITEAmazon.in, Flipkart, Blinkit, international portals, A+ content, SP-API automations.

04. AI SOLUTIONS & AMBASSADORSSynthetic brand models, multi-channel customer agents, automated inventory alerts.

05. TECHNOLOGY & SOFTWARESub-second Next.js edge storefronts, custom ERP integrations, portals, CRMs, APIs.

06. GLOBAL EXPANSIONCross-border export corridors, international listing localization, cross-currency billing.

Deliverables, deadlines, investment schedules, and service-level commitments are detailed in specific Statements of Work ("SOW") executed separately between the parties.

02Client Obligations & Warranties

Under Indian Contract Law, the Client covenants and warrants that:

Authorized Intellectual Property: All product formulations, trademarks, brand logos, brand names, and catalog images supplied to VISUAL SHADOW are lawfully owned or duly licensed under the Trade Marks Act, 1999 and the Copyright Act, 1957.
Regulatory Compliance of Products: Products listed or sold via marketplaces adhere to mandatory Indian certifications (including FSSAI for food/nutrition, CDSCO for cosmetics, BIS for electronics, and Legal Metrology packaged commodity rules).
Safe Access Delegation: The Client will grant delegated sub-account access (e.g. Amazon Secondary User Permissions) and will never share root master credentials containing banking/withdrawal permissions.

03Institutional Non-Disclosure & Commercial Secrets

Both parties mutually agree that all confidential commercial information disclosed during consultation or engagement—including sales numbers, Gross Merchandise Value (GMV), ACOS/ROAS ratios, manufacturer identities, supply chain contracts, and unreleased product roadmaps—shall be maintained in strict confidence.

Neither party shall disclose such proprietary commercial telemetry to any third party or competitor without prior written authorization, surviving the expiration or termination of this agreement for a statutory period of no less than three (3) years.

04Intellectual Property Allocation (Indian Law)

A. Deliverables & Client Works: Pursuant to Section 17 of the Copyright Act, 1957, upon receipt of full settlement of all invoiced fees, all bespoke creative designs, packaging dielines, brand style guides, marketing copy, and custom software code created specifically for the Client shall vest exclusively with the Client.

B. VISUAL SHADOW Pre-Existing IP & Frameworks:VISUAL SHADOW retains absolute and exclusive ownership over all pre-existing software libraries, prompt engineering architectures, algorithmic templates, internal analytical models, and methodology frameworks utilized across client accounts.

05Third-Party Intermediaries & Marketplace Realities

THIRD-PARTY PLATFORM ADVISORY (SECTION 79, IT ACT 2000)

Marketplaces such as Amazon Seller Services Pvt. Ltd., Flipkart Internet Pvt. Ltd., Shopify Inc., Google India, and Meta Platforms operate as independent third-party intermediaries governed by their own seller agreements, automated search algorithms, and ad auction dynamics. While VISUAL SHADOW employs industry-best strategic practices, we do not control third-party fee revisions, search index modifications, or unilateral policy enforcement actions undertaken by these external corporations.

06Invoicing, GST & Commercial Payments

All professional fees, monthly retainers, and milestone billings are invoiced in Indian Rupees (INR) or designated foreign currencies in compliance with the Central Goods and Services Tax Act, 2017 (CGST/SGST/IGST). Invoices designate appropriate HSN/SAC codes. Invoices are payable within 15 days of issuance.

07Governing Law, Arbitration & Exclusive Jurisdiction

This contract and any commercial disputes arising hereunder shall be construed and governed exclusively in accordance with the substantive laws of the Republic of India:

Mutual Consultation: In the event of any dispute, the parties shall first attempt to resolve the issue amicably through good-faith executive discussions within 30 days.
Arbitration: If unresolved, disputes may be referred to sole arbitration under the Arbitration and Conciliation Act, 1996, with the seat and venue of arbitration being Kolkata, India.
Exclusive Judicial Jurisdiction: The courts of competent civil jurisdiction in Kolkata, West Bengal, India shall possess exclusive territorial jurisdiction over any legal proceedings arising from this agreement.

08Notices & Legal Communications

VISUAL SHADOW LEGAL & COMMERCIAL DESK

Corporate Office: 6, J K Paul Road, Kolkata, 700038

City & Postal Code: Kolkata, 700038, West Bengal, India

Official Helpline: +91 9073995531

Legal & Contract Inquiries: contact@visualshadow.com