Terms & Conditions

1. Engagement and Scope of Services

First Grow provides creative, marketing, content, and growth services for creators, personal brands, founders, and businesses.

Our services may include:

• Social media strategy and organic growth planning;
• Short-form and long-form video editing;
• Instagram Reels, YouTube Shorts, and other social video content;
• Visual storytelling and content packaging;
• Personal brand positioning;
• Content strategy and calendar planning;
• Content ideation and scripting guidance;
• Audience and marketing funnel strategy;
• Creative consulting;
• Social media management; and
• Other marketing or creative services agreed between First Grow and the Client.

The exact scope of work, deliverables, number of revisions, timelines, fees, platforms, and other commercial terms will be specified in the applicable proposal, quotation, SOW, invoice, or written agreement.

First Grow is not obligated to provide services outside the agreed scope unless the additional work is mutually agreed and, where applicable, separately charged.

2. Client Responsibilities and Content

The Client agrees to provide all information, materials, access, approvals, and feedback reasonably required for First Grow to perform the services.

This may include:

• Raw video footage;
• Images and photographs;
• Logos and brand assets;
• Fonts and brand guidelines;
• Social media account access;
• Website or platform access;
• Product or service information;
• Previous marketing materials;
• Scripts or reference materials; and
• Other information reasonably required for the project.

The Client is responsible for providing materials in a timely manner and in a usable format.

Where the Client's delay in providing materials, approvals, access, or feedback affects the project schedule, First Grow may reasonably adjust the delivery timeline.

Client Content Warranty

The Client represents and warrants that it has the necessary rights, licences, permissions, and authority to provide and use all materials supplied to First Grow.

This includes, where applicable:

• Music and audio;
• Video footage;
• Images;
• Logos and trademarks;
• Written content;
• Scripts;
• Testimonials;
• Fonts; and
• Other third-party materials.

The Client is responsible for obtaining all necessary permissions, licences, releases, and consents relating to Client-provided materials.

The Client must not knowingly provide content that violates applicable law or infringes the intellectual property, privacy, publicity, contractual, or other rights of third parties.

3. Intellectual Property

3.1 Client Materials

The Client retains ownership of all materials supplied by the Client to First Grow.

The Client grants First Grow a limited, non-exclusive right to use such materials solely for the purpose of providing the agreed services.

3.2 Final Deliverables

Subject to full payment of all amounts due to First Grow, the Client will receive the agreed rights to use the final deliverables specifically created for the Client, as stated in the applicable proposal or SOW.

Unless otherwise agreed in writing, the transfer or licence applies only to the final approved deliverables and does not include First Grow's underlying tools, systems, templates, working files, or proprietary materials.

3.3 Project and Source Files

Editable project files, raw working files, editing timelines, design source files, project files, presets, templates, and internal production materials are not included by default.

If the Client requires such files, their availability and any applicable additional fee must be agreed in writing before delivery.

3.4 Agency Tools and Know-How

First Grow retains all rights, title, and interest in its pre-existing or independently developed:

• Templates;
• Editing presets;
• Motion graphics systems;
• Workflows;
• Strategy frameworks;
• Processes;
• Methodologies;
• Internal documents;
• Production techniques; and
• General know-how.

Nothing in these Terms transfers ownership of these materials to the Client.

3.5 Third-Party Materials

Where final deliverables contain third-party assets, including licensed music, stock footage, fonts, images, software elements, or other materials, the Client's rights may be subject to the relevant third-party licence terms.

First Grow does not transfer ownership of third-party intellectual property that it does not own.

3.6 Portfolio Rights

Unless otherwise agreed in writing or restricted by a valid confidentiality or non-disclosure agreement, First Grow may display publicly released Client work, completed deliverables, excerpts, and publicly available campaign results for its portfolio, website, social media, case studies, presentations, and business development purposes.

First Grow will not intentionally disclose confidential or unpublished Client information for portfolio purposes.

4. Fees, Invoicing and Payment

Fees will be stated in the applicable proposal, quotation, SOW, or invoice. Fees may be quoted in Indian Rupees (INR), United States Dollars (USD), or another currency agreed in writing.

Taxes

Applicable taxes, including GST where applicable, will be charged in accordance with Indian tax laws and the Client's applicable tax status.

Payment Schedule

Unless otherwise agreed:

• Monthly retainers are payable in advance before the relevant billing period begins.
• Project-based engagements may require an upfront deposit before work begins.
• Milestone payments must be made according to the agreed payment schedule.

Late Payments

If an invoice remains unpaid after its due date, First Grow may:

• Suspend ongoing work;
• Pause content production or editing;
• Withhold delivery of unfinished or unpaid deliverables;
• Reschedule project timelines; and/or
• Require outstanding amounts to be cleared before work resumes.

Where work is suspended due to non-payment, any resulting delay in delivery will not be considered a breach by First Grow.

No Set-Off

Unless otherwise agreed in writing, the Client may not withhold or deduct amounts from an invoice because of a separate dispute relating to another deliverable or service.

5. Marketing Performance Disclaimer

First Grow uses professional, data-informed strategies and industry-standard practices to improve content performance, brand positioning, audience growth, and marketing outcomes.

However, First Grow does not guarantee:

• Specific follower numbers;
• Specific view counts;
• Viral performance;
• Specific engagement rates;
• Search or social-media rankings;
• Leads or sales;
• Revenue;
• Advertising performance; or
• Any other specific commercial result,

unless an express written guarantee or performance obligation is included in a signed agreement or SOW.

Social media platforms, search engines, advertising platforms, and other third-party services operate independently of First Grow and may change their algorithms, policies, features, pricing, moderation systems, or availability at any time. First Grow is not responsible for losses caused solely by such third-party changes or actions.

6. Revisions and Approval Process

Unless otherwise stated in the applicable SOW, each creative deliverable includes up to two (2) reasonable rounds of revisions.

Reasonable revisions may include:

• Text corrections;
• Minor cut adjustments;
• Pacing adjustments;
• Minor visual changes;
• Colour adjustments; and
• Similar changes within the original approved brief.

A revision does not include a complete change of concept, script, creative direction, structure, or supplied footage after the work has been substantially completed.

Changes outside the original scope may be treated as additional work and may incur additional charges. The Client is responsible for reviewing deliverables and providing consolidated feedback within the agreed review period.

7. Approval and Client Delays

Where the Client does not provide feedback or approval within the agreed review period, First Grow may proceed based on the latest approved direction or reasonably adjust the project timeline.

Client delays may affect scheduled publishing, campaign launches, delivery dates, or other project milestones. First Grow is not responsible for delays caused primarily by the Client's failure to provide required information, access, materials, payment, feedback, or approval.

8. Term, Pause and Termination

Monthly Retainers

Unless otherwise stated in the applicable agreement, either party may terminate a recurring monthly engagement by providing at least thirty (30) calendar days' written notice. A different notice period may apply if expressly stated in the relevant proposal or service agreement.

Pausing Services

A Client may request a temporary pause where operationally feasible. The duration, effect on deadlines, billing, and resumption of services will be agreed between the parties in writing.

Immediate Termination

Either party may terminate the engagement immediately where the other party:

• Commits a material breach and fails to remedy it within a reasonable period after written notice;
• Fails to make required payments;
• Engages in unlawful activity in connection with the services;
• Becomes insolvent or ceases substantial business operations; or
• Creates a material security, legal, or reputational risk for the other party.

Amounts Due on Termination

Termination does not remove the Client's obligation to pay for:

• Completed work;
• Approved work;
• Work substantially in progress;
• Non-cancellable third-party costs incurred on the Client's behalf; and
• Other amounts contractually due up to the effective termination date.

Unless otherwise agreed in writing, deposits or advance payments are non-refundable to the extent they relate to work already performed, resources allocated, or costs incurred.

9. Confidentiality

Each party agrees to keep confidential non-public information received from the other party in connection with the engagement.

Confidential information may include:

• Business plans;
• Financial information;
• Marketing strategies;
• Customer information;
• Unpublished content;
• Campaign information;
• Passwords and access credentials;
• Internal documents; and
• Other information reasonably understood to be confidential.

Confidential information may be disclosed where:

• Required by applicable law or a lawful order;
• Necessary to professional advisers or contractors who have a legitimate need to know and are subject to appropriate confidentiality obligations; or
• The information has become publicly available through no breach of these Terms.

Confidentiality obligations will survive termination of the engagement for so long as the information remains confidential.

10. Data Protection and Privacy

Each party will handle personal data in accordance with applicable Indian privacy and data protection laws.

Where First Grow processes personal data on behalf of the Client as part of a service, the Client remains responsible for ensuring that it has the appropriate rights, notices, consents, and permissions necessary for First Grow to process that information as instructed.

First Grow's collection and handling of personal data through its own website and business operations are described in our Privacy Policy.

11. Third-Party Platforms and Services

First Grow may use or manage third-party platforms and services, including Meta, Instagram, YouTube, Google, LinkedIn, scheduling platforms, hosting providers, payment processors, analytics services, and other technology providers.

The Client acknowledges that such third parties operate independently and may:

• Change their policies or algorithms;
• Restrict or suspend accounts;
• Remove content;
• Experience outages;
• Change their fees or features; or
• Require additional verification.

First Grow will use reasonable professional efforts when managing such platforms but cannot guarantee continued availability, account approval, platform access, or uninterrupted operation.

12. Limitation of Liability

To the maximum extent permitted by applicable law, First Grow's aggregate liability arising from or relating to an engagement shall not exceed the total fees actually paid by the Client to First Grow during the three (3) months immediately preceding the event giving rise to the claim.

To the maximum extent permitted by applicable law, First Grow will not be liable for indirect, incidental, special, punitive, or consequential losses, including loss of profits, revenue, business opportunities, goodwill, or anticipated savings.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under applicable Indian law.

13. Client Indemnification

To the extent permitted by applicable law, the Client agrees to indemnify and hold harmless First Grow, its founders, employees, contractors, and service providers against third-party claims, losses, liabilities, costs, and reasonable legal expenses arising from:

• Client-provided materials;
• Alleged copyright or trademark infringement caused by Client-provided materials;
• Unauthorised use of third-party content supplied by the Client;
• Defamatory or unlawful statements supplied or approved by the Client;
• Breach of applicable law by the Client; or
• Breach of the Client's representations or obligations under these Terms.

This obligation does not apply to the extent that a claim results directly from First Grow's own wilful misconduct or material breach of these Terms.

14. Force Majeure

Neither party will be responsible for delay or failure to perform obligations caused by circumstances beyond its reasonable control.

Such circumstances may include:

• Natural disasters;
• Government actions or restrictions;
• Major internet or infrastructure failures;
• Widespread platform outages;
• Cybersecurity incidents beyond reasonable control;
• Power failures;
• War or civil unrest;
• Epidemics or public emergencies; or
• Other events that could not reasonably have been prevented or anticipated.

The affected party will make reasonable efforts to resume performance as soon as practicable.

15. No Employment, Partnership or Agency Relationship

The engagement of First Grow does not create an employment relationship, partnership, joint venture, franchise, or legal agency relationship between First Grow and the Client unless expressly agreed in writing.

16. Amendments to These Terms

First Grow may update these Terms from time to time. The updated version will be published on our website with a revised "Last Updated" date.

For existing Clients, material changes to contractual terms will not automatically override a separately signed agreement or SOW unless agreed or permitted under that agreement.

17. Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of the Republic of India.

18. Dispute Resolution

Amicable Resolution

In the event of a dispute arising from or relating to the services or these Terms, the parties will first attempt to resolve the dispute through good-faith discussions.

Either party may provide written notice of the dispute, after which the parties will have thirty (30) days to attempt an amicable resolution unless a different period is mutually agreed.

Arbitration

If the dispute cannot be resolved amicably, it shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended.

The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties cannot agree on the appointment, the arbitrator shall be appointed in accordance with applicable law.

Courts

Subject to the arbitration provisions above, the courts having appropriate jurisdiction at the seat of arbitration shall have jurisdiction over matters relating to the arbitration and other proceedings permitted under applicable law.

19. Electronic Acceptance

The Client agrees that acceptance of a proposal, quotation, SOW, invoice, online agreement, electronic signature, email confirmation, payment, or commencement of services may constitute valid evidence of acceptance of these Terms, subject to applicable law.

Electronic communications and records may be relied upon as evidence of the parties' agreement and instructions.

20. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

21. Entire Agreement

These Terms, together with the applicable proposal, SOW, quotation, invoice, and other written agreements between First Grow and the Client, constitute the agreement between the parties concerning the relevant services.

Any amendment or variation to the agreed scope or commercial terms should be recorded in writing.

22. Contact

For legal enquiries, contractual notices, or questions regarding these Terms, please contact: