Terms of Service

1. Agreement Acceptance & Binding Nature

These Terms of Service ("Terms," "Agreement," or "Contract") constitute a legally binding agreement between Epiclens Media Private Limited, a company incorporated under the laws of India ("Company," "Service Provider," "we," "us," or "our"), and the individual or entity engaging our services ("Client," "Customer," "you," or "your").

1.1 Formation and Execution of Agreement

This Agreement becomes effective and legally binding upon the earliest occurrence of any of the following events:

• Service Inquiry Submission: Completion and submission of any service inquiry or consultation request form
• Quotation Acceptance: Explicit or implicit acceptance of any service quotation or proposal
• Payment Transmission: Remittance of any payment, deposit, or financial consideration
• Service Commencement: Initiation of any service delivery or project development activities
• Contractual Execution: Signing or electronic acceptance of any service agreement or statement of work

1.2 Legal Capacity and Authority

By entering into this Agreement, you represent and warrant that:

• You possess full legal capacity and authority to enter into binding contracts
• You are at least 18 years of age or the age of majority in your jurisdiction
• If representing a business entity, you have proper authorization to bind such entity
• Your engagement does not violate any other agreements or legal obligations
• All information provided is accurate, complete, and not misleading

1.3 Supersession and Integration

This Agreement supersedes all prior negotiations, representations, warranties, agreements, or communications between the parties, whether oral or written. It constitutes the entire and exclusive understanding regarding the subject matter herein and may only be modified through the procedures specified in Section 14.

2. Comprehensive Service Definitions & Scope

Epiclens Media provides specialized hospitality marketing services designed to enhance brand presence, increase direct bookings, and optimize revenue generation for hotels, resorts, restaurants, cafes, bars, and related hospitality establishments.

2.1 Core Service Categories

Service Category	Scope Description	Deliverable Types	Performance Metrics
Cinematic Video Production	Professional video content creation for marketing purposes	Property videos, promotional content, social media assets	Creative quality, technical specifications
Premium Photography	High-quality visual content for marketing applications	Room photography, food styling, ambience capture	Image quality, quantity, usage rights
Search Engine Optimization	Website optimization for improved search visibility	Technical SEO, content optimization, link building	Rankings improvement, traffic increase
Social Media Management	Comprehensive social media strategy and execution	Content creation, posting, engagement, advertising	Engagement rates, follower growth
Revenue Optimization	OTA management and direct booking enhancement	Platform optimization, pricing strategies	Booking increase, revenue growth

2.2 Service Limitations and Exclusions

The following activities and outcomes are explicitly excluded from our service scope unless specifically contracted:

• Guaranteed Results: Specific performance metrics, booking numbers, or revenue targets
• Third-Party Platform Control: Algorithm changes, policy modifications, or platform decisions
• Competitive Actions: Responses to competitor strategies or market interventions
• External Factors: Economic conditions, seasonal variations, or industry disruptions
• Technical Infrastructure: Client website hosting, domain management, or IT support
• Legal Compliance: Regulatory adherence, licensing, or legal consultation

2.3 Service Customization and Modifications

All services are customized based on client requirements and may include:

• Property-specific strategy development
• Industry segment adaptation (luxury, budget, boutique)
• Geographic market considerations
• Seasonal campaign adjustments
• Competitive positioning strategies

3. Client Obligations & Binding Responsibilities

Client acknowledges and agrees to fulfill the following comprehensive obligations and responsibilities to facilitate effective service delivery and maintain the integrity of the business relationship.

3.1 Information Provision and Accuracy

Client shall provide and maintain:

• Complete Business Information: Accurate property details, services offered, amenities, and pricing structures
• Access Credentials: Administrative access to websites, social media accounts, OTA platforms, and relevant systems
• Marketing Materials: Existing brand guidelines, logos, images, and promotional content
• Target Audience Data: Customer demographics, preferences, and market positioning requirements
• Competitive Intelligence: Information about direct and indirect competitors in the market
• Historical Performance: Previous marketing data, analytics, and performance metrics where available

3.2 Cooperation and Communication Requirements

Client commits to:

• Timely Responses: Respond to requests for information, approvals, or feedback within agreed timeframes
• Decision Authority: Designate authorized personnel with decision-making capacity for project matters
• Resource Allocation: Provide necessary internal resources and personnel support as required
• Implementation Support: Assist with implementation of recommendations and strategy execution
• Regular Communication: Participate in scheduled meetings, calls, and progress reviews

3.3 Technical and Operational Compliance

Client shall ensure:

• Platform Compliance: Adherence to terms of service of all relevant platforms and services
• Legal Compliance: Compliance with applicable laws, regulations, and industry standards
• Brand Consistency: Maintenance of brand standards and quality expectations
• Content Accuracy: Verification of all content, pricing, and promotional information
• System Maintenance: Proper maintenance of websites, booking systems, and technical infrastructure

3.4 Financial and Payment Obligations

Client agrees to:

• Make all payments according to agreed schedules and terms
• Provide accurate billing and payment information
• Notify of any billing disputes within specified timeframes
• Maintain current payment methods and credit facilities
• Pay additional costs for scope changes or expedited services

4. Intellectual Property Rights & Ownership

This section establishes comprehensive intellectual property rights, ownership structures, and usage permissions governing all creative and strategic assets developed during the service relationship.

4.1 Company Proprietary Rights

Epiclens Media retains exclusive ownership of:

• Methodologies and Processes: Proprietary marketing strategies, analytical frameworks, and service delivery methodologies
• Tools and Software: Custom-developed applications, templates, and technological solutions
• General Knowledge: Industry insights, best practices, and accumulated expertise
• Pre-Existing Assets: All intellectual property owned prior to client engagement
• Derivative Works: Improvements to existing methodologies derived from client engagements

4.2 Client-Specific Deliverable Rights

Asset Type	Ownership Structure	Usage Rights	Restrictions
Custom Video Content	Client owns final deliverables	Unlimited commercial use	Cannot resell or license to competitors
Photography Assets	Client owns commissioned works	Marketing and promotional use	Photographer credit requirements may apply
Written Content	Joint ownership model	Client use for intended purpose	Company retains portfolio usage rights
Strategic Documents	Client owns customized elements	Internal use and implementation	Cannot share with third-party agencies
Analytics Reports	Client owns data insights	Business decision making	Cannot distribute without authorization

4.3 Third-Party Intellectual Property

For assets incorporating third-party intellectual property:

• Licensed Materials: Stock images, music, or fonts are subject to original licensing terms
• Platform Integration: Social media content subject to platform terms and conditions
• Software Tools: Analytics and management tools subject to original software licenses
• Compliance Responsibility: Client responsible for ongoing compliance with third-party licenses

4.4 Portfolio and Marketing Usage Rights

Company reserves the right to:

• Use completed projects for portfolio presentation and marketing purposes
• Create case studies showcasing service effectiveness (with anonymization if requested)
• Display work samples on website, social media, and promotional materials
• Reference client relationship in general terms for business development
• Utilize general insights for service improvement and methodology development

4.5 Intellectual Property Indemnification

Client agrees to indemnify Company against claims arising from:

• Use of client-provided materials that infringe third-party rights
• Modifications made to delivered assets without Company approval
• Use of deliverables outside authorized scope or territory
• Combination of deliverables with third-party materials creating infringement

5. Payment Terms & Financial Obligations

This section establishes comprehensive payment obligations, billing procedures, and financial terms governing all monetary aspects of the service relationship.

5.1 Payment Structure and Scheduling

Service Type	Payment Structure	Payment Schedule	Late Payment Penalty
One-time Projects	50% upfront, 50% on completion	Net 15 days from invoice	2% per month
Monthly Retainers	Monthly advance payment	Due 1st of each month	2% per month + service suspension
Large Projects	Milestone-based payments	Per agreed schedule	2% per month + project halt
Rush Services	100% advance payment	Before service commencement	Not applicable

5.2 Pricing and Fee Structure

Service fees are determined based on:

• Scope Complexity: Technical requirements, creative demands, and resource allocation
• Timeline Requirements: Standard delivery versus expedited service needs
• Market Factors: Property size, competitive landscape, and geographic considerations
• Service Integration: Single service versus comprehensive multi-service packages
• Client Requirements: Customization level, reporting needs, and support expectations

5.3 Additional Costs and Expenses

Client is responsible for additional costs including:

• Third-Party Services: Stock photography, premium software licenses, external consultants
• Advertising Spend: Social media advertising, Google Ads, and promotional campaign costs
• Travel Expenses: On-site photography, video production, or consultation visits
• Rush Charges: Expedited delivery or after-hours service requirements
• Scope Changes: Modifications to original service specifications
• Technology Costs: Specialized software, tools, or platform subscriptions

5.4 Payment Methods and Processing

Accepted payment methods include:

• Bank transfers (NEFT/RTGS/IMPS)
• Online payment gateways
• Corporate checks (subject to clearing)
• Digital payment platforms
• International wire transfers (for overseas clients)

5.5 Late Payment Consequences

Late payments result in:

• Interest Charges: 2% per month or maximum legal rate
• Service Suspension: Immediate halt of all ongoing services
• Collection Costs: Attorney fees, collection agency costs, and administrative charges
• Credit Reporting: Adverse credit reporting to relevant agencies
• Legal Action: Pursuit of full legal remedies and damages

6. Service Delivery Standards & Performance

This section establishes service delivery expectations, performance standards, and quality assurance procedures governing all aspects of service execution and client satisfaction.

6.1 Delivery Timelines and Milestones

Service delivery timelines are established based on:

• Project Complexity: Technical requirements and creative development needs
• Client Responsiveness: Approval cycles and feedback provision timelines
• Resource Availability: Team capacity and equipment scheduling
• External Dependencies: Third-party services and platform requirements
• Quality Standards: Review, revision, and approval processes

6.2 Quality Assurance Framework

All deliverables undergo comprehensive quality assurance including:

• Technical Review: Verification of technical specifications and functionality
• Creative Assessment: Evaluation of creative quality and brand alignment
• Compliance Check: Platform requirement and legal standard verification
• Performance Testing: Functionality and optimization validation
• Client Review: Formal client approval and feedback incorporation

6.3 Delivery Methods and Formats

Deliverable Type	Delivery Method	Format Specifications	Revision Allowance
Video Content	Cloud download links	4K, HD, Social media optimized	2 rounds of minor edits
Photography	Online gallery access	High-resolution, web-optimized	1 round of color adjustments
SEO Optimization	Direct implementation	Platform-specific integration	Strategy refinement
Social Media Content	Direct posting/content library	Platform-specific formats	Content modifications
Strategy Documents	Secure document sharing	PDF, presentation formats	Clarification sessions

6.4 Performance Monitoring and Reporting

Regular performance monitoring includes:

• Analytics Tracking: Website traffic, engagement metrics, and conversion data
• Campaign Performance: Social media reach, ad performance, and ROI analysis
• SEO Monitoring: Ranking improvements, organic traffic growth, and visibility metrics
• Booking Analysis: Direct booking trends and revenue impact assessment
• Competitive Analysis: Market position and competitive performance comparison

6.5 Service Level Agreements

Standard service levels include:

• Response Time: 24-48 hours for routine inquiries during business days
• Emergency Support: Same-day response for critical issues
• Revision Turnaround: 3-5 business days for approved revision requests
• Reporting Schedule: Monthly performance reports and quarterly strategy reviews
• Account Management: Dedicated account manager and regular check-ins

7. Confidentiality & Non-Disclosure Obligations

Both parties acknowledge that they may have access to confidential and proprietary information during the course of the business relationship and agree to maintain strict confidentiality in accordance with the following provisions.

7.1 Definition of Confidential Information

Confidential Information includes, but is not limited to:

• Business Information: Revenue data, occupancy rates, pricing strategies, and competitive intelligence
• Operational Details: Internal processes, cost structures, vendor relationships, and business plans
• Customer Data: Guest information, booking patterns, customer preferences, and marketing databases
• Technical Information: System configurations, software licenses, and proprietary technologies
• Strategic Plans: Marketing strategies, expansion plans, and competitive positioning
• Financial Information: Budgets, financial statements, investment plans, and funding arrangements

7.2 Confidentiality Obligations

Both parties agree to:

• Non-Disclosure: Not disclose Confidential Information to any third party without prior written consent
• Limited Use: Use Confidential Information solely for the purposes of service delivery and performance
• Protection Measures: Implement reasonable security measures to protect against unauthorized disclosure
• Employee Training: Ensure all employees and contractors understand and comply with confidentiality obligations
• Return of Materials: Return or destroy all Confidential Information upon termination of the relationship

7.3 Exceptions to Confidentiality

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of this Agreement
• Was rightfully known prior to disclosure under this Agreement
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without breach of confidentiality
• Must be disclosed pursuant to legal or regulatory requirements

7.4 Data Security and Protection

Specific data protection measures include:

• Access Controls: Role-based access limitations and authentication requirements
• Encryption: Data encryption in transit and at rest using industry-standard protocols
• Backup Security: Secure backup procedures with encrypted storage and access controls
• Network Security: Firewall protection, intrusion detection, and regular security audits
• Incident Response: Immediate notification and response procedures for security breaches

7.5 Duration and Survival

Confidentiality obligations:

• Remain in effect during the entire term of the service relationship
• Survive termination or expiration of this Agreement for a period of five (5) years
• Continue indefinitely for trade secrets and proprietary methodologies
• Apply to all employees, contractors, and agents of both parties

8. Comprehensive Liability Limitations & Exclusions

This section establishes comprehensive limitations on Company's liability and excludes various categories of damages to provide maximum legal protection while defining the scope of potential liability exposure.

8.1 Maximum Liability Limitation

Company's total aggregate liability for all claims, demands, actions, losses, damages, costs, and expenses arising from or related to this Agreement or the services provided hereunder shall not exceed the lesser of:

• The total amount paid by Client to Company during the twelve (12) months immediately preceding the claim
• The amount paid for the specific service giving rise to the liability claim
• INR 100,000 (One Hundred Thousand Indian Rupees) in the aggregate

8.2 Excluded Damage Categories

Under no circumstances shall Company be liable for any of the following types of damages, even if Company has been advised of the possibility of such damages:

Damage Category	Description	Examples	Exclusion Basis
Consequential Damages	Indirect losses flowing from service issues	Lost bookings, reputation damage	Too remote and unpredictable
Incidental Damages	Additional costs incurred due to service issues	Alternative service costs, staff overtime	Not reasonably foreseeable
Special Damages	Unique losses specific to client circumstances	Lost business opportunities, contracts	Client-specific and unpredictable
Punitive Damages	Damages intended to punish wrongdoing	Exemplary awards, penalty damages	Not compensatory in nature
Lost Profits	Anticipated future earnings or revenue	Projected booking revenue, profit margins	Speculative and uncertain

8.3 Service-Specific Liability Exclusions

Company disclaims liability for:

• Market Performance: Tourism trends, economic conditions, and industry fluctuations
• Platform Changes: Social media algorithm updates, search engine modifications, OTA policy changes
• Competitive Actions: Competitor strategies, pricing changes, or market interventions
• Technical Issues: Website downtime, server failures, or third-party service interruptions
• Content Performance: Specific engagement rates, conversion metrics, or viral content success
• Regulatory Changes: Government policies, licensing requirements, or industry regulations

8.4 Warranty Disclaimers

8.5 Time Limitations and Notice Requirements

Any claims against Company must comply with the following requirements:

• Statute of Limitations: All claims must be brought within one (1) year of the date the claim arose
• Written Notice: Claims must be submitted in writing with detailed description within ninety (90) days of discovery
• Mitigation Obligation: Client must take reasonable steps to mitigate damages
• Documentation Requirement: Comprehensive documentation of alleged damages and causation

8.6 Indemnification by Client

Client agrees to indemnify, defend, and hold harmless Company from claims arising from:

• Client's breach of this Agreement or violation of applicable laws
• Client's misuse of deliverables or services outside authorized scope
• Infringement claims related to client-provided materials or modifications
• Client's failure to obtain necessary permissions or licenses
• Third-party claims related to client's business operations or practices

9. Termination & Suspension Provisions

This section establishes comprehensive termination rights, procedures, and consequences governing the conclusion of the service relationship under various circumstances.

9.1 Termination Rights and Grounds

Either party may terminate this Agreement under the following circumstances:

9.1.1 Termination for Convenience

• Client Termination: Thirty (30) days written notice; payment for all services rendered
• Company Termination: Thirty (30) days written notice; completion of work in progress
• Scope Limitations: No refund of payments made; completion of milestone deliverables

9.1.2 Termination for Cause

Immediate termination without notice for:

• Material Breach: Failure to remedy breach within fifteen (15) days of written notice
• Payment Default: Non-payment of invoices within thirty (30) days of due date
• Legal Violations: Violation of applicable laws or regulatory requirements
• Confidentiality Breach: Unauthorized disclosure of confidential information
• Insolvency Events: Bankruptcy, receivership, or assignment for benefit of creditors

9.2 Service Suspension Rights

Company reserves the right to suspend services immediately for:

• Payment Delinquency: Any overdue payment or billing dispute
• Cooperation Failure: Client failure to provide necessary information or access
• Platform Violations: Actions that risk platform account suspension or penalties
• Legal Concerns: Potential legal or regulatory compliance issues
• Resource Limitations: Emergency resource reallocation requirements

9.3 Termination Procedures and Notice

Termination Type	Notice Period	Notice Method	Cure Period
Convenience	30 days	Written notice via email and certified mail	Not applicable
Material Breach	15 days	Written notice with breach details	15 days to cure
Payment Default	7 days	Written notice and account suspension	7 days to cure
Immediate Cause	None	Immediate written notice	None

9.4 Post-Termination Obligations

Upon termination, both parties shall:

• Payment Settlement: Client pays all outstanding invoices and accrued charges
• Asset Return: Return all confidential information and proprietary materials
• Access Revocation: Remove access credentials and administrative permissions
• Work Product Delivery: Transfer completed deliverables and work in progress
• Cooperation: Provide reasonable transition assistance for ongoing campaigns

9.5 Survival of Terms

The following provisions survive termination:

• Payment obligations for services rendered
• Intellectual property rights and licenses
• Confidentiality and non-disclosure obligations
• Liability limitations and warranty disclaimers
• Dispute resolution and governing law provisions
• Indemnification obligations

10. Mandatory Dispute Resolution Mechanisms

All disputes, controversies, or claims arising from or relating to this Agreement shall be resolved exclusively through the following mandatory, sequential dispute resolution procedures designed to provide efficient and cost-effective resolution while maintaining business relationships.

10.1 Hierarchical Resolution Framework

Dispute resolution shall proceed through the following mandatory stages:

10.1.1 Direct Negotiation (Mandatory First Step)

• Initial Notice: Written dispute notice to designated account manager within five (5) business days of dispute discovery
• Management Escalation: Automatic escalation to senior management within ten (10) business days
• Executive Review: Final internal review by executive leadership within fifteen (15) business days
• Good Faith Requirement: All parties must participate in good faith negotiations
• Documentation Obligation: Maintain written records of all negotiation attempts and proposals

10.1.2 Structured Mediation (Mandatory Second Step)

If direct negotiation fails within thirty (30) calendar days:

• Mediator Selection: Mutually agreed mediator or appointment by Delhi High Court ADR Center
• Location: Mediation conducted in Gurugram, Haryana, India
• Cost Sharing: Equal division of mediator fees and administrative costs
• Confidentiality: All mediation proceedings strictly confidential
• Timeline: Mediation to commence within sixty (60) days of failure of direct negotiation

10.1.3 Binding Arbitration (Final Resolution)

Disputes unresolved through mediation shall be submitted to binding arbitration:

• Arbitration Rules: Conducted under Arbitration and Conciliation Act, 2015
• Arbitrator Selection: Single arbitrator mutually agreed or appointed by court
• Seat of Arbitration: Gurugram, Haryana, India
• Language: Proceedings conducted in English
• Award Finality: Arbitration award final and binding on all parties

10.2 Jurisdiction and Venue Restrictions

The parties agree that:

• Exclusive Jurisdiction: Courts of Gurugram, Haryana, India have exclusive jurisdiction
• Venue Limitation: No legal proceedings may be commenced in any other jurisdiction
• Forum Non Conveniens: Parties waive any forum non conveniens defenses
• Service of Process: Parties consent to service of process via email and registered post

10.3 Expedited Procedures for Specific Disputes

Dispute Type	Expedited Timeline	Resolution Method	Special Procedures
Payment Disputes	15 days total	Accounting review + executive decision	Automatic service suspension
IP Infringement	7 days for injunctive relief	Emergency arbitration	Immediate cease and desist
Confidentiality Breach	24 hours for emergency relief	Court intervention allowed	Expedited injunctive relief
Service Quality	30 days standard process	Technical mediation	Expert evaluation required

10.4 Class Action and Jury Trial Waiver

10.5 Legal Costs and Attorney Fees

Cost allocation for dispute resolution:

• Prevailing Party: Entitled to recover reasonable attorney fees and costs
• Collection Costs: Non-prevailing party pays all collection expenses
• Arbitration Costs: Shared equally unless arbitrator orders otherwise
• Court Costs: As determined by applicable court rules and orders

11. Comprehensive Indemnification & Hold Harmless

This section establishes comprehensive indemnification obligations designed to protect Company from various forms of liability, claims, and expenses arising from the client relationship and service delivery.

11.1 Client Indemnification Obligations

Client agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, contractors, and affiliates from and against any and all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorney fees and court costs) arising from or relating to:

11.1.1 Content and Materials

• Client-Provided Content: Infringement claims related to materials, images, text, or media provided by Client
• Trademark Violations: Use of Client's trademarks, logos, or brand elements
• Copyright Issues: Any copyright infringement arising from Client's materials or instructions
• Publicity Rights: Use of individual likenesses or personalities in Client materials

11.1.2 Business Operations and Compliance

• Legal Violations: Client's violation of applicable laws, regulations, or industry standards
• License Compliance: Failure to maintain required business licenses or permits
• Platform Violations: Breach of terms of service of social media platforms, OTAs, or other services
• Data Protection: Violations of privacy laws or data protection regulations

11.1.3 Service Usage and Modifications

• Unauthorized Use: Use of deliverables outside authorized scope or territory
• Unauthorized Modifications: Changes to deliverables without Company approval
• Third-Party Integration: Combination of deliverables with third-party materials creating liability
• Misrepresentation: False or misleading use of Company deliverables or recommendations

11.2 Third-Party Claims and Liability

Client indemnification extends to claims by:

• Customers and Guests: Claims related to marketing representations or service promises
• Competitors: Unfair competition or disparagement claims
• Regulatory Authorities: Government enforcement actions or penalties
• Platform Providers: Violations of platform terms resulting in account suspension or penalties
• Content Owners: Intellectual property infringement claims

11.3 Company Limited Indemnification

Company agrees to indemnify Client solely for:

• IP Infringement: Direct infringement by Company-created original content (limited to face value of service fees paid)
• Gross Negligence: Claims arising from Company's gross negligence or willful misconduct
• Confidentiality Breach: Unauthorized disclosure of Client confidential information by Company

11.4 Indemnification Procedures

Indemnification procedures require:

• Prompt Notice: Written notice of claim within ten (10) days of discovery
• Control of Defense: Indemnifying party controls defense and settlement negotiations
• Cooperation: Indemnified party provides reasonable cooperation and assistance
• Settlement Authority: No settlement without indemnifying party's written consent
• Documentation: Comprehensive documentation of all costs and expenses

11.5 Mitigation and Limitation

Indemnification obligations are subject to:

• Duty to Mitigate: Obligation to minimize damages and costs
• Insurance Offset: Reduction by amounts recovered from insurance
• Contribution: Proportional responsibility for jointly caused damages
• Statutory Limits: Compliance with applicable legal limitations

12. Force Majeure & Extraordinary Circumstances

This section provides comprehensive protection against liability and performance obligations when extraordinary circumstances beyond reasonable control prevent or delay service delivery.

12.1 Definition of Force Majeure Events

Force Majeure Events include any circumstances beyond the reasonable control of the affected party, including but not limited to:

12.1.1 Natural Disasters and Environmental Events

• Natural Disasters: Earthquakes, floods, hurricanes, cyclones, tsunamis, volcanic eruptions
• Extreme Weather: Severe storms, drought, extreme temperatures, or unusual weather patterns
• Environmental Emergencies: Industrial accidents, chemical spills, or environmental contamination
• Public Health Emergencies: Pandemics, epidemics, or widespread health crises

12.1.2 Government and Regulatory Actions

• Government Orders: Emergency declarations, martial law, or government-imposed restrictions
• Regulatory Changes: New laws or regulations affecting service delivery or business operations
• Travel Restrictions: Government-imposed travel bans or movement limitations
• Business Closures: Mandatory shutdowns or operational restrictions

12.1.3 Infrastructure and Technology Failures

• Utility Failures: Power outages, internet disruptions, or telecommunications failures
• Transportation Disruptions: Air travel cancellations, shipping delays, or logistics interruptions
• Technology Platform Failures: Major platform outages affecting service delivery
• Cyber Attacks: Hacking attempts, data breaches, or system compromises

12.1.4 Social and Economic Disruptions

• Labor Disputes: Strikes, lockouts, or widespread labor disruptions
• Economic Crises: Financial system failures or economic emergencies
• Social Unrest: Riots, civil disturbances, or widespread social disruption
• War and Terrorism: Armed conflicts, terrorist attacks, or national security emergencies

12.2 Force Majeure Procedures and Notification

Upon occurrence of a Force Majeure Event:

• Immediate Notice: Written notification within forty-eight (48) hours of discovery
• Detailed Description: Comprehensive explanation of the event and its impact on service delivery
• Mitigation Efforts: Description of steps taken to minimize impact and resume services
• Estimated Duration: Best estimate of expected duration and timeline for resolution
• Regular Updates: Weekly progress reports during the continuation of the event

12.3 Rights and Obligations During Force Majeure

Party	Suspended Obligations	Continuing Obligations	Additional Rights
Company	Service delivery timelines, Performance guarantees	Communication, Mitigation efforts, Status updates	Timeline extension, Resource reallocation
Client	Performance penalties, Delivery timeline requirements	Payment for completed work, Cooperation with mitigation	Alternative service arrangements

12.4 Mitigation and Alternative Arrangements

During Force Majeure Events, parties shall:

• Reasonable Efforts: Use best efforts to minimize impact and resume normal operations
• Alternative Methods: Explore alternative service delivery methods when possible
• Resource Reallocation: Prioritize critical services and reallocate resources accordingly
• Third-Party Assistance: Engage alternative service providers if necessary and feasible
• Communication Maintenance: Maintain open communication channels and regular updates

12.5 Termination Rights for Extended Force Majeure

If a Force Majeure Event continues for more than ninety (90) consecutive days:

• Either party may terminate the Agreement with thirty (30) days written notice
• Client remains responsible for payment of all services completed prior to termination
• Company shall transfer all completed work products to Client
• Both parties shall cooperate in orderly transition and closeout procedures
• No penalty or damages for termination under these circumstances

13. Data Protection & Privacy Compliance

This section establishes comprehensive data protection obligations, privacy compliance requirements, and information security standards governing the collection, processing, and protection of all personal and business data.

13.1 Data Processing Roles and Responsibilities

For purposes of data protection laws:

• Client as Data Controller: Client determines purposes and means of processing for guest data, customer information, and business analytics
• Company as Data Processor: Company processes data on behalf of Client according to documented instructions and service requirements
• Joint Processing: Marketing analytics and campaign optimization may involve joint data processing responsibilities
• Independent Processing: Each party acts as independent controller for their respective business data an