1. Services
ScaleRao provides Amazon & Flipkart consulting, advertising management, listing optimization, account health resolution, and external media (Meta & Google Ads) services to clients in India and internationally. Specific scope, deliverables, timelines and fees are defined in each client's individual engagement agreement or statement of work, which, in the event of conflict, supersedes these general terms.
2. No Guarantees
Marketplace performance depends on factors outside any agency's control — including platform algorithm changes, competitor behavior, seasonal demand, product-market fit, pricing, inventory availability, fulfillment reliability, and policy decisions by Amazon, Flipkart, Meta or Google.
Accordingly:
- ScaleRao makes no warranty or guarantee of specific revenue, ROAS, ACoS, TACoS, ranking, reinstatement success, or any other performance outcome.
- Any projections or benchmarks shared are good-faith estimates based on prior experience, not binding commitments.
- We commit to effort, expertise, and disciplined process — not to outcomes we cannot control.
3. Client Responsibility
The client retains sole responsibility for:
- Product compliance — ensuring products listed on marketplaces meet all applicable legal, safety, labeling, and marketplace-policy requirements.
- Intellectual property — that the client owns or has licensed all trademarks, copyrights, product images, and content provided to ScaleRao.
- Inventory & fulfillment — maintaining adequate stock, timely dispatch, and accurate shipment data.
- Access & credentials — granting ScaleRao the access required to perform services, and promptly revoking access if personnel changes.
- Factual accuracy — truthful claims, invoices, and supplier documentation supplied to us or to marketplaces.
4. Payments
- Fees, billing cycle (monthly/quarterly), and payment terms are specified in the engagement agreement.
- Invoices are due within the stated net terms (typically net 7 or net 15). Late payments may incur a service pause and interest per applicable law.
- All fees are exclusive of GST, which is added at the applicable rate and itemized on invoices.
- Ad spend on Amazon, Flipkart, Meta and Google is billed directly to the client by those platforms. ScaleRao does not front or resell media.
- Engagement fees are non-refundable for work already performed. Unused retainer time does not carry over beyond what is specified in the agreement.
5. Limitation of Liability
To the maximum extent permitted by law, ScaleRao's total aggregate liability to any client for any claim arising out of or relating to our services — whether in contract, tort, or otherwise — shall not exceed the total fees paid by that client to ScaleRao in the three (3) months immediately preceding the event giving rise to the claim.
ScaleRao is not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, loss of Buy Box, suspension of marketplace accounts caused by factors outside our direct execution, or loss of data.
6. Confidentiality
Both parties agree to keep confidential any non-public information shared during the engagement — including campaign data, margins, supplier details, and strategy. This obligation survives termination for three (3) years.
7. Termination
Either party may terminate an engagement with thirty (30) days written notice, unless the engagement agreement specifies otherwise. Fees accrued up to the termination date remain payable. ScaleRao will provide reasonable transition support (asset handover, access revocation, final reports) during the notice period.
8. Changes
ScaleRao may update these terms from time to time. The version in effect on the date an engagement is signed governs that engagement. Material changes will be communicated to active clients via email. Continued use of our services after notice constitutes acceptance of the updated terms.
9. Governing Law
These terms are governed by the laws of India. Any dispute shall be subject to the exclusive jurisdiction of the courts of New Delhi.
10. Contact
Questions about these terms, or to discuss a specific engagement:
ScaleRao
Email: sales@scalerao.com
New Delhi, India
GST: 07JRYPS3440A1ZD