Last updated: October 2025
This Master Services Agreement (“Agreement”) is entered into between Grownue Innovations Pvt Ltd, trading as RevOps Central, a company incorporated in India (referred to as “we”, “us”, or “our”) and the client named in the relevant proposal or statement of work (“you” or “your”).
Each a “Party” and collectively, the “Parties”.
1.1. You engage us to provide CRM, RevOps consulting, and related services (“Services”) in accordance with this Agreement and any associated Proposal or Statement of Work (SoW).
1.2. You accept this Agreement by doing any of the following:
(a) signing or digitally accepting a proposal or SoW issued by us (including via platforms such as ZohoSign, HubSpot, or DocuSign);
(b) confirming acceptance by email or in writing;
(c) instructing us to proceed with the Services (verbally or in writing); or
(d) making full or partial payment of an invoice or retainer.
1.3. This Agreement takes effect from the Commencement Date (defined in the SOW) and continues until terminated under Clause 14.
2.1. This Agreement establishes a standing framework for Services. Each engagement will be governed by a separate Statement of Work that defines deliverables, timelines, and fees.
2.2. Each SOW will be subject to, and governed by, this Agreement. If there is any inconsistency, the SOW will prevail only for that specific project.
2.3. We are bound only to perform Services explicitly agreed in writing. Any additional work requires mutual written consent.
3.1. We will deliver the Services with reasonable skill, care, and in accordance with professional consulting standards.
3.2. Services may include, without limitation:
3.3. We may perform the Services ourselves or through employees, contractors, or approved third-party partners.
3.4. We do not provide legal, tax, financial, or merger advisory services. All recommendations are operational or strategic in nature.
4.1. Fees are detailed in the applicable SOW or proposal and must be paid as per the specified Payment Schedule.
4.2. All invoices are due within 7 to 14 days of issue unless otherwise agreed in writing.
4.3. Prices are quoted exclusive of GST or other applicable taxes. Taxes, levies, or payment transfer fees are your responsibility.
4.4. Overdue payments may incur interest at 1.5% per month and may result in a suspension of Services.
4.5. For international clients, invoices may be issued in USD or AUD. Payment instructions will be provided in each invoice.
4.6. Any reimbursable expenses (e.g., travel, lodging, software subscriptions purchased on your behalf) will be charged at cost with prior approval.
5.1. Any change in project scope, deliverables, or timeline must be confirmed in writing by both Parties.
5.2. Additional work will be billed at agreed hourly or daily rates, or as outlined in a revised SoW.
5.3. We reserve the right to adjust pricing if scope changes are due to factors beyond our reasonable control, such as third-party delays or inaccurate data provided.
You agree to:
(a) provide timely access to systems, CRMs, tools, and personnel necessary for project execution;
(b) ensure all data and instructions supplied are accurate and complete;
(c) maintain data backups and internal security controls;
(d) obtain any licenses or permissions required for integrations or automations; and
(e) review and approve deliverables in a timely manner to avoid project delays.
7.1. Our Services may involve integration or use of third-party tools such as HubSpot, Salesforce, Zoho, Pipedrive, Monday.com, Make, or Zapier.
7.2. You acknowledge that such tools operate under their own terms and conditions, and we are not liable for outages, software changes, or issues arising from third-party platforms.
8.1. Both Parties agree to keep all non-public, proprietary, or sensitive information (“Confidential Information”) confidential.
8.2. Confidential Information may not be disclosed to any third party without written consent, except:
8.3. Confidentiality obligations survive termination of this Agreement.
9.1. In delivering CRM or RevOps Services, we may access your CRM systems (e.g., HubSpot, Salesforce, Zoho, Pipedrive, Monday.com).
9.2. Access is limited to authorized purposes as outlined in the SoW.
All client CRM data remains your exclusive property.
9.3. We will not download, copy, or share CRM data outside the project scope.
All credentials and access tokens are securely encrypted and deleted after project completion or upon written request.
9.4. We implement security controls, including VPNs, two-factor authentication, and role-based access management for all client systems.
10.1. Unless otherwise agreed:
10.2. You receive a perpetual, non-exclusive, non-transferable license to use our proprietary materials internally for business purposes.
10.3. You may not resell or redistribute our intellectual property without written consent.
11.1. We warrant that Services will be delivered professionally and in accordance with generally accepted industry standards.
11.2. Except where required by law, all other warranties, representations, or guarantees (express or implied) are excluded.
11.3. We do not guarantee specific financial or commercial outcomes; success depends on multiple external factors including client execution, data quality, and market conditions.
12.1. To the fullest extent permitted by law:
12.2. This limitation applies regardless of the form of action, contract, tort, or otherwise.
12.3. Nothing in this Agreement limits liability for fraud, willful misconduct, or breach of confidentiality.
You agree to indemnify and hold us harmless against any loss, claim, or damage arising from:
(a) your breach of this Agreement;
(b) misuse of deliverables or systems after handover;
(c) infringement of third-party rights due to data or materials you provide.
14.1. Either Party may terminate this Agreement by giving 30 days’ written notice.
14.2. We may terminate immediately if:
14.3. Upon termination:
14.4. No refunds are provided for Services already performed.
15.1. If a dispute arises, both Parties agree to first attempt resolution through good-faith negotiation.
15.2. If unresolved within 14 days, the matter shall be referred to mediation before pursuing legal action.
For Australian or New Zealand clients, mediation may be conducted virtually or via a neutral third party based in their jurisdiction.
15.3. Each Party will bear its own costs unless otherwise agreed.
Unless otherwise agreed in writing, we may reference the broad nature of the Services provided to you (not confidential details) for marketing purposes, such as “RevOps implementation for a mid-market SaaS client in Australia.”
You may opt out of this in writing at any time.
Neither Party will be liable for failure or delay in performance due to causes beyond reasonable control, including natural disasters, cyberattacks, or third-party service disruptions.
This Agreement is governed by the laws of India.
For cross-border clients, disputes will first be mediated in good faith. If unresolved, jurisdiction will lie with the courts of Delhi, India.
All notices must be in writing and sent to the registered business address or email specified in the latest SoW.
Notices sent by email are deemed received upon successful transmission.
This Agreement, together with any accepted Proposals or Statements of Work, constitutes the entire understanding between the Parties and supersedes all prior agreements or communications.
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