MEMORANDUM OF UNDERSTANDING (MoU) DIGITAL MARKETING SERVICES

This MoU is entered into between (“Client”) and Dive in 2 Digital (“Company”), collectively referred to as the “Parties.”

1. PURPOSE

The purpose of this MoU is to establish collaboration between Dive in 2 Digital and for exchange of services in Performance Marketing and Marketplace Management, and to outline the terms for client referral commissions.

2. SCOPE OF SERVICES

• Dive in 2 Digital shall provide:

  • Performance Marketing Services (Meta Ads & Google Ads) including campaign setup, optimization, targeting, reporting, and paid ad management.

  • Marketplace Management Services including onboarding, listing, catalog optimization, order/inventory management, and compliance on platforms

3. PRICING STRUCTURE

3.1 Marketplace Management (Dive in 2 Digital)

Platforms Covered:

• A Class: Amazon & Flipkart

• S Class: Myntra, FirstCry

• Q Class: Blinkit, Zepto & Instamart

One-Time Setup Fee:

• Up to 15 products – ₹10,000/-

• Up to 30 products – ₹20,000/-

• 30+ products – ₹30,000/-

Monthly Service Fee:

• A Class – ₹15,000 per month

• S Class – ₹10,000 per platform per month

• Q Class – ₹10,000 per platform per month

(All charges are exclusive of 18% GST.)

3.2 Performance Marketing (Dive in 2 Digital)

Retainer Fee:

• Meta Ads (Facebook & Instagram) – ₹20,000 per month

• Google Ads – ₹20,000 per month

(All charges are exclusive of 18% GST.)

4. COMMISSION STRUCTURE

• For every client referred by one Party to the other, the referring Party shall receive a one-time commission of 20% of the first billing cycle amount charged to that referred client.

• The commission applies only on the first invoice of the referred client, not on recurring or future invoices.

• Payment of commission shall be made within 30 days after the receiving Party collects payment from the client.

5. CONFIDENTIALITY

Both Parties agree to maintain confidentiality of client data, pricing, strategies, and proprietary business information shared during the course of this collaboration.

6. INDEPENDENT CONTRACTORS

The Parties acknowledge they remain independent contractors. Nothing in this MoU shall constitute a joint venture, partnership, employment, or agency relationship.

7. TERM & TERMINATION

• This MoU shall be valid from the date of signing until terminated by either Party with 30 days’ prior written notice.

• Termination shall not affect commissions due for referrals made before termination.

8. ENTIRE AGREEMENT

This MoU sets forth the entire understanding between the Parties and supersedes all prior communications or agreements.