Terms and Conditions

1. Introduction

Welcome to [Your Digital Agency Name] ("Company", "we", "our", "us"). These Terms and Conditions ("Terms", "Terms and Conditions") govern your use of our website and services operated by [Your Digital Agency Name].

By accessing or using our services, you agree to be bound by these Terms. If you disagree with any part of the terms, you may not access our services.

2. Definitions

For the purposes of these Terms and Conditions:

3. Services

We provide various digital services, including but not limited to:

The specific services to be provided will be detailed in a separate agreement or statement of work between the Company and the Client.

4. Service Agreements

All services provided by us are subject to a specific agreement outlining the scope of work, deliverables, timelines, and payment terms. These individual agreements form part of these Terms and Conditions.

4.1 Project Scope

The scope of each project will be clearly defined in writing before work commences. Any changes to the project scope must be agreed upon in writing by both parties.

4.2 Timeline and Deliverables

We will make reasonable efforts to meet agreed-upon deadlines. However, timelines may be adjusted due to:

5. Payment Terms

Payment terms will be specified in each service agreement. Unless otherwise agreed:

5.1 Fees and Invoicing

Clients will be invoiced according to the payment schedule outlined in their service agreement. Standard payment terms require:

5.2 Late Payments

Invoices not paid within the specified timeframe may incur:

5.3 Taxes

All fees are exclusive of applicable taxes, which will be added to invoices where required by law.

6. Client Responsibilities

To ensure the successful delivery of our services, Clients are responsible for:

7. Intellectual Property Rights

7.1 Company Intellectual Property

We retain all intellectual property rights for concepts, designs, and materials created during the project development process until full payment is received. Upon full payment, intellectual property rights will transfer to the Client as specified in the service agreement, except for:

7.2 Portfolio Rights

Unless explicitly agreed otherwise in writing, we reserve the right to:

7.3 Client Materials

Clients retain all intellectual property rights to materials they provide. By providing content to us, Clients grant us a license to use, reproduce, and modify such content solely for the purpose of delivering the agreed services.

8. Confidentiality

Each party agrees to treat all information received from the other party that is marked or identified as confidential, or that would reasonably be expected to be confidential, with the same degree of care as it treats its own confidential information.

Confidential information does not include information that:

9. Limitation of Liability

To the maximum extent permitted by applicable law, we shall not be liable for:

These limitations apply regardless of whether the damages are claimed under the terms of a contract, as a result of negligence, or otherwise, and even if we have been advised of the possibility of such damages.

10. Warranties and Disclaimers

10.1 Service Warranty

We warrant that our services will be performed in a professional manner consistent with industry standards. This warranty is valid for 30 days following the delivery of services. Our sole obligation under this warranty shall be to correct any non-conformance at no additional charge.

10.2 Disclaimers

Except as expressly stated in these Terms:

11. Termination

Either party may terminate services under the following conditions:

11.1 Termination for Convenience

The Client may terminate services at any time by providing written notice. In such cases:

11.2 Termination for Cause

Either party may terminate for cause if the other party:

12. Website Use Terms

In addition to the terms governing our services, the following terms apply to the use of our website:

12.1 Acceptable Use

Users of our website agree not to:

12.2 Content and Links

Our website may contain links to third-party websites and content provided by third parties. We are not responsible for the content, accuracy, or practices of any third-party websites. The inclusion of links does not imply endorsement of the linked website or its content.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless our Company, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

14. General Provisions

14.1 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, labor disputes, shortages of supplies, fire, war, or governmental action.

14.2 Assignment

The Client may not assign or transfer these Terms, in whole or in part, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

14.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect.

14.4 No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by an authorized representative of our Company.

14.5 Relationship of Parties

Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employment, or franchisor-franchisee relationship between the parties.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of [Your Country/State], without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or the services provided shall be resolved as follows:

  1. The parties will attempt in good faith to resolve any dispute through negotiation between executives authorized to resolve such disputes.
  2. If negotiations are unsuccessful, the dispute shall be submitted to mediation under the rules of [relevant mediation body].
  3. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration under the rules of [relevant arbitration body].
  4. The arbitration shall take place in [Your City, State/Country], and shall be conducted in English.
  5. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

16. Changes to Terms

We reserve the right to modify or replace these Terms at any time. Material changes to these Terms will be notified to Clients in advance. Your continued use of our services following the posting of any changes constitutes acceptance of those changes.

17. Contact Information

If you have any questions about these Terms and Conditions, please contact us:

Last Updated: May 6, 2025