Terms and Conditions of Service

for Web Configure Digital Agency India

PLEASE READ THESE TERMS AND CONDITIONS CA.REFULLY BEFORE USING OUR SERVICES.

1. Acceptance of Terms

1.1. Agreement: These Terms and Conditions of Service (“Terms”) constitute a legally binding agreement between Web Configure Digital Agency India (“Agency,” “we,” “us,” or “our”) and the client (“Client” or “you”) engaging our services.

1.2. Consent: By signing a proposal, Statement of Work (SOW), or making a payment for services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not proceed with the engagement.

2. Scope of Services

2.1. Services: The Agency agrees to provide the digital marketing, web development, or consulting services (“Services”) as explicitly detailed and outlined in a separate, written Proposal or Statement of Work (SOW) mutually agreed upon and signed by both parties.

2.2. Exclusions: Any work not expressly described in the SOW is considered outside the scope of this agreement. Any request for additional work must be submitted in writing and may be subject to a revised SOW and additional fees.

2.3. No Guarantee: The Client acknowledges that digital marketing outcomes (e.g., specific search engine rankings, sales, lead volume, or conversions) can be influenced by external factors and algorithms. The Agency provides no explicit or implied guarantee of specific, measurable results.

3. Client Obligations

3.1. Material Provision: The Client is responsible for providing all necessary content, images, logos, access credentials, and materials (“Client Materials”) promptly, in the format requested by the Agency.

3.2. Timely Approvals: The Client agrees to provide timely feedback, approvals, and decisions required for the project to proceed. Delays caused by the Client may result in project timeline extensions and may incur additional costs.

3.3. Legal Compliance (Client Materials): The Client unconditionally guarantees that all Client Materials provided to the Agency are legally owned or licensed by the Client, do not infringe on any third-party intellectual property rights, and comply with all applicable Indian laws and regulations. The Agency is not liable for any infringement claims arising from Client Materials.

4. Fees and Payment

4.1. Fees: The Client agrees to pay the fees and costs as specified in the signed Proposal or SOW.

4.2. Payment Schedule: Payment terms, including deposit requirements, milestone payments, and ongoing monthly fees, will be outlined in the Proposal/SOW.

4.3. Taxes: All fees are exclusive of applicable government taxes, including but not limited to Goods and Services Tax (GST), which will be charged as an additional amount at the prevailing statutory rate in India. The Client is responsible for all such taxes.

4.4. Late Payment: The Agency reserves the right to charge late payment penalty interest of [Specify percentage, e.g., 2%] per week/month on all overdue invoices. Failure to make payment within [Specify duration, e.g., 7 days] of the due date may result in the immediate suspension or termination of Services until all outstanding payments are cleared.

4.5. Non-Refundable: All payments made are generally non-refundable, particularly for work that has already been completed or resources that have been allocated. Any specific refund policy will be explicitly detailed in the SOW.

5. Intellectual Property Rights

5.1. Agency IP: The Agency retains ownership of all proprietary tools, methodologies, templates, code snippets, pre-existing materials, and general know-how developed or used during the provision of Services (“Agency IP”).

5.2. Client IP (Final Deliverables): Upon full and final payment of all invoices, the Client shall be assigned ownership and all intellectual property rights to the custom-created, final deliverables (e.g., website design, final content, ad copy, etc.) specifically detailed in the SOW.

5.3. Agency Portfolio: The Client grants the Agency the right to use the final, publicly visible project deliverables for promotional purposes, including in its portfolio, case studies, and marketing materials.

6. Confidentiality

6.1. Obligation: Both parties agree to keep confidential all non-public, sensitive business, technical, or financial information shared during the course of the engagement (“Confidential Information”).

6.2. Exclusions: Confidential Information does not include information that is publicly known, independently developed, or required to be disclosed by law.

7. Data Protection and Privacy (Applicable to Services involving Personal Data)

7.1. Compliance: Both parties agree to comply with all applicable data protection and privacy laws in India, including the Digital Personal Data Protection Act, 2023 (DPDP Act), concerning any personal data processed in connection with the Services.

7.2. Client Responsibility: The Client is the Data Fiduciary and is responsible for obtaining all necessary consents and ensuring the legality of the personal data shared with the Agency.

7.3. Agency Responsibility: The Agency, acting as the Data Processor (or as applicable under the DPDP Act), will process personal data solely for the purpose of providing the Services and as instructed by the Client.

8. Limitation of Liability and Indemnification

8.1. Limitation of Liability: In no event shall the Agency’s total liability to the Client for any and all claims arising out of or related to this Agreement exceed the total fees paid by the Client to the Agency for the specific services giving rise to the claim in the three (3) months preceding the date the claim arose. The Agency shall not be liable for any indirect, special, incidental, or consequential damages (including loss of profits or data).

8.2. Indemnification: The Client agrees to indemnify and hold the Agency harmless from and against any and all claims, liabilities, losses, and expenses (including legal fees) arising from: * Any material provided by the Client that infringes on a third party’s rights. * The Client’s use of the Services or deliverables. * The Client’s breach of these Terms.

9. Term and Termination

9.1. Term: The term of this agreement shall be as defined in the Proposal or SOW.

9.2. Termination for Convenience: Either party may terminate this agreement by providing [30 days] written notice to the other party.

9.3. Termination for Cause: Either party may terminate this agreement immediately upon written notice if the other party breaches any material provision of these Terms and fails to remedy the breach within [14 days] of written notification.

9.4. Post-Termination Fees: Upon termination, the Client shall pay all outstanding fees for Services rendered and expenses incurred up to the date of termination.

10. Governing Law and Jurisdiction

10.1. Governing Law: These Terms and the relationship between the parties shall be governed by and construed in accordance with the laws of India.

10.2. Jurisdiction: Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in [Web Configure Digital Agency India is based Mumbai, Maharashtra].

11. Miscellaneous

11.1. Entire Agreement: These Terms, together with the Proposal/SOW, constitute the entire agreement between the parties and supersede all prior negotiations, understandings, and agreements.

11.2. Amendments: Any amendments or modifications to these Terms must be in writing and signed by both parties.

11.3. Independent Contractor: The Agency is an independent contractor, and nothing in this Agreement shall be construed as creating an employer-employee, partnership, or joint venture relationship.

11.4. Force Majeure: Neither party shall be liable for any delay or failure in performance due to events outside their reasonable control, including but not limited to acts of God, war, terrorism, pandemics, or government action.