Terms Of Service
WHEREAS, “Agency” is an independent contractor hired Monthly basis to provide outsourced digital strategy & digital marketing campaign management and lead generation services on-demand Monthly basis.
WHEREAS, “Client” seeks to utilize Agency services to provide digital strategy & digital marketing and lead generation for their business. NOW THEREFORE, in consideration of the mutual promises contained herein, the both parties agree to the terms and conditions as follows;
1. Authorization: Hereafter, "You" or "Customer" will be known as the "Client" and "We" or "Company" or "Our" will be known as the "Developer" Client is engaging Developer as an independent contractor for the specific purpose of developing a software “Project or Platform or Services” to be installed on https://www.ClientProject.com or .net or .org or .co or any other Domain Name server.3. Training: The Developer will provide training & support via email and Chat assistance to the Client’s designated representatives regarding management of the Client’s Project.
4. Content Creation: Developer will create, capture or receive from the Client all the graphic elements necessary to complete the Client’s Project web platform. This includes creating ancillary images, animated graphics and banner advertisements.
5. Project & digital assets Backup: Developer will back up the Client’s web platform & Digital Assets onto digital storage (via drop box or google drive) at the Client’s request upon completion of the Project and end of the contract period.
6. Work Credit: Client agrees to allow Developer to use clients name and web platform for company promotions, online portfolio, past clients list, on social media, in print material, etc. for advertising and promoting Agency’s services to other companies.
7. Assignment of Project: Developer reserves the right to assign certain subcontractors to this project if it sees the need to do so in order to meet the Clients requirements of this agreement.
8. Additional Expenses: The Client agrees to reimburse Developer for any additional expenses necessary for the completion of the Project work. If client required any other options or modules or features or extensions or customization or alterations or integrations or services or premium fonts or premium stock photography needed apart from “Deliverables” list mentioned in this contract, Additional charges will apply for the further required thing.
9. Maintenance: The Developer will be maintaining the web platform for one-year twelve-month term. It includes Web platform Performance, Uptime Monitoring, Server Maintenance, Server Optimization, Troubleshooting bugs and issues, Server performance checkup.
10. Project Timeline: Developer agree to work expeditiously to complete this Project no later than 20-30 days from the date of initiation. Developer Project timeline is 20-30 days for completion. If project delays it’s mostly on client-side content dependency like product images, title, descriptions, pricelist, and product options or payment gateway activation process or revisions / alterations / changes / corrections / customizations / integrations on project design and development.
11. Cancellation & Refund Policy: Under this Contract Agreement the project will not be cancelled, no refund shall be provided to the Client. All deposits or advanced payments are non-refundable.
12. Tech Support: For first time one-year tech support (if platform goes down or any technical issues on the platform (project) Developed by Developer from the date delivered, Developer will fix the issues) will be provided. Client can able to upgrade in future with further development. Once the project delivered to the client, client should not touch any specific option for first year without developer permission if developer previously informed via email or WhatsApp or other communication channels.
13. Project: The Client agrees to provide the Developer with all the necessary information they require to progress the project in a reasonable timescale. Delays of more than 20-30 days by the Client to provide the necessary information will constitute a breach of contract. All alterations for Project are to be requested in writing either by email or WhatsApp or postal mail by the Client. After the specified allowed hours of alterations have been completed, Developer reserves the right to advise the Client as such and send a separate quotation to the Client and to request payment for any further alterations. Developer reserves the right to request payment be received for further alterations before continuing work. Upon completion of an agreed design the Client is asked to confirm in writing by email or postal mail that the design is signed off as complete and agree that any further design alterations are chargeable. Client agrees to provide any needed information and content required by Developer in good time to enable Developer to complete a design or Project work as part of an agreed project. Client agrees that a Project page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of Project code by internet browser software. Developer agrees to try and match the design as closely as is possible when building the code. Developer endeavors to create pages that are search engine friendly, however, Developer gives no guarantee that the Project platform will become listed with certain search engines results. In no event shall Developer be held liable for any changes in search engine rankings as a result of using Developers code. If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then Client agrees that Developer can apply a nearest available alternative solution. After Project platform completion, a Client or a third party of their choosing may wish to edit their Project code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If Client or a third party of their choosing edits the Project code and this results in functionality errors or the page displaying incorrectly, then Developer reserves the right to quote for work to repair the Project. Developer reserves the right to assign subcontractors in whole or as part of a project if needed. Client agrees that it is their responsibility to have regular backups of their Project and software made by themselves or third-party services in case of a software or hardware failure. All communications between Developer and Client shall be by telephone, email or postal mail, except where agreed at Developer’s discretion.
14. Force Majeure: For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Developer including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Developer or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, lockdown, fire, flood, storm or default of Developers or subcontractors. The Developer shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
15. Non-Disclosure: The Developer and any third-party associates agree that, unless directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. The Client agrees that it will not convey any confidential information about the Developer to another party unless directed by the Developer.
16. Indemnification: Client agrees to use all Developer services and facilities at their own risk and agree to defend, indemnify, save and hold Developer harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against Developer or it’s associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web platform content and choice of domain name. Client also agrees to defend, indemnify and hold harmless Developer against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organization.
8. Additional Expenses: Client agrees to reimburse the Agency for Client-requested expenses. If client required any other options or modules or extensions or customization or integrations needed apart from “Deliverables” list, Additional charges will apply for the further required thing.
9. Confidentiality: Client’s All materials given to Agency, like brochures, audio, videos, photos, etc., will only be used for Client promotional purposes. It will not be used for any other purposes in any shape or form, and will be returned if & when required All this information will be treated as confidential and proprietary in nature and will not be used by Agency for any other purposes besides using the materials to promote client on social media and digital platforms.
10. Copyrights and Trademarks: The Client represents (informs) to Agency and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Agency for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend Agency from any claim or suit arising from the use of such elements furnished by the Client.
11. Content Ownership: Ownership rights of Campaign Digital Assets are hold by Agency only during the campaign contract period, an Agency created Digital Assets like (Photos, Videos, Graphics, Website Contents, Logins Credentials, Social Media Accounts etc.,). Once Agency finished the Design, Development, Digital Strategy & Digital Marketing campaign management activities, all the login credentials and Digital Assets will be Shared to Client’s email After completion of the Campaign contract period.
12. Login & Credentials: Client should share Logins & Credentials like Social Media Accounts, Marketplaces Accounts and other Logins and Credentials to the Agency Before Campaign initiation. All the Logins and Credentials will be handled by Agency during this Campaign contract period.
13. Managing Clients Internal Resources: Client agrees that Agency will have the lead and be fully in charge of establishing digital strategy, managing day to day work/task, managing all of the current internal digital marketing resources (employees, contractors, etc.). Clients agrees that all digital resources will report to Agency on an as needed basis to implement the program effectively. Resources will be managed and provided tasks to support the digital strategy, day to day efforts, and daily management set forth by Agency and the client.
Performance Liability: WHEREAS, the parties acknowledge that the internet is neither owned nor controlled by any one entity; therefore, Agency can make no guarantee on the results that may be provided as a result of our work. Agency represents that in good faith it shall make every effort to ensure that the client’s digital strategy & digital marketing campaign management is successful and leads are generated as a result of our work. Agency does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The entire risk as to the quality and performance of the work and deliverables is with Client. Clients Products sales growth depends on the clients products Quality and clients Reputation on digital media and platforms presence. In no event, will Agency be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if Agency has been advised of the possibility of such damages.17. Ownership of Project and Intellectual Property Rights: Developer shall retain all copyright, patent, trade secret and other intellectual property rights Developer may have in anything created or developed by Developer for Client under this Agreement (“Project or Platform”) Subject to payment of all compensation due under this Agreement, Developer grants Client a nonexclusive, non-transferable, royalty-free license to use the Project. The license shall authorize Client to: A. Install the Project on Server owned, leased or otherwise controlled by Client, B. Copy the Project only as necessary to exercise the rights granted in this Agreement. Ownership of background technology: Client acknowledges that Developer owns or holds a license to use and sublicense various pre-existing development tools, routines, subroutines and other programs, data and materials that Developer may include in the Project developed under this Agreement. This material shall be referred to as “Background Technology.” Developer’s Background Technology includes, but is not limited to PHP, Apache, MySQL, HTML, JavaScript, Ecommerce platforms and Linux. Developer retains all right, title and interest, including all copyright, patent rights and trade secret rights in the Background Technology. Open Source Background Technology such as Linux, ecommerce platforms, MySQL, Apache, HTML, JavaScript, PHP and other Project licensed as Open Source is not subject to this provision. Subject to full payment of the consulting fees due under this Agreement, Developer grants Client a nonexclusive, perpetual worldwide license to use the Background Technology in the Project developed for and delivered to Client under this Agreement, and all updates and revisions thereto. However, Client shall make no other commercial use of the Background Technology without Developer’s written Consent. Copyrights and Trademarks: The Client represents (informs) to Developer and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to Developer for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend Developer from any claim or suit arising from the use of such elements furnished by the Client. Copyright of the completed Project designs, images, pages, code and source files created by Developer for the project will be transfer to the Client upon final fulfillment of payment dues to Developer. Client agrees that Developer may include development credits and links within any code Developer designs, builds or amends. Client agrees that Developer reserves the right to include any work done for the Client in a portfolio of work.
18. Third Party Services and Content: Developer are not a party to any relationship between Client and any third party, including, but not limited to, Client and Client’s eCommerce platform or Client and Client’s customers (Client’s “Customers”), and as such, Developer have no responsibility to Client as regards to Client’s relationships with these third parties. Client acknowledge and agree that Client have no recourse against us for any acts or omissions of third parties, and Client’s interaction with third parties is entirely at Client’s own risk. Client’s use of the Services may rely on services and products which are offered by third parties (“Third Party Services”). Developer have no responsibility to Client for anything third parties do (or fail to do) and Developer provide no warranties or guarantees about third parties or Third Party Services. Client’s use of Third Party Services may be subject to specific terms and conditions which are set by those third parties. Developer may make third parties’ content and materials (“Third Party Content”) available to Client through Project web platforms, such as reviews. Project Platform making available of such Third Party Content does not constitute an endorsement or recommendation, and Developer are not responsible for any reliance Client may place on Third Party Content. Developer make no warranties or representations as to any Third Party Content and Developer shall have no liability for it. Any opinions or statements made by third parties are those of such third parties, and do not necessarily state or reflect project views. There are sometimes laws which affect Internet ecommerce. Client agree that Developer will have no liability to Client with respect to the acts, omissions, errors, representations, warranties, breaches or negligence for any damages or expenses resulting in any manner from Client’s interactions with any: a) third parties; b) Third Party Services; or c) Third Party Content, and Developer are not obliged to become involved in any disputes Client may have with any third parties. If Client have a dispute with any third parties, Client release Bold and its Others from any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages, arising out of or in any way related to such disputes and/or Developer Services.
19. Pre & Post-Sales (Project) Support:
• On an occasion if the client has opened and meddled with the codes, Developer will take no responsibility to give technical help in any magnitude, in case any trouble shoots up.
• There is no guarantee that all project updates will be available for free of cost. Developer reserves the right to charge or not to charge for the project updates it releases according to the nature of the update.
• The project is sold in "as is basis" with functions/features as specified in the Project web platform and any claim stating that features/function missing or not "as expected" by the Client or not like how it is found in other similar project’s/competitors will not be taken into consideration, and Developer in no way will be liable for such claims.
• All customization services of any magnitude will be charged accordingly and the client in no way possess the right to claim for free customization services citing to the payment he has done initially for the actual project or for a previously agreed customization task/project/functionality.
• From the day of installation, the client will receive 365 days of free post-sales support. From the 366st day, the client will be charged for his support necessities.
• The support hours are between 10 AM to 6 PM IST (MON - FRI).
20. Payment Terms & Work Flow: A minimum deposit of (50%) of the total amount is required to commence work. Once the first deposit is received by the Developer’s Bank Account via Mode of Payment: Wise.com Transfer / Western Union / Unimoni / PayPal , basic site design concepts will be put on-line for the Client's viewing and approval. Alternatively, Developer may show Client the designs models online. Communication between the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client's taste and needs. During this stage, the Client will be asked to confirm acceptance for the basic platform design via email or WhatsApp or other communication channels or by signing a printed copy of the design. Once this acceptance is received from the Client, the work necessary to complete the project will begin. Clients should continue, however, to continually view updates to the platform and express their preferences or dislikes to the Developer. Upon completion of the web site, an email will be sent to the Client, informing the Client that the work has been completed. Second partial payment of the remaining 50% balance plus any other additional charges incurred will due within 4th business week after First partial payment is done (or) upon the completion of work. Once the project initiated, the project files will be hosted on Developer hosting space, after fulfillment of balance dues, Developer will transfer it to client hosting space and point to client domain name (https://www.ClientProject .com or .net or .org or .co or any other Domain Name) If Client have any payment dues for Developer, the Client Should pay all the balance dues before the completion of the Project Otherwise Client liable to getting the Project status will be on hold without any prior intimation and the project will not get launch or live on Client’s domain name and hosting space. During the Project works schedule, admin console or source code or training will not be provided to the Client without fulfillment of Payment dues to the Developer. Once fulfillment of balance payment dues to Developer full control and access will be provided to the client and Developer will provide the step by step training guidance after finishing project works.