Terms & Conditions

Welcome to DigiEncode! Before we team up to grow your brand, please take a moment to read our Terms & Conditions — they explain how we work together smoothly and transparently.

Last Updated: 23-10-2025

1. Introduction

1.1 These Terms & Conditions govern your use of the services provided by DigiEncode.
 1.2 By accepting a proposal, quote or invoice from the Agency, or by engaging our services, you agree to be bound by these Terms.
 1.3 These Terms apply in addition to any service agreement, proposal document, scope of work or order form (collectively “Service Agreement”) signed between you and us.
 1.4 If any part of these Terms is inconsistent with the Service Agreement, the Service Agreement will prevail.

2. Definitions

2.1 “Services” shall mean digital marketing, search engine optimisation (SEO), social media marketing (SMM), pay-per-click advertising (PPC), content marketing, web development, branding, analytics and any other services provided by the Agency.
 2.2 “Deliverables” means the work we produce for you as described in the Service Agreement.
 2.3 “Confidential Information” means all non-public information disclosed by one party to the other in the course of the Services.

3. Engagement & Scope of Services

3.1 The Agency will provide the Services specified in the Service Agreement. Any further services requested by you that are not included in the original scope will require a separate written agreement and additional fees.
 3.2 You agree to provide timely access, information, content, approvals and feedback as reasonably required by the Agency to perform the Services. Delays from your side may lead to timeline extensions.
 3.3 The Agency shall perform the Services with reasonable skill and care, consistent with industry standards.

4. Fees, Payment & Billing

4.1 Fees for the Services are described in the Service Agreement and/or invoice. You agree to pay all fees, expenses as set out.
 4.2 Unless otherwise agreed, invoices will be issued according to the payment schedule in the Service Agreement.
 4.3 Payment is due within [15] days of invoice unless otherwise stated. Late payments may incur interest at [2% per month] or the maximum permitted by law.
 4.4 All fees paid are non-refundable unless specifically stated otherwise. 
 4.5 You may be responsible for any transaction, bank or gateway charges incurred for payments.

5. Term & Termination


 5.1 Either party may terminate the Services by giving written notice of 30 days, unless otherwise agreed.
 5.2 We may suspend or terminate the Services immediately if you fail to make payments or materially breach the Agreement.
 5.3 Upon termination:

  • You remain liable for all fees incurred up to the effective date of termination.

     

  • If the Agency has delivered any completed work, you must pay for such work according to the agreed terms.

     

6. Ownership & Intellectual Property (“IP”)

6.1 Unless otherwise agreed, the Agency retains ownership of all intellectual property rights in the deliverables and work product until all fees are paid in full.
 6.2 Upon full payment, you are granted (or we assign) the agreed rights to use the deliverables for the purpose set out in the Service Agreement.
 6.3 You represent and warrant that any materials you provide (logos, images, copy etc.) are owned by you or you have permission to use them, and that they do not infringe third-party rights.
 6.4 The Agency may (unless otherwise agreed) include the work in its portfolio, case studies or marketing materials.

7. Client Responsibilities & Warranties

7.1 You agree to:

  • Provide timely and accurate information as requested by the Agency.

     

  • Review drafts, approve or provide feedback within a reasonable time.

     

  • Ensure your website, content, and marketing materials conform with applicable laws and third-party rights.

7.2 You warrant that you have the right to use, share or publish any content provided to the Agency, and indemnify us against claims arising from your materials.

 

8. Confidentiality

8.1 Each party shall keep all confidential Information of the other party and shall not disclose or use it except for performing the Services.
 8.2 This obligation does not apply to information that is already in the public domain (not through a breach), is independently developed, or is required to be disclosed by law.

9. Limitation of Liability & Disclaimer of Warranties

9.1 You acknowledge that digital marketing and promotional services involve factors outside the Agency’s control (e.g., algorithm changes by search engines). Accordingly, the Agency does not guarantee specific results (such as #1 rankings, specific traffic or revenue) unless explicitly stated in the Service Agreement.
 9.2 To the maximum extent permitted by law, the Agency’s total liability for any claim under this Agreement shall not exceed the total amount of fees paid by you in the 6 months preceding the claim.
 9.3 All Services are provided “as is” and “as available” without warranty of any kind.

10. Changes to Services / Scope & Change Requests

10.1 If you request any change in the scope of Services after commencement, the Agency will provide a change-order document specifying the impact on fees, deliverables and timeline. You must approve such a change in writing before work continues.
 10.2 If delay or increased cost is caused by your failure to provide feedback or necessary materials, the Agency may charge additional fees or extend the timeline.

11. Force Majeure

11.1 Neither party will be liable for failure or delay in performing obligations caused by events beyond their reasonable control (e.g., natural disasters, strikes, governmental restrictions, network failures).
 11.2 Performance dates shall be extended by a period reasonably corresponding to the delay.

12. Data Protection & Privacy

12.1 In providing the Services, the Agency may access or process personal data on your behalf. Each party shall comply with applicable data protection laws (including India’s Information Technology Act and any applicable regulations) in respect of such data.
 12.2 The Agency shall take reasonable steps to protect personal and confidential information but cannot guarantee absolute security due to the nature of the internet.
 12.3 You agree to the steps and policies (e.g., privacy policy, cookies policy) described on our website.

13. Subcontracting & Assignment

13.1 We may engage subcontractors or other agencies to perform parts of the Services. The Agency remains responsible for their performance.
 13.2 You may not assign your rights or obligations under this Agreement without our prior written consent. We may assign our rights to a successor if we provide notice.

14. Governing Law & Dispute Resolution

14.1 This Agreement shall be governed by and construed in accordance with the laws of “India”.
 14.2 Any dispute arising under or in connection with this Agreement shall first be attempted to be resolved by good-faith negotiation between the parties.

15. Intellectual Property Infringement

15.1 If you provide or request content that infringes a third-party’s intellectual property rights, you agree to indemnify and hold harmless the Agency against all costs, losses, liabilities, claims or expenses arising from such infringement.

16. Termination & Consequences of Termination

16.1 Upon termination for any reason:

  • the Agency will stop providing Services;

     

  • you will pay for all work performed up to the termination date;

     

  • any fees already paid are not refundable unless otherwise agreed;

     

  • any licence to deliverables may terminate unless otherwise stated.

16.2 If you terminate because the Agency materially breached the Agreement and we cannot cure that breach within 15 days, you may be entitled to a refund of pre-paid fees for unperformed work (if agreed).
 16.3 The clauses that by their nature survive termination (e.g., confidentiality, IP ownership, limitation of liability) shall continue in force.

17. Notices

17.1 Any notices under this Agreement must be in writing and delivered via email (with confirmation), registered post or by courier to the addresses specified in the Service Agreement.
 17.2 A notice is deemed received:

  • if by email, upon sender’s receipt of delivery confirmation;

     

  • if by post/courier, 7 days after posting.

     

18. Severability

18.1 If any provision of this Agreement is found to be invalid, illegal or unenforceable, that provision shall be severed without affecting the remaining provisions, which shall continue in full force and effect.

19. Entire Agreement

19.1 This Agreement (together with the Service Agreement, proposal and any annexures) constitutes the entire understanding between you and the Agency and supersedes all prior discussions, representations or agreements.
 19.2 Any amendment or variation must be made in writing and signed by both parties.

20. Miscellaneous

20.1 The headings used in this Agreement are for convenience only and shall not affect interpretation.
 20.2 Neither party shall be deemed to have waived any of its rights unless such waiver is in writing.
 20.3 You acknowledge you have read, understood and agree to these Terms & Conditions.

21. Contact Us

If you have any questions, concerns, or requests regarding these Terms & Conditions or our services, please contact us at:

DigiEncode
Email: contact@digiencode.com
Phone: +91 83368 77957
Website: https://www.digiencode.com/

We aim to respond to all queries within 2–3 business days.