1. Definitions and Interpretation

• Company: Refers to Digital India Support (or its legally registered entity).

• Client: Refers to the individual, business, or entity engaging the Company for Services.

• Services: Collectively refers to the work provided by the Company, including, but not limited to, Website Development, App Development, Custom Business Tools, Paid Search Marketing, Social Media Management, and Consulting.

• Project: Refers to the specific defined task(s) outlined in the signed Proposal or Scope of Work.

• Proposal/SOW: Refers to the formal document detailing the scope, deliverables, timeline, and fees for the Project.

2. Acceptance and Agreement

2.1. These T&C become legally binding upon the earlier of (a) the Client signing the Proposal or SOW, or (b) the Client making the initial payment/deposit for the Services.

2.2. The T&C shall govern all work undertaken by the Company for the Client, unless expressly modified in writing and signed by both parties.

3. Scope of Services and Revisions

3.1. Scope: The Company shall provide the Services solely as defined and limited by the SOW. Any service, feature, or deliverable not explicitly listed in the SOW is considered outside the scope.

3.2. Change Requests: Any request by the Client to change the scope, features, or functionality of the Project (“Scope Creep”) must be submitted in writing. The Company reserves the right to provide an estimate for additional fees and/or adjust the Project timeline, which must be approved by the Client before work on the change commences.

3.3. Revisions: The SOW will specify the number of design revisions included. Revisions beyond this limit may be subject to additional fees calculated at the Company’s standard hourly rate.

4. Client Obligations

4.1. Content and Assets: The Client is responsible for providing all necessary written content, images, data, logins, and approvals required for the Project promptly. Delays in providing these assets may result in Project delays, for which the Company shall not be held liable.

4.2. Legal Compliance: The Client is solely responsible for ensuring that all content, logos, trademarks, and materials provided to the Company comply with all applicable laws and regulations and do not infringe upon any third-party intellectual property rights.

5. Payment Terms and Project Suspension

5.1. Fees: The total fees and payment schedule are specified in the SOW. All fees are exclusive of GST, taxes, and duties, which will be added where applicable.

5.2. Payment Schedule: A non-refundable initial payment (as specified in the SOW) is required to commence work. Subsequent payments will be due upon milestones achieved, irrespective of any minor Client-caused delays.

5.3. Late Payments: The Company reserves the right to charge interest on overdue invoices at a rate of 1.5% per month (or the maximum legal rate) and/or to suspend all Project work, including development and marketing campaigns, until the outstanding amount is paid in full.

5.4. Cancellation: If the Client cancels the Project after the initial payment, the initial payment is non-refundable. The Client shall also be liable for all fees incurred for work completed up to the date of written cancellation.

6. Intellectual Property (IP) Rights

6.1. Client IP Ownership (Final Deliverables): Upon final payment, the Client shall own all proprietary rights to the final deliverables, including the visual design, written content, custom graphics, and the final compiled code for the specific website/app built under the SOW.

6.2. Company IP Ownership (Underlying Tools): The Client acknowledges that the Company retains full ownership of any pre-existing software, development tools, code libraries, frameworks, or generic code used to construct the Services. The Company grants the Client a perpetual, non-exclusive, royalty-free license to use this underlying code solely for the operation of the final deliverable.

6.3. Marketing IP: The Client retains full ownership of all advertising accounts (Google Ads, Facebook, etc.) created and managed by the Company.

7. Warranties and Limitation of Liability

7.1. No Guarantee of Results (Marketing): The Company provides Services using professional diligence but does not guarantee any specific outcomes, including but not limited to, website ranking improvements (SEO), specific conversion rates, sales volume, or return on investment (ROI) from marketing campaigns.

7.2. Post-Launch Warranty (Development): The Company provides a limited warranty (e.g., 30-day period post-launch) to correct any defects or bugs found in the code that were part of the original SOW. This warranty excludes defects caused by third-party software, plugins, Client modifications, or hosting failures.

7.3. Limitation: The maximum aggregate liability of the Company to the Client for any and all claims arising out of this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Client to the Company for the Services directly related to the claim.

8. Confidentiality

Both the Company and the Client agree to treat all non-public business, financial, technical, or operational information disclosed by the other party as strictly confidential and shall not disclose or use such information except as necessary for the performance of the Services.

9. Termination

Either party may terminate this Agreement by providing 30 days written notice if the other party materially breaches any of these T&C and fails to remedy the breach within 15 days of receiving written notice.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, and the courts located in [Specify City/Jurisdiction, e.g., Delhi, Mumbai, or your registered office location] shall have exclusive jurisdiction over any disputes arising under this Agreement.