These Terms and Conditions govern the relationship between [Digiency] and the clientsengaging our marketing services. By engaging our services, you agree to be bound by these terms.
Services
Scope:
The Agency will provide marketing services as agreed upon with the Client. The specific details of the services, including deliverables, timelines, and pricing, will be outlined in a separate agreement or proposal.
Client Responsibilities:
The Client agrees to provide all necessary information, materials, and cooperation required for the Agency to perform the services effectively. Timely feedback, approvals, and access to relevant assets are the Client's responsibility.
Third-Party Services:
The Agency may engage third-party service providers to assist in delivering the services. However, the Agency remains responsible for the overall quality and performance of the services.
Fees and Payment
Fees:
The Client agrees to pay the Agency the fees as stated in the agreed-upon proposal or contract. Fees may include upfront payments, monthly retainers, project-based fees, or any other mutually agreed terms.
Invoices and Payment Terms:
The Agency will issue invoices to the Client for the services provided. Unless otherwise specified, payment is due within [number] days from the invoice date. Late payments may result in penalties or suspension of services.
Additional Expenses:
The Client is responsible for any additional expenses incurred during the provision of services, such as advertising costs, software subscriptions, or third-party fees. These expenses will be outlined in the agreement or notified to the Client in advance.
Intellectual Property
Agency Materials:
Any materials, including designs, concepts, strategies, or content, created by the Agency in the course of providing services remain the intellectual property of the Agency, unless otherwise agreed in writing.
Client Materials:
The Client grants the Agency a non-exclusive, royalty-free license to use any materials provided by the Client, such as logos, images, or text, solely for the purpose of fulfilling the services.
Third-Party Intellectual Property:
The Client agrees not to infringe upon any third-party intellectual property rights. The Client will be responsible for providing necessary permissions or licenses for the use of third-party materials in connection with the services.
Confidentiality
Confidential Information:
Both parties may disclose confidential information to each other during the term of the Agreement. Confidential information includes any non-public business, technical, or financial information marked as confidential or disclosed in a manner that a reasonable person would understand to be confidential.
Non-Disclosure:
Both parties agree to keep confidential information confidential and not disclose it to any third parties without prior written consent. This obligation will survive the termination of this Agreement.
Termination
Termination for Convenience:
Either party may terminate this Agreement for any reason by providing written notice to the other party within the agreed notice period, if applicable.
Termination for Breach:
Either party may terminate this Agreement if the other party materially breaches any provision of this Agreement and fails to remedy the breach within a reasonable time after receiving written notice.
Effects of Termination:
Upon termination, the Client will pay any outstanding fees due up to the termination date. Any prepaid fees may be refunded according to the Agency's discretion. Both parties will return any confidential information or materials belonging to the other party.
Limitation of Liability
Indirect Damages:
In no event will either party be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement, including but not limited to lost profits, loss of data, or business interruption.
Maximum Liability:
The total liability of either party under this Agreement will be limited to the fees paid by the Client to the Agency for the services rendered in the three (3) months preceding the event giving rise to the liability.
Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
Entire Agreement
This Agreement constitutes the entire understanding between the Agency and the Client regarding the subject matter and supersedes any prior agreements or understandings, whether written or oral.
Amendments
Any amendments or modifications to this Agreement must be in writing and signed by both parties.
By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.