Terms of Service

Last Updated: 13th february, 2025

Effective Date: 13th february, 2025

This Website and Services Terms of Service (“Agreement”) is a legally binding agreement made between DCampaign Digital (“Agency,” “we,” “us,” or “our”) and you, the user or client (“Client,” “you,” or “your”), concerning your access to and use of our website www.dcampaign.com (the “Site”) and any related services you may purchase from us (the “Services”).

You acknowledge that you have read, understood, and agree to be bound by all the terms and conditions of this Agreement. If you do not agree with all the terms of this Agreement, you are expressly prohibited from using the Site and Services and you must discontinue use immediately.

1. Definitions & Interpretation

• “Agreement” refers to these Terms of Service, any attached appendices, and any mutually executed Statement of Work (SOW).

• “Client Materials” means all materials, information, photography, writings, and other creative content provided by Client for use in the preparation of and/or incorporation into the Deliverables.

• “Deliverables” means the services and work product specified in a SOW to be delivered by the Agency to the Client.

• “Statement of Work (SOW)” means a document, mutually executed by the parties, that describes the specific Services to be performed by the Agency, the payment schedule, and any other applicable details.

• “Intellectual Property Rights” means all patent rights, copyright rights, trademark rights, rights in know-how, and any other intellectual property rights recognized in any jurisdiction.

• Words imparting the singular shall include the plural and vice versa.

2. Scope of Services & Statement of Work

DCampaign Digital offers a suite of digital marketing services. The primary service categories include, but are not limited to:

• Search Engine Optimization (SEO)

• Social Media Marketing & Management (SMM)

• Website Design & Development

• Pay-Per-Click Advertising (PPC) & Management

• Graphic Design & Branding

• Email Marketing Campaigns

• Content Marketing & Creation

The specific details, deliverables, timelines, and costs for any Services shall be exclusively outlined in a separate, mutually agreed, and executed Statement of Work (SOW). This Agreement shall govern all SOWs. In the event of a conflict between this Agreement and a SOW, the terms of the SOW shall prevail, but only for that specific project.

3. Client Responsibilities & Obligations

The Client agrees to:

1. Provide all Client Materials in a timely manner and in formats acceptable to the Agency.

2. Appoint a single point of contact for all communications, approvals, and feedback to avoid delays and miscommunication.

3. Review all Deliverables provided by the Agency and provide clear, consolidated feedback within the agreed-upon review periods specified in the SOW.

4. Recognize that any delay in fulfilling these obligations will directly impact the project timeline, and the Agency shall not be held liable for such delays. Project timelines and delivery dates will be extended day-for-day for every day of delay caused by the Client.

4. Payment Terms & Financial Agreement

All fees for the Services will be as specified in the applicable SOW.

1. Payment Schedule: The Client agrees to adhere to the payment schedule outlined in the SOW. Typically, this involves a non-refundable upfront retainer to commence work, with subsequent milestone or monthly payments.

2. Invoicing: The Agency will issue invoices as per the SOW. Invoices are due upon receipt unless otherwise stated.

3. Late Payments: Any invoice not paid within the specified term shall be considered overdue. A late payment charge of 1.5% per month (18% per annum) will be levied on all overdue amounts, in accordance with the provisions of the Interest Act, 1978 and applicable trade practices. The Agency reserves the right to pause all work immediately and without notice if payments are overdue.

4. Taxes: All quoted fees are exclusive of GST or any other applicable taxes, which shall be charged additionally at the prevailing rate.

5. Refund & Cancellation Policy

The Client acknowledges and expressly agrees that the fees quoted for the Services are based on the allocation of the Agency’s resources, including but not limited to manpower, software tools, and strategic planning, for the duration of the project.

1. No Refund Policy: All payments made to DCampaign Digital are final, non-refundable, and non-transferable. Due to the digital and service-based nature of our work, which involves the immediate allocation of resources and intellectual effort, no refunds will be issued under any circumstances, including but not limited to termination, cancellation, or abandonment of the project by the Client for any reason.

2. Termination by Client: The Client may terminate this Agreement or an active SOW by providing a 30-day written notice. However, the Client shall remain liable to pay for all work completed, resources utilized, and costs incurred up to the date of termination, and any outstanding invoices or pre-committed costs (e.g., third-party software licenses, ad spend) shall become immediately due and payable. No retainer or advance payments will be refunded.

3. Termination by Agency: The Agency reserves the right to terminate this Agreement or any SOW immediately for cause upon the Client’s material breach of this Agreement, including non-payment, failure to provide required materials, or acting in a manner detrimental to the Agency’s reputation. In such an event, the Client’s obligation to pay for all work completed up to the termination date shall survive.

6. Intellectual Property Rights

1. Client Materials: The Client represents and warrants that they own or have the necessary licenses, rights, and permissions to all Client Materials and that their use does not infringe upon any third-party rights.

2. Agency’s Pre-existing IP: The Agency retains all ownership and interest in all pre-existing intellectual property, tools, frameworks, know-how, and methodologies (“Agency’s IP”).

3. Final Deliverables: Upon full and final payment of all fees due, the Agency grants the Client a perpetual, non-exclusive, worldwide license to use the final Deliverables (e.g., the final website, a designed logo, a published article) for their intended business purposes. The Agency retains the right to display, reproduce, and use the Deliverables in its portfolio and for self-promotional purposes.

4. Third-Party Materials: Any third-party materials (e.g., stock images, fonts, plugins) incorporated into the Deliverables may be subject to separate licensing terms, and the Client agrees to abide by them.

7. Confidentiality

Both parties agree to hold each other’s confidential information in strict confidence and not to use or disclose it except as necessary to perform their obligations under this Agreement. Confidential information includes, but is not limited to, business strategies, marketing plans, customer lists, pricing, and proprietary processes.

8. Representations, Warranties & Disclaimer

1. Mutual Warranties: Each party represents and warrants that it has the full power and authority to enter into this Agreement.

2. Agency’s Warranty: The Agency warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

3. No Guarantee of Results: The Client expressly understands and agrees that DCampaign Digital provides efforts and services, not guaranteed outcomes. The Agency makes no warranties, express or implied, regarding the success of any marketing campaign, including but not limited to specific rankings on search engines, specific levels of traffic, lead generation, or sales conversions. Marketing results are influenced by a multitude of factors beyond the Agency’s control.

4. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE AGENCY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Limitation of Liability

To the fullest extent permitted by law under the Indian Contract Act, 1872, and other applicable laws, the Agency’s total cumulative liability to the Client for any and all claims arising from this Agreement or the Services, whether in contract, tort (including negligence), or otherwise, shall be limited to the total amount of fees paid by the Client to the Agency for the specific Services giving rise to the claim in the six (6) months preceding the claim.

In no event shall the Agency be liable to the Client for any indirect, special, incidental, consequential, or punitive damages (including lost profits or lost data) arising from or relating to this Agreement, even if advised of the possibility of such damages.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless DCampaign Digital, its employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Client’s use of the Services or Deliverables; (b) any Client Materials provided by the Client; (c) the Client’s breach of any term of this Agreement; or (d) any claim that the Client Materials infringe upon the intellectual property rights of a third party.

11. Governing Law & Dispute Resolution

1. Governing Law: This Agreement and any dispute arising hereunder shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, without regard to its conflict of law principles.

2. Jurisdiction: The courts located in [City, State, e.g., New Delhi, Delhi] shall have exclusive jurisdiction over any disputes arising under this Agreement.

3. Dispute Resolution: The parties agree to first attempt to resolve any dispute through good-faith negotiations. If the dispute cannot be resolved within thirty (30) days, it may be referred to mediation before pursuing litigation.

12. Miscellaneous Provisions

1. Independent Contractor: The Agency is an independent contractor and not an employee, partner, or joint venturer of the Client.

2. Force Majeure: The Agency shall not be liable for any failure or delay in performance due to causes beyond its reasonable control.

3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

4. Entire Agreement: This Agreement, together with any attached SOWs, constitutes the entire agreement between the parties and supersedes all prior communications and proposals.

5. Amendment: No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.