Legal
Terms of
Service
Last Updated: January 1, 2025
Please read these Terms of Service carefully before using our website or engaging our services. These Terms govern your relationship with DigitalCodeUp.
Acceptance of Terms
Agreement to Terms
By accessing or using the website located at digitalcodeup.com (the "Site") or engaging any services provided by DigitalCodeUp ("we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not access or use our Site or services.
Modifications
We reserve the right to modify these Terms at any time. When we do, we will update the 'Last Updated' date at the top of this page. Continued use of our Site or services after changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.
Services
Scope of Services
DigitalCodeUp offers digital marketing and web development services including but not limited to: Search Engine Optimization (SEO), Pay-Per-Click (PPC) Advertising, Social Media Marketing, Content Marketing, SEO Copywriting, Web Development, UI/UX Design, and Google Places Optimization. The specific services, deliverables, timelines, and fees for each engagement are defined in a separate Service Agreement or Statement of Work ("SOW").
Service Availability
We reserve the right to modify, suspend, or discontinue any service at any time with reasonable notice. We will make reasonable efforts to notify active clients of any material changes that affect their ongoing engagements.
Subcontractors
DigitalCodeUp may engage qualified subcontractors or third-party vendors to assist in delivering services. We remain responsible for the quality and delivery of work performed under our engagements.
Client Responsibilities
Accurate Information
You agree to provide accurate, complete, and up-to-date information required for us to deliver services effectively. This includes access credentials, brand assets, business information, and any other materials we request. Delays or errors caused by inaccurate or incomplete information provided by you are not our responsibility.
Timely Approvals
Many services require your review and approval at key stages. You agree to provide feedback and approvals in a timely manner as outlined in your SOW. Unreasonable delays in approvals may affect project timelines and delivery dates.
Lawful Use
You represent and warrant that you will use our services only for lawful purposes and in compliance with all applicable laws and regulations. You agree not to use our services to engage in any fraudulent, misleading, or harmful activities.
Payment Terms
Fees and Invoicing
Fees for services are specified in the applicable SOW or service agreement. Unless otherwise stated, invoices are payable within 14 days of receipt. We reserve the right to update pricing for ongoing services with 30 days' written notice.
Late Payments
Overdue invoices may accrue interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend services on accounts that are more than 30 days past due.
Refund Policy
Due to the time and resources invested in digital marketing campaigns, fees for services already rendered are generally non-refundable. Any exceptions will be stated explicitly in your service agreement. If you have concerns about service quality, please contact us and we will work to resolve them.
Intellectual Property
Client-Owned Deliverables
Upon receipt of full payment, DigitalCodeUp assigns to you all rights, title, and interest in the deliverables specifically created for you under a SOW, including custom website code, written content, and original design assets.
Our Pre-Existing IP
We retain all rights to our proprietary tools, methodologies, frameworks, templates, and pre-existing intellectual property used in delivering services. Nothing in these Terms transfers ownership of our underlying IP to you.
Third-Party Assets
Certain deliverables may incorporate licensed third-party assets (fonts, stock imagery, plugins, etc.). We will inform you of any such assets and associated license requirements. You are responsible for compliance with third-party licenses after project completion.
Your Content
You grant DigitalCodeUp a non-exclusive, royalty-free license to use your brand materials, content, and information solely for the purpose of delivering the contracted services. We do not claim ownership of your content.
Confidentiality
Mutual Confidentiality
Both parties agree to keep confidential any proprietary business information, strategies, client data, pricing, or technical information shared during the engagement. This obligation survives the termination of any service agreement.
Exclusions
Confidentiality obligations do not apply to information that is: publicly available through no fault of the receiving party, independently developed without use of confidential information, or required to be disclosed by law or court order.
Disclaimers & Warranties
No Guarantee of Results
Digital marketing results are influenced by many factors outside our control including algorithm changes, market conditions, competitor activity, and client-side factors. We do not guarantee specific rankings, traffic volumes, leads, revenue, or any other performance metric. We commit to applying industry best practices and professional judgment.
As-Is Basis
Our website and services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Limitation of Liability
Indirect Damages
To the fullest extent permitted by law, DigitalCodeUp shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of our services, including loss of profits, data, or goodwill, even if we have been advised of the possibility of such damages.
Aggregate Liability Cap
In no event shall DigitalCodeUp's total cumulative liability to you for any claims arising out of or related to these Terms or our services exceed the total fees paid by you to us in the three (3) months preceding the claim.
Termination
By Either Party
Either party may terminate an ongoing service engagement with 30 days' written notice. Termination does not relieve you of the obligation to pay fees for services already delivered. Fees for work in progress at the time of termination will be calculated on a pro-rata basis.
For Cause
We may terminate services immediately and without notice if you breach these Terms, engage in fraudulent activity, or fail to pay overdue invoices after reasonable notice. Upon termination for cause, all outstanding fees become immediately payable.
Effect of Termination
Upon termination, we will provide you with all deliverables completed and paid for. Access to third-party tools or platforms managed on your behalf will be transitioned to you or discontinued based on your instructions.
Governing Law & Disputes
Applicable Law
These Terms shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. Any disputes arising from these Terms or your use of our services shall be subject to the exclusive jurisdiction of the courts located in Faridabad, Haryana, India.
Good Faith Resolution
Before initiating formal legal proceedings, both parties agree to attempt good-faith negotiation to resolve disputes. Either party may request a resolution meeting in writing, and both parties commit to responding within 14 days.
General Provisions
Entire Agreement
These Terms, together with any applicable SOW or service agreement, constitute the entire agreement between you and DigitalCodeUp and supersede all prior discussions, representations, or agreements relating to the subject matter herein.
Severability
If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in full force and effect.
Waiver
Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of DigitalCodeUp.
Assignment
You may not assign your rights or obligations under these Terms without our prior written consent. DigitalCodeUp may freely assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Contact
Legal Enquiries
For questions or concerns about these Terms of Service, please reach out to us directly.
Email: legal@digitalcodeup.com
Address: DigitalCodeUp, Faridabad, Haryana, India