- Definitions
- “Agreement” means these Terms, the Proposal/Statement of Work (SOW), and any attached exhibits.
- “Deliverables” refers to all content, strategies, reports, wireframes, and materials provided by H2 Digitants.
- “SOW” (Statement of Work) defines the project scope, deliverables, timelines, and fees.
- Engagement & Scope
2.1 Services: H2 Digitants will provide content creation, digital marketing strategy, Figma consultation, and related services as described in the approved Proposal/SOW.
2.2 Changes to Scope: Any modifications or requests for additional services (“Scope Creep”) require a written change order signed by both parties, which will include adjusted fees and timelines.
2.3 Client-Side Dependencies: Project timelines are dependent on the Client’s timely provision of information, feedback, materials, and access. Delays caused by the Client may extend project deadlines accordingly without penalty to H2 Digitants.
- Fees & Payment
3.1 Pricing Models:
Project-Based: A fixed fee for defined-scope projects, invoiced according to a milestone schedule outlined in the SOW.
Retainer: A recurring fee for ongoing services, billed monthly in advance.
3.2 Payment Terms:
Invoices are payable within 15 days of receipt, unless otherwise specified in the SOW.
Late payments may incur interest at 1.5% per month or the maximum rate allowed by law.
3.3 Taxes: The Client is responsible for all applicable taxes (e.g., GST), unless H2 Digitants is legally required to collect them.
- Confidentiality & Data Protection
4.1 Confidentiality: Both parties agree not to disclose each other’s confidential information and to use it solely for the purpose of this Agreement.
4.2 Data Security: H2 Digitants will adhere to reasonable industry standards to protect any data provided by the Client.
4.3 Data Privacy: For any personal data processed, the parties will comply with applicable data protection laws. The Client warrants that it has the legal right to share any data provided to H2 Digitants.
- Intellectual Property (IP)
5.1 Client Ownership: Upon full payment of all fees, the final Deliverables (e.g., the completed website copy, a finalized blog article, a delivered strategy document) are assigned to the Client.
5.2 H2 Digitants Ownership: H2 Digitants retains all rights to its pre-existing methodologies, strategies, wireframe templates, tools, and any generic knowledge or intellectual property developed during the engagement. This includes the right to reuse underlying strategies, frameworks, and non-client-specific design concepts for other clients.
5.3 Portfolio Rights: H2 Digitants retains the right to display and reference the Deliverables and the Client’s project in its portfolio and marketing materials.
- Warranties & Liability
6.1 Service Warranty: H2 Digitants warrants that services will be performed in a professional and workmanlike manner. The Client must report any defects in the Deliverables in writing within 14 days of receipt for corrective action.
6.2 No Guarantee of Results: H2 Digitants does not guarantee any specific business outcomes, such as search engine rankings, traffic levels, or lead generation, as these are dependent on numerous external factors beyond our control.
6.3 Limitations: Except in cases of gross negligence or wilful misconduct, neither party shall be liable for any indirect, special, or consequential damages. The total liability of H2 Digitants shall not exceed the total fees paid by the Client under the relevant SOW in the six (6) months preceding the claim.
- Portfolio & Marketing Rights
- H2 Digitants is granted a non-exclusive, royalty-free license to use the Client’s name, logo, and a description of the project in its business portfolio, on its website, in case studies, and in marketing materials. If the Client wishes to remain anonymous or limit this use, they must state so in writing before project commencement.
- Termination
8.1 For Cause: Either party may terminate this agreement for a material breach by the other party with 15 days’ written notice to allow for a cure.
8.2 For Convenience: For retainer engagements, either party may terminate with 30 days’ written notice. The Client remains responsible for all fees for work completed and expenses incurred up to the termination date.
8.3 Post-Termination: Upon termination, the Client must pay H2 Digitants for all work completed. H2 Digitants will deliver all completed, paid-for Deliverables.
- Third-Party Tools & Subcontracting
9.1 Subcontracting: H2 Digitants may engage qualified subcontractors but remains solely responsible for their performance.
9.2 Third-Party Tools: The Client is responsible for costs and compliance with terms for any third-party tools or platforms required for the project (e.g., SEMrush, Ahrefs, Figma licenses).
- Force Majeure
- Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, or internet service failures.
- Dispute Resolution
- The parties will first attempt to resolve any dispute through good-faith negotiation. If unresolved, the dispute shall be subject to the exclusive jurisdiction of the courts in Ahmedabad, Gujarat, India.
- General Clauses
12.1 Independent Contractor: H2 Digitants is an independent contractor, not an employee or agent of the Client.
12.2 Assignment: The Client may not assign this agreement without the prior written consent of H2 Digitants.
12.3 Survival: Clauses on Confidentiality, Intellectual Property, Liability, and Payment shall survive the termination of this agreement.
12.4 Notices: Formal notices shall be in writing and sent via email to the points of contact specified in the SOW.
- Entire Agreement
- This Agreement, comprising these Terms and the associated SOW/Proposal, constitutes the entire understanding between the parties and supersedes all prior agreements. In the event of a conflict, the terms of the SOW/Proposal shall take precedence over these general Terms.
