1.1 The Terms and conditions contained here in Shall Constute and form an enre agreement between Digimedia solutions Pvt Ltd(DMSPL) and customer
1.2 Any Clause Of the Terms and conditions if deemed invalid, void or for any reason becomes unenforceable, shall be deemed severable and shall not affect the validity and enforceability of the remaining clauses Of the Terms and conditions of the Agreement.
2. SERVICES, EXCLUSIONS & PERFORMANCE
2.1 In the event the Agreement gets Terminated for any reason whatsoever before the expiry of the period of one year from the date of the Agreernent, then the website hosting and domain, if so applicable, provided by DMSPL, shall be chargeable by DMSPL and the customer agrees to pay for the same. in case the Customer intends to connue the use of such website, hosting per the period of 1 year from the date Of this Agreement.
2.2 That Case the adversing budget of the customer is consumed before the expiry of the period of one year from the date of this agreement than also the customer shall be entied to use the website, hosting and Domain for the balance period. However in the event the Customer stands to connue the use of Such website hosting and domain the period of one year from the date of this agreement than the same shall be chargeable
2.3 In the event the advisement requirement requested by the Customer fall within the restricted category of Google or are not supported by Google Or are against the policy of Google than DMSPL have the right to refund the balance consideration paid by the Customer.
2.4 DMSPL reserves the right to refuse or cancel any adversing requirement at its sole discreon, with or without cause af any me. Balance adversing budget will be refunded to the customer.
2.5 Service contract is for Google Adwords, which is paid form of adversing on Google. Customer website link would appear under sponsored links on Googie Search Results page
2.6 Our Template based website soluon would not be given along with FTP (File Transfer Protocol)
3.1 The Consideraon means the cost of the package purchased by the Customer from DMSPL.
3.2 DMSPL reserves the right to charge for any additional work executed by DMSPL.
3.3 The cost of click would includes DMSPL charges over and above the actual cost of Click on Google Adwords
3.4 Package cost will include the management cost 8. consultaon cost of DMSPL.
3.5 In the event the Customer agrees to pay the consideraon for the services via ECS modeor part Payment mode, than the same cannot be cancelled by the Customer amidst the term of the agreement unless the agreement is earlier terminated by DMSPL at its solediscreon or by mutual consent of DMSPL and the Customer
3.6 Once website is live are the approval of the customer (which approved cannot be unnecessarily withheld), all the changes requested to DMSPL shall be chargeable on mutually agreed terms in the event the Customer does not respond regarding the approval of the website, are having sent the same to it, for its approval by DMSPL within 7 days from the date of it being sent. then the same deemed to have been approved and any changes requested there aer to DMSPL shall be additionally chargeable.
4.1 Customer shall indemnify and hold DMSPL harmless from all claims ,cost, proceeding, damages and expenses (including legal and other professional fees and expenses ) awarded against or incurred or paid by DMSPL as a result of or in connecon with any alleged or actual infringement of any third party intellectual property right (copyright) other right arising out of the use or supply of the information by or on behalf of the customer to DMSPL.
5.1 If the contract is terminated by customer before services under this Agreement are to being execuve or are in the process of cornpleon that in such an event. Under no circumstances, the consideraon paid or agreed to be paid by customer ,shall be nonrefundable and the same shall be for felted in full
6.1 DMSPL shall be primed to idenfy customer, as DMSPL client and may use customer name in connecon with DMSPL markeng inlave.
6.2 Customer agrees and permits DMSPL to make calls and messages on his Mobile and office contact number subsequent to the signing of this Agreement.
6.3 Customer agrees to take virtual number from DMSPL, for the purpose of running the adversing campaign and to enable measurability of the campaign. It is agreed by and between DMSPL customer that DMSPL and the customer that DMSPL within is right ,to disconnect the above stated virtual number for the customer .in the event ,the customer choose not to adverse further These calls would be recorded for reference and quality purpose.
6.4 DMSPL is authorized to replicate the exisng website of customer on its sub-domain other domain and is hereby authorized to make such changes as may be required for the beermat of the delivery of the adversing campaign.
6.5 Clients agrees to do all the requisite changes recommended by DMSPL on its website in order to enhance the adversing campaign performance
6.6 Customer authorize DMSPL to make crical decision like daily budget, CPC, Keywords, GEO Network / device of the enhanced performance of the adversing campaign.
7.1 DMSPL makes no representaons. warrantees or guarantees of any kind as to the level of sales, purchases, clicks, sales leads or other performance that customer can expect from advering through DMSPL. Any estate’s provided by DMSPL to the customer are not can intended to the create any binding obligors or to be relied upon by the customer and by the same are mere estimates
7.2 DMSPL will not be liable for any loss of contract profit, loss of use, or any direct and /or indirect and/or any consequent loss. Damage or expense sustained/incurred by the customer as a
Result of any acts or omissions or information or advice done / ien in any form by oron behalf of the DMSPL to the customer the and the customer is advised to make its own inquiries and use its own best
7.3 In addion to the above it is further agreed that the customer shall be solely liable for any loss or damage, whether monetary or otherwise, suffered by it, as a result of any change effected by it. on its own • in the website by using CMS and DMSPL shall not be held liable on any account what so ever.
7.4 Customer would be provided access to repomg interface by DMSPL showcasing all the crical performance parameters however DMSPL accepts no liability based on performance.
8.1 Neither party will be liable to the others, for any delay or failure to fulfill obligaons set forth in this agreement caused by force majeure reasons or circumstances beyond their control.
9.1 Any note send by the customer with respect to this agreement has be in wring and has to be sent through registered post at the following address . Digital Vision Technology Private Limited. B- 5.Sec-2 Noida - 201301.
9.2 In case of any query the customer can contact the accounts Manager of DMSPL between 10 Am to 6 Pm between Monday to Friday on the phone number given on the face of the present invoice
10.SERVICES. EXCLUSIONS & PERFORMANCE OF THE SERVICES AS MAY BE APPLICABLE
10.1 In the event the adversement requirements requested by the Customer fall within the restricted category of the Third Party or are not supported by Third Party or are Party the DMSPL shall have the right to refund the balance against the policy of Thirdconsideraon paid by the customer
10.2 DMSPL website designing soluon is not be given along with FTP user name and password (File Transfer Protocol).
10.3 Keywords suggested by DMSPL are for suggested purpose only and the final keywords on which ads will run may differ to provide best possible results to the customers.
10.4 Once the daily budget of the customer is exhausted. the ads will stop appearing on search/ display plaorms. It will restart again on the next day and this will connue uni your total budget is spent.
FACEBOOK PAGE MANAGEMENT
a. The customer undertakes to nofy new announcements at least 3(Three) working days in advance.
b. It is agreed and understood by the customer that once the content calendar is approved by the Pares to the Agreement than the same cannot be changed.
c. The Customer undertakes to provide substanal answers to DMSPL in order to answer any quires posted on the page.
d. The Customer By virtue of this Agreement undertakes to provide to DMSPL sole administraon rights of its social pages
E- COMMERCE & CUSTOM WEBSITE
a. Any third party applicaon such as Payment gateway, shipping gateway, SMS gateway, SSL cerficate or stock photos will need to be purchased by the Customer and they shall own the copyright to these materials. Customer will retain the ownership of aforesaid menoned third party application. gateway
b. It is agreed and understood by the Customer that DMSPL shall integrate only one payment gateway in the present scope of the work.
c. It is agreed and understood by the Customer that the hosting (server size
cost)is subjected to the website size.
d. It is agreed and understood by the Customer that the regard to the Browser compability the website shall be compable in 1E8. Google chrome 12.x. Mozilla Firefox 4.x
e. d It is agreed and understood by the Customer that the website will be compabile on window os only. further the webesite will be 95% compable on other operating sysytem
f. It is agreed and understood by the Customer that website will have only 1 admin. No sub-admin or rights management for backend modules shall be provided
g. DMSPL undertakes that the website shall adhere to W3C valiclaon as far as possible. EMAILS. DOMAIN & HOSTING
h.If the Customer wishes to engage DMSPL for the services rang to only email or hosng soluons than in such event the Customer would be need to point NS1 and NS2 of the said domain to server of DMSPL i In the event the Customer is changing his currenthosng to that of DVTPL hosting. than the Customer must download his exisng emails in outlook or else he Will lose those emails and DMSPL shall accept no responsibility of the same
J. Customer would only be provided with a CMS where he can do the requisite changes website Since its proprietary soware therefore DMSPL shall provide the FTP details.
k. Only domains with co.in and in and are available in this package.
SEARCH ENGINE OPTIMISATION (SEO)
i. FTP details of the site should be provided by the client in case the website is no built by DMSPL
m .Keywords once chosen cannot be changed during the enre duraon of the project. If changed there is extra cost Each keyword shall cost 20% of total project cost regardless of the maline of the project
n. Our performance shall be judged by improvement in ranking of the keywords
o. Keyword shown once on the first page will be considered as an accomplishment.
p. By the end of the duraon. all the Keywords would have ranked on first page atleast once. If not than DMSPL undertakes to keep working for that keyword free of cost.
q. If any changes are done on the website without prior note and approval of DMSPL than the responsibility of DMSPL for the a accomplishment sall cease. in such scenario, the on page optimization would have to be done again
r. Which would aract the set up cost and the same shall be payable by the customer.
s. SEC Packages cover SEO for only 1 Search Engine (eg Google.co.in). SEO for more than 1Search Engine would be taken as different package altogether.