Terms & Conditions

Terms and Conditions

Last updated: 18th September, 2026

These Terms and Conditions (“Terms”) govern your access to and use of the website at digifinity.us (the “Site”) and the services provided by [FULL LEGAL ENTITY NAME] (“Digifinity”, “we”, “us”, “our”) to you (“Client”, “you”, “your”).

By accessing the Site or engaging our services, you agree to these Terms. If you do not agree, do not use the Site or our services.

Definitions

“Services” means the marketing, web development, ecommerce, lead generation, recruitment support and related services we provide, as described in an applicable Proposal or Statement of Work.

“Proposal” or “SOW” means the written document describing the scope, deliverables, timeline and fees for a specific engagement.

“Deliverables” means the work product we create for you under a Proposal or SOW.

“Client Materials” means content, data, trademarks, credentials, account access and other materials you provide to us.

“Platform” means any third-party service used in delivering the Services, including but not limited to Google, Meta, LinkedIn, Amazon, Walmart, Shopify, WordPress and email service providers.

Agreement Structure and Precedence

These Terms apply to all engagements. Each engagement is additionally governed by a Proposal or SOW setting out scope, deliverables, timeline and fees.

Where a signed Proposal, SOW or Master Services Agreement conflicts with these Terms, that document controls for the engagement it covers. These Terms govern anything it does not address.

Scope is what is written. Work not described in the Proposal or SOW is out of scope and requires a written change order before we perform it.

Services

We will perform the Services with reasonable skill and care, in accordance with the applicable Proposal or SOW.

No guarantee of results. Marketing, search, advertising, lead generation and recruitment outcomes depend on factors outside our control, including market conditions, competitor activity, Platform algorithm changes, your pricing and offer, your sales process, and the actions of third parties. We do not guarantee specific rankings, traffic volumes, lead volumes, conversion rates, revenue, placements, or return on investment, and no statement by us, in any medium, constitutes such a guarantee. Any figures, benchmarks, forecasts or past client results we share are illustrative and not a commitment.

Estimates and timelines. Timelines assume timely Client cooperation under Section 4. Delays in approvals, access or materials shift delivery dates accordingly.

Subcontractors. We may engage subcontractors and personnel in any jurisdiction, including India. We remain responsible for their performance under these Terms.

Client Responsibilities

You agree to:

  • Provide accurate, complete information and all Client Materials we reasonably require
  • Provide timely access to accounts, platforms, systems and personnel
  • Provide feedback and approvals within the timeframes stated in the Proposal or SOW
  • Maintain lawful ownership or licence of all Client Materials
  • Comply with all applicable laws and Platform terms in connection with the Services
  • Designate a single point of contact authorised to approve work and incur costs

Delay. Where our performance is delayed by your acts or omissions, we are not liable for the delay or its consequences, and fees remain payable in accordance with Section 5.

Accuracy of Client Materials. You warrant that Client Materials do not infringe any third-party right and that any claims, statistics or representations you ask us to publish are accurate and substantiated. We may decline to publish material we reasonably believe is unlawful, misleading or non-compliant.

Fees, Payment and Taxes

Fees. Fees are as stated in the applicable Proposal or SOW, in United States Dollars unless otherwise specified, and are exclusive of Media Spend (Section 6) and third-party costs (Section 7).

Invoicing and terms. Retainers are invoiced in advance of each service period. Project fees are invoiced per the milestone schedule in the SOW. Payment is due within 15 days of invoice date.

Late payment. Overdue amounts may accrue interest at 1% per month or the maximum permitted by law, whichever is lower. We may suspend Services on 7 days’ written notice for accounts overdue by more than these days. Suspension does not relieve you of accrued fees.

Taxes. Fees are exclusive of all taxes. You are responsible for any sales, use, VAT, GST or similar taxes, excluding taxes on our income. Where withholding tax applies to payments to us, [COUNSEL: specify whether fees are grossed up or the Client withholds, this materially affects what you actually receive].

No refunds for completed work. Fees for Services already performed and Deliverables already provided are non-refundable. Prepaid fees for Services not yet performed are handled under Section 8.

Third-party pass-through. Software licences, subscriptions, stock assets, hosting, data purchases and similar costs are billed at cost plus any agreed handling fee, or paid directly by you, as stated in the SOW.

Advertising and Media Spend

Media Spend is separate from fees. Amounts paid to advertising platforms (“Media Spend”) are not our fees and are not included in any management fee unless expressly stated.

Payment method. Unless otherwise agreed in writing, Media Spend is charged to payment methods you own and control, on accounts registered in your name.

Account ownership. Advertising accounts, analytics properties, and associated data created or managed for you remain your property. We access them under permissions you grant and will relinquish access on request or termination.

Platform decisions. Platforms may reject ads, suspend accounts, change policies, alter algorithms, or modify reporting without notice. We are not liable for Platform decisions, outages, policy changes, account suspensions, billing errors, or discrepancies between Platform-reported metrics and your own records.

Attribution. Platform-reported performance figures are estimates produced by the Platform. Differences between Platform reporting and your internal records are normal and are not a defect in the Services.

Third-Party Platforms and Services

The Services frequently involve Platforms we do not control. You acknowledge that:

  • Platform terms of service apply to your accounts and you remain responsible for compliance
  • Platforms may suspend, restrict or terminate accounts, including for reasons unrelated to our work
  • Marketplace sellers face account health requirements, listing suppression and policy enforcement determined solely by the marketplace
  • Professional network and email platforms impose sending limits and usage restrictions that constrain what can be delivered
  • Software, plugins, themes and integrations are governed by their own licences

We are not liable for the acts, omissions, pricing changes, deprecations, security incidents or enforcement decisions of any Platform.

Term, Termination and Suspension

Term. Engagements run for the term stated in the Proposal or SOW. Retainers continue month to month unless a fixed term is specified.

Termination for convenience. Either party may terminate a retainer engagement on 30 days’ written notice. Project engagements may be terminated on written notice, with fees payable for work performed and non-cancellable commitments incurred to the termination date.

Termination for cause. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure within 15 days of notice, becomes insolvent, or ceases business.

Effect of termination. On termination you must pay all fees for Services performed and costs incurred to the effective date. We will, on request and subject to payment of all outstanding amounts, provide reasonable transition assistance and hand over Deliverables, credentials and access in our possession.

No refund of minimum terms. Where an engagement has a stated minimum term, fees for that term remain payable on early termination for convenience, unless the SOW provides otherwise.

Survival. Sections 9, 10, 11, 12, 13, 14, 15, 16 and 17 survive termination.

Intellectual Property

Deliverables. On full payment of all fees due for the relevant engagement, we assign to you the intellectual property rights in the Deliverables created specifically for you, excluding Digifinity Materials under 9.2 and third-party materials under 9.3.

Digifinity Materials. We retain all rights in our pre-existing and independently developed materials, including methodologies, frameworks, templates, code libraries, tools, processes and know-how (“Digifinity Materials”), together with any improvements to them. We grant you a perpetual, non-exclusive, royalty-free licence to use Digifinity Materials solely as incorporated in the Deliverables.

Third-party materials. Deliverables may incorporate third-party materials, fonts, stock assets, plugins, libraries, open-source components, licensed under their own terms. Those terms govern your use, and ongoing licence fees, where applicable, are your responsibility.

Client Materials. You retain all rights in Client Materials and grant us a licence to use them for the purpose of delivering the Services.

Portfolio rights. We may identify you as a client and describe the work performed, including in case studies, proposals and marketing materials, and may reference non-confidential performance metrics. You may withdraw this permission by written notice, which we will honour prospectively.

Non-payment. Where fees remain unpaid, rights in Deliverables do not transfer, and we may suspend or disable Deliverables we host or control.

Confidentiality

Each party will keep the other’s non-public information confidential, use it only for the purposes of the engagement, and protect it with reasonable care. This does not apply to information that is public, independently known, independently developed, or required to be disclosed by law, with notice to the other party where lawful.

Confidentiality obligations continue for 3 years after termination, and indefinitely for trade secrets.

Data Protection and Privacy

Roles. Where we process personal information on your behalf, you are the controller or business and we are the processor or service provider, as those terms are used in applicable law.

Applicable law. Depending on the engagement, processing may be subject to the California Consumer Privacy Act as amended by the CPRA, other US state privacy laws, and, where you or your contacts are in the EEA or UK, the GDPR.

Cross-border processing. You acknowledge that personal information may be accessed and processed by our personnel in India and by subprocessors in other jurisdictions. Where required, the parties will execute appropriate transfer mechanisms.

Data Processing Agreement. Where required by law or requested by you, the parties will enter a Data Processing Agreement, which will control over this Section to the extent of any conflict.

Outreach data. Where the Services involve email or messaging outreach, you are responsible for the lawful basis of contacting the individuals concerned, including compliance with the CAN-SPAM Act, and CASL or GDPR where applicable. You warrant that contact data you supply was lawfully obtained. We do not purchase contact lists and will not use lists we reasonably believe were unlawfully obtained.

Site privacy. Our collection and use of information through the Site is described in our  <a href=”https://digifinity.us/privacy-policy/“>Privacy Policy</a> at, which forms part of these Terms.

Service-Specific Terms

Search and content services. Search engines and AI systems determine rankings, inclusion and citation by their own methods, which change without notice. We do not control indexation, ranking position, featured snippet selection, or whether AI systems cite your content. We do not use methods intended to manipulate search results in breach of Platform guidelines, and we are not responsible for the effects of prior work performed by others.

Web development. Unless expressly stated in the SOW, the Services do not include ongoing maintenance, security monitoring, updates or hosting. Where accessibility conformance is stated as a deliverable, it refers to conformance with the specified standard at the point of delivery; subsequent content additions and third-party integrations may affect conformance, and we do not warrant ongoing compliance or any particular legal outcome. You remain responsible for your legal obligations regarding website accessibility.

Ecommerce and marketplace services. Marketplace account eligibility, listing approval, account health and enforcement are determined solely by the marketplace. We do not guarantee approval, reinstatement, Buy Box eligibility, or any particular listing placement. You remain the seller of record and are responsible for product compliance, safety, labelling, taxes and customer obligations.

Lead generation and outreach. We do not guarantee lead volume, meeting volume, meeting attendance, or lead quality beyond the qualification criteria agreed in writing. Where sending infrastructure is established on your domains, domain and sender reputation are affected by factors including your prior sending history and recipient behaviour. You are responsible for the content of offers and claims made in outreach.

Recruitment and staffing support. We provide sourcing, screening and administrative support. We are not an employer of record, professional employer organisation, or staffing agency of record unless expressly agreed in writing. Hiring, compensation and employment decisions are yours alone, and you are responsible for compliance with all applicable employment, anti-discrimination, background check and immigration laws, including the requirements of the EEOC and the Fair Credit Reporting Act where relevant. We do not guarantee placement, candidate acceptance, candidate performance or retention. Candidate-sourcing activity is conducted on criteria you define, and you are responsible for ensuring those criteria are lawful.

Disclaimers

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Site or Services will be uninterrupted, error-free, or free of harmful components, or that any particular result will be achieved.

Content on the Site is provided for general information and does not constitute professional, legal, financial or tax advice.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES IS LIMITED TO THE FEES PAID BY YOU TO US IN THE [TWELVE (12)] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MEDIA SPEND IS EXCLUDED FROM THE CALCULATION OF FEES FOR THIS PURPOSE.

These limitations do not apply to liability that cannot be excluded by law, or to a party’s obligations under Section 15.

Some jurisdictions do not allow certain exclusions or limitations; in those jurisdictions our liability is limited to the maximum extent permitted.

Indemnification

You will indemnify and hold us harmless against claims, damages, losses and reasonable costs arising from: Client Materials, including infringement and inaccuracy claims; your products, services or business operations; your breach of Platform terms or applicable law; employment or hiring decisions you make; and claims relating to outreach recipients where you supplied or approved the contact data or messaging.

We will indemnify and hold you harmless against third-party claims that Deliverables created by us, excluding Client Materials and third-party materials, infringe a US intellectual property right, provided you notify us promptly and allow us to control the defence.

Governing Law and Disputes

Governing law. These Terms are governed by and construed in accordance with the laws of the State of Illinois, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Venue. Any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties that is not resolved through the informal resolution process described below shall be brought exclusively in the state or federal courts located in Cook County, Illinois. Each party irrevocably consents to the personal jurisdiction of such courts and waives any objection based on inconvenient forum or improper venue.

Informal resolution. Before commencing any formal legal proceeding, the parties will attempt in good faith to resolve the dispute through discussions between senior representatives of each party. The parties will allow thirty (30) days from the date one party provides written notice of the dispute for such informal resolution efforts, unless the parties mutually agree otherwise or immediate legal relief is reasonably necessary to protect a party’s rights or interests.

Jury waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE PARTIES’ BUSINESS RELATIONSHIP.

Time limit. To the fullest extent permitted by applicable law, any claim arising out of or relating to these Terms or the Services must be commenced within one (1) year after the date on which the cause of action first arose. Any claim not commenced within this period is waived to the fullest extent permitted by law.

General

Non-solicitation. During the engagement and for 12 months after, neither party will solicit for employment any employee or contractor of the other who was directly involved in the engagement, without written consent. General advertising not targeted at such individuals is not a breach.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil unrest, government action, labour disputes, epidemics, internet or utility failure, and Platform outages.

Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

Assignment. Neither party may assign these Terms without the other’s written consent, except to a successor in connection with a merger, acquisition or sale of substantially all assets.

Notices. Notices must be in writing and sent to the addresses below, or to such other address as a party notifies. Notice by email is effective when sent, provided no delivery failure is received.

Entire agreement. These Terms, together with any applicable Proposal, SOW or Master Services Agreement, constitute the entire agreement and supersede all prior discussions, proposals and representations.

Amendments to these Terms. We may update these Terms from time to time. Material changes apply to engagements entered into after the updated version is posted. Changes do not retroactively alter a signed Proposal or SOW.

Severability. If any provision is held unenforceable, the remainder continues in effect and the provision is modified to the minimum extent necessary to make it enforceable.

No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

Headings. Headings are for convenience only and do not affect interpretation.

Acceptable Use of the Site

You may not use the Site to transmit unlawful, infringing or harmful material; attempt unauthorised access to any system; interfere with the Site’s operation; scrape or harvest data by automated means without written permission; or use the Site in breach of applicable law.

We may suspend or restrict access to the Site at our discretion.

Contact

DIGIFINITY

Address: 535 North Michigan Ave, Unit 1705, Chicago, IL 60611
Email: info@digifinity.us
Phone: +1 (872) 366-7894

Indian Address: A-309, KP Epitome, Nr. Siddhivinayak Tower, Makarba, Ahmedabad – 380051
Email: info@digifinity.in
Phone: +91 63533 75225

Prev
Next