1. Introduction

These Terms and Conditions ("Terms") govern the use of the website located at summitedge.co.in ("Website") and the design, development, marketing, and support services (collectively, "Services") provided by The Digital Agency, operated by Summit Edge, with a registered office at H 159, Noida, Sector 63, 201301, India ("we," "us," "our," "Agency").

By accessing this Website or engaging us for Services, you ("Client," "you") agree to be bound by these Terms. If you do not agree, please do not use the Website or engage our Services.

These Terms apply to clients located anywhere in the world, including but not limited to the United States, United Kingdom, Canada, and Australia. Certain additional rights available to you under the consumer-protection laws of your own country are described in Section 15.

2. Services

We provide digital services including, but not limited to:

• UI/UX and web design
• Website and web application development
• Search engine optimization (SEO) and digital marketing
• Social media management
• eCommerce store setup and management
• Ongoing website maintenance and technical support

The specific scope, deliverables, timeline, and price for any engagement will be set out in a separate Proposal, Statement of Work (SOW), or Order Form ("Order") agreed in writing (including by email) between you and us. In the event of a conflict between these Terms and an Order, the Order will govern for that specific engagement.

3. Quotes, Proposals & Project Scope

• All quotes and proposals are valid for 30 days from the date issued, unless stated otherwise.
• Project scope is defined in the applicable Order. Any request that falls outside the agreed scope ("Out-of-Scope Work") will be treated as a change request and may incur additional fees and/or affect the delivery timeline.
• Change requests must be agreed in writing (email is sufficient) before work begins on them.
• Timelines quoted are estimates based on the Client providing requested content, feedback, and approvals promptly. Delays caused by the Client (e.g., late content, delayed sign-off) may extend the delivery date accordingly.

4. Fees, Payment & Currency

• Fees for Services will be set out in the applicable Order and may be quoted in USD, GBP, CAD, AUD, or INR, as agreed with the Client.
• Unless otherwise agreed, projects require a 50% deposit before work begins, with the balance due on delivery / per milestone / net 15 days from invoice.
• Ongoing retainer or support plans are billed monthly, in advance and will auto-renew unless cancelled in accordance with Section 8.
• Payments are accepted via bank transfer / Wise / PayPal / Stripe / credit card. Any bank or payment processor fees are the Client's responsibility unless otherwise agreed.
• Late payments may result in a suspension of Services and/or a late fee of 1.5% per month or the maximum permitted by applicable law, whichever is lower.
• All fees are exclusive of applicable taxes (e.g., GST, VAT, sales tax) unless stated otherwise. The Client is responsible for any taxes applicable in their own jurisdiction; we will apply Indian GST/export regulations as required by Indian law.

5. Client Responsibilities

To deliver Services on time and to a high standard, the Client agrees to:

• Provide timely feedback, content, brand assets, and approvals as requested;
• Designate a single point of contact for project communication and decisions;
• Ensure they have the legal right to use any content, images, trademarks, or third-party materials provided to us for use in the project;
• Respond to review requests within the timeframe specified in the Order (where no timeframe is specified, within 5 business days).

Delays caused by the Client's failure to meet these responsibilities may result in adjusted timelines and are not considered a breach by the Agency.

6. Intellectual Property

• Pre-existing IP: Each party retains ownership of any intellectual property it owned before the engagement (e.g., our proprietary code libraries, tools, and frameworks; the Client's existing brand assets).
• Final Deliverables: Upon full and final payment, ownership of the final, client-specific deliverables (e.g., final website files, designs created specifically for the Client) transfers to the Client, except for:
  • Any third-party software, plugins, themes, stock assets, or licensed tools used in the project, which remain subject to their own licenses;
  • Our general methodologies, know-how, code snippets, and reusable components, which we retain the right to reuse in other projects.
• Portfolio Rights: Unless the Client requests otherwise in writing, we reserve the right to showcase completed work (screenshots, descriptions, and general results) in our portfolio, case studies, and marketing materials.
• Non-Payment: If final payment is not made in full, ownership of deliverables remains with the Agency until payment is received.

7. Revisions

• Each project phase (e.g., design, development) includes 2 rounds of revisions as part of the agreed fee, unless stated otherwise in the Order.
• Additional revision rounds, or revisions requested after a phase has been formally approved by the Client, may be billed at our standard hourly rate of [$10 / hour].

8. Term, Cancellation & Refunds

• Project-based engagements: Either party may terminate an ongoing project with 14 days' written notice. In the event of termination, the Client will be invoiced for all work completed and expenses incurred up to the termination date; any deposit paid is non-refundable once work has commenced, except as required by applicable law.
• Retainer/subscription-based Services: Either party may cancel with 30 days' written notice before the next billing cycle. No refunds are issued for partial billing periods already in progress.
• Refunds: Because our Services involve custom labor, deposits and payments for work already performed are generally non-refundable. Where required by the mandatory consumer-protection laws of your country (see Section 15), any statutory refund or cancellation rights will apply and will take precedence over this clause.

9. Warranties & Disclaimers

We warrant that Services will be performed with reasonable skill and care, consistent with generally accepted industry standards.

We do not guarantee specific business outcomes, such as a particular level of website traffic, search engine rankings, sales, or conversion rates, as these depend on factors outside our control (e.g., market conditions, third-party platform algorithm changes, Client's own marketing decisions).

Except as expressly stated in these Terms or required by applicable law, the Website and Services are provided "as is" without warranties of any kind, whether express or implied.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Our total liability arising out of or relating to any engagement will not exceed the total fees paid by the Client to us for the specific Service giving rise to the claim in the three (3) months preceding the event.
• We will not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages.
• Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law (for example, liability for fraud, or death or personal injury caused by negligence, or other liabilities that cannot be excluded under UK, US, Canadian, or Australian consumer law).

11. Confidentiality

Both parties agree to keep confidential any non-public business, technical, or financial information disclosed during the engagement, and to use it only for the purposes of the engagement. This obligation survives termination of the engagement for 2 years.

12. Third-Party Services & Platforms

Projects may involve third-party platforms, plugins, hosting providers, payment gateways, or APIs (e.g., WordPress, Shopify, Google, Meta). We are not responsible for outages, policy changes, pricing changes, or data practices of these third parties. Any subscription or usage fees charged directly by third-party providers are the Client's responsibility unless explicitly included in the Order.

13. Data Protection & Privacy

Our collection and use of personal data (including Client and website-visitor data) is described in our separate Privacy Policy, which forms part of these Terms by reference. Where we process personal data on the Client's behalf as part of a Service (e.g., managing an email list or ad account), the parties will agree appropriate data-processing terms in the Order, including compliance with applicable data protection laws such as the UK/EU GDPR, Canada's PIPEDA, and Australia's Privacy Act 1988, as relevant to the Client's location and audience.

14. Governing Law & Dispute Resolution

• These Terms are governed by the laws of India, without regard to its conflict-of-law principles, unless a different governing law is expressly agreed in an Order with a specific Client.
• Any dispute arising out of these Terms or an engagement will first be addressed through good-faith negotiation between the parties. If unresolved within 30 days, disputes will be resolved through arbitration in Noida, India, under the Arbitration and Conciliation Act, 1996 / the courts of Noida, Uttar Pradesh, India, unless the mandatory law of the Client's home country requires otherwise.

15. Your Rights Under Local Consumer Law

Nothing in these Terms is intended to limit any statutory rights you have as a consumer or business under the mandatory laws of your own country, including (where applicable):

• United States: State-level consumer protection and contract laws.
• United Kingdom: Consumer Rights Act 2015 (for consumer clients) and general contract law.
• Canada: Federal and provincial consumer protection legislation.
• Australia: Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010), including guarantees that cannot be excluded, restricted, or modified.

Where any part of these Terms conflicts with such mandatory rights, the mandatory local law will apply to that extent, and the remainder of these Terms will remain in effect.

16. Force Majeure

Neither party will be liable for delays or failure to perform due to events beyond its reasonable control, including natural disasters, war, internet or power outages, government action, or pandemic-related restrictions.

17. Changes to These Terms

We may update these Terms from time to time. Material changes will be notified to active clients by email or posted on this page with an updated "Last Updated" date. Continued use of our Services after changes take effect constitutes acceptance of the revised Terms.

18. Contact Us

If you have questions about these Terms, please contact us:

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