The following terms and conditions apply to all services provided by Dgtal Veb Media to all clients on their selected services.

Website Design Terms and Conditions

Definition

The Client: The company or individual requesting the services of Dgtal Veb Media (Web Design & Digital Marketing Company).

Dgtal Veb Media: Primary designer & developer cum Website Designing & Digital Marketing Agency.

The Project: Web design, software development or other computer-related services being provided to the Client by Dgtal Veb Media

Project Completion: Completion of components outlined in project breakdown.

Launch: Upload to the server or release of materials to the Client.

Acceptance:

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote, then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

Agreement:

Dgtal Veb Media will carry out work only where an agreement is provided either by email, telephone, mail or fax. An ‘order’ is deemed to be a written or verbal contract between Dgtal Veb Media and the client, this includes telephone and email agreements.

Please ensure that you read the project design, breakdown, quote and terms & conditions properly and that all details of the work are included, understood and mutually agreed on.

Google Adwords & Social Media Sponsored Ads Service - Terms and Conditions (PPC Management)

This contract is entered into between Dgtal Veb Media (hereinafter referred to as Dgtal Veb Media and the “Client” or “Credit Card Holder”

1.Dgtal Veb Media will provide the Client with Pay Per Click Advertising Services (hereinafter referred to as “PPC”) as described in this Agreement. Dgtal Veb Media will target specific keywords and/or phrases to direct traffic to the Client's website. By entering into this agreement, you give us permission to access your Google Adwords account for the purposes of managing and optimizing your online business. This contract is limited to one website.

2.The Client understands that there are 3 costs involved in undertaking this Google PPC search ad service.

1. Setup Fee paid to Dgtal Veb Media in the amount confirmed in the proposal by automatic direct debit via Razorpay on your supplied credit card
2. Weekly or monthly Agency management fees paid to Dgtal Veb Media in advance on a weekly or monthly basis in the amount confirmed in the proposal by automatic direct debit via Razorpay on your supplied credit card
3. Monthly search engine advertising spent which will be charged by Google Inc, directly and by automatically debiting your supplied credit card based on a weekly or monthly budget agreed by the Client in writing.

This contract is entered into between Dgtal Veb Media (hereinafter referred to as Dgtal Veb Media and the “Client” or “Credit Card Holder”

3.Dgtal Veb Media ’s PPC services are intended to serve two main purposes:

a. to provide the Client with increased exposure in the paid advertising area of search engines like Google, and b. to drive targeted online traffic to the website. Dgtal Veb Media ’s PPC Services will include (but not limited to):

1. Researching keywords and phrases to select appropriate, relevant search terms.
2. Writing of advert copy.
3. Analysis and recommendations on optimal targeting including interests and demographics.
4. Review and refinement of the campaign on an ongoing basis to improve click through rate and optimize the PPC investmen
5. Create traffic and ranking reports for the Client’s website and any associated pages showing PPC results in Google.

4.For the purposes of receiving professional PPC services, the Client agrees to provide the following:

5.Dgtal Veb Media endeavors to set up your PPC campaign as quickly as possible, however in some instances the campaign can take 7-10 days. The timeframes we prescribe are reliant upon your full cooperation for the supply of final materials and information. The Client will be required to review and approve certain aspects of the campaign setup in order to progress the campaign to subsequent phases. Dgtal Veb Media takes no responsibility for Client’s inaction or by not approving ad copy, ad design, keywords or budgets for their PPC campaign.

6.Approval of PPC Campaign works – On completion of the initial setup of the Client’s PPC campaign, the Client will be notified in writing and will have the opportunity to review the PPC campaign details. The Client can notify Dgtal Veb Media in writing of any unsatisfactory information within 7 days of the notification. Any information not deemed to be unsatisfactory within the 7 days review period will be deemed to be approved.

7.If the Client wishes to suspend or cancel Dgtal Veb Media ’s PPC Services at any time please confirm in writing. Upon cancelation all agreed fees outstanding to Dgtal Veb Media are to be paid in full within 5 working days of cancellation. If the Client chooses to cancel their PPC agreement with Dgtal Veb Media , the Google Adwords Pay Per Click fees are not automatically stopped. Dgtal Veb Media holds no liability for any charges that Google Adwords charges after the cancellation of your PPC service. If the Client wishes to stop the pay per click advertising with Google Adwords at the same time that the Client cancels their contract with Dgtal Veb Media , they should notify us in writing. Dgtal Veb Media can stop the PPC campaign on the Client’s behalf or the Client may choose to directly access their Google Adwords Account to organize cancellation.

8.Client agrees to the following with respect to PPC services:

1. The Client’s ongoing use of the services is binding acceptance of these terms and any changes hereto.
2. The Dgtal Veb Media PPC Services are provided under a 16 week agreement unless otherwise agreed in the campaign proposal. Should the client choose to cancel the Agreement during the contract term, the remainder of the Weekly Agency management fees agreed are payable in full.
3. Following the completion of 16 week campaign, the Client will have the option to end the campaign or keep it going. If the Client chooses to continue with the campaign after the 16 week period, but chooses to end the campaign thereafter, the Client is required to provide 4 weeks notice in writing.
4. The use of the Dgtal Veb Media PPC service is at the Client’s own risk.
5. Dgtal Veb Media is not Google or Google Adwords. Dgtal Veb Media is a separate entity from Google.
6. The Client acknowledges that Dgtal Veb Media makes no guarantee that PPC will provide any increase in sales, business activity, profits or any other type of improvement to the Client’s business.
7. To the fullest extent admissible by law, Dgtal Veb Media will not be held liable to the Client for any damages, including without limitation any direct, indirect, special, punitive, incidental, or consequential damage (including but not limited to damages for loss of business profits, business interruption, loss of information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising from the negligence of Dgtal Veb Media or otherwise.
8. Where liability cannot be legally excluded, the liability of Dgtal Veb Media is limited to the cost or re-supplying the service again.
9. The Client agrees to indemnify Dgtal Veb Media for any third party claim for damages arising out of or in any way connected with the supply of services by Dgtal Veb Media to the Client, including without limitation any direct, indirect, special, punitive, incidental, or consequential damage (including but not limited to damages for loss of business profits, business interruption, loss of information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising from the negligence of Dgtal Veb Media or otherwise.
10. The Client agrees to indemnify and hold harmless Dgtal Veb Media , its affiliates, subsidiaries, agents, officers and other partners and its respective employees from and against all damages, liabilities, actions, causes of action, claims, suits, losses, demands, costs and expenses (including without limitation reasonable legal fees, disbursements and court costs) arising from or in connection with the Client’s information, the Client’s use of Dgtal Veb Media ’s PPC services.
11. All fees, services, documents, recommendations, and reports are confidential.
12. Dgtal Veb Media reserves the right to subcontract any services that are agreed to perform your PPC services.
13. The Client agrees that the Customer’s personal data may be used and retained by Dgtal Veb Media for the purposes of –
    1. Delivery of Goods and Services.
    2. Marketing of Goods and Services.
    3. Processing of payment instructions.
14. Dgtal Veb Media has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

9. The Client agrees to pay for any additional services which are not included as part of this PPC Service Agreement including but not limited to website changes, landing pages, 3rd party software, stock images, fonts or other unrelated expenses. The Client can be charged an additional fee for constructing agreed content based on the hourly rate of $165/hr inc GST or as otherwise quoted.

10. Dgtal Veb Media reserves the right to refuse or terminate service. Dgtal Veb Media has the right to be free from acts or threatening behavior, abusive or offensive language. Such communication will not be tolerated. No refund will be provided in case of abusive communications.

11. The Client agrees for Dgtal Veb Media to include a small note and or logo in the footer of the client website for the purposes of acknowledging that Dgtal Veb Media is undertaking digital marketing works for the Client.

12.The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Dgtal Veb Media for inclusion in the ads or on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Dgtal Veb Media and its subcontractors from any liability or suit arising from the use of such elements.

13. Dispute Resolution: Any dispute will be subject to the laws of Queensland Australia.

This Agreement constitutes the entire understanding of the parties. Any modifications thereto must be in writing and agreed by both parties.

Search Engine Marketing Service Terms and Conditions

This agreement is made at the time of purchase between (“Dgtal Veb Media”) and your company (“Client”)

Recitals

1. Dgtal Veb Media has experience and expertise in the development and management of PPC Search Engine Campaigns.
2. Client desires to have Dgtal Veb Media develop and deploy PPC Search Engine Campaigns as outlined in Exhibit A, attached herein (the “Specifications”).

1. Agreements

In consideration of the mutual covenants set forth in this Agreement, Client and Dgtal Veb Media hereby agree as follows:

Development of PPC Campaign and Optimization Services.

Dgtal Veb Media agrees to create, install, manage, develop and employ custom PPC Advertising tactics according to the terms listed on Exhibit A attached hereto.

2. Specifications.

Dgtal Veb Media agrees to develop the PPC Campaign pursuant to the Specifications set forth in Exhibit A.

3. Delivery Dates and Milestones.

Dgtal Veb Media will use reasonable diligence in the development of the PPC Campaign and Strategy and endeavor to deliver to client all deliverables and milestones on a monthly basis. Client acknowledges, however, that this delivery deadline and the other payment milestones are estimates, and are not required delivery dates. Dgtal Veb Media will retain all documents, source code, keyword lists and other assets employed or created for client during the execution of this agreement. Client will receive only the output formats of Dgtal Veb Media’s work where applicable. The output is to be used only within the scope of the project as outlined in Exhibit A. Client shall retain all of its intellectual property rights in any text, images or other components it owns and delivers to Dgtal Veb Media for use in the PPC Campaign and Strategy rendered under this Agreement.

4. Services Provided.

PPC Campaign and Optimization services are intended to provide client with preferential positioning in selected paid search engine inclusion and report results on an ongoing and timely basis. Some of the PPC Campaign and Optimization tactics include:

4.1 PPC Keyword Selection Services.

Dgtal Veb Media will manage a list of keywords and phrases relevant to client’s desired search terms based upon

• Research conducted by Dgtal Veb Media.
• Competitive analysis of keyword terms currently in market use.
• Other client-provided analytics and metrics for particular terms or phrases.

4.2 PPC Campaign Components, Implementation, Ongoing Research and Reporting Services.

Advertising Copy. Dgtal Veb Media shall write advertising copy that is designed to drive high quality traffic to client web site(s) based upon the various keywords identified and selected in section 4.1. Click-through rates shall be tracked and copywriting shall be adjusted based on these reports.

Campaign Budgeting. Dgtal Veb Media and client shall agree upon an initial budget for all PPC efforts.

Campaign Creation and Implementation. Dgtal Veb Media shall set up independent PPC accounts in client name with all agreed-upon PPC Advertising Networks and subject to the agreed-upon budgets. Dgtal Veb Media shall create various campaigns with varying advertising copy, keywords and demographic targeting based on the Dgtal Veb Media’s research. Campaigns may differ in copywriting and keyword usage based upon the individual PPC advertiser.

Dgtal Veb Media may create special Web Pages (“landing pages”) to which all click-through actions. Creative services rendered under this Agreement may be subject to separate Web Design and Development fees and terms and conditions.

Monitoring and Reporting: Dgtal Veb Media shall monitor and manage client’s PPC campaign and monitor CPC (cost per click) rates. Bids may be adjusted in order to maximize high quality traffic. Non-performing keywords may be removed from the PPC campaign based on the results of this reporting. Reports shall be provided to client on a monthly basis.

4.3 ROI and Conversion Tracking Software.

In the event that it is deemed necessary and vital to install ROI tracking or other metric measurement software, Dgtal Veb Media will monitor and configure software packages (“the Installation” or the “Software”). Dgtal Veb Media shall not be responsible for keeping copies, back-ups or any other form of the Software after turning over the original copies to client. Dgtal Veb Media will not maintain the Installation, updates, or any daily tasks required for the maintenance of the Software under this Agreement.

Dgtal Veb Media will not manage or maintain copies of licenses for any of the software packages or installations under this Agreement. All licenses for software installations will be turned over to client upon execution of this Agreement.

4.4 Service Disclaimers.

Client acknowledges the following with respect to services:

a) Dgtal Veb Media accepts no responsibility for policies of PPC Advertising Networks, third-party search engines, directories or other web sites (“Third-Party Resources”) that Dgtal Veb Media may submit to with respect to the classification or type of content it accepts, whether now or in the future. Client’s web site or content may be excluded or banned from any Third-Party Resource at any time. Client agrees not to hold Dgtal Veb Media responsible for any liability or actions taken by Third-Party Resources under this Agreement.

b) Client acknowledges the nature of many of the resources Dgtal Veb Media may employ under this Agreement are competitive in nature. Dgtal Veb Media does not guarantee position, consistent positioning, or specific placement for any particular PPC keyword, phrase or search term. Client acknowledges that Dgtal Veb Media’s past performance is not indicative of any future results client may experience.

c) Client acknowledges that PPC Advertising may be subject to the individual advertising network’s policies and procedures. Each edit or change made to any resources employed by Dgtal Veb Media may repeat these inclusion times.

d) Client acknowledges that any of the PPC advertising networks; search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.

e) Client acknowledges that PPC advertising networks or search engines may drop listings from its database for no apparent or predictable reason. Dgtal Veb Media shall re-submit resources to the search engine based on the current policies of the search engine in question and whether pay inclusion programs are being used.

f) Dgtal Veb Media will endeavor to make every effort to keep client informed of any changes that Dgtal Veb Media is made aware of that impact any of the PPC Campaign and Strategy and the execution thereof under this Agreement. Client acknowledges that Dgtal Veb Media may not become aware of changes to third-party resources, industry changes or any other changes that may or may not affect PPC campaign.

g) Client acknowledges that Dgtal Veb Media cannot guarantee the exact placement of client’s advertising; its availability or availability related to the funds in the client’s account. Client is solely responsible for all advertising fees and must maintain adequate funds in any third-party accounts in order to maintain inclusion in these resources.

5. Compensation.

For all of Dgtal Veb Media’s services under this Agreement, client shall compensate Dgtal Veb Media, in cash, pursuant to the terms of Exhibit A attached hereto. In the event client fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Dgtal Veb Media has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) remove equipment, software, services or resources owned by Dgtal Veb Media, whether leased to client by Dgtal Veb Media or not and any Dgtal Veb Media personnel or staff from client location(s), or (3) bring legal action.

6. Confidentiality.

Client and Dgtal Veb Media acknowledge and agree that the Specifications and all other documents and information related to the development of PPC Campaign (the “Confidential Information”) will constitute valuable trade secrets of Dgtal Veb Media. Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Dgtal Veb Media’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

7. Limited Warranty and Limitation on Damages.

Client waives any warranty, express or implied. Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Dgtal Veb Media as set forth in Exhibit A attached hereto.

8. Independent Contractor.

Dgtal Veb Media shall be retained as independent contractor. Dgtal Veb Media will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on Dgtal Veb Media’s behalf. Dgtal Veb Media understands that it will not be entitled to any fringe benefits that client provides for its employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.

9. Equipment.

Client agrees to make available to Dgtal Veb Media, for Dgtal Veb Media’s use in performing the services required by this Agreement, such items of hardware and software as client and Dgtal Veb Media agree are reasonably necessary for such purpose. Client agrees to make available any access to services deemed necessary by Dgtal Veb Media to fulfill its obligations under this Agreement.

10. General Provisions.

10.1 Entire Agreement.

This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

10.2 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona. Exclusive jurisdiction and venue shall be in the State of Arizona.

10.3 Binding Effect.

This Agreement shall be binding upon and inure to the benefit of client and Dgtal Veb Media and their respective successors and assigns, provided that Dgtal Veb Media may not assign any of its obligations under this Agreement without client’s prior written consent.

10.4 Waiver.

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

10.5 Good Faith.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

10.6 No Right to Assign.

Client has no right to assign, sell, modify or otherwise alter this Agreement, except upon the express written advance approval of Dgtal Veb Media, which consent can be withheld for any reason.

10.7 Right to Remove Resources.

In the event client fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Dgtal Veb Media has the right to remove any PPC campaign under Dgtal Veb Media control until payment is paid in full, plus accrued late charges of 2% per month.

10.8 Indemnification.

Client warrants that everything it provides Dgtal Veb Media to employ in the PPC campaign is legally owned or licensed to client. Client agrees to indemnify and hold Dgtal Veb Media harmless from any and all claims brought by any third party relating to any aspect of the PPC campaign, including but without limitation, any and all demands, liabilities, losses, costs and claims including attorney’s fees arising out of injury caused by client’s products/services, material supplied by client, copyright infringement, and defective products sold via the PPC campaign. Client agrees to indemnify Dgtal Veb Media from responsibility for problems/disruptions caused by third-party services that client may use, such as merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services that relate to the ownership and operation of the PPC campaign.

10.9 Use of Material for Promotional Purposes.

Client grants Dgtal Veb Media the right to use its work in producing the PPC campaign for promotional purposes and/or to cross-link it with other advertising developed by Dgtal Veb Media. Client grants Dgtal Veb Media the right to list reference or otherwise identify client as a client of Dgtal Veb Media in Dgtal Veb Media’s advertising and marketing.

10.10 No Responsibility for Loss.

Dgtal Veb Media will have no responsibility for any third party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for the PPC campaign. Dgtal Veb Media is not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the PPC campaign under this Agreement.

10.11 Right to Make Derivative Works.

Dgtal Veb Media will have the exclusive rights in making any derivative works from any of its work, practices, coding, programming or other work in regards to the PPC campaign.

10.12 Attorney’s Fees.

In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.

10.13 Identification of Dgtal Veb Media.

Client agrees that Dgtal Veb Media identification may be annotated, and remain within the code or on the web site as the authors. Client also agrees to put Dgtal Veb Media’s copyright notices on the PPC campaign reports and the relevant content therein.

10.14 Transfer of Rights.

In the event Dgtal Veb Media is unable to continue maintenance of the PPC campaign services, non-exclusive rights to the PPC campaign will be granted to client. Transfer of Rights does not apply to non-transferable third-party licenses and proprietary material owned by the developers.

EXHIBIT A

Some of the tactics Dgtal Veb Media will utilize as part of it’s service offering are as follows:

– Individual ads monitored and poor performers replaced with new ad copy
– Keyword performance analyzed and poor performing keywords eliminated
– Keyword opportunities identified based on ad and keyword performance
– Ad groups created or modified based on ad and keyword performance
– Ad and keyword bids modified to maximize high quality traffic
– Recommendations made to improve landing page performance
– Competitor campaigns reviewed to identify keywords, ad and landing pages opportunities
– Monthly statistics and account changes report sent
– Phone call tracking and recording for analytics purposes

By purchasing our PPC services the client understands that Dgtal Veb Media may not execute all of these tactics, and will use its best judgment which tactics to utilize at our discretion. Client Agrees to pre-pay Dgtal Veb Media for each month in advance and will be automatically billed by credit card. The amount paid each month will be based on the specific PPC package the Client purchased at signup.