These Terms and Conditions ("Agreement") govern the provision of web design and development services by GlobalDigitaz.com, a company registered in India with its principal place of business at [Your Company Address] ("We," "Us," or "Our"), to the client ("You" or "Your").

By engaging our services, you agree to be bound by these Terms and Conditions. Please read them carefully before commencing any project.

1. Definitions

• "Client": The individual, company, or organization engaging GlobalDigitaz.com for web design and development services.
• "Project": The specific web design and/or development work to be undertaken by GlobalDigitaz.com as outlined in the Proposal or Statement of Work.
• "Proposal": The document provided by GlobalDigitaz.com to the Client outlining the scope of work, deliverables, timeline, and pricing for the Project.
• "Website": The completed web pages and files designed and developed by GlobalDigitaz.com for the Client.
• "Content": All text, images, videos, audio, graphics, logos, and any other materials provided by the Client for inclusion in the Website.
• "Third-Party Services": Services or products provided by external providers (e.g., domain registrars, hosting providers, stock photography, payment gateways).

2. Project Acceptance

2.1. A Project is deemed accepted and these Terms and Conditions come into effect upon the Client's written approval (including email) of the Proposal and payment of the initial deposit as specified in the Proposal.

2.2. Any amendments or additions to the Project scope after acceptance must be agreed upon in writing by both parties and may result in additional charges and/or adjustments to the Project timeline.

3. Scope of Work

3.1. The scope of work will be explicitly defined in the Proposal or Statement of Work. Any services not expressly included in the Proposal are excluded.

3.2. We will provide web design and development services as per the agreed-upon Proposal, which may include, but is not limited to: website design, website development, content management system (CMS) integration, e-commerce functionality, and responsive design.

4. Client Responsibilities

4.1. Content Provision: The Client is solely responsible for providing all necessary Content for the Project in a timely manner and in the requested format. Delays in content provision may impact the Project timeline.

4.2. Accuracy of Information: The Client warrants that all Content and information provided to Us is accurate, legal, and does not infringe upon any third-party rights, including intellectual property rights.

4.3. Review and Approval: The Client is responsible for reviewing and approving all design mock-ups, development stages, and final deliverables within the specified timelines. Failure to provide timely feedback or approval may result in Project delays.

4.4. Testing: The Client is responsible for thoroughly testing the Website upon completion and before launch to ensure all functionalities are working as expected.

4.5. Cooperation: The Client agrees to cooperate with Us throughout the Project, providing necessary access, feedback, and decisions in a timely manner.

5. Fees and Payment

5.1. Pricing: All pricing will be detailed in the Proposal. Unless otherwise stated, prices are in Indian Rupees (INR) and are exclusive of any applicable Goods and Services Tax (GST) or other taxes.

5.2. Payment Schedule: A deposit (typically 50% of the total Project cost) is required upfront to commence the Project. Subsequent payments will be due at agreed-upon milestones or as specified in the Proposal. The final payment is due upon Project completion and before the Website is launched or files are handed over.

5.3. Invoicing: Invoices will be issued electronically.

5.4. Late Payments: If any invoice is not paid by the due date, We reserve the right to: * Suspend all work on the Project until full payment is received. * Charge a late payment fee of [e.g., 2%] per month or part thereof on the outstanding balance, compounded monthly. * Remove the Project from any hosting environment if payment is significantly overdue.

5.5. Project Abandonment: If the Client fails to provide necessary feedback, content, or payments for a period exceeding [e.g., 30] days, and despite reasonable efforts by Us to contact the Client, the Project may be deemed abandoned, and all payments made will be forfeited.

6. Revisions

6.1. The Proposal will specify the number of design revisions included in the Project. Additional revisions beyond the agreed-upon number will be charged at our standard hourly rate of [e.g., INR 1500] per hour or a mutually agreed fixed rate.

7. Project Timelines

7.1. All Project timelines provided are estimates. While We strive to meet agreed-upon deadlines, delays caused by the Client (e.g., late content provision, delayed feedback, changes in scope) or unforeseen circumstances (e.g., technical issues, third-party delays) may extend the timeline.

7.2. We will communicate any significant delays and their reasons to the Client promptly.

8. Intellectual Property Rights

8.1. Client Content: The Client retains full intellectual property rights to all Content provided by them for the Project. The Client grants Us a non-exclusive, worldwide, royalty-free license to use, reproduce, and display the Content for the purpose of completing the Project.

8.2. Our Work Product: Upon receipt of full and final payment for the Project, and subject to these Terms and Conditions, We will transfer to the Client the intellectual property rights in the final, delivered Website design and code specifically developed for the Client.

8.3. Tools and Libraries: We retain all intellectual property rights to any pre-existing code, templates, libraries, frameworks, plugins, or tools (including but not limited to open-source software) used in the development of the Website. The Client is granted a non-exclusive, non-transferable license to use these components solely as integrated within the delivered Website.

8.4. Portfolio Rights: We reserve the right to display the completed Website and Project details in our portfolio and marketing materials unless a specific written agreement is made with the Client to the contrary.

9. Hosting and Domain Names

9.1. We may assist the Client in procuring hosting and domain name services from third-party providers. However, the Client is ultimately responsible for the registration, renewal, and management of their domain name(s) and hosting account(s).

9.2. We are not responsible for any downtime, data loss, or other issues arising from the Client's hosting provider or domain registrar.

10. Post-Launch Support and Maintenance

10.1. Unless specifically included in the Proposal, post-launch support, maintenance, updates, and bug fixes are not included in the Project cost.

10.2. We may offer separate support and maintenance packages, which can be purchased by the Client.

10.3. We are not responsible for issues arising from: * Modifications made to the Website by the Client or a third party after launch. * Software or hardware failures of the Client's hosting provider. * Outdated or incompatible third-party plugins or components. * Viruses, malware, or security breaches not directly attributable to our development work.

11. Confidentiality

11.1. Both parties agree to keep confidential all proprietary and confidential information disclosed by the other party during the course of the Project, except as required by law.

12. Warranties and Disclaimers

12.1. Our Warranty: We warrant that the Website will substantially conform to the specifications outlined in the Proposal and will be developed using commercially reasonable skill and care.

12.2. Client Warranty: The Client warrants that they have the necessary rights to use all Content provided to Us and that such Content does not infringe any third-party intellectual property or other rights.

12.3. Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE WILL BE ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED.

13. Limitation of Liability

13.1. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2. OUR TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROJECT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO US FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

14. Indemnification

14.1. The Client agrees to indemnify, defend, and hold harmless GlobalDigitaz.com, its directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising out of or in connection with: * Any breach of the Client's warranties or obligations under this Agreement. * Any claim that the Content provided by the Client infringes upon the intellectual property or other rights of a third party. * Any act or omission by the Client in connection with the Website after its launch.

15. Termination

15.1. Termination by Client: The Client may terminate the Project at any time by providing written notice to Us. In such a case, the Client will be responsible for payment for all work completed up to the date of termination, calculated at our standard hourly rate, plus any incurred expenses. Any initial deposit will be non-refundable.

15.2. Termination by Us: We may terminate the Project immediately upon written notice if the Client: * Fails to make payments as per the agreed schedule. * Breaches any material term of this Agreement and fails to remedy the breach within [e.g., 10] days of written notice. * Acts in a way that is disruptive, abusive, or unreasonable towards Our staff.

15.3. Effect of Termination: Upon termination, all outstanding payments become immediately due. We will provide the Client with any completed work files for which payment has been received.

16. Force Majeure

16.1. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargos, fires, floods, earthquakes, strikes, or government regulations.

17. Governing Law and Jurisdiction

17.1. This Agreement shall be governed by and construed in accordance with the laws of India.

17.2. Any dispute or claim arising out of or in connection with this Agreement, including its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts in [Your City, State in India where your company is registered].

18. Entire Agreement

18.1. This Agreement, together with the Proposal, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

19. Severability

19.1. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20. Amendments

20.1. Any amendments or modifications to this Agreement must be in writing and signed by both parties.

21. Notices

21.1. All notices and communications under this Agreement shall be in writing and sent to the respective addresses or email addresses provided by each party.

22. Assignment

22.1. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.