Terms and Conditions

This Service Pact (Agreement) is hereby entered into between Zopflix I.T. Solutions (Agency) and the party who wants the agency’s services (Client). It applies to the purchase of all Digital Marketing Services ordered by the Client via a digitally signed online form (Order Form).

TERM AND TERMINATION 
This Agreement shall be effective from the date set forth in the Order Form after both the Agency and Client agree to it. The termination of the Agreement may be initiated by either party upon written notice to the other party but not before a prior notice of at least 10 business days. This Agreement may be terminated by the Agency if (i) the Client fails to pay the Service Fee, or (ii) if the Client fails to offer due assistance needed from their end for the Agency to carry out the Digital Marketing Services smoothly. Before termination, it is mandatory for both the parties to clear their pending payments.

SEO/SEM SERVICES 
(a) While applying its SEO/SEM expertise, a strategy shall be developed by the Agency that will improve the search rankings of Client’s business website. The Client hereby acknowledges that the Agency might need to make certain changes in the website to carry out the assigned work. These changes may include (but are not limited to) changes in site titles, meta tags, meta descriptions, structure, copy, links, and other features that help in boosting index visibility and keyword rankings. (b) Operating, maintaining, and managing all aspects of the website shall be the Client’s sole responsibility. (c) The Agency will own the right to make these website changes only until the work is done and paid for.

SEM SERVICES
While performing the SEM services, the Agency shall (a) monitor the marketing practices of the Client’s product/business/services, (b) make payments to the Search Engines as per their standard rules and regulations (c) manage the bid price (altering it to experiment what works), listings (deleting and creating new ones), monthly spend, etc, (d) Track the number of clicks, sales, bounce rate, conversion rate, impression value, CTR, and other such metrics.

WEB DESIGN/DEVELOPMENT 
(a)(i) Copyright: The Client holds the right to every piece of information, file, and graphic that it provides to the Agency. The Agency will, therefore, play no role if Copyright issues spring up in future. The Client, hereby, warrants that they hold all permissions and rights and that the Agency won’t be dragged into any and all claims, actions, or costs that might come up regarding the use of information, files, or graphics that the Client provides the Agency with. (a)(ii) In case you rely on the Agency for graphics, content, and other information that’s supposed to be put up on the site, the Agency will fully take charge and shall be responsible for the same. (b) Law: It’s the Client’s responsibility to closely observe the laws, tariffs, taxes, rules, and regulations that might need due attention while approving the website designs as the Agency shall not be accountable for any unknown illicit practices in the Client’s niche. (c) Proprietary Code: If it’s the Agency that writes the website’s custom code or application, the copyright for the same shall rest with the Agency itself. Under this, the Agency will give the wholesome right to the Client so they can fully use the code but for their own business only, unless otherwise agreed in writing by both the parties.

WEBSITE CHANGES
The Agency shall not be responsible if any changes in the Client’s website are made by other parties that end up affecting the rankings of the website. For Example: Repeated cyber attacks on the website unless we are the security managers of your website.

SEARCH ENGINES 
The Client acknowledges that the Agency’s contracts with Search Engines for paid search marketing are done in accordance with the current standard terms given by the search engines. Because the Agency shall act as the medium between the Client and the Search Engine, all dealings shall be made by the Agency unless local laws state otherwise. The Client, therefore, accepts that these rates/terms given by the Search Engines are subject to change and that the Client will adhere to the same.

SOCIAL MEDIA
While managing the Client’s Social Media, the Agency will develop a strategy to make the business profile interactive and engaging. In doing so, the Client must acknowledge that the Agency will need to make posts on behalf of the profile. For the fulfillment of this purpose, the Client will have to share its login credentials and any other piece of information that will elevate the user experience, letting them understand the Client’s services better.

PAYMENT
(a) The Client agrees to pay the Agency for the Services it offers as agreed to in the Order Form. (b) If the Client avails a monthly service package from the Agency, they are obliged to pay the full (monthly) amount in advance. Thereafter, the Agency shall invoice the Clients in advance for monthly payments. (c) If the Agency and Client mutually agree on a fixed quote for a particular one-time service, the Client shall pay 30% of the billable amount in advance while the remaining 70% can come in installments based on what is agreed to in the Order Form. (d) If the payment isn’t made when it is due, the Agency has the right to terminate its services. In this case, the Agency shall not wait to issue a 10-day prior notice. (e) If the Client needs additional Services that are outside the Services initially agreed upon, negotiation in good faith shall happen keeping in mind the terms and conditions.

CLIENT RESPONSIBILITIES 
The client is responsible to-

1. Provide FTP access to the Agency for uploading new pages and making changes to elevate the rankings.
2. Right to use Client’s Logo, trademarks, images, and all other needed information.
3. Provide/approve the offers so the Agency can use it to boost the Client’s brand/business value.
4. Offer sales and marketing information periodically so as to maintain an effective relationship with the Search Partner and to constantly improve the Service.
5. Acknowledge that a Search Partner may refuse to display your ads under its own discretion and that neither the Agency nor the Search Partner shall be at fault.
6. Maintain relationships and dealings with your customers, be it product refunds, cancellations, reviews, etc.
7. Protect any passwords, access codes, user IDs, or other login information that the Agency gives so the Client can gain access to the reporting tools (if need be). In case the Client shares the same with the third-party, the Client should take all the necessary actions to bind the third-party in a similar confidentiality agreement so the privacy isn’t violated and under conditions where the Agency suffers any sort of loss, the Client shall be liable to pay an amount in accordance to the laws.

CONFIDENTIALITY
Both the Client and the Agency agree to hold each other’s confidential information in strict confidence. This confidential information includes (but is not limited to)

1. Contracts (Written or Oral)
2. Business Methods
3. Business Policies
4. Financial Information
5. Business Techniques
6. Reports

SECURITY
All the data that the Agency collects from the Client and uses will remain
confidential. In addition, it shall only be used for work purposes and never beyond that. The data you share will be in accordance with the data protection laws. You can refer to our Privacy Policy for the same.

ACT OF GOD
Neither party will be held accountable for any delay or failure in performing the due tasks if what causes it is a situation that goes way beyond the human power like acts of God- earthquake, famine, pandemic, etc.

ACKNOWLEDGEMENT
The Client acknowledges that they have read and understood the Agreement. It is hereby taken that the Client agrees to be bound by these terms and conditions.