Terms & Conditions

Effective date: 26 January 2026

 

 

1. Acceptance

 

By using ADGtal’s website or engaging ADGtal for services, you accept these Terms of Service (“Terms”) and our Privacy Policy. If you are entering into contract on behalf of a company, you represent you have authority to bind that company.

 

 

2. Services & scope

 

ADGtal provides digital marketing, performance advertising, SEO, website development, CRM and marketing automation, content writing, and related consultancy (“Services”) as agreed in statements of work (SOW), proposals, or client agreements. Each SOW or proposal supplements and is governed by these Terms.

 

 

3. Proposals, acceptance & timelines

 

A written proposal or SOW is required to commence Services. Timelines and deliverables are estimates; delays caused by client inputs, approvals, third parties, or force majeure may change timelines. ADGtal will use commercially reasonable efforts to meet agreed milestones.

 

 

4. Fees, payment & taxes

 

Fees are as set out in the applicable SOW or invoice. Unless agreed otherwise, invoices are payable within 15 days of receipt. Late payments may attract interest. Client is responsible for applicable taxes. For subscription services, recurring charges will continue until cancelled per the agreement.

 

 

5. Client responsibilities

 

Clients must provide timely access to materials, accurate information, approvals, and any third-party accounts required to execute Services. Delays or data quality issues caused by client may affect deliverables and timelines.

 

 

6. Intellectual property

 

• Client materials: Client retains ownership of its pre-existing IP. Client grants ADGtal a limited licence to use client materials to perform Services.

• ADGtal materials: ADGtal retains ownership of pre-existing tools, methodologies, templates, algorithms, and IP (“Background IP”). Upon full payment, ADGtal grants the client a non-exclusive, non-transferable licence to use deliverables for the intended business purpose.

• Third-party components: Certain deliverables may include third-party tools or licensed assets subject to their own terms. Client is responsible for any license fees where applicable.

 

 

7. Confidentiality

 

Both parties will keep confidential information received from the other party secure and not disclose it except as necessary to perform the Services, to legal advisers, or as required by law.

 

 

8. Warranties & disclaimers

 

ADGtal warrants it will provide Services with reasonable skill and care. Except as expressly set out, ADGtal disclaims all other warranties — including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. ADGtal does not warrant specific results (e.g., rankings, ROAS).

 

 

9. Limitation of liability

 

To the maximum extent permitted by law, ADGtal’s liability for any claim arising out of or in connection with these Terms shall be limited to the amounts actually paid by the client to ADGtal under the applicable SOW in the 12 months preceding the claim. ADGtal shall not be liable for indirect, special, incidental, or consequential losses (including loss of profits, data or business).

 

 

10. Indemnity

 

Client will indemnify ADGtal for claims arising from client materials, infringement, misuse of deliverables, or breach of representations. ADGtal will indemnify client for claims arising from ADGtal’s gross negligence or willful misconduct.

 

 

11. Data & privacy obligations

 

ADGtal will process personal data only on documented instructions from the client (where ADGtal acts as processor) and in compliance with our Privacy Policy and applicable law (including DPDP). Where ADGtal is the Data Fiduciary (e.g. for our own site leads), we will comply with the Policy above. Clients are responsible for ensuring they have lawful basis to share personal data with ADGtal. 

 

 

12. Termination

 

Either party may terminate for material breach if the breaching party does not cure within 30 days following written notice. On termination, client will pay for services performed and non-refundable fees due. Provisions that by their nature survive termination (IP, confidentiality, liability, indemnity) remain in effect.

 

 

13. Governing law & dispute resolution

 

These Terms are governed by the laws of India. Parties will attempt to resolve disputes amicably. If unresolved within 30 days, disputes shall be referred to arbitration in [City, India] under the Arbitration and Conciliation Act, 1996, or a court in [City] if injunctive relief is sought.

 

 

14. Modifications

 

ADGtal may modify these Terms; we will notify clients of material changes by email or website notice. Continued use after notice constitutes acceptance.

 

 

15. Miscellaneous

 

• Force majeure: Neither party liable for delays due to events beyond reasonable control.

• Assignment: Client may not assign without ADGtal’s consent. ADGtal may assign to an affiliate.

• Entire agreement: These Terms and SOW(s) constitute the entire agreement between the parties.