Master Terms of Service
These terms govern all performance digital marketing, SEO engineering, web systems development, and strategic agency retainers provided by DigiVigee.
100% Client Asset Ownership
Upon settlement of fees, all deliverables produced specifically for your account—creatives, copy, code, and landing pages—become your exclusive intellectual property.
Direct Media Spend Billing
You always retain complete ownership of your Meta and Google Ad accounts. Third-party ad spend is paid directly to the platforms by your payment method with 0% hidden markup.
Predictable Retainers & Notice
No predatory lock-ins. Standard monthly retainers operate with a simple 30-day written cancellation window and structured offboarding handover protocols.
Acceptance of Terms & Engagement Scope
These Master Terms of Service (“Terms”) constitute a legally binding agreement entered into by and between DigiVigee (“Agency”, “Company”, “we”, or “us”), registered in Gujarat, India, and the entity or individual (“Client”, “you”) who accesses our website, retains our growth marketing pods, or signs an associated Statement of Work (SOW) or proposal.
1.1 Mutual Agreement: By engaging DigiVigee, initiating payment for an invoice, or issuing a formal purchase order, you signify full and unconditional assent to these terms.
1.2 Priority of Documents: In the event of an express conflict between a customized Statement of Work (SOW) signed by both parties and these general terms, the provisions of the signed SOW shall prevail solely for that specific engagement.
Agency Services, Deliverables & Retainers
DigiVigee delivers professional digital growth architecture spanning five core disciplines:
Paid media management on Meta (Facebook/Instagram), Google Search & Shopping, YouTube, and LinkedIn Ads.
Search architecture, Google Business Profile scaling, on-page optimization, and authoritative backlink strategies.
High-converting landing pages, corporate web applications, Next.js engineering, and CRO funnels.
WhatsApp Business automation, webhook integrations, lead routing, and customized client reporting pods.
Ad Accounts, Media Spend & Official Meta Partner Status
Zero Media Spend Custody Rule: Client ad spend is billed directly by advertising platforms (Meta Platforms, Inc., Google LLC) to the Client's own credit card or billing profile. DigiVigee charges purely for management and strategy; we never markup, broker, or hold media funds in custody.
- Partner Access Protocol: The Client grants DigiVigee administrative agency partner access through their native Meta Business Manager or Google Ads MCC. Client remains sole master owner of the asset.
- Ad Platform Compliance: The Client warrants that their products, claims, and landing pages comply with Meta Advertising Policies, Google Ads Policies, and applicable regulatory frameworks.
- No Ad Spend Guarantees: While DigiVigee deploys senior media buyers to maximize ROAS and minimize CPA, digital advertising performance involves dynamic market auctions. We do not offer unconditional conversion guarantees.
Intellectual Property Ownership Matrix
We believe in total creative ownership for our clients. Here is the formal allocation of intellectual property rights upon complete financial settlement:
| Asset Classification | Ownership Assignment |
|---|---|
| Client Specific Deliverables | 100% Client Ownership |
| Pre-Existing Agency Frameworks | Retained by DigiVigee |
| Client Brand Marks & Assets | 100% Client Ownership |
| Agency Portfolio Showcase | Limited Marketing License |
Invoicing, GST & Payment Protocols
5.1 Monthly Retainer Billing
Ongoing performance marketing, SEO, and maintenance retainers are invoiced monthly in advance. Payment is due within 7 calendar days of invoice date unless specified otherwise in writing.
5.2 Milestone-Based Project Development
Fixed-scope website engineering, mobile apps, or custom CRO builds follow a structured milestone structure (e.g. 50% kick-off deposit, 30% development preview sign-off, 20% production deployment handover).
5.3 Statutory Taxes & GST Compliance
All quotes are exclusive of applicable Indian Goods and Services Tax (GST at 18%). GST invoices with formal HSN/SAC codes are issued for valid input tax credit reconciliation.
Client Responsibilities & Service Level Agreements (SLAs)
Compound growth requires active collaboration. The Client agrees to:
- Timely Creative Feedback: Provide creative sign-offs, content approvals, or revision requests within 48 to 72 business hours to prevent campaign launch stalls.
- Technical Asset Access: Grant necessary domain DNS, Tag Manager, Google Analytics, or CMS credentials required to install conversion pixels and tracking architecture.
- Guaranteed Agency Support Pod SLA: DigiVigee guarantees a maximum 24-hour response window on business days for all priority campaign inquiries.
Warranties, Disclaimers & Limitation of Liability
7.1 Professional Standard: DigiVigee warrants that all agency services will be performed in a professional, diligent manner in accordance with prevailing industry standards.
7.2 Third-Party Algorithmic Independence: The Client acknowledges that search engine rankings (Google, Bing) and social ad delivery auctions (Meta, TikTok, LinkedIn) depend on proprietary third-party algorithms. DigiVigee shall not be liable for ranking fluctuations, policy updates, or account restrictions imposed autonomously by third-party platforms.
7.3 Cap on Liability: To the maximum extent permitted under applicable law, DigiVigee's aggregate liability arising out of or related to any engagement shall not exceed the total management fees paid by the Client to DigiVigee during the three (3) months immediately preceding the event giving rise to liability.
Term, Suspension & Clean Offboarding
8.1 Monthly Retainer Cancellation: Either party may cancel an active monthly marketing retainer by providing thirty (30) days advance written notice via official email to the designated account lead.
8.2 Termination for Cause: Either party may immediately terminate an engagement if the other party breaches any material term and fails to cure such breach within fourteen (14) calendar days of written notice.
8.3 Clean Offboarding Handover: Upon conclusion of services and settlement of all outstanding invoices, DigiVigee will provide an orderly transition: revoking agency partner credentials, delivering high-resolution master creative files, and transferring full ownership of custom domains or code repositories.
Confidentiality & Non-Disclosure (NDA)
Both parties agree to treat all commercial, financial, and strategic information exchanged during the course of collaboration as strictly confidential.
- Scope of Protection: Client customer records, profit margins, sales conversion funnels, and proprietary marketing playbooks shall not be disclosed to any unauthorized third party.
- Duration: The duty of confidentiality survives for a period of three (3) years following the termination or expiration of the service agreement.
Governing Law, Dispute Escalation & Official Coordinates
10.1 Governing Law: These Terms shall be governed by, interpreted, and enforced in accordance with the substantive laws of the Republic of India.
10.2 Amicable Negotiation & Arbitration: Any dispute, controversy, or claim shall first be submitted to mutual executive negotiation for thirty (30) days. Failing amicable resolution, the dispute shall be referred to and finally resolved by sole arbitration under the Indian Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Gujarat, India.
10.3 Exclusive Jurisdiction: Subject to arbitration, the competent courts situated in Banaskantha or Ahmedabad, Gujarat, India shall possess exclusive jurisdiction.