Terms & Conditions

1. Agreement to terms

These Terms & Conditions (“Terms”) constitute a legally binding agreement between you (“Client”, “you”, “your”) and Shunya Digit (“we”, “us”, “our”, “Agency”), governing your access to and use of shunyadigit.com (the “Site”) and any services we provide (collectively, the “Services”).

By accessing the Site, submitting a contact form, engaging our Services, or signing a proposal or statement of work (SOW), you agree to be bound by these Terms. If you do not agree, please do not use the Site or our Services.

These Terms are governed by the laws of India, including the Indian Contract Act, 1872, the Information Technology Act, 2000, and applicable consumer protection laws.

2. About us

Shunya Digit is an AI-powered growth agency registered in India, providing SEO, performance marketing, web development, AI automation, content strategy, and branding services.

• Business email: contact@shunyadigit.com
• Head office: Mumbai, Maharashtra, India

3. Services

We provide digital marketing, growth strategy, web development, and AI automation services. The specific scope, deliverables, timelines, and fees for each engagement will be defined in a separate:

• Proposal or quotation
• Statement of Work (SOW)
• Service agreement or retainer contract

In the event of any conflict between these Terms and a signed SOW, the SOW shall take precedence for that specific engagement.

We reserve the right to refuse service, decline projects, or terminate engagements at our discretion — including for projects outside our expertise, unethical industries, or clients with incompatible values.

4. Client responsibilities

To enable us to deliver effectively, you agree to:

• Provide timely inputs: Content, brand assets, access credentials, feedback, and approvals within agreed timelines.
• Designate a point of contact: A single decision-maker with authority to approve deliverables.
• Ensure accuracy: All information, claims, and materials you provide are accurate, complete, and legally compliant.
• Comply with platform policies: Your business and content adhere to the terms of Google, Meta, LinkedIn, and other platforms we operate on.
• Pay invoices on time: Per the payment terms in Section 5.

Delays caused by missing client inputs may impact timelines and deliverables. We will communicate any such impact promptly.

5. Fees and payment

Fees are outlined in the signed proposal or SOW. Unless otherwise specified:

• Retainers: Billed monthly in advance. Invoices are due within 7 days of issuance.
• Project-based work: Typically split into 2–3 milestone payments (e.g., 40% upfront, 40% mid-project, 20% on completion).
• Ad spend: Media spend on Google Ads, Meta, LinkedIn, etc. is separate from our service fees and is paid directly by you to the platforms.
• Third-party costs: Software subscriptions, tools, licenses, stock images, and paid plugins required for your project are billed at cost or paid directly by you.

All fees are quoted in Indian Rupees (INR) unless agreed otherwise. Applicable taxes (GST) will be added as per Indian regulations.

Late payments: Invoices unpaid after 15 days may incur a late fee of 1.5% per month on the outstanding amount, and we reserve the right to pause services until payment is received.

6. Revisions and scope changes

Each engagement includes a specified number of revision rounds, defined in the SOW. Beyond that:

• Additional revisions are billed at our standard hourly rate
• Significant scope changes require a written change order and may adjust fees and timelines
• Requests for entirely new deliverables are treated as new work

We aim to be reasonable and flexible — small adjustments within the spirit of the original scope are usually accommodated at no extra cost.

7. Intellectual property

a) Our ownership

Unless otherwise agreed in writing, all intellectual property we create — including but not limited to:

• Website designs, code, and frameworks
• Creative assets, illustrations, and graphics
• Content, copy, and editorial materials
• Proprietary methodologies, templates, and internal tools
• AI workflows, prompt libraries, and automation systems

— remain the exclusive property of Shunya Digit until full payment has been received, at which point ownership of client-specific deliverables transfers to you per the SOW.

b) Our pre-existing IP

Any pre-existing tools, frameworks, templates, or methodologies we bring to a project remain our property, and we may reuse them for other clients. We grant you a non-exclusive, non-transferable license to use them as embedded in your deliverables.

c) Third-party assets

Stock images, fonts, plugins, and third-party software are licensed to you under their respective terms. You are responsible for ensuring continued compliance with those licenses.

d) Portfolio rights

Unless explicitly requested otherwise in writing, we reserve the right to showcase the completed work in our portfolio, case studies, and marketing materials. If you prefer confidentiality, please notify us before project kickoff.

8. Confidentiality

Both parties agree to keep confidential any non-public information shared during the engagement — including business strategies, customer data, financials, and proprietary processes. This obligation survives termination of the engagement for 3 years.

Exceptions: information that is publicly available, independently developed, or required to be disclosed by law or court order.

We are happy to sign a mutual NDA on request — just ask.

9. Data protection and privacy

Our collection and use of personal information is governed by our Privacy Policy, which forms part of these Terms. Where we process personal data on your behalf (e.g., analytics, CRM integration), we act as a Data Processor and you remain the Data Controller. We will:

• Process data only as instructed by you
• Implement appropriate technical and organizational security measures
• Notify you promptly of any data breach affecting your data
• Delete or return data upon termination, per your instruction

10. Warranties and disclaimers

We warrant that:

• Our Services will be performed with reasonable skill and care by qualified professionals
• We hold the necessary expertise and tools to deliver the agreed scope
• We will comply with applicable laws in the delivery of our Services

However, we do not guarantee specific results. Digital marketing outcomes depend on numerous factors outside our control — including market conditions, platform algorithm changes, competitor activity, your product/service quality, and your responsiveness. Any projections, forecasts, or historical results shared are estimates, not guarantees.

We do not warrant that the Site will be uninterrupted, error-free, or free of viruses or other harmful components.

11. Limitation of liability

To the maximum extent permitted by law:

• Our total aggregate liability arising from any engagement shall not exceed the total fees paid by you to us in the preceding 3 months.
• We are not liable for indirect, incidental, special, consequential, or punitive damages — including lost profits, lost revenue, lost data, or business interruption.
• We are not liable for losses arising from third-party platform actions (e.g., Google ad account suspension, algorithm changes, API deprecation).
• We are not liable for delays or failures caused by events outside our reasonable control (force majeure) — including natural disasters, pandemics, government action, internet outages, or cyber-attacks.

This limitation applies regardless of the legal theory (contract, tort, negligence, or otherwise), even if we have been advised of the possibility of such damages.

12. Indemnification

You agree to indemnify and hold harmless Shunya Digit, its directors, employees, and contractors from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Content, claims, or materials you provide that infringe third-party rights or violate laws
• Your violation of platform policies (Google, Meta, etc.)
• Your products or services offered to your end customers

13. Termination

Retainers: Either party may terminate with 30 days’ written notice. Fees for the notice period remain payable.

Project work: Termination terms are specified in the SOW. Generally, work completed up to the termination date is billable, and any prepaid fees for uncompleted work are refunded pro-rata.

Immediate termination: We may terminate immediately without notice if you:

• Fail to pay undisputed invoices within 30 days of due date
• Engage in illegal, unethical, or abusive behavior
• Request we do something that violates platform policies or laws
• Materially breach these Terms

Upon termination, all amounts owed to us become immediately due.

14. Non-solicitation

During the engagement and for 12 months after, you agree not to directly hire any Shunya Digit employee or contractor who worked on your account, without our prior written consent. This does not restrict normal hiring through public job postings.

15. Governing law and dispute resolution

These Terms are governed by the laws of India. Any dispute arising shall be subject to the exclusive jurisdiction of the courts in Mumbai, Maharashtra.

Before initiating legal proceedings, both parties agree to attempt resolution in good faith through:

1. Written notice of the dispute
2. A 30-day negotiation period
3. Mediation (if negotiation fails) — costs split equally

16. Changes to these terms

We may update these Terms from time to time. When we do:

• The “Last updated” date at the top of this page will change
• Material changes will be communicated to active clients by email
• Continued use of our Site or Services after changes constitutes acceptance

For active engagements, the Terms in effect at the time of signing the SOW govern that engagement, unless both parties agree otherwise in writing.

17. Severability and entire agreement

If any provision of these Terms is found unenforceable, the remaining provisions stay in full effect. These Terms, together with any signed SOW, proposal, or service agreement, constitute the entire agreement between you and Shunya Digit, superseding any prior discussions or representations.

18. Contact us

For questions about these Terms, or to discuss a specific engagement:

• Email: contact@shunyadigit.com
• Response time: Within 2 business days
• Head office: Mumbai, Maharashtra, India

For contractual or legal notices, please mark your email subject as “Legal Notice — [Your Company Name]”.