Terms of Service & Client Agreement

1. Acceptance & Engagement Scope

These Terms of Service ("Terms") constitute a legally binding agreement between Cybersoft Digital Enterprise LLP ("Cybersoft Digital", "we", "us", or "our") and the corporate entity or individual identified as the client in an approved Statement of Work, project proposal, or recurring subscription invoice ("Client", "you", or "your").

Each project is governed by a detailed Statement of Work (SOW) or proposal setting out the agreed scope, deliverables, timeline estimates, and fees. Any work requested outside the agreed SOW shall be considered a Scope Change and billed at our standard agency rates.

2. Client Responsibilities & Materials

Successful digital delivery requires timely collaboration. The Client agrees to:

• Provide Materials: Supply all necessary brand assets, copywriting, high-resolution imagery, brand guidelines, and third-party login credentials in a timely manner.
• Content Warranty: Guarantee and warrant that all copy, trademarks, graphic assets, photos, and materials supplied to Cybersoft Digital are owned by the Client or licensed with full commercial usage rights. The Client assumes full legal responsibility for any third-party copyright claims resulting from supplied materials.
• Timely Feedback: Review deliverables and provide consolidated feedback within five (5) business days of presentation. Project pauses caused by Client inaction exceeding thirty (30) consecutive days may incur a project reactivation fee.

3. Revisions, Iterations & Scope Control

To maintain design excellence and adhere to scheduled delivery milestones:

• Included Revisions: Unless otherwise specified in writing, our design phase includes up to two (2) rounds of consolidated revisions prior to technical development sign-off.
• Deemed Acceptance: Deliverables submitted for milestone approval shall be deemed formally accepted if written feedback or rejection notice is not received within seven (7) business days.
• Scope Creep: Requests for additional pages, non-scoped software features, third-party API re-architectures, or structural pivots after development commencement will require an approved written Change Order.

4. Fees, Invoicing & Payment Terms

All professional fees, milestones, and payment schedules are denominated in the agreed project currency (e.g., USD, GBP, EUR, or INR) as detailed in the applicable invoice or Statement of Work:

Invoices overdue by more than fourteen (14) calendar days may result in the immediate temporary suspension of development sprints, active ad campaigns, or hosting maintenance until accounts are brought current.

5. Intellectual Property Rights & Licensing

We respect client ownership while preserving our proprietary background engineering assets:

• Client Ownership: Upon full and final settlement of all applicable invoices, the Client owns all bespoke visual designs, unique branding marks, custom website layouts, and specific code written solely for the Client's deliverable.
• Agency Background IP: Cybersoft Digital retains perpetual, exclusive ownership of its pre-existing code libraries, design starter systems, workflow automations, proprietary frameworks, and software tools utilized during project delivery.
• Portfolio & Marketing Rights: Cybersoft Digital reserves the worldwide, royalty-free right to display the completed visual designs, case studies, project metrics, and client trademarks in our digital marketing, case studies, and industry portfolios.

7. Third-Party Platforms, APIs & External Software

Digital agency solutions often integrate with external platforms, including WordPress plugins, WooCommerce, Shopify, GoHighLevel, Stripe, Google Ads, and Meta Platforms.

• Cybersoft Digital has no control over third-party software vendors, plugin authors, or ad platform algorithms.
• We are not responsible or liable for third-party hosting server downtime, unexpected vendor API deprecations, security flaws in third-party plugins, platform subscription fee hikes, or advertising account suspensions enacted by Meta, Google, or other advertising networks.
• The Client remains responsible for keeping third-party software licenses and vendor account subscriptions active and funded.

8. Indemnification

The Client agrees to defend, indemnify, and hold harmless Cybersoft Digital Enterprise LLP, its officers, employees, and subcontractors from and against all third-party claims, liabilities, losses, damages, and legal costs arising from:

• Any materials, logos, copy, or media provided by the Client that infringes any copyright, trademark, patent, or intellectual property rights of any third party.
• The Client's commercial products, services, regulatory violations, or business dealings with end-consumers.
• Any breach of these Terms by the Client.

9. Confidentiality

Both parties agree to treat all commercial, financial, and technical proprietary information shared during the engagement as strictly confidential. Neither party shall disclose confidential information to any third party without prior written consent, except to professional legal and accounting advisors under standard confidentiality duties.

10. Termination & Cancellation

Either party may terminate an ongoing engagement if the other party commits a material breach of these Terms and fails to remedy such breach within fourteen (14) business days of written notice.

Upon termination for any reason, the Client shall immediately settle all outstanding invoices and reimburse Cybersoft Digital for all billable hours and work performed up to the termination date. All initial deposits remain non-refundable.

11. Governing Law & Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with their subject matter or formation, shall be governed by and construed in accordance with the laws of India.

Both parties irrevocably agree that the competent courts situated in Kolkata, West Bengal, India shall have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or in connection with these Terms or any engagement with Cybersoft Digital Enterprise LLP.