Terms and Conditions

Terms and Conditions:

Welcome to DITECH! These Terms and Conditions govern the engagement of services provided by DITECH Limited ("DITECH," "we"). By utilizing our services, the client ("you," "your") agrees to be bound by these Terms and Conditions ("Agreement"), including any subsequent Terms and Conditions issued by DITECH Limited, which apply to all service orders placed by you. OVERALL SERVICES CLIENT ACKNOWLEDGEMENTS: By utilizing our services, you acknowledge and agree to the following: 1.1. DITECH Limited reserves the right to showcase work developed for you, including your company name and logo(s), in our promotional material as part of our portfolio of work and clients. 1.2. While DITECH Limited makes every effort to thoroughly check all files before production, you hold the ultimate responsibility for approving all proofs as ready for production. Once you have signed off on the proof, DITECH Limited is not liable for any charges resulting from errors. 1.3. DITECH Limited may communicate with you and your staff through various electronic communication methods, including but not limited to email (individual and bulk emails, including e-newsletters), SMS, and other means deemed useful for delivering our services and communication to you. CLIENT RESPONSIBILITIES: By utilizing our services, you agree: 2.1. To authorize DITECH Limited to manage all your digital processes to fulfill the requested services. 2.2. To clearly identify to DITECH Limited the required approval process, if any, when managing your digital processes. In the absence of a specified approval process, DITECH Limiteds will act in good faith when making changes and will seek your verbal or written approval for changes deemed necessary to consult with you. PROPERTY LIABILITY: 3.1. You represent and warrant that any text, graphics, photos, designs, trademarks, or other artwork elements provided to DITECH Limited are owned by you or that you have obtained permission from the rightful owner(s) to use each element. You agree to hold harmless, protect, and defend DITECH Limited and its subcontractors from any liability or suit arising from the use of such elements. 3.2. Including the names of your competitors or trademarked terms in your website or advertising, intentionally or unintentionally, is done at your own risk, and you accept all associated liability. DITECH Limited may, at its sole discretion, remove competitor names or trademarked terms from advertising campaigns. FEES: By utilizing our services, you agree to pay DITECH Limited all applicable fees for the services provided. 4.1. Payments are due as specified on each invoice. If no terms are stated on an invoice, payment is due within 20 days after the end of the month the invoice is dated. 4.2. Setup fees are due before the specified work commences. 4.3. DITECH Limited reserves the right to delay or pause work if a payment is overdue. Upon payment, normal work processes will resume. 4.4. DITECH Limited reserves the right to refer any unpaid account to a Debt Collection Agency, and you will be liable for all collection fees associated with such referral. COPYRIGHT: 5.1. All digital processes, strategies, and business solutions created by DITECH Limited remain the property of DITECH Limited and are protected under copyright laws until all outstanding fees and accounts have been settled. Upon settlement, ownership of the material transfers to you. 5.2. All code developed or provided by DITECH Limited (including but not limited to HTML, CSS, PHP, and SQL) is the property of DITECH Limited and protected under copyright laws. PLACING AN ORDER: 6.1. Services may be ordered from DITECH Limited through various methods, including but not limited to signed contracts, order forms or quotes, email requests, online proposal acceptance, and verbal requests. 6.2. In cases where a fixed quote is not provided for a job, both parties shall act in good faith. DITECH Limited will track the time spent on the work and charge an hourly rate accordingly. CANCELLATION OF SERVICES PRIOR TO COMPLETION: 7.1. Once a signed agreement, quote, or order has been accepted by DITECH Limited, you are responsible for full payment of all specified fees. If you decide to cancel the services for any reason prior to completion (excluding situations where DITECH Limited materially breaches this Agreement or your rights under clause 8.5), all specified fees shall become immediately due and payable. If a Minimum Term is specified for any service, the fees for the remaining Minimum Term shall become immediately due and payable. 7.2. In cases where an agreement, quote, or order has not been approved, or if one has been approved but the work is charged at an hourly rate, you must provide written notice of cancellation. DITECH Limited will reconcile the hours worked, and you will be required to pay all outstanding fees within 7 days. TERMINATION OF RECURRING SERVICES: 8.1. Recurring services, such as CRM, Marketing, and Affiliate services may have a stated term on the quote, agreement, contract, or order form. 8.2. In cases where the term is a Fixed Term, the services will automatically terminate upon the completion of the term. 8.3. If the term is a Minimum Term or no term is specified, you must provide written notice to DITECH Limited to terminate the services. The termination date will either be the last day of the Minimum Term or the last day of the month following the receipt of the notice, whichever is later. 8.4. If a service is designated as having an Early Termination Option or if the quote specifies that the Minimum Term will not be enforced, you may cancel the service prior to the Minimum Term without paying for the remaining term, provided that: (i) You are genuinely dissatisfied with the results or performance of the service provided by DITECH Limited. (ii) You discuss your dissatisfaction with DITECH Limited verbally. (iii) You give DITECH Limited at least 21 days to address the areas of dissatisfaction. (iv) If you remain genuinely dissatisfied after the aforementioned period, you provide DITECH Limited with written notice of termination at least 7 days in advance. 8.5. The termination of services may only occur as outlined in provisions 8.1 to 8.5 or as a result of DITECH Limited materially breaching this Agreement. 8.6. DITECH Limited reserves the right to terminate this Agreement and access to services with a 21-day notice, with or without cause of any type or nature. 8.7. All provisions of this Agreement that, by their sense or nature, should survive termination (including limits of liability, indemnity obligations, and confidentiality obligations) shall do so. Upon termination, you shall remain liable for any amount due for services delivered by DITECH Limited prior to the termination date. 8.8. All fees accrued prior to the termination date must be paid. OTHER IMPORTANT LEGAL STUFF 9. INDEMNIFICATION: You agree to defend, indemnify, and hold harmless DITECH Limited, its subcontractors, partners, and their respective directors, officers, and employees from any claims, losses, damages, liabilities, and costs (including reasonable attorney's fees and court costs) arising from your breach of these Terms or the use of services by you or any third party, except to the extent such claims directly result from DITECH Limited's gross negligence or willful misconduct. DITECH Limited reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. 10. GENERAL: 10.1. If any provision of this Agreement is found to be unlawful, void, or unenforceable, that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions. 10.2. This Agreement and the relationship between you and DITECH Limited shall be governed by the laws of [Jurisdiction]. Any action arising out of or in connection with this Agreement or the services shall be brought to a court of competent jurisdiction located in [Jurisdiction]. 10.3. Nothing in this Agreement creates an employer-employee relationship, principal-agent relationship, or partnership between DITECH Limited and you. 10.4. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their heirs, administrators, successors, and assigns. 10.5. You may not assign this Agreement or the rights and obligations therein to any third party without the prior written approval of DITECH Limited Ltd. 10.6. DITECH Limited reserves the right to assign subcontractors to fulfill services. 10.7. No waiver by either party of any default shall be deemed as a waiver of any subsequent default of the same or other provisions of this Agreement. 10.8. No provision of this Agreement shall be interpreted against any party solely because such party or its legal representative drafted the provision. 11. LIMITATION OF LIABILITY: DITECH Limited shall not be liable to you for any indirect, special, exemplary, or consequential damages, including any implied warranties arising from a course of dealing or performance, lost profits, whether foreseeable or alleged to be based on breach of warranty, contract, negligence, or strict liability, arising under this Agreement. This limitation applies to all performance under this Agreement, and DITECH Limited makes no warranty of any kind, express or implied, concerning third-party products, third-party content, or any software, equipment, or hardware obtained from third parties. 12. CONFIDENTIALITY: The parties agree to maintain confidentiality regarding each other's proprietary or confidential information. "Proprietary or Confidential Information" includes, but is not limited to, contracts, trade secrets, know-how, business methods, policies, memoranda, reports, records, notes, or financial information. Proprietary or Confidential Information does not include information that is publicly known, received from a third party without restriction, independently developed, or subject to disclosure under a court order or lawful process. Both parties agree not to disclose or use each other's Proprietary or Confidential Information for purposes other than specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party. 13. FORCE MAJEURE: Neither party shall be liable for any delay or failure to perform as required by this Agreement due to causes beyond its reasonable control, provided that the affected party promptly notifies the other party and makes reasonable efforts to mitigate the impact. 14. AMENDMENTS: DITECH Limited reserves the right to modify or update these Terms and Conditions at any time. If there are any material changes, we will notify you by email or through a notice on our website prior to the changes taking effect. Your continued use of our services after such modifications constitutes your acceptance of the revised Terms and Conditions. 15. ENTIRE AGREEMENT: This Agreement constitutes the entire understanding and agreement between DITECH Limited and you, the client, regarding the subject matter herein and supersedes all prior or contemporaneous agreements, whether written or oral. Any additional or different terms or conditions proposed by you in any order or written communication shall be deemed material alterations and are hereby objected to and rejected. If you have any further questions or concerns about these Terms and Conditions, please feel free to contact us. Limited