Terms of Service

These Terms apply to every engagement between Vertexa Digitals and a Client, whether initiated through a signed proposal, a written agreement, or any other form of authorization to begin work. If you engage us on behalf of a company or other entity, you represent that you have the authority to bind that entity to these Terms. If any specific written agreement between you and Vertexa Digitals conflicts with these Terms, the specific agreement will govern for that engagement.

Vertexa Digitals provides digital services across six core disciplines: web development, mobile app development, search engine optimization, performance marketing, branding and design, and content and social media marketing. The specific scope, deliverables, timeline, and pricing for any engagement will be defined in a separate proposal or statement of work, which is incorporated into these Terms by reference.

We reserve the right to decline any project that falls outside our expertise or that we determine, in good faith, we cannot deliver to our own standards. Acceptance of an engagement does not obligate us to accept future engagements from the same Client on the same terms.

To deliver our Services effectively, we depend on timely and accurate cooperation from the Client, including:

• Providing accurate information about your business, goals, and requirements
• Responding to requests for feedback, approvals, and materials within agreed timeframes
• Providing timely access to necessary accounts, platforms, content, and credentials
• Making payments according to the agreed schedule
• Designating a primary point of contact with authority to approve decisions on the Client's behalf

Delays in providing feedback, materials, or access may result in corresponding delays to project timelines and milestones, for which Vertexa Digitals is not responsible.

Each engagement begins with an agreed scope of work outlining deliverables, timeline, and pricing. Work outside this scope — including additional features, revisions beyond an agreed number of rounds, or new requirements introduced after work has begun — constitutes a change request.

Change requests will be evaluated for impact on timeline and cost, and we will provide an estimate before proceeding. Significant change requests may require a revised proposal or additional fees, agreed upon in writing before work continues on the affected portion of the project.

Unless otherwise specified in a signed proposal, the following payment terms apply:

• All pricing is quoted in United States Dollars (USD) by default for international clients
• Accepted payment methods include international wire transfer, Wise, and Skydo, or other methods specified in your proposal
• Project-based engagements typically require a deposit before work begins, with remaining payments tied to project milestones
• Retainer-based engagements are billed monthly in advance
• Invoices are due within 14 days of issuance unless otherwise agreed in writing
• Late payments may incur a late fee and may result in a pause of active work until the account is brought current

Upon full payment for a project, the Client owns the final deliverables created specifically for that project, including custom code, designs, and content produced under the engagement, except as noted below.

Vertexa Digitals retains ownership of the following:

• Any pre-existing tools, frameworks, templates, or proprietary processes used in delivering the work
• Any third-party software, plugins, or licensed assets incorporated into deliverables, which remain subject to their own licensing terms
• The right to display completed work in our portfolio and case studies, unless the Client requests confidentiality in writing prior to project completion

Both parties agree to keep confidential any non-public business, technical, or financial information shared during the course of an engagement, and to use such information solely for the purposes of the engagement. This obligation survives the termination of any engagement and continues for a reasonable period afterward.

Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, or that is required to be disclosed by law or a valid legal process.

We warrant that our Services will be performed in a professional and competent manner consistent with industry standards. However, we do not guarantee specific business outcomes, including but not limited to search engine rankings, conversion rates, advertising performance, or revenue results, as these depend on factors outside our control, including market conditions, platform algorithm changes, and Client execution of recommendations.

Except as expressly stated in these Terms or a signed proposal, our Services are provided "as is" without warranties of any kind, whether express or implied, including warranties of merchantability or fitness for a particular purpose.

To the maximum extent permitted by applicable law, Vertexa Digitals' total liability for any claim arising from or related to an engagement will not exceed the total fees paid by the Client for the specific Service giving rise to the claim in the preceding three months.

In no event will Vertexa Digitals be liable for indirect, incidental, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages in advance.

The Client agrees to indemnify and hold Vertexa Digitals harmless from any claims, damages, or expenses arising from:

• The Client's breach of these Terms
• The Client's provision of inaccurate information or unauthorized materials, including content, images, or trademarks the Client does not have rights to use
• The Client's misuse of deliverables provided by Vertexa Digitals

Vertexa Digitals is an independent contractor in its relationship with each Client, not an employee, agent, partner, or joint venturer. Nothing in these Terms creates an employment, partnership, or agency relationship between the parties, and neither party has the authority to bind the other to any third-party obligation without prior written consent.

During an engagement and for 12 months afterward, the Client agrees not to directly solicit for hire any Vertexa Digitals team member who worked on the Client's project, without our prior written consent. This provision exists to protect the team and working relationships that make our model possible, not to restrict normal hiring outside that specific context.

Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party, except that Vertexa Digitals may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its business, provided the assignee agrees to honor the terms of any active engagement.

Any formal notice required under these Terms must be sent in writing to the email address associated with the Client's engagement, or to info@vertexadigitals.com for notices to Vertexa Digitals. Notices are considered received on the next business day after being sent, unless the sending party receives an indication of delivery failure.

Neither party will be liable for delays or failures in performance resulting from circumstances reasonably beyond its control, including natural disasters, internet or infrastructure outages, government action, or other events of similar nature. The affected party will notify the other as soon as reasonably possible and use reasonable efforts to resume performance promptly once the circumstance has passed.

Either party may terminate an ongoing engagement with 30 days' written notice for retainer-based services, or as specified in the relevant proposal for project-based engagements. Upon termination, the Client is responsible for payment of all fees for work completed and expenses incurred up to the termination date.

Vertexa Digitals reserves the right to suspend or terminate Services immediately in the event of non-payment or a material breach of these Terms by the Client that remains uncured after written notice.

These Terms are governed by the laws of India. Any dispute arising from or relating to these Terms or an engagement with Vertexa Digitals will first be addressed through good-faith negotiation between the parties.

If a resolution cannot be reached within 30 days, the dispute will be resolved through binding arbitration conducted in Udaipur, Rajasthan, India, in accordance with the Arbitration and Conciliation Act, with proceedings conducted in English. This clause does not prevent either party from seeking injunctive relief in a court of competent jurisdiction where legally necessary to prevent irreparable harm.

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

These Terms, together with any signed proposal or statement of work, constitute the entire agreement between the Client and Vertexa Digitals regarding the Services, and supersede any prior agreements or understandings, whether written or oral, relating to the same subject matter.

We may revise these Terms from time to time to reflect changes in our practices or legal requirements. Material changes will be communicated to active clients, and the updated Terms will apply to engagements entered into after the effective date of the change. Continued engagement of our Services after changes take effect constitutes acceptance of the revised Terms.

Any claim arising out of or related to an engagement with Vertexa Digitals must be brought within one year after the claim first arose, regardless of any statute of limitations that might otherwise apply, except where applicable law prohibits such a limitation. This provision is intended to encourage prompt resolution of disputes while the relevant facts and context are still fresh for both parties.

Section headings in these Terms are included for convenience only and do not affect the interpretation of any provision. Where the context requires, the singular includes the plural and references to one gender include all genders. These Terms have been negotiated by both parties and will not be construed against either party solely because that party drafted them.

No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right, and no single or partial exercise of any right will preclude any other or further exercise of it. Any waiver must be made in writing and signed by the party granting it to be effective.

Questions about these Terms can be directed to info@vertexadigitals.com. We're happy to clarify any provision before you engage our Services, and we'd rather answer a question upfront than leave room for a misunderstanding later.