Terms & Conditions

Entity: ADS DIGITAL BUSINESS SOLUTIONS • Established: 26 March 2023 • Canonical: adsdigitaltech.com

Contractual Notice: These Terms and Conditions govern all commercial and digital service engagements provided by ADS DIGITAL BUSINESS SOLUTIONS. Key intellectual property, liability, and dispute mechanisms are flagged [LAWYER REVIEW REQUIRED] for formal legal review.

1. Introduction & Binding Effect

These Terms and Conditions ("Terms") constitute a legally binding agreement between ADS DIGITAL BUSINESS SOLUTIONS, a sole proprietorship operating from Bhopal, Madhya Pradesh, India, established on 26 March 2023 ("Firm", "we", "us", or "Provider"), and the individual or legal entity commissioning services or accessing https://www.adsdigitech.com ("Client" or "User").

Accessing this website or signing an official Statement of Work (SOW), commercial proposal, or milestone schedule constitutes full and unconditional acceptance of these Terms.

2. Scope of Services

The Firm provides specialized digital growth and enterprise technology solutions, including but not limited to:

Corporate Website & E-Commerce Development (modern CMS, static engines, fast checkouts).
Search Engine Optimization (Enterprise SEO, Local Google Business Profile Maps 3-Pack, Generative Engine Optimization / GEO).
High-ROI Performance Marketing (Google Search/Display Ads, Meta Paid Campaigns).
Official WhatsApp Business Cloud API Architecture & Conversational Commerce Workflows.
Custom Enterprise Software, School ERP Modules, and CRM Implementations.
Autonomous AI Agents, Copilot Workspaces, and Business Process Automations.

Specific deliverables, deployment milestones, payment schedules, and performance specifications are detailed exclusively in individual written Statements of Work (SOW).

3. Intellectual Property Rights (Clear Ownership Distinction)

[LAWYER REVIEW REQUIRED]: The following tripartite intellectual property allocation defines ownership boundaries between client custom assets, provider proprietary frameworks, and third-party components.

A. Client-Owned Deliverables:

Subject to full and final receipt of all agreed fees and milestone payments, the Client shall own the copyright in custom-created end deliverables specifically commissioned for the Client and expressly identified as transferable in the applicable SOW (such as final customized website frontends, bespoke branding assets, and custom copy).

B. Provider-Owned Pre-Existing Materials:

The Firm retains exclusive, unrestricted ownership of all pre-existing code, proprietary frameworks, template architectures, utility functions, modular software libraries, internal tools, algorithms, workflows, know-how, and SaaS server configurations ("Provider Materials"). The Firm grants the Client a non-exclusive, non-transferable, royalty-free license to use Provider Materials solely as embedded within the operative deliverable.

C. Third-Party & Open-Source Materials:

Any third-party components, open-source libraries, APIs, fonts, or licensed stock media remain governed by their respective licenses (e.g. MIT, Apache, GNU, or commercial vendor agreements).

4. Client Responsibilities & Collaboration

The Client agrees to provide accurate brand assets, access credentials, API keys, content approvals, and feedback within agreed timeframes. Delays in client approvals or third-party asset provisions will automatically extend delivery milestones proportionally.

5. Invoicing, Payments & Razorpay Processing

All fees are quoted in Indian Rupees (INR) unless expressly stated otherwise in an international SOW. Payments are collected via bank transfer or through our integrated payment gateway, Razorpay, for one-time milestone invoices and recurring monthly subscriptions.

Invoices are payable upon receipt or as specified in the SOW. Late payments may incur interest at the rate of [NEEDS CONFIRMATION - e.g. 1.5% per month] or result in temporary suspension of active hosting, marketing, or development activities until accounts are cleared.

6. Limitation of Liability

[LAWYER REVIEW REQUIRED]: To the maximum extent permitted by applicable Indian law, in no event shall ADS DIGITAL BUSINESS SOLUTIONS, its proprietor, or team specialists be liable for any indirect, punitive, special, incidental, or consequential damages (including lost profits, loss of data, business interruption, or reputation damage) arising out of or related to our services.

The total aggregate liability of the Firm for any and all claims under any engagement shall not exceed the total fees actually received by the Firm from the Client for the specific deliverable giving rise to the claim during the three (3) months immediately preceding the event.

7. Indemnification

The Client agrees to indemnify, defend, and hold harmless ADS DIGITAL BUSINESS SOLUTIONS from and against any third-party claims, liabilities, damages, or costs (including legal fees) arising from: (a) materials or content supplied by the Client that infringe third-party intellectual property or privacy rights; (b) Client violation of third-party platform terms (e.g. Meta Ads, Google Ads, WhatsApp policies); or (c) Client misuse of delivered custom software.

8. Term & Termination

Either party may terminate an ongoing retainer service by providing thirty (30) days advance written notice via email [NEEDS CONFIRMATION]. Either party may terminate immediately for material breach if the breaching party fails to remedy such breach within fifteen (15) days of written notice. Upon termination, Client shall pay for all work executed and committed third-party expenses up to the termination date.

9. Governing Law & Dispute Resolution

[LAWYER REVIEW REQUIRED]: These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the substantive laws of the Republic of India. The courts situated in Bhopal, Madhya Pradesh, India shall have exclusive jurisdiction over any legal proceedings.

10. Contact Details

For legal inquiries regarding these Terms:

ADS DIGITAL BUSINESS SOLUTIONS
Bhopal, Madhya Pradesh, India
Email: info@adsdigitech.com / info@adsdigitech.com
WhatsApp: +91 9988115616 | Phone: +91 8085831131