General Terms

Who We Are and Who These Terms Are For

Adgency Media ("Adgency Media", "the Agency", "we", "us") is a sole proprietorship registered in India (Udyam registration number UDYAM-JK-21-0017982). We work with clients in the United Kingdom and the United States and have partners and working employees in London, New York and New Jersey.

Our services are for businesses and for adults acting for a business. By agreeing to a project you confirm that you are contracting for business purposes and are at least 18. Contact: help@adgencymedia.com. Our full contact address is stated in the signed contract.

The Signed Agreement Is Final

A project exists only under a signed written contract (the "Agreement") that includes these terms, the approved written scope and quote, and the website or software development terms that apply. Only signed copies count. We do not act on drafts.

The Agreement is the whole understanding between the parties. Emails, WhatsApp messages, calls and conversations on any other platform do not change it and cannot be used to alter these terms, in a court or tribunal or otherwise, unless both parties have specifically agreed in writing, on that platform or in a signed document, that the message amends the Agreement. If anything conflicts, the signed Agreement has the final word. All invoices and signed contracts are shared with both parties.

Starting Work

Work starts only when both of these are done: the Agreement is signed, and the payment has been received and confirmed in the Agency's bank account. The order is: sign the contract, send the payment, then work begins once the payment is confirmed.

Payment

Payment is made upfront, in full, before work starts, as set out in the quote. Fees are non-refundable, because we provide a service with short delivery times, continuous support and several agreed, limited rounds of revisions. The only exception is the late-delivery remedy below. Prices exclude taxes unless stated. You are responsible for taxes that apply to you in your country, such as VAT or sales tax. You bear all platform and payment fees on money coming in (your payments) and going out (refunds), up to 3% of each transaction. See also our Payment and refund policy.

Unpaid or Disputed Invoices

The Agency may suspend all services and withhold deliverables immediately if any invoice remains unpaid or is disputed.

Business Days and Delivery Dates

All deadlines and milestones are counted in Business Days only. Business Days are Monday to Friday, excluding Indian national gazetted holidays and major festival periods (including, but not limited to, Diwali, Eid and the Christmas break). We give you the list of holiday closures at the start of the project. If a deadline falls on a weekend or holiday, delivery rolls over to the next Business Day.

Counting starts on the day the Agreement is signed and payment is confirmed, which is Day 0. For example, if work starts on a Monday with a 7-day delivery commitment, Monday is Day 0, Tuesday is Day 1, and delivery is on Wednesday of the following week, not the following Monday.

Stated timelines such as "websites in 7 days" and "software in 3 weeks" are based on ideal conditions: a defined and approved scope, everything provided on time by both you and us, and no back-and-forth.

Changes and Variations

Changes and variations are not part of the 7-day or 3-week commitment. Each change has its own timeline of at least 24 to 48 hours, which can be shorter or longer depending on the Agency's workload. We tell you the expected time when we accept the change.

Your Feedback and Materials

Where we need your feedback, content or access to continue, we tell you what we need and by when. If you do not provide it within 36 hours of the time we gave, the delivery date moves automatically by 2 Business Days for each such delay.

Late Delivery

If we miss a committed delivery date, we must tell you at least 2 Business Days (Monday to Friday) before that date. For example, if delivery was due on a Monday, we must tell you by the Friday before; Saturday and Sunday do not count. If we miss the date and did not tell you in time, you are entitled to a partial refund of 5% of the fee you paid for each Business Day of delay, up to a maximum of 25%, and you still receive the complete service. If you both agree in writing to let the date move, no refund is due.

Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. These include acts of God (such as natural disasters, earthquakes and floods); acts of war (declared or undeclared), civil unrest and riots; infrastructure failures (such as regional or government-ordered internet shutdowns, cyber-attacks and long-term power grid failure); and public health emergencies (such as epidemics and pandemics).

The affected party must tell the other in writing within 48 hours. Project timelines are extended automatically by the duration of the event. If such an event stops the services for more than 15 consecutive calendar days, either party may end the Agreement immediately by written notice, without penalty.

Intellectual Property

Ownership of the work passes to you only when the invoiced amount has been paid in full and finally cleared. Until then the work remains ours. We keep ownership of our pre-existing tools, code libraries, templates and know-how, and give you the right to use them as part of the delivered work.

Confidentiality

Each side will keep the other's non-public business information confidential and use it only for the project, except where the law requires disclosure.

Warranties and Limits

We will provide the services with reasonable skill and care. We do not promise particular results such as search rankings, traffic, leads or sales. To the fullest extent the law allows, we are not liable for indirect or consequential loss, lost profit or lost data, and our total liability for any claim is limited to the fees you paid for the work the claim relates to. Nothing in these terms limits liability that cannot be limited by law, such as for fraud.

Disputes

Parties will first try to settle any dispute through informal negotiation. A dispute that cannot be resolved that way will be settled by binding arbitration under the Arbitration and Conciliation Act, 1996 of India. The place (seat) of arbitration is Srinagar, Jammu & Kashmir, India. The language is English and the proceedings may be held virtually. The courts of Jammu & Kashmir, India have jurisdiction for any court matter connected with the arbitration or the Agreement, such as interim relief and enforcement. The Agreement is governed by the laws of India.

Changes

We may update these general terms for future projects. The terms that apply to a project are those in the Agreement you signed.