Terms and Conditions
1. Service Agreement
1.1 Acceptance of Terms: These terms and conditions constitute a legally binding agreement between Cipher Digit and the client engaging in the services provided. By availing any service offered by Cipher Digit, clients agree to be bound by these terms and conditions.
1.2 Scope of Services: Cipher Digit offers a comprehensive suite of IT solutions as described in the service descriptions provided. The specific scope of services will be outlined in individual service agreements or statements of work, detailing the deliverables, timelines, and any additional terms specific to the engagement.
2. Payment Terms
2.1 Invoicing and Payment: Clients are required to adhere to the payment terms specified in the service agreement. Invoice terms, including billing cycles, payment methods, and due dates, will be clearly communicated. Failure to make payments in accordance with these terms may result in suspension or termination of services.
2.2 Fees and Charges: Clients agree to pay all fees and charges associated with the services provided by Cipher Digit, including service fees, subscription fees, and any additional costs agreed upon in writing.
3. Confidentiality
3.1 Protection of Confidential Information: Cipher Digit agrees to maintain the confidentiality of all client information and data obtained during providing services. This includes proprietary information, trade secrets, business strategies, and any other sensitive data shared by the client.
3.2 Non-Disclosure: Cipher Digit will not disclose or share any client information or data with third parties without prior written consent from the client, except as required by law or to fulfill the purposes of the agreed-upon services.
4. Intellectual Property
4.1 Ownership: Any intellectual property developed or provided by Cipher Digit as part of the services, including software, methodologies, documentation, or processes, shall remain the exclusive property of Cipher Digit unless otherwise agreed upon in writing.
4.2 License: Cipher Digit may grant the client a limited, non-exclusive license to use the intellectual property solely to receive the services outlined in the agreement. Any unauthorized use or reproduction of Cipher Digit’s intellectual property is strictly prohibited.
5. Compliance and Regulations
5.1 Legal Compliance: Clients are responsible for ensuring compliance with all applicable laws, regulations, and industry standards relevant to their operations, including but not limited to data protection laws, cybersecurity regulations, and industry-specific compliance requirements.
5.2 Regulatory Changes: Cipher Digit will make reasonable efforts to inform clients of any changes in laws or regulations that may impact the provision of services. However, it is the client’s responsibility to adapt their practices accordingly to remain compliant.
6. Liability and Indemnification
6.1 Limitation of Liability: Cipher Digit shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with the use of its services, including but not limited to loss of profits, data, business opportunities, or reputational harm.
6.2 Indemnification: Clients agree to indemnify and hold Cipher Digit harmless from any claims, damages, liabilities, costs, or expenses arising out of or related to the client’s use of Cipher Digit’s services, including but not limited to any breach of these terms and conditions.
7. Termination
7.1 Termination Clause: Either party may terminate the services provided by Cipher Digit upon written notice if the other party breaches any material term of the agreement and fails to remedy such breach within a reasonable period as specified in the agreement.
7.2 Effect of Termination: Upon termination of the agreement, clients shall promptly pay any outstanding fees or charges owed to Cipher Digit for services rendered up to the termination date. Any provisions of these terms and conditions that by their nature should survive termination shall remain in effect.
8. Governing Law and Dispute Resolution
8.1 Applicable Law: These terms and conditions shall be governed by and construed in accordance with the laws of the jurisdiction where Cipher Digit is registered, without regard to its conflict of law principles.
8.2 Dispute Resolution: In the event of any dispute arising out of or relating to these terms and conditions, the parties agree to first attempt to resolve the dispute through good-faith negotiations. If the dispute cannot be resolved amicably, it shall be submitted to arbitration in accordance with the rules of [Arbitration Institution] or litigated in the courts of the jurisdiction where Cipher Digit is registered.
9. Amendments
9.1 Modification of Terms: Cipher Digit reserves the right to amend these terms and conditions at any time. Clients will be notified of any changes, and continued use of services after such notification constitutes acceptance of the amended terms.
10. Severability
10.1 Invalidity of Provisions: If any provision of these terms and conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.
11. Entire Agreement
11.1 Integration Clause: These terms and conditions constitute the entire agreement between Cipher Digit and the client, superseding any prior agreements, understandings, or representations, written or oral, relating to the subject matter herein.
By engaging with Cipher Digit for services, clients acknowledge that they have read, understood, and agree to be bound by these detailed terms and conditions.