Terms and Conditions

Last updated: 2023-04-19

These Terms and Conditions (“Terms”) govern the provision of services for automation, low code, data analysis, and Hubspot CRM management (the “Services”) provided by Digital Efficiency (“Service Provider,” “we,” “us,” or “our”) to the client (“Client,” “you,” or “your”). By engaging us for the Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not engage us for the Services.

1. Services

We will provide the Services as described in the project proposal or statement of work (“SOW”) agreed upon by both parties. Any changes or additions to the Services must be agreed upon in writing.

2. Payment

The Client agrees to pay the fees for the Services as outlined in the SOW. Fifty percent (50%) of the payment must be made in advance, and the remaining fifty percent (50%) is due before the project completion date. The project will only be delivered upon receipt of the finalized payment. No loans or delays in payments are allowed. Unless otherwise specified, all invoices are due and payable within 15 days of the invoice date. Late payments may be subject to interest charges at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

3. Intellectual Property

Upon full payment of all fees due, the Service Provider grants the Client a non-exclusive, perpetual, worldwide, and royalty-free license to use any deliverables, including any intellectual property rights therein, provided as part of the Services. The Service Provider retains all rights, title, and interest in any pre-existing materials, tools, methodologies, or know-how used in providing the Services.

4. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information received from the other party during the course of providing or receiving the Services. Confidential information does not include information that is publicly available, already known to the receiving party, or lawfully obtained from a third party.

5. Independent Contractor Relationship

Digital Efficiency is an independent contractor, and nothing in these Terms or the SOW shall be construed as creating an employer-employee relationship, partnership, or joint venture between the Client and the Service Provider. The Service Provider is solely responsible for all taxes, insurance, and other statutory obligations related to providing the Services.

6. Limitation of Liability

In no event shall the Service Provider be liable for any indirect, incidental, consequential, special, or punitive damages arising from or related to the Services, even if the Service Provider has been advised of the possibility of such damages. The Service Provider’s total liability for any claim arising from or related to the Services shall be limited to the amount paid by the Client for the Services.

7. Termination

Either party may terminate the Services upon written notice to the other party in the event of a material breach of these Terms or the SOW that remains uncured after 30 days. Upon termination, the Client shall pay for any Services rendered up to the effective date of termination.

8. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of any changes by posting the updated Terms on our website or by notifying you directly. Your continued engagement of our Services after any changes have been made constitutes your acceptance of the updated Terms.

9. Contact Information

If you have any questions or concerns regarding these Terms, please contact us using the information provided on our “Contact Us” page.