Terms of Service
1. Introduction
These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Client”, “You”) and DIGICT LTD (“Company”, “we”, “us”, or “our”) governing your access to and use of the website located at digictltd.com (the “Website”) and all advertising, marketing, and related services provided by the Company.
By accessing the Website or engaging the Company for Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity. If you do not agree with any part of these Terms, you must not use the Website or engage the Company’s Services.
2. Definitions
For the purposes of these Terms:
- "Services" means all digital advertising and marketing services provided by the Company, including but not limited to Meta (Facebook/Instagram) advertising, media buying, campaign setup and optimization, creative production, analytics, and consulting.
- "Client" / "You" refers to any individual or legal entity purchasing or using the Services.
- "Deliverables" refers to all outputs created by the Company, including ad creatives, campaign structures, reports, data insights, and strategies.
- "Advertising Platforms" refers to third-party platforms such as Meta (Facebook, Instagram), and any other platforms used in advertising campaigns.
- "Confidential Information" refers to any proprietary, business, technical, or financial information disclosed by either party that is not publicly available.
3. Description of Services
The Company provides professional advertising and marketing services focused on paid media acquisition and performance optimization.
Services may include:
- advertising campaign setup and management
- audience targeting and testing
- creative development (ad copy, visuals, video concepts)
- analytics, tracking, and reporting
- strategic consulting
All Services are:
- provided on a project, retainer, or custom agreement basis
- defined in writing prior to execution
- subject to availability, scope, and agreed timelines
All Services are provided remotely and are performed outside the territory of the United Kingdom. The Company does not provide in-person services or maintain any obligation to perform Services at a physical location unless explicitly agreed in writing.
The Company reserves the right to modify, improve, or discontinue any part of the Services at its sole discretion.
4. Project Engagement
Each engagement between the Company and the Client may be governed by additional documents, including but not limited to:
- proposals
- Statements of Work (SOW)
- service agreements
- invoices or email confirmations
Such documents define:
- scope of work
- deliverables
- timelines
- pricing structure
In the event of any conflict between these Terms and a separate written agreement, the terms of the specific agreement shall prevail.
5. Payments and Fees
All fees for Services are agreed in advance and documented in writing.
Payment Terms:
- Payments must be made in accordance with issued invoices
- The Company may require upfront or milestone-based payments
- Services will not commence until payment is received unless otherwise agreed
Additional Conditions:
- All payments are non-refundable, unless explicitly stated otherwise late payments may result in:
- suspension of Services
- delays in delivery
- termination of engagement
- The Company reserves the right to charge interest on overdue amounts where legally permitted
The Company also reserves the right to retain Deliverables until full payment has been received.
6. Advertising Budget
The Client acknowledges and agrees that:
- All advertising spend is the sole responsibility of the Client
- Advertising budgets are typically paid directly to Advertising Platforms (e.g., Meta)
- The Company does not control platform pricing, auction systems, or cost fluctuations
The Company:
- does not guarantee efficient use of advertising budget
- does not guarantee return on investment (ROI)
- is not liable for any financial losses incurred through advertising campaigns
7. Client Obligations
The Client agrees to:
- provide accurate, complete, and up-to-date information
- supply all necessary materials (logos, content, access, etc.)
- respond to requests and approvals in a timely manner
- comply with all applicable laws and platform policies
The Client is solely responsible for:
- the legality of advertised products or services
- the truthfulness of all claims made in advertising
- obtaining necessary licenses, permissions, or approvals
Failure to meet these obligations may result in delays, additional costs, or suspension of Services.
8. Account Access and Responsibility
The Client is responsible for providing the Company with appropriate access to advertising accounts, tracking systems, and related tools.
The Company shall not be liable for:
- historical account issues or prior violations
- restrictions or penalties imposed before engagement
- account structure or data created before access was granted
The Client retains full ownership and control of all advertising accounts.
9. Scope and Changes
All Services are strictly limited to the agreed scope defined in writing.
Any requests outside the agreed scope:
- are considered additional work
- may require revised timelines
- may incur additional fees
The Company is not obligated to perform work outside the agreed scope without prior written approval.
10. Campaigne Approval
Where applicable, the Client may be required to review and approve:
- advertising creatives
- copy and messaging
- campaign strategies
If the Client fails to provide feedback or approval within a reasonable timeframe, the Company reserves the right to proceed based on its professional judgment.
The Client remains responsible for all approved or unreviewed campaign materials.
11. Acceptance of Deliverables
All Deliverables shall be deemed accepted unless the Client provides written notice of defects within 7 calendar days of delivery.
After acceptance:
- Deliverables are considered final
- any additional revisions or changes will be treated as new work
- additional fees may apply
12. Intellectual Property
Ownership
All Deliverables remain the property of the Company until full payment is received.
Upon full payment:
- ownership of Deliverables transfers to the Client
- unless otherwise specified in writing
Company Rights
The Company retains the right to:
- reuse general knowledge and experience
- showcase non-confidential work in its portfolio and marketing materials
Client Materials
The Client retains ownership of all materials provided to the Company and is responsible for ensuring such materials do not infringe third-party rights.
13. Confidentiality
Both parties agree to:
- maintain confidentiality of all non-public information
- not disclose Confidential Information to third parties without consent
- use such information solely for the purposes of the engagement
This obligation remains in effect after termination of Services.
14. Advertising Disclaimer
The Company provides advertising services on a best-effort basis.
The Client acknowledges that:
- advertising performance depends on numerous external factors
- results cannot be predicted or guaranteed
The Company does not guarantee:
- specific results or outcomes
- lead volume or quality
- conversion rates
- cost efficiency metrics (e.g., CPL, CPA, ROAS)
15. Platform Risk
The Client acknowledges that Advertising Platforms operate independently.
Such platforms may:
- reject or remove advertisements
- suspend or permanently ban accounts
- modify algorithms, pricing, or policies without notice
The Company has no control over these actions and shall not be held responsible for any resulting losses or disruptions.
16. Advertising Spend And Agency Role
The Client acknowledges and agrees that the Company acts solely as an independent service provider and agent facilitating the management of advertising campaigns on third-party platforms.
The Client shall pay all advertising expenses to the Company, which will act as the intermediary and remit funds to the relevant advertising platforms (including, but not limited to, Meta/Facebook), unless otherwise agreed in writing.
The Company acts solely as an agent for the Client in managing advertising spend and does not assume ownership of the funds; however, the Company is responsible for remitting the funds to the advertising platforms in accordance with the agreed-upon campaigns. The Company does not act as a financial intermediary, escrow agent, or fiduciary beyond this role.
The Client retains full ownership, control, and responsibility over all advertising accounts, billing profiles, and payment methods used for advertising campaigns.
The Client is solely responsible for:
- providing funds to the Company for advertising campaigns
- ensuring payment of all advertising charges billed by Advertising Platforms
- any taxes, fees, or charges imposed by such platforms
The Company shall not be liable for:
- any advertising spend exceeding the funds provided by the Client
- billing errors or charges applied by Advertising Platforms
- suspension, restriction, or termination of advertising accounts
- the performance or results of advertising campaigns once funds are deployed
The Company provides campaign management services only and does not guarantee the outcome, efficiency, or return on advertising spend.
17. No Performance Obligation
Unless explicitly agreed in writing, the Company does not operate under performance-based guarantees.
No statements, projections, or past results shall be interpreted as binding commitments.
18. Metrics Disclaimer
All metrics, forecasts, or performance estimates provided by the Company:
- are based on available data and assumptions
- are subject to change
- do not constitute guarantees or warranties
19. Tracking Disclaimer
The Company is not responsible for inaccuracies in data tracking or reporting caused by:
- third-party tools or integrations
- browser privacy restrictions
- platform limitations (e.g., iOS updates, cookie blocking)
20. Third-Party Services
The Services may involve third-party providers.
The Company:
- does not control such providers
- makes no guarantees regarding their performance
- is not liable for their failures or disruptions
21. Service Availability
The Services and Website are provided on an “AS IS” and “AS AVAILABLE” basis.
The Company does not guarantee:
- uninterrupted access
- error-free functionality
- continuous availability
22. Warranties Disclaimer
To the fullest extent permitted by law, the Company disclaims all warranties, including:
- fitness for a particular purpose
- merchantability
- non-infringement
All Services and Deliverables are provided without guarantees.
23. Termination And Suspension
The Company may suspend or terminate Services if:
- payments are overdue
- the Client breaches these Terms
- the Client fails to cooperate
- legal or reputational risks arise
Upon termination:
- all outstanding amounts become immediately payable
- Services may cease without further obligation
24. Limitation Of Liability
The Company’s total liability is limited to the amount paid by the Client in the 2 months preceding the claim.
The Client agrees to cooperate with the Company in good faith and to provide accurate, complete, and lawful advertising content, materials, and information necessary for the provision of the Services.
The Client further agrees that, in the course of their cooperation, both Parties shall comply with all applicable laws and regulations, as well as with the policies, terms, and guidelines of Advertising Platforms, including but not limited to Meta Platforms Inc., as may be applicable to the Services.
The Client acknowledges that failure to comply with such laws, policies, or guidelines may result in restrictions, suspension, or termination of advertising campaigns or accounts, and the Company shall not be held liable for any consequences arising from such non-compliance.
25. Indemnification
The Client agrees to indemnify and hold harmless the Company from any claims arising from:
- advertising content
- promoted products/services
- legal violations
- misuse of Services
26. Data Protection
The Company processes personal data in accordance with applicable laws, including GDPR.
Depending on the Services, the Company may act as:
- a data controller, or
- a data processor
27. Non-Solicitation
The Client agrees not to solicit or hire any Company employees or contractors during the engagement and for 12 months thereafter.
28. Force Majeure
The Company shall not be liable for delays or failures caused by events beyond its control, including but not limited to natural disasters, cyber incidents, or government actions.
29. Governing Law And Jurisdiction
These Terms are governed by the laws of England and Wales.
All disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
30. Entire Agreement
These Terms constitute the entire agreement unless supplemented by written agreements.
31. Changes To Terms
The Company may update these Terms at any time.
Continued use of Services constitutes acceptance of the updated Terms.
32. Contact
- Website: digictltd.com
- Email: contact@digictltd.com