1. Definitions
“We”, “us”, “our” means Digitalith Systems.
“Client”, “you”, “your” means the person or organization engaging us.
- “SOW” means Statement of Work or written scope document agreed for an engagement.
- “Deliverables” means outputs explicitly listed in the SOW.
- “Acceptance Criteria” means the measurable conditions for sign-off, defined in the SOW.
- “Go-Live” means production deployment or handover completion, as defined in the SOW.
- “Support Window” means time-bound support included (if any) after Go-Live.
2. Scope, Deliverables & Exclusions
We deliver infrastructure under defined scope. Work begins only after scope and acceptance criteria are written.
Verbal requests are not binding.
- Only items explicitly listed in the SOW are included.
- Anything not listed is excluded by default, including “small additions”.
- Timelines depend on timely inputs, approvals, and access from the Client.
Why this matters: You are buying ownership and stability. Stability requires boundaries.
3. Acceptance & Sign-off
Acceptance confirms that Deliverables meet the agreed criteria. If the SOW defines a testing period,
you must test within that window.
- We will request sign-off once Deliverables meet Acceptance Criteria.
- If you do not respond within the review window stated in the SOW (or 7 calendar days if not stated),
Deliverables are deemed accepted.
- Minor issues that do not prevent core function may be documented for post-acceptance resolution.
4. Change Control
Any change to scope, requirements, integrations, environments, or timelines must go through change control.
This includes “one small change” that affects data, permissions, security, or user flows.
- Changes require written approval and may adjust cost and timeline.
- We may refuse changes that compromise system stability or governance.
- Emergency changes (if any) are handled only through an agreed escalation path.
5. Client Responsibilities
Your cooperation is part of delivery. You agree to provide:
- Timely access to required systems, environments, and credentials (preferably time-bound).
- Accurate information, requirements, and prompt approvals.
- A designated point of contact who can make decisions.
- Content and assets you own or have permission to use.
We are not responsible for delays or failures caused by missing access, unclear requirements, or third-party outages.
6. Fees, Payment & Taxes
Fees are defined in the SOW or invoice. Unless stated otherwise:
- Payments are due according to the agreed schedule.
- Work may pause if payments are overdue.
- Client is responsible for applicable taxes, fees, and third-party charges.
Procurement clarity: “One-time deployment” refers to delivery fees. Third-party subscriptions and hosting are separate.
7. Support, Maintenance & Retainers
We do not force retainers. Support is either included for a defined window (based on plan) or provided as a paid add-on.
- Included support (if applicable) covers agreed post-launch fixes and guidance within the Support Window.
- Excluded by default: new features, scope expansion, major redesigns, or new integrations.
- Extended support is optional and scoped: time-boxed, priced, and documented.
8. Ownership & License
You own what you pay for, subject to payment completion and the terms below.
- Upon full payment, ownership of custom deliverables created for you transfers to you, unless the SOW states otherwise.
- We retain ownership of our internal tools, templates, methods, and pre-existing materials.
- Third-party components remain governed by their respective licenses.
9. Confidentiality
Each party agrees to protect the other party’s confidential information and use it only for the engagement.
Confidential information includes business data, credentials, internal documents, and non-public operational details.
- We will not publish client internals as marketing without written permission.
- You agree not to disclose our confidential delivery materials beyond what is necessary for your operations.
10. Security & Access
Security is a shared responsibility. We use reasonable safeguards, but the Client controls the environment and access policies.
- Client should provide least-privilege access and revoke credentials when no longer needed.
- We may request secure channels for sharing sensitive information.
- We are not responsible for breaches caused by compromised Client accounts, devices, or third-party services.
11. Third-Party Services
Many deployments involve third-party services (hosting, email, analytics, payment processors, APIs).
These services have their own terms and availability.
- Client is responsible for third-party subscriptions unless we explicitly resell them.
- We are not liable for third-party downtime, changes, or pricing updates.
- If a third-party change forces rework, it may be treated as change control.
12. Warranties & Disclaimers
We warrant that we will perform services in a professional manner consistent with the agreed scope.
Except as expressly stated, services and deliverables are provided “as is”.
- We do not guarantee specific business outcomes (revenue, rankings, conversions) unless explicitly agreed in writing.
- We do not guarantee uninterrupted operation if the environment is controlled by the Client or third-parties.
13. Limitation of Liability
To the maximum extent permitted by law, we are not liable for indirect, incidental, special, consequential,
or punitive damages, including lost profits, lost data, or business interruption.
Our total liability for any claim related to an engagement is limited to the fees paid to us for that engagement
in the three (3) months preceding the event giving rise to the claim, unless a signed SOW states otherwise.
Why: This keeps risk proportional to the engagement. Procurement teams expect this.
14. Suspension & Termination
Either party may terminate an engagement if the other materially breaches the agreement and fails to cure within a reasonable time.
We may suspend work for non-payment or if required access is not provided.
- Upon termination, Client pays for work completed to date.
- We will provide available work products consistent with payments made and security considerations.
- Confidentiality obligations continue after termination.
15. Disputes
If a dispute arises, both parties agree to attempt good-faith resolution first through written notice and discussion.
If unresolved, the parties may proceed to mediation or a court of competent jurisdiction depending on the governing law.
Operational reality: Most disputes come from unclear scope. This document exists to prevent that.
16. General Terms
- Order of precedence: Signed SOW overrides these Terms for that engagement.
- Severability: If one part is unenforceable, the rest remains in effect.
- Updates: We may update these Terms; updates apply going forward, not retroactively.
- Assignment: Neither party may assign without written consent (except to successors in a merger/acquisition).
For questions about these Terms, use the Request page so we can route your inquiry properly.