Terms & Conditions

1. Acceptance of Terms

By accessing our website, browsing our portfolio, submitting inquiries, or engaging Empirican Digital for commercial services, you (“Client”, “User”, “you”) agree to be bound by these Terms and Conditions and our Privacy Policy. If you do not agree to these terms, please do not use our website or services.

2. Description of Agency Services

Empirican Digital is a full-service digital agency providing high-performance creative and technology solutions, including but not limited to:

• Custom Website Design & Web Application Development (WordPress, Headless, Custom Stack)
• Brand Identity, Logo Design, Graphic Systems & Visual Guidelines
• UI/UX Design, Wireframing & Interactive Prototyping
• Search Engine Optimization (SEO) & Technical Site Audits
• Digital Marketing, Content Strategy & Full-Funnel Growth Campaigns
• Website Maintenance, Managed Performance & Cloud Hosting Support

3. Proposals, Scope of Work & Project Engagements

• Statements of Work (SOW): All client projects are governed by individual proposals, quotes, or Statements of Work detailing specific deliverables, milestone schedules, and compensation terms.
• Scope Boundaries: Services provided are strictly limited to the items agreed upon in the approved SOW. Any additional features, revisions outside the agreed allowance, or scope expansions require a written Change Order and may incur additional charges.
• Timelines & Dependencies: Project delivery timelines are estimates and depend on the prompt supply of client assets, credentials, content, and feedback approvals.

4. Client Responsibilities & Materials

To ensure timely and successful project execution, the Client agrees to:

• Provide necessary text copy, brand assets, imagery, API keys, hosting access, and business requirements in a timely manner.
• Assign a designated primary point of contact authorized to make project decisions and approve milestones.
• Guarantee that all materials, media, fonts, and trademarks supplied to Empirican Digital are owned by the Client or properly licensed, and do not infringe on any third-party intellectual property rights.

5. Intellectual Property Rights & Ownership

• Deliverables & Client Ownership: Upon full and final settlement of all project invoices, full ownership rights to bespoke design assets, custom front-end code, and deliverables created specifically for the Client shall transfer to the Client.
• Agency Tools & Background IP: Empirican Digital retains full ownership of pre-existing proprietary frameworks, boilerplates, internal tools, design systems, and reusable libraries utilized in constructing deliverables. Clients receive a perpetual, non-exclusive license to use such elements as integrated within their delivered project.
• Third-Party Components: Open-source software, third-party WordPress themes, plugins, stock photography, and fonts remain subject to their respective third-party licenses.
• Portfolio & Promotional Rights: Unless governed by a formal non-disclosure agreement (NDA), Empirican Digital reserves the right to showcase completed client work, case studies, screenshots, and URLs across our portfolio, marketing collateral, awards, and social media channels.

6. Fees, Invoicing & Payment Terms

• Payment Schedules: Projects typically require an upfront deposit before commencement, followed by progress milestone payments and a final payment upon project sign-off / prior to live deployment or source file handover.
• Invoicing: Invoices are payable within the timeframe specified on the invoice (typically 7 to 14 days from issuance).
• Late Payments: Overdue invoices may attract interest charges at 1.5% per month or the maximum rate permissible by law. Empirican Digital reserves the right to suspend ongoing development, pause live deployments, or withhold file handovers until outstanding balances are cleared.
• Taxes: All quoted prices are exclusive of applicable taxes (such as GST or statutory levies), which will be added to invoices where required by law.

7. Revisions, Approvals & Acceptance

• Review Cycles: Each project milestone includes the specified number of review cycles defined in the SOW (typically 2 rounds of standard feedback).
• Approval Milestones: Once a design, wireframe, or development stage is formally approved, subsequent fundamental changes to that stage will be treated as out-of-scope and quoted separately.
• Final Acceptance: The Client has 10 business days from the delivery of the final preview to test and report any bugs or discrepancies. Silence or deployment to production constitutes final acceptance.

8. Third-Party Services, Hosting & External Software

Empirican Digital builds integrations with third-party software (e.g., payment gateways, CRM systems, hosting providers, external APIs, and WordPress plugins). While we follow best practices:

• We are not responsible for downtime, data loss, API deprecations, rate limits, or policy changes enacted by third-party providers.
• Ongoing hosting maintenance, plugin updates, security monitoring, and backup routines require an active Care & Maintenance retainer.

9. Warranties & Disclaimers

• Professional Standard: We warrant that all services will be performed in a professional, workmanlike manner adhering to current industry standards.
• No Unrealistic Guarantees: While we apply proven optimization methodologies, Empirican Digital does not guarantee specific search engine rankings (e.g., “#1 on Google”), specific sales revenues, conversion figures, or user volumes, as these depend on market variables, algorithm shifts, and client operations.
• Website “As-Is”: Information on our public website is provided on an “as-is” basis without warranties of uninterrupted uptime or error-free access.

10. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Empirican Digital, its directors, employees, or contractors be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, data, goodwill, or business interruption) arising out of or related to our services or website.

Our total aggregate liability for any and all claims arising out of a specific project engagement shall not exceed the total fees actually paid to Empirican Digital by the Client for that specific engagement under the applicable Statement of Work.

11. Confidentiality

Both parties agree to treat all non-public, proprietary information, business strategies, technical data, and project materials exchanged during the engagement as strictly confidential, and will not disclose such information to third parties without prior written consent, except where required by law.

12. Termination & Cancellation

• Termination for Convenience: Either party may terminate an ongoing project agreement by providing 14 days written notice.
• Settlement on Termination: Upon termination, the Client shall pay for all work completed, hours logged, and non-cancellable expenses incurred up to the effective termination date. Deposits paid are non-refundable to cover initial project planning and resource allocation.
• Termination for Cause: Either party may terminate immediately if the other party breaches a material term and fails to cure such breach within 14 days of written notice.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless Empirican Digital, its officers, agents, and employees against any claims, liabilities, damages, and legal expenses arising out of client-supplied content, trademark infringement, breach of these Terms, or unauthorized use of the deliverables.

14. Governing Law & Dispute Resolution

These Terms and Conditions shall be governed by and construed in accordance with the laws of India. In the event of any dispute arising out of or relating to these Terms or our services, the parties agree to first seek amicable resolution through good-faith executive discussions. If unresolved, disputes shall be subject to the exclusive jurisdiction of the competent courts in Chennai, Tamil Nadu, India.

15. Amendments & Modifications

Empirican Digital reserves the right to modify these Terms and Conditions at any time. Updated versions will be published on this page with the revised “Last Updated” date. Continued use of our website or engagement of our services after updates signifies your acceptance of the revised Terms.