These Terms of Service constitute a legally binding agreement between you and Irade Technologies. They govern your use of our website, define the scope of our professional services, establish payment obligations, allocate intellectual property rights, and set forth dispute resolution procedures. Please read them carefully before engaging our services.
These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between you, whether acting as an individual, on behalf of an entity, or in any other capacity ("User," "Client," or "you") and Irade Technologies, a company registered under the laws of India with its principal office at H-502/16 2nd Floor Bhopura Ghaziabad 201005 ("Irade Technologies," "we," "us," or "our"). These Terms govern your access to and use of the website located at dystdigital.com (the "Site") and all digital marketing, consulting, and related services provided by Irade Technologies (collectively, the "Services").
By accessing our Site, submitting inquiries, executing a service agreement, or otherwise engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering these Terms on behalf of an organization, you represent and warrant that you possess the authority to bind that organization to these Terms. If you do not agree to any provision of these Terms, you must immediately cease all use of our Site and Services.
Irade Technologies reserves the right to amend these Terms at any time by posting revised Terms on the Site with an updated effective date. Material modifications will be communicated through prominent Site notice or direct email to registered clients. Your continued use of the Site or Services following the posting of amended Terms constitutes irrevocable acceptance of such amendments.
Irade Technologies provides professional digital marketing services encompassing but not limited to search engine optimization (SEO), artificial intelligence optimization (AIO), answer engine optimization (AEO), generative engine optimization (GEO), app store optimization (ASO), pay-per-click advertising management, content marketing strategy and production, social media marketing, web design and development, email marketing, conversion rate optimization, online reputation management, analytics and reporting, and related digital marketing consulting services.
The specific Services to be delivered to each Client shall be defined in a separate, individually executed service agreement or statement of work ("SOW") incorporating these Terms by reference. In the event of any conflict between these general Terms and a specific SOW, the provisions of the SOW shall prevail with respect to the Services described therein.
Irade Technologies performs all Services in a professional manner consistent with industry standards and employs qualified personnel with appropriate expertise. However, due to the inherent variables in digital marketing including search engine algorithm modifications, competitive market dynamics, platform policy changes, and Client cooperation factors, Irade Technologies does not guarantee specific quantitative results including but not limited to search engine rankings, traffic volumes, conversion rates, or revenue figures. Our obligation is to perform Services with professional competence and reasonable care, not to achieve predetermined performance outcomes.
Effective Service delivery requires timely and complete cooperation from the Client. The Client agrees to provide prompt access to all accounts, platforms, systems, credentials, and information reasonably necessary for Irade Technologies to perform the contracted Services. This includes, without limitation, website content management system access, analytics platform credentials, advertising account access, brand asset libraries, and any proprietary information relevant to Service execution.
The Client bears sole responsibility for the accuracy, completeness, and legality of all information, content, materials, and assets provided to Irade Technologies. Irade Technologies shall not be liable for any delays, defects, errors, or service deficiencies resulting from incomplete, inaccurate, misleading, or untimely information supplied by the Client. The Client shall review and approve deliverables within timeframes specified in the applicable SOW, and failure to provide timely feedback or approvals shall not constitute a breach by Irade Technologies and may result in corresponding timeline adjustments.
The Client represents and warrants that it possesses all necessary rights, licenses, permissions, and authorizations for any content, materials, trademarks, copyrights, or intellectual property provided to Irade Technologies for use in connection with the Services. The Client shall indemnify and hold Irade Technologies harmless from any claims, damages, or expenses arising from breach of this representation or warranty.
All fees for Services are specified in the applicable SOW. Unless the SOW provides otherwise, the following payment terms govern. All fees are denominated in United States Dollars unless explicitly stated otherwise. Monthly retainer fees are invoiced in advance and due on the first day of each billing cycle. Project-based fees are invoiced according to the milestone schedule defined in the SOW. Additional services requested by the Client beyond the SOW scope will be billed at Irade Technologies' then-current hourly rates or as separately agreed.
Payments are due within thirty days of invoice date unless otherwise specified. Late payments accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Irade Technologies reserves the right to suspend all Services for accounts exceeding thirty days past due without prejudice to any other remedies available. Suspended Services resume only upon receipt of full payment of all outstanding balances. The Client shall bear all reasonable costs of collection for overdue amounts, including attorney fees.
All fees are exclusive of applicable taxes, duties, levies, and governmental charges, which shall be added to invoices where legally required. The Client is responsible for paying all applicable sales, use, value-added, goods and services, or other taxes associated with the purchase of Services. Irade Technologies shall provide tax invoices conforming to applicable legal requirements.
Upon receipt of full and final payment for all fees due, Irade Technologies assigns to the Client all right, title, and interest in the final deliverables created specifically for the Client under the applicable SOW, including custom website designs, original written content produced for Client campaigns, and graphic designs created for Client projects. This assignment does not extend to Irade Technologies' pre-existing tools, software, methodologies, frameworks, templates, processes, or general industry knowledge utilized in creating the deliverables.
Irade Technologies expressly retains all rights, title, and interest in and to its proprietary tools, software applications, analytical frameworks, reporting templates, marketing methodologies, process documentation, and general marketing knowledge developed independently or prior to the Client engagement. Irade Technologies further retains the right to utilize general knowledge, skills, experience, and techniques acquired during Service performance. Pre-existing intellectual property remains Irade Technologies' exclusive property and is not transferred through any Service engagement.
Irade Technologies retains a non-exclusive, perpetual, worldwide license to display Client projects in its portfolio, reference them in marketing materials, and create case studies demonstrating its capabilities, unless the Client provides written objection within thirty days of project completion. Any portfolio usage will be professional, accurate, and will not misrepresent the nature, scope, or results of the work performed.
Both parties agree to maintain strict confidentiality of all proprietary or confidential information disclosed during the engagement ("Confidential Information"). Confidential Information includes, without limitation, business strategies, financial data, customer lists, marketing plans, proprietary processes, pricing information, technical specifications, and any information designated as confidential by either party. Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law or as reasonably necessary to perform Services under the engagement.
Confidentiality obligations survive termination of the Service relationship for a period of three years. These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was independently developed without reference to Confidential Information, was already known to the receiving party prior to disclosure, or was rightfully received from a third party without restriction.
To the maximum extent permitted by applicable law, Irade Technologies shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, revenue, data, business opportunities, or goodwill, arising out of or connected with your use of our Services or Site, regardless of the cause of action or theory of liability, and even if Irade Technologies has been advised of the possibility of such damages.
Irade Technologies' total aggregate liability to you for all claims arising out of or related to our Services or these Terms shall not exceed the total fees actually paid by you to Irade Technologies during the three-month period immediately preceding the event giving rise to liability. This limitation applies to all causes of action in the aggregate, including breach of contract, tort, negligence, strict liability, and statutory claims.
Jurisdictions that do not permit exclusion or limitation of certain damages may provide you additional rights beyond those stated herein. In such jurisdictions, Irade Technologies' liability is limited to the fullest extent permitted by applicable law.
The Service engagement term is defined in the applicable SOW. Monthly retainer agreements continue on a month-to-month basis following any initial commitment period and may be terminated by either party upon thirty days' written notice. Project-based engagements continue until completion of the defined scope or termination pursuant to SOW terms.
Either party may terminate immediately upon written notice if the other party commits a material breach and fails to cure within fifteen days of receiving written notice specifying the breach. Irade Technologies may terminate immediately upon written notice if the Client fails to make payment when due, engages in fraudulent conduct, or violates applicable laws in connection with the engagement.
Upon termination, the Client remains obligated to pay all fees earned and expenses incurred through the termination date. Irade Technologies shall deliver all completed work product and transfer relevant account credentials upon receipt of full payment. Provisions of these Terms that by their nature should survive termination, including intellectual property, confidentiality, limitation of liability, and indemnification, shall survive indefinitely.
The Client agrees to indemnify, defend, and hold harmless Irade Technologies, its officers, directors, employees, contractors, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorney fees, arising out of or related to: the Client's use of our Site or Services; breach of these Terms by the Client; violation of applicable laws or regulations by the Client; or claims that content or materials provided by the Client infringe intellectual property rights of any third party.
Irade Technologies reserves the right, at its sole expense, to assume exclusive defense and control of any matter subject to Client indemnification, in which case the Client shall fully cooperate in the defense. The Client shall not settle any matter giving rise to indemnification without Irade Technologies' prior written consent.
In the event of any dispute, controversy, or claim arising out of or relating to these Terms or Services, the parties shall first attempt resolution through good-faith negotiation between senior representatives with settlement authority. If negotiation fails to resolve the dispute within thirty days, either party may submit the dispute to binding arbitration administered in accordance with the Arbitration and Conciliation Act, 1996 of India, as amended from time to time.
Arbitration proceedings shall take place in Ghaziabad, India, conducted before a single arbitrator mutually agreed upon or appointed in accordance with applicable law. The arbitrator's award shall be final and binding on both parties, enforceable in any court of competent jurisdiction. Each party shall bear its own costs unless the arbitrator determines a claim was frivolous or brought in bad faith, in which case the prevailing party may recover reasonable costs.
Notwithstanding the foregoing, either party may seek injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration completion.
These Terms shall be governed by, construed, and enforced in accordance with the laws of India, without regard to conflict of laws principles. Subject to the arbitration provisions above, any legal proceedings shall be brought exclusively before the courts of competent jurisdiction in Ghaziabad, India, and you hereby irrevocably consent to the personal jurisdiction and venue of such courts.
You agree to use our Site solely for lawful purposes and in a manner that does not infringe the rights of others or restrict their use and enjoyment of the Site. Prohibited activities include, without limitation: unauthorized access to our systems or networks; data mining, scraping, or automated data collection without written permission; transmission of viruses, malware, or malicious code; interference with Site functionality or performance; use of the Site for fraudulent, defamatory, or unlawful purposes; and attempts to circumvent security measures.
Irade Technologies reserves the right to restrict, suspend, or terminate Site access for any user violating these Terms or engaging in harmful activities. We also reserve the right to modify, suspend, or discontinue any Site feature at any time without prior notice or liability.
Our Site and Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise. Irade Technologies expressly disclaims all implied warranties including merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or trade usage. We do not warrant that the Site will be uninterrupted, secure, error-free, or free of harmful components, or that defects will be corrected.
Neither party shall be liable for failure or delay in performance due to circumstances beyond reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, internet infrastructure failures, search engine algorithm changes, or third-party platform outages. The affected party shall provide prompt notice and use reasonable efforts to resume performance.
These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, representations, and understandings. If any provision is held unenforceable, remaining provisions continue in full force. Our failure to enforce any right or provision does not constitute waiver. These Terms inure to the benefit of and are binding upon successors and permitted assigns. You may not assign these Terms without our prior written consent. Section headings are for convenience only and do not affect interpretation.
For questions regarding these Terms of Service, please contact:
Irade Technologies
Email: [email protected]
Phone: +91-7530817898
Address: H-502/16 2nd Floor Bhopura Ghaziabad 201005
If you have questions about these Terms of Service or need to discuss specific provisions, our team is available to help.
Contact Our Legal Team