ORION DIGITAL TERMS & CONDITIONS OF SERVICE Master Client Service Agreement • Operational & Legal Framewor

Welcome to Orion Digital. These Terms & Conditions govern the provision of our agency services and establish a legally binding contractual relationship between Orion Digital (“Agency”) and the Client. By issuing a purchase order, executing a Statement of Work (SOW), accepting a quotation, or remitting any payment, you agree to be fully bound by these Terms & Conditions. These Terms—alongside any executed Proposal, Quotation, Estimate, Statement of Work, or Service Level Agreement (SLA)—constitute the complete, unified agreement between Orion Digital and the Client.

1. SCOPE OF SERVICES

Orion Digital provides professional digital agency services designed to drive brand growth, digital visibility, and technological execution. Services provided include, but are not limited to:

• Brand Strategy & Creative: Branding, identity design, creative campaign production, public relations, collateral design, and multi-channel creative assets.
• Digital Marketing & Growth: Search Engine Optimization (SEO), Social Media Marketing (SMM), pay-per-click (PPC) performance advertising, content marketing, and political campaign management.
• Technology & Web Development: Custom website and web application development, mobile application development, API integrations, UI/UX design, marketing automation workflows, and technical maintenance.
• Consulting & ORM: Online Reputation Management (ORM), executive branding, digital transformation consulting, and growth strategy.

Every client engagement is unique. Specific deliverables, technical specifications, campaign parameters, and project milestones will be detailed in an approved Statement of Work (SOW) or Proposal. Any deliverable, feature, channel, or service not explicitly listed in the approved SOW is deemed strictly outside the scope of work and will require a formal Change Order.

2. PROJECT MODIFICATIONS & CHANGE ORDERS

During an ongoing engagement, requests for additions, enhancements, feature adjustments, or revisions outside the approved SOW will follow Orion Digital’s official Change Management process:

• Written Request: The Client must submit all requested scope changes in writing to the designated Account Manager.
• Impact Assessment: Orion Digital will evaluate the requested changes and provide an impact assessment detailing required additional development/design time, technical feasibility, and additional costs.
• Formal Approval: No out-of-scope work will commence until a formal Change Order specifying revised costs and updated deadlines is approved in writing by the Client.
• Schedule Adjustments: Orion Digital reserves the right to adjust active project delivery schedules while change requests are being evaluated or awaiting client approval.

3. CLIENT COOPERATION & TURNAROUND OBLIGATIONS

Successful project execution and adherence to delivery timelines rely directly on active, timely collaboration from the Client. The Client agrees to meet the following operational responsibilities:

Obligation	Client Responsibility	Standard Turnaround
Asset Delivery	High-resolution logos, brand guides, raw images, copy, product data, and required media assets.	Within 5 business days of request
Access Credentials	Administrative access to DNS, hosting, CMS, ad accounts, analytics, and third-party APIs.	Prior to project kickoff
Approvals & Feedback	Consolidated, definitive feedback on project drafts, wireframes, or campaign concepts.	Within 3–5 business days of submission

Delay Impact Clause: If client-caused delays in delivering assets or approvals exceed 10 consecutive business days, Orion Digital reserves the right to pause the project, re-allocate agency resources, revise delivery schedules, or charge a project reactivation fee to re-engage technical teams. Orion Digital accepts no liability for missed deadlines resulting from client delays.

4. THIRD-PARTY SERVICES & INFRASTRUCTURE COSTS

Unless explicitly itemized as an inclusive cost within the approved proposal, the Client is directly responsible for all third-party tool and infrastructure costs, including but not limited to:

• Infrastructure: Domain registration, web hosting, dedicated server infrastructure, SSL certificates, and Content Delivery Networks (CDNs).
• Assets & Licensing: Stock media (photos, video footage, audio tracks), premium fonts, software plugins, and specialized design assets.
• Integrations: Paid API subscriptions, CRM platform licenses, email automation software, and payment gateway transaction fees.
• Ad Spend: Direct media buy budgets paid directly to ad networks (Google Ads, Meta Ads, LinkedIn Ads, TikTok, etc.).

Orion Digital is not responsible or liable for service disruptions, price increases, feature deprecations, or policy changes enforced by third-party service providers.

5. QUOTATION VALIDITY & PRICING ADJUSTMENTS

All formal quotations, financial proposals, and estimates issued by Orion Digital remain valid for 30 calendar days from the date of issuance. If a quotation is not formally accepted in writing within this 30-day window, Orion Digital reserves the right to revise pricing, resource allocations, and delivery timelines prior to contract execution.

6. PAYMENT SCHEDULES & TERMS

Financial engagements with Orion Digital follow clear billing schedules designed to ensure smooth project continuation:

• Project Engagements: Standard fixed-price projects require an upfront deposit (typically 30% to 50%) prior to project initiation. Subsequent milestone payments will be invoiced upon completion of defined stages, with the final balance due prior to live site launch, deployment, or source file release.
• Monthly Retainers: Ongoing marketing, ORM, or management retainers are billed in advance on a recurring monthly cycle and must be settled prior to the commencement of the service month.
• Payment Period: Unless otherwise agreed in writing, all invoices issued by Orion Digital are strictly payable within 14 calendar days from the invoice date.

7. LATE PAYMENT CONSEQUENCES & REMEDIES

Invoices remaining unpaid past the 14-day due date are subject to immediate administrative remedies without agency liability:

• Service Pause: Immediate suspension of active development, design work, content creation, and strategic consulting.
• Ad Campaign Halting: Pausing active digital advertising campaigns and restricting access to agency-managed ad accounts.
• Asset Restriction: Temporarily disabling staging servers, live websites, web hosting, or restricting access to completed campaign creatives.
• Late Fee Interest: Interest may be charged on overdue balances at a rate of 1.5% per month (or the maximum rate permitted by law) from the due date until paid in full.

8. RETENTION OF TITLE & PROJECT ASSETS

Orion Digital retains full legal title, intellectual property rights, and copyright ownership over all deliverables, concepts, custom code, design systems, strategic plans, and campaign assets until all outstanding invoices associated with the project or retainer are paid in full. Handover of final code, domain transfers, or asset releases will occur only upon complete settlement of accounts.

9. CONTENT PROVISION & INTELLECTUAL PROPERTY PERMISSIONS

The Client assumes sole legal liability for all content, text, data, trademarks, images, and videos supplied to Orion Digital. The Client guarantees that all supplied materials are accurate, lawful, and fully licensed or owned by the Client.

The Client hereby grants Orion Digital a non-exclusive, royalty-free license to use company logos, brand marks, product images, and corporate assets strictly for the purpose of executing the agreed agency services.

10. CREATIVE & TECHNICAL REVISION POLICY

To maintain project schedules and budget efficiency, design and development revisions are governed by structured guidelines:

• Included Allocation: Approved project scopes include up to two (2) standard rounds of revisions during designated project phases (e.g., initial concept/wireframe phase and visual design phase).
• In-Scope Criteria: Revisions must align strictly with the original project parameters and agreed creative direction.
• Excess Revisions: Requests for excessive revisions, structural layout overhauls after phase approval, or repeated changes will be treated as out-of-scope and billed at Orion Digital’s standard hourly rate.

11. INTELLECTUAL PROPERTY RIGHTS & SOURCE FILES

• Deliverable Ownership: Upon receipt of full payment, Orion Digital assigns to the Client ownership of final, approved custom deliverables created specifically for the Client.
• Agency Background IP: Orion Digital retains full ownership of its core IP, including agency development methodologies, reusable code libraries, internal tools, scripts, boilerplate frameworks, design templates, and workflow processes. The Client is granted a non-exclusive license to use embedded core elements solely within the delivered project.
• Raw Source Files: Working files, raw layered design files (Figma, Photoshop), uncompiled source code, and internal strategy documentation remain Orion Digital’s property unless explicit source file handover was purchased within the SOW.

12. PORTFOLIO & AGENCY MARKETING RIGHTS

Unless explicitly prohibited under a signed, binding Non-Disclosure Agreement (NDA), Orion Digital reserves the perpetual right to display completed client projects, design work, creative assets, brand logos, and non-confidential campaign results across:

• Agency Website: Orion Digital’s official website, digital portfolio, and case studies.
• Credentials & Pitches: Sales presentations, proposal decks, pitch documents, and industry awards.
• Social & Marketing: Official social media channels, agency press releases, and marketing collateral.

13. DIGITAL MARKETING PERFORMANCE DISCLAIMERS

Digital marketing success depends heavily on external variables, search engine algorithms, market competition, and consumer behavior. While Orion Digital applies proven industry methodologies, we do not guarantee specific quantitative or financial outcomes, including:

• Search Rankings: Guaranteed first-page Google positions or specific organic keyword rankings.
• Lead & Sales Quantities: Specific lead volumes, conversion rates, online sales numbers, or revenue figures.
• Social Metrics: Fixed social media follower growth rates or audience engagement metrics.
• Indexing & Approvals: Immediate search engine indexing timelines or guaranteed third-party platform approvals.

14. WEBSITE DEVELOPMENT & POST-LAUNCH MAINTENANCE

For website development engagements, the Client retains full responsibility for domain renewal, web hosting management, plugin licenses, and ongoing content accuracy. Following project launch and sign-off, ongoing technical support, plugin updates, security monitoring, and backup services are provided strictly if covered under an active Orion Digital Maintenance Agreement.

15. PAID ADVERTISING PLATFORMS & THIRD-PARTY RULES

Agency management fees for advertising services are separate from direct ad spend payments made to platforms (e.g., Google Ads, Meta Ads). Advertising networks operate under independent community guidelines and policies. Orion Digital has no control over, and accepts no liability for, ad rejections, ad account suspensions, click-cost fluctuations, or policy changes enforced by third-party ad networks.

16. CONFIDENTIALITY

Both parties agree to treat all business operational data, trade secrets, customer lists, campaign strategies, and financial terms shared during the engagement as strictly confidential. Neither party shall disclose confidential information to any third party without prior written consent, except where required by law, where information is already public, or to authorized contractors bound by non-disclosure obligations.

17. PROJECT TERMINATION & SUSPENSION

Either party may terminate an agreement by providing formal written notice. Upon receipt of termination notice:

• Work Completed: The Client shall pay for all billable hours, completed work, and non-cancellable commitments incurred up to the date of cancellation.
• Deposits Non-Refundable: All initial project deposits, retainers, and setup fees paid are strictly non-refundable.
• Milestone Invoicing: Orion Digital reserves the right to invoice for all completed project milestones.
• Immediate Due Date: All outstanding balances become immediately due and payable upon contract termination.

18. FORCE MAJEURE

Orion Digital shall not be held liable for delays or failure to perform contractual obligations resulting from events beyond reasonable human control. This includes natural disasters, acts of government, national emergencies, major internet infrastructure outages, widespread cyberattacks, power grid failures, hosting downtime, or third-party platform collapse. Under such events, delivery schedules shall automatically extend by a duration equal to the disruption.

19. LIMITATION OF LIABILITY & CONSEQUENTIAL DAMAGES

To the maximum extent permitted by applicable law, Orion Digital’s total cumulative financial liability for any claims arising from or related to the services shall never exceed the total sum paid by the Client to Orion Digital for the specific service in question during the prior three (3) months.

In no event shall Orion Digital be liable for indirect, incidental, special, punitive, or consequential damages, including loss of revenue, profit loss, business interruption, data loss, or loss of brand reputation.

20. CLIENT INDEMNIFICATION

The Client agrees to defend, indemnify, and hold harmless Orion Digital, its directors, officers, employees, and contractors from and against any third-party claims, liabilities, losses, damages, or legal costs arising from:

• Content Infringement: Intellectual property or trademark infringement associated with materials provided by the Client.
• Unlawful Content: Defamatory, misleading, or unlawful content included in client-approved campaign materials.
• Business Operations: The operation, sale, or performance of the Client’s products, services, or business activities.

21. PRIVACY & DATA HANDLING

Personal data collected during the course of providing agency services will be handled in compliance with applicable data protection legislation and Orion Digital’s Privacy Policy. Client data is utilized strictly for business operational purposes, service delivery, and legal compliance.

22. GOVERNING LAW, JURISDICTION & AMENDMENTS

• Governing Law: These Terms & Conditions shall be governed by, construed, and enforced in accordance with the laws of India.
• Exclusive Jurisdiction: Any legal disputes, proceedings, or claims arising under these Terms shall be subject to the exclusive jurisdiction of the competent courts located in the jurisdiction where Orion Digital operates its primary headquarters.
• Contract Amendments: Orion Digital reserves the right to modify or update these Terms & Conditions at any time. Revised terms become effective immediately upon publication. Continued engagement with Orion Digital following updates constitutes formal acceptance of the revised terms.

ORION DIGITAL • OFFICIAL CONTACT & INQUIRIES For any questions regarding these Terms & Conditions or active project agreements, please contact your designated Orion Digital Account Manager or reach out via our official agency communication channels.