1. Definitions

"Services" refers to all professional digital services offered by DMrix, including without limitation: website design, website development, UI/UX design, e-commerce development, business automation, hosting support, reporting tools, maintenance packages, and technical consulting.

"Project" means any discrete scope of work agreed between DMrix and the Client, as documented in a Proposal, Statement of Work (SOW), or Purchase Order.

"Deliverables" means all outputs produced by DMrix pursuant to a Project, including but not limited to design files, source code, documentation, and live website deployments.

"Confidential Information" means any non-public information disclosed by either party in connection with a Project, including business data, technical specifications, pricing, and client lists.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, design rights, and all other forms of intellectual or industrial property, whether registered or unregistered.

"Force Majeure" means any event beyond the reasonable control of a party, including natural disasters, pandemics, government actions, cyberattacks, or infrastructure failures.

2. Scope of Services

DMrix provides professional digital services including, without limitation:

The specific scope, timeline, and deliverables for each Project will be defined in a separately agreed Proposal or Statement of Work, which forms an integral part of this Agreement.

• Custom website design and full-stack development (front-end and back-end)
• E-commerce platform design, development, and payment gateway integration
• User interface and user experience (UI/UX) design, prototyping, and usability testing
• Business process automation including CRM integrations, workflow tools, and API connections
• Web hosting configuration, DNS management, SSL certificate installation, and ongoing server monitoring
• Search engine optimisation (SEO) setup, structured data implementation, and performance audits
• Website maintenance, security updates, bug fixes, and performance optimisation
• Technical consulting, project scoping, and digital strategy advisory

3. Client Obligations

The Client agrees to fulfil the following obligations throughout the engagement:

3.1 Accuracy and Completeness of Information

The Client shall provide DMrix with accurate, complete, and up-to-date information required for the Project, including but not limited to brand guidelines, business objectives, content materials, legal information, and technical access credentials. DMrix shall not be liable for any errors, deficiencies, or delays in Deliverables resulting from inaccurate or incomplete information supplied by the Client.

3.2 Timely Content and Asset Delivery

The Client shall supply all required content, media assets, copy, images, and approvals in accordance with the agreed Project schedule. Where no specific schedule is agreed, assets must be delivered within seven (7) business days of a DMrix request. Delays in asset delivery directly caused by the Client will automatically extend the Project timeline by an equivalent period and may attract additional charges for extended resource allocation.

3.3 Intellectual Property Ownership of Provided Materials

The Client warrants and represents that all materials, content, images, trademarks, logos, and data submitted to DMrix are either owned by the Client or used with full legal authorisation from the rightful owner. The Client shall indemnify, defend, and hold harmless DMrix against any claims, costs, damages, or liabilities arising from third-party intellectual property infringement related to materials supplied by the Client.

3.4 Designated Point of Contact

The Client shall designate a primary point of contact with sufficient authority to provide instructions, approve Deliverables, and make binding decisions on behalf of the Client. Multiple or conflicting instructions from different representatives will not be actioned until a single authorised instruction is received.

3.5 Timely Feedback and Approvals

The Client shall review Deliverables and provide consolidated written feedback within five (5) business days of delivery, unless a different review period is agreed in the Project schedule. Failure to provide feedback within the agreed period may result in Deliverables being considered approved and the Project progressing to the next phase, with no obligation on DMrix to revisit completed work without additional charges.

3.6 Lawful Use of Services

The Client shall not use DMrix services for any purpose that is unlawful, fraudulent, harmful, or contrary to public policy. Prohibited uses include but are not limited to: creation of phishing websites, promotion of illegal products or services, distribution of malware or spam, or any activity that infringes the rights of third parties or violates applicable regulations.

4.1 Payment Schedule

Unless otherwise agreed in the Project Proposal, DMrix operates the following payment structure:

Advance Payment: A minimum of fifty percent (50%) of the total agreed Project fee is payable prior to commencement of any design or development work. DMrix shall have no obligation to begin work until this advance is received and confirmed.

Milestone Payments: For Projects exceeding INR 50,000 in value, the remaining balance may be split into milestone-based payments as specified in the Project Proposal.

Final Payment: The remaining balance is due and payable prior to the release of final Deliverables, live deployment, source code transfer, or handover of administrative access credentials.

4.2 Invoicing

DMrix will issue GST-compliant invoices for all payments. All amounts are exclusive of applicable taxes, including Goods and Services Tax (GST), unless expressly stated otherwise. Clients are responsible for applicable withholding tax (TDS) deductions and must provide TDS certificates within the statutory timelines.

4.3 Late Payment

Payments not received by the due date will attract a late payment fee of one and a half percent (1.5%) per month or the maximum rate permissible under applicable law, whichever is lower, calculated on the outstanding amount from the due date until payment in full. DMrix reserves the right to suspend all work, withhold Deliverables, and restrict access to client portals or hosted environments until outstanding amounts are settled in full.

4.4 Disputed Invoices

Any dispute regarding an invoice must be raised in writing within seven (7) days of the invoice date. Failure to raise a dispute within this period shall constitute acceptance of the invoice as accurate and binding. Disputes do not excuse the timely payment of undisputed amounts.

4.5 Non-Refundable Advance

All advance payments made to initiate a Project are non-refundable once project work has commenced, except where DMrix fails to deliver agreed Deliverables due solely to its own fault. In cases of Client-initiated project cancellation after commencement, the advance payment shall be retained by DMrix as compensation for resources allocated and work completed to date.

4.6 Currency and Mode of Payment

All payments are to be made in Indian Rupees (INR) unless an alternative currency is expressly agreed in writing. Accepted payment methods include bank transfer (NEFT/RTGS/IMPS), UPI, and payment links issued by DMrix's authorised payment gateway partners. DMrix does not accept cash payments.

5. Project Timelines and Delivery

Estimated Project timelines are provided in good faith based on information available at the time of agreement. Timelines are subject to change due to:

DMrix will communicate timeline changes proactively and endeavour to minimise disruptions. Revised timelines agreed following scope changes will supersede any previously communicated estimates. Time-critical Projects may be accommodated on priority scheduling subject to resource availability and an agreed priority surcharge.

• Delayed receipt of content, assets, or feedback from the Client
• Changes to Project scope requested by the Client after agreement
• Unforeseen technical complexities or third-party dependencies
• Force Majeure events

6. Revisions and Change Requests

Each Project Proposal specifies the number of revision rounds included within the agreed fee. Revision rounds are defined as a consolidated set of reasonable changes within the original agreed scope, submitted in a single communication.

Revision requests must be submitted in writing (email or project management platform) and must clearly describe the requested changes.

Verbal revision requests will not be actioned until confirmed in writing.

Minor text corrections, colour adjustments, or layout tweaks communicated as part of a structured review cycle are included within agreed revision rounds.

Substantive design changes, functional additions, or alterations to the agreed scope constitute change requests and will be quoted separately before work commences.

Additional revision rounds beyond those included in the agreed scope will be billed at DMrix's prevailing hourly rate, disclosed in the additional work quotation.

DMrix reserves the right to decline change requests that are technically infeasible, contrary to best practice, or likely to compromise the integrity or performance of the Deliverables.

7.1 Client Ownership Upon Full Payment

Subject to receipt of full payment for all invoices related to a Project, DMrix assigns to the Client ownership of the final, specific Deliverables created exclusively for that Project, including custom design files and bespoke code. This assignment does not extend to any DMrix proprietary components (see 7.2 below).

7.2 DMrix Retained Rights

DMrix retains perpetual, irrevocable rights to:

All pre-existing tools, frameworks, libraries, templates, code snippets, plugins, and know-how developed prior to or independent of the Client's Project ("DMrix IP"), even if incorporated into the Deliverables.

Generic methodologies, workflows, and technical solutions reusable across multiple client Projects.

Display of completed Projects in DMrix's portfolio, website, social media, and marketing materials, unless the Client provides written notice within thirty (30) days of Project completion requesting confidentiality.

7.3 Open-Source and Third-Party Components

Where Deliverables incorporate open-source software, third-party themes, or commercial plugins, such components remain subject to their respective licences. The Client is responsible for procuring and maintaining any required commercial licences for third-party components integrated into the Project.

7.4 No Infringement Warranty

DMrix warrants that, to the best of its knowledge, the bespoke elements of Deliverables created by DMrix do not infringe the intellectual property rights of any third party. This warranty does not extend to Deliverables incorporating Client-supplied materials or third-party components.

8. Confidentiality

Both parties agree to maintain the confidentiality of all Confidential Information disclosed in connection with a Project and to use such information solely for the purpose of fulfilling obligations under this Agreement. Confidentiality obligations survive termination of this Agreement for a period of three (3) years. Exceptions include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) is independently developed by the receiving party without reference to the Confidential Information; or (c) is required to be disclosed by law, provided the disclosing party is given prompt prior notice where legally permissible.

9. Hosting, Third-Party Services, and Technical Dependencies

Where DMrix assists with or configures hosting, domain registration, payment gateways, email services, CDN providers, or any other third-party platform:

DMrix acts solely as a technical facilitator and is not a party to the agreement between the Client and the third-party provider.

The Client assumes full responsibility for third-party service fees, subscription renewals, and compliance with third-party terms of service.

DMrix shall not be liable for service outages, data loss, policy changes, pricing changes, or discontinuation of services by third-party providers.

DMrix does not guarantee specific performance metrics (uptime percentages, page speed scores) from third-party hosted environments beyond what is technically achievable on the chosen hosting plan.

Where DMrix provides hosting services directly, applicable SLAs and uptime commitments will be specified in the relevant hosting services addendum.

10.1 DMrix Warranties

DMrix warrants that:

Services will be performed with reasonable skill, care, and professionalism consistent with industry standards.

Personnel engaged on Client Projects possess the skills and qualifications appropriate to the work.

Deliverables will be free from material defects at the time of delivery.

DMrix has the legal right and authority to enter into this Agreement and to provide the agreed Services.

10.2 Disclaimer of Warranties

Except as expressly stated above, DMrix disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. DMrix does not warrant that Deliverables will meet all Client expectations, be error-free under all conditions, or achieve specific business, marketing, or financial outcomes.

11. Limitation of Liability

To the fullest extent permitted by applicable law:

DMrix's total aggregate liability to the Client for all claims arising under or in connection with this Agreement shall not exceed the total fees paid by the Client to DMrix in the three (3) months immediately preceding the event giving rise to the claim.

DMrix shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunities, or reputational damage, even if advised of the possibility of such damages.

DMrix shall not be liable for damages arising from Client-supplied materials, third-party service failures, Client modification of Deliverables post-delivery, or failure by the Client to follow DMrix's technical recommendations.

Nothing in this Agreement limits liability for fraud, fraudulent misrepresentation, personal injury, or any other liability that cannot be limited by law.

12.1 Termination by the Client

The Client may terminate this Agreement with written notice. Upon Client-initiated termination: (a) all work completed to the date of termination shall be invoiced and payment shall be due immediately; (b) advance payments and fees for completed milestones are non-refundable; (c) DMrix will package and deliver all completed Deliverables upon receipt of all outstanding payments.

12.2 Termination by DMrix

DMrix reserves the right to suspend or terminate services, with or without notice, in the following circumstances:

Upon termination by DMrix for cause: (a) all outstanding fees for work completed remain immediately due and payable; (b) DMrix shall have no obligation to deliver incomplete Deliverables; (c) any advance payments shall be applied to fees due, with any surplus refunded if applicable.

• Non-payment of any overdue invoice beyond fifteen (15) days of the due date
• Material breach of any provision of this Agreement by the Client
• Abusive, threatening, or inappropriate behaviour towards DMrix personnel
• Client's use of DMrix services for unlawful or harmful activities
• Persistent or unreasonable demands that materially exceed the agreed scope

12.3 Effect of Termination

Upon termination for any reason: (a) each party shall promptly return or destroy the other party's Confidential Information; (b) provisions of this Agreement that by their nature should survive termination — including intellectual property rights, payment obligations, limitation of liability, and confidentiality — shall continue in full force.

13. Dispute Resolution

In the event of a dispute arising out of or in connection with this Agreement:

Step 1 — Negotiation: The parties shall first attempt to resolve the dispute through good-faith direct negotiations within fifteen (15) days of one party delivering written notice of the dispute.

Step 2 — Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through a mutually agreed mediator within thirty (30) days.

Step 3 — Arbitration: If mediation is unsuccessful, the dispute shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 (India), with a sole arbitrator mutually appointed by the parties. The seat of arbitration shall be Hyderabad, Telangana.

Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.

14. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of India. Subject to the dispute resolution mechanism above, the courts of Hyderabad, Telangana shall have exclusive jurisdiction over any matters not resolved by arbitration.

15. Miscellaneous

Entire Agreement: This Agreement, together with any Project Proposals, Statements of Work, and addenda, constitutes the entire agreement between the parties and supersedes all prior communications, representations, and understandings.

Amendment: No amendment to this Agreement is effective unless made in writing and signed by authorised representatives of both parties.

Waiver: Failure to enforce any provision of this Agreement shall not constitute a waiver of the right to enforce it subsequently.

Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Assignment: The Client may not assign any rights or obligations under this Agreement without DMrix's prior written consent. DMrix may assign its rights and obligations to an affiliated entity or successor.

Force Majeure: Neither party shall be liable for delays or failures caused by Force Majeure events, provided the affected party gives prompt notice and makes reasonable efforts to mitigate the impact.

Notices: All formal notices under this Agreement must be in writing and delivered to the contact details specified herein, or as updated by written notification.