1. Definitions

2. Scope of Services

1. Descriptions. Services are described in an SOW or Proposal that references these Terms. Each SOW sets out objectives, timelines, milestones, fees, and acceptance criteria.
2. Change Requests. Changes to scope, schedule, or Deliverables must be agreed in writing. We may issue a revised estimate or change order.
3. Service‑Specific Provisions.
   • SEO & Digital Marketing. We follow industry best practices but do not guarantee specific rankings, traffic levels, conversion rates, or revenue.
   • Web & App Development. Unless expressly stated, Deliverables are provided “as‑is.” Bug fixes are limited to the warranty period (Section 12).
   • Website Maintenance & Support. Response and resolution times are governed by the maintenance plan purchased.
   • Graphic/UI/UX Design. Final artwork files are delivered in standard formats (e.g., SVG, PNG, PSD) unless otherwise agreed.

3. Acceptance of Deliverables

1. Review Period. You have five (5) business days after we notify you of completion to review each Deliverable.
2. Approval or Revisions. If you provide written approval or fail to request changes within the review period, the Deliverable is deemed accepted.
3. Substantial Conformance. Minor immaterial deviations do not constitute a failure of acceptance.

4. Client Responsibilities

• Provide Accurate Information. You will supply timely access to materials, personnel, credentials, and decision‑makers.
• Content Ownership. You warrant that Client Content does not infringe any third‑party rights and grant us a non‑exclusive license to use it to perform the Services.
• Compliance. You are responsible for your own compliance with laws, regulations, and platform terms (e.g., Google Ads policies, social‑media guidelines).

5. Fees, Invoicing, and Payment

1. Pricing. Fees are stated in the SOW and may be fixed, hourly, retainer‑based, or performance‑based.
2. Invoicing. Unless otherwise stated, invoices are issued monthly in advance and payable within ten (10) calendar days of the invoice date.
3. Late Payments. Overdue balances accrue interest at 1.5% per month (or the maximum rate permitted by law) plus collection costs.
4. Suspension. We may suspend work or withhold Deliverables until all outstanding amounts are paid.

6. Intellectual‑Property Rights

7. Confidentiality

Each party agrees to keep confidential all proprietary or sensitive information received from the other and to use it only for purposes of this Agreement. This obligation continues for three (3) years after termination, except for trade secrets, which must remain confidential until they enter the public domain.

8. Data Protection & Privacy

1. Compliance. We process personal data in accordance with applicable privacy laws (e.g., GDPR where relevant).
2. Data Processing Addendum (DPA). If required, the parties will execute a DPA setting out roles (Controller/Processor), processing purposes, and security measures.
3. Security. We maintain reasonable administrative, technical, and physical safeguards to protect personal data.

9. Third‑Party Services

Our work may integrate or rely on third‑party vendors, APIs, hosting providers, or platforms (collectively, “Third‑Party Services”). You acknowledge:

• Third‑Party Services are subject to their own terms.
• Availability, pricing, or functionality may change without notice.
• We are not liable for downtime or losses caused by Third‑Party Services.

10. Warranties

1. Mutual Warranty. Each party warrants it has the power to enter into this Agreement.
2. Our Limited Warranty. For thirty (30) days after acceptance, we warrant Deliverables will materially conform to the SOW. Your sole remedy for breach is correction or re‑performance.
3. Disclaimer. Except as expressly set out, Services and Deliverables are provided “as‑is,” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non‑infringement.

11. Limitation of Liability

To the fullest extent permitted by law:

• Indirect Damages Excluded. Neither party is liable for lost profits, loss of data, or other consequential, incidental, special, or punitive damages.
• Aggregate Cap. Our total liability under this Agreement shall not exceed the total fees paid to us in the six (6) months preceding the claim.
• Exceptions. The above limitations do not apply to: (a) willful misconduct; (b) breach of confidentiality; (c) infringement indemnities.

12. Indemnification

1. By Us. We will defend and indemnify you against third‑party claims alleging that our original Deliverables infringe intellectual‑property rights, provided you promptly notify us and allow us to control the defense.
2. By You. You will defend and indemnify us against claims arising from (a) Client Content, (b) your misuse of the Services, or (c) your violation of laws.

13. Term and Termination

Upon termination:

• You pay all fees accrued through the date of termination.
• Licenses granted to you remain in effect for accepted Deliverables, provided fees are paid.
• Confidentiality obligations survive.

14. Force Majeure

Neither party is liable for delays or failures caused by Force Majeure. The affected party will notify the other and resume performance as soon as practicable.

15. Governing Law & Dispute Resolution

1. Governing Law. These Terms are governed by the laws of Bangladesh, without regard to conflict‑of‑law rules.
2. Informal Resolution. Parties will attempt to resolve disputes by good‑faith negotiation within thirty (30) days.
3. Jurisdiction. If unresolved, disputes shall be submitted to the exclusive jurisdiction of the courts of Dhaka, Bangladesh.
4. Injunctive Relief. Nothing prevents either party from seeking urgent injunctive relief in any competent court.

16. Miscellaneous

• Severability. If any provision is unenforceable, the remainder remains in effect.
• No Waiver. A party’s failure to enforce a right is not a waiver.
• Assignment. Neither party may assign this Agreement without the other’s prior written consent, except to a successor in a merger or acquisition.
• Entire Agreement. These Terms plus any SOWs constitute the entire agreement and supersede all prior discussions.
• Amendments. We may update these Terms by posting a revised version on the Site. Continued use after the “Last updated” date constitutes acceptance.

17. Contact Us

If you have any questions about these Terms or wish to send legal notices, write to:

Core IT Solutions]
Email: info@coreitsolutions.org
Phone: +12678000915

Thank you for choosing Core IT Solutions.

By continuing to browse our Site or engage our Services, you acknowledge that you have read, understood, and agree to abide by these Terms.