Terms and Conditions

This document outlines the standard legal terms and conditions between inovlance.com (“We,” “Us,” or “Our”) and you (the “User” or “Client”) governing the use of our website and the provision of our professional services.

1. General Website Use

1. Acceptance: By accessing or using our website, you agree to be bound by these T&Cs and our Privacy Policy. If you disagree with any part of these terms, you must not use our website.
2. Intellectual Property (Website Content): All text, graphics, logos, images, and software on the inovlance.com website belong to Us and are protected by copyright law. You may not reproduce this content for commercial purposes without our written permission.
3. Prohibited Conduct: You agree not to use our website for any unlawful purpose, or in a way that could damage, disable, or impair the site or its security.

2. Client Engagement and Governing Documents

Our services are initiated through a structured process involving multiple documents, all of which form the complete agreement.

Governing Documents: The relationship with any Client is governed by the following documents, in order of precedence:

• The executed Service Agreement (Contract).
• The Proposal / Statement of Work (SOW) which details the specific requirements, scope of services, timeframe, and payment breakdown.
• The Non-Disclosure Agreement (NDA) signed before or concurrently with the Proposal.
• These general Terms and Conditions (T&Cs).

Client Commitment: By signing the Service Agreement, the Client acknowledges having reviewed, understood, and agreed to the specific terms set out in the Proposal and the NDA.

2.1 The Non-Disclosure Agreement (NDA)

The Client acknowledges and agrees that all discussions, business information, strategies, and trade secrets shared during the consultation phase, and after the NDA is signed, are Confidential Information.

The NDA’s terms regarding the protection, non-use, and non-disclosure of this Confidential Information are legally binding and remain in effect as specified within the NDA, regardless of whether a final Service Agreement is executed.

2.2 The Proposal / Statement of Work (SOW)

The SOW is the definitive reference for the project details, including the monthly/weekly breakdown of work, specific services (Web Design, WordPress, SEO, Social Media), and all financial terms.

Scope Creep: Any request by the Client to change the scope, deliverables, or features outlined in the SOW must be submitted in writing and may result in an adjustment to the timeline, fees, or both, requiring a formal Change Order to be signed by both parties.

3. Payment, Fees, and Client Responsibilities

• Payment Terms: All fees, payment schedules, and accepted methods are explicitly detailed in the SOW. Payment is a condition precedent to the performance of Services.
• Suspension of Services: We reserve the right to immediately suspend all work, withhold delivery of any files, and temporarily take down any live website we host or manage if payment is not received by the due date. Suspension of work does not relieve the Client of its payment obligations.
• Non-Refundable Fees: All fees paid for work, services, and third-party expenses already incurred (e.g., domain registration, premium plugin licenses) are non-refundable.
• Client Content & Assets: The Client is responsible for the timely provision of all necessary content (text, images, branding) and access (hosting credentials, platform logins) as defined in the SOW. Any delay in the project timeline resulting from the Client’s failure to provide required assets or feedback will extend the project completion date and may incur additional charges.

4. Service Specifics

4.1 Website Design & WordPress Development

• Revision Rounds: The SOW defines the maximum number of design review and revision rounds included. Revisions exceeding this limit will be billed separately at our standard hourly rate.
• Final Acceptance: Client approval of the final website design, either verbally or in writing, or the act of requesting a live launch, constitutes Final Acceptance of the work. Upon Final Acceptance, any further changes are considered new work and will be subject to additional fees.
• Client Ownership: Upon receipt of final payment, the Client will own the finished website, including all custom code, design files, and content. We retain the right to display the completed project in our portfolio and marketing materials.

4.2 SEO and Digital Marketing

• Performance Disclaimer: We guarantee to use proven, ethical industry techniques (White Hat SEO) to improve your online presence. However, we have no control over search engine algorithms (like Google) or social media platform policies. We do not and cannot guarantee specific search rankings, traffic levels, or sales conversions.
• SEO Interference: The Client agrees not to permit other individuals or agencies to perform SEO work on the website during the term of an active SEO service agreement with us, as this could compromise our efforts and results.

4.3 Paid Advertising (PPC/Ads) Management

• Ad Spend Fund: The Client is responsible for the entire cost of the advertising budget (Ad Spend), which is separate from our management fee. This Ad Spend will be paid directly to the platform (e.g., Google, Facebook, LinkedIn) or funded into a separate account.
• Management Fee: Our fee, as outlined in the SOW, covers the strategic planning, setup, execution, monitoring, and optimization of the ad campaigns.
• Platform Compliance: We are not responsible for the approval or disapproval of ads by the advertising platform (e.g., Google or Meta) due to their policies. We will attempt to adjust and resubmit non-approved ads, but we are not liable for any lost ad spend or opportunity resulting from platform policy decisions.
• No ROI Guarantee: Due to the volatile nature of competitive bidding and market conditions, we do not guarantee a specific Return on Investment (ROI) or minimum number of clicks/conversions from ad campaigns. We guarantee to manage the campaign to the best of our ability to maximize performance within the agreed-upon budget and strategy.

5. Limitation of Liability and Indemnity

• Limitation of Liability: inovlance.com shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits or business interruption, arising from the Services or the use of the website.
• Maximum Liability: Our total cumulative liability to the Client for any and all claims related to the Services shall be limited to the total fees paid by the Client to Us for the specific service under which the liability arose.
• Indemnity (Client Content): The Client agrees to indemnify, defend, and hold harmless inovlance.com against any claims, damages, and expenses (including legal fees) arising from the use of content, materials, or assets provided by the Client that are alleged to infringe on the intellectual property rights of any third party.

6. Termination and Governing Law

• Termination: Either party may terminate the Service Agreement with written notice as defined in the Service Agreement, provided all outstanding fees are paid.
• Effect of Termination: Upon termination, the Client must immediately pay all outstanding invoices. We will transfer ownership of all completed work only after all financial obligations are met.
• Governing Law: These T&Cs, the Service Agreement, and the Proposal shall be governed by the laws of Bangladesh, the United States & Australia.