Terms &
Conditions

1. Agreement Acceptance And Formation

These Terms and Conditions (“Terms,” “Agreement”) constitute a legally binding agreement between you (“Client,” “Customer,” “you”) and Queens Digital Agency Nepal Private Limited, a private limited company incorporated under the Company Act 2063 of Nepal with company registration number [Registration Number], having its registered office at Sano Khari Boat, Shantinagar, Kathmandu 44600, Nepal (“Company,” “Agency,” “we,” “us,” or “our”).

By accessing our website (queensdigital.com.np), engaging our services, signing service agreements, making payments, or otherwise doing business with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, in which case “you” or “Client” shall refer to such entity.

2. Definitions And Interpretation

Services: All digital marketing services provided by the Company including but not limited to search engine optimization (SEO), pay-per-click advertising (PPC), social media marketing, email marketing, content marketing, e-commerce optimization, website development, analytics and reporting, and consulting services.

Service Agreement: Any written agreement, proposal, statement of work, or order form executed between the parties that references these Terms.

Deliverables: All work products, reports, analyses, strategies, campaigns, content, and other materials created or provided by the Company.

Confidential Information: Non-public, proprietary information disclosed by either party including business strategies, financial information, customer data, technical specifications, and trade secrets.

Intellectual Property: All copyrights, trademarks, trade secrets, patents, and other intellectual property rights.

Force Majeure: Events beyond reasonable control including natural disasters, war, terrorism, government actions, labor disputes, and technical failures.

3. Scope Of Services

3.1 Digital Marketing Services:

• Search Engine Optimization including keyword research, on-page optimization, technical SEO, link building, and ranking improvement strategies
• Pay-Per-Click Advertising including Google Ads, Facebook Ads, LinkedIn Ads campaign setup, management, optimization, and reporting
• Social Media Marketing including content creation, posting schedules, community management, and engagement strategies
• Email Marketing including list building, campaign design, automation setup, and performance tracking
• Content Marketing including blog writing, website copy, marketing materials, and content strategy development

3.2 Technical Services:

• Website Development including design, development, hosting setup, and maintenance services
• E-commerce Optimization including platform setup, product optimization, conversion rate optimization, and sales funnel development
• Analytics and Reporting including Google Analytics setup, custom dashboard creation, and monthly performance reports
• Technical SEO including site speed optimization, mobile responsiveness, and search engine compliance

3.3 Consulting Services:

• Digital Strategy Development including market analysis, competitor research, and strategic planning
• Training and Workshops including team training sessions and knowledge transfer programs
• White-Label Services including services provided to other agencies under their brand

4. Client Responsibilities And Obligations

4.1 Information and Access:

• Provide accurate, complete, and current business information, contact details, and marketing materials
• Grant necessary administrative access to websites, social media accounts, advertising platforms, and analytics tools
• Provide brand guidelines, approved messaging, legal disclaimers, and compliance requirements
• Designate authorized representatives for communication and approval processes

4.2 Communication and Response:

• Respond to requests for information, approvals, and feedback within 48-72 hours during business days
• Participate in scheduled meetings, calls, and progress reviews as reasonably requested
• Provide timely feedback on deliverables, campaigns, and strategic recommendations
• Maintain current contact information and notify of any changes affecting service delivery

4.3 Compliance and Legal:

• Ensure all provided materials comply with applicable laws, regulations, and platform policies
• Maintain necessary licenses, permits, and legal compliance for business operations
• Indemnify the Company against claims arising from Client’s business practices or provided materials
• Comply with platform terms of service for Google, Facebook, and other advertising platforms

5. Payment Terms And Financial Obligations

5.1 Service Fees:

• Setup Fees: Due within seven (7) days of service agreement execution
• Monthly Retainers: Due on the first (1st) day of each service month in advance
• Project-Based Fees: Fifty percent (50%) due upon agreement execution, fifty percent (50%) due upon project completion
• Hourly Consulting: Billed monthly based on actual time spent with detailed time tracking

5.2 Advertising Spend:

• Advertising budgets are managed separately from service fees and are not marked up
• Client maintains ownership of all advertising accounts and direct billing relationships
• Minimum monthly advertising spend requirements may apply as specified in service agreements
• Budget changes require written approval and may affect campaign performance timelines

5.3 Payment Processing:

• Payment terms: Net thirty (30) days from invoice date unless otherwise specified
• Late payments subject to 1.5% monthly service charge (18% annual percentage rate)
• Non-payment may result in service suspension or termination without notice
• All fees are exclusive of applicable taxes, duties, and government charges

6. Intellectual Property Rights

6.1 Client Intellectual Property:

• Client retains all rights to existing trademarks, copyrights, trade secrets, and proprietary materials
• Client grants Company limited license to use Client materials solely for providing contracted services
• Company will not use Client materials for other clients or business purposes without written consent

6.2 Company Intellectual Property:

• Company retains rights to proprietary methodologies, processes, templates, and know-how
• Marketing strategies and campaign frameworks remain Company intellectual property unless explicitly transferred
• Company may use general knowledge and experience gained for other clients without disclosing confidential information

6.3 Work Product and Deliverables:

• Custom content created specifically for Client becomes Client property upon full payment
• Generic templates, tools, and processes remain Company property
• Third-party content and tools are governed by respective licensing agreements

7. Performance Warranties And Disclaimers

7.1 Service Warranties:

• Services will be performed with professional skill and care consistent with industry standards
• Services will comply with agreed specifications and deliverable requirements
• Company will use reasonable efforts to meet agreed timelines and performance metrics
• Company will correct any material defects in deliverables at no additional cost

7.2 Performance Disclaimers:

• Marketing results depend on market conditions, competition, and Client cooperation
• Search engine rankings, advertising performance, and conversion rates cannot be guaranteed
• Third-party platform changes may affect campaign performance beyond Company control
• Results may vary based on industry, target audience, and budget allocation

7.3 Excluded Warranties:

EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Limitation Of Liability

8.1 Liability Caps:

• Total liability for any claims shall not exceed the total amount paid by Client in the twelve (12) months preceding the claim
• Maximum liability shall not exceed NPR 500,000 (Five Hundred Thousand Nepalese Rupees) regardless of claim basis
• Liability limitations apply to contract, tort, negligence, and all other legal theories

8.2 Excluded Damages:

IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Client Indemnification:

Client agrees to indemnify and hold Company harmless from claims arising from: (a) Client’s breach of this Agreement, (b) Client’s violation of applicable laws or regulations, (c) third-party claims regarding Client’s materials or business practices, and (d) Client’s misuse of Company services.

9. Confidentiality And Non-disclosure

9.1 Confidentiality Obligations:

• Both parties shall maintain strict confidentiality regarding all confidential information received
• Confidential information may only be used for purposes directly related to service provision
• Disclosure to employees and contractors requires need-to-know basis and confidentiality agreements
• Confidentiality obligations survive termination for three (3) years

9.2 Permitted Disclosures:

• Information that becomes publicly available through no breach of this Agreement
• Information independently developed without use of confidential information
• Information required to be disclosed by law or court order with prior notice if legally permitted
• Aggregated, anonymized data used for benchmarking and industry analysis

10. Termination

10.1 Termination for Convenience:

• Either party may terminate with thirty (30) days written notice without cause
• Client remains responsible for all fees incurred through termination date
• Company will provide reasonable transition assistance for thirty (30) days
• All data and deliverables will be provided in accessible formats

10.2 Termination for Cause:

• Immediate termination for material breach that remains uncured after fifteen (15) days written notice
• Immediate termination for non-payment of undisputed invoices beyond sixty (60) days
• Immediate termination for violation of confidentiality or intellectual property provisions
• Immediate termination for insolvency, bankruptcy, or assignment for benefit of creditors

10.3 Post-Termination:

• Client access to Company systems and platforms terminates immediately
• Confidentiality and intellectual property provisions survive termination
• Client data will be returned or destroyed as requested within reasonable timeframe
• Outstanding payment obligations survive termination

11. Dispute Resolution

11.1 Informal Resolution:

Before initiating formal dispute resolution, parties agree to negotiate in good faith for thirty (30) days. Senior executives from both parties will participate in resolution discussions.

11.2 Binding Arbitration:

• All disputes shall be resolved through binding arbitration under Nepal Arbitration Council rules
• Arbitration proceedings shall be conducted in Kathmandu, Nepal in English language
• Single arbitrator for disputes under NPR 1,000,000; three arbitrators for larger disputes
• Arbitration award shall be final and binding with limited appeal rights

11.3 Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of Nepal, without regard to conflict of law principles. Courts of Kathmandu, Nepal shall have exclusive jurisdiction over any legal proceedings not subject to arbitration.

12. General Provisions

12.1 Entire Agreement: These Terms, together with executed service agreements and statements of work, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.

12.2 Modifications: Modifications must be in writing and signed by authorized representatives of both parties. Company may update these Terms with thirty (30) days notice for future service agreements.

12.3 Assignment: Client may not assign this Agreement without Company’s written consent. Company may assign to affiliated entities or in connection with merger or acquisition.

12.4 Severability: If any provision is deemed invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

12.5 Force Majeure: Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, provided prompt notice is given and reasonable efforts are made to mitigate delays.

12.6 Notices: All legal notices must be in writing and delivered to the addresses specified in service agreements or these Terms. Email notices are acceptable for operational communications but not legal notices.