DigiDecide Client Services Agreement

Version 1.1 · effective 5 November 2026. This Agreement is the contract between DigiDecide and every client; no work starts until the client has accepted it.

1. Parties and acceptance

1. "DigiDecide", "we" or "us" means DigiDecide, India (contact details are in your client account). "Client" or "you" means the person or company that orders or uses our services.
2. You accept this Agreement by any of these: ticking "I agree" in the DigiDecide client portal (LeadFlow), signing it, accepting a quote or order that refers to it, or paying an invoice. Each is a binding acceptance.
3. Electronic acceptance is valid and enforceable under India's Information Technology Act, 2000, the US ESIGN Act and similar laws. We keep a record of each acceptance: the account, email, date and time, version accepted and the device or browser used. You agree this record is proof of your acceptance.
4. The person who accepts confirms they are at least 18 and have authority to bind the client company. If they do not, they are personally bound.

2. Definitions

1. "Services": lead research, list building, data enrichment, email verification, cold email outreach, appointment setting, dedicated researchers and any related work we agree to do.
2. "Order": a quote, order form, plan, proposal or request in the portal that you approve, stating the scope, quantity, price and delivery date.
3. "Brief": your written description of the target leads (industry, location, company size, job titles, fields, exclusions).
4. "Deliverables": the lead files, reports, copy and other results we deliver to you under an Order.
5. "Client Data": information you give us, including your customer and do-not-contact lists, domains and mailbox access.

3. Services and orders

1. We provide the Services described in each Order. If an Order and this Agreement differ on price, quantity or dates, the Order wins; on everything else, this Agreement wins.
2. Research starts only after you approve the Brief and, for new clients, the free sample.
3. Changes to an approved Order (new fields, locations, volume or channels) need your written approval of the new price and dates.
4. Delivery dates are estimates made in good faith. They move by any time we spend waiting for your answers, approvals, access or payment.
5. We may use our own staff, contractors and software tools to provide the Services, and we remain responsible for their work.

4. Your obligations and lawful use

1. You will give accurate Briefs and information, answer our questions within 2 working days, and share your do-not-contact list before research starts.
2. You are solely responsible for how you use the Deliverables and for all messages, calls and texts sent to the contacts, whether sent by you or by us on your instructions. You will comply with all laws that apply, including CAN-SPAM, the TCPA and national and state Do-Not-Call rules (US), CASL (Canada), GDPR and UK GDPR, India's Digital Personal Data Protection Act, 2023, and anti-spam and privacy laws in every country you contact.
3. You will not use the Deliverables to decide anyone's eligibility for credit, insurance, employment, housing or any other purpose covered by the US Fair Credit Reporting Act or similar laws. Our data is for business marketing and research only.
4. You will not use the Deliverables or our Services for anything unlawful, harassing, deceptive or discriminatory, and you will not resell the Deliverables as a data product without our written consent.
5. You confirm you have the right to give us Client Data and to let us send email from any domain or mailbox you provide or approve.
6. We may refuse, pause or stop work that we reasonably believe breaks the law or this Agreement, without liability.

5. Fees, invoices and payment

1. Fees are as stated in the Order or in the DigiDecide price list in force when the Order is approved. All amounts are in US dollars unless the Order says otherwise.
2. Payment schedule: orders under USD 300, 100% before work starts; orders of USD 300 or more, 50% before work starts and 50% on delivery, before the full file is released; monthly plans, in advance each month; per-meeting fees, monthly in arrears; setup fees, with the first month.
3. Invoices are due within 7 days. Late amounts carry interest of 1.5% a month, or the highest rate the law allows if lower, from the due date. We may pause all work and portal downloads while any amount is overdue.
4. Fees exclude taxes, bank charges and transfer fees, which you pay. You pay the full invoice without set-off or deduction.
5. You will raise any billing question with us in writing within 15 days of the invoice before contacting your bank or payment provider. A chargeback or payment dispute raised without doing so, or after the Deliverables were delivered, is a breach of this Agreement; you remain liable for the fees and for reasonable costs of recovering them.
6. Monthly plans renew each month until either party gives 15 days' written notice. A setup fee waived for a 3-month commitment becomes payable if you end the plan before 3 months.
7. Where the contract was made through a third-party freelance marketplace, payments go through that marketplace and its payment terms apply to them.

6. Delivery, acceptance and quality guarantee

1. Deliverables are delivered in the client portal as CSV or Excel files, or as agreed in the Order.
2. You have 7 days after each delivery to report in writing that it does not meet the approved Brief. After 7 days, the delivery is accepted.
3. Quality guarantee: if more than 5% of the emails we mark as verified in a delivery hard-bounce, or a lead clearly does not match the approved Brief, we will replace those leads free, provided you claim within 14 days of delivery with the bounce report or the list of leads.
4. Not covered: emails marked "accept-all", "catch-all" or "unverified"; phone numbers; leads older than 30 days from delivery; changes in a contact's job or company after delivery; and leads excluded by your own later changes to the Brief.
5. Replacement under this section is your sole and exclusive remedy for defective Deliverables. Refunds are given only for work we have not started.

7. No other warranties

1. We provide the Services with reasonable skill and care. Except for the quality guarantee in section 6, the Services and Deliverables are provided "as is" and "as available".
2. Business data changes constantly. We do not warrant that any data is complete, current or error-free, and we do not guarantee any number of replies, meetings, sales or revenue unless an Order states a guaranteed result in writing.
3. To the fullest extent the law allows, all other warranties, express or implied, including merchantability and fitness for a particular purpose, are excluded.

8. Data protection

1. We research business contact information from public business sources (company websites, maps, directories and professional profiles) and licensed data tools. We do not knowingly collect sensitive personal data, data about children, or data from private or protected sources.
2. For your outreach, you decide why and how contacts are used, and you are the controller (data fiduciary) of that use. When we handle Client Data or run outreach for you, we act on your instructions as your processor.
3. We keep Client Data and Deliverables in a secured database, limited to the people who work on your account. We will tell you without undue delay, and within 72 hours where possible, if we become aware of a breach affecting your data.
4. We honour opt-out and unsubscribe requests we receive, and keep suppression lists to make sure they are not contacted again.
5. On written request, or when the work ends, we will delete or return your Client Data within 30 days, except where the law requires us to keep it.

9. Cold email outreach and appointment setting

1. You are the sender of record for outreach run on your behalf. Every email includes your real postal address and a working unsubscribe link, and you approve the copy before sending starts.
2. To protect deliverability, we warm up new mailboxes, keep safe daily sending limits, and may pause a campaign when bounce or complaint rates rise.
3. Before appointment setting starts, we agree in writing what a qualified meeting is. A meeting is billable when the prospect attends at least 10 minutes. No-shows are not billed. You must dispute a held meeting within 3 working days, with reasons, or it is billable.

10. Confidentiality

1. Each party will keep the other's confidential information (Briefs, customer lists, prices, campaign results, methods and portal content) secret and use it only for this Agreement.
2. This does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or must be disclosed by law. The receiving party will give notice of a legal demand where allowed.
3. This duty lasts during the Agreement and for 3 years after it ends.

11. Ownership and licences

1. Once you have paid in full, you own the Deliverables made for you and may use them for your own business, and for your own clients if you are an agency, under section 4.
2. We keep all rights in our tools, methods, templates, know-how and the LeadFlow platform. You receive a limited, non-transferable right to use the portal while the Agreement is in force.
3. We may keep anonymised, aggregated statistics. We will name you as a client or publish a case study only with your written permission.
4. Each list is built for you, and we will not sell the same compiled list to anyone else.

12. Non-solicitation

During the Agreement and for 12 months after it ends, you will not hire or engage, directly or through others, any DigiDecide employee or contractor who worked on your account, without our written consent. If you do, you will pay us a placement fee equal to 6 months of that person's fees under your plan.

13. Indemnity

1. You will defend, indemnify and hold harmless DigiDecide, its owner, staff and contractors from all claims, fines, losses and reasonable legal costs arising from: your use of the Deliverables; messages, calls or texts sent to contacts for you or by you; the content, offers and domains you provide or approve; your breach of section 4 or of any law; and Client Data you give us.
2. We will indemnify you against third-party claims caused directly by our wilful misconduct or by our knowingly unlawful collection of data.

14. Limitation of liability

1. Neither party is liable for indirect, incidental, special or consequential losses, or for loss of profit, revenue, business, goodwill or data.
2. Our total liability under or in connection with this Agreement, however it arises, is limited to the fees you paid for the Order that gave rise to the claim, or, for monthly plans, the fees paid in the 3 months before the claim.
3. Nothing in this Agreement limits liability that cannot be limited by law, or your obligation to pay fees, or your obligations under sections 4 and 13.

15. Term, suspension and termination

1. This Agreement starts when you accept it and continues until all Orders and plans have ended.
2. Either party may end a monthly plan with 15 days' written notice. Either party may end this Agreement at once by written notice if the other materially breaches it and does not fix the breach within 7 days of notice.
3. We may suspend the Services immediately for non-payment, suspected unlawful use, or a threat to our systems, mailboxes or domains.
4. When the Agreement ends, you pay for all work done and Deliverables delivered up to that day, and we hand over completed Deliverables once paid.
5. Sections 4, 5 (for amounts owed), 7, 8, 10, 11, 12, 13, 14, 16 and 17 continue after the Agreement ends.

16. General

1. Independent parties: we are an independent contractor. Nothing creates a partnership, joint venture, agency or employment.
2. Force majeure: neither party is liable for delay caused by events beyond its reasonable control, such as natural disasters, power or internet failures, government action, or outages of third-party platforms, except for payment obligations.
3. Notices: notices are given by email to the addresses on the client account and to the DigiDecide email address shown in the client account, and take effect on the next working day.
4. Entire agreement: this Agreement, the Orders and the price list are the whole agreement and replace all earlier discussions. Your own purchase terms do not apply even if referred to in a purchase order.
5. Changes: we may update this Agreement by publishing a new version in the portal with at least 30 days' notice. Continuing to place Orders after that date means you accept the new version. Orders already approved stay under the version that applied when approved.
6. Assignment: you may not transfer this Agreement without our written consent. We may transfer it to a successor of our business.
7. Severability and waiver: if any part is held invalid, the rest stays in force and the invalid part is replaced by the closest valid term. A delay in enforcing a right is not a waiver.
8. No third party has rights under this Agreement.

17. Governing law and disputes

1. This Agreement is governed by the laws of India.
2. The parties will first try to settle any dispute in good faith by written notice and discussion for 30 days.
3. Any dispute not settled will be finally decided by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement of both parties or, if they do not agree within 30 days, as that Act provides. The seat of arbitration is Vijayawada, Andhra Pradesh; the language is English; hearings may be held online.
4. Subject to arbitration, the courts at Vijayawada, Andhra Pradesh have exclusive jurisdiction. Either party may seek urgent injunctive relief in any competent court.
5. Any claim must be brought within 1 year after the facts giving rise to it arose, unless the law requires a longer period.

Acceptance

By ticking "I agree" in the portal, signing below, approving an Order or paying an invoice, the client confirms it has read, understood and accepted this Agreement.

Client company: ____________________ · Name and title: ____________________

Signature: ____________________ · Date: ____________

For DigiDecide: ____________________ · Date: ____________