Terms and Conditions

Effective Date: January 1, 2024 | Last Updated: 7/5/2026

1. Acceptance of Terms and Legally Binding Agreement

Welcome to Khoj Digital. These Terms and Conditions ("Terms," "Agreement") govern your access to and use of our website (khojdigital.com) and the suite of digital engineering, search engine optimization (SEO), performance marketing, and software development services (collectively, the "Services") provided by Khoj Digital ("we," "us," "our").

By accessing the website, utilizing our consultation features, or signing a Statement of Work (SOW) or Master Services Agreement (MSA) with us, you ("Client," "User," "you") acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you are entering into this Agreement on behalf of a company, corporation, or other legal entity, you represent and warrant that you possess the legal authority to bind that entity to these Terms. If you do not possess such authority, or if you do not agree with any provision of these Terms, you must not access or use our Services.

2. Scope of Services and Project Execution

2.1. Statements of Work (SOW)

The specific deliverables, timelines, milestones, and technical specifications for any project undertaken by Khoj Digital will be detailed in a separate, mutually agreed-upon Statement of Work (SOW) or Master Services Agreement (MSA). In the event of a conflict between these general Terms and a signed SOW, the specific provisions of the SOW shall supersede these Terms.

2.2. Service Modifications and Scope Creep

Khoj Digital operates on highly optimized, mathematically driven engineering and marketing pipelines. Any request by the Client to add features, alter design architecture, or change strategic direction after an SOW has been approved constitutes "Scope Creep." Such modifications must be submitted in writing and will require a formal Change Order, which may result in adjustments to project timelines and additional billing at our standard hourly or milestone rates.

2.3. Client Responsibilities and Delays

Our ability to execute rapidly depends on the Client's timely provision of necessary assets, including but not limited to brand guidelines, server access credentials, ad account permissions, approval of wireframes, and payment of invoices. If a project is delayed by more than ten (10) business days due to the Client's failure to provide requested assets or feedback, Khoj Digital reserves the right to pause the project and reallocate engineering resources. Resumption of a paused project may incur a remobilization fee.

3. Intellectual Property Rights and Ownership

3.1. Pre-existing Intellectual Property

Khoj Digital retains all rights, title, and interest in and to our proprietary software codebases, boilerplate templates, AI automation scripts, internal SEO pipelines, and overarching strategic frameworks (collectively, "Agency IP") developed prior to or independently of the Client's project. The Client is granted a non-exclusive, non-transferable license to utilize the Agency IP strictly to the extent it is embedded within the final delivered project.

3.2. Work Product Ownership

Upon full and final payment of all outstanding invoices related to a specific SOW, Khoj Digital transfers and assigns to the Client all rights, title, and interest in the custom deliverables explicitly created for the Client (e.g., specific website designs, ad creatives, custom-written blog content). Until full payment is received, Khoj Digital retains absolute ownership of all work product and reserves the right to withhold code deployment, suspend ad campaigns, or remove hosted assets.

3.3. Portfolio and Promotional Rights

Unless explicitly restricted by a signed Non-Disclosure Agreement (NDA), Khoj Digital reserves the irrevocable right to use the Client's name, logo, project screenshots, performance metrics, and general project descriptions in our portfolio, case studies, pitch decks, and marketing materials to demonstrate our expertise.

4. Financial Terms, Billing, and Payments

4.1. Invoicing and Payment Schedules

Payment terms are strictly dictated by the signed SOW. For one-time development projects, a standard schedule requires a 50% non-refundable mobilization deposit prior to the commencement of any work, with the remaining balance due upon milestone completion or prior to live deployment. For ongoing monthly retainers (e.g., SEO, Performance Ads), invoices are generated on the 1st of the month and are payable net-7 days.

4.2. Late Payments and Service Suspension

Time is of the essence regarding payments. If an invoice remains unpaid three (3) days past its due date, Khoj Digital will issue a written warning. If the invoice remains unpaid seven (7) days past its due date, Khoj Digital reserves the right to immediately suspend all active services, pause ad campaigns, restrict server access, and halt all engineering work. Late payments are subject to a compounding interest charge of 1.5% per month (18% annually) or the maximum amount permitted by law, whichever is lower.

4.3. Third-Party Costs

Unless explicitly stated in the SOW, the Client is solely responsible for all direct third-party expenses. This includes, but is not limited to, Google Ads/Meta Ads ad spend (billed directly to the Client's credit card by the platform), premium Vercel hosting tiers, Shopify Plus subscriptions, domain registration fees, and paid font licenses.

5. Performance Guarantees and Disclaimers

5.1. The Reality of Digital Marketing

Khoj Digital employs elite, data-backed methodologies. However, we do not own Google, Meta, or any other third-party platform. Search engine algorithms change constantly, and market competition fluctuates. Therefore, unless explicitly documented in a separate "90-Day ROI Guarantee Contract" (which carries specific qualifying conditions and premium pricing), Khoj Digital makes no legally binding guarantees regarding specific numerical outcomes, including but not limited to exact SERP rankings (e.g., "Rank #1 for [Keyword]"), precise cost-per-acquisition (CPA) targets, or guaranteed sales volumes.

5.2. "As-Is" Service Delivery

To the maximum extent permitted by applicable law, our Services are provided on an "As-Is" and "As-Available" basis. Khoj Digital disclaims all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that our code will be 100% bug-free indefinitely or that your website will never experience third-party server downtime.

6. Limitation of Liability

In no event shall Khoj Digital, its founders, directors, employees, contractors, or affiliates be liable to the Client or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages. This includes, without limitation, lost profits, lost revenues, lost data, business interruption, or loss of goodwill arising from your use of, or inability to use, our Services, even if we have been advised of the possibility of such damages.

Notwithstanding anything to the contrary contained herein, Khoj Digital's total aggregate liability to the Client for any cause whatsoever, and regardless of the form of the action, will at all times be strictly limited to the amount paid, if any, by the Client to Khoj Digital for the specific services giving rise to the claim during the three (3) month period immediately preceding the event causing the liability.

7. Term, Termination, and Cancellation

7.1. Termination for Convenience

For ongoing monthly retainers, either party may terminate the Agreement for convenience by providing thirty (30) days written notice to the other party, unless a longer minimum commitment period (e.g., a 6-month or 12-month lock-in) is specified in the SOW. The Client remains fully responsible for all fees incurred up to the effective date of termination.

7.2. Termination for Cause

Khoj Digital reserves the right to terminate the Agreement immediately and without prior notice if the Client breaches any material provision of these Terms, including failure to pay invoices, engaging in abusive or unprofessional behavior toward our staff, or requesting us to engage in illegal, unethical, or "black-hat" practices that violate third-party terms of service.

7.3. Effect of Termination

Upon termination, all outstanding invoices become immediately due and payable. Khoj Digital will package and transfer all finalized, fully-paid assets to the Client. We are not obligated to transfer raw working files, uncompiled source code, or incomplete drafts for unpaid work.

8. Confidentiality and Non-Disclosure

During the course of our engagement, both parties may have access to the other party's confidential and proprietary information (including business plans, financial data, customer lists, and proprietary algorithms). Both parties agree to maintain strict confidentiality, to use such information solely for the purpose of fulfilling the obligations under this Agreement, and not to disclose such information to any third party without prior written consent, except as required by law.

9. Governing Law and Dispute Resolution

These Terms and Conditions, and any separate agreements whereby we provide you Services, shall be governed by and construed strictly in accordance with the laws of India.

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter amicably through good-faith negotiations. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the competent courts located in Bihar, India. The Client hereby consents to the personal jurisdiction and venue of such courts and waives any objections based on forum non conveniens.

10. Severability and Entire Agreement

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole. The invalid provision will be severed, and the remaining provisions will continue in full force and effect.

These Terms, alongside our Privacy Policy and any signed SOWs or MSAs, constitute the entire agreement between Khoj Digital and the Client regarding the use of our Services, superseding all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written.

11. Contact Information for Legal Inquiries

If you require clarification on any of these Terms, or if you need to serve formal legal notice, please contact us at:

Khoj Digital Legal Department
Bihar, India
Email: legal@khojdigital.com
Phone: +91 8178848310 / +91 6295 470 005