Terms and Conditions

Welcome to KNR Digital ("Company," "we," "our," or "us"). These Terms and Conditions ("Terms") govern your access to and use of our website located at knrdigital.com (the "Website") and our web development, digital marketing, and related services (the "Services").

By accessing our Website or engaging our Services, you ("Client," "you," or "your") agree to be bound by these Terms and all applicable laws and regulations. If you do not agree with any of these Terms, you are prohibited from using or accessing our Website and Services.

Methods of Acceptance

You accept these Terms by:

• Accessing or using our Website
• Engaging our Services through any means
• Signing a service agreement that references these Terms
• Making a payment for our Services
• Clicking "I Accept" or similar buttons on our Website

Capacity to Accept

By accepting these Terms, you represent and warrant that:

• You are at least 18 years old
• You have the legal capacity to enter into binding agreements
• You are authorized to act on behalf of your organization (if applicable)
• Your acceptance does not violate any applicable laws or agreements

Corporate Acceptance

If you are accepting these Terms on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

For the purposes of these Terms, the following definitions apply:

Core Services

KNR Digital provides the following services:

• Web Development: Custom website design and development, responsive design, CMS implementation
• E-commerce Solutions: Online store development, payment integration, inventory management
• Digital Marketing: SEO, social media marketing, content marketing, PPC advertising
• Maintenance & Support: Website updates, security monitoring, technical support
• Consulting Services: Digital strategy, technical consulting, performance optimization

Service Specifications

Specific service details, timelines, and deliverables will be outlined in:

• Project proposals and statements of work
• Service agreements and contracts
• Project specifications and requirements documents
• Written communications confirming service scope

Service Modifications

We reserve the right to:

• Modify or discontinue services with 30 days' notice
• Update service features and functionalities
• Implement new technologies and methodologies
• Adjust pricing for future projects

Content and Materials

You are responsible for:

• Providing accurate and complete project requirements
• Supplying necessary content, images, and materials
• Ensuring all provided content is original or properly licensed
• Reviewing and approving deliverables in a timely manner
• Providing feedback and revisions within agreed timeframes

Technical Requirements

You agree to:

• Provide access to necessary systems, accounts, and platforms
• Maintain current backups of your existing website and data
• Ensure domain name and hosting arrangements are properly configured
• Install and maintain recommended security updates
• Provide technical specifications and integration requirements

Communication and Collaboration

You commit to:

• Participating in scheduled meetings and reviews
• Responding to requests for information within 5 business days
• Designating authorized representatives for project decisions
• Providing constructive feedback and clear direction
• Notifying us promptly of any changes in requirements

Legal and Compliance

You represent and warrant that:

• You own or have rights to all provided materials
• Your project complies with all applicable laws and regulations
• You will not use our Services for illegal or harmful purposes
• You have necessary permits and licenses for your business
• Your content does not infringe on third-party rights

Pricing and Fees

• Project Fees: As specified in project proposals and agreements
• Hourly Rates: Applied for scope changes and additional work
• Recurring Fees: For ongoing maintenance and support services
• Third-Party Costs: Domain registration, hosting, licenses, and tools
• Rush Fees: 50% surcharge for expedited project timelines

Payment Schedule

Standard payment terms:

• Deposit: 50% of project fee due upon agreement signing
• Milestone Payments: As specified in project timeline
• Final Payment: Due upon project completion and delivery
• Monthly Services: Due on the 1st of each month
• Invoices: Net 30 days unless otherwise specified

Payment Methods

We accept the following payment methods:

• Credit cards (Visa, MasterCard, American Express)
• Bank transfers and wire transfers
• ACH payments
• PayPal and other online payment platforms
• Checks (for established clients only)

Late Payments

Late payment terms:

• Late Fee: 1.5% per month on overdue amounts
• Service Suspension: After 15 days past due
• Collection Costs: Client responsible for collection expenses
• Legal Action: Right to pursue legal remedies

Refunds and Cancellations

• Deposits: Non-refundable once work begins
• Completed Work: Payments for delivered work are non-refundable
• Cancellation: 30 days' written notice required
• Early Termination: Payment due for work completed to date
• Dispute Resolution: Subject to dispute resolution procedures

Client Ownership

Upon full payment, you own:

• Custom code and design work created specifically for your project
• Final delivered website files and databases
• Content and materials you provided
• Project-specific documentation and training materials
• Customizations and configurations unique to your project

KNR Digital Ownership

We retain ownership of:

• Pre-existing code, frameworks, and development tools
• Proprietary methodologies and processes
• Reusable code components and libraries
• General knowledge and expertise gained
• Company trademarks, logos, and brand materials

Third-Party Rights

Certain elements may be owned by third parties:

• Licensed software, plugins, and frameworks
• Stock photography and licensed imagery
• Fonts and typography systems
• Third-party APIs and integrations
• Open-source components and libraries

License Grants

We grant you a non-exclusive, perpetual license to:

• Use delivered work for your business purposes
• Modify and update the delivered work
• Create derivative works based on delivered materials
• Transfer rights with business sale or acquisition

Portfolio and Marketing

Unless otherwise agreed in writing, we may:

• Include your project in our portfolio
• Use project images and descriptions for marketing
• Reference your company as a client
• Create case studies based on our work
• Display work samples at conferences and events

Our Warranties

We warrant that:

• Services will be performed in a professional manner
• Work will conform to agreed specifications
• We have the right to provide the Services
• Services will not infringe third-party rights
• We will use industry-standard security practices

Warranty Period

• Bug Fixes: 90 days from project completion
• Functionality Issues: 30 days from delivery
• Security Updates: As part of maintenance agreements
• Third-Party Issues: No warranty on external services

Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE MAKE NO WARRANTIES AND DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

• MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT OF THIRD-PARTY RIGHTS
• ACCURACY OR COMPLETENESS OF RESULTS
• UNINTERRUPTED OR ERROR-FREE OPERATION
• COMPATIBILITY WITH ALL SYSTEMS OR SOFTWARE

Technology Limitations

We cannot warrant:

• Compatibility with all browsers and devices
• Performance on all hosting environments
• Availability of third-party services
• Future compatibility with software updates
• Protection against all security threats

Maximum Liability

Our total liability for all claims arising from or related to the Services shall not exceed the total amount paid by you to KNR Digital in the 12 months preceding the claim.

Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR:

• INDIRECT DAMAGES: Including lost profits, revenue, or savings
• CONSEQUENTIAL DAMAGES: Business interruption or data loss
• INCIDENTAL DAMAGES: Costs of replacement services
• SPECIAL DAMAGES: Punitive or exemplary damages
• THIRD-PARTY DAMAGES: Claims by customers or business partners

Specific Exclusions

We are not liable for damages caused by:

• Third-party services, hosting, or internet connectivity
• Client modifications to delivered work
• Failure to maintain updates or security patches
• Natural disasters or force majeure events
• Acts or omissions of other service providers

Mitigation Obligations

You agree to:

• Implement reasonable backup and recovery procedures
• Maintain current security updates and patches
• Monitor website performance and functionality
• Promptly report issues and concerns
• Take reasonable steps to minimize damages

Time Limitation

Any claim must be brought within one (1) year after the cause of action arises, or such claim will be permanently barred.

Client Indemnification

You agree to indemnify, defend, and hold harmless KNR Digital from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the delivered work or Services
• Content, materials, or data you provide
• Your violation of these Terms
• Your violation of applicable laws or regulations
• Infringement of third-party rights by your content
• Your business operations or products

Our Indemnification

We agree to indemnify you against third-party claims that our original work directly infringes a valid copyright, trademark, or patent, subject to:

• Prompt written notice of the claim
• Our sole control of the defense and settlement
• Your reasonable cooperation in the defense
• The claim not arising from modifications you made
• The claim not involving your content or materials

Indemnification Process

The indemnification process requires:

• Notice: Prompt written notification of claims
• Control: Indemnifying party controls defense
• Cooperation: Full cooperation from both parties
• Settlement: No settlement without written consent
• Documentation: Maintenance of claim records

Exclusive Remedy

Our indemnification obligations stated herein are our sole and exclusive obligations, and your sole and exclusive remedy, for intellectual property infringement claims.

Termination by Client

You may terminate this Agreement by:

• Providing 30 days' written notice
• Paying all outstanding fees and costs
• Returning any confidential information
• Ceasing use of work in progress

Termination by KNR Digital

We may terminate this Agreement:

• For cause with immediate effect
• For non-payment after 30 days' notice
• For material breach after 15 days' notice
• Without cause with 30 days' notice

Cause for Immediate Termination

Either party may terminate immediately for:

• Material breach of Agreement terms
• Insolvency or bankruptcy proceedings
• Illegal or harmful use of Services
• Repeated violations after notice
• Failure to pay undisputed amounts

Effects of Termination

Upon termination:

• All unpaid fees become immediately due
• Each party returns confidential information
• Client receives delivered work completed to date
• Ongoing service access may be suspended
• Surviving provisions remain in effect

Survival

The following sections survive termination:

• Payment obligations
• Intellectual property rights
• Confidentiality obligations
• Limitation of liability
• Indemnification
• Dispute resolution

Confidential Information

Confidential Information includes any non-public information disclosed by either party, including:

• Business strategies and plans
• Financial information and pricing
• Customer lists and data
• Technical specifications and source code
• Marketing strategies and campaigns
• Proprietary processes and methodologies

Confidentiality Obligations

Both parties agree to:

• Maintain confidentiality of all received information
• Use information solely for authorized purposes
• Limit access to employees with legitimate need
• Implement reasonable security measures
• Return or destroy information upon request

Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available without breach
• Was known prior to disclosure
• Is independently developed
• Is required to be disclosed by law
• Is approved for disclosure in writing

Duration

Confidentiality obligations continue for five (5) years after the end of our business relationship or until information becomes publicly available.

Remedies

Breach of confidentiality may result in:

• Immediate injunctive relief
• Damages and lost profits
• Return of all materials
• Termination of Agreement

Force Majeure Events

Neither party shall be liable for delays or failures caused by events beyond their reasonable control, including:

• Natural disasters (earthquakes, floods, storms)
• Government actions or regulations
• War, terrorism, or civil unrest
• Labor strikes or disputes
• Internet or utility outages
• Pandemics or health emergencies
• Cyber attacks or security breaches
• Third-party service failures

Notice Requirements

The affected party must:

• Provide prompt written notice of the force majeure event
• Describe the nature and expected duration
• Provide regular updates on the situation
• Use reasonable efforts to minimize impact
• Resume performance when possible

Mitigation Efforts

Both parties agree to:

• Take reasonable steps to mitigate delays
• Explore alternative solutions
• Maintain communication throughout the event
• Document efforts to resume performance
• Adjust timelines as necessary

Extended Force Majeure

If a force majeure event continues for more than 60 days, either party may:

• Terminate the affected project or Agreement
• Renegotiate terms and timelines
• Suspend performance until resolution
• Seek alternative arrangements

Negotiation First

Before pursuing formal dispute resolution, the parties agree to:

• Attempt good faith negotiations for 30 days
• Involve senior management in discussions
• Document the nature of the dispute
• Exchange relevant information
• Consider reasonable settlement proposals

Mediation

If negotiation fails, disputes shall be submitted to mediation:

• Conducted by a mutually agreed mediator
• Following AAA Commercial Mediation Procedures
• Located in a mutually convenient location
• Costs shared equally between parties
• Confidential and without prejudice

Arbitration

If mediation is unsuccessful, binding arbitration shall be used:

• Single arbitrator selected by mutual agreement
• AAA Commercial Arbitration Rules apply
• Award is final and binding
• Limited discovery to control costs
• Prevailing party may recover reasonable attorneys' fees

Injunctive Relief

Either party may seek temporary or preliminary injunctive relief in court for:

• Breach of confidentiality obligations
• Intellectual property infringement
• Threatened irreparable harm
• Protection of trade secrets

Small Claims Exception

Claims under $10,000 may be pursued in small claims court at either party's option.

Applicable Law

These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

Jurisdiction and Venue

For any disputes not resolved through arbitration, the parties consent to the exclusive jurisdiction and venue of:

• State courts in New Castle County, Delaware
• Federal courts in the District of Delaware
• As appropriate based on the nature of the claim

International Considerations

For international clients:

• Delaware law applies regardless of client location
• UN Convention on International Sale of Goods does not apply
• Local consumer protection laws may provide additional rights
• Currency conversions use rates at time of payment

Compliance with Local Laws

Clients are responsible for ensuring compliance with:

• Local business registration requirements
• Tax obligations and reporting
• Industry-specific regulations
• Data protection and privacy laws
• Accessibility and content standards

Amendment Process

These Terms may only be modified:

• In writing signed by both parties
• Through updated terms posted on our website
• With 30 days' advance notice for material changes
• By mutual agreement in project-specific documents

Website Updates

We may update these Terms by:

• Posting revised terms on our website
• Updating the "Last Modified" date
• Sending email notification to active clients
• Providing notice during service interactions

Acceptance of Changes

Continued use of our Services after changes constitutes acceptance, unless you:

• Provide written notice of objection within 30 days
• Cease using our Services
• Request termination of existing agreements

Project-Specific Terms

Individual projects may have additional terms that:

• Supplement but do not contradict these Terms
• Address project-specific requirements
• Modify timelines and deliverables
• Include special pricing or payment terms

Hierarchy of Terms

In case of conflict, the following order applies:

1. Signed project agreements and statements of work
2. These Terms and Conditions
3. General policies posted on our website
4. Industry standards and best practices

Severability

If any provision of these Terms is found to be unenforceable or invalid:

• The invalid provision will be modified to be enforceable
• The remainder of the Terms remain in full effect
• The overall intent of the Agreement is preserved
• No other provisions are affected

Entire Agreement

These Terms, together with any signed agreements, constitute the entire agreement between the parties and supersede all prior understandings and agreements, whether written or oral.

Assignment

Rights and obligations under these Terms:

• May not be assigned without written consent
• May be assigned in connection with business sale
• Bind successors and permitted assigns
• Cannot be delegated to unauthorized parties

Waiver

Failure to enforce any provision does not constitute a waiver of:

• Future enforcement of that provision
• The right to enforce other provisions
• Any other rights under the Agreement

Electronic Signatures

Electronic signatures and records have the same legal effect as traditional signatures and are acceptable for all purposes under these Terms.

Language

These Terms are drafted in English. Any translations are for convenience only, and the English version controls in case of conflicts.

For questions about these Terms and Conditions or legal matters, please contact us: