Terms of Service

1. Acceptance of Terms & Entity Binding

These Terms of Service ("Terms," "Agreement," or "Master Terms") constitute a legally binding contract entered into by and between Digital Markups ("Company," "we," "us," or "our") and the commercial entity, corporation, enterprise, or individual professional ("Client," "you," or "your") accessing, reviewing, or utilizing our digital properties, diagnostic software modules, advisory frameworks, or technical deployment services.

By accessing our web platforms, submitting diagnostic data, scheduling an architectural consultation, or executing a Statement of Work ("SOW"), you acknowledge that you have read, understood, and agreed to be bound by these Terms in full. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you possess the requisite legal authority to bind that entity to these provisions.

2. Scope of Services & Operational Nature

Digital Markups provides high-performance enterprise revenue operations, conversion architecture, AI workflow automation, and outbound delivery infrastructure. Our offerings operate across two primary phases:

• Diagnostic & Audit Evaluations: Preliminary technical assessments, diagnostic questionnaires, and architecture audit recommendations delivered via web modules or consultative sessions.
• Infrastructure Engineering Deployments: Tailored engineering engagements governed by individualized Statements of Work (SOW) detailing technical specifications, milestone deliveries, software middleware integrations, and fee arrangements.

We operate as specialized operational infrastructure architects. We do not act as an agency or general employment contractor, nor do we provide consumer retail services. All engagements are strictly Business-to-Business (B2B) transactions.

3. Diagnostic Inquiries & Pre-Engagement Data

When utilizing our interactive diagnostic modules or intake forms, you agree to submit true, accurate, and current business metrics. Information provided during diagnostic evaluations is utilized solely for technical scoping, revenue bottleneck modeling, and consultation preparation.

Automated diagnostic benchmarks, financial loss projections, or system estimates rendered via our online modules represent preliminary mathematical models based on industry aggregate research and do not constitute formal commercial warranties, guarantees of future earnings, or binding quotes prior to a bilaterally executed SOW.

4. Intellectual Property Rights & Ownership

5. Client Obligations & System Access Governance

To enable effective architecture deployment, Client agrees to:

• Provide timely administrative access, DNS configuration authority, API credentials, and software authorization required for integration.
• Maintain full legal ownership or authorization for all domains, mailing lists, customer records, and software licenses utilized during an engagement.
• Comply with all applicable statutory regulations regarding commercial communications, including the European Union ePrivacy Directive (Directive 2002/58/EC), GDPR, and international electronic messaging standards.
• Refrain from reverse-engineering, decompiling, reselling, or commercially sublicensing Company Technology to third-party commercial entities.

6. Fees, Billing & Commercial Terms

All fees, invoicing milestones, billing cycles, and payment schedules are set forth in individualized Statements of Work. Unless expressly stated otherwise:

• All commercial fees are quoted in Euros (EUR) or US Dollars (USD) and exclude Value Added Tax (VAT), sales taxes, or applicable statutory levies, which remain Client's responsibility.
• Due to the intensive technical allocation and operational engineering involved, deployment retainers and architecture audit fees are strictly non-refundable once engineering sprints have commenced.
• Invoices are payable within fourteen (14) calendar days from receipt. Delinquent balances accrue statutory late payment interest under European Directive 2011/7/EU at the rate of 8% above the European Central Bank reference rate.

7. Confidentiality & Non-Disclosure

Each party ("Receiving Party") agrees to protect all non-public technical, commercial, financial, and strategic information disclosed by the other party ("Disclosing Party") with the same degree of care it exercises regarding its own confidential assets, but in no event less than reasonable care. Confidential Information shall not be disclosed to any third party without prior written authorization, except to authorized employees, contractors, and sub-processors bound by equivalent confidentiality covenants.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STipulated IN AN EXECUTED STATEMENT OF WORK, ALL DIGITAL PLATFORMS, DIAGNOSTIC EVALUATIONS, AND ARCHITECTURAL SCHEMATICS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. DIGITAL MARKUPS DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THIRD-PARTY PLATFORMS (INCLUDING BUT NOT LIMITED TO GOOGLE WORKSPACE, MICROSOFT 365, META ADS, HUBSPOT, OR HOSTING PROVIDERS) WILL REMAIN ERROR-FREE, UNINTERRUPTED, OR FREE FROM UNILATERAL ALGORITHMIC OR POLICY ALTERATIONS BEYOND OUR CONTROL.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN THE EUROPEAN UNION AND MEMBER STATES:

• NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, CORRUPTION OF DATA, OR SYSTEM DOWNTIME, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).
• THE TOTAL AGGREGATE LIABILITY OF DIGITAL MARKUPS FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE ACTUAL FEES PAID BY CLIENT TO DIGITAL MARKUPS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

Client shall defend, indemnify, and hold harmless Digital Markups, its affiliates, directors, officers, engineers, and agents against any third-party claims, regulatory enforcement actions, liabilities, damages, fines, and legal expenses arising out of: (i) Client's breach of applicable privacy, anti-spam, or consumer protection statutes; (ii) unlawful acquisition, unverified harvesting, or improper processing of third-party contact lists; or (iii) intellectual property infringement resulting from Client Data or proprietary content provided by Client.

11. Term & Termination

This Agreement remains in effect for as long as you access the platform or maintain an active deployment engagement. Either party may terminate an engagement or Statement of Work: (i) immediately for cause upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice; or (ii) immediately if either party becomes insolvent, files for bankruptcy, or ceases ordinary commercial operations.

Upon termination, all licenses granted to Client for unpaid Work Product immediately terminate, and each party shall promptly return or destroy the other party's Confidential Information.

12. Governing Law & Dispute Resolution

This Agreement, its interpretation, validity, performance, and all disputes or claims arising out of or in connection with it (including non-contractual disputes) shall be governed by, and construed in accordance with, the laws of the European Union and the domestic legislation of an EU Member State, excluding conflicts of law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Prior to initiating formal legal proceedings, the parties agree to engage in mandatory good-faith executive negotiations for a period of thirty (30) days following written notice of dispute. Any unresolved dispute, controversy, or claim shall be submitted to the exclusive jurisdiction of the competent commercial courts situated within the designated European Union member state.

13. General Provisions & Severability

If any provision of these Terms is deemed invalid, void, or unenforceable by an authorized court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to reflect the original commercial intent, and the remaining provisions shall continue in full force and effect. No failure or delay by either party in exercising any right or remedy shall constitute a waiver thereof.

These Terms, together with any executed SOW and our Privacy Policy, constitute the entire agreement between the parties concerning its subject matter and supersede all prior oral or written agreements, negotiations, or understandings.