Business Terms & Conditions
Terms and Conditions for Digitol SaaS Services
1. Overview
This agreement ("Agreement") governs the terms and conditions under which Executive & Strategic Solutions, LLC ("Company"), operating under the brand Digitol ("Digitol"), provides its software services ("Services") to the customer ("Client"). By subscribing to the Services, the Client agrees to the terms set forth below.
2. Services Provided
2.1 Scope of Services:
The Services include three basic modules: Websites, E-Commerce, and Automation.
The Company also offers authorized reseller services for ISN Partners’ mobile apps under the brand 2CLIXZ and EKM software for printer and copier data capture agents (DCA).
2.2 Subscription Structure:
Services are offered on a Software-as-a-Service (SaaS) model with monthly subscription fees and one-time setup charges.
Clients must commit to a minimum subscription term of 12 months.
3. Intellectual Property (IP) Ownership and Licensing
3.1 Website Content:
Content Provided by Digitol: The Company retains full ownership of all structured content provided for the Client’s website. Clients are granted a non-transferable, revocable license to use this content during their active subscription period. This license terminates upon cancellation of the subscription.
Client’s Existing Content: Any content salvaged from the Client’s existing website remains the sole property of the Client.
Custom Content by Client: Content uploaded by the Client during the subscription term or commissioned from Digitol for an additional fee remains the Client’s property. Such content will be provided to the Client upon termination of the subscription.
3.2 E-Commerce Content:
Syndicated product content, including images, specifications, and attributes, is licensed to the Company and sublicensed to the Client for the duration of the subscription. Neither the Company nor the Client owns this content.
Additional products and content uploaded by the Client remain the Client’s intellectual property.
3.3 Protection Against IP Misuse:
Clients are prohibited from cloning, duplicating, or reverse-engineering the website or its structured content to create derivative works without the Company’s written consent.
Violation of these terms will result in immediate termination of the subscription and potential legal action.
4. Payment Terms
Payments by customers for Digitol Services provided by Executive & Strategic Solutions, LLC will be by credit card unless agreed otherwise between the parties. In advance of entering into the subscription agreement, Executive & Strategic Solutions, LLC will provide a written quotation detailing the services to be provided and the customer will electronically sign the quotation before the provisioning of services commences. Unless negotiated differently, all quotations will consist of two segments of fees. First, there will be one-time setup fees for the different components offered in the quotation which must be paid in full before the provisioning of services commences. Second, there will be monthly subscription fees for ongoing services. The services are provided by Executive & Strategic Solutions, LLC for a minimum of 12 months and any request for cancelation prior to the 12-month anniversary of starting the subscription service will mean the remaining payments in the initial 12-month subscription period must be paid in full.
4.1 Fees:
Subscription fees are billed monthly, and one-time setup charges are invoiced upon agreement.
4.2 Payment Methods:
Payments are due on the invoice date and may be paid on a recurring subscription via credit card or paid directly by ACH. No other forms of payment are accepted.
4.3 Late Payments:
The Company understands that payments may occasionally be delayed due to circumstances such as outdated credit card information or ACH transfers falling on a holiday or weekend. In such cases, the Company will follow up to address any oversight.
Payments that remain overdue for more than 30 days from the invoice date may result in the suspension of Services. This includes taking down the website and e-commerce portal (if applicable) until payment is received.
4.4 Refunds:
Setup charges are non-refundable. Monthly subscription fees are non-refundable once billed.
5. Client Responsibilities
5.1 Access and Content:
The Client is responsible for providing accurate and lawful content for inclusion on their website.
The Client may use the provided CMS to upload custom content, which remains their responsibility.
5.2 Compliance:
The Client must comply with all applicable laws and regulations related to their website and e-commerce operations.
6. Service Termination
6.1 Termination by Client:
Clients may terminate the subscription after the initial 12-month commitment by providing 30 days’ written notice.
6.2 Termination by Company:
The Company reserves the right to terminate Services for breach of this Agreement, including non-payment or misuse of intellectual property.
6.3 Post-Termination:
Upon termination, the Client retains ownership of their custom content and salvaged materials. The Client may request a data export of their proprietary content within 30 days of termination.
All Company-provided content and syndicated product data will no longer be accessible.
7. Hosting and Integrations
7.1 Hosting Services:
The Company provides hosting, SSL certificates, and data storage as part of the subscription.
7.2 Third-Party Integrations:
The Services include integrations with tools like Google Analytics, Google Tag Manager, Google Business, and HubSpot CRM (if applicable).
The Company maintains these integrations during the subscription term.
8. Liability and Indemnification
8.1 Limitation of Liability:
The Company is not liable for any indirect, incidental, or consequential damages arising from the use of the Services.
8.2 Indemnification:
The Client agrees to indemnify the Company against claims, damages, or losses arising from their use of the Services or content.
9. Confidentiality
Both parties agree to maintain the confidentiality of proprietary information shared during the subscription term.
10. Amendments
The Company reserves the right to amend these Terms and Conditions. Clients will be notified of significant changes at least 30 days in advance.
11. Governing Law
This Agreement is governed by the laws of the state of Tennessee, United States.
12. Acceptance
By subscribing to Digitol Services, the Client acknowledges and agrees to these Terms and Conditions.
For any inquiries or clarifications regarding these Terms and Conditions, please contact Executive & Strategic Solutions, LLC.
Executive & Strategic Solutions LLC welcomes your questions or comments regarding the Terms:
Executive & Strategic Solutions LLC P.O. Box 173 Nolensville, TN 37135
Email Address: IanElliott@EandSsolutions.com
Telephone number: 615-478-3544