Definitions
- "Agency" / "we" / "us" / "our" — Hyperlink Agency, a digital marketing and web design firm operating in Karachi, Pakistan.
- "Client" / "you" / "your" — the individual, company, or entity that has engaged Hyperlink Agency or is accessing our website.
- "Services" — any digital marketing, web design and development, SEO, brand strategy, paid media management, content creation, or related services we provide.
- "Agreement" — the service proposal, statement of work, retainer agreement, or any other written agreement between us, together with these Terms.
- "Deliverables" — any tangible or digital outputs produced by us, including websites, ad creatives, reports, and brand assets.
- "Confidential Information" — any non-public information disclosed by either party that is marked confidential or that a reasonable person would consider confidential.
- "Intellectual Property Rights" — all patents, copyrights, trademarks, trade secrets, design rights, and any other proprietary rights worldwide.
Acceptance of Terms
By accessing our website, submitting a contact form, signing a service proposal, making a payment, or engaging with us professionally, you confirm your acceptance of these Terms.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority, you must not accept these Terms or engage our services on behalf of that entity.
We reserve the right to update these Terms at any time. Continued use of our services following notification of any changes constitutes acceptance of those changes.
Scope of Services
3.1 Service Description
The specific services to be provided will be outlined in a written proposal or statement of work agreed upon by both parties. Services may include web design and development, SEO, paid media management, brand identity design, content creation, and social media management.
3.2 Service Standards
We will perform the Services with reasonable skill, care, and diligence, consistent with industry best practices. However, we do not guarantee specific results such as traffic numbers, rankings, or revenue figures, as these are influenced by factors outside our control including algorithm changes and market conditions.
3.3 Subcontracting
We may engage qualified subcontractors to assist in delivering certain Services. Where we do so, we remain fully responsible for the quality and delivery of the work. We will not outsource any core strategic work without your knowledge.
3.4 Scope Changes
Any changes to the agreed scope of Services must be requested in writing and will require a revised proposal or change order. Work outside the original scope is not included in the original fee unless agreed in writing.
3.5 Client Cooperation
Timely and successful delivery depends on your active cooperation, including providing access to required accounts, approving content within agreed timelines, and supplying necessary materials. Delays caused by the Client are not the Agency's responsibility.
Client Obligations
As our Client, you agree to:
- Provide accurate, complete, and timely information, materials, and access needed to deliver the Services.
- Designate a primary point of contact with authority to make project decisions.
- Review and provide feedback on Deliverables within specified timeframes.
- Ensure that any materials you provide are owned by you or properly licensed.
- Ensure that your use of the Deliverables complies with all applicable laws.
- Pay all fees in accordance with the agreed payment schedule.
- Not engage our employees, contractors, or subcontractors directly for 12 months after project completion without our written consent.
Fees & Payment
5.1 Fees
Our fees are set out in the relevant proposal or service agreement. All fees are exclusive of applicable taxes unless stated otherwise. We reserve the right to adjust retainer fees with 30 days' written notice.
5.2 Payment Schedule
- Retainer engagements are invoiced monthly in advance.
- Project-based work requires a 50% deposit before work commences, with the balance due upon completion or at agreed milestones.
- Ad spend budgets must be funded in advance and are separate from our management fees.
5.3 Late Payments
Invoices are due within 14 days of the invoice date. Late payments will incur interest at 2% per month on the outstanding balance. We reserve the right to pause Services where invoices remain unpaid beyond 30 days.
5.4 Expenses
Pre-approved out-of-pocket expenses (e.g., stock photography, premium tools) will be billed at cost with supporting receipts.
5.5 Refunds
All fees paid are non-refundable once work has commenced, except where we have materially failed to deliver agreed Services. Deposits are non-refundable in all circumstances.
Intellectual Property & Ownership
6.1 Client-Owned Materials
All content, assets, and materials you provide remain your property. You grant us a non-exclusive, royalty-free licence to use Client Materials solely for delivering the Services.
6.2 Agency Pre-Existing IP
We retain ownership of all tools, templates, frameworks, methodologies, and pre-existing Intellectual Property used in delivering the Services. Nothing in these Terms transfers ownership of Agency IP to you.
6.3 Deliverables Ownership
Upon receipt of full payment, we assign to you all Intellectual Property Rights in the Deliverables specifically created for you, excluding any Agency IP embedded within them (for which you receive a perpetual, royalty-free licence to use).
6.4 Portfolio Rights
Unless you notify us in writing of your objection, we reserve the right to display Deliverables in our portfolio, case studies, and marketing materials.
Confidentiality
Both parties agree to hold each other's Confidential Information in strict confidence and not disclose it to any third party without prior written consent, except to employees or advisers who need it to perform their duties and are bound by equivalent confidentiality obligations, or where required by law.
This confidentiality obligation survives termination of the Agreement for a period of 3 years.
Warranties & Disclaimers
8.1 Our Warranties
We warrant that: (a) we have the right and authority to enter into this Agreement; (b) the Services will be performed with professional skill and care; and (c) the Deliverables will not knowingly infringe any third-party Intellectual Property Rights.
8.2 Client Warranties
You warrant that: (a) you have the right and authority to enter into this Agreement; (b) Client Materials do not infringe third-party rights; and (c) your use of the Deliverables will comply with all applicable laws.
8.3 Disclaimer of Results
We make no warranty or guarantee regarding specific business outcomes, revenue growth, search rankings, ad performance, or any other measurable results. Digital marketing results are variable and depend on numerous factors beyond our control.
8.4 Third-Party Platforms
We are not responsible for changes made by third-party platforms (Google, Meta, LinkedIn, TikTok) to their policies, algorithms, or advertising systems that may impact the effectiveness of our Services.
Limitation of Liability
9.1 Cap on Liability
To the maximum extent permitted by law, our total liability to you for any claim shall not exceed the total fees paid by you to us in the 3 months immediately preceding the event giving rise to the claim.
9.2 Excluded Losses
We shall not be liable for any loss of profit, loss of revenue, loss of business, loss of data, loss of goodwill, indirect, consequential, or special losses — even if we have been advised of the possibility of such losses.
9.3 Force Majeure
Neither party shall be liable for failure or delay in performance caused by circumstances beyond their reasonable control, including acts of God, war, pandemic, government action, or internet infrastructure failure.
Indemnification
You agree to defend, indemnify, and hold harmless Hyperlink Agency and its directors, employees, and contractors from any claims, damages, losses, costs, or expenses arising from:
- Your breach of these Terms or any Agreement with us.
- Your use of the Deliverables in a manner not authorised by these Terms.
- Any Client Materials that infringe third-party Intellectual Property Rights or are unlawful.
- Your violation of any applicable law or regulation.
Termination
11.1 Termination for Convenience
Either party may terminate a retainer engagement by giving 30 days' written notice. Project-based agreements may only be terminated in accordance with the specific terms in the relevant proposal.
11.2 Termination for Cause
Either party may terminate the Agreement immediately upon written notice if the other party materially breaches the Agreement and fails to remedy the breach within 14 days of written notice, becomes insolvent, or engages in fraudulent or illegal conduct.
11.3 Effect of Termination
Upon termination: (a) all outstanding fees for work completed become immediately due and payable; (b) each party shall return or destroy the other's Confidential Information; (c) Intellectual Property Rights in completed, paid-for Deliverables are assigned per Section 6.
11.4 Survival
Provisions relating to payment, intellectual property, confidentiality, warranties, liability, indemnification, and governing law shall survive termination.
Dispute Resolution
12.1 Good Faith Negotiation
In the event of any dispute, the parties agree to first attempt resolution through good faith negotiation. Either party must give written notice of the dispute, and the parties shall meet within 14 days to attempt resolution.
12.2 Mediation
If not resolved through negotiation within 30 days, either party may refer the matter to a mutually agreed mediator. Mediation costs shall be shared equally.
12.3 Arbitration
If mediation fails, any dispute shall be finally settled by binding arbitration in Karachi, Pakistan. The arbitrator's decision shall be final and binding on both parties.
Governing Law
These Terms shall be governed by and construed in accordance with the laws of Pakistan. Subject to the dispute resolution provisions above, the courts of Karachi, Sindh, Pakistan shall have exclusive jurisdiction over any dispute.
For Clients based outside Pakistan, we acknowledge that local consumer protection laws may apply. Nothing in these Terms is intended to limit rights that cannot be excluded under applicable law in your jurisdiction.
General Provisions
14.1 Entire Agreement
These Terms, together with any signed proposal or statement of work, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements.
14.2 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
14.3 Waiver
Failure to enforce any provision shall not constitute a waiver of the right to enforce that provision in the future.
14.4 Assignment
You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights in connection with a merger, acquisition, or sale of assets.
14.5 Notices
All notices required under these Terms shall be in writing, delivered by email (with acknowledgement) or registered post to the addresses set out in the Agreement.
14.6 Relationship of Parties
Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. We are an independent contractor at all times.
Contact
If you have any questions about these Terms or wish to discuss them, please contact us: