Terms and Conditions

Last updated: 6 September 2026. These terms replace the version dated 1 September 2025.

These Terms and Conditions govern your use of digitalegy.io and the delivery of design, development, editorial and production services by DGY Group LLC, trading as Digitalegy ("Digitalegy", "we", "us"). Please read them before engaging us.

Order of precedence. If you have signed a proposal, statement of work, master services agreement or order form with us, that document controls wherever it conflicts with these terms, and these terms fill any gap it leaves. Nothing here creates an engagement on its own — an engagement begins when a Worksheet is approved under section 2.

1. Definitions

• Worksheet — the work instruction, scope sheet or proposal that defines the services, together with the project schedule or Gantt chart accompanying it.
• Deliverable — any item of work identified in the Worksheet: a page, a document, a graphic, a shoot, an edit, a configuration.
• Change — a modification or task requiring more than 10 minutes of production effort on a Deliverable that has already been submitted for review.
• Minor Change — a correction achievable in 5 minutes or less, such as a one-off spelling fix or a simple colour adjustment. Minor Changes are not counted as Changes and are not deducted from your allowance.
• Business Day — Monday to Friday, excluding public holidays in our place of business.
• Business Hour — an hour falling within our normal working hours on a Business Day.
• Acceptance — approval of a Deliverable, whether express or deemed under section 4.

2. Engagement and scope

All design, development and production work is carried out strictly on the basis of the Worksheet, which has been reviewed, accepted and consented to by you before production begins. Once you approve the Worksheet, production is considered ready to start on the parameters and specifications set out in it.

Anything not described in the Worksheet is out of scope. It can be added by written agreement, at which point it will carry its own fee and its own schedule.

3. Change policy

To keep delivery predictable, each Deliverable carries an allowance of three (3) Changes.

The allowance is per Deliverable, not per project, and it does not roll over between Deliverables. Change requests should be consolidated into a single written round wherever possible; a round split across several messages is still counted as the number of Changes it contains.

Service-specific examples of what counts as a Change:

Photography and video, once production has begun. Any change requiring an additional shooting day or a re-shoot is a separate project, quoted separately.

Additional Changes

If you require more than the three Changes included, each additional Change is billed as an extra service at our then-current rate and carries a new delivery date, which we will confirm in writing before starting it.

4. Acceptance of Deliverables

A Deliverable is deemed accepted if, within five (5) Business Days of the date we deliver it, we have received neither a written request for revision nor an express approval through the channel of communication the parties have agreed.

Deemed acceptance does not waive your Change allowance for a Deliverable still within that window, and it does not affect our obligation to correct a defect that makes the Deliverable materially non-conforming with the Worksheet.

5. Timescales

Change turnaround

Each Change request has a turnaround of 72 to 96 Business Hours from the moment you confirm the request. This period may vary with the complexity of the Change, and we will tell you in advance where it will.

The version of these terms dated 1 September 2025 stated this period in business days. That was a typographical error: the intended and applied period has always been business hours. It is corrected here.

Impact on the schedule

Each round of Changes extends the project schedule. Where one or more rounds of Changes are requested, the final delivery date of the project cannot be guaranteed and will be reissued.

Your response times

To keep the project on track, you are asked to give feedback and approval on Deliverables within 48 Business Hours. Where a response takes longer, the schedule is adjusted accordingly, and repeated delay may require the project to be rescheduled into a later production window.

6. Your responsibilities

You agree to give us, in good time, the content, brand assets, credentials, platform access and approvals the Worksheet depends on, and to name a single person with authority to approve Deliverables on your behalf. Where we are blocked by something in your control for more than thirty (30) days, we may suspend the project and reschedule it, and any resulting price increase or re-mobilisation cost will be quoted before work resumes.

7. Fees, invoicing and payment

Fees, the payment schedule and the currency are those set out in the Worksheet or order form. Unless it says otherwise:

• Invoices are payable within fifteen (15) days of the invoice date.
• Amounts are stated in US dollars and are exclusive of any tax, duty or withholding, which is your responsibility where it applies.
• Overdue amounts accrue interest at 1.5% per month, or the maximum the law allows if lower.
• We may suspend work and withhold Deliverables while an invoice is more than fifteen (15) days overdue, having given you written notice and five days to cure.
• Amounts already invoiced for work performed are non-refundable.
• Third-party costs — software licences, stock, media spend, talent, travel — are passed through at cost and require your prior written approval.

8. Intellectual property

Your material. You keep everything you give us. You grant us the licence we need to use it to deliver the services.

Deliverables. On full payment of all amounts due for the relevant Deliverable, we assign to you the intellectual property rights in that Deliverable as it is finally delivered. Until full payment, you have no licence to use it.

Our material. We keep ownership of everything we bring to the engagement or develop independently of it: our methods, frameworks, templates, code libraries, tooling and know-how. Where a Deliverable contains any of it, we grant you a perpetual, worldwide, non-exclusive licence to use it as part of that Deliverable. Concepts and drafts you did not select are not assigned to you and remain ours.

Third-party material. Stock, fonts, plugins and software included in a Deliverable are licensed to you on their own licensor's terms, and those terms govern.

Portfolio. We may identify you as a client and show the Deliverables in our portfolio, case studies and award submissions, unless you tell us in writing not to. We will not disclose confidential information in doing so.

9. Confidentiality

Each party will keep the other's confidential information confidential, use it only for the engagement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or required to be disclosed by law — in which case the disclosing party will be told first where that is lawful. These obligations survive for three (3) years after the engagement ends, and indefinitely for anything that qualifies as a trade secret.

Where we process personal information on your behalf, we do so as your processor, on your documented instructions, under the data processing terms agreed between us. Our own handling of personal information is described in our Privacy Policy.

10. Your warranties and indemnity

You warrant that the content, trade marks, data and instructions you give us are yours to give, do not infringe anyone's rights, and comply with the law — including the advertising, consumer protection and data protection rules of the markets you are targeting.

You will indemnify us against any third-party claim, and the reasonable legal costs of defending it, arising from your material, from your use of a Deliverable in a way the Worksheet did not contemplate, or from your breach of the warranty above.

11. Warranties and disclaimer

We will perform the services with reasonable skill and care, in a professional manner, by personnel qualified to do the work.

Beyond that, and to the fullest extent the law allows, the services and this website are provided "as is", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

We do not warrant a commercial outcome. We do not guarantee search rankings, traffic, lead volume, conversion rates, revenue or any other business result, because these depend on markets, competitors and platform behaviour outside our control. Any figure in a proposal is an estimate and not a promise.

12. Third-party platforms

Our services are frequently delivered inside third-party platforms — HubSpot, Google, hosting providers and others. Those platforms are controlled by their vendors. We are not responsible for a vendor changing its features, pricing, tiers, APIs or availability, for downtime, or for data loss on their side, and any resulting rework is a change in scope. Your relationship with each vendor is governed by the agreement you have with it.

13. Limitation of liability

To the fullest extent the law allows:

• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or lost business opportunity, however caused and on any theory of liability, even if advised such damages were possible.
• Our total aggregate liability arising out of or relating to the services is limited to the total fees you paid us for the Deliverable giving rise to the claim in the three (3) months before the event.

Nothing here excludes liability that cannot lawfully be excluded, including for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or a party's wilful misconduct.

Any claim must be brought within one (1) year of the date the claim arose, after which it is permanently barred.

14. Term, termination and renewal

Either party may terminate an engagement for material breach that is not cured within thirty (30) days of written notice.

You may terminate a continuing engagement at any time on sixty (60) calendar days' written notice, and any project-specific notice period in the Worksheet applies alongside it.

Continuing services renew automatically. By continuing to request services from us — Changes, meetings, connections, calls or any other use of the services — after a service period ends, you agree to the automatic extension of that service and authorise the corresponding invoice and charge. If you do not wish to continue, give written notice of termination as set out above.

On termination you will pay for all work performed and all committed third-party costs up to the termination date, and we will hand over the Deliverables paid for in full.

15. Independent contractor and non-solicitation

We are an independent contractor. Nothing here creates a partnership, joint venture, agency or employment relationship. During the engagement and for twelve (12) months after it, neither party will solicit for employment any individual of the other who worked on it, except through a public advertisement not directed at that person.

16. Force majeure

Neither party is liable for a delay or failure caused by something beyond its reasonable control — natural disaster, war, civil unrest, epidemic, labour dispute, government action, failure of a utility or telecommunications network, or the failure of a third-party platform. The affected party will give notice and use reasonable efforts to resume.

17. Website use

This website is provided for information. You may not use it unlawfully, attempt to gain unauthorised access to any part of it, interfere with its operation, or scrape it at a volume that degrades service for others. Our name, logo, copy, images and code are protected by intellectual property law and may not be reproduced without written permission, except as ordinary quotation with attribution allows.

Links to third-party sites are provided for convenience and are not an endorsement.

18. Governing law and disputes

These terms are governed by the laws of the State of Wyoming, United States of America, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first try to resolve any dispute by good-faith discussion between senior representatives for thirty (30) days. Failing that, the dispute will be resolved exclusively in the state and federal courts located in Sheridan County, Wyoming, and each party consents to that jurisdiction and venue and waives any objection to it.

19. General

Assignment. Neither party may assign these terms without the other's written consent, except to a successor in a merger or a sale of substantially all its assets.

Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable, and the rest remains in force.

Waiver. A failure to enforce a provision is not a waiver of it.

Notices. Written notice is given by email to legal@digitalegy.io and to the address you give us, and is effective on the next Business Day after it is sent.

Entire agreement. These terms, together with the Worksheet and any signed agreement between us, are the entire agreement on their subject matter and replace any earlier understanding.

Survival. Sections 7 to 13, 15, 18 and 19 survive termination.

20. Changes to these terms

We may modify or replace these terms at our discretion. Where a revision is material, we will use reasonable efforts to give at least thirty (30) days' notice before it takes effect.

Continued use of the services after a revision takes effect means you accept it. If you do not accept it, in whole or in part, give written notice of termination under section 14. A revision does not apply retroactively to a Worksheet already in production — that Worksheet continues under the terms in force when it was approved.

21. Contact

• DGY Group LLC, trading as Digitalegy
• 30 N Gould St, Sheridan, WY 82801, United States
• legal@digitalegy.io