Digital Conglomerate LLC – Terms & Conditions

Last updated: 3 June 2025

1. Introduction and Agreement

This Agreement is entered into by and between Digital Conglomerate LLC (“Digital Conglomerate,” “we,” “us,” or “our”), a limited liability company organized under the laws of Delaware, United States, and the Client (“you,” “your,” or “Client”).

By visiting our website, commissioning services, or accessing any digital infrastructure we provide, you agree to be bound by these Terms & Conditions (“Terms”).

If you do not accept these Terms, you must not use our website or engage our Services.

These Terms may be updated periodically; continued use constitutes acceptance of any revisions.

2. Shared Values and Collaboration

We affirm a commitment to:

Strategic transparency: Bi-weekly progress dashboards and milestone reporting
Respect for proprietary intellectual capital
Commercially reasonable cooperation
Dispute resolution aimed at continuity

Both parties agree to respond to material queries within two (2) business days and escalate concerns promptly. Anonymized insights require opt-in consent for strategic learning.

3. Definitions

Services: Bespoke consulting, strategic advisory, digital infrastructure, and LLM-based solutions.
Weightless Wealth: Our flagship low-intervention, high-fee advisory service.
Intellectual Property (IP): Includes frameworks, software, content, and proprietary methodologies.
Gated Access Systems: Portals and dashboards providing client access to Deliverables and IP.
Confidential Information: Any non-public, proprietary data disclosed during the relationship.
Psychographic Filtering: Our qualification process assessing alignment of values and strategic intent.

4. Scope of Services

All Services are bespoke. No off-the-shelf solutions exist. Engagements may include:

Strategic Advisory (Weightless Wealth)
Pre-Deal Accelerator
Invisible Leverage
Automation Infrastructure
AI implementation

All deliverables, timelines, and acceptance criteria are outlined in a Statement of Work (SOW) or Order Form.

Change Orders

Additional services require signed Change Orders that:

Reference this Agreement
Specify new deliverables and pricing
Are signed by authorized representatives

Change Orders may be initiated via email approval (with formal follow-up within 5 days).

5. Client Selection

We serve a limited, invitation-only clientele. Submission of an inquiry does not guarantee engagement. Selection is based on psychographic filtering. We reserve sole discretion in this process.

6. Payment Terms

6.1 Structure

50% Upfront: Due upon agreement execution, non-refundable
50% Escrow: Held with a mutually agreed third-party agent
Release: Upon first milestone acceptance
Forfeiture: If terminated by Client without material breach, escrow is forfeited

Partial Refunds

30% refund of upfront payment if termination within 14 days
15% refund if termination within 30 days

6.2 Additional Conditions

Payments due within 30 days of invoice
Late payments incur 1.5% monthly interest
Fees are exclusive of taxes. VAT/GST explicitly itemized on invoices
No refunds for completed milestones or delivered services

7. Intellectual Property

Ownership: All IP created by Digital Conglomerate remains the Company’s sole property
License: Limited, non-transferable license for use within scope of this Agreement
Restrictions: No reselling, redistribution, reverse engineering, or modification allowed

8. Service Delivery and Client Obligations

Services delivered digitally via secure methods
Client inputs due within 7 business days of request
Delays >14 days: Services may be suspended, with 25% escrow draw per week
Bi-weekly alignment meetings encouraged
Infrastructure Uptime Guarantee: 99.5% for gated access systems (excludes maintenance windows)

9. Confidentiality and Non-Disparagement

Parties shall not disclose Confidential Information
No disparagement (written or oral) for 3 years (previously 5) post-engagement

10. Exclusivity and Limited Non-Compete

Client may not replicate Company IP or solicit involved personnel for 6 months (previously 12) post-Term
Scope is limited to specific deliverables only (previously entire services and verticals)

11. Liability and Indemnification

Limitations: No liability for indirect damages; total liability capped at fees paid in previous 12 months
Client Indemnity: Covers misuse of IP, confidentiality breaches, and misimplementation
Company Indemnity: Covers third-party IP claims caused by Company misconduct

11.1 EU Exceptions

Nothing excludes liability for:

Gross negligence
Willful misconduct
GDPR fines related to Client data (Client is responsible)

EU Clients: Liability cap excludes GDPR breaches caused by our negligence

Added Service Credit: 5% of monthly fee for SLA violations

12. Digital Products and Systems Access

Access Rights: Non-exclusive, internal use only
Acceptable Use: Prohibits unlawful activity or unauthorized sharing
Security: Credentials must be secured; breaches reported immediately
Maintenance: Uptime best-effort basis; interruptions may occur without notice
Mandatory MFA for all gated systems
Breach notification within 24 hours

13. Term and Termination

Effective Date: Upon signature or service engagement
Auto-Renewal: Yearly, unless 60-day notice given
Termination for Convenience: 60-day notice by either party
Termination for Cause: 30-day remedy window

Upon Termination:

Outstanding fees are due
Confidential materials must be returned or destroyed
Transition assistance may be provided at standard hourly rates

14. Dispute Resolution

14.1 Governing Law

This Agreement is governed by the laws of the State of Delaware.

14.2 Arbitration

Disputes resolved under the Delaware Rapid Arbitration Act (DRAA)
Sole arbitrator selected from the Delaware AAA chapter
Arbitration held in Wilmington, Delaware
Step 1: Mediation (15 days)
Step 2: DRAA arbitration if unresolved

14.3 DIFC Provision (If Applicable)

For UAE-based Clients:

DIFC jurisdiction and DIAC arbitration apply
Arbitration conducted in English by a sole arbitrator in Dubai

15. Miscellaneous

Entire Agreement: Supersedes all prior agreements
Assignment: Requires written consent (except during M&A or to affiliates)
Severability: Invalid provisions do not affect remainder
Force Majeure: No liability for delays due to uncontrollable events. Includes cyberattacks and cloud provider outages
Notices: Delivered via email or courier to official addresses
Survival: Clauses on confidentiality, IP, and payment obligations survive termination