1. Communication and Client Responsibilities

1a. Single Point of Contact

The Client agrees to designate a single point of contact with full authority to provide feedback, approvals, and final sign-off. The Company is not responsible for conflicting direction provided by multiple parties.

1b. Communications Recording and Data Collection

The Client acknowledges and consents that all communications with the Company may be recorded, stored, and archived for quality assurance, training, documentation, and legal purposes.

The Company may also collect and store technical data including, but not limited to, IP addresses, email interaction data (such as opens and clicks), and usage data.

1c. Non-Responsive Client

If the Client becomes unresponsive for a period exceeding fourteen (14) days during a project in active development, a service holding fee of $100 per month will be automatically applied until communication resumes. This fee applies only to projects in active development, not to ongoing maintenance, live websites, or post-production support.

1d. Project Deactivation

If the Client becomes unresponsive for a period exceeding sixty (60) days during an active or in-progress project, despite reasonable attempts by the Company to obtain feedback or required materials, the project will be considered inactive and deactivated.

Reactivation of the project will require a $200 reactivation fee and may be subject to updated timelines, pricing adjustments, and resource availability.

Any service holding fees accrued under Section 1c shall remain due and payable in addition to the reactivation fee.

1e. Timeline and Feedback

Project timelines are dependent on timely Client feedback and asset delivery. Delays caused by the Client may result in adjusted timelines, additional fees, or project rescheduling.

The Company is not responsible for missed deadlines resulting from delayed Client input.

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2. Payments and Billing

2a. Payments and Timeline

All projects are structured around milestone-based payments aligned with project progress and deliverables.

Failure to make payments on time may result in:

• Immediate suspension of work
• Delayed delivery timelines
• Restricted access to project files, websites, or deliverables

Accounts that are more than fourteen (14) days past due may be subject to late fees and/or service interruption.

The Company reserves the right to withhold deliverables, credentials, and ownership transfer until full payment has been received.

2b. Recurring Services and Grace Period

Monthly recurring services are billed in advance and include a seven (7) day grace period.

If payment is not received within this period, the Company reserves the right to suspend services, restrict access, or terminate ongoing work until the account is brought current.

2c. Billing, Accounting, and Payment Methods

The Company may provide access to a client portal or billing system for the purpose of viewing invoices, payment history, and account activity.

Clients may have the ability to:

• Access accounting documents and itemized invoices
• Update, remove, or replace payment methods
• Manage billing preferences and stored payment information

The Client is responsible for maintaining accurate and up-to-date billing information. The Company is not liable for service interruptions resulting from failed or outdated payment methods.

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3. Project Scope and Execution

3a. Revisions and Scope Changes

Projects include up to three (3) major revision rounds unless otherwise specified.

Any request that falls outside the agreed scope — including new features, integrations, or functionality — will be considered a scope change and billed separately.

No additional development work will begin without written approval of associated costs.

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4. Intellectual Property and Ownership

4a. Transfer of Intellectual Property

Ownership of all final deliverables is transferred to the Client only upon full and final payment.

Until payment is completed, all work remains the sole property of the Company.

4b. Portfolio Rights

The Company reserves the right to display and promote completed work in its portfolio, marketing materials, and digital channels unless otherwise agreed in writing.

4c. Domain Names

Unless otherwise agreed in writing, domain names registered or managed in connection with a project shall be owned by the Client.

If the Company registers or manages a domain name on the Client’s behalf, the Company shall transfer full control of the domain to the Client upon written request, provided all outstanding balances have been paid in full.

The Client shall reimburse the Company for any registration or renewal fees incurred on the Client’s behalf.

4d. Email Accounts and Email Data

Unless otherwise agreed in writing, email accounts and all associated email data (including messages, contacts, and attachments) created or managed in connection with a project shall be owned by the Client.

If the Company provisions or manages email accounts on the Client’s behalf, the Company shall transfer full control of the email accounts and associated data to the Client upon written request, provided all outstanding balances have been paid in full.

The Client shall reimburse the Company for any email hosting, licensing, or service fees incurred on the Client’s behalf.

4e. Preexisting Work and Licensed Materials

Any preexisting intellectual property, frameworks, libraries, or tools owned by the Company or licensed from third parties that are incorporated into the deliverables shall remain the property of their respective owners.

The Client is granted a non-exclusive, non-transferable license to use such materials solely as part of the delivered project. This license remains in effect only so long as the Client’s account is in good standing and all applicable fees have been paid.

Where the Company maintains, renews, or pays for third-party software licenses, plugins, themes, or service subscriptions on the Client’s behalf (including but not limited to CMS licenses, SSL certificates, CDN services, analytics tools, and security plugins), such licenses are held in the Company’s name and are not transferable to the Client. Upon termination or cancellation of services, the Client shall be solely responsible for obtaining and funding their own replacement licenses directly from the applicable third-party providers. The Company shall make reasonable efforts to identify and disclose all active third-party licenses associated with the Client’s project upon request or at the time of cancellation, but shall not be liable for any service interruption resulting from the Client’s failure to secure replacement licenses in a timely manner.

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5. Hosting, Maintenance, and Technical Services

5a. Backups

The Company performs routine backups as part of standard maintenance practices.

Backup archives may be made available to the Client upon written request.

While reasonable efforts are made, the Company does not guarantee the availability, completeness, or restoration of backup data.

5b. Support Hours Rollover

Unused support or maintenance hours may roll over into subsequent months.

All unused hours expire twelve (12) months from the date they were originally accrued and hold no cash value.

5c. Future Updates

The Company is not responsible for maintaining compatibility with future updates to third-party platforms, operating systems, APIs, or software.

5d. Third-Party Services

The Company is not liable for failures, downtime, or issues caused by third-party services including hosting providers, plugins, APIs, or external platforms.

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6. Security and Access

6a. Administrative Access and Permissions

Full administrative or superuser access may be provided upon written request.

Due to the inherent security risks associated with elevated access, the Client must execute a waiver and release of liability prior to receiving such permissions.

The Company shall not be held responsible for any security breaches, data loss, downtime, or performance issues resulting from actions taken by the Client or any third party with administrative access.

6b. Unauthorized Changes

Any unauthorized modifications made by the Client or third parties that result in errors, downtime, or degraded performance shall fall outside the scope of any agreement, warranty, or support plan.

The Company is not responsible for issues caused by such changes. Restoration or repair work will be billed at the Company’s standard rates.

6c. Cybersecurity and Data

The Company will implement and maintain commercially reasonable security measures to protect the Client’s website, application, and related systems. However, no system connected to the internet is immune to cyberattacks, and the Company does not warrant or guarantee that its security measures will prevent all unauthorized access, data breaches, or cyberattacks.

The Client acknowledges and agrees that:

• The Company shall not be liable for any damages, losses, or costs arising from a cyberattack, data breach, or unauthorized access, except to the extent directly caused by the Company’s gross negligence or willful misconduct
• The Client is solely responsible for maintaining the security of all login credentials, API keys, and access tokens provided to the Client or the Client’s personnel
• The Client shall immediately notify the Company in writing upon discovering or suspecting any security breach, unauthorized access, or compromise of credentials
• The Client is solely responsible for compliance with all applicable data privacy and data protection laws and regulations (including but not limited to CCPA, GDPR, HIPAA, and PCI-DSS) with respect to any personal data collected, stored, or processed through the Client’s website or application
• The Company shall not be considered a data processor, data controller, or business associate under any data privacy regulation unless a separate Data Processing Agreement is executed by both parties

In the event of a confirmed security incident affecting the Client’s systems under the Company’s management, the Company will:

• Notify the Client in writing within seventy-two (72) hours of becoming aware of the incident
• Take commercially reasonable steps to contain and remediate the incident
• Provide the Client with a summary of the incident, including the nature of the breach, systems affected, and remedial actions taken

The cost of remediation, forensic investigation, legal compliance, and notification obligations resulting from a security incident shall be borne by the Client, except where the incident is directly attributable to the Company’s gross negligence or willful misconduct.

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7. Confidentiality

7a. Confidential Information

Each party acknowledges that during the course of this Agreement, it may receive or have access to information that is confidential or proprietary to the other party, including but not limited to business plans, customer lists, financial data, trade secrets, technical specifications, login credentials, and proprietary processes (“Confidential Information”).

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is lawfully received from a third party without restriction on disclosure.

7b. Non-Disclosure Obligations

Each party agrees to:

• Hold all Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without prior written consent
• Use Confidential Information only for the purposes of performing obligations under this Agreement
• Take all reasonable measures to prevent unauthorized disclosure

These obligations shall survive the termination or expiration of this Agreement for a period of three (3) years.

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8. Marketing and Communications Compliance

8a. Marketing Disclaimer

The Company does not guarantee specific results, including but not limited to search rankings, traffic increases, lead generation, or return on investment.

8b. Text Messaging and A2P Compliance

The Company may utilize text messaging services, including platforms such as Twilio, for communication and notifications.

The Client agrees to comply with all applicable messaging regulations, including A2P 10DLC requirements, opt-in/opt-out standards, and carrier compliance rules.

The Company is not responsible for message delivery failures, carrier filtering, or compliance issues resulting from misuse or non-compliance.

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9. Termination and Suspension

9a. Termination and Cancellation

Either party may terminate this Agreement upon thirty (30) days written notice to the other party.

All payments made are non-refundable. The Client is responsible for the full value of all work completed, costs incurred, and any outstanding balances up to the date of termination.

Cancellation of recurring services, including hosting and maintenance, requires thirty (30) days written notice. Failure to provide adequate notice will result in billing for the subsequent service period.

The Company reserves the right to withhold all deliverables, credentials, source files, and project materials until all outstanding balances have been paid in full.

9b. Right of Refusal

The Company reserves the right to refuse service or terminate any project, service, or agreement at its sole discretion, with or without cause.

9c. Access and Suspension

The Company reserves the right to suspend services, remove access, or take a website offline in the event of non-payment or breach of this Agreement.

9d. Release of Digital Assets and Offboarding

Upon termination or cancellation of services, the release and transfer of digital assets shall be subject to the following:

• All outstanding balances must be paid in full before any assets are released
• The Client must execute the Company’s Release of Digital Assets and Data Liability waiver prior to the transfer of any digital assets, including but not limited to website files, databases, domain registrations, and email data
• The Company will provide a summary of all digital assets under its management, including active third-party licenses, domain registrations, email accounts, and hosted services
• The Client is solely responsible for securing replacement hosting, licenses, and services prior to the release date
• Once digital assets have been released, the data will no longer be available through the Company. No historical data, backups, website files, databases, or email archives will be retained or available for future acquisition requests
• The Company shall not be liable for any damages, data loss, downtime, or misuse arising from the Client’s use of released digital assets after transfer, including assets originally created or managed by the Company
• The Company will retain backups of the Client’s data for a period of thirty (30) days following the release of digital assets, after which all data will be permanently deleted

9e. Survival

The following sections shall survive any termination or expiration of this Agreement: Section 4 (Intellectual Property), Section 7 (Confidentiality), Section 9a (payment obligations), Section 10 (Indemnification), Section 11 (Representations and Warranties), Section 12 (Legal and Liability), and Section 13 (General Provisions).

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10. Indemnification

10a. Client Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to:

• The Client’s use of the deliverables
• Content, materials, or data provided by the Client
• The Client’s breach of this Agreement
• Any third-party claim arising from the Client’s business operations, products, or services
• Any violation of applicable law or regulation by the Client

10b. Company Indemnification

The Company agrees to indemnify, defend, and hold harmless the Client from and against any third-party claims arising directly from the Company’s willful infringement of a third party’s intellectual property rights in the deliverables, provided the Client promptly notifies the Company in writing and grants the Company sole control over the defense and settlement of such claim.

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11. Representations and Warranties

11a. Company Representations

The Company represents and warrants that:

• All deliverables will be prepared in a professional and workmanlike manner
• The Company has the right and authority to enter into this Agreement and perform its obligations
• To the best of the Company’s knowledge, the deliverables will not knowingly infringe on any third party’s intellectual property rights

The Company does not warrant that the deliverables will be error-free, uninterrupted, or compatible with all hardware, software, or future technologies.

11b. Client Representations

The Client represents and warrants that:

• The Client has the right and authority to enter into this Agreement
• All content, materials, images, and data provided by the Client are owned by or properly licensed to the Client
• The Client’s use of the deliverables will comply with all applicable laws and regulations
• The Client will not use the deliverables for any unlawful purpose

The Client shall be solely responsible for any claims arising from content or materials provided by the Client.

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12. Legal and Liability

12a. Limitation of Liability

The Company’s total liability under this Agreement shall not exceed the total amount paid by the Client to the Company under this Agreement during the twelve (12) months preceding the claim.

Under no circumstances shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of whether such damages were foreseeable or whether the Company was advised of the possibility of such damages.

12b. Arbitration and Venue

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in Palm Beach County, Florida, in accordance with the rules of the American Arbitration Association.

Both parties waive their right to a trial by jury.

The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

12c. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions.

12d. Attorney Fees and Costs

In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees, costs, and expenses from the non-prevailing party.

12e. Independent Contractor

The Company is an independent contractor. Nothing in this Agreement shall be construed as creating an employment, partnership, joint venture, or agency relationship between the parties. The Company shall be solely responsible for all taxes, withholdings, and other statutory obligations.

12f. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay arises from circumstances beyond that party’s reasonable control, including but not limited to natural disasters, acts of government, pandemics, power outages, internet service disruptions, cyberattacks, or acts of terrorism.

The affected party shall promptly notify the other party of the force majeure event and use reasonable efforts to mitigate its effects. If the force majeure event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice.

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13. General Provisions

13a. Severability

If any term, clause, or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision. The invalid term shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect.

13b. Waiver

No waiver by either party of any default shall be deemed a waiver of any prior or subsequent default of the same or other provisions of this Agreement. No waiver shall be effective unless made in writing and signed by the waiving party.

13c. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof.

This Agreement may not be modified or amended except in writing signed by both parties. In the event of a conflict between this Agreement and any proposal, invoice, or other document, this Agreement shall govern and take precedence.

13d. No Assignment

Neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations without the prior written consent of the other party. Any attempted assignment or delegation without such consent shall be void.

Notwithstanding the foregoing, the Company may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided the successor agrees to be bound by the terms of this Agreement.

13e. Notices

All formal notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when:

• Sent via email to the address on file, with confirmation of receipt; or
• Sent via certified mail, return receipt requested, to the party’s last known business address

Each party is responsible for maintaining current contact information on file with the other party.

13f. Electronic Signatures

The parties agree that this Agreement and any related documents may be executed by electronic signature through a third-party electronic signature platform. Electronic signatures shall be deemed valid and binding to the same extent as original handwritten signatures, in accordance with the federal Electronic Signatures in Global and National Commerce Act (ESIGN Act, 15 U.S.C. §7001 et seq.) and the Florida Uniform Electronic Transaction Act (FUETA, Florida Statutes §668.50).

Each party agrees that their electronic signature constitutes their intent to sign, acceptance of the terms herein, and consent to conduct this transaction electronically. A signed electronic copy of this Agreement shall be treated as an original for all purposes.

13g. Updates to Terms

The most current version of these Terms & Conditions is available at:
https://www.graphicwebdesign.com/terms-and-conditions

The Company reserves the right to update or modify these terms at any time. The Client will be notified of material changes via email or through the client portal.

Continued use of services after notification of updated terms constitutes acceptance of the most current version.