Top

Terms and Conditions

The Florida Design GroupTerms and Conditions

Terms and Conditions

These Terms and Conditions are entered into between The Florida Design Group, LLC (hereinafter referred to as “Company“) and the Client identified in the Proposal for Services (hereinafter referred to as “Client“) (collectively, Company and Client shall be referred to as the “Parties“).

  1. Incorporation into Proposal for Services. These Terms and Conditions shall be incorporated into every Proposal for Services between Company and Client. Client acknowledges and understands that these Terms and Conditions shall be incorporated into all Proposal(s) for Services irrespective of whether the Proposal for Services references these Terms and Conditions. In the event of any conflict or ambiguity between these Terms and Conditions and any Proposal for Service between Company and Client, these Terms and Conditions shall govern. Collectively, the Proposal for Services and these Terms and Conditions shall be referred to and deemed the “Agreement.”
  2. Proposal for Services. Client is engaging Company to perform those services (whether website or mobile design, search engine optimization, or marketing) specifically set forth in the Proposal for Services by and between Company and Client. Client’s fees for the services shall be identified in the Proposal for Services. The Parties acknowledge and agree that the services reflected in the Proposal for Services can be modified at any time through a revised Proposal for Services or written confirmation memorializing the change in the services. (For demonstrative purposes, if Client engages Company to perform search engine optimization and marketing services at the monthly rate of $2,000 per month, Client can increase, at any time, the scope of these services that it wants Company to perform. The increase in Company’ scope of services shall be reflected in a revised Proposal for Services which will identify the increased fees for the services or otherwise memorialized in writing by and between Client and Company.)
  3. Payments. Unless otherwise set forth in the Proposal for Services, the following applies:
    1. Client shall pay Company upon receipt of Company’s invoice. Payments that are not received by Company within thirty (30) days from the date of the invoice shall bear interest at the rate of one percent (1%) per month.
    2. Payments for search engine optimization and marketing services are invoiced in advance on the first of the month. (For example, an invoice on January 1st would be for search engine optimization and marketing services for the month of January.) If Client authorizes Company to bill a credit card for such services, Client acknowledges and understands that that the credit card bill be billed in advance on or about the first of every month, in the amount agreed by the Parties, until such time as the Agreement is terminated pursuant to paragraphs 5 or 6.
  4. Client Acknowledgement. Client acknowledges that Company has no control over the practices and policies of search engines or directories or third parties not employed by Company.
  5. Termination for Cause. The Agreement may be terminated by either party upon written notice to the other if the other party breaches a material obligation of the Agreement and fails to cure the breach within ten (10) days from the date of the breach. Client’s failure to timely remit payment to Company shall be deemed a breach of a material obligation. Upon Company’s termination for cause, it shall have the right to immediately discontinue any search engine optimization and marketing services, not to launch any website, and discontinue hosting any website. Any termination of the Agreement by cause by the Company that is deemed improper shall be converted and treated as a termination for convenience pursuant to paragraph 6 of these Terms and Conditions.
  6. Termination for Convenience. The Agreement may be terminated by either party for their convenience, and without cause, upon thirty (30) days’ notice to the other party. If Client terminates the Agreement for convenience, Client shall be responsible for all of Company’s costs and fees through the date the termination becomes effective. If Company terminates the Agreement for convenience, Company shall be responsible for continuing its services through the date the termination becomes effective unless Client demands that Company cease the services prior to this date.
  7. Client’s Responsibility. To the extent applicable to the services Client engages Company to perform:
    1. Client agrees to timely provide Company access to any existing website, server, FTP site, or hosting program so that Company can modify website pages, upload new pages, or make certain changes for purposes of search engine optimization.
    2. Client agrees to timely provide Company all elements of text, graphics, images, photos, designs, logos, trademarks, or artwork (collectively, the “Content”) for Company’s use in creating or changing webpages, or for any other use by Company to perform any search engine optimization and marketing service.
    3. Client agrees to timely provide Company all other information reasonably requested by Company (such as keywords) so that Company can perform the services set forth in the Proposal for Services.
    4. Client is responsible for registering domain names and renewing its domain names.
    5. Client is responsible for timely proofreading all website changes and marketing information for errors and to ensure the information therein accurately reflects Client’s objectives.
  8. Client’s Representation and Indemnification. Client represents that any Content provided to Company is owned by Client or Client has the rightful permission from the owner of the Content to use such Content. Client agrees to indemnify, defend, and hold harmless Company (and Company’s principals, officers, directors, independent contractors, and employees) from any claim, demand, penalty, cause of action, expense, cost or fee, arising out of or relating to Company’s use of the Content provided by Client.
  9. Disputes. The Agreement shall be governed in accordance with the laws of the State of Florida. All disputes shall be resolved by litigation exclusively in the venue of Brevard County, Florida. The Parties consent to the jurisdiction of such courts and hereby agree to waive any jurisdictional or venue defenses otherwise available to it. ADDITIONALLY, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A TRIAL BY JURY. The prevailing party in any dispute shall be entitled to its reasonable attorneys’ fees and costs subject to the limitation of liability / damages provision in paragraph 11.
  10. Waiver of Consequential Damages. The Parties agree to waive all consequential damages against the other party (and their respective principals, officers, directors, independent contractors, and employees) in the event of any dispute or claim relating to the Agreement. This includes, without limitation, a waiver of claims for lost profit or lost revenue.
  11. Limitation of Liability / Damages. Client acknowledges and agrees that its sole and exclusive remedy for damages of any nature (inclusive of attorneys’ fees and costs) for any claims (whether in law or in equity and whether in contract or tort) arising out of or relating to the Agreement is capped at fifty percent (50%) of the amount of the fees that Client paid to Company. Stated differently, Client acknowledges and agrees that Company’s liability to Client is capped at fifty percent (50%) of the amount of the fees that Client paid to Company. (For example, if Client paid Company $30,000 in fees, then Company’s liability to Client for damages of any nature is capped at $15,000.) Client further acknowledges and agrees that this limitation of liability / damages shall apply to any claims against Company’s principals, officers, directors, independent contractors, and employees.
  12. Disclaimer of Warranties by Company. Company does not warrant that the services it performs for Client will meet Client’s requirements or expectations regarding business leads, revenue, or search engine rankings or policies. Client acknowledges and agrees that Company’s services are performed without any guarantee or warranty as to the number and kind of business leads, search engine rankings or policies, or revenue projections that will be realized by Client. In this regard, Company’s services shall be performed “as-is” without any express or implied warranties of any kind.
  13. Severability. If any term, clause, or provision is held unenforceable or invalid by a court of competent jurisdiction, such term, clause, or provision shall be severed from the Agreement and the balance of the Agreement shall remain in full force and effect.
  14. No Waiver. No waiver by either party of any default shall be deemed as a waiver of a subsequent default of the same or other provisions in the Agreement.
  15. Promotional Material. Client grants Company the right to use the services Company performed for Client in any of Company’s promotional materials.
  16. Assignability. Client may not assign this Agreement to any third party without the prior written consent of Company.
  17. Notice. Any notice to be delivered under this Agreement shall be in writing and delivered to the other party via hand delivery, certified mail, or an overnight courier service. Notice may also be delivered via e-mail provided another method of communication is also used to deliver the notice (e.g., facsimile, US Mail, overnight courier service).
  18. No Third Party Beneficiaries. The Parties acknowledge and agree that no third party shall be deemed an intended third party beneficiary to the Agreement.
  19. Party’s Representative. The Parties agree that the representative whose signature appears on the Proposal for Services is a truly authorized representative of the respective party and is authorized to execute the Proposal for Services on behalf of the party.