Terms and Conditions
Terms and Conditions
The governing document. Scope, fees, refunds, timelines, ownership, liability and how either of us ends the arrangement. Month to month, with no minimum term.
On this page · 18 sections
Scope of work
We do what your written estimate says we will do. Anything not listed in it is out of scope, and out-of-scope work is quoted separately before it starts.
This is not us being rigid. A defined scope is what allows us to publish a fixed price and a real launch date, and it protects you from a project that grows sideways until nobody can say what it costs.
Changes to scope
You can add to the work at any time. Every addition is quoted before we begin it, with both the price and the effect on your launch date, and we do not start until you approve both. We will never perform additional work and invoice you for it afterwards.
Project completion
A build is complete when the structure, features and integrations described in your estimate are built and functioning, whether or not every piece of your content has arrived.
This exists so a project cannot sit unfinished indefinitely waiting on outstanding photos or copy. In practice we launch with what you have and you add the rest yourself using the pattern library included with every build. Where content is genuinely required for a feature to function, we will tell you clearly and in advance.
Fees and payment
Build fees
Build fees are fixed, published, and split so that you are never paying substantially ahead of the work.
| Total | Schedule | |
|---|---|---|
| Marquee | $2,000 | 50% at kickoff, 50% at launch, or on the published launch date if launch has not happened by then |
| Presence | $2,500 | 50% at kickoff, 50% at launch, or on the published launch date if launch has not happened by then |
| Foundation | $5,000 | 50% at kickoff, 50% at launch, or on the published launch date if launch has not happened by then |
| Growth | $12,000 | One third at kickoff, one third at day 45, one third at launch, or on the published launch date if launch has not happened by then |
Build modifiers, stores, portals, directories, membership areas, custom sections, follow the same schedule as the build they attach to.
You may pay in full at any point instead of in installments. No discount applies.
The launch-date trigger
The final build payment falls due at launch, or on the published launch date if launch has not occurred by then. Where the delay is attributable to us, the launch-date trigger does not apply and the payment remains due at launch.
Monthly care
Care begins on the day your site goes live, not on the day you sign. The first invoice is issued on the first of the following month.
| Monthly | |
|---|---|
| Marquee | $50 |
| Presence | $250 |
| Foundation | $500 |
| Growth | $1,000 plus 20% of monthly ad spend |
Care is invoiced on the first of each month on Net 15 terms, month to month, with no minimum term.
What each level includes, and the response and uptime commitments attached to it, are set out in the Service Level Agreement.
Ad spend
Where we manage paid advertising, you pay the advertising platforms directly, from your own payment method, on accounts held in your name. Ad spend does not pass through us and we do not mark it up.
Our management fee is invoiced separately and is calculated on actual spend in the preceding month, not on budgeted spend.
Work beyond your care allowance
Small changes are included in your care plan at the frequency set out in the SLA. Work beyond that allowance is charged at $350 for up to two hours, scheduled within five business days, or $175 for up to one hour on Marquee. All such work is quoted and approved before it begins.
Third-party costs
Tools and licenses we use across all clients are included in your monthly fee at no additional charge. Anything purchased specifically for your project, a premium plugin, a stock license, a print run, freight, a domain, is billed at cost plus 5% processing and itemized, and is listed to you before it is purchased.
Where applicable, sales tax is applied to taxable goods and shown as a separate line.
Payment methods
Payments are processed by Stripe. We accept card and ACH transfer. Auto-pay is available and recommended for monthly care.
Refunds
Our position, in order of when a request is made.
| When | What applies |
|---|---|
| Before kickoff | Your deposit is refunded in full, provided no work has commenced. |
| After kickoff | Refunds are prorated against work completed. On request we will provide a written account of the hours worked or the stage reached that the calculation is based on. |
| After launch | The build fee is not refundable once the site is live and handed over. Monthly care is cancellable at any time on 30 days notice. |
| Third-party costs | Not refundable once purchased or committed, domains, project-specific licenses, print production, freight, and advertising spend. |
| Where we have not delivered | If we have failed to deliver work described in your estimate, we will remedy it, by completing the work or by refunding the portion not delivered, at our election, and after a reasonable opportunity to correct it. |
Late payment
Most late payments are an expired card. We treat them that way.
| When | What happens |
|---|---|
| Day 1 | Automated reminder. |
| Day 7 | Second automated reminder. |
| Day 14 | We contact you directly by phone. |
| Day 30 | Non-essential services pause, search optimization work, advertising management, change requests and discretionary updates. Hosting, backups, SSL and security monitoring continue. Your site remains online. |
| Day 60 | We may terminate on written notice. On termination we provide a complete backup of your files and database and reasonable assistance in moving elsewhere, together with a reasonable period in which to collect them. |
We do not charge late fees. If you are having difficulty, contact us before the invoice falls due and we will work something out. That is a better outcome for both of us than a penalty.
Your responsibilities
- Content and assets. Supplying text, images, logos and any other material by the deadlines agreed at kickoff.
- Access. Providing the accounts and permissions we need, domain, hosting, business profile, analytics, advertising accounts, at the level requested.
- Approvals. Responding to requests for approval within two business days at the two approval points: design direction, and the review round.
- Accuracy. Ensuring that material you give us is accurate and that you have the right to use it, including photographs, logos, testimonials and any licensed content.
- Legal compliance. Your own compliance obligations, as set out in Compliance Responsibilities.
- Third-party costs. Paying advertising platforms, registrars and any provider billing you directly.
Timelines and delays
Your launch date is published and we plan our capacity around it. Two things move it, and both sit on your side of the line: assets arriving after the agreed deadline, and approvals not returned within two business days.
Where that happens, your launch date moves to the next available slot in our schedule, because the following project starts on time. We will notify you before a deadline becomes a problem.
Where a delay is ours, your date holds and we absorb it.
Ownership and intellectual property
In summary: you own your content, and you own what we create specifically for you, on full payment. We retain ownership of our reusable frameworks, tools and methodologies, and grant you a perpetual, non-exclusive license to use them as part of your project.
Third-party assets, fonts, stock imagery, plugins, libraries, remain governed by their own licenses.
The complete position, including what happens on termination and our portfolio rights, is set out in Client Deliverables and IP, which governs in the event of any inconsistency with this summary.
Service levels
Uptime commitments, service credits, response times by priority and care level, and what support does and does not cover are set out in the Service Level Agreement, which governs those matters.
Compliance
We configure technical safeguards. You own your legal compliance. The division across TCPA and A2P messaging, CAN-SPAM, CASL, GDPR, US state privacy laws, state consumer health data laws and PCI DSS is set out in Compliance Responsibilities.
Restricted data
We act solely as your processor and only on your instructions. We do not enter into business associate agreements or their equivalents, and we do not accept data that would require one. The categories this covers, and the law behind each, are listed in Compliance Responsibilities. They include protected health information under HIPAA, substance use disorder records, student education records, consumer financial account data, cardholder data, criminal justice information, biometric identifiers, data knowingly collected from children under 13, and consumer health data under state law.
- You agree not to submit it. You will not place it, and will not instruct us to place it, into any system we build, host or manage for you, and you will not configure a form, field, integration or upload that invites it.
- We may refuse or remove. If restricted data reaches a system we manage, we may disable the surface that collected it and delete the data, and we will tell you the same day. Neither step is a breach of these terms by us.
- We will tell you before we build. Where something you have asked for would bring restricted data into scope, we raise it before the work starts and propose the alternative set out in what we can still build you.
- The restriction survives. It applies for the whole engagement and continues after it ends.
Where you need a written data processing agreement under the UK or EU GDPR, or service provider terms under US state privacy law, ask and we will provide one. Those are processor terms and are not a business associate agreement.
Nothing we provide constitutes legal advice, and a correctly configured system is not the same thing as a compliant business.
Confidentiality
We treat non-public information you give us as confidential and use it only to perform the work. We will not sell, rent or share your data or your leads.
We may reference your business and show work publicly as described in Client Deliverables and IP. If you would prefer we did not, tell us in writing and we will not.
Termination
By you
Monthly care may be canceled at any time on 30 days written notice. Care ends at the close of that billing cycle. Partial months are not prorated and no further months are billed.
On cancellation you retain your site, domain, advertising accounts and data. We provide a complete backup and remove our access from your accounts. There is no exit fee and nothing is withheld.
By us
We may terminate on written notice where: fees remain unpaid at day 60; required content or approvals have not been provided for 60 days and the project cannot proceed; or we are asked to do something unlawful, or in breach of a platform’s terms, or that we consider unethical.
On termination by us for non-payment, the position on deliverables is governed by Client Deliverables and IP. In every case you retain your own content, images and data.
Warranties and disclaimers
We warrant that we will perform the work with reasonable skill and care, in a professional manner, in accordance with your estimate.
We do not warrant that:
- Any particular search ranking, traffic volume, lead volume or revenue outcome will be achieved. No one can promise this and we will not.
- Services will be uninterrupted or error-free, beyond the commitments in the SLA.
- Third-party platforms and services will remain available, unchanged, or continue to function as they do today.
- Your business is compliant with any law or regulation.
Limitation of liability
Our intended position: we are not liable for indirect or consequential losses, including lost revenue, lost profits, lost data or business interruption. Our total liability for any claim is capped at the fees you paid us in the twelve months preceding it.
Indemnification
Our intended position: you indemnify us against claims arising from content you supply, from your use of the systems we build, and from your own compliance failures. We indemnify you against claims that our original work infringes a third party’s intellectual property.
Governing law and disputes
Our intended position: these terms are governed by the law of the State of Michigan. Before starting proceedings, both parties agree to attempt to resolve any dispute by direct discussion.
Changes to these terms
We may update these terms. Where a change materially affects an existing client, we will give notice in advance and the change will not apply retroactively to work already agreed. The version in force when your estimate was signed governs that project.
General
Severability. If any provision is held unenforceable, the remainder continues in effect.
Entire agreement. These terms, your written estimate, and the four documents incorporated by reference form the entire agreement between us.
No waiver. If we do not enforce a provision on one occasion, that does not waive our right to enforce it later.
Assignment. Neither party may assign this agreement without the other’s written consent, except in connection with a sale of substantially all of the business.
Independent contractor. We are an independent contractor. Nothing here creates a partnership, joint venture or employment relationship.
Ask before you sign
If a clause in here is unclear, that is a fault in our writing and we would like to know. You will get a straight answer rather than a referral to another clause.
Related documents
Black Tiger Digital · Waterford, Michigan · Mon to Sun, 9am to 9pm ET
