Terms of Service

These Terms of Service (“Terms”) govern the web design and development services provided by Netacles Digital LLC (“Netacles,” “Netacles Digital,” “we,” or “us”) to the Client (“you” or “Client”). By accepting a Brief, Quote, or Proposal and proceeding with payment, you agree to be bound by these Terms.

1. Scope of Work and Acceptance

• Project Scope: The specific details of the project, including deliverables, timelines, and costs, are outlined in the document provided by Netacles Digital, which may be titled “Brief,” “Quote,” or “Proposal.”
• Acceptance of Scope: By accepting the document and proceeding with payment, you confirm your acceptance of these Terms and the scope of work detailed in the project document.
• Modifications: Any changes to the scope of work must be agreed upon in writing.

2. Financial Terms

• Payment: A deposit, as stated in your project document (Brief, Quote, or Proposal), is required to begin work. The remaining balance is due before the website goes live or administrator login details are provided. We reserve the right to delay launching the website or providing login credentials until final payment is received.
• Cancellations Before Deliverables: If you cancel before deliverables are provided, we will retain a 10% administrative fee, and the remainder of your deposit will be refunded within 30 days.
• Cancellations After Deliverables: If you cancel after deliverables are provided, the deposit will be prorated based on the percentage of work completed, and any unused deposit will be refunded within 30 days. All completed work will be non-refundable.
• Cost of Changes to Project Scope: The costs for any requested changes to the scope of work, deliverables, or timelines not covered by the initial agreement will be provided in an estimate. If you agree to the estimate, an invoice will be issued, and work will commence upon payment.

3. Hosting and Domain Services

• Client-Managed Hosting: If you manage your own hosting and domain services, you assume full responsibility for performance, security, and management. Netacles Digital is not liable for issues, including server downtime, security breaches, or data loss, related to third-party hosting providers.
• Netacles-Managed Hosting: If you opt for Netacles Digital to manage hosting and domain registration, we will act as an intermediary and handle the day-to-day management of hosting services on your behalf. While we will facilitate troubleshooting and address issues with the third-party provider, Netacles Digital is not liable for problems caused by the hosting provider, such as server downtime, security breaches, or data loss. Domain names registered on your behalf will be in your name.
• Access Authorization: You authorize us to access your hosting and domain accounts for website development and management purposes. Timely provision of login credentials is your responsibility, and delays may impact project timelines.

4. Website Maintenance and Support

• Scope of Maintenance: Renewal fees, as stated in your Brief, Quote, or Proposal, cover basic website maintenance such as plugin updates, security checks, and site monitoring. Major redesigns, new features, or significant updates will incur additional fees.
• Client Responsibilities with Netacles-Managed Hosting: If you opt for Netacles-managed hosting and domain services, we will be responsible for maintaining your hosting and domain services during the maintenance period.
• Client Responsibilities with Client-Managed Hosting: If you manage your own hosting, you are responsible for maintaining your hosting and domain services. Netacles Digital is not responsible for issues related to your chosen third-party providers.
• Third-Party Modifications: If you or a third party modifies the website after project completion, Netacles Digital is not liable for any resulting errors or performance issues. We can provide repair services at our current hourly rate upon request.

5. Web Development Tools and Plugins

• WordPress and Plugins: We primarily use WordPress as the content management system (CMS) and may integrate premium plugins under our agency license to enhance your website’s functionality.
• Post-Termination Responsibility: If you terminate your relationship with Netacles Digital or fail to pay your renewal fees for website maintenance, you will need to purchase separate licenses for any premium plugins we used to continue receiving updates and support from the plugin developers.
• Updates and Compatibility: We are not liable for future issues caused by updates to WordPress core, plugins, or third-party services unless you have an active maintenance agreement with us.

6. Search Engine Optimization (SEO)

• Initial SEO Setup: We will optimize your website using relevant titles, keywords, descriptions, and metadata. Your website will also be submitted to major search engines like Google and Bing.
• SEO Disclaimers: While we apply best practices for SEO, we do not guarantee specific search engine rankings or business outcomes. SEO success is influenced by several factors outside our control, including changes in search engine algorithms and competition.
• Ongoing SEO: If you request ongoing SEO services beyond the initial setup, we will provide a cost estimate. If you agree, an invoice will be issued, and services will commence once payment is received.

7. Intellectual Property and Ownership

• Client Content Ownership: You retain full ownership of any original content, data, images, and materials provided to us during the development process. You also own any custom content created by us specifically for your project.
• Netacles Digital’s Proprietary Tools: We retain ownership of all proprietary methodologies, tools, and frameworks used in developing your website. These remain our intellectual property and are not transferred to you after the project is completed.
• Transfer of Ownership: Upon receipt of final payment, ownership of the completed website (excluding third-party plugins) will transfer to you. This includes custom design elements, HTML/CSS, and WordPress theme customizations.
• Portfolio Use: We reserve the right to display non-confidential aspects of your completed project in our portfolio and promotional materials. If you prefer to restrict any project elements from being displayed, please notify us in writing before project completion.
• Intellectual Property Indemnity: You guarantee that any materials or content you provide do not infringe on third-party intellectual property rights. You agree to indemnify and hold us harmless from any claims arising from intellectual property violations.

8. Legal and Compliance

• Confidentiality: Both parties agree to keep all proprietary information confidential, except as required by law. This includes business plans, financial details, and project-related communications.
• Website Security: We apply security best practices to help safeguard your website, but no website can be guaranteed 100% secure. Netacles Digital is not responsible for any security breaches, hacking incidents, or vulnerabilities, unless it can be clearly proven that such incidents were directly caused by our negligence. 
• Limitation of Liability: Our liability is capped at the total fees paid for the project. We are not responsible for indirect, incidental, consequential, or punitive damages, including lost profits, business interruptions, or data loss.

9. Termination and Dispute Resolution

• Termination for Breach: Either party may terminate the project if the other breaches a material term and does not correct it within 30 days of written notice. Upon termination, payment for completed work is due based on the stages outlined in your project document. Any unused portion of your deposit will be refunded within 30 days.

• Negotiation: In the event of a dispute, we agree to first attempt resolution through good-faith negotiations.
• Arbitration: If unresolved, disputes will be submitted to binding arbitration conducted online using an agreed-upon arbitration service. If no agreement is reached, a neutral third party will select the arbitration service. Arbitration will follow the Wyoming Uniform Arbitration Act.

10. General Provisions

• Headings: Section headings are for convenience and do not affect interpretation.
• Force Majeure: Neither party is liable for delays caused by events beyond their control, including natural disasters, strikes, or pandemics.
• Relationship of the Parties: We are independent contractors, and these Terms do not create a partnership, joint venture, or agency relationship.
• Assignment: You may not transfer your rights or obligations under these Terms without our consent.
• Waiver: Failure to enforce any part of these Terms does not waive our right to enforce them later.
• Agreement: These Terms, along with any Brief, Quote, or Proposal, constitute the entire agreement between the Client and Netacles Digital. By accepting the terms of the project document and proceeding with payment, you agree to these Terms of Service.