Terms and Conditions

Contract Terms and Conditions

This Contract is entered into by DigitalWebHelp LLC (referred to herein as “us”, “we”, “our”) and Digital.Web.Help Client’s (referred to herein as “the Client”, “you”, “yours”) and effective on the specified date below.

The Agreement’s (“Agreement”)“Effective Date” is by and between DigitalWebHelp, LLC (“DigiWebHelp” or DWH), and Client (“Advertiser” or “Client”) sign the agreement sent to the client. This Agreement sets forth the terms and conditions of the Advertiser’s/Client’s use of DigitalWebHelp’s services.

Definitions

a). “Services” means all work, consulting, support, implementation, optimization, updates, and other services performed by us to you pursuant to this Contract or as otherwise agreed with the Client.  

b). “Contract” and “agreement” mean this document and all the rights and obligations in relation to the Parties described herein.  

c). “Payment” means the fee charged for each Service billing cycle or term.  

d). “Writing” and “written” means direction or statements provided in this Contract as well as in other forms such as emails and similar communications.  

e). “Party” or the “Parties” mean the parties to this Contract.  

f). “SEO work” and “SEO” means search engine optimization as a professional service that we provide for your website with the goal of meeting certain standards of third-party search engines like Google. The limitations and expectations of this work are as defined and agreed upon under Responsibilities. 

Client’s Responsibility
Common Responsibilities Across All Projects:

  • Have read, understood, and accepted all terms outlined in the document. 
  • Provide necessary information, access, passwords, and assistance in a timely manner. 
  • Nominate a suitable representative to liaise with the agency. 
  • Obtain and maintain all necessary permissions and consents. 
  • Meet payment schedules and requirements defined in the document. 
  • Be responsible for all activities conducted under user logins.  
  • Ensure accuracy, appropriateness, and legality of logos, imagery, content, etc. 
  • Prevent unauthorized access to services and notify the agency promptly of any issues. 
  • Provide access to all stakeholders required for project performance. 

Specific Responsibilities for Amazon:

  • Ensure accuracy, appropriateness, and legality of logos, imagery, content, etc. 
  • Maintain a 4.5-star rating after the first 3 months by providing top-class service. 
  • Ensure quality products, prompt customer service, timely shipping, and proactive communication. 
  • Encourage positive reviews and address negative feedback promptly. 
  • Continuously monitor customer feedback and competitor reviews. 
  • Ensure compliance with Amazon’s policies and guidelines. 

Unique Responsibilities for Web Development:

  • Provide comprehensive and accurate information during the project discovery phase. 
  • Provide detailed requirements, including design preferences and functionality needs. 
  • Provide necessary assets such as logos, images, and content. 
  • Participate in timely communication with the development team. 
  • Review and approve project milestones and deliverables. 
  • Pay invoices promptly and adhere to the payment schedule. 
  • Collaborate with the development team to test and validate website functionality. 

Unique Responsibilities for Inbound Marketing and CRO:

  • Clearly communicate business goals, target audience, and key performance indicators. 
  • Offer timely feedback on content drafts, SEO strategies, and campaign performance. 
  • Support implementation of website changes or technical optimizations. 
  • Allocate sufficient resources for campaigns, design creation, and marketing initiatives. 
  • Coordinate with internal teams to ensure alignment between marketing efforts and business objectives. 

Unique Responsibilities for Paid Influencer Marketing & Non-Amazon Accounts and Social Media Channels

  • Ensure ratings and reviews for all social media platforms are maintained over 4.5 stars/rating. 
  • Provide top-class service to maintain positive customer feedback. 
  • Encourage positive reviews and address negative feedback promptly. 
  • Continuously monitor customer feedback and competitor reviews. 
  • Ensure compliance with guidelines for Google, Yelp, and other platforms. 

Channel/Partner Information

DWH will be informed by the client of all channels and partners currently being used to generate revenue in the United States market. DWH will be informed of any other channel or platform being added that might affect the revenue in the United States market. Including but not limited to Influencer, local shops, 3rd party partners. Any promo codes or UTMs already created for such activities need to be shared with DWH ahead of time and they need to be reviewed every month. Creation of new promo codes or UTMs needs to be informed to DWH before these are added for the United States Market.  

Monthly Marketing Terms

Client acknowledges and agrees to the following: 

  • No other person or agency (including Client’s internal resources) may make changes to the campaign or campaign assets without the prior written approval of DigitalWebHelp (DWH). 
  • Advertising networks have overspent policies that allow campaigns to spend up to 100% above the daily budget. 
  • Advertising networks may, at their discretion, change the active status of an account. 
  • DigitalWebHelp will work to be as responsive as possible. However, change requests may take as long as 2 business days to complete. The client agrees to provide adequate notice for time-sensitive campaign updates. 

DigitalWebHelp has no control over the policies of Amazon or other search engines or advertising networks with respect to the type of content that search engines accept now or in the future. The Client’s listings or ads may be excluded at any time at the sole discretion of the search engine, advertising network, or directory. 

External Factors Disclaimer

Estimates provided herein are subject to change based on external factors including market fluctuations, changes in consumer behavior, and unforeseen events. DWH shall not be held responsible for changes in performance resulting from such factors. 

Revision Clause

Both parties acknowledge that estimates may need to be revised based on evolving circumstances and feedback. DWH and both CLIENT reserve the right to adjust these estimates as necessary with mutual agreement from each other, and must be in writing.  

Good Faith Effort

Client acknowledges that DWH will make every reasonable effort to achieve the estimated goals outlined in this contract. However, the client understands that results may vary and are dependent on numerous factors, both internal and external. DWH is not held responsible or liable for any verbal or written results on performance.  

Late Payments. Any invoices or fees that are not paid within 7 days of when due shall bear a late fee charge of 2% and will be applied to invoices. The Client shall pay all costs and expenses, including without limitation, reasonable attorneys’ fees incurred by us, DWH, enforcing this policy or in collecting from you any amounts due to us hereunder.  

Disputes. Client shall promptly provide us with written notice of any disputes or concerns you have with respect to any invoices, charges, payments, or concerns on deliverables made hereunder; and in any case, you shall notify us of such a dispute or concern within thirty (30) days of your receipt of such invoice or charge to allow ample time for us to resolve your concern. Failure to dispute an invoice within thirty (30) days of receipt shall constitute Client’s acceptance of the invoice and the related charges. 

Termination

Effective at the expiration of the initial term, either Party has the right to terminate the Contract by giving a minimum of one month’s written notice to the other Party assuming you have paid all amounts due or payable to us, excluding those disputed in good faith.  

As an exception, either Party has the right to terminate the Agreement immediately, irrespective of the no-cancellation term if the other: 

  1. Has committed a breach of this Agreement, unless the breach is capable of remedy, in which case the innocent Party will have the right to terminate if the other Party has failed to remedy the breach within 14 days after receiving written notice to do so. 
  1. Goes into bankruptcy or liquidation either voluntary or compulsory (except for the purpose of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets.  

 

If this Contract is terminated, we will continue to provide the Services and you will continue to pay the fees during any period of notice, except in accordance with the exceptions mentioned above. You will also be required to pay us immediately for any other Services we have provided at your request that have not yet been paid for.

Suspension

DWH may suspend the Services in the event of (i) non-payment; (ii) any breach by Client; or (iii) if required to avoid harm to DWH or any third party. Such suspension will only apply to those parts of the Services to the extent and duration necessary to address the breach or threat and in case of non-payment, until payment is received in full. 

Work Product and Inventions

The “Work Product” shall be considered “work made for hire” with all right, title, and interest to such Work Product vesting in Client. Client shall have the right to use the Work Product or any part or parts thereof as it sees fit.  

At Client’s request, during and after the term of this Agreement, DigitalWebHelp shall, and hereby does, assign all right, title, and ownership interest in, to, and under the Work Product to Client and shall assist and cooperate with Client in all respects, and shall execute documents, and shall take such further acts reasonably requested by Client to enable Client to acquire, transfer, maintain,  perfect,  and  enforce  its  intellectual property  rights  and  other  legal protections for the Work Product, subject only to Client making full payment of the Management Fee and as invoiced by DigitalWebHelp to Client.  

Work Product shall not include DigitalWebHelp’s preexisting proprietary information and methodologies for delivery of the services set forth herein, document templates, code, or project tools used by DigitalWebHelp to deliver the Services, and DigitalWebHelp- owned materials in the Work Product (collectively, “DigitalWebHelp Intellectual Property”). Nothing herein shall be interpreted to prevent DigitalWebHelp from performing similar services for any other DigitalWebHelp Client. In the event any DigitalWebHelp Intellectual Property is required to use the Work Product or receive benefit from the Services, DigitalWebHelp hereby grants to Client a nonexclusive, royalty-free, limited license to use, execute, reproduce, display, perform, and distribute copies of the DigitalWebHelp Intellectual Property solely for its internal business purposes. 

Access Requirements

Client shall provide access to any existing infrastructure, accounts, online properties, profiles, or applications as well as any information necessary to perform the Services. 

Jurisdiction and Interpretation

This Contract will in all respects be subject to and construed in accordance with the laws of the state of Texas.   

The interpretation of this agreement is agreed upon by both parties to be clear and leave no doubt upon the terms and definitions used herein. No third party may assign a different interpretation to the agreed terms. Any dispute between the Parties will be referred to the exclusive jurisdiction of the courts of Texas. 

Warranties

You warrant to:  

  • Pay all fees owing hereunder when due, regardless of whether or not you have denied any Services hereunder;  
  • Comply with license terms for any and all items provided, installed, and/or maintained by us;  
  • Comply with all applicable laws and regulations governing transmissions of data;  
  • and not use our provided Services for illegal or unauthorized purposes, to interfere with or disrupt other users, Services, or equipment, or to propagate computer viruses or worms.  
  • Not solicit any of our employees or contractors during the Duration of this Contract and for a period of five (5) years after the termination hereof.  

We warrant: 

  • That the Services to be provided hereunder will be performed in a professional manner consistent with the standards of the industry.  
  • That except for the warranties set forth herein, DWH and our employees, agents, affiliates, successors, and assigns provide the services and deliverables on an as-is and as-available basis and make no other warranties of any kind whether express or implied with respect to this Agreement or the services including, but not limited to, any implied expectation of ranking, profitability, or usage for a particular purpose. 
  • The estimates provided in this contract are projections based on our professional analysis and experience. While we strive to achieve these goals, they are not guaranteed outcomes and we are not held liable to performance results.  

Limitation of Liability; Monetary Cap

This Contract is entered into with the mutual understanding that a specific search result ranking, Domain Rating, or similar metric like an estimate is not in any way guaranteed by us to you. It is also mutually understood that since search engines have their own proprietary algorithms that change with time, we will perform the Services within our exclusive scope of abilities at any given moment.   

You understand and accept that at any time the third-party search engines and platforms in their sole discretion may affect how your website content, pages, and domain are viewed and displayed and thereby, your website may lose rankings or be excluded from search results at the sole discretion of the search engines. You agree to not hold us liable for any such negative impact to your rankings. We assume no responsibility for the actions and algorithms of these search engines and platforms. The client acknowledges that there are factors beyond the control of our company on all platforms that may impact the attainment of the estimated goals. DWH shall not be held liable for any failure to meet these estimates due to such factors. 

In no event shall DWH be liable under any theory of tort, contract, strict liability or other legal or equitable theory for exemplary, punitive, special, incidental, indirect, or consequential damages, or for any loss of profits, revenue, or data, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether DigitalWebHelp had been advised of the possibility of such damages.  

In no event shall DigitalWebHelp aggregate liability to Client or any third party for any claims, losses, injuries, suits, demands, judgments, liabilities, costs, expenses or damages for any cause whatsoever (including, but not limited to, those arising out of or related to this agreement) and regardless of the form of action or legal theory, exceed the management fees paid by Client to DigitalWebHelp in the prior three (3) months to the event that gave rise to such claim. The limitations of liability reflect the allocation of risk between the parties. The limitations specified in the last 4-5 sections above shall survive and apply even if any limited remedy specified in this agreement is found to have failed in its essential purpose. 

Indemnification

You agree to hold harmless, defend and indemnify us, our employees, contractors, directors, and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including without limitation reasonable attorneys’ fees) incurred in connection with or arising from any breach by Client or its employees, agents, guests, or invitees of this Contract.  

 If any action or proceeding is brought against us, our employees, contractors, directors, or agents by reason of such claim for which you have indemnified us, you agree to, upon written demand from us, defend the same at your own expense, with counsel reasonably satisfactory to us. 

Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party.  

Such causes include, but are not limited to: power failure, internet service provider failure, strike, lockout, civil unrest, acts of malicious computer programs and code (including but not limited to viruses, Trojan horses, worms, malicious macros, and scripts), shortages, accidents, casualties, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemics or any other event beyond the control of the Party in question.  

Confidential Information

Each party acknowledges that it shall have access to certain confidential information of the other Party, including the terms and conditions of this Agreement. “Confidential Information” includes all non-public, confidential, or proprietary information disclosed by the other Party or identified by a Party as confidential. Each Party’s Confidential Information shall (i) remain the sole property of that Party and (ii) be used by the other Party only as described herein and may not be disclosed, provided, or otherwise made available to any other third Party except that such Confidential Information may be disclosed to the other Party’s employees or agents who have a need to know in the scope of their work during the time they are performing services under this Agreement and are under the other Party’s security and control.  

Confidential Information does not include (i) information that the recipient can establish was already known to the recipient at the time it was disclosed in connection with this Agreement, (ii) information that is developed independently by the recipient or received from another third Party lawfully in possession of the information and having no duty to keep the information confidential, (iii) information that becomes publicly known other than by a breach of this Agreement, or (iv) information disclosed in accordance with a valid court order or other valid legal process. Each Party agrees to hold the Confidential Information of the other Party in strictest confidence and not to copy, reproduce, distribute, publish, or disclose such Confidential Information to any person except as expressly permitted by this Agreement. 

Legal & License

DWH warrants that the output contained in this project will meet CLIENT’ requirements and that the operation will be reasonably error-free. The entire risk as to the quality and performance of the project is with CLIENT. In no event will DWH be liable to CLIENT or any third party for any damages, including any lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate the website, even if DWH has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.  

Copyrights & Trademarks

CLIENT represents to DigitalWebHelp (DWH) and unconditionally guarantees that any elements furnished to DWH for inclusion in the project are owned by CLIENT, or that CLIENT has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend DWH and its subcontractors from any claim or suit arising from the use of such elements furnished by CLIENT.

Intellectual Property

DigitalWebHelp (DWH) guarantees CLIENT will own all content DWH will design, including meta descriptions, alt tags, visuals, written content, and any graphic art developed for it. DWH isn’t required to keep copies of the content or fragments of it. CLIENT will not hold DWH responsible for any third-party claims. CLIENT will own any and all copyrightable work, ideas, products, inventions, and other information created in connection with the services being provided and will remain legal owners of them, not holding DWH responsible for any third-party claims. 

Sole Agreement

The agreement contained in this Contract constitutes the sole agreement between 

DigitalWebHelp (DWH) and CLIENT regarding this project. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for three (3) months after both parties complete the contract. Continued services after that time will require a new agreement. This agreement may not be amended except in writing signed by the parties. Any inconsistency in any documents relating to the Services shall be resolved by giving precedence to the terms and conditions of this Agreement (including any exhibits attached

The agreement contained in this Contract constitutes the sole agreement between 

DigitalWebHelp (DWH) and CLIENT regarding this project. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for three (3) months after both parties complete the contract. Continued services after that time will require a new agreement. This agreement may not be amended except in writing signed by the parties. Any inconsistency in any documents relating to the Services shall be resolved by giving precedence to the terms and conditions of this Agreement (including any exhibits attached

Initial Payment & Refund Policy

If CLIENT halts work and applies for a refund within 4 days, work completed shall be billed at the hourly rate of $100/hour, and deducted from the initial payment, the balance of which shall be returned to CLIENT. If, at the time of the request for a refund, work has been completed beyond the amount covered by the initial payment, CLIENT shall be liable to pay for all work completed at the hourly rate stated above. 

Change of Ownership or Name

In the event of a change of ownership or change in the name of the client’s business, this contract shall remain binding on the successor entity or under the new name. Both parties agree to honor all terms and obligations including paying invoices outlined herein. 

Assignment and Transfer

The client shall not assign or transfer this contract to another entity without the prior written consent of the DigitalWebHelp. Any assignment or transfer without consent shall be deemed null and void. 

Notification of Changes

The client shall promptly notify the DigitalWebHelp in writing of any significant changes to their business, including but not limited to closure, relocation, or rebranding. 

Continuity of Services

In the event of business closure or relocation, the client agrees to provide reasonable assistance to facilitate the transition of services to another entity recommended by DigitalWebHelp.  

Guarantee by Parent Company

The client’s parent international company hereby guarantees the performance and fulfillment of all obligations under this contract. In the event of the client’s default or non-compliance, the parent company shall assume full responsibility and be liable for any resulting damages or losses incurred by the DigitalWebHelp. 

Joint and Several Liability

The client and its parent international company shall be jointly and severally liable for all obligations, liabilities, and commitments arising from this contract. Any breach or default by either party shall be deemed a breach or default by both parties. 

Consent to Jurisdiction

The parent international company consents to the jurisdiction of the courts of Texas, USA for the resolution of any disputes arising out of or in connection with this contract. The parent company further agrees to appoint a representative for the process within Texas, USA. If a dispute arises from this Agreement, the non-prevailing Party shall pay the reasonable attorney fees and costs incurred by the prevailing Party.