Terms and Conditions

Terms and Conditions

Engagement. By executing this Agreement, the Client engages A. Edwards, Inc. d/b/a Deck Builder Marketers as an Independent Consultant to perform the services outlined in the provided Statement of Work and governed by these Terms and Conditions of Service (“Terms and Conditions”). These Terms and Conditions, together with the Statement of Work, collectively constitute the “Agreement.”

Fees and Payments. The Client agrees to adhere to the following payment structure, which includes both a setup fee and ongoing monthly service fees:

  • Initial Setup Fee: Upon execution of this Agreement, the Client shall be billed for the initial setup fee. This fee covers the costs associated with the commencement of services provided by A. Edwards, Inc.
  • Monthly Service Fees:
    • Billing Start Date: Monthly billing for ongoing services will commence from the date of the Client’s initial planning call. This ensures that billing aligns with the active commencement of service delivery.
    • Payment Terms: Monthly service fees are due in full on the same date each month, starting from the month following the initial planning call.
    • Service Interruption for Non-Payment: Failure to pay monthly service fees will result in an interruption of services. Once paid, all fees shall be non-refundable.
  • 12-Month Prepaid Payment Plan (Optional):
    • Discount on Setup Fee: If the Client elects to prepay for twelve (12) months of service, a 10% discount will be applied to the standard setup fee.
    • Continuation of Services: After the completion of the prepaid period, services will continue on a month-to-month basis at the standard rates, unless otherwise terminated in accordance with the Agreement.
    • Non-Refundable: The prepaid amount for the twelve-month period is non-refundable, even in the event of early cancellation by the Client. This policy is in recognition of the discounted setup fee provided and the resource allocation by A. Edwards, Inc. based on the Client’s commitment.
    • Cancellation within Prepaid Period: In the event of cancellation within the prepaid period, the Client is required to provide a 30-day notice as per the cancellation policy. However, as the prepaid amount is non-refundable, no refunds will be provided for any portion of the prepaid period remaining after the cancellation takes effect.

Cancellation Policy Compliance. A. Edwards, Inc. requires a 30-day written notice for the cancellation of any services. This policy applies to all clients, regardless of their billing cycle, and includes those on the monthly service plan as well as those on the 12-month prepaid payment plan. The following terms shall apply in the event of cancellation:

  • Notice Period: Clients must provide a written notice of cancellation at least 30 days prior to the desired termination date of services.
  • Billing During Notice Period:
    • For monthly service clients: If a cancellation notice is received less than 30 days before the next scheduled payment, the client will be responsible for the payment due on the upcoming billing date. This is due to the notice period falling within the billing cycle.
    • For clients on the 12-month prepaid plan: While the prepaid amount is non-refundable, the client is still required to adhere to the 30-day notice period for service discontinuation.
  • Final Payment: The final payment made by the client will cover services up to the end of the notice period, ensuring that services are paid for in full up to the termination date.
  • No Refunds:
    • For monthly service clients: No refunds will be issued for any payments made during the notice period. If services are canceled partway through a billing period, the client remains responsible for the full payment of that period.
    • For clients on the 12-month prepaid plan: No refunds will be issued for the prepaid amount, regardless of when the cancellation occurs within the prepaid period.
  • Release of Materials: In the event of termination, A. Edwards, Inc. agrees that the website, graphics, and content developed on behalf of the client as part of this agreement will be released to the client at no additional charge.
  • Offboarding Process: In line with A. Edwards, Inc.’s commitment to client success, a comprehensive offboarding process will be conducted upon service cancellation. This process includes completing all outstanding work agreed upon in the Statement of Work and ensuring a smooth transition by addressing any final project details. The aim is to ensure that clients are well-positioned for continued success following the conclusion of our services.

Term. This Agreement shall become effective on the date accepted by A. Edwards, Inc. on the reverse side of this Agreement. The terms of this Agreement are contingent upon the payment structure selected by the Client:

  • Monthly Billing: In case of opting for monthly billing, the Agreement shall be on a month-to-month basis until either party terminates this agreement with a 30-day notice.
  • This Agreement may be terminated immediately by A. Edwards, Inc. if:
    • (i) Client fails to pay any fees as and when due hereunder;
    • (ii) Client ceases to cooperate with A. Edwards, Inc. or otherwise makes it difficult for A. Edwards, Inc. to perform the services contracted hereunder;
    • (iii) A. Edwards, Inc. discovers that Client is utilizing any materials for any purpose that violates federal, state, or local law.
  • 12-Month Prepaid Option: If the Client opts for the prepaid 12 months in advance, the Agreement shall continue for one full year (12 months) and then will continue on a month-to-month basis.
    • This Agreement may be terminated immediately by A. Edwards, Inc. under the same conditions as stated above.
    • In case of early termination by the Client within the prepaid period, the Client is required to provide a 30-day notice as per the cancellation policy. However, the prepaid amount for the twelve-month period is non-refundable, recognizing the discounted setup fee provided and the resource allocation by A. Edwards, Inc. based on the Client’s commitment.

General Changes. Unless otherwise provided in the Statement of Work, Client is allowed three changes to the initial design, content or campaign. Client shall pay additional charges for changes in excess of the three requests during the design phase, content phase, website development phase, or campaign pre-launch phase, at A. Edwards, Inc.’s standard hourly rate of $150.00 per hour. Such charges shall be in addition to all other amounts payable under the Statement of Work, despite any maximum budget, contract price or final price identified therein.

Substantive Changes. If Client requests or instructs changes that amount to a revision in or near excess of 50 percent (50%) of the time required to produce the Deliverables, and or the value or scope of the services, A. Edwards, Inc. shall be entitled to submit a new and separate Statement of Work to Client for written approval. Work shall not begin on the revised services until a fully signed revised Statement of Work and, if required, any additional retainer fees are received by A. Edwards, Inc..

Timing. A. Edwards, Inc. will prioritize services as necessary, aiming to perform within the times identified in the Statement of Work. The Client is expected to review and provide feedback or approval on Deliverables within 3 – 5 business days. If A. Edwards, Inc. does not receive any written feedback or corrections within this timeframe, it will be assumed the Client has no objections, and A. Edwards, Inc. will proceed with proceeding with designs, releasing campaigns, launching websites, or other necessary actions. This approach ensures timely progress and adherence to project schedules. The Client acknowledges that any delays in providing feedback may impact the delivery of Deliverables and originally scheduled timelines. Furthermore, should the Client request changes to Deliverables after A. Edwards, Inc. has moved forward based on assumed approval, additional costs may be incurred to accommodate these late amendments.

Client Authorization. Client authorizes A. Edwards, Inc. to (i) access without limitation Client’s website to analyze its content and structure; (ii) to alter Client’s website as necessary or desirable in A. Edwards, Inc.’s sole and absolute discretion for purposes of search engine optimization, and for any other purpose agreed to by Client and A. Edwards, Inc.; (iii) upload such pages and content to the Client’s website as A. Edwards, Inc. deems appropriate in its sole and absolute discretion for purposes of search engine optimization; (iv) make use of all of Client’s logos, trademarks, copyrights, website images and similar items to create informational pages and for other uses deemed necessary by A. Edwards, Inc. to provide the services subscribed for hereunder; and (v) communicate with third parties as A. Edwards, Inc. deems necessary in its sole discretion to perform A. Edwards, Inc.’ services hereunder, including but not limited to Client’s web designer.

Client Acknowledgments. Client makes the following acknowledgments: (i) that A. Edwards, Inc. cannot control or exert influence over the policies or operations of any search engine companies or any other third parties regarding the content of the sites that are accepted by the search engine companies or other third parties; (ii) that A. Edwards, Inc. will not be responsible for any changes or alterations to Client’s website made by Client or any third parties that negatively impacts the rankings or visibility of Client’s website; (iii) that because the results of the services to be provided by A. Edwards, Inc. hereunder depend upon a number of factors outside of A. Edwards, Inc.’s control, A. Edwards, Inc. cannot guarantee the results of its services to Client; (iv) that because the utilization of certain keywords and key phrases are very competitive, and because search engines are constantly changing search engine ranking algorithms, A. Edwards, Inc. cannot guarantee that Client’s website will achieve the highest search result position in any search engine or consistent search result positions in the top rankings; (v) that certain search engine companies may affect the rankings of new and/or unproven companies (for example, “sandboxing”); (vi) that search engines will, from time to time, drop listings without specific causes; and (vii) that while A. Edwards, Inc. shall use commercially reasonable diligence to promptly submit and/or effect a change in rankings of Client’s website, some search engines may take several months or longer to list and/or effect a change in rankings.

Non-Guarantee of Results: The Client acknowledges that A. Edwards, Inc., as a marketing agency, does not guarantee any specific results or outcomes from the marketing services provided. Marketing success is influenced by numerous factors beyond the control of A. Edwards, Inc., including but not limited to market conditions, Client’s business model, product/service demand, and competitive landscape. As such, A. Edwards, Inc. disclaims any warranties of achieving specific marketing results for the Client.

Force Majeure. A. Edwards, Inc. shall not be liable for, nor considered to be in breach under this Agreement due to, delay or failure to perform under this Agreement as a consequence of any conditions that are beyond A. Edwards, Inc.’s reasonable control after exercising commercially reasonable efforts.

DISCLAIMERS OF LIABILITY. IN ADDITION TO ANY DISCLAIMERS OF LIABILITY FOUND ELSEWHERE IN THESE TERMS AND CONDITIONS, A. Edwards, Inc. SHALL NOT BE LIABLE TO CLIENT FOR INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, LOST PROFITS, WHETHER FORESEEABLE OR BASED ON BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY OR NEGLIGENCE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED IN THIS AGREEMENT. A. Edwards, Inc.

MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR THIRD PARTY CONTENT OF, OR SOFTWARE, EQUIPMENT OR HARDWARE OBTAINED FROM, ANY THIRD PARTIES. A. Edwards, Inc. will not be responsible for results due to any alterations or overwrites made to a website by another party, as Client understands that this can adversely affect the search engine rankings of Client’s website(s), nor for the effect of Client linking to any particular websites without the prior consultation and approval of A. Edwards, Inc..

Client Representations and Warranties; Indemnity. Client represents and warrants to A. Edwards, Inc. the following: (i) that Client owns the URL listed on the reverse side of this Agreement; and (ii) that Client owns or has the absolute and unrestricted right to use and to grant to A. Edwards, Inc. the right to use all graphics, photos, designs, intellectual property and artwork, and any element or elements thereof, that Client furnishes to A. Edwards, Inc.. Client indemnifies and holds harmless A. Edwards, Inc. and A. Edwards, Inc.’s owners, officers, directors and employees from and against any and all liabilities, costs and expenses (including but not limited to reasonable attorneys’ fees and costs incurred at trial, appeal or other legal proceeding) arising out of or with respect to any breach by Client of any of the foregoing representations and warranties, or the breach of any representations and warranties contained elsewhere in this Agreement, and/or the failure by Client to comply with any covenant of Client contained in this Agreement. If Client is a company, the individual signing this Agreement represents and warrants that the execution of this Agreement has been authorized by all necessary action of the Client, and that the undersigned has full authority to sign on behalf of and bind the Client hereunder.

Governing Law/Arbitration. This Agreement shall be governed by and under the laws of the State of California without regard to conflict of laws principles. Any controversy or claim arising out of or under, or relating to, this Agreement, including but not limited to authority to sign this Agreement, contract formation issues, fraud or the breach of any provision hereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, in any arbitration hereunder, the arbitrator shall have no authority to award any relief outside the scope of all disclaimers stated in this Agreement. All arbitration proceedings brought hereunder shall be located exclusively in San Diego County, California.

Miscellaneous. This Agreement may not be assigned by Client without the prior written consent of A. Edwards, Inc. which may be withheld or denied by A. Edwards, Inc. in its sole and absolute discretion. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. The prevailing party in any suit, action or proceeding (including, but not limited to, an arbitration proceeding) arising out of or in connection with this Agreement, shall be entitled to an award of reasonable attorneys’ fees, costs and disbursements incurred by it in connection therewith. Any failure by A. Edwards, Inc. to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. All previous communications about the subject matter of this agreement, either oral or written, are hereby abrogated and withdrawn, and this agreement constitutes the entire agreement between Client and A. Edwards, Inc. with regard to the subject matter hereof. No terms, conditions, understandings, or agreements purporting to modify or vary the terms of this document shall be binding unless hereafter made in writing and signed by both Client and A. Edwards, Inc.. There are no third party beneficiaries of or to this Agreement or any of the provisions hereunder. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument. Any signature to this Agreement that is transmitted by fax or email transmission shall be considered an original signature for all purposes. It is the intent of the parties hereto that all provisions of this Agreement shall be enforced to the fullest extent possible. Accordingly, if any arbitrator determines that the scope and/or operation of any provision of this Agreement are too broad to be enforced as written, the parties hereto intend that the arbitrator should reform such provision to the minimum extent necessary to render such provision enforceable. If, however, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then such provision shall be fully severable, and this Agreement shall be construed and enforced as if such provision was never a part of this Agreement. The rule of construction that an ambiguity in a contract will be construed against the drafter is hereby waived by both parties hereto.