Terms of Service Agreement
Clear, fair terms that protect both your business and ours. Understand your rights and responsibilities when working with SofteraDigital.
Fair Terms
Transparent & balanced
Mutual Respect
Collaborative approach
Clear Agreements
No hidden clauses
Terms of Service
Clear, fair terms that establish mutual expectations and protect both your business and ours.
Last Updated: August 2, 2025
Acceptance of Terms
By accessing our website, engaging our services, or entering into any agreement with SofteraDigital, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
**Agreement Formation:**
- •Use our website or services
- •Submit a project inquiry or request a quote
- •Sign a service agreement or statement of work
- •Make payment for our services
- •Communicate with us regarding potential projects
**Capacity to Contract:** You represent that you have the legal authority to enter into this agreement on behalf of yourself or your organization. If you are acting on behalf of a company, you warrant that you have the authority to bind that entity to these terms.
**Updates and Modifications:** We reserve the right to modify these terms at any time. Material changes will be communicated via email or prominent website notice. Continued use of our services after changes constitutes acceptance of the modified terms.
**Entire Agreement:** These terms, together with any signed service agreements, statements of work, and privacy policy, constitute the entire agreement between you and SofteraDigital.
Services Description
SofteraDigital provides professional digital services including web development, SEO optimization, digital marketing, and related consulting services.
**Core Services:**
- •**Web Development:** Custom websites, e-commerce platforms, web applications
- •**SEO Services:** Search engine optimization, local SEO, technical SEO audits
- •**Digital Marketing:** PPC campaigns, social media marketing, content marketing
- •**Consulting:** Digital strategy, website audits, performance optimization
- •**Maintenance:** Ongoing website maintenance, security updates, performance monitoring
**Service Delivery:** Services are delivered according to agreed-upon specifications in signed statements of work. We use industry-standard practices and technologies to ensure high-quality deliverables that meet professional standards.
**Custom Solutions:** Each project is tailored to client needs. Service specifications, timelines, and deliverables are detailed in individual project agreements that supplement these general terms.
**Service Standards:**
- •Modern, responsive web design
- •Clean, maintainable code
- •SEO best practices
- •Performance optimization
- •Security implementation
- •Cross-browser compatibility
**Third-Party Integrations:** Our services may include integration with third-party platforms and services. We are not responsible for the availability, functionality, or terms of service of third-party providers.
Payment Terms & Billing
Payment terms are designed to be fair and transparent, protecting both client and service provider interests.
**Payment Structure:**
- •**Project Deposits:** 50% deposit required to commence work on new projects
- •**Progress Payments:** Staged payments based on project milestones
- •**Final Payment:** Balance due upon project completion and delivery
- •**Ongoing Services:** Monthly billing for maintenance and ongoing services
**Payment Methods:**
- •Bank transfers (ACH/wire transfers)
- •Credit cards (Visa, MasterCard, American Express)
- •PayPal and other digital payment platforms
- •Cryptocurrency (for international clients, upon request)
**Payment Terms:**
- •Invoice payment due within 30 days of invoice date
- •Late payment fees of 1.5% per month on overdue amounts
- •Services may be suspended for accounts more than 60 days overdue
- •Collection costs and legal fees may be charged for severely delinquent accounts
**Refund Policy:**
- •Deposits are non-refundable once work commences
- •Refunds may be provided for work not yet completed, minus costs incurred
- •Disputes must be raised within 30 days of project completion
- •Refund decisions are made at SofteraDigital's discretion
**Pricing Changes:**
- •Quoted prices are valid for 30 days unless otherwise specified
- •Price changes during projects require written approval
- •Ongoing service rates may be adjusted annually with 60 days notice
Client Responsibilities
Successful project completion requires active client participation and adherence to agreed responsibilities.
**Content and Materials:**
- •All text content, images, and media assets
- •Brand guidelines, logos, and marketing materials
- •Access to existing systems, hosting, and domains
- •Timely feedback and approvals during project phases
- •Accurate business information and requirements
**Communication and Availability:**
- •Designate a primary point of contact for project communications
- •Respond to requests for information within agreed timeframes
- •Participate in scheduled meetings and project reviews
- •Provide feedback on deliverables within specified review periods
- •Notify us promptly of any changes in requirements or priorities
**Technical Requirements:**
- •Provide necessary access credentials for hosting, domains, and third-party services
- •Ensure hosting environment meets technical requirements
- •Maintain current backups of existing websites and data
- •Coordinate with internal IT teams when required
**Legal and Compliance:**
- •Ensure all provided content is legally owned or properly licensed
- •Comply with industry regulations applicable to your business
- •Obtain necessary approvals for marketing campaigns and website content
- •Maintain appropriate insurance and business licenses
**Delays and Impact:** Failure to fulfill client responsibilities may result in project delays, additional costs, or project suspension. Timeline adjustments will be made to account for client-caused delays.
Intellectual Property Rights
Intellectual property rights are clearly defined to protect both client and service provider interests.
**Client-Owned Content:**
- •Original text content, images, and media provided
- •Existing trademarks, logos, and brand materials
- •Business processes and proprietary information
- •Data and information provided during the project
**Work Product Ownership:**
- •Custom website designs and layouts
- •Custom-developed code and applications
- •SEO strategies and recommendations specific to client business
- •Marketing materials created specifically for the client
**SofteraDigital Retained Rights:**
- •Pre-existing tools, frameworks, and methodologies
- •General knowledge and experience gained
- •Code libraries and reusable components
- •Portfolio rights to showcase completed work (with client approval)
**Third-Party Components:**
- •Open-source software remains under original licenses
- •Third-party plugins and tools retain their respective licenses
- •Stock images and assets must be properly licensed by client
- •Premium tools and services require separate licensing
**Confidentiality:** Both parties agree to maintain confidentiality of proprietary information shared during the project relationship.
**Copyright and Attribution:**
- •Client content remains under client copyright
- •SofteraDigital may include discrete attribution links unless otherwise agreed
- •Removal of attribution requires separate agreement and may incur additional fees
Warranties & Guarantees
We stand behind our work with comprehensive warranties while maintaining realistic expectations.
**Service Quality Warranty:**
- •Be performed with professional skill and care
- •Meet industry standards and best practices
- •Comply with project specifications as agreed
- •Function as intended across modern browsers and devices
**Website Functionality Guarantee:**
- •Websites will function as designed for 90 days after launch
- •Bug fixes and functionality issues addressed at no charge
- •Performance meets agreed specifications
- •Responsive design works across standard device sizes
**SEO Performance Expectations:**
- •SEO services follow current best practices and guidelines
- •No guarantee of specific ranking positions or traffic levels
- •Results depend on competition, market conditions, and ongoing efforts
- •Reporting provided on progress and improvements
**Limitation of Warranties:**
- •No warranty on results from external factors beyond our control
- •Third-party service availability and functionality not warranted
- •Client-provided content and materials not warranted by us
- •Search engine algorithm changes may affect results
**Warranty Exclusions:**
- •Issues caused by client modifications or third-party changes
- •Problems resulting from hosting or server issues
- •Conflicts with client-installed plugins or software
- •Damages from client misuse or unauthorized modifications
**Remedy for Warranty Breach:** Our sole obligation for warranty breach is to correct the defective work or provide a refund for unperformed services.
Limitation of Liability
Liability limitations protect both parties while ensuring fair risk allocation.
**Maximum Liability:** Our total liability for any claim related to our services is limited to the amount paid by the client for the specific services giving rise to the claim, not to exceed the total project value.
**Excluded Damages:**
- •Indirect, incidental, or consequential damages
- •Lost profits, revenue, or business opportunities
- •Data loss or corruption (beyond our reasonable control)
- •Third-party claims or actions
- •Damages from client's use of deliverables
**Business Continuity:**
- •Uninterrupted website or service availability
- •Immunity from cyber attacks or security breaches
- •Protection from all forms of data loss
- •Specific business results or outcomes
**Client Risk Management:**
- •Maintaining appropriate backups of all data
- •Implementing additional security measures as needed
- •Obtaining adequate business insurance coverage
- •Complying with applicable laws and regulations
**Force Majeure:** Neither party is liable for failures due to circumstances beyond reasonable control, including natural disasters, government actions, internet outages, or other force majeure events.
**Time Limitation:** Claims must be brought within one year of the date the claim arose or could reasonably have been discovered.
**Mitigation of Damages:** Both parties agree to take reasonable steps to mitigate damages and minimize losses.
Termination of Services
Termination procedures ensure orderly conclusion of service relationships while protecting both parties' interests.
**Termination by Client:**
- •At any time with written notice
- •Immediately for breach of these terms (after opportunity to cure)
- •Upon project completion as specified in service agreements
**Termination by SofteraDigital:**
- •For non-payment after 60 days written notice
- •For material breach of terms (with 30 days opportunity to cure)
- •If client fails to provide necessary cooperation or materials
- •If project requirements change substantially from original scope
**Effect of Termination:**
- •Client pays for all work completed to date
- •SofteraDigital delivers completed work products
- •Both parties return confidential information
- •Ongoing service obligations cease
**Transition Assistance:**
- •Reasonable assistance with transitioning to new providers
- •Access to project files and documentation
- •Transfer of website files and databases (upon full payment)
- •Basic support during transition period (30 days)
**Post-Termination Obligations:**
- •Confidentiality obligations survive termination
- •Payment obligations for completed work remain
- •Intellectual property rights transfer as specified
- •Non-solicitation agreements continue
**Refund Upon Termination:**
- •No refund for completed work or incurred expenses
- •Possible refund for prepaid services not yet performed
- •Refund decisions made on case-by-case basis
- •Client responsible for termination-related costs
Dispute Resolution
We prefer collaborative resolution of disputes while providing formal mechanisms when needed.
**Initial Resolution Process:** 1. **Direct Communication:** Discuss concerns directly with project manager 2. **Management Escalation:** Escalate to senior management if unresolved 3. **Good Faith Negotiation:** Both parties commit to resolving disputes amicably 4. **Documentation:** Maintain written records of dispute resolution efforts
**Mediation:**
- •Either party may request mediation
- •Mediator selected by mutual agreement
- •Mediation costs shared equally
- •Location convenient to both parties
**Arbitration:**
- •Binding arbitration under American Arbitration Association rules
- •Single arbitrator unless dispute value exceeds $100,000
- •Arbitration location in neutral venue
- •Each party bears own legal costs unless otherwise awarded
**Legal Action:**
- •Legal action only after exhausting alternative dispute resolution
- •Disputes subject to jurisdiction where SofteraDigital is headquartered
- •Prevailing party may recover reasonable attorney fees
- •Class action lawsuits are waived
**Equitable Relief:**
- •Breach of confidentiality obligations
- •Intellectual property violations
- •Urgent matters requiring immediate attention
**Limitation Period:** All claims must be brought within one year of when the claim arose or reasonably should have been discovered.
General Provisions
These general provisions ensure the enforceability and proper interpretation of our agreement.
**Governing Law:** These terms are governed by the laws of the jurisdiction where SofteraDigital is headquartered, without regard to conflict of law principles.
**Severability:** If any provision of these terms is found unenforceable, the remaining provisions continue in full force and effect. Invalid provisions will be modified to achieve the intended result.
**Assignment:**
- •SofteraDigital may assign rights and obligations with notice to client
- •Client may not assign without prior written consent
- •Assignment includes mergers, acquisitions, or business transfers
**Independent Contractors:** The relationship between SofteraDigital and client is that of independent contractors. No partnership, joint venture, or employment relationship is created.
**Notice Requirements:** All notices must be in writing and delivered to the addresses specified in service agreements. Email notice is acceptable for routine communications.
**Waiver:** Failure to enforce any provision does not constitute a waiver of rights. Waivers must be in writing and signed by the waiving party.
**Force Majeure:** Neither party is liable for delays caused by circumstances beyond reasonable control, including natural disasters, government actions, or technical failures.
**Survival:** Provisions relating to payment, intellectual property, confidentiality, and limitation of liability survive termination of the agreement.
**Headings:** Section headings are for convenience only and do not affect interpretation of the terms.
Questions About These Terms?
We believe in transparency and clear communication. If you have any questions about these Terms of Service or need clarification on any provisions, please don't hesitate to contact us.
Email Us
legal@softeradigital.com
Call Us
+1 (555) 123-4567
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