Southerly Digital Terms & Conditions
Noted below are our standard contract Terms and Conditions. Last updated January 2024. If you have any questions regarding terms, please email mgmt@southerlydigital.com
Definitions
These Terms and Conditions (“Terms”) set forth the terms and conditions that apply to the AGREEMENT (“Agreement”, “Engagement”, or “Scope”) that the CLIENT (“you” or “your”) has entered into with the PROVIDER (“Southerly Digital”, “we”, “our” or “us”).
By accepting the Agreement, either by signing and returning our agreement document, by making the first payment or indicating your acceptance in writing via email, you agree to the terms of this agreement. These terms will govern all services provided. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use our services.
By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement as it may be amended from time to time in the future
Changes and updates to these Terms & Conditions
These Terms and Conditions may be updated at any time, without notification to you, and you should review this Agreement from time to time by accessing the Southerly Digital website at http://southerlydigital.com/terms. Your continued use of our Services shall be deemed irrevocable acceptance of any such revisions. Before you continue, you should print or save a local copy of this Agreement for your records.
Undefined and Un-scoped Work: Where any work is not defined, or specifically scoped in detail, the Provider will discuss with the Client the specific “out of scope” tasks in an effort to keep the Project on schedule. If these tasks are beyond the mutually agreed upon scope, the timeline and associated additional costs would be expanded to encompass this additional work. The Provider will make reasonable efforts to keep the Client within the mutually agreed scope, but it is the Client’s responsibility to keep requests within the mutually agreed scope. The Provider reserves the right to charge for any additional work requested by the Client outside of the mutually agreed scope without Client approval.
Access
In order to receive our services and to mitigate unknown factors that could cause changes, or delays to the schedule, it is essential that the Client provide Us safe and timely access to required information, site content, where appropriate servers, tools (including licenses) and anything else needed to perform the services.
Means of Communication
All written project communications between the Client and the Provider are to be logged in email or in Trello project tracking software. Any communications outside of these systems may not be seen or responded to.
Change Management
The Client’s feedback, as well as requested approvals, are required within forty-eight (48) hours during the business week to the Provider in order to meet project timeline objectives unless otherwise specified as part of the Agreement. Delays beyond this timeframe or changes to prior approvals may delay all following deliverables, including the project completion date, and will add to the original project cost. The project timeline determined in the project Agreement is the maximum amount of time included in the project. Any delays or pauses by the Client will not entitle the Client to additional time under the project Agreement. If there is an extended delay, a freeze may be placed on the project and a monthly “freeze fee” assessed. Once the project timeline expires, there is no obligation for the Provider to continue work without additional fees.
Confidential Information
Each party agrees not to disclose the other’s confidential information, which is: (a) any discount, or price that We offer You, (b) the contract terms between the Client and Us, (c) information given in writing and marked “Confidential” and (d) information given over the phone, or in person and confirmed in writing as “Confidential”.
Third Party Fees
The Provider is not responsible for site hosting, or any other Third Party fees, or costs associated with the work to be performed. Any required third party services, or tools that have costs associated will be identified by the Provider and must be approved by the Client prior to use. The Provider will make suggestions on hosting and other services, if requested.
Acceptance & Use
Unless specifically stated in writing, the Client will be considered to have accepted our services, including anything that We provide to You as part of the services when they are provided. The services are for Your and Your businesses’ benefit only and You cannot sell or transfer them, or grant access to any other person without Our permission in writing.
Implied Consent
If at any time, regardless of the status of an agreement being in place, a request or requirement is made by the Client or any representative or affiliate of the Client’s team for the Provider to begin work, complete work, or continue providing services this will be considered an approval of any related scope, agreement, or requests even if there is no other approval via written or signature and all costs and fees will be due accordingly. This includes services being provided beyond the end date of a contract, in which case the contract will be renewed at the default 12 month term unless explicitly canceled 60 days prior to the end date by the Client in writing or by the Provider. If there is no relating agreement or scope, the work will be billed at the standard hourly rate of the Provider.
Invoices & Payment
The Provider will invoice the Client in advance for work planned. Invoices are due upon receipt Work on the Project will begin when the first payment is received. All payments must be received on time. Delays in payment receipt or chargebacks will result in work being placed on hold or discontinued and will be subject to the incurrence of additional fees including but not limited to late fees on the amount owed, not to exceed ten (10) % per month. The Provider reserves the right to take down or remove any live work that has outstanding invoices of more than 30 days. The Client is solely responsible for any losses in revenue or other costs associated with these actions.