Terms of [Service]
By using the Spade Design services, you agree to be bound by the following terms and conditions. Spade Design reserves the right to change the Terms of Service at any time without notice, and your continued use of Spade Design constitutes your consent to such changes.
The column on the right provides a clearer, plain English overview of the terms of service, and is not legally binding.
1. DESCRIPTION OF SERVICES. Spade Design will provide an ongoing set of online services, including website design, copy and editorial development, search engine optimization, and website updates as described on the signup page for each specific service.
This means…
We’ll provide the relevant service to you based on your subscription to our services.
2. LIMITATIONS OF SCOPE. Spade Design will not be responsible for work that is beyond the scope of services set forth in the subscription plan in effect at the time Client initiates the service. Any changes to the scope of services will not be effective unless approved by both parties.
This means…
We provide services in accordance with your subscription, and while we are flexible in response to certain requests to alter the scope of work, there are limitations beyond which additional charges may occur.
3. MANAGEMENT RESPONSIBILITY. Spade Design will provide certain tools, methods, and resources to Client that are intended to help Client grow and build its business. However, Client is fully and exclusively responsible for its own business performance and Client satisfaction. In addition, Client has full and exclusive responsibility for understanding and ensuring compliance with any regulatory, legal, or contractual obligations related to Client’s business, including without limitation, data held by Client and its Clients, information provided by Client to Clients and/or other third parties and any safeguarding and security measures that may be required. Spade Design may participate in implementing needed systems services and functions, but Client is solely responsible for the final outcomes, actions taken, and results produced.
This means…
We provide services in accordance with your subscription, but you are ultimately responsible for the success of your business, including compliance with any legal or regulatory requirements.
4. PAYMENT FOR SERVICES. For Websites: Client will be charged their Website Build Fee according to the payment terms in their quote; they will be charged their Support and/or Platform Fee starting immediately after completion of the website build and recurring every thirty (30) days thereafter.
For all Other Services:
The date that Client signs up for their initial recurring service with Spade Design — not including Website Builds — is their “Billing Cycle Date.”
Some services have a one-time Setup Fee which will be charged upon signup (on the initial Billing Cycle Date). For services without a one-time Setup Fee, Client will be charged their Monthly Recurring Fee once Spade Design’s work on a service has commenced (the first charge will be prorated for the month based on the Billing Cycle Date); Client will then be charged their Monthly Recurring Fee in full starting on the next Billing Cycle Date.
If Client opts for a Yearly Recurring Fee for services, they will be charged the full Yearly Recurring Fee upon signup, with subsequent years’ charges on the same date. For all services with One-time Fees and no Monthly Recurring Fee, Client will likewise be charged the full amount upon signup.
Invoices will be generated for every charge, and payment will be made by Client via automated credit card transactions. Spade Design reserves the right to collect late-payment charges of 3% per month on past-due balances.
This means…
Your payments will be made via credit card, some upon signup, some when the work begins, and some based on your signup date (or “Billing Cycle Date”); in all cases, the payment schedule for your specific services will be made clear to you upon signup.
5. COPYRIGHT. All content produced by Spade Design in accordance with Client’s website subscription — including copywriting, graphic design, and WordPress code — is copyrighted by Spade Design and shall remain the exclusive property of Spade Design.
After the Client has paid in full for their Website Build Fee, the website content — including copywriting, graphic design, and images — may be be used indefinitely by Client for their company website and/or other marketing collateral without infringement on Spade Design’s copyrights. The usage will be restricted to the Client company only, and Client does not have any rights to resell, license, or otherwise allow 3rd-party use of the content.
If the Client signed up for a monthly Website Management subscription after July 1, 2014, WordPress code, template design, and plugin code is maintained by Spade Design and ownership is never given to client.
Spade Design provides two options for sending copyrighted website material to Client upon request: content export, full website XML backup file.
This means…
We retain the copyrights for anything we create or license in accordance with your Website Build Fee until you have paid in full for said fee. If you end your relationship with us, you may make use of the copyrighted material to promote your business, but you may not resell it or present it as your own service in any way. If you signed up after July 1 2014, you can use copyrighted material from your website at any time as long as your account is paid in full. Copyrights of the website theme is owned and kept by Spade Design and may not be replicated.
6. CLIENT ACCOUNT. For the duration of the subscription to Spade Design services, Client agrees not to take any action that would expose Spade Design or other Spade Design Marketing clients to any undue risk, including but not limited to uploading malware or other malicious code, or attempting to disrupt, disable, or impair Spade Design services or products. Each Client will have access to a Client Company account wherein individual Client user accounts can be created. Each Client user is solely responsible for the confidentiality, security, and management of their own user account and agrees to accept responsibility for all activities that occur under the account, including but not limited to communications sent or received, services subscribed to, or payments made. If any unauthorized personnel gains access to a Client user account, the authorized user or a Client Company representative will notify Spade Design as soon as practicably possible upon learning of said access. Each Client user will take reasonable steps to ensure the security of their user account, including maintaining the confidentiality of their user account password.
This means…
We maintain a highly secure and efficient platform for our clients’ websites, so please do not do anything that could put that security at risk, and please adhere to all WordPress security and performance best practices.
7. LINK. Customer hereby acknowledges and agrees that Spade Design shall have the right to use the name of Client, including the Client Web Site, for reference as a customer of Spade Design services for referral and marketing purposes.
This means…
We’re proud to have you as a customer, so we might recommend others to check out your website as well.
8. TERM/TERMINATION. Except for reasons of non-performance by either party, this Agreement shall remain in effect until formally terminated in writing by either party. Spade Design will start Client’s subscription billing in accordance with the payment terms below, and any recurring billing shall automatically renew for subsequent one (1) month periods.
Termination of this Agreement and subsequent billing requires a formal written or email notice delivered by Client to Pronto at least thirty (30) days prior to the desired date of termination. Repeated failures by Client to make payment by billing due dates gives Spade Design the option to immediately terminate this Agreement.
Upon the termination or expiration of this Agreement for non-payment or non-performance by Client, (i) all licenses granted by Spade Design to Client hereunder shall automatically terminate and Client shall immediately cease their use of the licensed content and any marketing collateral provided by Spade Design, and (ii) Client’s right to any and all services afforded to them by Spade Design shall automatically terminate.
If your website subscription has not been paid in full at the time of its termination, Spade Design will maintain an archived copy of all content — including copywriting, graphic design, and WordPress code — for one (1) year. All content associated with the canceled website subscription will be permanently deleted after that one (1) year period has ended.
This means…
If you fail to make payments on time, we can terminate the Agreement. If you would like to terminate the Agreement for any reason, you must give us thirty (30) days’ notice. We’ll keep a backup of your files for one year.
9. PAYMENT FOR SERVICES. Your “Billing Cycle Date” is the date on which you sign up for your initial service with Spade Design.
For all Website Services – You will be charged a one-time Production Fee upon signup; your Monthly Recurring Fee will start being charged on your next Billing Cycle Date.
For all Other Services – You will be charged a prorated Monthly Recurring Fee once work on the service has commenced (if it is not your Billing Cycle Date); your full Monthly Recurring Fee will start being charged on your next Billing Cycle Date. Some services also have a one-time Setup Fee which will be charged upon signup.
For all Yearly Recurring Services – You will be charged the full Yearly Recurring Fee upon signup, with subsequent years’ charges on the same date.
For all Services with One-time Payments – You will be charged the full amount upon signup.
Client will pay monthly fees to Pronto for a subscription to Services as described in plan above in effect at the time of this agreement and for the license to use the Spade Design web services, software, and licensed content in conjunction with these services. Payment will be made by automatic credit card transactions or automatic ACH payments. Invoices will include monthly subscription fees and any additional fees for elective or other additional Services that have been purchased by the Client. Invoices will be issued and automatic transactions will be processed as described above. Spade Design reserves the right to assess and collect late-payment charges of 3% per month on past-due balances.
This means…
We’ll process payments for the services we provide to you and send you regular invoices. Website monthly recurring fees will start 1 month after you sign up.
10. MODIFICATIONS TO SERVICES AND PRICING. Spade Design reserves the right to modify or discontinue, either temporarily or permanently, any part of our services at any time by posting updates to our website. We may redesign certain services because we think they would be better, or we may stop accepting new signups to a service.
Sometimes we change the pricing of our services. We usually exempt existing customers from those changes, but we may choose to change pricing for existing customers in certain situations. If we do, we will provide at least 30 days’ notice via your email address on record.
This means…
We might update or discontinue one of our services from time to time. If you’re already enrolled in a service that is changing, we’ll likely grandfather your subscription, so nothing changes for you. If we decide not to grandfather your subscription we’ll give you at least 30 days’ notice via email before implementing any changes.
11. ACCEPTABLE USE. As part of the subscription to Spade Design services, Spade Design may provide services which are delivered by third parties and billed to Spade Design. Spade Design reserves the right to monitor the usage of these services, and, in the event that the usage is deemed excessive, to contact the Client to advise of the excessive usage, and to make arrangements to either decrease the usage of the relevant service(s), to bill the Client, in whole or in part, for the services delivered, or to throttle, suspend or terminate the use of the service.
This means…
We provide some services at no additional cost to you, however, we need to place some limits on this in cases of excessive usage to ensure that this works for everyone.
12. WARRANTY. Spade Design shall provide its services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and skills consistent with generally acceptable standards in Spade Design’s industry, and will provide a standard of care based on commercially reasonable efforts. The services and all products provided as part of the services are provided “as is”, and Spade Design disclaims, and Client waives, any warranties, express or implied, as to the merchantability, fitness for a particular use or purpose, title, non-infringement, or any other warranty, condition, guaranty or representation related to the services. Spade Design does not warrant that the software or any products or services provided hereunder will be uninterrupted or error-free. Under no circumstances, including negligence, shall the Company be liable for any direct, incidental, special, or consequential damages or otherwise, including any damages that result from the use of or inability to use the Website. The Company shall not be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.
This means…
We’ll do our best to provide a professional, reliable, and available service. We may occasionally experience interruptions in service, but we’ll do our best to avoid it, whether it’s our fault or not.
13. LIMITATIONS OF LIABILITY. Except to the extent finally determined to have resulted from the gross negligence or intentional misconduct of Spade Design, Spade Design’s liability to pay damages for any losses incurred by Client as a result of breach of contract, negligence, or other tort committed by Spade Design, regardless of the theory of liability asserted, is limited to no more than the total amount of the most recent three (3) months of base fees paid under this agreement. In any case, Spade Design and its licensors will not be liable for lost profits or any consequential, indirect, punitive, exemplary, or special damages. In addition, Spade Design shall have no liability to Client arising from or relating to any third-party hardware, software, information or materials. Spade Design is also not liable for direct or indirect damages created by viruses, hackers, or other malicious or accidental destruction of systems or data, though Spade Design will attempt to prevent or minimize exposure to such risks.
This means…
We aren’t liable for any damages or losses incurred outside of particular circumstances, and we’ll try to prevent any damage to our systems and data.
14. INDEMNIFICATION. Subject to the provisions hereof, Client shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order, or settlement for third party claims brought against Spade Design and its licensors arising from products or services related to this Agreement. Conversely, Spade Design shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order, or settlement for third party claims brought against Client arising from the gross negligence or intentional misconduct of Spade Design.
This means…
Outside of the previous conditions and in case of any legal disputes, we won’t be liable for any payments or settlements, and if you’re involved in any legal disputes due to something we’ve done or haven’t done, you won’t be liable.
15. GOVERNING LAW. You agree that these Terms and Conditions shall be treated as though they were executed and performed in Texas and shall be governed by and construed in accordance with the laws of Texas (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms and Conditions or any other agreement related to the use of Spade Design services shall be brought solely in Texas.
This means…
Our headquarters is in Texas, so this agreement will be treated and governed under Texas law.
Find more Terms & Conditions specifically related to our Website Support Service here.