Acceptance
It is not necessary for any client to have signed an acceptance of these terms and conditions for them to apply. If a client accepts a quote, as indicated via email, then the client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full. Please read these terms and conditions carefully. Any accepted quote, purchase, or use of Digital Reach services implies acceptance of our terms and conditions.

Charges
Charges for services to be provided by Digital Reach are defined in the project quotation that the client receives via e-mail. Quotes are valid for a period of 30 days. Digital Reach reserves the right to alter or decline to provide a quotation after expiry of the 30 days. Digital Reach offers a number of payment methods, including Automatic Clearing House (ACH) payments, credit card payment, and check. Credit card payments incur a 3% service fee.

Payment Terms
Unless otherwise specified in a scope of work (SOW), Digital Reach requires a minimum of 50% down payment before the project commences. Digital Reach reserves the right to classify the 50% down payment as non-refundable, and Digital Reach may modify the down payment required at its discretion. An additional 25% of the fee is due four weeks into the project, and the final 25% is due at project launch. 

Invoices will be delivered electronically no less than 10 days before future payments are due. Initial project payment is due upon receipt. Services (including kickoff meetings, stakeholder interviews, access walk-throughs, etc.) will not commence until initial payment has been made. For subsequent payment, the following timelines will be kept:

• If payment is not received one week after the invoice due date, customer will receive a notice of service suspension, effective the following business day.
• Following the suspension of services customer will receive a two-day grace period to pay the outstanding invoice. If payment is not received during the two-day grace period, customer is required to both pay the late invoice plus a $1,000 per objective rebooking fee for Digital Reach to resume work on the project. Rebooking will add a minimum of four weeks to the project timeline. Project timelines are not guaranteed and space is not reserved for customers who have rebooked after late payment.
• When an invoice has been unpaid for three weeks beyond the due date, Digital Reach will assess an additional late fee of 10% per month.
• Failure to pay an invoice within 30 days of its due date is deemed an agreement by the customer that:  all services required under the SOW have been satisfactorily performed, full payment for the services is due, and no further services or other actions are required by Digital Reach.

For customers with recurring monthly services, customers agree to maintain a valid form of payment at all times. There is a three (3) day grace period to update payment information. Payment methods that require updates more than once per quarter will incur an additional administrative fee of $100 per occurrence. Checks or other payments declined for insufficient funds will incur a service fee of $100 per occurrence. Payment information not updated within the grace period will trigger the aforementioned actions.

Adherence to SOW

It is the responsibility of the client to review in full all proposals and SOWs for services provided by Digital Reach. Should services or resources fall above the scope of the original proposal, Digital Reach reserves the right to either refuse project add-ons or invoice appropriately to account for additional time and materials needed. Digital Reach reserves the right to require payment for add-ons that fall above the scope of the original project prior to development. All 

Domain Names & Hosting

Digital Reach may purchase domain names and/or hosting from third parties on behalf of the client. Payment and renewal of domain names and hosting is the responsibility of the client. The loss, cancellation, or otherwise of the domain or hosting brought about by non or late payment of the client is not the responsibility of Digital Reach. The client should keep a record of the due dates for payment to ensure that payment is received in a timely manner.

Copyright

Once the final invoice has been paid by the client, the client retains the ownership and copyright to data, content, files, and graphic logos provided by the Digital Reach. It is the client’s responsibility to obtain permission and rights to use any information or files that are copyrighted by a third party. The client is further responsible for granting Digital Reach permission and rights for use of the same and agrees to indemnify and hold harmless Digital Reach from any and all claims resulting from the client’s negligence or inability to obtain proper copyright permissions. A contract shall be regarded as a guarantee by the client to Digital Reach that all such permissions and authorities have been obtained.

Website Design Credit

For all Digital Reach-designed websites, a link to Digital Reach will appear in small type at the bottom of the client’s website. The text link will be designed to fit in with the overall site design and will not be obtrusive in any way. If a client requests that the design credit be removed, a nominal fee of 10% of the total development charges will be applied. When total development charges are less than $5000, a fixed fee of $500 will be applied. Even if the client has access to the back-end of the website, the client maintains no right to remove this design credit link without payment.

Non-Solicit

Without the prior written consent of Digital Reach, continuing through the first anniversary of the termination of Services hereunder, Customer shall not, and shall ensure that its Affiliates do not, directly or indirectly, hire, engage, solicit, attempt to hire, engage or solicit any employees or agents of Digital Reach or its Affiliated Entities to be an employee, consultant or otherwise perform work. Upon any breach of this section, Customer agrees to pay Digital Reach an amount equal to seventy-five percent (75%) of the employee’s or agent’s income received during the last year from Digital Reach.

Indemnity

All Digital Reach services may be used for lawful purposes only. Clients agree to indemnify and hold Digital Reach harmless from any claims resulting from the use of any Digital Reach service that damages the client or any other party.

Liability and Force Majeure

Digital Reach shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including but not limited to viruses, denial of service attacks, acts or omissions by third parties, Internet service providers, the client or its contractors, strikes, lockouts, pandemics, accidents, fires, acts of God, and terrorism. Digital Reach shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary, or punitive damages.