Terms & Conditions | Darkwater Digital

1. 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 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 purchase or use of our services implies that you have read and accepted our terms and conditions.

2. ESTIMATES

Darkwater Digital LLC will provide estimates of work to Client for services upon request. The estimates will be determined through a combination of type of work, technical difficulty, and judgement of the developer based on prior experience. Darkwater Digital LLC does not guarantee that final cost will be in line with the project or task estimate. A good-faith effort will be made to make estimates as accurate as possible.

3. PAYMENT

Invoices will be provided by Darkwater Digital LLC upon completion of a project, if less than one month (30 days) duration, or on a monthly basis at the end of the month for ongoing projects longer than one month (30 days). Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt. Hosting accounts or any recurring service invoices that remains unpaid thirty (30) days after the date of the invoice will be suspended until payment for the invoice is made. Darkwater Digital LLC may also invoice for recurring services on an annual basis.

Payment to Darkwater Digital LLC will be made by the Client through a payment processor (Stripe) for card payments, or with a check or money order made out to Darkwater Digital LLC and mailed to:

Darkwater Digital LLC
48 S Broadway Unit #405
Nyack, NY 10960

4. ADDITIONAL EXPENSES

Client agrees to reimburse Darkwater Digital LLC for any additional expenses necessary for the completion of the work. Examples would be purchase of website themes, SSL certificates, domain names, special fonts, stock photography, etc.

5. WEB BROWSERS

Darkwater Digital LLC makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Google Chrome, etc.). Client agrees that Darkwater Digital LLC cannot guarantee correct functionality with all browser software across different operating systems.

Darkwater Digital LLC cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Darkwater Digital LLC reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

6. DEFAULT

Accounts unpaid sixty (60) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Darkwater Digital LLC’s servers, Darkwater Digital LLC will, at its discretion, remove all such material from its web space. Darkwater Digital LLC is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Checks returned for insufficient funds will be assessed a return charge of $25 and the Client’s account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay Darkwater Digital LLC reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Darkwater Digital LLC in enforcing these Terms and Conditions.

7. TERMINATION

Termination of services by the Client must be requested in a written notice, including e-mail, and will be effective on receipt of such notice. The Client will be invoiced for work completed to the date of first notice of cancellation for payment in full within thirty (30) days. Darkwater Digital LLC also reserves the right to terminate Client projects and/or relationships at any time for any reason with written notice.

8. INDEMNITY

All Darkwater Digital LLC services may be used for lawful purposes only. You agree to indemnify and hold Darkwater Digital LLC harmless from any claims resulting from your use of our service that damages you or any other party.

9. COPYRIGHT

The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Darkwater Digital LLC the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Darkwater Digital LLC permission and rights for use of the same and agrees to indemnify and hold harmless Darkwater Digital LLC from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions.

10. STANDARD MEDIA DELIVERY

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files delivered on floppy disk or via e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Darkwater Digital LLC to return to the Client any images or printed material provided for use in creation of the Client’s website, such return cannot be guaranteed.

11. DESIGN CREDIT

A link to Darkwater Digital LLC may appear in either small type or by a small graphic at the bottom of the Client’s website. 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. The Client also agrees that the website developed for the Client may be presented in Darkwater Digital LLC’s portfolio.

12. ACCESS REQUIREMENTS

If the Client’s website is to be installed on a third-party server, Darkwater Digital LLC must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP or other means. Depending on the specific nature of the project, other resources might also need to be configured on the server.

13. POST-PLACEMENT ALTERATIONS

Darkwater Digital LLC cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

14. DOMAIN NAMES

Darkwater Digital LLC may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Darkwater Digital LLC. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

15. HOSTING

Darkwater Digital LLC may provide website or web application hosting through one of several third-party platforms. The Client will be invoiced directly by Darkwater Digital LLC for the costs and maintenance associated with these platforms. Periodic backups of servers are maintained for a reasonable amount of time. Darkwater Digital LLC is not responsible for any data or information lost in the event of a catastrophic event, however a good-faith effort will be made to avoid an event leading to data loss.

16. LIABILITY

Darkwater Digital LLC hereby excludes itself, its Employees and or Agents from all and any liability from:

Loss or damage caused by any inaccuracy;
Loss or damage caused by omission;
Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.

The entire liability of Darkwater Digital LLC to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this Agreement in respect of which the breach has arisen.

17. SEVERABILITY

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.