Service Agreement & Standard Terms

Effective Date: April 30, 2025

Last Updated: April 30, 2025

Purpose of This Document:

This document provides a general overview and summary of the standard terms and conditions under which Digital Dive (“we,” “us,” or “our”) provides professional services to our clients (“you” or “Client”). Its purpose is to outline our typical processes, responsibilities, and policies to foster clear communication and manage expectations from the outset.

Please Note: This summary is for informational purposes only. It does not replace or supersede any formal, signed Service Agreement, Proposal, or Scope of Work (SOW) document executed between you and Digital Dive. The specific deliverables, timelines, payment schedules, and unique terms applicable to your project(s) will be detailed in those legally binding documents. In case of any discrepancy, the terms of the signed Agreement/Proposal/SOW shall always prevail.

1. Scope of Services Offered

Digital Dive offers a range of specialized digital services tailored to client needs, including but not limited to:

• Custom Website Solutions: Design, development, redesign, and e-commerce solutions built on platforms like WordPress, Shopify, etc., focusing on performance, user experience, and achieving business goals.
• Search Engine Optimization (SEO): Technical SEO audits, on-page optimization, content strategy, link building, local SEO, and ongoing organic growth consulting designed to improve search visibility.
• Paid Media Management: Strategy, setup, management, and optimization of advertising campaigns on platforms like Google Ads, Microsoft Ads, Meta (Facebook/Instagram), LinkedIn, etc.
• Website Hosting & Maintenance: Secure, managed hosting solutions, ongoing website maintenance packages including updates, backups, security monitoring, and performance checks.
• AI & Automation Integration: Development and integration of custom AI tools, chatbots, workflow automations, and data analysis solutions to enhance efficiency and capabilities.

Key Point: The precise scope, deliverables, technical specifications, milestones, and timelines for your specific project will be meticulously defined in the mutually signed Service Agreement or Proposal/SOW. Any work requested outside of that defined scope (“scope creep”) will require a formal Change Order process, potentially impacting timelines and budget.

2. Project Initiation and Kickoff

Our engagement process ensures clarity and alignment before work commences. Typically, project work begins only after the following conditions are met:

• A detailed Service Agreement or Proposal/SOW outlining the scope, timeline, deliverables, and payment terms has been formally agreed upon and signed by both parties.
• The required initial payment, deposit, or retainer fee, as specified in the agreement, has been received and cleared.
• The Client has provided all necessary access credentials (e.g., website logins, hosting details, ad account access), brand assets (logos, style guides), content, materials, and preliminary approvals required to start the project effectively. Timely provision of these items is critical.

3. Client Responsibilities & Cooperation

Successful project completion is a collaborative effort. To facilitate a smooth and timely process, the Client agrees to:

• Timely Communication: Respond to communications (emails, calls, messages) from Digital Dive promptly, typically within 2-3 business days, especially when feedback or approval is required.
• Provide Necessary Materials: Submit all required content (text, images, videos), assets, data, access credentials, and other information necessary for the project in the agreed-upon formats and timelines. Delays in providing these may directly impact project schedules.
• Feedback & Approvals: Provide clear, consolidated feedback and approvals at designated project milestones within the timeframe specified in the SOW.
• Accuracy of Information: Ensure all information, materials, and content provided to Digital Dive are accurate, complete, and that the Client has the necessary rights, licenses, or permissions for their use.
• Adherence to Payment Schedule: Make all payments according to the schedule outlined in the signed agreement.
• Designated Point of Contact: Appoint a primary contact person authorized to provide feedback, approvals, and necessary information.

Consequences of Non-Cooperation: Failure to meet these responsibilities in a timely manner may lead to project delays, rescheduling based on our availability, potential suspension of work, and/or the incurrence of additional costs to cover disruption and extended management time.

4. Payment Terms & NO REFUND POLICY

Financial terms are explicitly detailed in each client’s signed Agreement/Proposal/SOW. Our standard policies generally include:

• Pricing: Services are typically priced on a project basis, retainer basis, or hourly basis, as specified in the SOW.
• Payment Schedule:
  • An initial deposit (e.g., 30-50%) is usually required to secure project scheduling and initiate work.
  • For larger projects, milestone payments may be scheduled upon completion of specific phases.
  • Ongoing services (hosting, retainers) are typically billed monthly or annually in advance.
• Invoicing: Invoices are sent electronically and are due upon receipt or within a specified timeframe (e.g., Net 15 days).
• Late Payments: Payments not received by the due date may incur late fees (e.g., 1.5% per month or the maximum rate permitted by law) and may result in the suspension of services, including website hosting or ad campaigns, until the account is brought current. We reserve the right to pursue collection efforts for unpaid balances.
• NO REFUND POLICY: All payments made to Digital Dive, including deposits, milestone payments, and retainer fees, are non-refundable. This policy is firm. Upon receipt of payment, we commit resources, schedule personnel, incur costs, and begin the work outlined in the agreement. The non-refundable nature of payments reflects this immediate allocation of resources and the customized nature of our services. By making a payment, the Client acknowledges and agrees to this no-refund policy.

5. Revisions, Edits, and Scope Changes

• Defined Revisions: Your specific Agreement/SOW will outline the number of revision rounds included for deliverables like designs or key strategic documents. These rounds are intended for refining the agreed-upon concept.
• Additional Revisions: Requests for revisions beyond the agreed number may be subject to additional charges at our standard hourly rate, quoted in advance.
• Scope Creep: Work requested that falls outside the originally defined scope will require a Change Order. This will outline the additional work, associated costs, and any impact on the project timeline, and must be approved in writing by both parties before the extra work commences.

6. Intellectual Property Rights

• Client Ownership Upon Payment: Upon receipt of final and full payment for all project fees, Digital Dive grants the Client the agreed-upon rights (typically exclusive, perpetual license or full ownership, as specified in the SOW) to use the final, approved project deliverables created specifically for the Client under the agreement.
• Digital Dive’s Pre-existing IP: Digital Dive retains ownership of all its pre-existing intellectual property, including proprietary methods, code libraries, tools, software, processes, know-how, and generic templates used in the course of the project. Clients receive a non-exclusive license to use these elements only as integrated into the final deliverables.
• Third-Party Materials: Any stock photos, fonts, software, plugins, or other third-party materials used are subject to their own respective licenses, and the Client is responsible for adhering to those terms and potentially bearing associated costs.
• Work Product Prior to Full Payment: Digital Dive retains full ownership and rights to all work product, drafts, concepts, and deliverables until all agreed-upon payments have been received in full.

7. Confidentiality

Both Digital Dive and the Client agree to maintain the confidentiality of any proprietary or sensitive information (“Confidential Information”) shared during the engagement. This includes business strategies, financial data, customer lists, technical data, logins, and project details. This obligation extends beyond the termination of the Agreement, subject to standard legal exceptions (e.g., information already public, required by law).

8. Project Cancellation

• Cancellation by Client: Should the Client choose to cancel the project after work has commenced but before completion:
  • All payments made to date are non-refundable, as per Section 4.
  • The Client will be invoiced for, and is responsible for paying for, all work completed and costs incurred up to the date of cancellation, calculated based on hours logged or milestones achieved, even if this amount exceeds the payments made to date.
  • Any partially completed work product remains the property of Digital Dive until full payment for work performed is received.
• Cancellation by Digital Dive: We reserve the right to cancel the project and terminate the Agreement at our discretion due to circumstances such as:
  • Client’s failure to make payments on time.
  • Client’s material breach of the Agreement.
  • Prolonged lack of communication or cooperation from the Client hindering project progress.
  • Unethical, abusive, or inappropriate conduct by the Client. In such cases, payments made may be non-refundable, and the Client may be billed for work completed.

9. Termination of Ongoing Services

For recurring services like hosting, maintenance retainers, or ongoing SEO/PPC management, either party may terminate the service by providing written notice, typically thirty (30) days in advance, unless otherwise specified in the SOW. The Client is responsible for all fees incurred up to the effective termination date, including any work performed during the notice period. Data handover procedures (if applicable) will follow the terms outlined in the SOW.

10. Limitation of Liability

Digital Dive strives to deliver high-quality services, but we cannot guarantee specific results, especially those influenced by external factors. To the maximum extent permitted by law:

• Digital Dive is not liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, loss of data, or business interruption, arising from our services or project delays.  
• We are not liable for issues arising from:
  • Changes in search engine algorithms, ad platform policies, or social media platform functionality.
  • Downtime, errors, or security breaches caused by third-party hosting providers, software plugins, APIs, or platforms not directly controlled by us.
  • Client-side technical errors, failure to implement recommendations, or modifications made by the Client or their agents to the deliverables after handover.
  • Factors outside our reasonable control (force majeure events).
• Our total aggregate liability for any claims arising out of or related to a specific Service Agreement or SOW shall not exceed the total amount paid by the Client to Digital Dive under that specific Agreement/SOW during the preceding [e.g., six or twelve] months.

11. Governing Law and Dispute Resolution

• Governing Law: This Agreement, and any disputes arising from it, shall be governed by and construed in accordance with the laws of the State of Kansas, United States, without regard to its conflict of law principles.  
• Jurisdiction: Both parties agree to submit to the exclusive jurisdiction of the state and federal courts.
• Dispute Resolution Process: We aim to resolve disagreements amicably. In the event of a dispute, both parties agree to first attempt to resolve it through good-faith negotiation. If negotiation fails, the parties agree to pursue mediation with a mutually agreed-upon mediator in Kansas before initiating any litigation. The costs of mediation shall be shared equally. The prevailing party in any subsequent litigation may be entitled to recover reasonable attorney’s fees and costs.

12. Entire Agreement & Amendments

The signed Service Agreement or Proposal/SOW, along with any explicitly referenced exhibits or addenda, constitutes the entire agreement between Digital Dive and the Client regarding the specific project. It supersedes all prior discussions, negotiations, and understandings, whether oral or written. Any modifications or amendments to the signed agreement must be made in writing and signed by authorized representatives of both parties.

13. Contact Information

For questions regarding your specific Service Agreement, project status, or billing, please contact your designated project manager or the

Client Services Team: Digital Dive, Client Services Team

Email: help@digitaldive.pro

Website: https://digitaldive.pro