Terms of Service

These Terms of Service ("Terms") govern your use of the services provided by Web Sprout Digital LLC, including website design, website management, and search engine optimization (collectively, the "Services"). By engaging our Services, you ("you," "Client") agree to be bound by these Terms. Please read them carefully.

  1. Scope of Services:

    1. Website Design Services: We offer two standard website design packages:

      1. Basic 5-Page Website Design Package: Includes the creation of up to five (5) unique web pages with a standard contact form and basic site structure setup. We will provide assistance with generating website content (final content responsibility lies with the Client) and sourcing up to ten (10) stock images for use on the website. This package includes three (3) rounds of revisions on the design mockups and during the development process. The one-time fee for this package is $750, due in full upfront.; and

      2. Standard 10-Page Website Design Package: Includes the creation of up to ten (10) unique web pages with a standard contact form and basic site structure setup. We will provide assistance with generating website content (final content responsibility lies with the Client) and sourcing up to ten (10) stock images for use on the website. This package includes three (3) rounds of revisions on the design mockups and during the development process. The one-time fee for this package is $1500, due in full upfront.

    2. Website Management Services: Our website management service provides ongoing support and updates to your website after the initial design and launch. This is a subscription-based service with a monthly fee of $149, billed in advance, and requires a minimum commitment of twelve (12) months with any website design package. The first month's subscription fee is due upfront along with the design fee. Subsequent monthly payments will be billed in advance. This service includes:

      1. Content Updates: Making changes to existing text and copy on your website.;

      2. Image Updates: Replacing or adding new images to existing sections of your website.;

      3. Minor Layout Adjustments: Adding or modifying existing sections within the current page structure.; and

      4. Adding New Sections/Pages: Building out new sections on existing pages or creating new, individual pages.

      5. Exclusions: The website management service does not include complete website redesigns, significant feature additions not in the original scope, creation of additional custom code, or rebuilding the website from scratch. These types of extensive changes will be quoted separately at a rate of $100 per hour.

    3. Search Engine Optimization (SEO) Services: Our SEO services are designed to improve your website's visibility in search engine results. This is a subscription-based service with a monthly fee of $399, billed in advance, and requires a minimum commitment of twelve (12) months. The first month's subscription fee is due upfront. Subsequent monthly payments will be billed in advance. This package includes:

      1. Initial On-Site Optimization Setup: Optimization of website metadata (title tags, page descriptions), implementation of alt tags for website images, and connecting your website to Google Analytics;

      2. Ongoing Monthly Content Creation: Creation of one (1) new blog post per month (or as otherwise specified in your package details), including the generation of relevant written content and sourcing of one (1) relevant stock image; and

      3. Important Note: Client-requested changes or additions to existing website pages, even if they include new content, are separate from the monthly blog content provided under the SEO package and are handled under the terms of the Website Management service or as a separate project.

  2. Payment Terms:

    1. Fees: You agree to pay the fees outlined in our service descriptions or as otherwise agreed upon in writing. All fees are stated in United States Dollars (USD) unless otherwise specified.

    2. Payment Schedule:

      1. Website Design Services: The full fee is due upfront before the commencement of the design process;

      2. Website Management Services: The monthly subscription fee is billed in advance, with the first month's fee due upfront along with the website design fee. Subsequent payments are due on the same day of the following month; and

      3. Search Engine Optimization (SEO) Services: The monthly subscription fee is billed in advance, with the first month's fee due upfront. Subsequent payments are due on the same day of the following month.

    3. Accepted Payment Methods: We currently accept debit and credit card payments through our POS (Point of Sale) software, Stripe.

    4. Late Payment Penalties: For monthly subscription services (Website Management and SEO), payments are due in advance on the specified billing date. If payment is not received within thirty (30) days of the due date, we reserve the right to suspend services until the outstanding balance is paid in full. Reactivation of services after suspension may be subject to a reinstatement fee.

  3. Intellectual Property:

    1. Client Ownership of Website: Upon full and final payment for the website design services, the Client will own the rights to the final website design as delivered.;

    2. Retention of Template Rights: We retain all intellectual property rights to any pre-existing templates, frameworks, or proprietary tools used as the basis for the Client's website design. The Client receives a non-exclusive, non-transferable license to use the website design built upon these templates as part of their completed website.;

    3. Ownership of Custom Code: Any custom Cascading Style Sheets (CSS) or other unique code specifically developed for the Client's website as part of the design project will become part of the Client's website and will be transferable should the Client choose to move its website to another service provider.;

    4. Client Content: The Client retains all ownership and intellectual property rights to the content (including text, images, logos, and other media) they provide for use on their website or that we create or source on their behalf. The Client is solely responsible for ensuring they have the necessary rights and permissions to use all content provided.; and

    5. Right to Showcase Work: We retain the right to display and showcase the completed website, including its design, content, and any associated images, in our portfolio, on our website, in marketing materials, and in other promotional activities to highlight our services.

  4. Warranties and Disclaimers:

    1. Limited Warranty for Website Functionality: We warrant that the website will function correctly and as intended at the time of launch. However, this warranty does not cover issues arising from changes or modifications made to the website by the Client or any third party after the launch and all  warranties, express or implied for any changes or modifications made to the website by the Client or any third party are hereby expressly denied .;

    2. Website Hosting and Uptime: We will use commercially reasonable efforts to ensure the website remains online and accessible, contingent upon the uptime and reliability of the underlying hosting platform and any third-party services utilized in the website's operation. 

      1. We are not responsible for outages or disruptions caused by the hosting provider or other external services;

    3. Disclaimer Regarding SEO Results: While our SEO services are designed to improve your website's visibility in search engine results by implementing best practices and creating quality content, we cannot guarantee specific search engine rankings or placement. Search engine algorithms are complex and subject to change, and results can vary based on numerous factors beyond our control;and

    4. Disclaimer Regarding Conversion Rates: We strive to design and develop compelling and professional websites. However, we cannot guarantee any specific level of traffic, engagement, or conversion rates on your website. Website traffic and conversion are influenced by a multitude of factors, including marketing efforts, industry competition, user behavior, and the overall quality of your products or services, which are outside our direct control.

  5. Limitation of Liability:

    1. To the maximum extent permitted by applicable law, our total liability to the Client for any and all claims, losses, damages, or expenses arising out of or in any way connected with our Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total fees paid by the Client to us for the specific Service(s) that directly gave rise to the claim in the twelve (12) months immediately preceding the date the claim arose. In no event shall we be liable for any indirect, incidental, consequential, special, or punitive damages (including, without limitation, damages for loss of profits, business interruption, loss of data, or loss of goodwill), even if we have been advised of the possibility of such damages

  6. Confidentiality:

    1. We acknowledge that in the course of providing Services, you may share confidential or proprietary information with us, including but not limited to your business goals, strategies, and other sensitive details ("Confidential Information"). We agree to take reasonable precautions to protect the confidentiality of your Confidential Information and will not disclose it to any third party without your prior written consent, except as required by law. Similarly, we expect that any proprietary information or business processes of ours that you become aware of during our engagement will be treated as confidential. This obligation of confidentiality will survive the termination of our Services.

  7. Governing Law and Dispute Resolution:

    1. Governing Law: These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles;.

    2. Dispute Resolution: In the event of any dispute arising out of or relating to these Terms or the Services provided hereunder, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If negotiation fails to resolve the dispute within thirty (30) days, the parties agree to submit the dispute to non-binding mediation in Leander, Texas. The costs of the mediator shall be shared equally by the parties. If mediation is unsuccessful in resolving the dispute, the parties shall be free to pursue other available legal remedies.  

  8. Acceptable Use Policy:

    1. As part of our Website Management services, you agree to ensure that your website content and activities comply with all applicable laws and regulations. You specifically agree not to use our services to host, display, or promote any of the following: illegal content or activities, spam or unsolicited communications, hate speech, discriminatory content, content that promotes violence or incites hatred, the sale or promotion of firearms, ammunition, or related accessories, adult entertainment venues such as strip clubs, topless clubs or similar “adult entertainment venues, businesses featuring explicit or pornographic content, cannabis (THC) or other recreational drugs (even if legal in certain jurisdictions), non-fungible tokens (NFTs) or cryptocurrency-related products or services, or other topics or industries that we, in our sole discretion, deem to be ethically ambiguous, high-risk, or potentially harmful to our brand or reputation. We reserve the right to refuse to implement any Client requests or to suspend or terminate services if we determine, in our sole discretion, that the Client's website violates this Acceptable Use Policy.

  9. Service Level Agreements (SLAs) - Website Management:

    1. For Clients utilizing our Website Management services, we will use commercially reasonable efforts to address update requests in a timely manner. While we aim for a prompt turnaround, response times may vary depending on the complexity of the request and our current workload. We will communicate with you regarding the estimated timeframe for completing your updates upon receiving your request.

  10. Software Resale Terms:

    1. From time to time, we may offer our clients the option to purchase licenses for certain software products (e.g., CRM systems, chat bots) through us. In such cases, the Client understands and agrees that the software being resold is provided and supported by the respective third-party software vendor and the Client's use of such software will be subject to their terms of service and licensing agreements. While the Client purchases the software license through us, we act as a reseller for convenience and billing purposes and do not provide direct technical support for the resold software. Any questions or issues related to the software's operation should be directed to the vendor's support channels. The renewal terms for software licenses will be communicated at the time of purchase and may be subject to the third-party vendor's policies.

  11. Cancellation Policy:

    1. Client Cancellation: Clients may cancel any ongoing subscription-based Services (Website Management and SEO) by providing written notice to Web Sprout Digital LLC at brian@websproutdigital.com at least thirty (30) days prior to the desired date of cancellation. For one-time services such as Website Design, once the project has commenced (e.g., after the initial consultation or the start of design work), cancellation by the Client may be subject to forfeiture of any payments made, depending on the amount of work completed.

    2. Consequences of Cancellation:

      1. Subscription Services: Upon proper written notice and after the 30-day period, the subscription Services will cease. No refunds will be provided for any partial month of service already paid for. The Client will be responsible for payment for the full 30-day notice period, regardless of whether they continue to utilize the Services during that time;.

      2. Website Design Services: If a Client cancels a Website Design project after work has begun, Web Sprout Digital LLC shall retain a portion of the upfront payment to cover the work completed up to the point of cancellation, as determined reasonably by us. In some cases, the full upfront payment may be non-refundable if a significant portion of the project has been completed.; and

      3. Minimum Commitment: For Services with a minimum commitment period (currently Website Management and SEO with a 12-month minimum), cancellation before the end of the commitment period may result in the Client being responsible for the remaining balance of the service fees for the committed term.

  12. Termination:

    1. Web Sprout Digital LLC reserves the right to suspend or terminate Services or these Terms at any time for cause, including but not limited to breach of these Terms, non-payment of fees, or violation of our Acceptable Use Policy, with or without notice depending on the severity of the breach. In the event of our cancellation without cause, a pro-rata refund of any prepaid but unused subscription fees may be provided.

  13. Entire Agreement:

    1. These Terms constitute the entire agreement between you and Web Sprout Digital LLC and supersede all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter herein.  

    2. In the event that Web Sprout Digital LLC enters into a separate, signed written agreement with the Client which specifically outlines terms and conditions which vary from or are in addition to these Terms of Service, the terms and conditions of that separate written agreement shall supersede these Terms of Service to the extent of any direct conflict or inconsistency. For all other matters not specifically addressed or in conflict with the separate written agreement, these Terms of Service shall remain in full force and effect.

  14. Amendments:

  1. We reserve the right to modify these Terms at any time. Any changes will be effective immediately upon posting on www.websproutdigital.com/terms. Your continued use of our Services after any such changes constitutes your acceptance of the revised Terms.