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 or electronic signature, 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.
No amendment, modification, or waiver of these Terms & Conditions shall be effective unless in writing and signed by an authorized principal of Digital Reach.
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 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 will not commence until initial payment has been made.
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 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 must pay the late invoice plus a $1,000 per objective rebooking fee for Digital Reach to resume work. 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 agreement by the customer that all services required under the SOW have been satisfactorily performed, full payment is due, and no further services or 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. Should services fall above the scope of the original proposal, Digital Reach reserves the right to refuse project add-ons or invoice appropriately for additional time and materials.
Any disagreement regarding scope must be documented in writing. Both parties will use commercially reasonable efforts to resolve such disagreements within three business days.
Domain Names & Hosting
Digital Reach may purchase domain names or hosting from third parties on behalf of the client. Payment and renewal are the responsibility of the client.
Digital Reach is not responsible for the loss, cancellation, or disruption of domain or hosting services due to client nonpayment or third-party provider action.
Copyright
Once the final invoice has been paid, the client retains ownership and copyright to data, content, files, and graphic logos provided by Digital Reach unless otherwise stated in the applicable SOW. 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 $5,000, 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, contractor, 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 claims resulting from the client’s use of Digital Reach services 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 factors beyond its reasonable control, including but not limited to acts or omissions by third parties, internet service providers, subcontractors, pandemics, platform outages, denial of service attacks, or other infrastructure failures.
Digital Reach shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages.
Disclaimer of Warranties
Except as expressly set forth in a written SOW signed by both parties, all services are provided on an “as is” and “as available” basis.
Digital Reach disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
Digital Reach does not guarantee specific business results, revenue outcomes, marketing performance metrics, search rankings, advertising results, platform uptime, or uninterrupted availability of third-party systems.
Limitation of Liability
To the maximum extent permitted by applicable law:
Digital Reach shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost data, or business interruption.
Digital Reach’s total aggregate liability arising out of or relating to any SOW or services, whether in contract, tort including negligence, strict liability, or otherwise, shall not exceed the total fees actually paid by Client to Digital Reach under the applicable SOW during the twelve (12) months preceding the event giving rise to the claim.
If the applicable SOW duration is less than twelve (12) months, Digital Reach’s total liability shall not exceed the total fees paid under that SOW.
The foregoing limitations shall apply regardless of the form of action and even if a remedy fails of its essential purpose.
Nothing herein shall limit liability to the extent such limitation is prohibited by law.
Exclusive Remedies
Client’s sole and exclusive remedy for any claim arising out of services shall be limited to monetary damages subject to the limitations set forth herein.
Time Limitation for Claims
No claim, action, or proceeding arising out of or relating to any services provided by Digital Reach shall be brought more than one (1) year after the cause of action accrues.
Failure to bring a claim within this period shall constitute a complete waiver and bar to such claim.
Data Security and Third-Party Platforms
Client acknowledges that Digital Reach operates within third-party SaaS environments and cloud platforms including but not limited to HubSpot, Google Workspace, and other vendors.
Digital Reach shall not be liable for delays, disruptions, data loss, or system failures caused by third-party platforms, hosting providers, infrastructure providers, or client-managed systems.
Client retains responsibility for maintaining secure administrative access credentials, implementing internal access controls, ensuring proper user permissions, and monitoring platform-level security settings.
Digital Reach’s responsibility is limited to the scope expressly defined in the applicable SOW.
Contract Authority
No employee or project manager of Digital Reach has authority to modify indemnity provisions, limitation of liability, or other legal terms without written approval of an authorized principal of Digital Reach.
Privacy
See Privacy Policy.
Governing Law & Venue
These Terms & Conditions shall be governed by the laws of the State of Alaska unless otherwise agreed in writing. Any dispute shall be brought exclusively in a court of competent jurisdiction located in Alaska.