Terms of service.
The agreement that governs our work together. We keep it plain and fair.
1. Agreement to Terms
These Terms of Service ("Terms") are a binding agreement between Pine Point Digital LLC ("Pine Point Digital," "we," "us," or "our") and you ("Client," "you," or "your"). By using our website, requesting a proposal, or engaging our services, you agree to be bound by these Terms. If you do not agree, do not use our services.
2. Our Services
Pine Point Digital provides website design and development, local SEO, digital marketing, and business automation services for small and local service businesses. The specific scope of any engagement is defined in a written proposal or statement of work ("SOW") that you approve before work begins. In the event of a conflict between these Terms and a signed SOW, the signed SOW controls for the matters it addresses.
3. Proposals, Scope & Acceptance
- All projects begin with a written proposal describing deliverables, timeline, fees, and payment terms.
- Work begins only after you approve the proposal in writing (email confirmation is sufficient) and pay the required deposit.
- Work performed outside the approved scope is considered a change order and may require additional fees and timeline adjustments. We will notify you before performing any out-of-scope work.
4. Fees and Payment
- Fees, payment schedules, and milestones are set out in each proposal or SOW.
- Unless otherwise stated, project-based work requires a 50% deposit before work begins, with the balance due upon delivery. Monthly retainers are billed in advance on the first of each month.
- Invoices are due within 7 days of issue. Invoices unpaid 14 days past due incur a late fee equal to 1.5% of the outstanding balance per month (or the maximum rate permitted by Mississippi law, whichever is lower), plus a one-time administrative fee of $25.
- If payment is more than 30 days overdue, we may suspend services, delay deliverables, or terminate the engagement until paid in full.
- All deposits are non-refundable once work has commenced.
- You are responsible for all third-party costs (domain registration, hosting, email services, software subscriptions, paid advertising spend, etc.) unless expressly included in your proposal.
5. Your Responsibilities
To deliver on time and on scope, we rely on you to:
- Provide accurate, truthful, and complete information about your business, products, and services.
- Supply required content (copy, images, logos, credentials, access) in a timely manner.
- Respond to proofs, approvals, and information requests within five (5) business days. Extended delays on your end may shift the project timeline or, if severe, result in the project being placed on hold.
- Ensure that all content you provide is your own or that you have permission to use it, and that it does not infringe any third-party rights.
- Comply with all laws and regulations that apply to your business.
6. Intellectual Property
- Your content: Any text, images, logos, data, or other materials you provide remain yours. You grant us a license to use them solely for the purpose of performing the services.
- Final deliverables: Upon full payment of all fees owed, you own the final deliverables (such as your completed website files, logo work, or automation workflow), except for third-party components described below.
- Our tools and methods: We retain all rights to our pre-existing tools, internal frameworks, code libraries, design templates, and processes. We grant you a non-exclusive, perpetual license to use any such components embedded in your deliverables for your business.
- Third-party components: Deliverables may include third-party software, fonts, images, or services governed by their own licenses. You are responsible for complying with those licenses.
- Portfolio rights: Unless you request otherwise in writing, we may display your project in our portfolio, case studies, and marketing materials, and reference you as a client.
7. Revisions
Unless otherwise stated in your proposal, projects include one (1) round of revisions based on your written feedback. Additional revisions, major rework, or changes requested after approval are billed at our standard hourly rate or as a new change order.
8. Third-Party Services
Our deliverables may rely on third-party services such as hosting providers, domain registrars, email platforms, analytics tools, payment processors, and software integrations. We are not responsible for the availability, performance, pricing, or policies of any third party. You are responsible for maintaining any third-party accounts in your name and for all associated fees.
9. Results Disclaimer
We do not guarantee specific business outcomes, including but not limited to search engine rankings, organic traffic levels, lead volume, conversion rates, sales, or revenue. Results depend on many factors outside our control, including search engine algorithms, competitor activity, market conditions, the quality and accuracy of information you provide, and your ongoing execution. Any examples, past case studies, or testimonials are illustrative only and are not a promise or prediction of your results.
10. No Warranties
Except as expressly stated in a signed SOW, our services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. We do not warrant that services or deliverables will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
11. Limitation of Liability
To the maximum extent permitted by law, Pine Point Digital LLC, its members, officers, employees, and contractors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, goodwill, business opportunity, or reputational harm, arising out of or related to these Terms or our services, regardless of the theory of liability and even if we have been advised of the possibility of such damages.
Our total cumulative liability to you for all claims arising out of or related to these Terms or our services will not exceed the total fees you actually paid to Pine Point Digital LLC for the specific services giving rise to the claim during the six (6) months immediately preceding the event that gave rise to the claim.
12. Indemnification
You agree to defend, indemnify, and hold harmless Pine Point Digital LLC and its members, officers, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) content, information, or materials you provide; (b) your use of the deliverables; (c) your violation of these Terms; (d) your violation of any law or third-party right; or (e) any product, service, claim, or representation made by your business.
13. Confidentiality
Each party may receive information the other party treats as confidential. Both parties agree to use reasonable care to protect the other's confidential information, to use it only for purposes of the engagement, and not to disclose it to third parties except as required by law or to service providers under confidentiality obligations. Confidential information does not include information that is public, independently developed, or lawfully received from a third party without restriction.
14. Termination
- Either party may terminate a project or retainer for convenience with fourteen (14) days' written notice.
- Either party may terminate immediately for material breach that is not cured within fifteen (15) days of written notice.
- Upon termination, you will pay for all work performed and expenses incurred through the effective date of termination. Deposits are non-refundable.
- Sections that by their nature should survive termination (including Intellectual Property, Results Disclaimer, No Warranties, Limitation of Liability, Indemnification, Confidentiality, and Governing Law) will survive.
15. Independent Contractor
Pine Point Digital is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between the parties.
16. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Mississippi, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or our services will be resolved exclusively in the state or federal courts located in Mississippi, and each party consents to personal jurisdiction and venue in those courts. Each party waives any right to a jury trial.
Before filing any lawsuit, the parties agree to attempt in good faith to resolve the dispute through direct discussion for at least thirty (30) days after written notice of the dispute.
17. Force Majeure
Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, internet or utility outages, or actions of third-party service providers.
18. Changes to These Terms
We may update these Terms from time to time. Changes become effective when posted on this page with an updated "Effective Date." For existing active engagements, the Terms in effect on the date your proposal was approved govern unless you agree otherwise in writing.
19. Severability and Waiver
If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. A waiver of any provision on one occasion is not a waiver of that provision on any other occasion.
20. Entire Agreement
These Terms, together with any signed proposal or SOW, constitute the entire agreement between you and Pine Point Digital LLC regarding the subject matter and supersede all prior agreements and understandings, whether written or oral.
21. Contact
Questions about these Terms can be sent to hello@pinepointdigital.com.