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Terms and Conditions

These Terms and Conditions (“Terms”) govern services provided by U&I Web, Inc. (“Company”, “we”, “our”, or “us”). By purchasing services, approving or authorizing work, submitting payment, or otherwise accepting our services, you agree to be bound by these Terms.

1. Services

U&I Web, Inc. provides custom digital services including web design, web development, e-commerce development, website hosting, marketing strategy, paid advertising management, SEO services, consulting, technical support, and related digital services.

All services are customized to each client. The specific services provided are limited to those identified in the applicable proposal, invoice, estimate, checkout page, email authorization, retainer agreement, or other written agreement.

No service, maintenance obligation, monitoring obligation, response-time guarantee, uptime guarantee, or service level is included unless expressly agreed to in writing.

2. Payment Terms

All fees are due as agreed in writing, invoice, proposal, estimate, checkout page, or other written communication. Deposits, retainers, milestone payments, setup fees, recurring fees, and payments for work already commenced are non-refundable, except where otherwise required by law or agreed in writing.

Failure to make timely payment may result in suspension or termination of services. U&I Web, Inc. may decline to perform additional work while any invoice or other balance remains past due.

If a client has an outstanding balance, a payment history presenting increased collection risk, or other reasonable credit concerns, U&I Web, Inc. may require full or partial payment in advance before performing additional services.

Unless otherwise agreed in writing, work outside the original scope is billed at U&I Web, Inc.’s then-current hourly rate.

Billable professional time may include technical investigation, troubleshooting, research, review of historical records or communications, backup retrieval, meetings, telephone calls, technical documentation, coordination with third parties, and substantial service-related correspondence.

3. Hosting, Maintenance and Support

Hosting Scope

Website hosting provides the hosting environment and only those hosting-related services expressly identified in the client’s plan or written agreement.

Website hosting does not, by itself, constitute website management, website maintenance, technical support, security management, or continuous supervision of the client’s website.

Unless expressly included in writing, standard website hosting does not include:

  • Website or application maintenance
  • WordPress, theme, plugin, extension, application, or other software updates
  • Compatibility testing
  • Security monitoring or vulnerability remediation
  • Malware scanning, malware removal, or recovery from hacking
  • Website uptime monitoring
  • Website functionality monitoring
  • SSL/TLS certificate monitoring or renewal troubleshooting
  • DNS monitoring or management
  • Website backups
  • Backup restoration or retrieval
  • Content updates
  • Troubleshooting website errors
  • Monitoring forms, shopping carts, payment systems, integrations, or other website functionality
  • Monitoring changes made by third-party developers or vendors
  • Emergency or same-day technical support
  • Management or supervision of third-party developers, applications, platforms, or services

Any such services must be separately purchased or agreed upon in writing.

Website Monitoring

Unless monitoring services are expressly included in writing, U&I Web, Inc. has no obligation to continuously or periodically inspect the client’s website to determine whether it is online, functioning correctly, secure, current, or free from errors.

The client is responsible for reviewing the website and notifying U&I Web, Inc. if a problem requiring attention is discovered.

U&I Web, Inc. is not obligated to detect or notify the client of website downtime, malfunction, application errors, security vulnerabilities, SSL/TLS issues, or other website problems unless the applicable monitoring service has been expressly purchased.

Response Times and Priority Support

The standard response time for ordinary support and service communications is generally three to five (3-5) business days. This is a target response window and is not a guaranteed service level.

Same-day responses, immediate responses, emergency availability, expedited service, and continuous technical support are not included with standard hosting unless expressly agreed to in writing.

Response times may exceed the normal target during periods of unusually high demand, holidays, emergencies, complex investigations, third-party delays, or other circumstances that reasonably affect availability.

Clients requiring guaranteed or priority response times must enter into a separate support, maintenance, or retainer agreement.

No Implied Service Level Agreement

No uptime guarantee, response-time guarantee, monitoring obligation, emergency-support obligation, maintenance obligation, or other service level applies unless expressly stated in a written agreement between U&I Web, Inc. and the client.

No Uptime Guarantee

Unless expressly provided in a separate written agreement, U&I Web, Inc. does not guarantee uninterrupted or error-free availability of any website, hosting environment, application, server, third-party platform, network, DNS service, SSL/TLS service, or other technology.

Interruptions may occur due to maintenance, third-party provider failures, software errors, cyberattacks, configuration changes, Internet or network failures, client or third-party actions, or other circumstances outside U&I Web, Inc.’s reasonable control.

Backups

Website backups are not included with hosting unless backup services are expressly identified in the client’s hosting plan, proposal, invoice, or other written agreement.

Clients who do not purchase backup services are responsible for maintaining their own backups.

If U&I Web, Inc. happens to possess an archival, incidental, historical, or precautionary copy of client data where backup services were not purchased, the existence of that copy does not create or imply an obligation to maintain, preserve, monitor, retrieve, restore, or provide that copy without charge.

Locating, reviewing, retrieving, preparing, transferring, restoring, or otherwise working with archived files constitutes billable professional work at U&I Web, Inc.’s then-current hourly rate.

Unless backup services were expressly purchased, U&I Web, Inc. makes no representation or guarantee that any archival copy exists, is complete, is current, is compatible with the client’s existing website environment, or can successfully restore the website.

Third-Party Developers and Vendors

The client may choose to allow other developers, agencies, contractors, employees, administrators, applications, plugins, vendors, or service providers to access or modify the website or related systems.

U&I Web, Inc. is not responsible for outages, security incidents, data loss, configuration changes, incompatibilities, performance problems, SSL/TLS problems, DNS problems, software failures, corrupted data, hacking, or other problems caused by or resulting from work, changes, omissions, software, or configurations performed or introduced by third parties outside U&I Web, Inc.’s control.

If third-party work must be investigated, corrected, reversed, repaired, or coordinated by U&I Web, Inc., such work is billable at the then-current hourly rate unless otherwise agreed in writing.

Outdated or Unsupported Websites and Software

Unless website maintenance has been separately purchased, the client is responsible for keeping the website, applications, plugins, themes, extensions, integrations, frameworks, and other software current, secure, and supported.

U&I Web, Inc. may recommend updates, upgrades, replacement, migration, security remediation, or other corrective action.

If the client chooses not to follow such recommendations or chooses a lower-cost, unsupported, outdated, third-party, or alternative solution, the client assumes the risks reasonably associated with that decision.

U&I Web, Inc. is not responsible for problems resulting from software or systems that the client elects to leave outdated, unsupported, improperly maintained, or under the control of another provider.

Emergency and Expedited Work

Emergency, expedited, after-hours, same-day, or priority services are not included with standard hosting unless expressly agreed in writing.

Such work is subject to availability and may require advance payment, minimum charges, or different rates.

4. Client Responsibilities

The client agrees to:

  • Provide accurate and complete information
  • Provide required access credentials and authorization in a timely manner
  • Maintain appropriate control over users and third parties given access to the client’s systems
  • Review the client’s website and business systems as reasonably necessary
  • Promptly notify U&I Web, Inc. of known problems requiring attention
  • Respond to requests for approvals, information, and feedback promptly
  • Maintain appropriate backups unless backup services have been expressly purchased
  • Maintain supported and current software unless maintenance services have been expressly purchased
  • Comply with applicable laws, regulations, licensing requirements, and platform policies

Delays, failures, additional work, or problems caused by the client or by third parties selected or authorized by the client do not relieve the client of payment obligations.

5. No Guarantee of Results

Marketing, advertising, SEO, website performance, e-commerce performance, and other business results depend on numerous external factors, including market conditions, competition, pricing, offer structure, consumer behavior, platform algorithms, technology, third-party systems, and client decisions.

U&I Web, Inc. does not guarantee specific revenue, ROI, ROAS, rankings, traffic levels, conversion rates, leads, calls, sales, or other business outcomes. Fees compensate for professional services rendered, not guaranteed outcomes.

6. Intellectual Property

Unless otherwise agreed in writing, final client-specific deliverables become the client’s property upon full payment of all outstanding amounts associated with those deliverables.

U&I Web, Inc. retains ownership of proprietary tools, processes, templates, systems, code libraries, workflows, methodologies, know-how, and other pre-existing intellectual property used in providing services.

7. Third-Party Software and Digital Assets

Projects may include third-party themes, templates, plugins, applications, fonts, stock photography, video assets, icons, graphics, code, software, or other licensed digital materials (“Third-Party Assets”) obtained from external vendors.

All Third-Party Assets remain subject to the original vendor’s license terms and conditions. The client agrees to comply with all applicable licensing restrictions, including limitations concerning websites, domains, installations, users, duplication, modification, distribution, or transfer.

Unless otherwise agreed in writing, Third-Party Asset licenses are typically limited to the website, domain, project, or usage for which they were acquired. Duplication, redistribution, resale, transfer to additional projects, or use beyond the licensed scope is prohibited unless permitted by the applicable license.

U&I Web, Inc. does not transfer ownership of Third-Party Assets. The client receives only the usage rights permitted under the applicable third-party license.

If the client reuses, duplicates, distributes, transfers, sublicenses, or modifies Third-Party Assets beyond the scope of the applicable license, the client assumes responsibility for such actions.

The client agrees to indemnify and hold harmless U&I Web, Inc. from claims, penalties, licensing violations, damages, or reasonable legal costs arising from the client’s unauthorized misuse or duplication of Third-Party Assets.

8. Suspension and Termination

U&I Web, Inc. reserves the right to suspend or terminate services in the event of non-payment, abuse, illegal activity, security concerns, material breach of these Terms, or other circumstances reasonably requiring suspension or termination.

U&I Web, Inc. may also decline to perform new or additional work while an account has an outstanding balance.

Suspension or termination does not relieve the client of responsibility for amounts already due or for authorized work already performed.

9. Limitation of Liability

To the maximum extent permitted by applicable law, U&I Web, Inc. shall not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, loss of business opportunity, business interruption, loss of goodwill, or loss of data.

U&I Web, Inc. shall not be liable for losses resulting from third-party services, third-party developers, third-party software, cyberattacks, Internet failures, unsupported or outdated client systems, client actions or omissions, or other circumstances outside U&I Web, Inc.’s reasonable control.

To the maximum extent permitted by law, U&I Web, Inc.’s aggregate liability for any claim arising out of or relating to a particular service shall not exceed the total fees actually paid by the client for the specific service giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited.

10. Indemnification

To the extent permitted by applicable law, the client agrees to indemnify and hold harmless U&I Web, Inc. from third-party claims, damages, liabilities, costs, or reasonable expenses arising from:

  • Client-provided content
  • Violation of laws or platform policies
  • Misuse of deliverables
  • False or misleading advertising or business claims supplied or approved by the client
  • Unauthorized use of intellectual property or Third-Party Assets by the client
  • Changes or actions performed by third parties selected or authorized by the client
  • The client’s failure to maintain required licenses, permissions, security practices, software, or backups for matters under the client’s responsibility

11. Payment Disputes and Chargebacks

Clients should promptly notify U&I Web, Inc. of any good-faith billing concern and provide a reasonable opportunity for the matter to be reviewed and addressed.

A chargeback, payment reversal, or payment dispute does not eliminate amounts legitimately owed for authorized services properly performed.

If an authorized payment for properly rendered services is improperly reversed, charged back, dishonored, or withheld, the underlying amount remains due.

To the extent permitted by applicable law, the client agrees to reimburse U&I Web, Inc. for reasonable and documented costs incurred in responding to an improper payment reversal or collecting amounts properly owed, including payment-processor dispute fees, collection expenses, and other recoverable costs.

Where legally recoverable and reasonably related to the collection effort, such costs may include professional or administrative time incurred in investigating, documenting, responding to, or recovering an improperly disputed amount at U&I Web, Inc.’s then-current hourly rate, as well as reasonable attorney’s fees and legal expenses.

Nothing in this section prevents a client from exercising any payment or dispute rights that cannot legally be waived.

U&I Web, Inc. may suspend or terminate services while an undisputed past-due balance or improperly reversed authorized payment remains unpaid.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles.

13. Dispute Resolution

Except where prohibited by applicable law, any dispute arising out of or relating to these Terms or services provided by U&I Web, Inc. shall be resolved through binding arbitration in the State of Georgia.

Either party may pursue a claim in small claims court if the claim qualifies for that court and applicable law permits it.

Nothing in this section prevents either party from seeking temporary or emergency injunctive relief where legally appropriate.

14. Electronic Communications

The client agrees that proposals, approvals, authorizations, invoices, notices, service communications, and agreements may be transmitted electronically, including by email, electronic invoice, website, or other electronic communication reasonably used in the course of the business relationship.

The client is responsible for maintaining current contact information and monitoring communications sent to the contact information provided to U&I Web, Inc.

15. Changes to These Terms

U&I Web, Inc. may update these Terms from time to time.

Material changes will apply prospectively to services purchased, renewed, authorized, or continued after reasonable notice of the updated Terms, subject to applicable law.

Changes to these Terms do not retroactively change the agreed scope or price of work already completed unless expressly agreed by the parties.

16. Entire Agreement

These Terms, together with any applicable proposal, invoice, estimate, checkout page, service agreement, written authorization, or other written agreement between the parties, constitute the agreement concerning the applicable services.

If a specific written agreement expressly conflicts with these Terms, the specific written agreement controls with respect to that conflict.

17. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in effect to the maximum extent permitted by law.

Any invalid or unenforceable provision shall be interpreted or limited to the minimum extent necessary to make it enforceable where permitted by law.

18. No Waiver

A failure or delay by U&I Web, Inc. in enforcing any provision of these Terms does not constitute a waiver of that provision or of the right to enforce it later.

A waiver on one occasion does not constitute a waiver of the same or any other provision on another occasion.

19. Acceptance

By signing or electronically accepting a proposal or agreement, checking an acceptance box, authorizing work in writing, submitting payment after being presented with these Terms, purchasing services, or otherwise expressly agreeing to these Terms, the client acknowledges that the client has had an opportunity to review, understands, and agrees to be bound by these Terms.