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Terms & Conditions

1. Services

This section defines the agreed-upon scope of work, which is typically detailed in a separate

Statement of Work (SOW) or a Service Specific Module (SSM) document. For any changes,

additions, or deviations from the agreed-upon scope, a formal change order request must be

filled, agreed upon, and signed by authorized representatives of both parties.

 

2. Schedule

Here are the primary milestones for the website project. The expected timeline for completion is

three (3) months from the project's commencement date for most projects.

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  • Preliminary Design

  • Review & Feedback (Client will have 3 business days to review and approve)

  • Final Review & Revisions (Client will have 3 business days to review and approve)

  • Completion & Launch

  • Client Approval: The Client will have three (3) business days to review and approve eachstep.  If no written answer is provided by the Client within this time, the work for that step will be considered approved, and GEM Digital Marketing will continue with the next phase of work.

3. Exclusions:

The obligations of confidentiality shall not apply to information that:

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  • Is or becomes publicly known through no fault of the Receiving Party.

  • Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party.

  • Is independently developed by the Receiving Party without use of the ConfidentialInformation.

  • Is required to be disclosed by law or court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement.

4. Term:

This Agreement shall remain in effect for three (3) years from the Effective Date, or until terminated by mutual written agreement of the parties. The obligation to protect confidential information will survive the termination of this agreement.

  • Duration & Renewal: The service is a month-to-month subscription and will automatically renew unless canceled.

  • The Client must cancel the Monthly subscription seven (7) days prior to the next billing date to avoid being charged for the following month.

  • Conditions for Termination: Either party may terminate any Agreements for a material breach of contract, non-payment, or upon thirty (30) days prior written notice.

  • Notice Period: A thirty (30) day written notice period is required for client separation/termination of all services.

  • Client Data upon Termination: If all outstanding balances are paid in full, all client-owned media and domain access will be released to the

  • Client.Project-Based Services (Applicable if detailed in the SOW/SSM) If the scope of work is defined as a fixed-term project in the Service Specific Module (SSM), the following terms also apply:

    • ○Scope: The specific scope, deliverables, and total project fee will be exclusively defined in the attached Statement of Work (SOW) or the SSM. Any request for work or deliverables outside of this documented scope constitutes a change in the project and must be handled via a formal Change Order (as described inSection 1. Services).

    • Payment for Project-Based Work: Unless otherwise stated in the SOW/SSM, the total project fee is payable in installments tied to key project milestones (e.g.,50% due upon signing, 25% upon Preliminary Design approval, 25% uponCompletion). All invoices are due net 7 days from receipt.

    • Completion and Acceptance: Upon reaching the final milestone (Completion),the Client retains the three (3) business days to review and approve the final work as detailed in the Schedule (Section 2). Upon approval or expiration of there view period, the project will be deemed complete and accepted by the Client.

    • Warranty: GEM Digital Marketing provides a 30-day warranty period following project completion for fixing any defects or errors in the delivered work that werenot present at the time of acceptance. This warranty does not cover changes requested by the Client or issues arising from third-party services or content provided by the Client.

5. Remedies:

The Receiving Party acknowledges that unauthorized disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedies available at law or in equity.

 

6. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.

 

7. Entire Agreement:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

 

8. Severability:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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9. Amendments:

This Agreement may be amended only by a written instrument signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement as of the date first above written.

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