Terms and conditions

1. Introduction & Acceptance

Welcome to Edge Digital Agency ("Edge Digital," "we," "us," or "our"). These Terms & Conditions ("Terms") govern your access to and use of our website, as well as any services, projects, or engagements you purchase or commission from us ("Services").

By accessing or using our website, purchasing any Service, making any payment to Edge Digital, or otherwise proceeding with a project, you ("Client" or "you") acknowledge that you have read, understood, and agree to be bound by these Terms in full. If you do not agree to these Terms, do not use our website or engage our Services.

Where a separate written agreement signed by both parties exists for a specific project, that signed agreement controls to the extent it conflicts with these Terms. In all other cases, these Terms govern.

2. Definitions

"Approval" means written confirmation (via email, text message, or signed document) from the Client that a deliverable is accepted.

"Business Day" means Monday through Friday, excluding federal holidays.

"Deliverable" means any work product created under an engagement, including but not limited to website pages, design mockups, logos, graphics, copy implementation, and code.

"Home Page" means the primary landing page of a website, which serves as the design foundation and style guide for all other pages.

"Interior Pages" means all website pages other than the Home Page.

"Project Scope" means the specific deliverables, features, number of pages, and functionality agreed upon in writing prior to project commencement, as documented in the applicable proposal or invoice.

"Revision" means a single consolidated set of requested changes submitted by the Client at one time. Multiple individual change requests submitted within any 24-hour period are combined and counted as one (1) Revision.

3. Scope of Services

3.1 Edge Digital will perform only the work described in the applicable Project Scope, proposal, or invoice. Anything not expressly included is outside scope.

3.2 Any work outside the original Project Scope requires a written change order agreed to by both parties before that work begins. Change orders may carry additional fees and adjust the timeline. Edge Digital is not obligated to perform out-of-scope work without an agreed change order.

3.3 Examples of out-of-scope work include, without limitation: additional pages; e-commerce functionality; third-party integrations; custom coding; content or copywriting creation; photography; and SEO services not originally quoted.

4. Payment Terms

4.1 Deposit. Unless otherwise stated in writing, fifty percent (50%) of the total project fee is due before any work commences. No design, development, research, or planning begins until this payment is received and cleared.

4.2 Final Payment. The remaining balance is due upon the earliest of: (i) completion of the final revision round for the project; (ii) Client's written Approval of the completed work; or (iii) twenty-one (21) calendar days from the date the deposit is received where Client delays have extended the project beyond that period.

4.3 Late Payment. Payments not received within seven (7) days of the due date incur a late fee of five percent (5%) of the outstanding balance. All work may be paused until payment is current, and Edge Digital may revoke access to staging sites, previews, or work-in-progress materials until the account is paid in full.

4.4 Accepted Methods. Payment may be made via credit card, ACH transfer, wire transfer, or other methods approved by Edge Digital in writing. Client is responsible for any transaction fees on wire transfers.

5. Project Timeline, Phases & Revisions

5.1 Home Page First. Where a project includes a Home Page, Edge Digital will complete the Home Page design first. The Home Page establishes the visual style, typography, color palette, and layout conventions for the entire site.

5.2 Baseline Lock. Once the Home Page is Approved, the overall design direction is locked. Changes to the overall style, color scheme, typography, or layout framework after Home Page Approval require a change order and additional fee.

5.3 Interior Pages. Following Home Page Approval, Edge Digital will build the remaining pages, provided the Client has supplied all required content and materials.

5.4 Revision Rounds. Unless otherwise stated in the Project Scope, the Client is entitled to three (3) consolidated revision rounds on Interior Pages collectively, and unlimited revisions on the Home Page prior to its Approval. Revisions beyond those included will be billed at Edge Digital's then-current rate.

5.5 Timeline Extensions. The project timeline extends day-for-day for any delay caused by the Client's failure to provide content, materials, feedback, or Approval, or by Client-requested scope changes.

6. Client Responsibilities & Response Deadlines

6.1 The Client agrees to:

Provide all required content — text, images, logos, brand guidelines, and login credentials — within the timeframes requested;

Designate a single point of contact with authority to make decisions and grant Approvals;

Respond to project communications within five (5) Business Days;

Ensure all content provided is owned by the Client or properly licensed;

Make timely payments; and

Review and test all Deliverables before granting Approval.

6.2 Feedback & Content Deadlines. The Client must provide feedback, Approval, or requested content within five (5) Business Days of a Deliverable being sent for review or of a request being made.

6.3 Deemed Approval. If the Client fails to respond within the applicable deadline, Edge Digital will send one (1) written reminder. If no response is received within an additional five (5) Business Days, the most recent Deliverable is deemed Approved and accepted as final. A Client's later dissatisfaction with, or request to change, a Deliverable that has been Approved or deemed Approved does not entitle the Client to a refund and does not obligate Edge Digital to perform further work except under a paid change order.

7. Client Non-Response, Project Hold & Abandonment

7.1 This Section 7 applies only to website design and development projects and does not apply to annual maintenance, retainer, or ongoing support services.

7.2 Automatic Hold. A project will be automatically placed on hold if, during the project, the Client either: (i) fails to respond to an Edge Digital communication requesting feedback, content, materials, or Approval for thirty (30) or more consecutive calendar days; or (ii) fails to meet the response or content deadlines in Section 6 on two (2) or more occasions.

7.3 Effect of Hold. Upon a hold, Edge Digital may reallocate its time and resources to other clients and is under no obligation to continue or prioritize the Client's project until it resumes under Section 7.5. The project timeline is suspended for the duration of the hold, in addition to any day-for-day extension under Section 5.5.

7.4 Notice. Edge Digital will endeavor to notify the Client in writing when a hold takes effect, but the hold is automatic, and any failure to send notice does not waive or delay it.

7.5 Resumption. A held project resumes only after the Client (i) is current on all amounts due and (ii) has provided all outstanding content, materials, and feedback. Resumption scheduling is at Edge Digital's reasonable discretion based on its then-current availability and existing commitments. Edge Digital will provide an estimated resumption date within ten (10) Business Days after both conditions are met.

7.6 Reactivation Fee. Resuming a held project may require a reactivation fee of ten percent (10%) of the total project fee, reflecting the cost of rescheduling and re-mobilizing. Any reactivation fee will be stated in writing before work resumes.

7.7 Payment Not Suspended. A hold does not suspend, delay, or extend any payment obligation, including the twenty-one (21) day trigger in Section 4.2. Amounts already due remain due during the hold.

7.8 Abandonment. If the Client fails to respond to any Edge Digital communication for forty-five (45) consecutive days, the project is deemed abandoned. Upon abandonment: (a) all payments made are forfeited; (b) Edge Digital retains all Deliverables; and (c) Edge Digital has no further obligation to the Client.

8. Refund Policy

Edge Digital is committed to delivering high-quality work and a positive experience for every client. Because our Services involve significant time, planning, and creative labor that begins as soon as a project is underway, the following refund terms apply to all Services unless a signed agreement states otherwise.

8.1 Before Work Begins. If the Client cancels before any design, development, research, or planning work has commenced, the Client may be eligible for a refund, less any non-refundable deposit or administrative fees identified at the time of purchase.

8.2 After Work Has Begun. Once work on a project has commenced, all fees are non-refundable as a matter of policy. "Work" includes, without limitation, project planning, research, design, development, content implementation, revisions, and any preparatory work performed on the Client's behalf.

8.3 Completed or Deemed-Approved Work. No refund is owed for any Deliverable that has been Approved or deemed Approved under Section 6.3, regardless of the time elapsed or the Client's later change of preference.

8.4 Discretionary Exceptions. Edge Digital may, in its sole discretion, grant a full or partial refund on a case-by-case basis where circumstances warrant. Any such refund is offered as a courtesy, does not constitute an admission of fault or breach, and does not waive this policy or create any obligation to grant similar refunds in the future. Whether to grant a discretionary refund, and in what amount, rests entirely with Edge Digital.

8.5 Processing. Where a refund is approved, it will be processed to the original payment method within twenty-one (21) to thirty (30) Business Days of written approval. The time for funds to appear may vary depending on the Client's bank or card issuer.

9. Chargebacks

Initiating a chargeback or payment dispute in place of contacting us directly is a breach of these Terms. We ask that you contact us first at [email protected] so we can work toward a resolution. In the event of a chargeback, Edge Digital reserves the right to provide the payment processor with these Terms, project communications, and evidence of Deliverables completed.

10. Intellectual Property & Ownership

10.1 Before Full Payment. Until the Client has paid the total project fee in full, all Deliverables — including mockups, wireframes, prototypes, code (HTML, CSS, JavaScript, and any custom functionality), logos, graphics, visual assets, and any staging sites or preview links — remain the exclusive property of Edge Digital.

10.2 Prohibited Use Before Payment. Until full payment is received, the Client may not publish, deploy, make live, copy, screenshot, replicate, recreate, or share any Deliverable, or use any Deliverable as a reference or template for work by others.

10.3 Transfer on Payment. Upon receipt of full payment, ownership of the final, Approved Deliverables transfers to the Client. Edge Digital retains the right to display the work in portfolios, case studies, and marketing materials unless the Client requests otherwise in writing within thirty (30) days of project completion.

10.4 Source Files. Unless expressly included in the Project Scope, working source files are not included and remain the property of Edge Digital. Source files may be purchased separately on request.

11. Maintenance & Retainer Services

11.1 This Section 11 applies to annual maintenance plans, retainers, and ongoing support ("Maintenance Services"), which are separate from any design or development project.

11.2 Maintenance Services cover the specific tasks described in the applicable plan (for example, content and image updates). Work outside the described scope — including new design work, redesigns, or new pages — is not included and requires a separate quote.

11.3 Cancellation. Maintenance Services may be cancelled by either party with written notice. Where a plan is prepaid and cancelled mid-term, any refund of the unused portion is at Edge Digital's discretion and, if granted, will be prorated for the remaining unused period only. Fees for the portion of the term already elapsed are non-refundable.

11.4 Maintenance turnaround times, where stated in a plan, are targets that apply to properly submitted written requests and are subject to reasonable delays. A missed target does not entitle the Client to a refund of the design or build fee, which is governed separately by Section 8.

12. Warranty & Post-Launch Support

12.1 Edge Digital warrants that a completed website will function as specified in the Project Scope for fourteen (14) days following final delivery. During this period, Edge Digital will correct bugs or errors in its own code at no additional charge. This warranty does not cover issues caused by Client modifications, third-party plugins, hosting changes, or browser updates.

12.2 After the warranty period, support and maintenance are available for separate purchase at then-current rates.

13. Limitation of Liability

13.1 Edge Digital is not responsible for third-party services, including web hosting, domain registration, email services, SSL certificates, CDN services, or software/plugin updates occurring after project completion.

13.2 In no event will Edge Digital be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business opportunities, or goodwill.

13.3 Edge Digital's total liability under any engagement will not exceed the total fees actually paid by the Client for that engagement.

14. Indemnification

The Client agrees to indemnify, defend, and hold harmless Edge Digital from any claims, damages, losses, or expenses arising from: (a) content provided by the Client; (b) the Client's use of the Deliverables; (c) the Client's breach of these Terms; or (d) any claim that Client-provided content infringes a third party's intellectual property rights.

15. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during an engagement, including business strategies, customer data, pricing, and unpublished creative work. This obligation survives termination.

16. Dispute Resolution & Governing Law

16.1 These Terms are governed by the laws of the State of [GOVERNING STATE], without regard to conflict-of-law principles.

16.2 Any dispute arising from these Terms or any engagement will first be addressed through good-faith negotiation. If negotiation fails, the dispute will be resolved through binding arbitration in [COUNTY, STATE], under the rules of the American Arbitration Association. The prevailing party is entitled to recover reasonable attorney's fees and costs.

16.3 Nothing in this Section prevents either party from seeking to recover amounts owed through small claims court where the claim qualifies.

17. Website Use & Privacy

17.1 Information We Collect. We collect information you provide — such as your name, phone number, and email address — when you interact with our website or Services, with your consent, to provide and improve our Services.

17.2 How We Use It. We use this information to operate and maintain our website and Services, communicate with you regarding customer service and updates, and, where you have consented, send promotional materials.

17.3 Protection & Sharing. We implement reasonable security measures to protect your data. We do not sell, trade, or transfer your personally identifiable information to outside parties, except to trusted third parties who assist us in operating our business and who agree to keep it confidential, or where release is required to comply with the law or protect our rights, property, or safety.

17.4 Consent. By using our website, you consent to the collection and use of your information as described here.

18. General Provisions

18.1 Changes to These Terms. We may update these Terms from time to time to reflect changes in our practices, Services, or legal requirements. Changes will be posted on this page with an updated date. Your continued use of the website or Services after changes are posted signifies acceptance. Changes are not retroactive and do not alter the terms in effect at the time of a Client's prior purchase.

18.2 Entire Agreement. These Terms, together with any applicable Project Scope, proposal, invoice, or signed agreement, constitute the entire agreement between the parties and supersede all prior discussions.

18.3 Severability. If any provision is found unenforceable, the remaining provisions continue in full force.

18.4 Waiver. Failure to enforce any provision is not a waiver of future enforcement of that or any other provision.

18.5 Contact. Questions about these Terms may be directed to [email protected].

By making payment, signing, or proceeding with a project, the Client acknowledges they have read, understood, and agree to be bound by these Terms & Conditions.