TERMS AND CONDITIONS
Effective Date: January 2021
Welcome to Berdote Marketing. By accessing this website, requesting services, approving proposals, paying invoices, authorizing work, or otherwise engaging Berdote Marketing, you agree to be bound by these Terms and Conditions.
These Terms and Conditions govern all services provided by Berdote Marketing, including but not limited to website design, website maintenance, branding, graphic design, logo design, social media management, content creation, digital marketing, consulting, photography, videography, SEO services, advertising, print design, and related professional services.
1. Third-Party Services Disclaimer
Berdote Marketing is not responsible for the actions, decisions, performance, outages, interruptions, security breaches, fee increases, policy changes, account suspensions, data loss, service failures, or any other consequences arising from third-party providers.
This includes, but is not limited to, Wix, WordPress, Squarespace, GoDaddy, Google, Microsoft, Meta, Facebook, Instagram, YouTube, domain registrars, hosting companies, payment processors, email providers, software vendors, contractors, subcontractors, and any other third-party services used by the Client.
The Client acknowledges that all third-party services are governed by their own terms, policies, pricing structures, and operating procedures.
2. Website, Domain, and Hosting Renewals
The Client is solely responsible for maintaining active payment methods and renewing all website subscriptions, hosting plans, domain registrations, SSL certificates, email services, plugins, software subscriptions, and other third-party services.
Failure to maintain active services may result in website expiration, suspension, loss of access, downtime, email interruption, or permanent data loss.
Berdote Marketing shall not be liable for damages resulting from missed payments, expired subscriptions, account termination, or failure to renew third-party services.
3. Websites Maintained Under Berdote Marketing Payment Methods
If Berdote Marketing places a website, domain, hosting account, or subscription under its own credit card or payment method as a courtesy, financial responsibility remains solely with the Client.
Berdote Marketing reserves the right to remove its payment method, suspend services, or transfer responsibility to the Client at any time.
Renewal invoices must be paid prior to the renewal date. Failure to pay may result in suspension, expiration, cancellation, or transfer of services.
4. Scope of Services
Berdote Marketing is responsible only for services specifically outlined in an approved proposal, invoice, estimate, or written agreement.
Any work not expressly included shall be considered outside the scope of services and may require a separate agreement, written approval, and additional fees.
Verbal discussions, assumptions, expectations, or prior conversations shall not modify the agreed scope of work.
5. Additional Work and Revisions
Requests for additional work, revisions, content updates, troubleshooting, consultations, design modifications, technical assistance, or services outside the agreed scope may be billed separately at Berdote Marketing's current rates.
Additional work shall not begin until approved by the Client.
6. Client Content and Materials
The Client is solely responsible for providing all content required for a project.
This includes but is not limited to documents, financial reports, governing documents, forms, photographs, videos, logos, text, graphics, contact information, policies, meeting notices, community information, advertisements, marketing content, and other materials.
All website content must be supplied by the Client, Property Management Company, Board of Directors, authorized representative, or other designated party.
Berdote Marketing is not responsible for creating, updating, maintaining, fact-checking, proofreading, legally reviewing, or verifying Client-provided content.
7. Content Accuracy
The Client is solely responsible for reviewing and verifying the accuracy, legality, completeness, compliance, and suitability of all content prior to publication, printing, distribution, or website launch.
Berdote Marketing shall not be responsible for errors, omissions, inaccuracies, typographical mistakes, outdated information, regulatory compliance issues, or legal violations contained within Client-provided materials.
8. Client Approvals
Any approval provided by email, text message, written communication, electronic signature, online approval, or verbal authorization shall constitute final approval.
Upon approval, the Client accepts responsibility for the approved content, designs, layouts, functionality, and materials.
Berdote Marketing shall not be responsible for corrections, revisions, or modifications requested after final approval.
9. Intellectual Property Responsibility
The Client represents and warrants that all materials provided to Berdote Marketing are owned by the Client or properly licensed for use.
The Client assumes full responsibility for any copyright, trademark, licensing, privacy, publicity, or intellectual property claims arising from Client-provided materials.
The Client agrees to indemnify and hold harmless Berdote Marketing from any such claims.
10. Website Ownership During Development
Until all outstanding balances have been paid in full, all website designs, layouts, graphics, source files, development work, and related materials shall remain the property of Berdote Marketing.
Ownership transfer shall occur only after all contractual obligations have been satisfied and all invoices have been paid in full.
11. Exclusivity of Website Management
To protect website security, consistency, and accountability, Berdote Marketing does not share website management responsibilities with outside agencies, freelancers, developers, consultants, or third parties not directly contracted by Berdote Marketing.
If third-party access is granted by the Client, Berdote Marketing's responsibility for website functionality, security, compatibility, performance, and accuracy shall immediately terminate.
12. Email Accounts and Data
The Client is solely responsible for backing up and preserving all email accounts, messages, contacts, calendars, files, databases, and associated data.
Berdote Marketing shall not be responsible for lost emails, deleted accounts, failed migrations, transfer errors, or data loss of any kind.
Clients must ensure all email accounts and related data are properly backed up before any website, hosting, domain, or email transfer occurs.
13. Website and Domain Transfers
Website, hosting, domain, email, and platform transfers may require additional fees and are not included unless specifically stated in writing.
All outstanding balances must be paid in full before any transfer is initiated.
Berdote Marketing does not guarantee the success, compatibility, timing, functionality, preservation of data, preservation of email accounts, or preservation of third-party services during or after any transfer.
The Client acknowledges that website transfers, domain transfers, hosting migrations, and email migrations may involve risks outside the control of Berdote Marketing.
13A. Account Closure and Transfer Fee
If the Client elects to terminate services and requests the transfer, release, migration, export, or delivery of any website, domain, hosting account, email service, DNS records, website files, content, credentials, administrative access, or other digital assets maintained, managed, or administered by Berdote Marketing, an Account Closure and Transfer Fee of Two Hundred Seventy-Five Dollars ($275.00) shall apply.
The Account Closure and Transfer Fee covers administrative time associated with reviewing accounts, organizing records, gathering credentials, coordinating with third-party providers, preparing website and account information, facilitating transfers, responding to transfer-related requests, and completing project closure procedures.
All outstanding invoices, maintenance fees, subscription fees, renewal fees, reimbursements, and any other balances owed to Berdote Marketing must be paid in full prior to the commencement of any transfer, release of credentials, migration assistance, account closure, or offboarding services.
The Account Closure and Transfer Fee is non-refundable and must be paid in full before any transfer work, administrative processing, or account release is initiated.
Berdote Marketing does not guarantee the success, timing, compatibility, preservation of data, preservation of email accounts, preservation of search engine rankings, preservation of third-party integrations, functionality, or uninterrupted operation of any website, domain, hosting account, email service, or digital asset following transfer to another provider.
The Client acknowledges that transfers may require cooperation from third-party providers and may be subject to delays, restrictions, limitations, technical issues, or requirements outside the control of Berdote Marketing.
14. Payment Terms
All invoices are due according to the payment schedule listed on the invoice.
Failure to make timely payments may result in project delays, suspension of services, interruption of work, delayed delivery, or termination of services.
The Client agrees to pay all invoices in full according to the agreed payment terms.
15. Final Payment Prior to Launch
New websites shall not be published, launched, transferred, connected to a live domain, or released to the Client until all invoices and outstanding balances have been paid in full.
Berdote Marketing reserves the right to withhold publication, launch, transfer, or release of any project until full payment has been received.
16. Late Payments
Invoices not paid by their due date may incur a late fee of five percent (5%) per month or the maximum amount permitted by applicable law, whichever is less.
Late fees shall continue to accrue until all outstanding balances have been paid in full.
The Client agrees to pay all collection costs associated with overdue balances.
17. Non-Refundable Services
All deposits, design fees, setup fees, maintenance plans, monthly services, retainers, subscriptions, consulting services, development services, and completed work are non-refundable.
Once work has commenced, no refunds shall be issued for any reason.
No refunds shall be granted for unused services, project delays caused by the Client, project abandonment, cancellation of services, or completed work.
18. Project Delays and Abandonment
The Client agrees to provide requested content, approvals, feedback, and information in a timely manner.
If the Client fails to provide required materials, approvals, communication, or responses for sixty (60) consecutive days, the project may be considered abandoned.
Upon abandonment:
a. All payments previously made shall remain non-refundable.
b. Berdote Marketing may close the project.
c. Future work may require a new proposal, new agreement, and updated pricing.
d. Previously quoted pricing may no longer apply.
19. Suspension of Services
Berdote Marketing reserves the right to suspend services immediately if:
a. Payment is overdue.
b. Required information is not provided.
c. The Client violates these Terms and Conditions.
d. Unauthorized third parties interfere with the project.
e. The Client engages in abusive, threatening, illegal, unethical, or disruptive conduct.
Berdote Marketing shall not be responsible for any damages, losses, downtime, lost revenue, lost opportunities, or interruptions resulting from such suspension.
20. Termination of Services
Berdote Marketing may terminate services immediately if:
a. Invoices remain unpaid for more than fifteen (15) days.
b. The Client becomes abusive, threatening, harassing, or unprofessional.
c. The Client authorizes unauthorized third-party access.
d. The Client engages in unlawful or unethical activities.
e. The Client materially breaches these Terms and Conditions.
Upon termination, all work shall cease immediately.
All outstanding balances shall become immediately due and payable.
Upon termination initiated by the Client, any requested transfer, migration, release of credentials, website delivery, domain transfer, hosting transfer, email transfer, or account closure shall be subject to the Account Closure and Transfer Fee described in Section 13A.
21. No Guarantee of Results
Berdote Marketing does not guarantee website traffic, search engine rankings, social media growth, advertising performance, lead generation, revenue increases, sales conversions, audience engagement, business growth, or any other business outcome.
Marketing, advertising, website performance, and search engine performance depend upon numerous factors beyond the control of Berdote Marketing.
22. Search Engines and Platform Policies
Berdote Marketing shall not be responsible for:
a. Search engine algorithm changes.
b. Search engine penalties.
c. Account suspensions.
d. Advertising restrictions.
e. Platform policy changes.
f. Reduced visibility.
g. Social media reach fluctuations.
h. Account deactivation.
i. Website platform limitations.
j. Actions taken by Google, Meta, Facebook, Instagram, YouTube, Wix, WordPress, Squarespace, or any other third-party platform.
23. Portfolio Rights
Unless otherwise agreed in writing, Berdote Marketing reserves the right to display completed projects, websites, graphics, logos, branding materials, marketing campaigns, videos, and other completed work in its portfolio, website, social media accounts, presentations, promotional materials, and marketing efforts.
Confidential information shall not be disclosed.
24. Force Majeure
Berdote Marketing shall not be liable for delays, interruptions, failures, inability to perform services, loss of data, missed deadlines, or service disruptions resulting from events beyond its reasonable control.
Such events include, but are not limited to:
Natural disasters, hurricanes, floods, fires, power outages, internet outages, cyberattacks, acts of God, labor disputes, pandemics, governmental actions, war, civil unrest, software failures, platform outages, vendor failures, hosting interruptions, domain issues, and failures of third-party providers.
Project timelines shall automatically be extended for the duration of such events.
events.
25. No Warranties
All services provided by Berdote Marketing are offered on an "AS IS" and "AS AVAILABLE" basis.
Berdote Marketing expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, availability, compatibility, security, or error-free performance.
The Client acknowledges that no website, software platform, hosting environment, email service, advertising platform, or technology system can be guaranteed to operate without interruption, errors, vulnerabilities, or downtime.
26. Indemnification
The Client agrees to defend, indemnify, and hold harmless Berdote Marketing, its owners, employees, contractors, representatives, successors, and assigns from and against any and all claims, demands, lawsuits, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, expenses, and attorney's fees arising out of or related to:
a. Client-provided content.
b. Client business activities.
c. Website content.
d. Advertising campaigns.
e. Social media content.
f. Intellectual property disputes.
g. Privacy violations.
h. Regulatory violations.
i. Misrepresentations made by the Client.
j. The Client's use of services provided by Berdote Marketing.
27. Limitation of Liability
To the fullest extent permitted by law, Berdote Marketing shall not be liable for:
a. Lost profits.
b. Lost revenue.
c. Lost business opportunities.
d. Lost data.
e. Loss of goodwill.
f. Business interruption.
g. Website downtime.
h. Consequential damages.
i. Incidental damages.
j. Indirect damages.
k. Special damages.
l. Punitive damages.
Regardless of the cause of action, Berdote Marketing's total liability shall never exceed the total amount actually paid by the Client for the specific services giving rise to the claim.
28. Chargebacks and Payment Disputes
The Client agrees not to initiate chargebacks, payment reversals, or payment disputes for services rendered, completed work, approved work, maintenance services, retainers, subscriptions, or digital services.
If a chargeback or payment dispute is initiated:
a. Berdote Marketing may immediately suspend services.
b. Website access may be suspended.
c. Website maintenance may cease.
d. Outstanding balances shall become immediately due.
e. The Client shall be responsible for all collection costs, attorney's fees, administrative fees, arbitration fees, court costs, and related expenses incurred by Berdote Marketing.
29. Attorneys' Fees and Collection Costs
In any action arising from or relating to these Terms and Conditions, the prevailing party shall be entitled to recover reasonable attorney's fees, court costs, arbitration fees, mediation fees, expert witness fees, collection costs, and all related expenses.
30. Dispute Resolution
The parties agree to attempt good-faith negotiation prior to initiating formal legal proceedings.
If a dispute cannot be resolved through negotiation, the dispute shall be submitted to binding arbitration.
The arbitration shall be conducted pursuant to the rules of the American Arbitration Association or another mutually agreed arbitration provider.
The decision of the arbitrator shall be final and binding upon the parties.
31. Venue and Jurisdiction
To the fullest extent permitted by law, any legal proceeding, arbitration, mediation, or dispute arising from these Terms and Conditions or any services provided by Berdote Marketing shall take place exclusively in Collier County, Florida.
The parties expressly consent to the jurisdiction and venue of Collier County, Florida.
32. Governing Law
These Terms and Conditions shall be governed by, interpreted under, and enforced in accordance with the laws of the State of Florida, without regard to conflict of law principles.
33. Electronic Signatures and Communications
Electronic signatures, electronic approvals, emails, text messages, online approvals, electronic payments, and other electronic communications shall be considered legally binding and shall have the same force and effect as original handwritten signatures.
The Client agrees that electronic communications may be relied upon as evidence of approval, authorization, acceptance, modification requests, and contractual intent.
34. Survival
Any provisions that by their nature should survive termination shall remain in full force and effect following the completion, suspension, expiration, cancellation, or termination of services.
This includes, but is not limited to:
a. Payment obligations.
b. Intellectual property provisions.
c. Indemnification obligations.
d. Limitation of liability provisions.
e. Attorneys' fees provisions.
f. Dispute resolution provisions.
g. Governing law provisions.
h. Confidentiality obligations.
35. Entire Agreement
These Terms and Conditions, together with all approved proposals, invoices, written agreements, estimates, and written amendments, constitute the entire agreement between Berdote Marketing and the Client.
These Terms and Conditions supersede all prior discussions, negotiations, understandings, communications, representations, and agreements, whether written or oral.
No amendment or modification shall be binding unless made in writing by Berdote Marketing.
36. Website Content and Information Disclaimer
Information contained on this website is provided for general informational purposes only.
While Berdote Marketing strives to keep information accurate and current, no representation or warranty is made regarding the completeness, accuracy, reliability, suitability, availability, or timeliness of any information contained on this website.
The content on this website should not be considered legal, financial, tax, business, marketing, or professional advice.
Visitors should seek appropriate professional advice before relying upon any information presented on this website.
Any reliance placed upon information contained on this website is strictly at the user's own risk.
ACCEPTANCE OF TERMS
By accessing this website, requesting services, approving proposals, accepting estimates, paying invoices, authorizing work, submitting information, communicating electronically, or otherwise engaging Berdote Marketing, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions in their entirety.
Berdote Marketing reserves the right to revise, modify, update, or replace these Terms and Conditions at any time without prior notice.
Continued use of this website or any services provided by Berdote Marketing following any modification constitutes acceptance of the revised Terms and Conditions.
Last Updated: June 2024