These Terms and Conditions ("Agreement") govern all website development, digital marketing, and related services provided by Impakt Digital LLC ("Impakt Digital," "we," "us," or "our") to clients ("Client" or "you"). By signing a proposal, paying a deposit, or authorizing work in writing, you agree to be bound by this Agreement.
1. Scope of Services
Impakt Digital will provide services as outlined in the signed proposal or Statement of Work ("SOW"). Any work requested beyond the agreed scope requires a written change order and may be subject to additional fees. Verbal approvals for out-of-scope work are not binding on Impakt Digital.
2. Client Responsibilities
Timely completion of any project depends on the Client meeting the following obligations:
- Content and assets: Provide all required text, images, logos, brand guidelines, login credentials, and other materials by the dates specified in the project timeline.
- Review and approvals: Respond to design mockups, proofs, and deliverables within five (5) business days unless otherwise agreed in writing.
- Designated contact: Maintain a single point of contact authorized to approve decisions and provide feedback on behalf of your organization.
- Accurate information: Supply complete and accurate business information necessary for campaign setup, website content, ad accounts, and any platform integrations.
Failure to fulfill these responsibilities is considered Client-caused delay and may trigger the project hold provisions described in Section 5.
3. Payment Terms
3.1 Deposits
Project-based engagements require a non-refundable deposit as specified in the signed proposal. The deposit secures your position in our production schedule and compensates Impakt Digital for initial planning, discovery, and resource allocation. All deposits are non-refundable. In the event a project is cancelled, paused indefinitely, or abandoned by the Client at any stage, the deposit is forfeited in full and does not apply to future projects unless explicitly agreed in writing.
3.2 Progress Payments and Final Balances
Project invoices are issued according to milestones defined in the SOW. Final payment is due prior to site launch, campaign activation, or delivery of final files, whichever applies. Impakt Digital reserves the right to withhold delivery of completed work until all outstanding balances are paid in full.
3.3 Retainer Fees
Monthly retainer fees are due on the first (1st) of each month. Retainers not paid within ten (10) days of the due date will result in suspension of active campaign management until the account is current. Impakt Digital is not responsible for performance impact caused by suspended campaigns.
3.4 Late Fees
Invoices unpaid after thirty (30) days from the due date accrue a late fee of 1.5% per month (18% annually) on the outstanding balance. Impakt Digital reserves the right to pause all active services for accounts more than thirty (30) days past due.
4. Project Timelines
Timelines stated in the proposal are estimates based on the assumption that the Client provides materials, approvals, and feedback on schedule. Delays caused by late Client response, late asset delivery, scope changes, or third-party dependencies will extend the timeline proportionally. Impakt Digital will not be held liable for missed deadlines resulting from Client-caused delays.
5. Inactive Project and Project Hold Policy
Impakt Digital maintains a limited production capacity. When a project stalls due to unresponsive clients or missing deliverables, it consumes reserved capacity that cannot be reassigned. The following policy governs inactive projects to protect both parties.
5.1 Initial Warning Period (Days 1 through 45)
When a project is blocked by missing Client materials, approvals, or communication, Impakt Digital will document the outstanding items and follow up via email. If the Client does not respond within fifteen (15) business days of any follow-up communication, the project will be formally flagged as inactive and a written notice will be sent to the Client.
5.2 Project Hold Activation (Day 46 through Day 60)
If no response is received within forty-five (45) calendar days of a documented follow-up, Impakt Digital will issue a formal Project Hold Notice. The Client will have fifteen (15) additional calendar days (through day 60) to respond and provide required materials before the project is placed on hold. If a project remains inactive for sixty (60) calendar days from the date of the last documented Client response or material delivery, the project is automatically placed on hold and a monthly Project Hold Fee will apply.
5.3 Project Hold Fee
Once a project enters hold status, the Client will be billed a monthly Project Hold Fee of $150 per month (amount specified in your proposal or SOW). This fee compensates Impakt Digital for retaining project files, server environments, staging sites, and third-party account access; maintaining institutional knowledge of project scope, design decisions, and completed work; and reserving production capacity for restart. The Project Hold Fee is billed on the first of each month and is due upon receipt. Hold fees are non-refundable and do not apply toward the remaining project balance.
5.4 Permanent Project Cancellation
The Client may cancel a held project at any time by providing written notice. Upon cancellation: all Project Hold Fees accrued to date remain due and payable; the original project deposit is forfeited and non-refundable; any completed deliverables remain the property of Impakt Digital until all outstanding balances are paid in full; and Impakt Digital may delete project files, staging environments, and associated assets thirty (30) days following receipt of a cancellation notice.
5.5 Project Restart Fee
When a Client wishes to resume a held project, a Project Restart Fee of $350 is required prior to resuming any work. This fee covers re-onboarding and project audit, rescheduling production capacity, and updating any third-party integrations, plugins, or platform configurations that changed during the hold period. The Restart Fee is due in full before any work resumes. If the project has been on hold for more than six (6) months, Impakt Digital reserves the right to reassess the original project scope and pricing before agreeing to restart.
5.6 No Indefinite Limbo
Impakt Digital does not carry projects in a state of indefinite suspension without compensation. Projects that are inactive for more than twelve (12) consecutive months, regardless of hold fee payment status, may be closed at Impakt Digital's discretion with thirty (30) days written notice. All deposits and hold fees paid are forfeited upon project closure. The Client must initiate a new project agreement to resume work.
6. Intellectual Property
6.1 Client-Owned Assets
Upon receipt of final payment in full, all custom design work, website code, and written content created specifically for the Client under this Agreement become the property of the Client. Impakt Digital retains the right to display completed work in its portfolio.
6.2 Third-Party Assets
Clients are responsible for ensuring they hold appropriate licenses for all images, fonts, stock photography, and other third-party assets provided to or selected by Impakt Digital for use in their project. Impakt Digital is not liable for copyright claims arising from Client-supplied materials.
6.3 Pre-Payment Ownership
Work product created but not yet fully paid for remains the property of Impakt Digital. Transfer of ownership occurs only upon receipt of final payment.
7. Confidentiality
Impakt Digital agrees to keep Client business information, marketing data, and proprietary materials confidential and will not disclose them to third parties without the Client's written consent, except as required by law. The Client agrees to keep the terms of this Agreement and any pricing information confidential.
8. Third-Party Platforms and Ad Spend
Impakt Digital manages campaigns and services on third-party platforms including Google Ads, Meta, and others. The Client acknowledges that campaign performance is subject to platform terms, algorithm changes, and policies outside Impakt Digital's control; that any advertising budget is billed directly to the Client's payment method on file with the respective platform and is separate from and in addition to Impakt Digital management fees; and that Clients are required to maintain admin access to their own ad accounts, with Impakt Digital operating as a manager-level user wherever possible.
9. Website Hosting and Maintenance
If Impakt Digital hosts or manages a Client website: monthly care plans are billed as recurring retainers subject to the payment terms in Section 3; Impakt Digital performs routine backups and updates but does not guarantee against data loss, and Clients are encouraged to maintain independent backups; hosting arrangements require thirty (30) days written notice to terminate, with the Client responsible for arranging their own hosting prior to migration; and Impakt Digital is not responsible for downtime caused by hosting provider outages, DNS issues, or third-party plugin conflicts outside our control.
10. Revisions and Change Orders
Each project phase includes a specified number of revision rounds as defined in the SOW. Revisions beyond the included rounds are billed at $140 per hour in thirty-minute increments. A change order is required in writing before any out-of-scope work begins. Verbal revision requests are not binding on Impakt Digital.
11. Performance and Results
Impakt Digital provides services based on current best practices in digital marketing and web development. We do not guarantee specific search engine rankings, advertising performance outcomes, lead volumes, or revenue results. Marketing performance is influenced by market conditions, competition, seasonality, the Client's own products and services, and factors entirely outside Impakt Digital's control. Any performance projections included in a proposal represent estimates based on available data at the time of writing and are not contractual commitments.
12. Limitation of Liability
Impakt Digital's total liability under this Agreement will not exceed the total fees paid by the Client in the ninety (90) days preceding the claim. In no event will Impakt Digital be liable for indirect, incidental, special, or consequential damages, including lost profits or lost business opportunities, even if advised of the possibility of such damages.
13. Termination
13.1 Termination by Client
The Client may terminate ongoing retainer services with thirty (30) days written notice. Any work completed or in progress at the time of termination is billable at the agreed rate. Deposits are non-refundable. Final deliverables will be released upon receipt of all outstanding balances.
13.2 Termination by Impakt Digital
Impakt Digital reserves the right to terminate this Agreement if the Client fails to pay invoices within thirty (30) days of the due date; engages in abusive, threatening, or harassing communication toward Impakt Digital staff; if continuation would require Impakt Digital to violate applicable law or platform policies; or if the project has been on hold for more than twelve (12) months. Upon termination for cause, all fees paid are forfeited and no further deliverables are owed.
14. Dispute Resolution
In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If unresolved after thirty (30) days, disputes will be submitted to binding arbitration in Oakland County, Michigan, under the rules of the American Arbitration Association. The prevailing party is entitled to recover reasonable attorney fees.
15. Governing Law
This Agreement is governed by the laws of the State of Michigan. Any legal proceedings not resolved by arbitration will be brought exclusively in the courts of Oakland County, Michigan.
16. Entire Agreement
This Agreement, together with the signed proposal or SOW, constitutes the entire agreement between the parties. It supersedes all prior discussions, emails, and verbal agreements. Modifications must be in writing and signed by both parties.
17. Contact Information
Impakt Digital LLC
150 Vester Ave Ste 108
Ferndale, MI 48220
Email: hello@impaktdigital.com