These Terms of Service govern your use of the Down South Systems website and, together with an accepted proposal or service agreement, the services we provide.
1. Introduction
Down South Systems (“Down South Systems,” “we,” “us,” “our,” or the “Company”) may be engaged by a client (“you,” “your,” or the “Client”) to provide services in accordance with these Terms of Service (the “Terms”). Our address is TBD.
If a proposal, statement of work, or other signed service agreement conflicts with these Terms, the signed agreement controls for that conflict.
2. Definitions
Agreement means these Terms and any proposal, statement of work, or service agreement incorporated into them.
Confidential Information means non-public information disclosed by either party, including business strategies, customer information, credentials, technical information, and proprietary methods.
Proposal means an email, document, statement of work, or service agreement issued by Down South Systems that describes the services, fees, timing, and project-specific terms.
Services means the work described in an applicable Proposal.
Service Date means the date we begin providing Services, as confirmed in the Proposal or after any required deposit is received.
3. Services
Down South Systems provides digital strategy, identity and website design, website development, connected customer systems, integrations, maintenance, and related ongoing services for local businesses. The exact scope, deliverables, dependencies, and timing for an engagement will be described in the applicable Proposal.
We may use qualified subcontractors or third-party platforms to perform portions of the Services. We remain responsible for managing our work, but third-party products and platforms remain subject to their own terms, availability, and technical limitations.
4. Client responsibilities
You agree to provide timely cooperation, decisions, access, credentials, approvals, content, and accurate and lawful information reasonably required for us to perform the Services.
You represent that you own or have permission to use all materials you provide to us. You are responsible for reviewing and approving deliverables, business claims, legal disclosures, accessibility requirements, and regulated content before publication.
Project dates may be adjusted when required information, access, feedback, or approvals are delayed. You remain responsible for your business operations and for following up on customer inquiries generated through any website or system we deliver.
5. Fees, payment, and refunds
Fees, deposits, retainers, recurring charges, third-party costs, payment schedules, and any minimum engagement period will be stated in the applicable Proposal. You are responsible for approved third-party expenses such as hosting, domains, software subscriptions, advertising, stock assets, or platform fees unless the Proposal states otherwise.
Payments are non-refundable once the corresponding work has been performed or committed, except as required by law or expressly stated in a Proposal. Overdue amounts may pause work and may be subject to reasonable collection costs or late charges identified in the Proposal.
6. Changes, acceptance, and timing
Requests outside the agreed scope may require a revised estimate, additional fees, or a separate Proposal. Unless a Proposal states otherwise, delivery dates are estimates and depend on timely client participation and third-party availability.
You agree to review deliverables within the review period stated in the Proposal. If no review period is stated, you should report material issues within 10 business days after delivery so we can address them while the project context is active.
7. Termination
The Agreement begins on the Service Date and continues until the Services are completed or the Agreement is terminated.
Either party may terminate for a material breach that remains uncured for 30 days after written notice. We may suspend or terminate Services sooner when payment remains overdue, continued work would be unlawful or unsafe, a third-party platform prevents performance, or the Client engages in fraudulent, abusive, or unethical conduct.
A Client may terminate in accordance with the notice period and minimum engagement stated in the Proposal. Upon termination, the Client remains responsible for fees earned, work performed, non-cancellable commitments, and approved expenses through the effective termination date.
8. Intellectual property
Each party retains ownership of materials it owned before the engagement. Upon full payment, the Client receives the ownership or usage rights to final deliverables expressly stated in the Proposal. Down South Systems retains ownership of its pre-existing tools, reusable code, methods, processes, know-how, and general design or technical components, together with the right to reuse non-confidential learnings.
Third-party fonts, software, media, plugins, platforms, and other materials remain subject to their respective licenses. Unless a Proposal states otherwise, the Client is responsible for maintaining licenses and subscriptions required after delivery.
9. Confidentiality
Each party agrees to use the other party’s Confidential Information only as needed to perform or receive the Services and to protect it using reasonable care. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed, or lawfully received from another source.
A party may disclose Confidential Information when required by law, provided it gives notice when legally permitted.
10. Liability and indemnity
To the fullest extent permitted by law, Down South Systems’ total liability arising from an Agreement will not exceed the fees paid by the Client for the affected Services during the 90 days preceding the event giving rise to the claim.
Down South Systems is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages; loss of revenue, profits, business, goodwill, or data; actions or outages of third-party platforms; or failure to achieve a particular business result outside our reasonable control.
The Client agrees to indemnify and hold Down South Systems and its personnel harmless from third-party claims, losses, and reasonable legal fees arising from materials supplied by the Client, the Client’s unlawful use of the Services, or the Client’s breach of the Agreement.
11. Governing law and general terms
These Terms are governed by applicable laws of the United States of America, without regard to conflict-of-law principles. Any forum or jurisdiction stated in a signed Proposal will control for that engagement.
If a provision is found invalid or unenforceable, it will be limited or reformed only as much as necessary, and the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver. The Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes prior discussions or understandings on that subject.
12. Website terms
The website located at downsouthsystems.com (the “Site”) is owned and operated by Down South Systems. By accessing or using the Site, you agree to these Terms and our Privacy Policy.
The Site and its original text, design, graphics, code, and other materials are owned by Down South Systems or its licensors and are protected by applicable intellectual-property laws. You may use the Site for lawful, personal, or internal business purposes. You may not reproduce, sell, exploit, interfere with, reverse engineer, or misuse the Site or its materials without permission.
The Site may contain links to third-party websites. A link does not imply endorsement, and we do not control or guarantee third-party content, products, services, security, or availability. The Site is provided on an “as is” and “as available” basis to the fullest extent permitted by law.
We may update these Terms by posting a revised version on the Site with a new effective date. Continued use of the Site after an update constitutes acceptance of the revised Terms.
13. Contact us
Questions about these Terms may be sent to:
Down South Systems
Address: TBD
Email: hello@downsouthsystems.com