Agreement to These Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and ACB Investment LLC, operating as ACB Digital ("ACB Digital," "we," "us," or "our"). By engaging our services — whether through a signed proposal, a statement of work, a purchase order, verbal agreement, or by making any payment — you acknowledge that you have read, understood, and agree to be bound by these Terms.
These Terms apply to all web design, web development, e-commerce, automation, search engine optimisation, and related digital services provided by ACB Digital. If you do not agree with any part of these Terms, please do not engage our services.
We reserve the right to update these Terms at any time. Material changes will be communicated to active clients via email. Continued engagement after notice of changes constitutes acceptance of the revised Terms.
Scope of Services
ACB Digital provides web and automation services to small businesses and organisations, including but not limited to:
- Website design & development — new builds, redesigns, landing pages, and template customisation.
- Website fixes & maintenance — bug fixes, performance improvements, security updates, and ongoing care plans.
- E-commerce solutions — online store setup, product configuration, payment gateway integration, and checkout optimisation.
- Workflow automation — integration of third-party tools, automated email sequences, CRM connections, and process automation using platforms such as Zapier, Make, or custom scripts.
- Search engine optimisation (SEO) — on-page optimisation, technical SEO audits, content strategy guidance, and local SEO setup.
- Consulting & strategy — digital strategy sessions, audits, and recommendations.
The specific deliverables, timelines, and fees for each engagement are defined in a separate Proposal or Statement of Work (SOW) agreed upon in writing before work commences. In the event of any conflict between these Terms and a signed Proposal or SOW, the Proposal or SOW shall take precedence for that specific engagement.
Services not explicitly listed in the agreed Proposal or SOW are outside the scope of the engagement and may be subject to additional fees.
Estimates & Timelines
All cost estimates and project timelines provided by ACB Digital are good-faith projections based on the information available at the time of scoping. Estimates are not guarantees.
Actual costs and delivery dates may vary due to factors including, but not limited to:
- Changes to project scope requested by the Client after work has commenced.
- Delays in receiving content, assets, feedback, or approvals from the Client.
- Unforeseen technical complexity discovered during development.
- Third-party platform limitations, outages, or API changes beyond our control.
- Force majeure events.
Where a delay is caused by the Client — including failure to provide required materials or approvals within agreed timeframes — ACB Digital reserves the right to adjust the project timeline accordingly and, where applicable, to invoice for time already spent.
Our commitment: We will communicate proactively if we anticipate a meaningful deviation from an agreed estimate or timeline. We will never surprise you with a significantly larger invoice without prior written discussion and your approval.
Project Scope & Change Handling
We understand that projects evolve. If you wish to add features, pages, integrations, or other work not included in the original Proposal or SOW, please submit a change request in writing (email is sufficient).
Upon receiving a change request, we will:
- Assess the impact on timeline and cost.
- Provide a written change order detailing the additional scope, estimated hours or fixed fee, and any timeline adjustment.
- Proceed only after you have approved the change order in writing.
Approved change orders become part of the project agreement and are subject to these Terms. Work on the original scope will continue in parallel where possible, unless the change fundamentally alters the project direction.
Minor clarifications or small adjustments that fall within the spirit of the original scope will be handled at our discretion without a formal change order. We will always flag anything we consider a material scope addition before proceeding.
Payment Terms
Payment terms for each engagement are specified in the relevant Proposal or SOW. Unless otherwise agreed in writing, the following general terms apply:
- Deposit: A non-refundable deposit of 50% of the total project fee is due before work commences. This deposit secures your place in our schedule and covers initial discovery, planning, and design work.
- Final payment: The remaining balance is due upon project completion, prior to the final handover of files, credentials, or launch of the deliverable.
- Retainers & ongoing services: Monthly retainers and ongoing service fees are invoiced in advance at the start of each billing period and are due within 14 days of the invoice date.
- Hourly work: Where services are billed hourly, invoices are issued weekly or upon project completion and are due within 14 days.
- Late payments: Invoices not paid within 14 days of the due date may incur a late fee of 1.5% per month on the outstanding balance. ACB Digital reserves the right to pause or suspend work on any project where payment is overdue.
- Accepted payment methods: Bank transfer (ACH/wire), major credit and debit cards, and other methods specified on the invoice. All fees are in US Dollars unless otherwise stated.
All fees are exclusive of applicable taxes. Where required by law, taxes will be added to invoices and are the Client's responsibility.
Refunds: The initial deposit is non-refundable. If a project is cancelled by the Client after work has commenced, the Client is responsible for payment of all work completed to the date of cancellation, calculated at our standard hourly rate where a fixed fee was agreed. Any overpayment beyond work completed will be refunded within 30 days.
Intellectual Property
Upon receipt of full payment for a project, ACB Digital assigns to the Client all rights, title, and interest in the custom deliverables created specifically for that project, including custom design files, custom code, and written content produced by ACB Digital for the Client.
The following are not included in this assignment and remain the property of ACB Digital or their respective owners:
- Third-party themes, plugins, frameworks, libraries, or software used under their own licences (e.g., WordPress, Shopify, React, Bootstrap). The Client receives only the licence rights granted by those third parties.
- Stock photography, stock illustrations, or stock video licensed for the project. The Client must maintain their own licence for continued use.
- ACB Digital's proprietary tools, templates, processes, methodologies, and pre-existing code libraries used as a foundation for the project.
- Any deliverable for which full payment has not been received.
ACB Digital retains the right to display completed work in our portfolio, case studies, and marketing materials unless the Client requests confidentiality in writing prior to project commencement.
The Client warrants that all content, images, logos, and materials provided to ACB Digital for use in the project are owned by the Client or that the Client has the necessary rights and licences to use them. The Client indemnifies ACB Digital against any claims arising from the use of Client-supplied materials.
Warranty Disclaimer
ACB Digital takes pride in the quality of our work and will correct any defects in our deliverables that are reported within 30 days of project handover, at no additional charge, provided the defect arises from our own work and the deliverable has not been modified by the Client or a third party.
Beyond this limited correction period, and to the fullest extent permitted by applicable law:
ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. ACB Digital expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.
We do not warrant that deliverables will be error-free, uninterrupted, or free from security vulnerabilities after handover. We do not warrant that third-party platforms, plugins, or services integrated into your project will continue to function as expected, as these are outside our control.
The Client is responsible for maintaining backups of their website and data. ACB Digital strongly recommends implementing a regular backup schedule and keeping all software, plugins, and themes up to date after project handover.
Limitation of Liability
To the fullest extent permitted by applicable law, ACB Digital's total cumulative liability to the Client for any claims arising out of or related to these Terms or any engagement — whether in contract, tort (including negligence), or otherwise — shall not exceed the total fees paid by the Client to ACB Digital in the three (3) months immediately preceding the event giving rise to the claim.
IN NO EVENT SHALL ACB DIGITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, loss of goodwill, or business interruption, even if ACB Digital has been advised of the possibility of such damages.
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.
The Client agrees that the limitations of liability set forth in these Terms reflect a reasonable and fair allocation of risk and are an essential element of the basis of the bargain between the parties.
No Guarantee of Specific Results
ACB Digital applies industry best practices and genuine expertise to every engagement. However, we make no guarantee of specific outcomes, including but not limited to:
- Search engine rankings: We cannot guarantee that your website will achieve or maintain any particular position in Google, Bing, or any other search engine's results pages. Search rankings are determined by complex, frequently changing algorithms operated by third parties entirely outside our control.
- Organic traffic levels: We cannot guarantee a specific volume of visitors, impressions, or clicks from organic search or any other channel.
- Revenue or sales: We cannot guarantee that our work will generate a specific amount of revenue, leads, conversions, or return on investment. Business outcomes depend on many factors beyond the scope of our services, including your product, pricing, market conditions, and customer service.
- Advertising performance: Where we assist with paid advertising setup or strategy, we cannot guarantee specific cost-per-click, conversion rates, or return on ad spend.
Be cautious of any agency that guarantees specific search rankings or revenue results. Such guarantees are not credible and may indicate the use of techniques that violate search engine guidelines and could result in penalties for your website.
We will always be transparent about what we can and cannot influence, set realistic expectations during scoping, and report honestly on progress throughout an engagement.
Governing Law & Dispute Resolution
These Terms and any disputes arising out of or related to them or any engagement with ACB Digital shall be governed by and construed in accordance with the laws of the United States and the state in which ACB Investment LLC is registered, without regard to its conflict of law provisions.
Before initiating any formal legal proceedings, both parties agree to attempt to resolve any dispute in good faith through direct negotiation. Either party may initiate this process by sending written notice of the dispute to the other party. The parties will have 30 days from the date of such notice to attempt to resolve the dispute informally.
If the dispute cannot be resolved through negotiation, the parties agree to submit to binding arbitration in accordance with the rules of the American Arbitration Association (AAA), with proceedings conducted in English. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.
Contact Us
If you have any questions about these Terms of Service, wish to discuss a project, or need to raise a concern, please reach out to us. We're a small, responsive team and we take every message seriously.
We aim to respond to all enquiries within one business day.
For legal notices, please send correspondence to hello@acbdigital.com with the subject line "Legal Notice."