By ONTOP Terms and Conditions

1. Application and individual agreements

Each engagement is subject to its agreed scope, pricing, payment schedule, deliverables, and other specific conditions. Those conditions may appear in a signed service agreement, an accepted proposal, or another legally enforceable agreement (the “Project Agreement”). If an expressly agreed project-specific condition conflicts with these general Terms, that project-specific condition controls to the extent of the conflict, subject to applicable law.

Our standard process requires a signed agreement. Earlier engagements established through email, telephone discussions, or other communications remain subject to the terms actually agreed, to the extent legally enforceable. The absence of a formally signed agreement does not by itself eliminate an existing payment or performance obligation.

These Terms apply to an engagement when they have been presented to and accepted by the Client or validly incorporated into the Project Agreement. Merely visiting this website does not create a service engagement or establish acceptance of the service-related arbitration provision. Publication of these Terms does not retroactively change an existing agreement without the required agreement of the parties.

2. Services and scope

Our services may include business consulting, branding, website design and development, ecommerce, advertising management, search engine optimization, social media, content production, UGC collaborations, hosting, website maintenance, IT support, and recruitment support. The inclusion of a service in this list does not mean it is included in every engagement.

Only the services and deliverables agreed for the particular engagement are included. Revision rounds, schedules, technical requirements, and approval procedures are established for each project. Additional services, new functionality, and other work outside the agreed scope require a separate quotation and Client approval before that additional work proceeds.

3. Client participation and timelines

Clients are responsible for providing the materials, information, access, decisions, and feedback needed for the agreed work. Required deliverables and approvals are discussed during the project.

By ONTOP is not responsible for delays to the extent caused by late, incomplete, or inaccurate Client materials, unavailable access, delayed approvals, or a lack of response. These circumstances may require work to be paused and delivery dates to be adjusted. A lack of response alone does not authorize suspension of an otherwise paid website or hosting service; it may prevent pending work from proceeding.

Clients should identify any restrictions on the use of supplied materials and ensure they have the necessary rights and permissions for their intended use in the project.

4. Fees, deposits, and payment schedules

Fees and due dates are established in the Project Agreement. Some services require full advance payment. For many projects, the standard arrangement is a 50% deposit to reserve and begin the work, with the remaining balance due at project completion. The particular Project Agreement determines the arrangement that applies.

Deposits support project intake, information gathering, communications, research, and the reservation of working time. Client cancellation and the treatment of deposits are addressed in Section 7.

Advertising spend, plugins, licenses, subscriptions, and other third-party costs are the Client’s responsibility unless specifically included or otherwise agreed. Additional third-party expenditure on the Client’s behalf must be authorized. This provision does not authorize charges beyond the agreed scope or budget.

5. Recurring services, minimum terms, and renewal

Our standard minimum commitment for recurring subscription services is six months, unless the Project Agreement provides otherwise. Some arrangements have a twelve-month commitment. The applicable term, billing cycle, service fee, and subscription discount must be identified in the Project Agreement.

Fixed-term arrangements do not renew automatically. Renewal requires agreement between the parties. An installment billing cycle within an existing agreed term is not a new renewal.

Clients must communicate cancellation before the next billing cycle begins. A month’s advance notice is appreciated but is not a separate mandatory thirty-day notice requirement. Notice alone does not remove an agreed minimum commitment or the discount adjustment described below.

6. Early cancellation of discounted subscriptions

Subscription pricing may include a discount of between 20% and 30% in exchange for a six- or twelve-month commitment. The exact discount and corresponding undiscounted price must be disclosed and agreed when the subscription begins. The percentage is not selected or changed retroactively at cancellation.

If the Client ends the subscription before completing the agreed term, the Client must repay only the subscription discount actually applied to months of service already provided. This adjustment does not charge for future, unprovided months.

The adjustment is calculated as the difference between the agreed undiscounted price and the discounted subscription price for each month already provided. It is not calculated by applying the discount percentage to the already-discounted amount. Any discount recovery must avoid duplicate recovery of the same amount under another cancellation charge.

For example, if the agreed regular monthly fee is $1,000 and the subscription discount is 25%, the subscription fee is $750. Cancellation after two completed months produces a discount adjustment of $500: ($1,000 minus $750) multiplied by two. No fee for future months is included in that calculation.

7. Cancellation and refunds

Cancellation by the Client — deposit-based projects. If the Client cancels a project funded through a deposit, By ONTOP retains the deposit for the intake, research, communications, and working time allocated to the engagement. Under this general cancellation policy, By ONTOP does not add further cancellation charges for work exceeding the deposit or for authorized third-party expenses. The distinct recovery of discounts for recurring subscriptions is governed by Section 6. Applicable non-waivable refund rights remain unaffected.

Cancellation by the Client — fully prepaid projects. For a project paid in full in advance, any refund is calculated according to the amount of work completed at cancellation and the agreed scope and price. The entire prepayment is not automatically treated as a forfeited deposit merely because it was paid in advance.

Cancellation by By ONTOP. If By ONTOP cancels for reasons other than the Client’s breach, we refund amounts paid for services that have not been provided. Amounts attributable to completed services are not included in that refund.

Termination for Client breach. If By ONTOP terminates because the Client has breached the agreement, payments are non-refundable and the Client forfeits the deposit, to the extent permitted by applicable law and the governing Project Agreement. This provision does not authorize a forfeiture prohibited by law or eliminate a refund that the law requires.

Cancellation notices should be sent to [email protected] or the contact expressly designated in the Project Agreement. Project-specific procedures and any legally required notice or opportunity to cure remain applicable.

8. Late payment, suspension, and reactivation

If payment is not received by its due date, By ONTOP may begin pausing services on the following day. Email notice is provided before suspension. Depending on the unpaid service, suspension may affect hosting, website availability, maintenance, pending work, or active campaign management.

Reactivation after payment does not carry a By ONTOP reactivation fee. Restoration remains subject to technical availability and any steps required by the relevant platform. This provision does not promise instantaneous restoration or authorize an undisclosed third-party charge.

No standard late-interest rate, annual price increase, or card surcharge is established by these Terms. Any separate financial condition must be specifically agreed and lawful.

9. Delivery, accounts, and intellectual property

By ONTOP makes agreed deliverables available through email or a shared folder, such as Google Drive, to facilitate downloading. Clients should download and retain their own copies.

Domains and Client accounts are registered in the Client’s name. Subscriptions funded and maintained by By ONTOP may be held in By ONTOP’s name. Those subscriptions and licenses may not be transferable, and the Client must obtain its own replacements when leaving the applicable service.

Clients retain ownership of their existing materials and accounts. By ONTOP prioritizes requests for Client credentials, Client information, and project files. Delivery of By ONTOP’s completed original work is subject to the applicable payment and delivery conditions; ownership of the Client’s pre-existing materials is not transferred to By ONTOP by those conditions.

Once the agreed fees have been paid, the Client may use the final deliverables for the purposes agreed for the project. Upon the Client’s request, By ONTOP will execute a written assignment of the rights it owns in the final original deliverables created specifically for that Client.

By ONTOP retains its pre-existing and independently developed tools, reusable templates, methods, and materials. Third-party software, plugins, fonts, stock assets, and other licensed materials remain subject to their applicable licenses. These Terms do not transfer rights that By ONTOP does not own. Any embedded By ONTOP materials must be covered by usage rights sufficient for the agreed use of the final deliverable, as addressed in the Project Agreement.

10. Hosting transfers and departure

Clients may remain with By ONTOP’s hosting services under the agreed terms or move to an independent hosting provider. By ONTOP includes assistance with that migration without an additional By ONTOP migration fee and provides the relevant Client credentials and information.

The Client is responsible for the replacement hosting, subscriptions, and licenses it must purchase. Assistance with migration does not include purchasing those services for the Client or adding new website functionality.

Client personal information and project materials may be deleted earlier and are retained for no more than one month after the relationship ends, except where applicable law or contractual obligations require otherwise. This is a maximum retention period, not a guaranteed storage period. Clients should request needed copies and arrange transfers before the relationship ends. This provision does not override legal preservation duties or statutory privacy rights.

11. Thirty days of included website support

Website projects include thirty days of complimentary premium maintenance and support beginning on delivery to the Client. This includes corrections, troubleshooting, questions and support, plugin updates, speed checks, cache review, and SEO review within the scope of the delivered website.

Design changes already discussed and included in the agreed scope before delivery do not carry an additional charge. New functionality is quoted separately.

Problems involving third-party tools or Client changes are assessed according to their cause and the agreed scope. Correcting a problem in the delivered work is distinguished from adding an uncontracted feature or repairing changes introduced by the Client or another provider. Any work outside the included support is separately quoted for approval.

Continued maintenance after the included thirty-day period requires a separate agreement. Included SEO review is not a promise of search rankings or traffic results.

12. Professional performance and results

By ONTOP provides the agreed processes, services, and deliverables professionally. We do not guarantee a particular number of sales, leads, applications, hires, visitors, search rankings, advertising conversions, or other numerical business outcomes.

Estimates, projections, and general descriptions of potential reach or success are intended to inform expectations, not to guarantee future performance. Results depend on factors that may include the Client’s business, market conditions, budgets, audience behavior, platform decisions, and implementation choices.

This provision does not excuse failure to perform the services expressly agreed or override any non-waivable legal obligation.

13. Recruitment support

Recruitment services may include posting vacancies, sourcing candidates, screening résumés, interviewing candidates, and providing relevant candidate information so the Client can arrange further interviews.

The Client makes the final hiring decision. By ONTOP does not guarantee a successful hire, a candidate’s continued employment or performance, or a replacement candidate. Additional hiring services are included only where expressly agreed.

14. Confidentiality, service providers, and portfolio

By ONTOP treats non-public Client business information as confidential. We do not publish Client financial information or non-public business metrics as portfolio content.

We may engage employees, freelancers, contractors, and other providers to perform the agreed services. By ONTOP manages their selection and work and uses confidentiality agreements and contractual protections when engaging third parties. Individual Client approval of each provider is not required under these general Terms, unless a specific agreement or applicable law requires otherwise. By ONTOP remains responsible for its contractual commitments.

By accepting these Terms for an engagement, the Client permits By ONTOP to display final work and visual outcomes of its services in its portfolio and promotional materials, unless the Client opts out. This permission may include identifying elements visible in the work, such as a logo or website design; it does not authorize disclosure of confidential information or unpublished financial or business metrics. No separate approval is requested for each use within this permission.

Clients may opt out by contacting [email protected]. Any project-specific confidentiality or publicity restriction takes precedence. General descriptions of outcomes or potential reach must not be presented as guarantees of future results.

Personal information is also addressed in our Privacy Notice. Portfolio permission does not override third-party rights or necessary permissions for personal information and images.

15. Limitation of liability

To the extent permitted by applicable law, By ONTOP’s aggregate monetary liability for claims arising from an affected project or service engagement is limited to the total service fees actually paid to By ONTOP for that project or engagement. This is a combined limit for the affected engagement, not a separate limit for each claim. Budgets and amounts paid through By ONTOP solely for third-party services are not service fees for this purpose.

For recurring services, the affected service engagement is the particular subscription or service arrangement giving rise to the claim; this provision does not establish a separate six-month or twelve-month lookback period.

This limitation does not excuse the refunds expressly promised in these Terms, limit liability for fraud or intentional misconduct, or restrict any liability or remedy that applicable law does not permit the parties to limit. It does not eliminate the Client’s obligation to pay amounts properly due. No statement in these Terms prevents a court or arbitrator from determining the provision’s enforceability.

16. Governing law, arbitration, and unpaid invoices

Florida law governs these Terms and the service relationship, subject to applicable federal law and other mandatory laws that cannot validly be excluded. The Federal Arbitration Act governs the arbitration agreement where applicable; otherwise, applicable Florida arbitration law governs.

Except for the exceptions below, disputes arising out of or relating to an engagement subject to these Terms, the services, or the parties’ agreement will be resolved through binding arbitration rather than a court trial. This obligation applies to both By ONTOP and the Client.

Unpaid-invoice exception. By ONTOP may bring an action to recover unpaid invoices in the state courts of competent jurisdiction in Broward County, Florida, or, where federal jurisdiction exists, the United States District Court for the Southern District of Florida serving Broward County. By ONTOP’s option to bring an invoice collection action does not create an unrestricted right to litigate every type of claim against the Client.

Other preserved court access. Either party may seek court assistance permitted by applicable arbitration law, including appointment of an arbitrator, provisional relief, enforcement of an arbitration agreement, and confirmation or review of an award. Nothing in this provision excludes qualifying small-claims proceedings where access must be preserved by applicable law or the governing arbitration rules, or claims that cannot lawfully be subjected to compulsory arbitration.

Any administrator, rules, location, and agreed method of appointing an arbitrator will be identified in the Project Agreement or a separate written arbitration agreement. No particular arbitration provider is designated by these Terms. Where no appointment method has been agreed or the method fails, applicable law governs court appointment of an arbitrator. Arbitration costs and attorney-fee awards remain subject to applicable law and any validly agreed arbitration rules; these Terms do not automatically require the Client to pay all costs or By ONTOP’s attorney fees.

The arbitration provision applies only where validly accepted. It is not imposed retroactively on earlier engagements simply by publishing these Terms. Required consumer protections and mandatory venue rules remain applicable.

17. Updates and contact

By ONTOP may publish updated Terms with a revised date. Updates do not automatically amend a previously agreed engagement; changes to an existing agreement require the agreement or other legally valid process applicable to that relationship.

If a provision is held unenforceable, the remaining provisions continue to apply to the extent permitted by law, subject to any applicable rules governing severability of an arbitration agreement.

Questions, cancellation notices, portfolio opt-outs, and requests for Client materials may be sent to: