1. Scope of Services

Elite Web Professionals, LLC (“Elite,” “we,” “us,” “our”) provides: (a) web design and related implementation; (b) Managed SEO services; and (c) AI/marketing services, all as described in an executed proposal, order form, or statement of work (collectively, the “Order”). These Terms govern all such services and supplement any Master Services Agreement, if applicable. In case of conflict, the Order controls for scope and pricing; these Terms control for policies and procedures.

2. Key Definitions

Deliverables: Websites, designs, code, copy, content, creative assets, analytics setups, and similar work products created by Elite.
Off-Page Accounts: Third-party profiles and logins used for SEO (e.g., directories, listings, analytics tools, Google Business Profile), created or managed by Elite during the term.
Content Updates: Page-level edits to copy or media. Design Updates affect site-wide layout/components.

3. Ordering & Acceptance; E-Sign

Acceptance occurs when you sign the Order, click an acceptance box, or continue using services after receiving the Order or a welcome email linking to these Terms. Electronic signatures and records are valid under applicable law (e.g., ESIGN/UETA). We also summarize key terms in our email signature and link these Terms in welcome emails as supplemental notice, but final assent occurs via the Order or explicit acceptance.

4. Payments & Billing

Deposit & Invoices: Unless otherwise stated in the Order, design projects require a 50% deposit before work begins; balance is due at design completion or launch readiness. Managed SEO/AI services are billed monthly in advance.
Net Terms: Invoices are due Net 15 from date of invoice unless otherwise stated in the Order.
Methods: ACH/bank transfer, card, or other methods specified in the invoice. You are responsible for processor/bank fees; the invoiced amount must be received in full.
Taxes: Fees are exclusive of applicable taxes, which you agree to pay.

5. Late/Missed Payments; Suspension; Collections

Reminder & Grace: We may issue a reminder after the due date and allow a short grace period.
Late Charges: Past-due balances may incur (i) a $35 late fee after 15 days past due; and (ii) interest on amounts over 30 days past due at the lesser of 1.5% per month (18% APR) or the maximum rate permitted by law, accruing from the original due date.
Suspension: If an account is over 30 days past due, we may suspend work/services until the account is current.
Collections: Accounts 60–90+ days past due may be referred to collections or legal counsel. You agree to pay reasonable costs of collection (including court costs and attorney’s fees) as permitted by law.

Judicial expectation: clear, advance disclosure of late fees/interest, proportional remedies (suspension), and documented notice are generally viewed as reasonable.

6. Refunds & Credits (12-Month Credit Window)

Non-Refundable Once Work Begins. Because we incur significant up-front costs, payments are non-refundable once work commences. At our discretion, unused prepaid amounts may be credited toward future services; any such credits expire 12 months from issuance.

Judicial expectation: non-refund policies tied to actual costs and accompanied by reasonable credit options are more likely to be upheld than absolute “no refunds” with no alternatives.

7. Minimum Term, Cancellation & Early Termination

7.1 Managed SEO (12-Month Minimum)

No Cancellation First 6 Months: You may not cancel Managed SEO during the initial six (6) months of the 12-month minimum term.
90-Day Written Notice Thereafter: After month 6, you may terminate by providing 90 days’ written notice. You remain responsible for fees through the end of the notice period.
Termination Exactly at Month 6: If you elect to terminate at the six-month mark, you shall pay an early-termination amount equal to 50% of the fees remaining under the 12-month term (i.e., the equivalent of three months of fees).
Post-Term: After the 12-month minimum, the service continues month-to-month unless either party gives 30 days’ written notice.

7.2 Fully Managed Marketing (Design & SEO) (12-Month Minimum)

The same 12-month minimum, no-cancellation first 6 months, and 90-day notice rules apply to Fully Managed Marketing packages.

Reasonableness statement: these commitments reflect heavy upfront work with benefits that continue for months. Courts typically uphold minimum terms and proportionate early-termination amounts where terms are conspicuous and tied to actual costs/benefits.

8. Managed SEO: Off-Page Accounts & Control

During the term, Elite controls Off-Page Accounts it creates or manages on your behalf.
Upon completion of the minimum term and payment of all amounts due, Elite will transfer control of Off-Page Accounts created for you, subject to the third-party platform’s rules.
Backlinks placed on third-party sites are not “owned” by either party and may be modified/removed by third parties. Elite will not remove links post-term unless required by a third party or platform policy.

9. Intellectual Property & Deliverable Ownership

Your Content (materials you supply) remains yours; you grant Elite a license to use it to perform the services.
Elite Background IP (tools, templates, methods, code libraries, processes) remains Elite’s; Elite grants you a limited license to use Background IP embedded within Deliverables as necessary to use the Deliverables.
Transfer Upon Full Payment: Final Deliverables transfer to you only upon receipt of full payment. Until then, Deliverables are provided for review only and may not be used, published, or distributed.

10. Approvals, Proofing & Launch

You are responsible for reviewing and approving mockups, content, and pre-launch versions. If you approve or instruct launch, you accept responsibility for post-launch issues arising from items present at approval.
Elite will correct errors brought to its attention; material changes beyond scope may be billed.

11. Chargebacks & Reversals

You agree not to initiate a chargeback without first notifying Elite in writing and allowing a good-faith opportunity to resolve the issue.
Elite will dispute unjustified chargebacks with evidence (Order, acceptance, delivery records). Initiating an unwarranted chargeback is a material breach and may result in immediate suspension/termination.
Until the dispute is resolved and amounts due are paid, you have no rights to use the Deliverables. You are responsible for processor dispute fees and any re-processing fees if the chargeback is reversed.

Judicial expectation: a documented, fair pre-chargeback process and clear ownership-upon-payment terms reduce abuse and align with standard commercial practice.

12. Dispute Resolution; Governing Law

Good-Faith Discussion: Upon a dispute, the parties shall confer in good faith within 10 business days to attempt resolution.
Mediation (Optional): If unresolved, either party may propose non-binding mediation with a mutually agreed mediator in DeKalb County, Georgia; costs shared equally unless otherwise agreed.
Small Claims / Court: Either party may pursue claims in small claims court where appropriate. Otherwise, the parties agree to the exclusive jurisdiction of the state and federal courts located in DeKalb County, Georgia, and waive objections to venue and forum non conveniens.
Fees: The prevailing party in any action may recover reasonable attorney’s fees and costs, where permitted by law.

13. Confidentiality & Privacy

Each party agrees to keep the other’s non-public information confidential and to use it only to perform obligations under the Order. Each party will comply with applicable privacy laws regarding any personal data processed.

14. Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., natural disasters, acts of government, widespread outages). The affected party will notify the other and resume performance when feasible.

15. Changes to These Terms

Elite may update these Terms for new legal, operational, or security reasons. Material changes for existing customers will be communicated (e.g., email notice or within the client portal) and will not retroactively alter signed Orders unless mutually agreed.

16. Miscellaneous

Severability: If any provision is unenforceable, the remainder remains in effect.
Assignment: You may not assign the Order without Elite’s written consent. Elite may assign to an affiliate or in connection with a merger, acquisition, or asset sale.
Entire Agreement: The Order plus these Terms constitute the entire agreement and supersede prior proposals or discussions regarding the covered services.
No Waiver: Failure to enforce any provision is not a waiver of that provision.
Headings: Headings are for convenience only.

17. Transparency & Public Posting Note

We publish these Terms to set clear expectations and protect both parties. For competitive reasons, we do not publish sensitive operational details (e.g., internal vendor rates, private escalation playbooks). Your specific Order may contain additional commercial details and is provided privately for signature.