TERMS AND CONDITIONS
Effective Date: 11/01/2025
Last Updated: 11/01/2025
1. ACCEPTANCE OF TERMS
By engaging our services, accessing our systems, or making payment for any services, you ("Client," "you," or "your") agree to be bound by these Terms and Conditions ("Terms"). These Terms constitute a legally binding agreement between you and SBM & Web Design LLC ("Company," "we," "us," or "our"). If you do not agree to these Terms, do not use our services.
2. SERVICES OFFERED
2.1 Available Services
We offer various digital marketing and creative services, which may include but are not limited to:
Website design and development
Web hosting and domain management
Photography and videography services
Digital menu design and creation
Social media management and posting
Facebook and Instagram advertising campaigns
Google Ads campaign management
Email marketing and automation
SMS marketing services
CRM and lead management systems
SEO and content marketing
Brand identity and graphic design
Call tracking and analytics dashboards
AI-powered tools and automations
2.2 Service Selection
Services are provided based on your specific selection and agreement. The scope of services, deliverables, and pricing will be communicated through quotes, invoices, or service orders. Additional services may be added at any time subject to additional fees.
2.3 Service Delivery
We reserve the right to modify our service delivery methods, tools, and platforms as needed to maintain or improve service quality. We will make reasonable efforts to notify you of significant changes that may affect your services.
3. PAYMENT TERMS
3.1 Fees and Charges
Setup Fees: One-time setup fees may apply to certain services and are due before service commencement
Monthly/Recurring Fees: Ongoing services are billed monthly in advance
Project-Based Fees: One-time projects are invoiced according to agreed milestones or upon completion
Usage-Based Fees: Services like SMS, calls, emails, and automations may be charged on a usage basis through prepaid credits
3.2 Payment Methods
Payment is due upon receipt of invoice unless otherwise specified
We accept payment via credit card, ACH, or other approved methods
A valid payment method must be kept on file for recurring services
Automatic billing will be processed for recurring services
3.3 Non-Refundable Policy
All payments are non-refundable once services have commenced. This includes:
Setup fees
Monthly service fees
Prepaid credits or usage balances
Project deposits
Unused service time upon cancellation
3.4 Late Payments
Services may be suspended for accounts more than 7 days past due
A late fee of 1.5% per month (or the maximum allowed by law) may be applied to overdue balances
We reserve the right to terminate services for accounts more than 30 days past due
3.5 Third-Party Costs
Client is responsible for all third-party costs including but not limited to:
Advertising spend budgets
Domain registration and renewal fees
Stock photography or media licenses
Third-party software subscriptions
Platform fees for external services
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Company Property
Unless explicitly transferred in writing, we retain all rights, title, and interest in:
Website code, templates, and frameworks
Marketing systems and methodologies
Custom software and automations
Design templates and graphics created for multiple use
Proprietary processes and strategies
Training materials and documentation
4.2 Client Property
You retain ownership of:
Your business name, logos, and existing brand materials
Content you provide to us (text, images, videos)
Customer and lead data (subject to Section 4.3)
Industry-specific content created exclusively for you
4.3 Data Ownership and Access
Customer and lead data is jointly owned during active service
You may export your data while services are active
We may retain data for legal and backup purposes
Upon termination, access to systems containing data may be removed
4.4 License Grants
You grant us a perpetual, worldwide license to use your materials (including logos, brand materials, project outcomes, and work samples) for both performing services and for our promotional and marketing purposes
This includes the right to display your logo, business name, and examples of our work for you in our portfolio, website, social media, advertisements, case studies, and other marketing materials
We grant you a license to use deliverables for your business purposes
You may not resell or redistribute our proprietary systems, templates, or materials
You may opt out of promotional use by providing written notice, though materials already in circulation may remain
5. WEB HOSTING AND WEBSITE SERVICES
5.1 Website Ownership
Websites are built on our proprietary platform/infrastructure and cannot be transferred to other hosting providers
Similar to services like Wix or Squarespace, your website only functions while you maintain active hosting with us
You have the right to use the website only while services are active and paid
Upon cancellation or non-payment, you lose all access to the website and it goes offline
While content you provide (text, images) remains yours, the website structure, code, and platform are inseparable from our services
Websites cannot be exported, downloaded, or migrated to other platforms due to proprietary dependencies
You are essentially leasing access to the website, not purchasing a transferable product
5.2 Post-Cancellation Website Options
Upon cancellation of services:
Grace Period: Website remains live for 30 days to allow for data export
After Grace Period: Website goes permanently offline
Reactivation: May be possible within 90 days by resuming services and paying a reactivation fee
Annual Hosting Option: If available, continue hosting-only service for $600/year plus domain fees (limited functionality, no updates or support)
No Migration: Websites cannot be transferred to other hosting providers due to platform dependencies
5.3 Integrated Features
The following features require active monthly services:
Contact forms and lead capture
Booking calendars and scheduling
E-commerce functionality
CRM integrations
Email/SMS automation
Analytics and tracking tools
Chat widgets and AI assistants
Payment processing systems
6. SOCIAL MEDIA AND ADVERTISING SERVICES
6.1 Account Access
We require administrative access to perform services
You retain ownership of all social media accounts
We will not change passwords without your consent
Access should be revoked upon service termination
6.2 Content Creation and Posting
Content will be created based on agreed frequency
You must provide necessary materials by agreed deadlines
We reserve the right to refuse to post inappropriate content
Posted content may be used in our portfolio unless you opt out
6.3 Advertising Management
Ad budgets may be handled in one of two ways:
Paid directly by you to the platforms
Paid through us as a bundled service (includes our management fee)
When ads are paid through us:
Our quoted price includes both ad spend and management fees
We determine the allocation between ad spend and our fees at our discretion
Payment processing fees and platform fees are deducted before ad spend
We are not obligated to disclose the exact breakdown between fees and ad spend
We create and launch ad content at our discretion without requiring your prior approval
We optimize campaigns but cannot guarantee specific results
Performance reports will be provided as agreed
You grant us full authority to create, modify, pause, or stop campaigns as we deem necessary for optimization
7. PHOTOGRAPHY AND CREATIVE SERVICES
7.1 Scheduling and Cancellation
Sessions must be scheduled in advance
Cancellations require 48-hour notice
No-shows forfeit session fees
Rescheduling is subject to availability
7.2 Usage Rights
You receive full usage rights for your business purposes
We retain rights to use images for portfolio/promotion
Model releases are your responsibility
Raw files are not included unless specifically agreed
7.3 Delivery
Edited files delivered within agreed timeframe
Revisions limited to scope in agreement
Additional editing subject to extra fees
Files delivered via digital download
8. SERVICE LEVEL AND PERFORMANCE
8.1 No Guarantees
We do not guarantee:
Specific ranking or traffic results
Sales or conversion rates
Social media engagement levels
Third-party platform availability
Specific business outcomes
8.2 Best Efforts
We will use commercially reasonable efforts to:
Deliver services professionally
Meet agreed deadlines
Maintain service availability
Respond to support requests
Keep services up to date
8.3 Force Majeure
We are not liable for delays or failures due to circumstances beyond our control, including natural disasters, pandemics, war, terrorism, labor disputes, or technology failures.
9. CLIENT RESPONSIBILITIES
You agree to:
Provide accurate and complete information
Respond to requests for materials/approvals promptly
Maintain necessary licenses and permits for your business
Ensure content provided doesn't infringe on third-party rights
Keep payment information current
Comply with all applicable laws and platform policies
Not use services for illegal or harmful purposes
Maintain confidentiality of login credentials
10. CONFIDENTIALITY
10.1 Confidential Information
Both parties agree to maintain confidentiality of:
Proprietary business information
Customer lists and data
Pricing and financial information
Trade secrets and strategies
Technical processes and systems
10.2 Exceptions
Confidentiality obligations do not apply to information that:
Is publicly available
Was known prior to disclosure
Is independently developed
Must be disclosed by law
11. TERMINATION AND CANCELLATION
11.1 Termination by Client
Monthly services: 30 days written notice required
Annual services: Non-refundable for the contracted period
Project services: Subject to kill fee or completion percentage
11.2 Termination by Company
We may terminate services immediately for:
Non-payment
Violation of these Terms
Illegal or unethical use of services
Abusive behavior toward staff
Misrepresentation of your business
Any other reason or no reason at all, at our sole discretion
We reserve the absolute right to refuse service to anyone and may terminate this agreement at any time for any reason, including but not limited to our business needs, strategic changes, or if we determine the relationship is not a good fit. In cases of discretionary termination not related to breach, we will provide notice when practical.
11.3 Effect of Termination
Upon termination:
Access to platforms and tools is revoked
Recurring billing stops at end of billing cycle
Client data available for export for 30 days
No refunds for partial periods or unused services
Outstanding balances become immediately due
12. LIMITATION OF LIABILITY
12.1 Damages Cap
Our total liability for any claims shall not exceed the total fees paid by you in the 12 months preceding the claim.
12.2 Excluded Damages
We are not liable for:
Indirect, incidental, or consequential damages
Lost profits or revenue
Loss of data or business interruption
Third-party claims
Punitive or exemplary damages
12.3 Essential Purpose
These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages.
13. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless the Company and its employees, contractors, and affiliates from any claims, damages, losses, and expenses (including legal fees) arising from:
Your use of services
Your content or materials
Violation of these Terms
Violation of laws or third-party rights
Disputes with your customers
Your products or services
14. DISPUTE RESOLUTION
14.1 Informal Resolution
We will first attempt to resolve disputes informally through good-faith negotiations.
14.2 Mediation and Arbitration
If informal resolution fails:
Disputes will be submitted to mediation
If mediation fails, binding arbitration follows
Arbitration governed by AAA Commercial Rules
Arbitration held in Hillsborough County, Florida, USA.
14.3 Class Action Waiver
You waive any right to bring claims as a class or collective action.
14.4 Legal Fees
In the event we must take action to enforce these Terms or collect amounts owed, you agree to pay all our costs including reasonable attorneys' fees, court costs, and collection expenses. This applies whether the action is formal legal proceedings or informal collection efforts. You are responsible for your own legal costs in any disputes, regardless of outcome.
15. GENERAL PROVISIONS
15.1 Entire Agreement
These Terms constitute the entire agreement between the parties and supersede all prior agreements and understandings.
15.2 Modifications
We may modify these Terms at any time by posting updates on our website. Continued use of services after modifications constitutes acceptance.
15.3 Severability
If any provision is found unenforceable, the remaining provisions shall continue in full force.
15.4 Assignment
You may not assign your rights without our written consent. We may assign our rights to any successor or affiliate.
15.5 Governing Law
These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles.
15.6 Notices
Notices should be sent to:
Company: Info@CallKnights.com And Info@SBMandWebDesign.com
Client: Email address on file
15.7 Waiver
Failure to enforce any provision does not constitute a waiver of that provision.
15.8 Relationship
Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
16. PROMOTIONAL USE
Unless you opt out in writing, you grant us permission to:
Use your business name and logo in our client list
Create case studies about our work together
Display work samples in our portfolio
Mention you in marketing materials
Use testimonials you provide
17. PRIVACY AND DATA PROTECTION
17.1 Data Collection
We collect and process data as necessary to provide services, as detailed in our Privacy Policy.
17.2 Security
We implement reasonable security measures but cannot guarantee absolute security of data.
17.3 Compliance
You warrant that you have the right to share any data provided to us and that you maintain appropriate privacy policies for your customers.
18. PLATFORM-SPECIFIC TERMS
18.1 Third-Party Platforms
Your use of services involving third-party platforms (Facebook, Google, Instagram, etc.) is also subject to those platforms' terms of service.
18.2 Platform Changes
We are not responsible for changes to third-party platforms that affect service delivery.
18.3 Account Suspensions
We are not liable if third-party platforms suspend or terminate your accounts.
19. ACCESSIBILITY AND ADA COMPLIANCE
While we strive to follow best practices for web accessibility, you are ultimately responsible for ensuring your website and content meet applicable accessibility requirements for your business.
20. CONTACT INFORMATION
For questions about these Terms or our services, contact us at:
SBM & Web Design LLC
Operating As: Call Knights
Registered in: Florida, USA
Email: info@callknights.com
Phone: (813) 212-8929
BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.