Terms and Conditions

For the purposes of these Terms, the following definitions apply: "Services" refers to all work performed by Numidia Web, including web design, web development, mobile app development, e-commerce solutions, UI/UX design, graphic design, search engine optimization (SEO), content writing, digital marketing, paid advertising management, website hosting, and website maintenance. "Deliverables" refers to all work products, files, code, designs, and materials created by Numidia Web for the Client as part of the Services. "Project Proposal" or "Statement of Work" (SOW) refers to a document outlining the specific scope, timeline, deliverables, and pricing for a particular project. "Change Order" refers to a written request to modify the scope, timeline, or cost of a project after the SOW has been agreed upon. "Content" refers to all text, images, videos, logos, branding assets, and other materials provided by the Client for use in the project. "Confidential Information" refers to any non-public information disclosed by either party, including business strategies, client lists, pricing, technical specifications, and trade secrets. "Third-Party Materials" refers to any software, plugins, APIs, stock images, fonts, or other materials owned by third parties and used in the Deliverables. "Acceptance" or "Final Approval" refers to the Client's written confirmation that Deliverables meet the agreed-upon specifications.

Numidia Web offers the following services, subject to the terms of each individual Project Proposal or Statement of Work: Web Design and Development — Custom responsive website design and development optimized for performance and cross-browser compatibility. Mobile App Development — Native and cross-platform mobile application development for iOS and Android, including secure payment integration, push notifications, and real-time features. E-Commerce Web Design — Custom online storefronts with secure payment processing (Stripe, PayPal, Square), SSL encryption, PCI-DSS compliance, inventory management, and shopping cart optimization. UI/UX Design — User interface and user experience design, wireframing, prototyping, and interactive design. Graphic Design — Logo design, brand identity, print materials, social media graphics, and complete branding packages. SEO and Content Writing — Search engine optimization, keyword research, on-page and technical SEO, and content creation. Digital Marketing — Data-driven marketing strategies, campaign development, lead generation, audience targeting, and performance analytics. Paid Advertising Management — Google Ads (Search and Display), social media advertising (Facebook, Instagram), retargeting campaigns, A/B testing, and ROI optimization. Website Maintenance — Regular updates, security monitoring, performance optimization, backups, CMS and plugin updates. Website Hosting — Domain registration, web hosting, high-performance servers, and SSL certificates. All specific project details, deliverables, timelines, and pricing are governed by individual Project Proposals or Statements of Work that incorporate these Terms by reference. Services not explicitly stated in the SOW are excluded from the scope.

Each engagement begins with a Project Proposal or Statement of Work (SOW) that outlines the specific scope, deliverables, timeline, and pricing for the project. The SOW, together with these Terms, forms the complete agreement between the parties for that project. In the event of a conflict between the SOW and these Terms, the SOW shall take precedence with respect to that specific project. No work will commence until the Client has approved the SOW and the required deposit has been received. Verbal agreements or email discussions do not modify the SOW unless confirmed in a written Change Order signed by both parties.

Any changes to the agreed-upon scope, deliverables, or timeline after the SOW has been approved require a written Change Order signed by both parties. The Agency will provide a revised estimate of cost, timeline, and impact within three (3) business days of receiving a change request. Changes may affect project timelines, deliverables, and total cost. Work on the Change Order will not begin until the Client has approved the revised estimate in writing. Out-of-scope work requested verbally or via email will be documented and billed at the Agency's standard hourly rate or a mutually agreed project fee. Design revisions are limited to the number of rounds specified in the SOW (typically two to three rounds). Additional revision rounds will be billed separately at the Agency's standard hourly rate.

The Client agrees to the following responsibilities: Content and Materials — The Client is responsible for providing all content, including text, images, logos, branding assets, product information, and any other materials required for the project, in a timely manner and in a format suitable for use. Delays in providing content may extend project timelines. Timely Feedback and Approvals — The Client must respond to requests for feedback, review, or approval within seven (7) business days unless otherwise agreed. Failure to provide timely feedback may result in project delays, and the Agency shall not be held responsible for missed deadlines caused by Client delays. Access and Credentials — The Client must provide necessary access to hosting accounts, domain registrars, CMS platforms, analytics tools, social media accounts, and any other systems required for the project. Accuracy and Legality of Content — The Client warrants that all content provided is accurate, does not infringe upon any third-party intellectual property rights, and complies with all applicable laws and regulations, including advertising standards and data protection laws. Designated Point of Contact — The Client must designate a single authorized point of contact who has the authority to make decisions and approve deliverables on behalf of the Client. Cooperation — The Client agrees to cooperate with the Agency and participate in the project as reasonably required, including attending scheduled meetings, providing feedback, and making decisions in a timely manner.

Fee Structure — Fees for services are defined in each Project Proposal or SOW and may be structured as a fixed project fee, hourly rate, monthly retainer, or subscription model. Deposit — A non-refundable deposit is required before work begins. The standard deposit is fifty percent (50%) of the total project fee, unless otherwise stated in the SOW. No work will commence until the deposit has been received. Milestone Payments — For larger projects, payments may be tied to project milestones as outlined in the SOW (for example, 50% deposit, 50% at mid-project). A ten percent (10%) discount may be offered for complete upfront payment, as agreed in the SOW. For projects exceeding $50,000, flexible payment schedules may be arranged. Invoicing and Payment Due Dates — Invoices are payable within fifteen (15) days of the invoice date (Net 15) unless otherwise specified. All amounts are in U.S. dollars. Accepted Payment Methods — We accept payment via direct bank transfer and PayPal. Late Payment Penalties — A service charge of one and one-half percent (1.5%) per month (or the maximum rate permitted under Pennsylvania law, whichever is lower) will be applied to overdue balances. Suspension of Work — The Agency reserves the right to suspend all work if payment is overdue by more than fifteen (15) days. Work will resume upon receipt of all outstanding payments. Collections and Legal Fees — If collection action becomes necessary, the Client is responsible for all collection costs, court costs, and reasonable attorney fees incurred by the Agency. Taxes — The Client is responsible for all applicable taxes, including Pennsylvania state sales tax (6%) on taxable digital services, unless the Client provides a valid tax exemption certificate.

Estimated Timelines — All project dates and deadlines provided by the Agency are estimates and are subject to change based on scope modifications, change orders, client delays, third-party dependencies, or unforeseen circumstances. The Agency will make commercially reasonable efforts to meet estimated timelines. Project Delays Caused by Client — If the Client fails to provide content, feedback, approvals, or access credentials within the agreed timeframes, the Agency is not responsible for missed deadlines. The Agency reserves the right to adjust the project schedule accordingly and may charge additional fees for schedule disruptions. Final Delivery — Deliverables will be provided via a staging server, secure file transfer, or deployment to the live server, as agreed in the SOW. The Client will have ten (10) business days to review deliverables and provide written acceptance or a detailed list of deficiencies. Failure to respond within this period constitutes automatic acceptance of the Deliverables. Launch and Go-Live — The website, application, or other deliverables will not go live or be deployed to production until all outstanding payments have been received in full and the Client has provided written approval.

Ownership of Deliverables — Upon receipt of full and final payment, the Agency assigns to the Client all rights, title, and interest in the final Deliverables specifically created for the Client under the applicable SOW. Conditional Transfer — All grants of rights and ownership are expressly conditioned on full payment. Until full payment is received, the Agency retains all rights, title, and interest in the Deliverables. The Client may not use, distribute, publish, or sublicense any Deliverables for which payment has not been received in full. Pre-Existing IP and Tools — The Agency retains ownership of all pre-existing intellectual property, proprietary tools, frameworks, code libraries, templates, and methodologies used or incorporated in the project. The Client receives a non-exclusive, perpetual, royalty-free license to use these elements solely as part of the final Deliverables. Third-Party Materials — Any third-party materials incorporated into the Deliverables, including but not limited to stock images, fonts, plugins, open-source libraries, and APIs, are subject to their respective license terms. The Client is responsible for reviewing, complying with, and renewing any third-party licenses as required. Source Files — Source files (such as PSD, AI, Figma, Sketch, or raw code repositories) are included only if explicitly stated in the SOW. If not included, source files may be made available for an additional fee. Portfolio and Promotional Rights — The Agency retains the right to display the completed work in its portfolio, on its website, on social media, and in marketing and promotional materials, including screenshots, descriptions, and case studies of the project. Client-Provided IP — The Client retains full ownership of all content and materials provided by the Client. The Client grants the Agency a limited, non-exclusive license to use such materials solely for the purpose of performing the Services. Work-for-Hire Clarification — Work product created under these Terms is not deemed "work for hire" under U.S. Copyright Law (17 U.S.C. Section 101). All rights are granted contractually and are conditioned upon full payment.

Payment Gateway Integration — The Agency integrates third-party payment processors (such as Stripe, PayPal, and Square) but is not responsible for their operation, availability, fees, processing errors, or security. Payment gateway terms are between the Client and the payment processor. PCI Compliance — The Agency will build e-commerce solutions to PCI-DSS standards; however, ongoing PCI compliance is the Client's responsibility. The Client must maintain compliance with Payment Card Industry Data Security Standards for their e-commerce operations. Product Listings and Pricing — The Client is solely responsible for the accuracy of all product descriptions, pricing, images, inventory levels, and shipping information displayed on their e-commerce platform. Transaction Liability — The Agency is not liable for failed transactions, chargebacks, refunds, fraudulent orders, shipping disputes, or any disputes between the Client and their customers. SSL and Security — E-commerce websites will be delivered with SSL encryption. The Client is responsible for maintaining SSL certificates and implementing additional security measures as required by their payment processor or applicable law.

Platform Specifications — The target platforms (iOS, Android, or both), supported operating system versions, and device compatibility will be specified in the SOW. The Agency is not responsible for compatibility with operating system versions or devices not listed in the SOW. App Store Submission — The Agency will prepare and submit the application to the relevant app stores (Apple App Store, Google Play Store). Approval of the application is at the sole discretion of Apple and Google, and the Agency is not responsible for app store rejections, policy changes, or review delays. App Store Compliance — The application will be developed in compliance with current Apple App Store and Google Play guidelines at the time of submission. Ongoing compliance with future guideline changes after delivery is the Client's responsibility. App Store Accounts — The Client must create and maintain their own developer accounts (Apple Developer Program at $99/year, Google Play Console at $25 one-time fee) and pay all associated fees. Post-Launch Updates — Bug fixes identified within the warranty period (as defined in Section 15) are included at no additional cost. Feature updates, operating system compatibility updates, and ongoing maintenance require a separate maintenance agreement.

No Guarantee of Results — The Agency does not guarantee specific search engine rankings, traffic volumes, conversion rates, lead generation numbers, sales figures, or return on investment. SEO and digital marketing results depend on numerous factors beyond the Agency's control, including but not limited to search engine algorithm changes, competitor activities, market conditions, Client's industry, and the Client's implementation of recommended strategies. Third-Party Platform Dependency — Results are subject to the policies, algorithms, and terms of service of third-party platforms (including Google, Meta, LinkedIn, and other platforms) over which the Agency has no control. Changes to these platforms may affect campaign performance without notice. Reporting and Metrics — The Agency will provide regular performance reports as agreed in the SOW. All metrics, analytics, and data are provided for informational purposes and do not constitute guarantees of future performance. Client Compliance — The Client must not engage in practices that violate search engine guidelines, including black-hat SEO techniques, link schemes, cloaking, or keyword stuffing. The Agency is not liable for penalties, de-indexing, or ranking losses resulting from the Client's independent actions or prior SEO practices. Ad Spend — For paid advertising services, advertising spend is separate from Agency fees and is the sole responsibility of the Client. The Agency is not liable for ad platform billing issues, policy violations by the Client, or changes to ad platform pricing.

Hosting Services — If the Agency provides web hosting, the server specifications, hosting environment, storage limits, bandwidth allocation, and included features will be defined in the SOW or hosting agreement. Uptime Service Level Agreement — The Agency targets 99.9% server uptime, excluding scheduled maintenance windows and force majeure events. The Agency is not liable for downtime caused by third-party infrastructure providers, DDoS attacks, or events beyond its reasonable control. Scheduled Maintenance — The Agency may perform server maintenance, updates, and upgrades during off-peak hours (typically between 12:00 AM and 6:00 AM EST). The Agency will provide reasonable advance notice for planned maintenance that may cause downtime. Data Backup and Recovery — The Agency performs regular backups of hosted websites. Backup frequency and retention periods will be specified in the hosting agreement. While the Agency takes reasonable measures to protect data, the Agency is not liable for data loss beyond its reasonable backup and recovery measures. The Client is encouraged to maintain independent backups. Hosting Billing — Hosting services are billed on a monthly or annual cycle as agreed. Hosting subscriptions auto-renew unless canceled with at least thirty (30) days' written notice before the renewal date. Data Migration — Upon termination of hosting services, the Agency will provide reasonable assistance in migrating the website and data to another hosting provider. Data migration services may be subject to additional fees. The Client's data will be retained for thirty (30) days after termination, after which it may be permanently deleted. Sole Remedy for Downtime — The Client's exclusive remedy for hosting downtime is a pro-rated service credit, not to exceed the monthly hosting fee for the affected period.

Maintenance Scope — Website maintenance services include security updates, CMS core updates, plugin and theme updates, minor bug fixes, performance optimization, uptime monitoring, and regular backups as defined in the maintenance agreement. Maintenance Exclusions — Maintenance does not include new feature development, major design changes, content creation or updates beyond a specified limit, third-party integration troubleshooting, or recovery from issues caused by unauthorized modifications to the website by the Client or third parties. Included Maintenance Hours — Standard maintenance packages include one (1) hour of maintenance work per month. Additional hours will be billed at the Agency's standard hourly rate. Response Times — The Agency will acknowledge maintenance requests within one (1) business day and aims to complete routine updates within one to two (1-2) business days. Emergency requests (such as security breaches or critical downtime) will be prioritized. Maintenance Billing — Maintenance services are billed monthly and are included as part of the hosting retainer or as a separate agreement. Cancellation requires thirty (30) days' written notice.

Agency Warranty — The Agency warrants that: (a) all Services will be performed in a professional, competent, and workmanlike manner by qualified personnel; (b) Deliverables will substantially conform to the approved specifications and SOW for a period of thirty (30) days after final acceptance ("Warranty Period"); (c) the Agency has the legal right and authority to enter into this agreement and perform the Services; and (d) the Deliverables, as delivered, will not knowingly infringe any third-party intellectual property rights. Warranty Remedy — During the Warranty Period, the Agency will correct any defects, bugs, or non-conformities in the Deliverables at no additional cost to the Client, provided the Client reports such issues in writing with sufficient detail to reproduce the defect. After the Warranty Period, corrections and bug fixes are billable at the Agency's standard hourly rate. DISCLAIMER OF WARRANTIES — EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE AGENCY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. No Warranty for Third-Party Products — The Agency does not warrant the performance, reliability, security, or availability of third-party software, plugins, APIs, hosting environments, payment processors, or platforms integrated with or used in the Deliverables. Browser and Device Compatibility — The Agency will test Deliverables on the browsers and devices specified in the SOW. Compatibility with future browser versions, operating system updates, or untested environments is not warranted.

Cap on Liability — The Agency's total aggregate liability arising out of or related to any project shall not exceed the total fees actually paid by the Client to the Agency under the specific Statement of Work giving rise to the claim. EXCLUSION OF CONSEQUENTIAL DAMAGES — IN NO EVENT SHALL THE AGENCY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE CAUSE OF ACTION, THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), OR WHETHER THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Exceptions — The limitations set forth in this Section do not apply to: (a) breaches of confidentiality obligations; (b) the Agency's indemnification obligations; (c) claims arising from willful misconduct or gross negligence; or (d) any liability that cannot be limited or excluded under applicable Pennsylvania law. Client Acknowledgment — The Client acknowledges that the fees charged by the Agency reflect the allocation of risk set forth in this agreement, and that the Agency would not enter into the agreement without these limitations of liability.

Client Indemnification of Agency — The Client shall indemnify, defend, and hold harmless Numidia Web, its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to: (a) content, materials, or data provided by the Client; (b) the Client's use of the Deliverables; (c) the Client's breach of these Terms or any SOW; (d) the Client's violation of any applicable law or regulation; (e) any claims by the Client's customers, users, or end users; or (f) the Client's failure to obtain necessary rights, permissions, or licenses for content provided to the Agency. Agency Indemnification of Client — The Agency shall indemnify, defend, and hold harmless the Client from and against third-party claims that the Deliverables, as delivered by the Agency, infringe a third party's intellectual property rights, provided that: (a) the Client has not modified the Deliverables; (b) the Client provides prompt written notice of the claim; (c) the Client grants the Agency sole control of the defense and settlement; and (d) the Client cooperates fully with the Agency's defense. Indemnification Procedures — The indemnifying party must be given prompt written notice of any claim, sole control of the defense and settlement negotiations, and reasonable cooperation from the indemnified party. The indemnified party may participate in the defense at its own expense.

Mutual Confidentiality — Both parties agree to maintain the confidentiality of all non-public information received from the other party during the course of the engagement. Definition of Confidential Information — Confidential Information includes, but is not limited to: business plans, strategies, and financial information; client lists and customer data; pricing, proposals, and contracts; technical specifications, source code, and proprietary methodologies; login credentials and access information; marketing strategies and unreleased product information; and any information designated as confidential by the disclosing party. Exclusions — Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is lawfully obtained from a third party without restriction. Duration — Confidentiality obligations shall survive the termination of the agreement and remain in effect for a period of three (3) years following the completion or termination of the engagement. Permitted Disclosures — Either party may disclose Confidential Information to its employees, contractors, and legal advisors on a strict need-to-know basis, provided such recipients are bound by confidentiality obligations at least as protective as those set forth herein. Disclosure may also be made as required by applicable law, regulation, or court order, provided the disclosing party gives prompt notice to the other party.

Term — This agreement is effective from the date of acceptance (whether by signature, electronic acceptance, or payment of deposit) and continues until all obligations under all active SOWs have been fulfilled, unless earlier terminated in accordance with this Section. Termination for Convenience — Either party may terminate this agreement or any individual SOW by providing thirty (30) days' written notice to the other party. Termination for Cause — Either party may terminate this agreement immediately if the other party: (a) materially breaches any provision and fails to cure such breach within fifteen (15) days after receiving written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets; or (c) engages in illegal activity related to the Services. Effect of Termination — Upon termination: (a) the Client shall pay for all Services performed and expenses incurred up to the date of termination; (b) the Agency shall deliver all completed and in-progress Deliverables, conditioned upon full payment; (c) all licenses and rights granted to the Client are contingent on full payment of all outstanding amounts; and (d) each party shall return or destroy the other party's Confidential Information. Cancellation Fees — If the Client cancels for reasons unrelated to the Agency's material breach: before the design phase begins, the deposit is forfeited; during the design phase, fifty percent (50%) of the total project fee is due; after development begins, payment is due for all work completed plus twenty-five percent (25%) of the remaining project fee; after project completion, one hundred percent (100%) of the project fee is due. Non-Refundable Deposit — The initial deposit is non-refundable in all circumstances, as it covers project planning, resource allocation, and scheduling. Survival — The following provisions survive termination: Intellectual Property Rights, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, Payment Obligations, Governing Law, and Dispute Resolution.

Independent Contractor — The Agency is an independent contractor and is not an employee, partner, joint venturer, or agent of the Client. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties. No Authority to Bind — Neither party has the authority to bind the other, incur obligations on the other's behalf, or make representations or warranties for the other, without prior written consent. Taxes and Benefits — The Agency is solely responsible for its own taxes, insurance, employee benefits, and compliance with employment laws. The Client will not withhold taxes from payments to the Agency or provide employee benefits.

During the term of this agreement and for a period of twelve (12) months following its termination, neither party shall directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of the other party who was materially involved in the performance of Services under this agreement, without the prior written consent of the other party. This restriction does not apply to general job advertisements or postings not specifically targeted at the other party's personnel.

Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to: natural disasters (earthquakes, floods, hurricanes, fires); pandemics, epidemics, or public health emergencies; acts of war, terrorism, civil unrest, or government actions; power outages or utility failures; internet service disruptions or telecommunications failures; cyberattacks, DDoS attacks, or other security incidents; strikes, labor disputes, or supply chain disruptions; or any other event that could not have been reasonably foreseen or prevented. The affected party must notify the other party promptly and use commercially reasonable efforts to mitigate the impact of the force majeure event. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected SOW without liability, and the Client shall pay for all work completed prior to the force majeure event.

Compliance with Privacy Laws — The Agency will handle Client data in compliance with applicable federal, state, and local laws, including the Pennsylvania Breach of Personal Information Notification Act (BPINA) and, when effective, the Pennsylvania Consumer Data Privacy Act. Data Processing — If the Agency processes personal data on behalf of the Client, the parties will enter into a Data Processing Agreement (DPA) as required by applicable law. Data Security — The Agency implements commercially reasonable administrative, technical, and physical security measures to protect Client data from unauthorized access, disclosure, alteration, or destruction. Breach Notification — In the event of a data breach affecting Client data, the Agency will notify the Client without unreasonable delay, as required by Pennsylvania law. The notice will include the nature of the breach, the types of data affected, and the remedial measures taken. Privacy Policy Reference — The Agency's collection and use of data through its own website (lanumidiaweb.com) is governed by its Privacy Policy, available at lanumidiaweb.com/privacy-policy. Client's Privacy Obligations — The Client is solely responsible for their own website's privacy policy, cookie consent mechanisms, terms of service, and compliance with all applicable data protection laws. The Agency will implement privacy features as specified in the SOW but is not responsible for drafting, reviewing, or maintaining the Client's legal policies.

Prohibited Uses — The Client shall not use the Services, Deliverables, or any hosting or maintenance services provided by the Agency for any purpose that is unlawful, harmful, or prohibited by these Terms. Prohibited uses include but are not limited to: distributing malware, viruses, or other harmful code; infringing upon the intellectual property rights of third parties; transmitting defamatory, obscene, threatening, or harassing content; sending unsolicited commercial messages (spam); engaging in phishing, fraud, or identity theft; violating any applicable law, regulation, or industry standard; or using hosting resources in a manner that threatens server stability or degrades performance for other users. Content Restrictions — For websites hosted by the Agency, the Client must ensure that all content complies with applicable laws and does not contain illegal, defamatory, discriminatory, or obscene material. Resource Usage — Hosting services are subject to fair use of server resources. The Agency reserves the right to limit or suspend service if the Client's usage threatens server stability, exceeds allocated resources, or negatively impacts other hosted clients.

The Agency complies with the Digital Millennium Copyright Act (DMCA) and responds to notices of alleged copyright infringement. If you believe that content hosted on a website managed or hosted by the Agency infringes your copyright, please submit a written notice to lanumidiaweb@gmail.com including: identification of the copyrighted work claimed to have been infringed; identification of the material that is claimed to be infringing and its location; your contact information (name, address, telephone number, and email address); a statement that you have a good faith belief that the disputed use is not authorized; a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on their behalf; and your physical or electronic signature. The Client is responsible for ensuring that all content published on their hosted website does not infringe upon the copyrights or intellectual property rights of any third party.

The Agency may recommend, integrate, or use third-party services, tools, platforms, and software in the course of providing Services. These may include but are not limited to: payment processors (Stripe, PayPal, Square); analytics platforms (Google Analytics, Google Search Console); content management systems (WordPress, Shopify, custom CMS); email marketing platforms; social media platforms and APIs; web hosting infrastructure providers; and domain registrars. All third-party services are subject to their own terms of service, privacy policies, and licensing agreements. The Agency is not responsible for the availability, performance, security, fees, or terms of any third-party service. The recommendation or integration of a third-party service does not constitute an endorsement or guarantee of that service. The Client is responsible for maintaining accounts, subscriptions, and compliance with the terms of all third-party services used in connection with their project.

Governing Law — This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles. Informal Resolution — In the event of any dispute arising out of or relating to this agreement, the parties agree to first attempt to resolve the dispute informally through good-faith negotiation for a period of thirty (30) days from the date written notice of the dispute is given. Mediation — If the dispute cannot be resolved through informal negotiation, the parties agree to submit the dispute to non-binding mediation before a mutually agreed mediator in Pennsylvania. The costs of mediation shall be shared equally between the parties. Litigation — If mediation fails to resolve the dispute within sixty (60) days, either party may pursue legal action. Any legal proceedings shall be brought exclusively in the state or federal courts located in Montgomery County, Pennsylvania, and each party consents to the personal jurisdiction of such courts. Attorney Fees — The prevailing party in any legal action or proceeding relating to this agreement shall be entitled to recover its reasonable attorney fees, court costs, and other expenses from the non-prevailing party. Small Claims Exception — Either party may bring claims in small claims court if the claim falls within the court's jurisdictional monetary limit.

Entire Agreement — These Terms, together with any applicable SOW, Change Orders, and referenced policies (including the Privacy Policy), constitute the entire agreement between the parties and supersede all prior negotiations, representations, warranties, commitments, and agreements, whether written or oral. Amendments — These Terms may only be modified or amended in writing, signed or electronically accepted by authorized representatives of both parties. Severability — If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable. Waiver — The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time. All waivers must be in writing. Assignment — Neither party may assign or transfer this agreement or any rights or obligations hereunder without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of the assigning party's assets, provided the assignee assumes all obligations under the agreement. Notices — All formal notices required or permitted under these Terms must be in writing and delivered via email (with read receipt or delivery confirmation), certified mail (return receipt requested), or recognized overnight courier to the addresses specified in the SOW or as subsequently updated in writing. Notices are effective upon confirmed receipt. Headings — Section headings are for convenience and reference only and shall not affect the meaning or interpretation of any provision. Counterparts — This agreement and any SOW may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

If you have any questions about these Terms and Conditions, please contact us at: Numidia Web — Address: Abington, PA 19001, USA — Email: lanumidiaweb@gmail.com — Phone: (267) 423-0606 — Website: lanumidiaweb.com — Business Hours: Monday 9:00 AM - 6:00 PM, Tuesday through Friday 8:00 AM - 7:00 PM, Saturday 8:00 AM - 3:30 PM (Eastern Time).