Fist Effective Date: July 29, 2022
Last Updated: April 28, 2025
1. Agreement Overview
These Terms of Service (“Terms”) are entered into by Structure (Simon Villeneuve, Inc., an Arizona S-Corp, “Provider”) and you, the individual or entity accepting an Estimate or engaging Services (“Customer”).
By accepting an Estimate, clicking “Accept,” or otherwise using our Services, you agree to be bound by these Terms.
1.1 Composition of the Agreement
The “Agreement” between Structure and Customer consists of:
- These Terms of Service;
- Any Estimates, Scopes of Work, Proposals, or Project Outlines accepted by Customer;
- Any written Change Orders, Amendments or approved out-of-scope work authorizations signed by both parties.
In case of any conflict between documents, these Terms of Service shall control unless otherwise explicitly stated in writing and signed by both parties.
2. Scope of Services
Structure provides digital growth consulting, digital strategy, web design, development, website management, marketing services, and related support (“Services”).
Services are defined by, the Estimate, Scope of Work, or Proposal we provide and you accept.
3. Term and Termination
- An Agreement is for an initial term of 12 months from the Effective Date (“Initial Term”), unless specified otherwise.
- After the Initial Term, the Agreement renews month-to-month unless terminated with 30 days’ written notice or a new Estimate is signed.
- Early Termination: If Customer terminates before completing the Initial Term, an Early Termination Fee equal to the lesser of (a) 50% of the remaining balance or (b) 3 months of service fees will be due immediately.
- Upon termination, all outstanding balances become payable.
4. Fees & Payment
4.1 Deposits
- 50% deposit required before Special Project or Initiative work begins, unless otherwise agreed. The remainder to be billed monthly, distributed evenly across the term or according to a specified payment schedule.
4.2 Invoicing & Payment Terms
- For Digital Growth System (DGS) retainers, fees are billed monthly.
- Unless otherwise agreed in writing according to a specified payment schedule, DGS fees are distributed evenly across the term.
- Invoices are Net 15 by default, unless otherwise agreed in writing.
- Unpaid invoices accrue a late fee of $250 or 2% of invoice value, whichever is lesser.
- Additional late fees accrue every 7 days thereafter.
4.3 Returned Checks
- A $50 fee applies to returned checks.
5. Project Pause Policy
- Customer may Pause a project anytime by paying a $500 Pause Fee.
- Paid Pause: Project remains paused for up to 6 months.
- Unpaid Pause Fee: If the Pause Fee is not paid within 90 days of notice, the project is automatically terminated.
- Termination Consequences: If termination occurs due to unpaid Pause Fee, it will be treated as a Customer Termination under these Terms, including application of any Early Termination Fee and payment of all outstanding balances.
6. Out-of-Scope Work
- Any work outside the original Scope of Work will be billed at $200/hour or under a separate fixed-fee Project Estimate.
- No out-of-scope work will begin without written Customer approval.
7. Third-Party Service Fees
- If Structure purchases third-party services on your behalf, a 30% Administrative Fee will apply.
- Customers can manage third-party accounts directly to avoid this fee.
- Administrative Fees cover payment processing, risk management, and opportunity cost.
8. Website Management — Scope of Work
8.1 Included Website Enhancement Tasks
Edits include edits to content on any page:
- Changing banners
- Header or footer updates
- Changing plugin settings
- CSS adjustments & tweaks
- Blog content or context edits
- Re-formatting landing pages
- Changing images
- Adding images or text
- Adding coupon codes
- Updating shopping cart information
8.2 Excluded Services (Require New Project or Quote)
Edits do not include:
- Coding new PHP in source files
- Building plugins
- Building themes
- Building landing pages from a mockup)
- Updating custom code, graphic design
- PSD to WordPress
- Creation of content
- Building out a new website or subdomain
9. Support Requests
- Support must be submitted via [email protected] or wearestructure.com/support.
- Standard response time is 24 hours; resolution times are not guaranteed.
- Priority Support is included in all packages and includes questions answerable within 15 minutes; anything more complex or strategic is billable with written Customer approval.
- Strategic Support is billed in 30-minute minimum increments.
10. Warranty
- Custom Websites: 2-Year Limited Warranty against defects in functionality and workmanship.
- Warranty void if:
- Code is modified by anyone other than Structure.
- Regular management is performed by third parties.
- Major infrastructure or functionality changes occur.
- Ownership of the company or website changes.
- Warranty claims must be submitted within the Warranty Period.
11. Limitations of Liability
- Services are provided “as-is.”
- Structure is not liable for third-party service failures, data loss, unauthorized access, or service interruptions.
- Structure is not responsible for indirect, incidental, punitive, or consequential damages (lost revenue, profits, data, etc.).
12. Indemnification
Each party agrees to indemnify and hold the other harmless from third-party claims arising from infringement, violation of laws, or Customer-provided content.
13. Updates to Terms
Structure reserves the right to update these Terms at any time without express customer notification or approval. Updated Terms will be posted on our website or otherwise communicated to you in good faith.
14. Entire Agreement
This Agreement represents the full understanding between Structure and Customer. Changes must be made in writing and signed by both parties.
Need Assistance?
Email: [email protected]
Website: wearestructure.com
Acceptance
Please note that by submitting your payment, you agree to all of our terms of service as they are written here. Structure reserves the right to change or update these terms without prior notice. The user of this site agrees to the terms of this agreement on behalf of his or her organization or business. The Agreement constitutes the entire understanding of the parties. Any changes or modifications must be in writing and signed by both parties.