Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the services provided by StarlitePhi (“StarlitePhi,” “we,” “us,” or “our”), a sole proprietorship operating in the State of Florida. By engaging StarlitePhi for any service, you (“Client”) agree to be bound by these Terms.

Please read these Terms carefully. If you do not agree to these Terms, do not engage our services.

1. Services Offered

StarlitePhi provides the following digital services:

Web Design and Development — custom website design, development, and deployment
Website Maintenance — ongoing updates, security monitoring, and technical support
Retainer Services — monthly recurring service packages (SEED, GROW, THRIVE tiers)
Digital Marketing — Meta advertising campaigns, ad copy, and campaign management
Search Engine Optimization (SEO) — on-page and technical SEO implementation
Video Editing — promotional and organizational video production
IT Support and Consulting — technology infrastructure guidance and support

The specific scope of services for each engagement is defined in a separate Statement of Work (“SOW”) or Project Agreement provided to the Client prior to commencement.

2. Acceptance of Terms

By signing a Project Agreement, Statement of Work, or retainer contract, making a payment, or otherwise engaging StarlitePhi’s services, the Client acknowledges that they have read, understood, and agree to be bound by these Terms, along with any applicable Project Agreement or SOW, which are incorporated herein by reference.

3. Payment Terms

3.1 Project-Based Payments

For fixed-scope project engagements, the following payment structure applies unless otherwise specified in the Project Agreement:

- - - Projects under $1,500: payment in full due upon signing the Project Agreement, before work commences
    - Projects from $1,500 to $4,999: 50% (the Signing Payment) due upon signing, and 50% (the Balance) due upon project completion and prior to final delivery or site launch
    - Projects of $5,000 or more: three milestone payments of 33%, 33%, and 34%, due upon signing (the Signing Payment), upon design approval, and upon project completion and prior to final delivery or site launch
    - The payment schedule is determined by the project price before any nonprofit or mission discount; a discount lowers the amount paid, not the schedule
    - For projects of $5,000 or more, a separate, non-refundable Discovery Fee (discovery hours multiplied by StarlitePhi’s hourly rate) is required before the proposal is written; for smaller projects, StarlitePhi may, at its sole discretion and with written notice to the Client, also require one. If the Client signs within 30 days of the Discovery Fee invoice date, the fee is credited in full against the Project Total, applied first to the Signing Payment; after 30 days, no credit applies
    - All invoices are due within 14 calendar days of the invoice date

Work will not commence until the Signing Payment (or payment in full) is received. Final deliverables, including website credentials, source files, and transfer of ownership, will not be released until the balance is paid in full.

3.2 Retainer Payments

Retainer service agreements (SEED, GROW, THRIVE) are billed on a monthly recurring basis:

- - - Every project includes 30 days of maintenance and support at no charge after launch, with or without a plan; during those 30 days, support is provided by phone or email, not in person
    - After the free 30 days, service continues only if the Client chooses a plan in writing, at signing or at any time after launch: a Committed Term (three billed months at the stated plan price, with the first and last months paid at signing and the last month held and applied to the final billing month; may be cancelled at any time after the three months) or Month-to-Month (no minimum term, billed monthly in advance at $50 per month above the stated plan price; may be cancelled at any time). A Client who chooses neither receives no retainer service after the free 30 days
    - Clients with an active plan receive a 10% discount on out-of-scope project work booked while the plan is active; the discount is not retroactive and does not apply to work booked before the plan began or after it ends
    - Retainer fees are billed in advance on the first day of each service month
    - Automatic renewal occurs monthly unless cancelled in accordance with Section 4
    - Unused retainer hours or services do not roll over to subsequent months
    - StarlitePhi reserves the right to adjust retainer pricing with 30 days’ written notice

3.3 Late Payments

Invoices not paid within 14 days of the due date are subject to a late fee of 1.5% per month (18% annually) on the outstanding balance. StarlitePhi reserves the right to suspend services on accounts with outstanding balances exceeding 30 days past due.

3.4 Accepted Payment Methods

StarlitePhi accepts payment via check, bank transfer (ACH), or other methods specified in the Project Agreement. All fees are stated in U.S. dollars.

4. Cancellation and Refund Policy

4.1 Project-Based Cancellation

If a Client cancels a project, the following applies:

- - - Before Kickoff (when StarlitePhi has received the signed Project Agreement and the Signing Payment, or payment in full), the only amount owed is the Discovery Fee, if one was charged, and no kill fee applies
    - After Kickoff, the Discovery Fee and the Signing Payment (or payment in full) are non-refundable in all cases
    - If the work completed exceeds the payments already made, the Client will be invoiced for the difference
    - The Client is responsible for payment of all work completed up to the date of cancellation, calculated at StarlitePhi’s standard hourly rate, with all payments already made (including any Discovery Fee credit) counting toward that amount
    - After Kickoff, a kill fee of 25% of the remaining project balance also applies (the Project Total minus the greater of the payments made and the value of work completed to date), and the total owed will never exceed the Project Total

4.2 Retainer Cancellation

Either party may cancel a retainer agreement by providing written notice:

- - - Minimum 30 days’ written notice is required prior to the next billing cycle
    - Cancellation requests received less than 30 days before the next billing date will result in one final billing cycle charge
    - Retainer fees already paid are non-refundable, except that for a Committed Term the last month’s payment made at signing is applied to the final billing month
    - Upon cancellation, StarlitePhi will provide the Client with all completed deliverables and reasonable transition assistance within 14 days

4.3 StarlitePhi-Initiated Cancellation

StarlitePhi reserves the right to terminate any engagement immediately and without refund if the Client:

- - - Violates any provision of these Terms
    - Engages in abusive, threatening, or harassing conduct toward StarlitePhi personnel
    - Requests services that are illegal, unethical, or contrary to StarlitePhi’s mission and values

5. Client Responsibilities

The Client agrees to:

Provide accurate, complete, and timely information, content, assets, and approvals required for project completion
Designate a single point of contact with authority to make decisions on behalf of the Client organization
Respond to requests for feedback, approvals, or information within 5 business days
Ensure all content, images, logos, and materials provided to StarlitePhi are owned by the Client or properly licensed for use
Maintain secure access to their own accounts and credentials

Project timelines are directly dependent on the Client’s timely provision of required materials and approvals. StarlitePhi is not responsible for delays caused by the Client’s failure to meet response obligations.

6. Intellectual Property

6.1 Client-Provided Materials

The Client retains full ownership of all content, logos, images, trademarks, and materials provided to StarlitePhi. The Client grants StarlitePhi a non-exclusive license to use such materials solely for the purpose of delivering the agreed services.

6.2 Deliverables

Upon receipt of full payment, StarlitePhi transfers to the Client all rights to custom design work and deliverables created specifically for the Client under the applicable Project Agreement. This transfer does not include:

- - - Third-party themes, plugins, fonts, stock imagery, or licensed software incorporated into the deliverables
    - StarlitePhi’s proprietary tools, frameworks, workflows, or methodologies
    - Pre-existing StarlitePhi intellectual property used or adapted in the deliverables

6.3 Portfolio Rights

StarlitePhi reserves the right to display completed work in its portfolio and marketing materials unless the Client requests confidentiality in writing prior to project commencement.

7. Third-Party Services and Tools

StarlitePhi may recommend, configure, or implement third-party services including but not limited to web hosting providers, domain registrars, email marketing platforms, CRM systems, payment processors, advertising platforms (including Meta), and WordPress plugins or themes.

StarlitePhi is not responsible for the performance, availability, pricing changes, or terms of service of any third-party provider. The Client is responsible for maintaining their own accounts and agreements with third-party services and for any costs associated with those services.

8. Digital Marketing and Advertising

For Meta advertising and other paid digital marketing services:

Ad spend budgets are paid directly by the Client to the advertising platform and are separate from StarlitePhi’s management fees
StarlitePhi does not guarantee specific results, click-through rates, conversion rates, or return on ad spend
Campaign performance is subject to platform algorithms, market conditions, and audience behavior beyond StarlitePhi’s control
The Client is responsible for ensuring all advertising content complies with applicable platform policies and applicable law

9. Search Engine Optimization

StarlitePhi provides SEO services based on current industry best practices. The Client acknowledges that:

Search engine rankings are determined by third-party algorithms outside StarlitePhi’s control
StarlitePhi makes no guarantee of specific search engine rankings or organic traffic levels
SEO results are gradual and may take several months to materialize
Algorithm changes by search engines may affect rankings regardless of optimization efforts

10. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of the engagement. StarlitePhi will not disclose Client-specific business information, strategies, or data to third parties without the Client’s written consent, except as required by law.

This confidentiality obligation does not apply to information that is publicly available, independently developed, or disclosed with the Client’s written permission.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, STARLITEPHI’S TOTAL LIABILITY TO THE CLIENT FOR ANY CLAIMS ARISING UNDER THESE TERMS OR ANY PROJECT AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO STARLITEPHI IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL STARLITEPHI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF STARLITEPHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Disclaimer of Warranties

STARLITEPHI PROVIDES ALL SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, STARLITEPHI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

StarlitePhi does not warrant that websites or digital assets delivered will be free of all errors, vulnerabilities, or interruptions after delivery and client acceptance.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless StarlitePhi and its owner, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

The Client’s use of deliverables after acceptance
Content, materials, or information provided by the Client
The Client’s violation of these Terms or any applicable law
Third-party claims related to the Client’s business operations or website content

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida and applicable federal law, without regard to conflict of law principles.

Any disputes arising under these Terms shall first be submitted to good-faith negotiation between the parties. If negotiation fails, disputes shall be resolved by binding arbitration in Alachua County, Florida, under the rules of the American Arbitration Association, unless both parties agree otherwise in writing.

Nothing in this section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction in Alachua County, Florida.

15. Modifications to These Terms

StarlitePhi reserves the right to update or modify these Terms at any time. Changes will be effective upon posting to starlitephi.com with an updated effective date. Continued engagement with StarlitePhi’s services following any modification constitutes the Client’s acceptance of the revised Terms.

For active retainer clients, StarlitePhi will provide 30 days’ written notice of any material changes to these Terms.

16. Entire Agreement

These Terms, together with any applicable Project Agreement, Statement of Work, or retainer contract, constitute the entire agreement between StarlitePhi and the Client with respect to the subject matter herein, and supersede all prior or contemporaneous negotiations, representations, or agreements, whether written or oral.

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

17. Contact Information

For questions about these Term of Service, please contact:

StarlitePhi.com (StarlitePhi)
Email: admin@starlitephi.com
Website: https://starlitephi.com