Terms of Service

1. Eligibility

You must be at least 18 years old and able to form a legally binding contract to use the Site or engage our services. By using the Site, you represent and warrant that you meet these requirements.

2. Services Provided

OCS provides website design and development, customer relationship management (CRM) system setup, optional automation add-ons, and ongoing support services. The specific scope, deliverables, and timelines of any engagement will be described in a separate written proposal, statement of work, or invoice agreed to by you and OCS (the 'Engagement').

Information on the Site is provided for general informational purposes and does not constitute a binding offer or agreement to provide services.

3. Quotes, Pricing, and Payment

Service prices listed on the Site are starting-at rates and may vary based on scope, customization, and other factors. The final price for any project will be set in the applicable Engagement.

OCS follows a transparent, staged payment structure so clients know exactly when charges apply.

• Initial draft: Every project begins with a free initial mockup or draft. No charge applies until you review and approve this first draft.
• Deposit: A fifty percent (50%) deposit is due after your approval of the initial draft. This deposit triggers the start of production work.
• Included revisions: Following the deposit, each Engagement includes two (2) additional revision drafts as part of the agreed project price. These revisions cover reasonable adjustments to layout, copy, imagery, and configuration within the agreed scope.
• Additional drafts: Revision drafts beyond the two included revisions are billed on top of the agreed project price at $100 per additional website draft and $150 per additional CRM draft. These fees are documented in the Engagement and invoiced separately.
• Final payment: The remaining project balance is due on launch, at which point the deliverables are transferred to the client.
• Recurring services (such as any monthly maintenance retainer, hosting arrangements, or SMS-based automations) are billed on a recurring basis until cancelled in accordance with the Engagement.
• Pass-through costs (such as carrier SMS fees, domain registration, third-party software licenses, or hosting) may be billed separately or itemized.
• OCS may suspend work or services for non-payment after reasonable notice.

4. Project Timelines

OCS communicates estimated timelines at the outset of every Engagement. These estimates reflect typical delivery windows under normal working conditions - commonly one to two weeks for a website build and one to three weeks for a CRM build, depending on scope.

Estimated timelines are not fixed contractual delivery dates. OCS's ability to deliver within an estimated window can be affected by inbound project volume, client feedback response times, mid-build scope changes, third-party service outages, and other factors reasonably outside OCS's direct control. Where a timeline needs to shift, OCS will communicate promptly, share revised expectations, and continue working in good faith to complete the deliverable.

Timelines are not grounds for termination or refund unless explicitly stated in the Engagement.

5. Revisions and Feedback

OCS relies on structured, consolidated feedback in order to deliver quickly. Each 'draft' refers to a full pass through the deliverable in response to client feedback. Small in-flight adjustments requested during an active review of the same draft are not counted as separate drafts and are handled inside the existing round.

The revision fees described in the Quotes, Pricing, and Payment section apply to full additional draft rounds beyond the initial draft plus two included revisions. Where scope materially changes mid-project (for example, adding a new page, integration, or feature that was not part of the original Engagement), OCS may issue a change order rather than treat the request as a revision draft.

6. OCS Care - Post-Launch Content Updates

Following the launch of a website Engagement, clients may request post-launch content updates under the OCS Care program. Care is billed on a per-round basis rather than as a monthly subscription: each round of updates is invoiced at $100 per round, with no monthly commitment and no cancellation obligation.

Care rounds cover updates to existing content within the site's existing structure. Examples of covered work include copy edits, contact information changes, product or service listing updates within an existing category, staff or team bio changes, image swaps, color and font adjustments within the existing design system, and menu changes for restaurants. Multiple small updates delivered as a single batch count as one Care round.

Care rounds do not cover new pages, new sections, new features, new integrations, checkout implementation, or any item from the OCS add-on menu. Those items remain regular project work and are quoted separately. Care rounds also do not cover any changes to CRM systems - all CRM change requests are always quoted separately, regardless of Care participation.

Care rounds are typically delivered within a few business days of the request, subject to the same timeline considerations described in the Project Timelines section.

7. Client Responsibilities

To deliver effective work, OCS relies on timely cooperation from the client.

• Provide accurate business information, content, branding, and approvals when requested.
• Provide reasonable access to accounts, tools, or systems necessary to deliver the project.
• Respond to communications and revision requests within a reasonable timeframe.
• Maintain the security of any accounts, credentials, or systems provided to or by OCS.

8. Intellectual Property and File Ownership

Subject to full payment, OCS assigns to you ownership of the final, customized deliverables created specifically for your project under the Engagement (for example, your website's custom front-end and personalized CRM configuration).

OCS is committed to delivering builds that clients fully own and control. On project completion, OCS transfers or provides access to every pertinent file, credential, and resource associated with the build - including source code, design assets, hosting credentials, domain and DNS access, database exports where applicable, and reasonable technical documentation - so the client is not locked into any OCS-only account or platform. The client is free to engage any other developer, agency, or contractor to continue, modify, or maintain the build at any time.

OCS retains ownership of all pre-existing code, frameworks, templates, internal tools, design systems, and know-how used in delivering the project. Such pre-existing materials are licensed to you on a non-exclusive, perpetual basis to the extent embedded in your deliverables.

Third-party software, plugins, or services integrated into your project remain subject to their respective licenses and terms.

You retain ownership of all content, branding, logos, copy, photos, and data that you provide to OCS.

9. Third-Party Modifications and Continued Support

Because clients fully own their builds and may engage others to work on them, OCS's ongoing ability to support or modify a build depends on the technical state of the build at the time of the request.

Once a build has been modified by any party other than OCS - including the client's own internal team, another developer, an outside agency, or an AI-based tool operated outside of OCS's supervision - OCS does not guarantee that future changes, feature additions, or maintenance work will be feasible through OCS. Third-party modifications may introduce dependencies, architectural changes, style deviations, or technical decisions that OCS did not originate and cannot fully evaluate without additional discovery time.

Where a client returns to OCS after third-party work has been performed, OCS may require a scoped assessment engagement before agreeing to further changes. OCS will describe any assessment fee, timeline impact, or scope limitation in writing before any additional work begins. This clause does not restrict the client's right to make changes to their own build - it only clarifies the limits of OCS's ongoing service guarantee.

10. Acceptable Use

You agree not to use the Site or any services we provide in any unlawful manner or in a manner that could damage, disable, overburden, or impair them.

• No unauthorized access to or interference with the Site, services, or other users' accounts.
• No transmission of malware, spam, or harmful code.
• No reverse engineering, scraping, or unauthorized copying of OCS proprietary materials.
• No use of the Site or services to send unsolicited marketing or for unlawful purposes.

11. Third-Party Services

Projects may use or integrate with third-party services (such as hosting providers, email tools, SMS gateways, payment processors, or analytics platforms). OCS does not control these services and is not responsible for their availability, performance, pricing, terms of service, or privacy practices.

12. AI-Assisted Services, Chatbot, and Automated Content

You acknowledge and agree that OCS uses artificial intelligence (AI) and automated tools as part of operating the Site and delivering services. Additional detail on how we handle data related to AI is available in our Privacy Policy.

• Site chatbot disclosure: The Site's chat assistant is powered by generative AI. It is clearly labeled as AI and is not a human. By using it you acknowledge you are interacting with an automated system. Its responses are for general information only and are not legal, financial, medical, tax, or professional advice.
• No reliance on AI output alone: You should not make important business decisions based solely on chatbot responses or on other AI-generated content on the Site. Contact us directly to confirm any pricing, timelines, or scope specifics that would affect an actual engagement.
• AI in service delivery: We may use AI tools during a client engagement (for example, to draft copy, structure code, or generate first-pass design assets). A qualified human at OCS reviews and finalizes all deliverables. OCS remains responsible for the work product, and the intellectual property, warranty, and liability terms in these Terms apply to that work product whether or not AI assisted with its creation.
• Genuine reviews: Any testimonials, case studies, or reviews displayed on the Site are from real clients unless clearly labeled otherwise. OCS does not generate or publish fabricated endorsements.
• Client-supplied content: You represent and warrant that any content, data, prompts, or materials you provide to OCS (including any content you ask us to run through AI tools on your behalf) do not infringe third-party rights and do not violate applicable law.
• Changes in law: Federal and state rules governing the disclosure and use of AI (including guidance from the FTC and New Jersey consumer protection statutes) are evolving. OCS will update its disclosures and practices as needed to remain compliant, and clients agree that reasonable changes to how AI is used in their project may be made in response to legal developments.

13. Confidentiality

Each party agrees to maintain the confidentiality of non-public business information disclosed by the other party during an Engagement and to use such information solely to deliver or receive the services. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

14. Scope of Services and OCS Limitations

OCS provides technology and design services. To keep expectations clear, the following categories fall outside the scope of what OCS provides unless expressly agreed in an Engagement:

• Legal, tax, accounting, medical, or professional advice. OCS-produced legal templates (such as draft Privacy Policy and Terms of Service pages) are provided as professionally structured starting drafts, not as legal advice, and have not been reviewed by counsel on the client's behalf. Clients are solely responsible for having these drafts reviewed and finalized by an attorney licensed in their jurisdiction before publishing, and for confirming these documents are appropriate for their specific business and use case. OCS does not warrant the legal accuracy of these drafts and assumes no liability for their content.
• Guaranteed search rankings, guaranteed traffic volume, guaranteed lead volume, or any specific business outcome. OCS follows current SEO and conversion best practices but does not control search algorithms or user behavior.
• Regulatory compliance beyond what is generally applicable to a small-business website (for example, HIPAA, PCI-DSS Level 1, FINRA, and similar specialized regulatory regimes require additional scoping and are only supported when explicitly agreed).
• Ongoing content creation, product photography, copywriting for new content, or marketing campaign management outside of an explicit content or retainer Engagement.
• Long-term hosting or infrastructure management. OCS deploys builds to a mutually agreed hosting provider at launch; ongoing hosting fees are the client's responsibility unless a hosting Engagement is in place.
• Recovery, remediation, or forensic services following a security incident affecting third-party services, hosting providers, or client-managed credentials outside OCS's direct control.
• Data entry or content migration beyond a reasonable initial import from client-supplied materials, except where scoped as a paid add-on.

15. Warranty Disclaimer

Except as expressly stated in an Engagement, the Site and services are provided 'AS IS' and 'AS AVAILABLE' without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted availability.

OCS does not warrant any specific business outcome - including but not limited to a specific number of leads, jobs booked, conversion rate, search ranking, or revenue increase.

16. Limitation of Liability

To the maximum extent permitted by law, OCS will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or related to your use of the Site or services.

OCS's total cumulative liability arising out of or related to the Site or any Engagement will not exceed the total fees you paid to OCS for the specific services giving rise to the claim during the three (3) months preceding the event giving rise to liability.

17. Indemnification

You agree to defend, indemnify, and hold harmless OCS and its affiliates, officers, employees, and contractors from any claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising out of your use of the Site or services, your breach of these Terms, your violation of applicable law, or content you provide to OCS.

18. Termination

Either party may terminate an Engagement in accordance with the terms of that Engagement. We may suspend or terminate your access to the Site at any time if you violate these Terms.

Upon termination, your obligation to pay for services rendered through the termination date remains in effect. Sections of these Terms that by their nature should survive termination (including intellectual property, warranty disclaimers, limitation of liability, indemnification, and dispute resolution) will survive.

19. Governing Law and Disputes

These Terms are governed by the laws of the state in which OCS is organized, without regard to its conflict of law principles. The parties will first attempt to resolve any dispute informally. If a dispute cannot be resolved informally, the parties agree to resolve it in the state or federal courts located in that state, except where binding arbitration is specified in an Engagement.

20. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the 'Effective Date' above and post the revised Terms on the Site. Your continued use of the Site or services after the changes take effect constitutes acceptance of the updated Terms.

21. Contact Us

Questions about these Terms can be sent to info@optimizedcompanysystems.com.