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The following terms & conditions will become effective on January 1, 2016. The following terms & conditions was last updated on November 25, 2015. This will apply to all past, present and future users, customers, members, consumers, etc. This list or terms & conditions may be adjusted, and a customers’ consent is required within 90 days. If a client does not respond to the updated terms & conditions, their account will be suspended until they agree to they new terms.


These terms and conditions (‘Agreement’) constitute a legal agreement between Client (as indicated within this Agreement) and Burke Systems Inc (‘Company’) as work for hire. By using Company’s services Client agrees to be bound by the following terms and conditions and those other terms and conditions relevant to specific services as indicated within this Agreement.

Client Cooperation

Client will designate an individual as an authorized contact for each project and all communications between Company and Client shall be through this individual who shall have the authority to bind the Client and commit to a particular course of action for the project. Approvals are benchmarks in the project to ensure Company is meeting Client’s expectations and will be contractually binding. Only Written approvals given by the authorized contacts will be accepted. In the event that there is disagreement or conflict, such disagreement or conflict shall be considered Rework and an additional $50.00 per hour fee will be paid for such Rework.

‘Rework’ is defined as any work or services performed by Company that is necessitated by Client’s failure to comply with these terms and conditions or any work or services that is performed outside the scope of the original agreement between the parties. In the event that any Rework is performed, Client agrees to pay company at its then current hourly rate for such Rework in addition to and notwithstanding any fixed price, budgeted price, or not to exceed price quoted or agreed. Rework includes returning text and strategies set for search engines, or other work that has been altered by Client, back to its form, format, or of other origins, created, formatted, performed by Company.

Expected dates and timelines are estimates only. For any Rework, additional fees may apply up to $75 per hour and new proposals may be drafted.

In order to for all and any work to be completed upon expected dates, all information, text, graphics, designs, or other content must be either selected or provided to Company in a digital format within a reasonable and timely manner. Additional fees may apply.

Client warrants that any information, text, images, or any other content it places on the website will not infringe on the copyright, trademarks, service marks, patents, or other intellectual property or personal rights held by any third party. Client shall indemnify and hold Company harmless against any liabilities arising from any products or services provided by Client in connection with its website and any actual or alleged defamatory, illegal or infringing material provided by Client for placement on the website. All Client supplied content will be prepared, organized and supplied digitally on disk or by e-mail in a proof-read state, finished and ready for publishing. Any additional work or services rendered, due directly or indirectly to Client’s failure to comply with this requirement, shall be considered Rework.

To ensure that project continues on schedule and within budget, Client must timely reply to all Company requests for input and support within 30 days of Company’s written request (including email). If a complete and comprehensive response is not received from Client within 30 days of Company’s written request (including email), the project is considered suspended and may (at that time or at any time thereafter), at the option of the Company, be considered abandoned.

Client shall employ Company exclusively and not retain, employ, consult or hire any third party companies for any other web services during the period that Client is in bound by this Agreement.

Payment Terms

The Client shall receive a 10% discount if total project cost is paid in full at the signing of this Agreement.
Client shall pay all services 30 days in advance to Company if not enrolled in the automatic billing program.
Hosting Accounts must be paid before Company performs work.

All outstanding fees not paid in advance are due within 30 days of the invoice date, with the exception of S.E.O. Campaigns (organic and pay per click) shall be paid upon receipt of invoice. If Client fails to pay any invoiced amount within 30 days of the invoice date, the project is considered suspended and may (at that time or at any time thereafter), at the option of the Company, be considered abandoned. If Client fails to pay any invoiced amount within 60 days of the invoice date the project will automatically be considered abandoned. If Client fails to pay within 90 days, the account will be sent to collections.

Client’s site will not be put ‘live’ until final balance for outlined project is paid in full.

In the event of Client’s breach of this Agreement (whether or not a lawsuit is commenced or filed) if an attorney is engaged by the company (including in-house or corporate counsel), the Client shall be responsible for all attorney’s fees, demand letters, collections costs, filing fees, court costs and other legal fees, costs and expenses. In addition to and not in lieu of its other rights and remedies, in the event that Client does not pay when due any amount owed to Company, the Company shall be entitled to, and the Client shall be responsible to pay for, all outstanding fees, interest and attorney’s fees, costs of collection, etc… necessitated by the Client’s non-payment. Client hereby agrees to defend, indemnify, and hold harmless Company, its employees, agents, representatives and subcontractors for any and all loss, damages, costs and expenses, including without limitation, site down time and all claimed or actual loss of business income, revenue, profit, and loss of business opportunity, loss of competitive position related to Company’s actions arising out of, related to, or in connection with any action taken by Company in relation to Client’s breach, and any suspension, abandonment, or termination by Company.

Client shall provide a credit card for Company’s records and work shall commence upon receipt of such credit card. Client hereby authorizes Company to charge any and all amounts due Company (including without limitation at the beginning of every month for that month’s Hosting and Maintenance service) to one or more Client credit cards on file, and/or affect an ACH transfer of funds from any bank account that the Client used or is using to pay for any services of Company related to this or any other project. Client authorizes Company to retain and maintain on file copies of Client checks for this purpose. The individual executing this Agreement on behalf of the Client hereby without further writing agrees to personally and individually guaranty each and every Client payment obligation under this Agreement.

Personal Guaranty

Guarantor guarantees to Company the payment of the amounts due under this Agreement (the ‘Obligations’). This is a guarantee of payment and not only of collection. Company may, at its option, proceed against Guarantor and Client, jointly and severally, or Company may proceed against Guarantor under this Agreement without commencing any suit or proceeding of any kind against Client, or without having obtained any judgment against Client.

The obligations of Guarantor under this Agreement are unconditional, are not subject to any set-off or defense based upon any claim Guarantor may have against Company, and will remain in full force and effect without regard to any circumstance or condition, including, without limitation: (a) any modification of the Agreement (except that the liability of Guarantor hereunder will apply to the Agreement as so modified); (b) any exercise or non-exercise by Company of any right or remedy in respect of the Agreement, or any waiver, consent or other action, or omission, in respect of the Agreement or (c) any transfer by Company or Client in respect of the Agreement or any interest in the project; (d) any bankruptcy, insolvency, receivership, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding involving or affecting Company or Client or their obligations, properties or creditors, or any action taken with respect to such obligations or properties, the project or the Agreement, by any trustee or receiver of Company or Client, or by any court, in any such proceeding; (e) any defense to or limitation on the liability or obligations of Client under the Agreement, or any invalidity or unenforceability, in whole or in part, of any obligation of Client under the Agreement or of any term of the Agreement; or (f) any transfer by Guarantor of any or all of the capital stock of Client or the control thereof.

Guarantor waives presentment and demand for payment, notice of non-payment or non-performance, and any other notice or demand to which Guarantor might otherwise be entitled. Guarantor will reimburse Company for all costs and expenses incurred by Company in connection with the enforcement of this Guarantee, including, without limitation, reasonable attorneys’ fees.

Should Company be obligated in any bankruptcy proceeding to repay to Client or Guarantor or to any trustee, receiver or other representative of Guarantor any amounts previously paid, then this Guaranty shall be reinstated in the amount of such repayment. Company shall not be required to litigate or otherwise dispute its obligation to make such repayment if it in good faith on the advice of counsel believes that such obligation exists.

Guarantor, at his expense, will execute, acknowledge and deliver all instruments and take all action as Company from time to time may request for the assuring to Company the full benefits intended to be created by this Agreement.

If any provision of this Agreement or the application thereof to any person or circumstance will to any extent be held unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is held unenforceable, will not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

This Agreement will inure to the benefit of and may be enforced by Company and its successors or assigns, and will be binding upon and enforceable against Guarantor and its successors, assigns, heirs and personal representatives.

Project Suspension/Abandonment

In the event, that the project is considered suspended for any reason stated herein, the Client shall pay to Company those costs Company incurs to effect the suspension (and if applicable those costs of Company to effect the restart) of the project. In the event that Company deems the project to be abandoned, this Agreement shall be terminated and all fees, if any, owed to the Company up to and including the date of termination and Termination Cost shall be paid by the Client to the Company.

In the event that service is suspended there may be interruptions in site’s service and other services including, without limitation, SEO Services, Website Payments, Email, Hosting and other services. For restoration of Client’s services, Company may incur additional costs and fees and shall be paid by Client.

If project is idle, suspended, or abandoned due to Client’s failure to perform its duties and responsibilities of this Agreement, payment is not received, or due to Client indecision, then Company reserves the right to stop work and Client’s deposit will be forfeited. A new deposit will be required to resume work.

‘Termination costs’ shall include without limitation, the costs of (including Company time spent) backing-up, storing, maintaining, safeguarding, and/or disposing of any and all materials and information related to the project, suspending performance, retooling, re-starting, leading up to termination of performance on the project.

Cancellation and Refunds

Client requested cancellation must be made by written notice received by Company 30 days prior to cancellation date and delivered via U.S. Postal Service Certified Mail, with Return Receipt Requested. Client requested cancellations will only be implemented if all amounts due and payable to Company have been paid up to the date of cancellation. Deposits/Retainers are non-refundable fees that are deemed earned when received. Without prejudice to any other rights, Company may terminate this Agreement at any time should Client fail to comply with the terms and conditions of this Agreement.

Web work, SEO Services, web design, social media, email, programming or hosting other services provided by Company, once under contract, shall be nonrefundable, unless Company’s discretion permits otherwise.
Client shall give 30 days notice to Company for moving all web content to another server, via U.S. Postal Service Certified Mail, Return Receipt Requested. Company shall provide all programming, including files and database files if applicable. Additional fees may apply for complete functionality on the new server. Company may consult Client in order to ensure that codes work properly on new server and additional fees may be incurred from such consultation. Administration panel is sole and exclusive property of Company, and can be recreated for use on new server, for additional fees. SSL certificates are nontransferable and are non-refundable. New certificates must be purchased each time a website is moved and applied at an additional cost.

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