Last updated: 06/02/2026
These Billing, Payment, and Collection Terms and Conditions apply to all invoices, quotes, proposals, statements of work, service tickets, purchase orders accepted by Company, hardware and equipment sales, software and licensing charges, web-design services, hosting, managed IT services, marketing services, advertising services, consulting, repair, maintenance, support, and all other goods or services provided by Downtown Computer Services.
Customer accepts these terms by any of the following: signing or approving a quote, proposal, SOW, service ticket, credit application, or invoice; issuing a purchase order; authorizing work; accepting goods or services; accessing or using deliverables; making payment; or continuing to receive services after these terms are made available. Any Customer purchase order or procurement terms are rejected unless expressly signed by an authorized officer of Company. If these terms conflict with a fully signed master services agreement or statement of work, the signed agreement controls only as to the conflict.
Payment is due upon receipt unless a different due date appears on the invoice or a signed agreement. Time for payment is material. Customer shall pay all invoices in U.S. dollars without setoff, deduction, recoupment, or withholding except to the extent required by law or expressly agreed in writing by Company.
Company may apply payments first to collection costs, returned-payment charges (e.g. NSF fees or other bank charges), interest, late charges, taxes, fees, and the oldest outstanding principal balance, unless applicable law requires a different application.
Unless expressly stated as a fixed-fee engagement in a signed writing, all estimates, proposals, budgets, project ranges, timelines, and completion dates are estimates only. Time-and-materials work is billed at Company’s then-current rates, including minimum charges, remote or onsite service minimums, after-hours rates, emergency rates, travel time, diagnostic time, project management time, administrative time reasonably associated with Customer’s project, and third-party charges.
Changes in scope, Customer delays, unavailable systems, incomplete information, inaccessible premises, unavailable credentials, third-party platform issues, data remediation, malware, corrupted systems, hardware failures, change orders, content revisions, additional meetings, additional design revisions, or regulatory/platform requirements may result in additional charges.
Company may require deposits, retainers, progress payments, advance payment, replenishment of retainers, credit-card or ACH authorization, or payment in full before ordering goods, reserving labor, commencing work, continuing work, transferring deliverables, renewing services, or releasing equipment. Deposits and prepayments may be applied to open invoices and are non-refundable to the extent Company has incurred labor, procurement obligations, third-party charges, special-order costs, cancellation charges, or other costs in reliance on Customer’s authorization.
Customer is responsible for all applicable sales tax, use tax, discretionary sales surtax, gross receipts tax, excise tax, customs, duties, tariffs, shipping, freight, handling, recycling, environmental, disposal, government, platform, license, marketplace, advertising, and third-party charges, whether stated separately or later assessed. If Customer claims an exemption, Customer must provide a valid exemption certificate before invoicing. Customer remains responsible for taxes, penalties, interest, or assessments arising from an invalid, late, incomplete, or rejected exemption claim.
All hardware, equipment, peripherals, parts, accessories, and software are subject to availability, vendor pricing, vendor terms, manufacturer terms, license terms, and shipping delays. Special-order, configured, opened, activated, registered, downloaded, licensed, custom-built, or used goods may be non-cancelable and non-returnable. Returns require Company’s written authorization and may be subject to vendor return approval, restocking fees, shipping costs, diagnostic fees, de-installation fees, data-erasure fees, and reconfiguration charges.
Manufacturer and vendor warranties, if any, are the sole warranties for third-party goods unless Company expressly gives a separate written warranty. Company does not warrant third-party hardware, software, platforms, hosting providers, domain registrars, advertising platforms, payment processors, cloud providers, telecom carriers, or internet service providers.
Risk of loss passes to Customer upon delivery to Customer, Customer’s premises, Customer’s carrier, or the address designated by Customer, whichever occurs first. To secure payment, Customer grants Company a purchase-money security interest, to the extent permitted by law, in goods, equipment, hardware, software licenses, proceeds, and related items sold by Company until paid in full. Customer shall cooperate in executing any commercially reasonable documents required to evidence or perfect that interest.
Customer is responsible for providing timely content, approvals, credentials, access, legal notices, privacy-policy content, terms of use, product claims, pricing, advertising substantiation, intellectual-property permissions, and regulatory approvals required for Customer’s website, campaigns, materials, listings, or platforms. Company is not responsible for legal review of Customer’s claims, regulated-industry compliance, advertising substantiation, privacy compliance, accessibility compliance, sweepstakes compliance, telemarketing compliance, email/SMS compliance, or industry-specific disclosures unless expressly stated in a signed written agreement.
Marketing, advertising, search-engine optimization, lead-generation, website traffic, conversion, rankings, revenue, deliverability, platform approval, and campaign performance are not guaranteed. Customer remains responsible for advertising spend, platform charges, chargebacks, marketplace charges, domain renewals, hosting charges, software subscriptions, plugin renewals, paid media budgets, and third-party account fees.
Unless otherwise agreed in writing, Company retains ownership of its pre-existing intellectual property, templates, tools, know-how, code libraries, processes, methods, stock materials, software, and internal working files. Upon full payment of all amounts due for the applicable project, Customer receives the license or ownership rights expressly stated in the applicable SOW or proposal. Company may withhold transfer of final deliverables, source files, administrative credentials, design files, code repositories, domain transfers, hosting migrations, and similar items until all related invoices are paid in full.
Managed services, hosting, monitoring, maintenance, marketing retainers, subscription services, domain services, software licenses, support plans, and recurring services renew automatically for successive monthly, annual, or other stated billing periods unless canceled in writing at least 30 days before the next renewal date, or as otherwise stated in the applicable agreement.
Third-party licenses, SaaS subscriptions, domains, hosting, advertising accounts, marketplace services, and platform charges may be prepaid, non-refundable, and subject to third-party cancellation terms. Company may suspend or terminate recurring services for nonpayment, payment reversal, failed autopay, excessive support abuse, security risk, unlawful activity, or violation of third-party terms.
Company may accept payment by check, ACH, wire, credit card, or other approved methods. Company may require a valid payment method on file. By providing payment information, Customer authorizes Company to charge approved invoices, recurring charges, deposits, retainers, taxes, pass-through charges, and authorized fees to the payment method provided, subject to applicable law and card-network or ACH rules.
Customer shall not initiate a chargeback, payment reversal, stop payment, or ACH return for amounts properly due without first providing written notice of the dispute and a commercially reasonable opportunity to resolve it. An improper chargeback, payment reversal, stop payment, or ACH return is a default and may result in suspension, collection, and recovery of associated fees and costs to the extent permitted by law.
If Customer elects to pay by credit card, Company may impose a separately disclosed credit-card surcharge or processing fee, provided the surcharge will not exceed the lesser of: Company’s actual cost of credit-card acceptance for the transaction; the amount permitted by applicable card-network rules; or 3%. The surcharge applies only to credit-card transactions and will not be imposed on debit-card or prepaid-card transactions. Company will provide required disclosures before charging any surcharge and will identify any surcharge as required on the receipt or payment confirmation.
Customer may avoid any credit-card surcharge by using an accepted non-card payment method, such as ACH, check, or wire, if offered by Company.
Customer must notify Company in writing of any invoice dispute within 10 business days after the invoice date. The notice must identify the invoice, disputed line items, amount disputed, factual basis for the dispute, and supporting documentation. Customer shall timely pay all undisputed amounts. Failure to provide timely written notice constitutes acceptance of the invoice to the fullest extent permitted by law and may be asserted as evidence of an account stated, waiver, and course of dealing, without limiting Company’s other rights.
Any amount not paid when due shall accrue simple interest from the due date until paid in full at the lesser of 1.5% per month (18% per annum), prorated daily, or the maximum lawful rate. Interest shall not be compounded unless permitted by applicable law and expressly awarded or agreed. If any charge is deemed to exceed the maximum lawful amount, the charge shall be automatically reduced to the maximum lawful amount, and any excess actually paid shall be credited or refunded as required by law.
If Customer fails to pay when due, reverses payment, exceeds a credit limit, becomes insolvent, disputes charges in bad faith, fails to maintain an authorized payment method, or otherwise defaults, Company may, without waiving any rights, do any of the following: suspend services; place Customer on credit hold; require prepayment or deposits; cancel or delay orders; refuse additional work; withhold deliverables, credentials, licenses, equipment, hardware, software, reports, source files, work product, or support; accelerate all unpaid amounts; disable nonessential access to unpaid services; and refer the account for collection.
Company is not liable for losses, delays, interruptions, expired licenses, lapsed domains, suspended hosting, advertising interruptions, data unavailability, security exposure, business interruption, lost profits, or third-party consequences arising from lawful suspension or withholding due to Customer’s nonpayment or default. Customer remains responsible for backing up its own data and maintaining independent access to critical accounts unless Company has expressly agreed otherwise in a signed writing.
For any returned, rejected, reversed, or dishonored check, ACH, draft, debit, credit-card transaction, or other payment instrument, Customer shall pay Company’s bank charges and the maximum service charge, damages, costs, and attorneys’ fees permitted by Florida law. Company may require future payments by certified funds, wire, ACH, credit card, or prepayment after any dishonored payment.
If Company refers Customer’s account to an attorney, collection agency, credit-reporting process, lien process, repossession process, or legal proceeding, Customer shall pay all reasonable collection costs and expenses to the extent permitted by law, including collection-agency fees, attorneys’ fees, court costs, filing fees, service-of-process fees, investigation fees, skip-tracing fees, expert fees, witness fees, lien fees, execution costs, post-judgment collection costs, bankruptcy fees, appellate fees, and costs associated with enforcing, collecting, or defending Company’s rights.
In any litigation, arbitration, bankruptcy matter, appeal, post-judgment proceeding, supplementary proceeding, garnishment, replevin, foreclosure, declaratory action, or other proceeding arising out of or relating to these terms, the invoice, goods or services, or the parties’ business relationship, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party to the fullest extent permitted by law.
Company may extend, modify, suspend, or revoke credit in its sole business judgment. Company may require a credit application, deposit, personal guaranty, corporate guaranty, autopay authorization, UCC documentation, financial information, or COD terms. A person signing or approving an order on behalf of an entity represents that the person has authority to bind the entity. No individual shall be personally liable solely by signing for an entity unless the individual separately signs a personal guaranty or is otherwise liable under applicable law.
Company’s acceptance of any partial payment, late payment, notation of “paid in full,” restrictive endorsement, memo-line condition, or similar condition shall not constitute an accord and satisfaction, waiver, release, or compromise unless Company signs a separate written settlement agreement expressly identifying the disputed amount and stating that the payment is accepted in full satisfaction.
Company’s acceptance of any partial payment, late payment, notation of “paid in full,” restrictive endorsement, memo-line condition, or similar condition shall not constitute an accord and satisfaction, waiver, release, or compromise unless Company signs a separate written settlement agreement expressly identifying the disputed amount and stating that the payment is accepted in full satisfaction.
Customer shall not use Company’s goods, services, hosting, systems, deliverables, or support for unlawful, infringing, deceptive, abusive, fraudulent, defamatory, harassing, spam, malware, credential-theft, unauthorized-access, or platform-violating activity. Company may suspend or terminate services if Company reasonably believes continued service may create legal, security, operational, reputational, or third-party platform risk.
Company does not intend to charge or collect any amount exceeding the maximum permitted by applicable law. Any interest, fee, or charge that is finally determined to exceed the maximum lawful amount shall be reduced automatically to the maximum lawful amount, and any excess actually paid shall be credited or refunded as required by law. This provision controls over any inconsistent term.
These terms, each invoice, and all disputes arising out of or relating to Company’s goods, services, billing, collection, or business relationship with Customer are governed by the laws of the State of Florida, without regard to conflict-of-law rules. Customer and Company consent to exclusive jurisdiction and venue in the state courts located in Broward County, Florida, or, if federal jurisdiction exists, in the United States District Court for the Southern District of Florida, Fort Lauderdale Division. Customer and Company waive any objection based on personal jurisdiction, improper venue, inconvenient forum, or similar doctrine.
CUSTOMER AND COMPANY EACH KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY CLAIM, ACTION, COUNTERCLAIM, CROSSCLAIM, THIRD-PARTY CLAIM, COLLECTION ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, ANY INVOICE, ANY GOODS OR SERVICES, ANY CREDIT EXTENDED, ANY COLLECTION EFFORT, OR THE PARTIES’ BUSINESS RELATIONSHIP.
If any provision is held invalid, unlawful, or unenforceable, the provision shall be enforced to the maximum extent permitted by law or modified to accomplish the original intent as closely as permitted, and the remaining provisions shall remain in effect. Payment obligations, taxes, collection rights, attorneys’ fees, ownership and license restrictions, limitations, governing law, venue, jurisdiction, jury waiver, and dispute provisions survive completion, cancellation, suspension, or termination of services.
Company may update these terms prospectively by posting updated terms, providing written notice, including updated terms with invoices, or otherwise making them available to Customer. Updated terms apply to later quotes, invoices, orders, renewals, and services, but do not retroactively alter a fully signed agreement unless permitted by that agreement or applicable law.
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