Terms & Conditions
Last updated: June 7, 2026
These Terms and Conditions (the “Terms”) govern the provision of services by Digital Boutique (“Digital Boutique,” “we,” “us,” or “our”) to the client identified on the applicable invoice, proposal, statement of work, or order form (the “Client,” “you,” or “your”). By engaging Digital Boutique, accepting our services, or remitting payment against any invoice, you acknowledge that you have read, understood, and agree to be bound by these Terms.
1. Agreement
These Terms, together with each invoice, proposal, or statement of work referencing them (each, an “Order”), constitute the entire agreement between the parties with respect to the services described therein (collectively, the “Services”). In the event of a conflict between these Terms and an Order, the Order controls solely as to its specifically negotiated subject matter.
2. Services
Digital Boutique will provide the Services with reasonable skill and care and in a professional and workmanlike manner consistent with generally accepted industry standards. The scope, deliverables, and schedule of the Services are as set forth in the applicable Order. Any work requested outside the agreed scope constitutes additional services and will be billed at our then-current rates.
3. Fees and Invoicing
The Client agrees to pay all fees and charges for the Services as set forth in the applicable Order or invoice. Unless otherwise stated in writing, fees are quoted and payable in United States Dollars (USD). Digital Boutique invoices on the billing cadence specified in the applicable Order — bi-monthly (twice per month), weekly, or monthly, depending on the Client's engagement — and each invoice is due and payable in full according to the payment terms set forth below.
4. Payment Terms (Net 7)
All invoices are due and payable net seven (7) days from the invoice date (the “Due Date”). Payment must be made by the method(s) designated by Digital Boutique. The Client’s payment obligations are non-cancelable and fees paid are non-refundable except as expressly provided in an Order. Any dispute regarding an invoice must be raised in writing within seven (7) days of the invoice date; absent such notice, the invoice is deemed accepted and undisputed.
5. Late Payments and Late Fee
Any amount not paid by the Due Date is past due. Past-due balances shall accrue a late charge equal to three and one-half percent (3.5%) per month (or the maximum rate permitted by applicable law, whichever is less) on the outstanding balance, assessed from the Due Date until paid in full, compounding monthly. The Client shall also be responsible for all reasonable costs of collection, including attorneys’ fees and court costs. The accrual or payment of a late charge does not waive any other right or remedy available to Digital Boutique.
6. Suspension for Non-Payment
Without limiting any other remedy, Digital Boutique may suspend or withhold performance of the Services, deliverables, or access to work product if any undisputed amount remains unpaid for more than seven (7) days after the Due Date, until such amounts (including accrued late charges) are paid in full. Suspension does not relieve the Client of its payment obligations.
7. Taxes
Fees are exclusive of all sales, use, value-added, and similar taxes. The Client is responsible for all such taxes, duties, and governmental assessments associated with the Services, excluding taxes based on Digital Boutique’s net income.
8. Third-Party APIs, Model Usage, and Token Costs
Deliverables may incorporate or depend upon third-party application programming interfaces (APIs), artificial-intelligence model providers, and other usage-metered services (collectively, “Third-Party Services”), including without limitation large-language-model providers whose fees are assessed on a per-token, per-call, or per-minute basis (“Usage Costs”). Unless otherwise stated in the applicable Order, projects are architected and provisioned so that all Usage Costs are billed by the applicable provider directly to the Client’s own account. The Client is responsible for establishing and maintaining such accounts, supplying the associated credentials or API keys, funding the accounts, and complying with each provider’s terms of service. Usage Costs billed directly by a provider are payable by the Client to that provider and do not constitute fees of Digital Boutique.
Where any Usage Costs are incurred on Digital Boutique’s accounts — including during development, testing, or any interim period before the Client’s own accounts are provisioned, or where direct provisioning is impracticable — such amounts constitute reimbursable pass-through expenses. Digital Boutique will invoice these amounts to the Client at cost on the Client’s regular billing cadence, and they are subject to the same payment terms, late charges, and remedies as all other invoiced amounts under these Terms.
Digital Boutique does not control, and is not responsible for, Third-Party Service pricing, pricing changes, rate limits, availability, deprecations, or terms. The Client acknowledges that Usage Costs are variable by nature, that any usage estimates provided are good-faith projections only, and that suspension of a Third-Party Service for non-payment of the Client’s provider account may impair the operation of the deliverables without liability to Digital Boutique.
9. Intellectual Property
Upon Digital Boutique’s receipt of payment in full for the applicable Services, Digital Boutique assigns to the Client the deliverables specifically created for the Client under the applicable Order, excluding any pre-existing materials, tools, frameworks, libraries, or know-how owned by Digital Boutique or its licensors (“Background IP”). Digital Boutique retains all right, title, and interest in its Background IP and grants the Client a non-exclusive, royalty-free license to use such Background IP solely as incorporated into the deliverables. Until payment is received in full, all deliverables and work product remain the sole property of Digital Boutique.
10. Confidentiality
Each party shall protect the other’s confidential information using at least the same degree of care it uses for its own confidential information of like kind (and no less than a reasonable degree of care), and shall not disclose or use such information except as necessary to perform under, or exercise its rights pursuant to, these Terms.
11. Client Responsibilities
The Client shall provide timely access to materials, information, approvals, and personnel reasonably required for Digital Boutique to perform the Services. Digital Boutique is not responsible for delays or deficiencies resulting from the Client’s failure to provide such cooperation or from inaccurate information supplied by the Client.
12. Warranties and Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND DIGITAL BOUTIQUE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DIGITAL BOUTIQUE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES. DIGITAL BOUTIQUE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY THE CLIENT TO DIGITAL BOUTIQUE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
14. Indemnification
The Client shall indemnify, defend, and hold harmless Digital Boutique and its officers, employees, and agents from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of the Client’s materials, the Client’s use of the deliverables, or the Client’s breach of these Terms.
15. Term and Termination
These Terms apply for the duration of the applicable Order. Either party may terminate an Order for the other party’s material breach that remains uncured ten (10) days after written notice. Upon termination, the Client shall pay for all Services performed and expenses incurred through the effective date of termination. Sections relating to payment, intellectual property, confidentiality, warranties, limitation of liability, indemnification, and governing law survive termination.
16. Force Majeure
Digital Boutique is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, labor disputes, internet or utility failures, governmental action, or other events of force majeure.
17. Governing Law and Disputes
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Diego County, California, for any dispute not subject to alternative resolution agreed in writing.
18. General
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect. No waiver is effective unless in writing. The Client may not assign these Terms without Digital Boutique’s prior written consent. These Terms, together with the applicable Order, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings. Digital Boutique may update these Terms from time to time, and the version in effect on the date of the applicable invoice governs that invoice.
Contact
Digital Boutique
770 Sycamore Avenue, Vista, California 92083
Telephone: (310) 774-0370