Client Services Agreement

1 Parties & effective date

This Agreement is effective on the date you accept it or pay your first invoice (the “Effective Date”), between:

• Provider: [LEGAL_BUSINESS_NAME], a [STATE_OF_FORMATION] [ENTITY_TYPE], [BUSINESS_ADDRESS]; and
• Client: the individual or entity named in the order/checkout, at the contact details provided there.

2 Services & Statement of Work

Provider will provide the website design, build, hosting, and related services selected by Client (the “Services”). The specific deliverables, plan, and scope (the “Statement of Work” or “SOW”) are those shown at checkout or in an attached order, and typically include:

Anything not expressly included in the SOW is out of scope. Changes to scope must be agreed in writing (email is fine) and may change the Fees and timeline.

3 Project process & approvals

After the Effective Date, Provider will prepare the Client Site and share it for review. Client will review and provide consolidated feedback within [X business days] of each request. The Client Site is deemed accepted when Client approves it or [X business days] pass after Provider makes it available without Client requesting changes, whichever is first. Target timelines are estimates and depend on Client providing materials and approvals promptly.

4 Client responsibilities

Client agrees to:

• Provide accurate business information and all Client Content (logos, photos, text, reviews) reasonably needed, and timely feedback and approvals;
• Warrant that it owns or has the rights and permissions to all Client Content, and that Provider's use of it will not infringe any third party's rights;
• Maintain its own accounts where required (for example, domain registrar or third-party logins) and keep them secure;
• Use the Client Site lawfully and not post unlawful, infringing, or misleading content;
• Pay all Fees when due.

5 Fees & payment terms

Client will pay the Fees shown at checkout or in the order, consisting of:

1. Upfront setup fee: [$UPFRONT], due at the start of the project. This fee covers initial design and build work and is earned as that work is performed.
2. Recurring subscription fee: [$MONTHLY] per [month], covering hosting, maintenance, and included edits, billed in advance each billing period.

• Taxes. Fees exclude taxes; Client is responsible for applicable sales/use taxes (other than taxes on Provider's income).
• Failed/late payment. If a charge fails or payment is overdue by [X days], Provider may retry the charge, suspend the Services and take the Client Site offline, and/or charge a late fee or interest at [rate, e.g. 1.5%/month or the maximum allowed by law].
• Price changes. Provider may change recurring Fees for future billing periods with at least [30 days'] notice. Continued use after the change means acceptance.

6 Term, auto-renewal & cancellation

This Agreement begins on the Effective Date and continues on a rolling [monthly] basis.

• How to cancel. Client may cancel at any time by [CANCELLATION_METHOD — e.g. emailing [CONTACT_EMAIL] or using the account dashboard]. Cancellation is effective at the end of the then-current billing period.
• Effect of cancellation. Future charges stop; Fees already paid for the current and prior periods are not refunded (see Section 7). Hosting and subscription-dependent features end at the end of the paid period (see Section 9).

7 Refunds

8 Site ownership & intellectual property

Client Content

Client retains all rights in Client Content and grants Provider a license to use it to provide and promote the Services, as described in the Terms.

Deliverables Client owns

Upon Client's payment of all Fees then due, Provider assigns to Client the rights it can assign in the final, custom deliverables created specifically for Client — the page copy written for Client, images Provider created for Client, and the specific page layouts assembled for Client (the “Custom Deliverables”). Client may use the Custom Deliverables for its business.

What Provider keeps

Provider retains all rights in its pre-existing and reusable materials, including its templates, design system, component libraries, source frameworks, build tools, and know-how (the “Provider Materials”). To the extent Provider Materials are embedded in the Client Site, Provider grants Client a non-exclusive, worldwide license to use them as part of the Client Site for as long as Client complies with this Agreement. Client may not extract, resell, or reuse the Provider Materials on their own or for other sites.

Third-party components. Any third-party or stock assets, fonts, plugins, or services incorporated into the Client Site remain owned by their licensors and are subject to their own licenses, which Client agrees to honor.

Portfolio

Unless Client opts out in writing, Provider may display the Client Site and describe the project in Provider's portfolio and marketing.

9 Hosting, domain & what happens at the end

While the subscription is active, Provider hosts and maintains the Client Site. The Client Site is built on Provider's platform and depends on the subscription to remain live.

• On cancellation/termination, hosting and subscription-dependent features end at the end of the paid period, and Provider may take the Client Site offline.
• Domain. If Client owns the domain, Client keeps it. If Provider registered the domain on Client's behalf, the parties will [transfer it to Client upon request and payment of any registrar costs / specify ownership].
• Export. On request within [X days] of termination, Provider will provide Client with a reasonable export of the Custom Deliverables Client owns (for example, exported content and images). Provider is not obligated to deliver the Provider Materials, platform code, or to migrate the site to another host, though it may offer migration assistance for an additional fee.
• Data. Provider may delete Client data after [X days] following termination, consistent with the Privacy Policy.

10 Outreach services & consent

If Client engages Provider for outreach (automated/assisted calls, texts, or direct mail) to Client's own contacts or prospects:

• Client is solely responsible for ensuring it has a lawful basis and any required consent to contact each recipient, and for compliance with the TCPA, CAN-SPAM, state telemarketing/auto-dialer laws, and similar rules;
• Provider acts on Client's instructions as Client's service provider and will reasonably honor opt-outs and do-not-contact requests;
• Client will indemnify Provider for claims arising from Client's outreach instructions, as set out in Section 13.

Provider's own consent practices for any contact it initiates are described in the Privacy Policy.

11 Confidentiality

Each party may receive non-public information from the other. Each party agrees to use the other's confidential information only to perform under this Agreement and to protect it with reasonable care. This does not apply to information that is public, already known, independently developed, or rightfully received from a third party, or to disclosures required by law.

12 Warranty & disclaimer

Provider warrants that it will perform the Services in a professional and workmanlike manner. Client's exclusive remedy for a breach of this warranty is for Provider to re-perform the affected Services.

13 Limitation of liability

14 Indemnification

Client will defend, indemnify, and hold harmless Provider and its owners and employees from claims, damages, liabilities, and reasonable legal fees arising out of: (a) Client Content; (b) Client's use of the Client Site or Services; (c) Client's outreach instructions and any calls, texts, or mail sent at Client's direction; or (d) Client's breach of this Agreement or violation of law.

15 Default & termination

Either party may terminate this Agreement if the other materially breaches and fails to cure within [15 days] of written notice. Provider may suspend or terminate immediately for non-payment or unlawful use. On termination, Client will pay all Fees accrued through the effective date of termination. The provisions that by their nature should survive (including Fees owed, ownership/IP, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) survive termination.

16 Governing law & disputes

This Agreement is governed by the laws of the State of [STATE_OF_FORMATION], without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in [COUNTY/CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction.

17 Miscellaneous

• Entire agreement. This Agreement, the SOW/order, the Terms of Service, and the Privacy Policy are the entire agreement and supersede prior discussions. If they conflict, this Agreement controls for the Services.
• Amendments. Changes must be in writing (email acceptance is sufficient) or as allowed for Fee/Terms changes above.
• Assignment. Client may not assign without Provider's consent; Provider may assign in connection with a merger or sale of assets.
• Independent contractors. The parties are independent contractors; no partnership, agency, or employment is created.
• Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
• Notices. Notices may be given by email to the addresses on file and are effective when sent, absent a bounce.
• Severability & no waiver. If a provision is unenforceable, the rest remains in effect; failure to enforce a provision is not a waiver.

18 Acceptance & signatures

By signing below, or by accepting electronically at checkout or paying the first invoice, each party agrees to this Agreement as of the Effective Date.