Master Services Agreement

By executing this Agreement, both parties express their mutual intent to create a legally binding relationship. Both parties declare they are of legal age and possess the mental and legal capacity to enter into this Agreement.

Agency agrees to provide custom web design and ongoing web management services under the following strict parameters:

A. Initial Website Build

• Platform: WordPress utilizing Elementor Free and Ultimate Addons for Elementor Lite.
• Page Count & Scope: Development of up to, but not exceeding, five (5) distinct core web pages (e.g., Home, About, Services, Contact, Booking).
• Utility Pages: Standard legal utility pages (Privacy Policy, Terms of Service) are included at no additional cost and do not count against the 5-page core limit. Additional Pages: Any requested core pages beyond the initial 5-page scope will be billed at a flat rate of $250.00 per page, to be agreed upon and invoiced prior to final launch.
• Feature Limitations: Any interactive features (e.g., booking calendars, contact forms) will be implemented using standard third-party embeds or free Elementor-compatible plugins. The Agency is not responsible for custom coding proprietary software or covering the subscription costs of third-party platforms.
• Content Generation & Legal Boilerplate Disclaimer: Agency will provide AI-assisted copywriting to construct the initial layout, messaging structure, and standard boilerplate templates for the Privacy Policy and Terms of Service. Full custom copywriting is outside the immediate scope. Agency is not a legal professional, and these templates do not constitute legal advice. The Client assumes full legal and factual responsibility for reviewing, verifying, modifying, and ensuring all website copy, legal pages, claims, and compliance are accurate and compliant with local and federal laws prior to launch. Client agrees to indemnify and hold Agency harmless against any legal claims, copyright infringement disputes, or liabilities arising from the publication of AI-assisted text, imagery, or Client-provided assets.
• Domain & DNS Access: The Client is responsible for purchasing and renewing their own primary domain name. Client agrees to provide necessary DNS or registrar access to point the domain to the new website. Accessibility: While industry-standard design practices are used, Agency does not guarantee full compliance with the Americans with Disabilities Act (ADA) or Web Content Accessibility Guidelines (WCAG). Full compliance auditing is outside the scope of this Agreement.

B. Revisions & Out-of-Scope Work

Revisions & Approval: The project includes exactly two (2) rounds of consolidated design revisions prior to final launch. The Client has exactly five (5) business days to review and submit feedback for each revision round. If no feedback is provided within this timeframe, the design is automatically deemed approved, and Agency will proceed to final invoicing.

Timeline Extension: The projected 21-day launch timeline officially commences only upon receipt of the Initial Deposit and the Client's fully completed onboarding materials. For every additional core page added beyond the baseline 5 pages, this timeline will be extended by two (2) business days to ensure layout quality.

Penalty Clause: Any design requests, structural changes, or revisions requested beyond the initial two rounds will be billed at an hourly rate of $100.00/hour, invoiced transparently in 30-minute increments.

Upon successful launch of the Initial Website Build, Client will be enrolled in the Agency's standard monthly retainer as detailed below:

Option A: Growth & Conversion Plan ($495.00/month)

Included Services: 1-on-1 professional technical support (up to 2 hours/month), Google Business Profile framework and review generation system, automated local citation monitoring, keyword performance tracking (5-10 terms), real-time impact dashboard, enterprise-grade secure hosting, weekly automated backups, 24/7 uptime monitoring, and managed software/plugin core updates.

Option B: Peace of Mind Plan ($245.00/month)

Included Services: Secure hosting allocation, automated weekly backups, 24/7 security monitoring, and proactive managed updates for WordPress core and underlying theme frameworks. Support framework includes zero standard support hours (billed ad-hoc).

Exclusions: SEO rankings and traffic volume are strictly not guaranteed. The Agency implements industry best practices but does not control third-party search engine algorithms.

Client agrees to compensate Agency according to the following schedule:

A. Initial Build Fee ($1,990.00 Total)

• Deposit: $995.00 due immediately upon signing this Agreement. This deposit is strictly non-refundable as it reserves Agency's production schedule and covers the immediate administrative, strategy, and onboarding labor required to initiate the project.
• Final Payment: $995.00 due upon completion of the design (defined as the conclusion of the two included design revision rounds), strictly required prior to the website going live.
• Project Abandonment: If the Client fails to communicate or provide necessary feedback for a period of thirty (30) consecutive days, the project will be considered abandoned. Any deposits paid will be forfeited, and Agency reserves the right to terminate the Agreement or bill for the remaining balance of the completed work.

B. Monthly Retainer

Billing will commence exactly thirty (30) days following the official website launch date, or sixty (60) days after the Effective Date of this Agreement, whichever occurs first. This will recur on the same day each subsequent month via automatic credit card billing.

Price Adjustments: Agency reserves the right to adjust the monthly retainer fee with a minimum of thirty (30) days' written notice to the Client. If the Client does not agree to the new rate, they may exercise their right to terminate the ongoing services under Section 6.

C. Late Payments & Service Suspension

• 15 Days Past Due: Invoices remaining unpaid for 15 days will incur a $25.00 late fee, and a final warning will be issued to the Client.
• 30 Days Past Due: Invoices remaining unpaid for 30 days will result in immediate Service Suspension. The Client's website will be taken offline and hosting suspended until the balance, including all late fees, is paid in full.

• Agency Rights: Agency retains full ownership of all internal workflows, proprietary systems, agency-licensed tools, and reusable backend components.
• Client Rights: Upon receipt of final payment for the Initial Build, the Client assumes full ownership of the front-end visual output, published content, and the core WordPress installation.
• Freedom to Transfer (Migration Protocol): The Client retains ultimate ownership of the website. Should the Client wish to cancel their ongoing retainer, they may do so at any time with thirty (30) days' written notice. Upon cancellation, Agency will package a complete, portable backup file (.zip format) of the website and database utilizing a standard backup utility, allowing the Client to host the site with any third-party provider of their choosing. Agency is not responsible for any labor, troubleshooting, or server configurations required to migrate or restore the website on a new host. Furthermore, any premium plugin or theme licenses provided under the Agency's developer accounts will be disconnected upon transfer, and the Client will be responsible for purchasing their own licenses to maintain future software updates.
• Portfolio Rights: Agency retains the non-exclusive right to display graphics, screenshots, and other web design elements of the completed project as examples of its work in its portfolio and marketing materials.

• Notice Required: Client may terminate the ongoing monthly retainer at any time by providing thirty (30) days' written notice to Agency. The Client is responsible for any billing cycles that initiate within that 30-day window.
• Agency Termination: Agency reserves the right to terminate this Agreement immediately in the event of abusive behavior, breach of contract, or failure to communicate.

Client agrees that Agency shall not be held liable for any indirect, incidental, or consequential damages, including loss of profits or business interruption. While Agency provides security monitoring, no digital system is entirely immune to unauthorized access. Agency is not legally or financially liable for damages resulting from third-party server outages, malware, or hacked plugins. Agency's maximum liability under any circumstance shall not exceed the total amount paid by the Client to Agency in the three (3) months preceding the claim.

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. Any dispute arising out of or relating to this Agreement shall be resolved through good-faith mediation. If mediation fails, the dispute shall be resolved via binding arbitration located in Utah County, Utah.

By signing below, both parties acknowledge they have read, understood, and agree to the terms outlined in this Master Services Agreement.