Master Service Agreement
This Master Service Agreement (the "Agreement") is made between Link Layout, a Florida Corporation with its principal office located at 416 W Alva St, Tampa FL 33603, and the undersigned client (the "Client").
1. Standard Rates
The Client commits to compensating for services provided as detailed in the Scope of Work (SOW), unless otherwise indicated in the SOW. If the Client selects a fixed-price package, the standard fee will be as displayed on the website. The Client has the option to pay additional charges for extra features, subject to written notification.
2. Client Representative
The Client will designate one or more representatives to work with Link Layout for project-related communications. Should the Client change these representatives, Link Layout must be informed in writing. Previous approvals will remain valid, and any subsequent changes will be billed as per the SOW.
3. Client Communication and Project Management
The Client is required to provide all requests, edits, and approvals in writing, via email, to avoid miscommunication. If a phone review is desired, it will be scheduled in advance.
4. Progress Reports
Link Layout will regularly update the Client on project progress through email (and phone communications if provided and requested). Link Layout will also provide a way for the Client to access the site draft upon request.
5. Change Orders and Additional Client Requests
Any services requested by the Client outside the scope of the SOW may incur additional fees. Link Layout will provide a written estimate of time and cost for the additional work, which requires the Client's written approval before proceeding.
6. Client Materials
The Client retains ownership of all materials provided to Link Layout. The Client is responsible for the legality and rights to use all provided content. The Client indemnifies Link Layout against any claims or damages arising from the use of these materials.
7. Client Caused Delays
If the Client fails to provide necessary materials or approvals by specified deadlines, project timelines will be adjusted accordingly. Link Layout will not be held responsible for late completion due to Client-caused delays.
8. Loss and/or Damages
Link Layout's liability for damages is limited to the lesser of the fee paid by the Client or the Client's actual damages. For hosting services, Link Layout is not liable for any damages related to third-party hosting providers.
9. Ownership of Work
Upon full payment, the website design becomes the property of the Client. Link Layout may retain ownership of certain non-client-specific source code, granting the Client a non-exclusive license to use it.
10. Website Hosting
If the Client opts not to host with Link Layout, the website design will be provided as a backup file for use on the Client's chosen hosting platform. Should the Client choose to host with Link Layout, they may request the design be delivered as a backup file at any time. In the event the Client misses two consecutive months of hosting payments, Link Layout reserves the right to discontinue hosting services. If hosting is terminated, either due to non-payment or the Client's decision to switch providers, the website design will be sent to the Client via the email address on file upon request.
11. Expenses
The Client is responsible for reimbursing Link Layout for any additional expenses, such as stock photos, travel, or third-party licenses. The Client should not expect to pay any additional expenses outside of what is described in the SOW unless notified in writing.
12. Invoices
Invoices are due upon receipt. Accounts 30 days past due are subject to a 5% finance charge per month on the outstanding balance. Link Layout will attempt to contact the Client by email (and phone if provided) before the 30 days has passed.
13. Governing Law
This Agreement is governed by the laws of the State of Florida. Any disputes will be settled in the Federal or Florida State courts.
14. Entire Agreement
This Agreement represents the complete and conclusive understanding between the Parties, overriding all previous verbal and written agreements or discussions. If a court of competent jurisdiction deems any section of this Agreement invalid, such a ruling shall not affect the validity of the remaining sections, which shall continue to be fully enforceable.
15. Conflict
In the event of any discrepancies between the terms of this Master Service Agreement and the Scope of Work (SOW), the stipulations outlined in the SOW will take precedence.
16. Written Notice
Email is an acceptable form of communication for all provisions of this Agreement.