Client Services Agreement

1. How this Agreement and your Proposal fit together

Each Proposal describes the work, deliverables, timeline estimate and prices for that engagement. This Agreement governs everything else. If a Proposal and this Agreement conflict, this Agreement controls unless the Proposal expressly says it overrides a specific section of this Agreement.

A Proposal becomes binding when you accept it online (or sign it another way) and we begin work. Timelines in a Proposal are good-faith estimates, not deadlines, and time is not of the essence unless the Proposal states a firm date and expressly says so.

This is an agreement for professional services. Websites, software and other deliverables are produced through those services; the parties do not intend this Agreement to be a sale of goods under Article 2 of the Uniform Commercial Code.

2. Scope and changes

We will perform the Services described in the accepted Proposal. Anything not listed there is outside the scope, including additional pages, features, integrations, revisions beyond the rounds stated, content writing, data entry, migrations, training and third-party costs, unless the Proposal says otherwise.

You may request changes at any time. We will tell you in writing (email is enough) what the change adds to the price and timeline. A change becomes part of the work only after you approve it in writing, including by email, the client portal, or accepting an updated Proposal. Approved changes are billed as quoted; work you ask us to do without a quote is billed at our then-current hourly rate.

3. Your responsibilities

You agree to provide, on time: content, images, logins, approvals, feedback and access to the accounts and people we need; one decision-maker who can approve work for you; and accurate information. You will review deliverables and respond to questions within five (5) business days.

Our timeline depends on your timely cooperation. Delays on your side extend the timeline day for day and may require rescheduling. If a project is paused for more than thirty (30) days because we are waiting on you, we may close it out and invoice the work completed to date; restarting it is scheduled as availability allows and may be quoted as new work.

You are responsible for backing up your own content and keeping copies of the materials you give us, and for the security of the passwords and accounts you control.

4. Fees, invoices and late payment

You agree to pay the prices in the accepted Proposal and any approved changes, plus applicable sales and use taxes. Invoices are delivered by email and payable in your client portal by card or bank transfer. Unless an invoice states otherwise, payment is due fifteen (15) days after the invoice date.

Deposits and milestone payments are earned when paid and secure our schedule for your project; they are non-refundable once work has started. Fees for work performed are not refundable.

Balances not paid when due accrue a late charge of 1.5% per month (18% per year) or the highest rate allowed by law, whichever is less. If an invoice is more than fifteen (15) days past due, we may pause all work, hosting we provide, and recurring services after giving you notice by email, until your account is current; restoring paused services may carry a reasonable reactivation fee. A pause does not affect your domain names, your own accounts, or your right to an export of your own data. You agree to pay our reasonable costs of collecting overdue amounts, including collection agency fees, court costs and reasonable attorney fees, to the extent allowed by law.

If you believe an invoice is wrong, please tell us in writing within fifteen (15) days of the invoice date and describe the issue, so we can correct any error quickly; you must still pay any undisputed portion on time. You agree to contact us and give us a chance to resolve any billing concern before disputing a charge with your bank or card issuer. Filing a chargeback for Services that were performed, without first raising the issue with us, is a breach of this Agreement, and you remain responsible for the amount plus any chargeback fees.

5. Monthly and other recurring services

Recurring services (such as hosting, maintenance, care plans, support and software subscriptions) are billed in advance at the price in your Proposal, on the schedule shown, by automatic payment to the card or bank account you save in your client portal. They begin on the date stated in the Proposal or, if none, when monthly billing is set up, and renew automatically for successive periods of the same length until canceled.

If a Proposal states a minimum term for a recurring service (for example, twelve months), it is shown next to the price and you agree to pay for that term; otherwise there is no minimum term. For services billed yearly, we will email you a reminder 25 to 40 days before each renewal.

You may cancel a recurring service at any time from your client portal or by emailing us. Cancellation takes effect at the end of the period already paid; you will not be charged again, and partial periods are not refunded. We may change the price of a recurring service with at least thirty (30) days' notice by email; the new price applies from your next billing period after that notice, and you may cancel before it takes effect.

If an automatic payment fails, we will notify you and retry. Services may be paused if payment is not made within fifteen (15) days of the failed charge.

6. Review, acceptance and launch

When we deliver a deliverable or a milestone for review, you have ten (10) business days to test it and tell us in writing of any way it does not materially match the Proposal. We will correct those items and redeliver. A deliverable is complete (accepted) when you approve it, when the review period passes without a written list of material issues, or when you use it in your business or ask us to launch it, whichever comes first. Acceptance marks when the work is complete for invoicing and starts the fix period below.

Feedback that asks for something different from what the Proposal describes is a change request (see Scope and changes), not a defect.

7. Who owns what

Custom work. Upon our receipt of payment in full for a Proposal, we assign to you our rights in the custom designs, code and content we created specifically for you under that Proposal (the "Custom Work"). Until you have paid in full, we own the Custom Work and you have a limited, revocable license to review it; we may withhold delivery, launch, transfer of code or files, and administrative access until payment is complete.

Our tools. We keep all rights in our pre-existing and generally applicable materials, including our frameworks, components, templates, libraries, back-office and portal modules, code generators, processes, methods and know-how, and improvements to them ("Decrypted Tech Materials"). To the extent Decrypted Tech Materials are part of what we deliver to you, we grant you, upon payment in full, a perpetual, non-exclusive, non-transferable (except with your business) license to use them as part of your deliverables. We may reuse Decrypted Tech Materials and general know-how for other clients, but we will not reuse your confidential information, branding or content.

Third-party and open-source components, fonts, images, plugins and services remain owned by their providers and are licensed to you under their own terms, which you agree to follow.

Your materials. You keep ownership of everything you provide to us. You grant us a license to use, copy and modify your materials as needed to perform the Services.

AI-assisted work. Some deliverables may be created with the help of AI tools. We assign whatever rights we have in them along with the Custom Work, but we make no promise that AI-assisted material is protectable by copyright or exclusive to you.

Domains and accounts. Domain names and third-party accounts are registered in your name where practical. When we hold logins to your accounts, we hold them only to perform the Services for you.

Showing our work. Unless you ask us in writing not to, we may identify you as a client and show non-confidential portions of the work in our portfolio and marketing.

8. Your content and your legal compliance

You represent that you own or have permission to use all content, images, trademarks, data and materials you provide or ask us to use, and that they do not infringe anyone's rights or violate any law. We may remove or decline to use material we reasonably believe infringes someone's rights. Stock images, fonts and other assets we license for your project are for your use only under the provider's license.

You decide what information your website and software collect, what notices and consent language your forms show, and how you use leads and customer information (including calls, texts and emails). We implement the consent language and settings you approve, and we process personal information in your systems only on your instructions and to perform the Services.

You are responsible for your business and for how your website, software, forms, emails, payments and data practices comply with the laws that apply to you, including privacy and data-protection laws, consumer-protection and marketing laws (such as the TCPA and CAN-SPAM), payment-card rules, industry regulations, and accessibility laws such as the Americans with Disabilities Act. We follow reasonable accessibility and security practices in our work, but unless a Proposal expressly includes an accessibility audit or certification, we do not represent that your site or software conforms to WCAG or any accessibility standard, and you are responsible for your content and for ongoing compliance. Privacy policies, terms and other legal text we may supply or place are templates for your attorney's review, not legal advice.

9. Third-party services

Your project may depend on services we do not control, such as hosting and cloud providers, domain registrars, payment processors, email delivery, mapping, analytics, AI model providers and other software you use. Those services are provided under their own terms and pricing, which can change. We are not responsible for their outages, errors, security incidents, changes, pricing, account suspensions or discontinuation, and any work needed to adapt to such changes is outside the scope unless covered by your recurring plan.

10. AI features

Features that use artificial intelligence (such as assistants, chat, drafting, summaries and lead scoring) generate output that can be incomplete, inaccurate or inappropriate. They are designed to assist your people. You are responsible for approving how AI features are set up (including their instructions and the information they draw on), for reviewing AI output before relying on it or sending it to customers, for anything an AI feature tells your customers, for decisions made using AI output, for giving customers a way to reach a person, and for disclosing your use of AI where the law requires. AI output is not professional, legal, medical, financial or engineering advice, and you will not present it as such. We do not guarantee any particular AI output.

AI providers process inputs under their own terms. Where the provider offers it, we use settings that do not allow the provider to train its models on your data.

11. Hosting, security and data

When we host or maintain your site or software, we use commercially reasonable measures to protect it and keep it available, and we keep routine backups where your plan includes them. No system is completely secure or available at all times. We do not guarantee uninterrupted or error-free operation, and except as stated in your Proposal, your remedy for loss or corruption of data is our reasonable effort to restore it from the most recent backup available to us.

When an engagement ends and your account is paid in full, we will, on request within sixty (60) days, provide a copy of the Custom Work and an export of your data in a commonly used format. Whether or not a balance is owed, we will provide an export of the data that belongs to you on request. After those sixty (60) days we may delete project files and data we hold. Migration, transition and setup help are available at our then-current rates.

You will give us access through individual accounts where possible, remove access you no longer want us to have, and keep the credentials you control secure. We will use reasonable measures to protect the credentials and access you give us.

12. Fix period and warranty disclaimer

For thirty (30) days after launch (or after acceptance, if it is not launched), we will fix, at no charge, any failure of the Custom Work to function materially as described in the Proposal that you report to us in writing during that period. This does not cover issues caused by changes made by you or others, third-party services, hosting we do not manage, browsers or devices released after delivery, or misuse. Fixing the work is your sole and exclusive remedy for a breach of this commitment; if we cannot fix a reported defect within a reasonable time, we will refund the fees you paid for the defective deliverable, which is then your sole remedy.

EXCEPT FOR THE COMMITMENT IN THE PARAGRAPH ABOVE, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, DECRYPTED TECH DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND WORKMANLIKE PERFORMANCE, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.

We do not promise any particular business result, including search rankings, traffic, leads, sales, savings or revenue, and any estimates we discuss are illustrations, not guarantees.

13. Limitation of liability

EXCEPT FOR YOUR OBLIGATIONS TO PAY FEES AND YOUR INDEMNITY OBLIGATIONS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF DATA OR GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, DECRYPTED TECH'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, UNDER ANY THEORY (CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNTS YOU PAID US UNDER THE PROPOSAL GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

These limits apply under every legal theory (contract, tort, warranty, statute or otherwise), are an essential part of the bargain, and are reflected in our prices. They apply even if a remedy fails of its essential purpose. They do not limit liability for fraud, willful misconduct or gross negligence, or any other liability that cannot be limited under applicable law.

14. Your indemnity

You will defend, indemnify and hold harmless Decrypted Tech and its owners, employees and contractors from and against all third-party claims, and the resulting losses, damages, fines, settlements, costs and reasonable attorney fees, arising out of or related to: (a) content, data, trademarks or materials you provide or ask us to use; (b) your products, services, business operations, or dealings with your customers; (c) your website's or software's compliance with laws, including accessibility, privacy, marketing and consumer-protection laws, except to the extent the claim is caused by our failure to perform work expressly required by the Proposal; (d) your use or configuration of AI features or third-party services; or (e) your breach of this Agreement. We will let you know about a claim promptly (a delay only reduces your obligation to the extent it actually harms your defense), let you control the defense with counsel reasonably acceptable to us, and cooperate at your expense; you may not settle a claim in a way that admits fault on our behalf or imposes obligations on us without our consent.

15. Ending an engagement

You may end a project for any reason with written notice. You then pay for all work performed through the date of notice (at the Proposal's prices for completed milestones and our then-current hourly rate for work in progress), approved expenses, and non-cancellable commitments we made for you, less amounts already paid; deposits are not refunded.

We may end or suspend a project or service with written notice if you fail to pay within fifteen (15) days after a past-due notice, materially breach this Agreement and do not cure it within ten (10) days of notice, use the Services unlawfully or abusively, or are abusive or threatening toward our team. Recurring services end as described in the Monthly and other recurring services section.

Sections that by their nature should survive (including fees owed, ownership, your content and compliance, warranty disclaimer, limitation of liability, indemnity, confidentiality and disputes) survive the end of this Agreement.

16. Confidentiality

Each of us will keep the other's non-public business, technical and customer information confidential, use it only for the Services, and protect it with reasonable care, except information that is public through no fault of the receiver, already known to or independently developed by the receiver, or required to be disclosed by law (with notice where allowed). Our pricing, proposals and Decrypted Tech Materials are our confidential information. These duties last for three (3) years after the last engagement ends, and for as long as the information remains a trade secret or a password, key or other credential.

17. Our relationship

We are an independent contractor. We decide how, when and by whom the work is performed, and we may use qualified U.S.-based employees and contractors, who are bound by confidentiality obligations. Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship.

You confirm that you are accepting this Agreement for business or professional purposes, not personal, family or household purposes.

18. Disputes, governing law and venue

If a dispute arises, we each agree to tell the other in writing and to try in good faith to resolve it by talking for thirty (30) days before starting a lawsuit. This step is meant to settle things quickly; it does not waive, shorten or forfeit anyone's claims, and either of us may seek urgent court relief to protect intellectual property or confidential information at any time.

This Agreement is governed by the laws of the State of Oklahoma, without regard to its conflict-of-laws rules. Except for claims that qualify for small claims court and actions by Decrypted Tech to collect amounts owed (which may be brought in any court with jurisdiction), any lawsuit arising out of or related to this Agreement or the Services must be brought exclusively in the state or federal courts serving the county in Oklahoma where Decrypted Tech's principal office is located, and both of us consent to the personal jurisdiction of those courts and waive any objection to venue there.

Claims may be brought only in an individual capacity, not as a plaintiff or class member in any class, collective or representative action, to the extent permitted by law. In any action to collect amounts owed, you will pay our reasonable collection costs and attorney fees; in any other lawsuit about this Agreement, the prevailing party may recover its reasonable attorney fees and costs.

19. General terms

Electronic signatures. You agree that accepting a Proposal online, including checking boxes, typing your name, drawing a signature and entering initials, is your legally binding electronic signature under the federal E-SIGN Act and the Oklahoma Uniform Electronic Transactions Act, and that we may deliver this Agreement, Proposals, invoices and notices electronically. We keep a record of each acceptance, including the date and time, the exact Proposal and Agreement version, and the device information sent by your browser.

Notices. Notices may be sent by email to the addresses on your account or Proposal and to our business email, and are effective when sent.

Changes to this Agreement. We may publish updated versions of this Agreement. A new version applies to Proposals you accept after it is published. For recurring services already in place, a new version takes effect thirty (30) days after we email you notice of it, unless you cancel before then.

Force majeure. Neither of us is responsible for delays or failures caused by events beyond reasonable control, such as natural disasters, severe weather, fire, power, utility or internet failures, cyberattacks, outages or changes by hosting, cloud, payment, AI or other third-party providers, labor shortages, epidemics and pandemics, war, terrorism, civil unrest, or government action; this does not excuse payment of amounts owed.

Hiring our team. Our people are central to how we serve you. If, during an engagement or within twelve (12) months after it ends, you hire or engage (directly or through another company) any Decrypted Tech employee or contractor who worked on your project, you will pay us a placement fee equal to twenty-five percent (25%) of that person's first-year compensation, to the extent permitted by applicable law.

Entire agreement; order; severability; waiver; assignment. This Agreement and your accepted Proposals are the entire agreement about the Services and replace prior discussions. Your purchase orders or other terms do not apply. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. Not enforcing a provision is not a waiver. You may not assign this Agreement without our written consent, except to a successor of your whole business that agrees to it in writing; we may assign it to an affiliate or successor. Headings are for convenience only.