These Terms of Service ("Agreement") govern all web design, development, search engine optimization, link acquisition, domain intelligence, and related digital services (collectively, "Services") provided by WebBricks ("Service Provider," "we," "us") to the client identified in a Statement of Work or proposal ("Client," "you").
By executing a Statement of Work, paying any invoice, or providing written confirmation of a project engagement, you acknowledge that you have read, understood, and agree to be bound by this Agreement in full. This Agreement supersedes all prior representations, negotiations, or discussions.
Each engagement is governed by a written Statement of Work ("SOW") which defines the scope of services, deliverables, timeline, and pricing. No work commences until an SOW is executed by both parties.
Any modifications to an executed SOW require written agreement from both parties before implementation. Requests for work outside the defined scope ("out-of-scope work") will be quoted separately and require a supplemental SOW or written change order before execution.
The Service Provider reserves the right to decline any project or terminate an engagement if the requested work conflicts with applicable law, platform policies, or the Service Provider's professional standards.
Web Development Engagements. A non-refundable commencement fee equal to 10% of the total project fee ("Commencement Fee") is due upon execution of the applicable SOW. This fee covers discovery, architecture planning, and initial build setup, and secures the Client's project slot in the production queue. The remaining 90% of the total project fee ("Balance") is due only upon the Client's written approval of the delivered work. No Balance invoice is issued prior to such approval.
SEO Retainers and Ongoing Services. Monthly retainer fees are invoiced in advance at the beginning of each service month. First-month deliverables are provided before the first retainer invoice is issued. Retainers are payable within 14 days of invoice date.
Late Payments. Balances unpaid more than 30 days from the due date accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is lower. The Service Provider reserves the right to suspend active services during periods of non-payment without liability for resulting delays.
Currency. All fees are quoted and payable in United States Dollars unless the SOW specifies otherwise.
Assignment upon Payment. Upon receipt of full payment, the Service Provider assigns to the Client all right, title, and interest in the custom code, design files, and deliverables created specifically for the Client under the applicable SOW ("Work Product"). This assignment includes all applicable intellectual property rights. The Client receives perpetual, irrevocable, worldwide ownership of the Work Product.
Pre-Existing Materials. The assignment above does not apply to materials, tools, frameworks, libraries, or methodologies that the Service Provider uses in delivering the Work Product but which exist independently of any engagement ("Pre-Existing Materials"), including but not limited to: open-source libraries incorporated under their respective licenses, the Service Provider's internal tooling, proprietary data infrastructure, or general development frameworks. Pre-Existing Materials are licensed to the Client on a non-exclusive, royalty-free basis solely for use with the delivered Work Product.
Third-Party Components. Open-source software incorporated into deliverables remains subject to its respective open-source license. The Service Provider will disclose all material third-party dependencies in the project documentation.
Portfolio Rights. Unless the Client requests confidentiality in writing prior to project completion, the Service Provider may reference the Client's name and describe the engagement in general terms in its portfolio, case studies, and marketing materials. The Service Provider will not publish proprietary business information, specific traffic data, or financial performance details without explicit written consent.
Commencement Fee Work. Work product produced during the commencement fee phase remains the property of the Service Provider if the Client terminates the engagement prior to executing a Balance payment.
The Client agrees to:
The SOW will specify the number of revision rounds included in the project fee. Revisions are defined as modifications to work within the originally agreed scope. Revisions that require new design direction, expanded functionality, or additional pages constitute out-of-scope work and will be quoted accordingly.
Upon delivery of the final work product, the Client has 10 business days to submit written approval or a consolidated list of revision requests. Absence of written communication within this period constitutes acceptance.
The Client's written approval triggers the Balance invoice and the production deployment process. Approval, once given, is final with respect to the approved deliverables.
No Ranking Guarantees. Search engine algorithms are operated by independent third parties (including Google LLC and Bing) over which the Service Provider has no control. The Service Provider does not guarantee specific keyword rankings, traffic volumes, or revenue outcomes. The Service Provider represents that all SEO services are performed using techniques consistent with major search engine guidelines as publicly published at the time of service delivery.
Algorithm Changes. Search engine algorithm updates may affect rankings of any website. The Client acknowledges that ranking fluctuations may occur and that such fluctuations do not constitute a failure to deliver Services unless caused directly by the Service Provider's gross negligence or willful misconduct.
Link Acquisition. Link acquisition services are executed within the scope of a written strategy document agreed upon at engagement start. The Service Provider does not guarantee the permanent availability of any placed link, nor specific placement volumes beyond those defined in the strategy document. If a link placement is removed within 90 days of the monthly report in which it was documented, the Service Provider will use commercially reasonable efforts to provide a replacement placement of equivalent authority at no additional charge.
Engagement Term. SEO retainer engagements require a minimum 90-day initial term. Following the initial term, engagements continue on a month-to-month basis and may be cancelled by either party without cause and without advance notice requirement. Fees accrued through the cancellation date remain payable.
Reporting. Monthly SEO retainers include a written performance report delivered within 5 business days of each month's end, documenting link acquisitions with verified live URLs, ranking movement on agreed target keywords, anchor text distribution status, and next-month strategy. The second installment of monthly fees is invoiced upon delivery of this report.
Each party agrees to maintain the confidentiality of the other party's non-public business information disclosed in connection with an engagement ("Confidential Information"), and not to disclose such information to third parties without prior written consent. This obligation survives termination of any engagement for a period of three (3) years.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party's information; or (d) is required to be disclosed by applicable law or court order, provided the receiving party gives prompt written notice to the disclosing party where legally permissible.
At the Client's request, the Service Provider will execute a separate mutual non-disclosure agreement prior to any engagement discussions.
The Service Provider represents and warrants that: (a) it has full authority to enter into this Agreement; (b) the Work Product will be original and, to the best of the Service Provider's knowledge, will not infringe any third-party intellectual property rights; (c) the Work Product will conform to the specifications set forth in the applicable SOW at the time of delivery.
THE SERVICE PROVIDER MAKES NO WARRANTIES BEYOND THOSE EXPRESSLY STATED HEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.
The Client warrants that: (a) it has full authority to enter into this Agreement; (b) all materials provided to the Service Provider are owned by or properly licensed to the Client; and (c) the Client's website and business operations comply with applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE PROVIDER'S TOTAL LIABILITY ARISING FROM OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS OF GOODWILL, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The foregoing limitations do not apply to: (a) either party's indemnification obligations; (b) damages arising from a party's gross negligence or willful misconduct; or (c) either party's breach of its confidentiality obligations.
The Client agrees to indemnify, defend, and hold harmless the Service Provider and its officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) the Client's breach of this Agreement; (b) the Client's use of the delivered Work Product in violation of applicable law; (c) any claim that Client-provided materials infringe a third party's intellectual property rights; or (d) the Client's business operations.
The Service Provider agrees to indemnify, defend, and hold harmless the Client from and against claims that the Work Product, as delivered, infringes a third party's intellectual property rights, provided that such indemnification shall not apply to any portion of the Work Product that incorporates Client-provided materials.
Termination for Convenience. Either party may terminate an ongoing retainer engagement with 30 days' written notice. The Client remains responsible for all fees for services delivered through the termination date.
Termination for Cause. Either party may terminate an engagement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 10 business days of receiving written notice of the breach.
Effect of Termination. Upon termination of a web development engagement prior to Balance payment: the Commencement Fee is non-refundable; the Client receives no assignment of intellectual property for work completed prior to termination; the Service Provider retains all such work product. Upon termination after Balance payment, all assignments set forth in Section 4 remain in full effect.
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions.
The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation for a period of 30 days before initiating formal proceedings.
Any dispute that cannot be resolved through negotiation shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in a mutually agreed location or, absent agreement, via remote proceedings. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.
Entire Agreement. This Agreement, together with any executed SOW, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.
Amendment. This Agreement may be modified only by a written document signed by authorized representatives of both parties.
Severability. If any provision of this Agreement is held unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that the Service Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
Force Majeure. Neither party will be liable for delays caused by circumstances beyond its reasonable control, including but not limited to natural disasters, government actions, internet infrastructure failures, or third-party platform outages, provided that the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.
Independent Contractor. The Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.
Notices. Notices under this Agreement must be in writing and delivered by email with confirmation of receipt, or by certified mail to the addresses specified in the applicable SOW.
Questions regarding these Terms may be directed to: [email protected]