Website Design & Services Agreement

[Placeholder. Drafted agreement pending review by an Ohio attorney, not final legal copy.]

Last Updated: August 2, 2026

This Website Design & Services Agreement (this “Agreement”) is entered into as of ________________(the “Effective Date”) between:

TN-Tech. Terence Hite, an individual doing business as TN-Tech, with a principal place of business at Available on request (“TN-Tech,” “we,” “us,” or “our”); and

Client. ________________________________________, located at ________________________________________ (“Client,” “you,” or “your”).

TN-Tech and Client are each a “Party” and together the “Parties.” This Agreement governs the website design, development, hosting, maintenance, and related services described in the Project Order attached as Exhibit A.

1. Services

1.1 TN-Tech will provide the services described in the Project Order attached as Exhibit A and incorporated into this Agreement by reference (the “Services”). The Project Order identifies the package selected, the agreed scope, the price, the payment schedule, and the estimated timeline.

1.2 Any page, feature, integration, functionality, content creation, revision, hosting, or other work not expressly described in the Project Order is outside the agreed scope and may require an additional fee.

1.3 TN-Tech will notify Client of any material change to the scope and will obtain Client's written approval before performing additional billable work. Email approval satisfies this requirement.

1.4 This Agreement covers website design and development services only. On-site or remote information-technology services (including hardware repair, device setup, networking, and troubleshooting) are not covered by this Agreement and require a separate work order.

2. Packages and Pricing

2.1 TN-Tech's standard packages, as of the Effective Date, are summarized below. The package selected by Client, and the actual price and payment schedule for this project, are stated in Exhibit A and control over this summary.

2.2 Founding rates are promotional and apply only to the one-time website build packages expressly marked as such in Exhibit A. Founding rates do not apply to Care Plan pricing under any circumstance; Care Plans are always billed at the standard monthly rate stated in Exhibit A, regardless of when Client's website was built or whether Client holds a founding rate on a build package.

2.3 Prices stated as “starting at” are minimums. The final project price is fixed in Exhibit A before work begins.

3. Payment Terms

3.1 Deposit. Where a deposit is required, TN-Tech will not begin project work until the deposit has been received. At the time of the initial deposit, and for each subsequent payment, TN-Tech will provide Client with a dated written receipt stating the services to which the payment applies, the total price, the amount paid, the remaining balance, whether the payment is refundable and under what conditions, and any additional costs.

3.2 Invoices. Invoices are due on receipt unless the invoice states otherwise.

3.3 Late payment. Balances unpaid more than fifteen (15) days after the due date accrue a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by Ohio law if lower. TN-Tech may suspend work and services on any account more than thirty (30) days past due, after giving Client written notice and a reasonable opportunity to cure.

3.4 Withholding of deliverables. Final website files, administrative credentials, domain transfers, and launch may be withheld until the project balance is paid in full.

3.5 Chargebacks. If Client initiates a chargeback or payment reversal for work performed in accordance with this Agreement, Client remains responsible for the disputed amount and any fees TN-Tech incurs as a result. This does not limit any right Client has under applicable law or under Section 9 of this Agreement.

4. Timeline, Client Materials, and Delays

4.1 Timelines stated in Exhibit A are estimates measured in business days from the later of (a) receipt of the required deposit and (b) receipt of all Client materials reasonably necessary to begin work.

4.2 Client will provide, in a timely manner, the text, images, logos, business information, account access, approvals, and other cooperation reasonably necessary to complete the project.

4.3 Delays caused by Client's failure to provide required materials, information, approvals, or access extend the project timeline accordingly and do not constitute a breach by TN-Tech.

4.4 Project abandonment. If Client fails to respond to TN-Tech's written requests for materials or approvals for sixty (60) consecutive days, TN-Tech may treat the project as inactive and suspend it. TN-Tech will send written notice before doing so. Reactivating a suspended project may require a reactivation fee not exceeding ten percent (10%) of the project price.

4.5 Extended delay. If TN-Tech accepts payment and eight (8) weeks elapse without delivery of the ordered Services for reasons within TN-Tech's control, TN-Tech will, at Client's option, either advise Client of the expected duration of the delay and refund amounts paid within two (2) weeks of Client's request, or continue performance on a revised schedule agreed by Client.

5. Revisions and Approval

5.1 The number of revision rounds included is stated in the applicable package description and in Exhibit A. A “revision round” means one consolidated set of requested changes delivered by Client at one time.

5.2 Additional revision rounds, or changes outside the agreed scope, may be billed at TN-Tech's then-current hourly rate as stated in Exhibit A.

5.3 Client is responsible for reviewing and approving the website before launch. Written approval (including by email) constitutes Client's acceptance of the website as delivered.

5.4 After final approval, further changes are treated as maintenance or additional work and may incur additional fees, unless covered by an active Care Plan.

5.5 Design guarantee.If Client is not satisfied with the initial design concept, TN-Tech will provide additional design concepts, at no additional charge and distinct from the revision rounds described in Section 5.1, up to the following allowance: one (1) additional concept for Hobby, two (2) for Starter, three (3) for Standard, and the number stated in Exhibit A for Custom projects. A design concept reflects a materially different design direction, not an adjustment to an already-delivered concept. The design guarantee is available only before Client's written approval under Section 5.3; once Client approves a design, further changes are governed by Sections 5.1 and 5.2.

6. Intellectual Property

6.1 Client materials. Client retains ownership of all materials it provides, including logos, branding, photographs, graphics, written copy, product and business information, and trademarks. Client grants TN-Tech a non-exclusive license to use, modify, reproduce, and incorporate those materials solely as necessary to perform the Services. Client represents that it holds the rights necessary to provide those materials and to authorize their use.

6.2 Before final payment. Until the project price has been paid in full, TN-Tech retains ownership and control of the website deliverables created for the project, and may withhold publication, transfer, and delivery of files and credentials.

6.3 Upon final payment. Upon TN-Tech's receipt of final payment, TN-Tech assigns to Client all right, title, and interest in the custom design, layout, page content, and configuration created specifically for Client's website, together with a perpetual, worldwide, non-exclusive, royalty-free license to use any TN-Tech Retained IP embedded in the delivered website, solely as part of that website.

6.4 TN-Tech Retained IP. TN-Tech retains all right, title, and interest in its pre-existing and general-purpose intellectual property (“TN-Tech Retained IP”), including:

• reusable source code, components, libraries, and scripts;
• frameworks, boilerplates, starter projects, and development systems;
• templates, design systems, and layout patterns;
• build tooling, deployment configurations, and internal processes;
• techniques, methods, and know-how.

Payment for a website does not transfer ownership of TN-Tech Retained IP. TN-Tech may reuse TN-Tech Retained IP and general-purpose code and techniques on other projects, provided it does not disclose Client's confidential information or reuse Client's distinctive branding.

6.5 Third-party components. Websites may incorporate open-source or licensed third-party components governed by their own license terms, which pass through to Client.

7. Hosting, Domains, and Third-Party Services

7.1 Domain ownership. Client owns its domain name. Where TN-Tech assists with registration, Client will be listed as the registrant or beneficial owner wherever reasonably possible. Client is responsible for maintaining accurate registration information and a valid payment method for renewal unless domain management is expressly included in an active Care Plan.

7.2 Hosting without a Care Plan. Unless Client is enrolled in an active Care Plan, hosting will be established in Client's own name and account, and Client is solely responsible for hosting fees, renewals, credentials, and configuration.

7.3 Hosting under a Care Plan. Where Client is enrolled in an active Care Plan that includes hosting, TN-Tech may host the website within TN-Tech's hosting account. Client's website content and data remain Client's property. On termination of the Care Plan for any reason, TN-Tech will, upon request, provide Client with a complete export of the website files and content and will cooperate for thirty (30) days to migrate the website to an account controlled by Client. TN-Tech will not delete Client's website data during that thirty-day window.

7.4 Client responsibilities after completion. Except as covered by an active Care Plan, Client is responsible for the ongoing operation of the website, including domain and hosting renewal, email service, third-party subscriptions, credentials, DNS configuration, content updates, backups, security updates, and monitoring of forms, email delivery, and analytics. TN-Tech may assist with these as a paid service.

7.5 Third parties. Websites may depend on third-party services including hosting providers, domain registrars, email and messaging providers, analytics platforms, mapping services, fonts, and APIs. TN-Tech does not control these providers and does not guarantee their availability, pricing, policies, security, or continued operation. Changes, outages, or price increases by a third-party provider may require website modifications or additional charges.

7.6 Failure to renew. TN-Tech is not responsible for loss of a domain, website, or email service resulting from Client's failure to renew a domain, hosting account, or third-party service that Client is responsible for maintaining.

8. Care Plan

8.1 A Care Plan, if purchased, provides hosting, SSL certificate provisioning, software and dependency updates, uptime monitoring, backups, and the number of content edits per month stated in Exhibit A.

8.2 Care Plans are month-to-month and billed in advance. Either Party may cancel on thirty (30) days' written notice. Fees already paid for the current month are not refundable on cancellation, and Client retains service through the end of the paid period.

8.3 Included content edits do not roll over between months. Requests exceeding the included allotment, or requiring new pages, redesign, or new functionality, are quoted separately.

8.4 Except where a Care Plan is in effect, TN-Tech has no ongoing obligation to maintain, monitor, update, or support the website after project completion.

9. Cancellation and Refunds

9.1 No refund for design dissatisfaction. Except as required by applicable law, as provided in Section 4.5 (Extended delay), or as otherwise agreed by TN-Tech in writing, deposits and other amounts paid toward a Project Order are non-refundable once TN-Tech has begun work. This applies to all packages, including Hobby, Starter, Standard, and Custom.

9.2 Design guarantee in place of refund. Client's remedy for dissatisfaction with the initial design direction is the design guarantee described in Section 5.5, not a refund of amounts paid.

9.3 Where a refund is due under this Section, applicable law, or Section 4.5, it will be issued to the original payment method within fourteen (14) days of TN-Tech's determination that a refund is due.

9.4 Nothing in this Section limits any right of cancellation Client may have under applicable law, including the notice of cancellation attached as Exhibit B where that notice applies.

10. No Guarantee of Results

10.1 TN-Tech does not guarantee any specific search engine ranking or indexing, amount of website traffic, number of inquiries, conversion rate, volume of sales, revenue, profit, advertising performance, or business growth.

10.2 Search optimization, analytics, and performance work are intended to improve a website's technical foundation and usability. Search engines and third-party platforms control their own ranking and indexing decisions.

11. Availability, Security, and Compliance

11.1 TN-Tech will use commercially reasonable efforts to build and, where contracted, maintain the website in accordance with the agreed scope.

11.2 TN-Tech does not guarantee uninterrupted availability, or that the website will be free of errors, vulnerabilities, outages, or third-party failures. TN-Tech is not responsible for failures caused by hosting providers, registrars, third-party services, unauthorized access not resulting from TN-Tech's negligence, or modifications made by Client or others.

11.3 Unless expressly included in the scope, Client is responsible for determining and maintaining the legal and regulatory requirements applicable to its business and website, including privacy policies, terms of service, accessibility obligations, industry-specific regulations, advertising rules, and licensing. TN-Tech does not provide legal advice, and nothing TN-Tech delivers constitutes a representation that the website complies with any particular law or standard.

12. Portfolio Use and Attribution

12.1 TN-Tech may display the completed website and identify Client as a client for portfolio, promotional, and business-development purposes, unless Client opts out in writing. TN-Tech will not disclose Client's confidential information for these purposes.

12.2 Completed websites include a discreet “Built by TN-Tech” credit in the footer. TN-Tech will remove this credit at no charge upon Client's written request.

13. Term and Termination

13.1 This Agreement begins on the Effective Date and continues until the project is completed and paid in full, or until terminated as provided below. Care Plan terms continue for as long as the Care Plan remains active.

13.2 Either Party may terminate a project on written notice. If Client terminates after work has begun, Client remains responsible for amounts due for work performed and approved expenses incurred through the effective date of termination, subject to Section 9 and applicable law.

13.3 Either Party may terminate for material breach if the breaching Party fails to cure within fifteen (15) days after written notice describing the breach.

13.4 On termination, and provided all amounts due for work performed have been paid, TN-Tech will deliver to Client the work product completed as of the termination date, in the form then existing, together with Client's materials and any credentials held on Client's behalf.

13.5 Sections 6, 9, 10, 11, 14, 15, 16, and 17 survive termination.

14. Limitation of Liability

14.1 To the maximum extent permitted by applicable law, neither Party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, arising out of or relating to this Agreement, even if advised of the possibility of such damages.

14.2 To the maximum extent permitted by applicable law, TN-Tech's total aggregate liability arising out of or relating to a project will not exceed the total amount actually paid by Client to TN-Tech for that project in the twelve (12) months preceding the event giving rise to the claim.

14.3 Consumer clients. If Client is a consumer client, the limitations in this Section apply only to the extent permitted by Ohio law. Nothing in this Agreement limits or waives any right or remedy available to a consumer under the Ohio Consumer Sales Practices Act (Ohio Revised Code Chapter 1345) or any other applicable consumer-protection law, and nothing in this Agreement excludes liability for fraud, willful misconduct, or personal injury caused by negligence.

15. Indemnification

15.1 Client will defend, indemnify, and hold harmless TN-Tech from third-party claims arising out of content, materials, instructions, products, services, or business practices supplied or directed by Client, including claims of copyright or trademark infringement, defamation, false advertising, or violation of privacy or consumer-protection law, except to the extent caused by TN-Tech's own negligence or unlawful conduct.

15.2 TN-Tech will defend, indemnify, and hold harmless Client from third-party claims that the custom work product created by TN-Tech, as delivered and used as intended, infringes a United States copyright or trademark, except to the extent the claim arises from Client materials or Client's modifications.

16. Force Majeure

Neither Party is responsible for delay or failure to perform caused by circumstances beyond its reasonable control, including severe weather, natural disaster, fire, illness, infrastructure or internet failure, third-party service outage, cyberattack, labor disruption, or government action. The affected Party will notify the other promptly and resume performance as soon as reasonably practicable.

17. Governing Law, Venue, and Disputes

17.1 This Agreement is governed by the laws of the State of Ohio, without regard to its conflict-of-law principles.

17.2 The Parties will attempt in good faith to resolve any dispute informally before filing suit. Either Party may request a single good-faith discussion, in person, by telephone, or by video, before commencing litigation.

17.3 Any action arising out of or relating to this Agreement will be brought exclusively in the state courts located in Stark County, Ohio, and each Party consents to the jurisdiction and venue of those courts. Either Party may bring a qualifying claim in the small claims division of a court of competent jurisdiction in Stark County, Ohio.

17.4 Each Party bears its own attorneys' fees and costs, except where an award of fees is authorized by statute.

18. General

18.1 Independent contractor. TN-Tech performs the Services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

18.2 Notices. Notices must be in writing and are effective when sent to the email addresses stated in Exhibit A, or when delivered to the mailing addresses stated above.

18.3 Assignment. Neither Party may assign this Agreement without the other's written consent, except that TN-Tech may assign this Agreement in connection with a reorganization of its business, including conversion to a limited liability company, on written notice to Client.

18.4 Entire agreement. This Agreement, together with Exhibit A and any exhibit expressly incorporated, is the entire agreement between the Parties regarding the Services and supersedes prior discussions and proposals. Where this Agreement conflicts with TN-Tech's published website terms, this Agreement controls.

18.5 Amendment. Modifications must be in writing and approved by both Parties. Email confirmation by both Parties satisfies this requirement.

18.6 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect and the invalid provision will be enforced to the greatest extent permitted by law.

18.7 Waiver. A Party's failure to enforce a provision is not a waiver of its right to enforce it later.

18.8 Counterparts and electronic signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

19. Acknowledgment and Signatures

By signing below, each Party acknowledges that it has read, understood, and agreed to this Agreement, including Exhibit A.

The signature block, Exhibit A (Project Order), and Exhibit B (Notice of Cancellation) are omitted from this reference copy. They are completed with your project's specific details as part of onboarding. Questions about this agreement can be directed to Contact us or Contact us.

Template prepared for TN-Tech. Review with an Ohio attorney before publishing. Not legal advice.