1. Parties and purpose
This Master Services Agreement (the “MSA”) is between Jon-Andrew Martin, an individual operating as a sole proprietor at 602 Lampton Ln, McAlester, OK 74501, USA (“Developer”), and the client identified in a signed Statement of Work (the “Client”). It governs all web development services the Developer performs for the Client.
Each engagement requires a numbered Statement of Work (“SOW”) signed by both parties. The SOW identifies the project, deliverable IDs, caps, assumptions, milestones, dependencies, fees, payment schedule, acceptance test, and any term that differs from this MSA. This MSA is not itself an offer or quote; it binds for a project only when both parties execute a SOW referencing it. Quotes are valid 14 days.
2. Scope of work
The Developer performs only the services and produces only the deliverables described in the signed SOW, using reasonable care and skill. A SOW states which items are included and which are excluded. Features not described are not included because they would be useful, and work beyond a stated cap is a change order at the published add-on price.
The Client supplies timely access, content, decisions, approvals, technical information, and material for which the Client is responsible, and warrants it holds the rights to that material. Client-caused delay adjusts milestones without converting an estimate into a guarantee. A project dormant for 21 consecutive days may be paused and may carry a $150 restart fee.
3. Fees, invoices, and payment methods
The SOW states the total fee, currency, applicable taxes, milestones, and payment schedule. Unless the SOW states otherwise, a deposit is required before work begins and the balance is invoiced against milestones. Work begins only after the deposit has cleared. The deposit becomes non-refundable once work has commenced, per the Refund & Cancellation Policy.
Invoices are numbered and due on the stated date. Each invoice names the project reference, milestone, deliverable IDs, amount, currency, and due date. The invoice number is the required payment reference. Accepted methods are stated on the invoice and normally include ACH bank transfer and card; where card is offered the Developer absorbs the card-processing fee and the invoice amount is the amount due. Where a third-party payment page is used, that processor's terms govern the payment and this MSA governs the work. A payment is received only when cleared funds arrive, and a numbered receipt is issued.
Never rely on bank details from an email alone; confirm a changed detail by phone. See how payment works.
4. Cancellation
Either party may cancel on written notice. Earned milestones stay payable, and the cancellation fee in the Refund & Cancellation Policy applies by stage. Any prepaid amount above earned fees, the fee, and approved third-party cost is reconciled and refunded.
5. Late payment
If an undisputed invoice is unpaid past its due date, the balance accrues interest at 1.5% per month or the maximum lawful rate, whichever is lower, from the due date until paid. The Developer may pause work on an overdue undisputed amount after reasonable written notice, and may recover reasonable collection costs where the law allows.
Billing disputes must be raised in writing within seven (7) days of the invoice. Disputed amounts do not accrue interest while resolved in good faith; undisputed portions stay due.
6. Acceptance
Each milestone is delivered with its written definition-of-done checklist. The Client has five (5) business days to review against that checklist and return consolidated, actionable feedback, or to accept. A milestone is deemed accepted if no written non-conformity notice arrives inside the window, or on progression to the next milestone.
A material non-conformity is corrected and resubmitted with a fresh window. Acceptance adds no features. Each acceptance is recorded as a numbered acceptance record.
7. Changes
Either party may propose a change in writing. Before changed work starts, its effect on scope, deliverables, milestones, fees, and dates is recorded in a numbered change order. The Developer may pause affected work until a material change is agreed. Corrections that make work conform to the SOW are not chargeable changes.
8. Intellectual property
Client deliverables
On receipt of 100% of the final payment, the Developer assigns to the Client all right, title, and interest in original, project-specific deliverables for that project, subject to the retained developer IP below and to third-party licences in the SOW. Before final payment, supplied work is for review only and stays the Developer's property.
Developer IP retention
The Developer retains all right, title, and interest in pre-existing developer IP — core utilities, layout components, shaders, libraries, templates, processes, tools, concepts, and general know-how — whether created before or during the project, where reusable across projects and not project-specific. The Client receives a non-exclusive, perpetual, royalty-free licence to use that material only as incorporated in the delivered project and as necessary to use it.
Third-party material
Third-party software, open-source components, fonts, stock assets, APIs, and hosting stay subject to their own licences. The Developer grants no right it does not control.
9. Confidentiality and data
Each party uses the other's confidential information only for the engagement, protects it with reasonable care, and discloses it only to people who need it or where the law requires. The Client should not send passwords, payment-card data, or sensitive personal data unless the SOW and a suitable arrangement cover it. The privacy policy describes website data practices.
10. Warranties and limitations
The Developer warrants workmanlike performance. If a deliverable materially fails the SOW, the Client's remedy is a reasonable opportunity to correct or reperform the affected work. No warranty is given for search ranking, revenue, conversion rate, security certification, legal compliance of Client content, or uninterrupted operation.
To the maximum extent permitted by law, total liability under this MSA is capped at the fees actually paid for the project at issue. Nothing limits liability that cannot lawfully be limited.
11. Termination and handoff
Either party may terminate for uncured material breach on written notice and a reasonable cure period, or as the SOW provides. On termination the parties reconcile approved work, unpaid amounts, committed third-party costs, Client material, credentials, and deliverables due under the SOW and payment status. A handover index lists every project document by number.
12. Order of documents and governing law
On conflict, a signed amendment controls over the SOW, and the SOW controls over this MSA. Governed by Oklahoma law and applicable U.S. federal law, except where mandatory consumer-protection law provides otherwise.
Contact Jon-Andrew Martin, contact@jon-andrew.com, +1 (580) 843-3197. See also the support and maintenance terms, SOW template, and site terms.