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”). This MSA governs all web development services performed by the Developer for the Client.
Each engagement requires a written Statement of Work (the “SOW”) signed by both parties. The SOW identifies the project, deliverables, assumptions, milestones, dependencies, fees, payment schedule, and any terms that differ from this MSA. This MSA is not itself an offer, quote, or commitment to perform any specific project; it becomes binding for a project when both parties execute a SOW referencing it.
2. Scope of work and services
The Developer will perform only the services and produce only the deliverables described in the signed SOW, using reasonable care and skill. The SOW states whether work includes strategy, design, development, content entry, integrations, testing, deployment, training, or other items. Features not described in the SOW are not included merely because they would be useful to the project.
The Client will provide timely access, content, decisions, approvals, technical information, and materials for which the Client is responsible. The Client represents that it has the rights and permissions necessary for materials it supplies. Client-caused delays in dependencies may adjust milestones without converting an unagreed deadline into a guarantee.
3. Deposits and payment schedules
The SOW states the total fee, currency, any applicable taxes, and the payment schedule. Unless the SOW states otherwise, a non-refundable deposit is required before work begins, and the remaining balance is invoiced against defined milestones. Work begins only after the initial deposit has cleared.
Payments are processed through Stripe or another agreed method. Invoices are due on the date stated in the invoice or SOW. The Developer may pause work on any overdue undisputed amount after reasonable written notice, subject to any limitation imposed by applicable law.
4. Late payment
If any undisputed invoice is not paid by its due date, the unpaid balance accrues interest at a rate of one-and-one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, calculated from the due date until payment in full. The Developer may also recover reasonable costs of collection to the extent permitted by law.
The Client should raise any billing dispute in writing within seven (7) days of receiving an invoice. Disputed amounts do not accrue interest while the dispute is being resolved in good faith; undisputed portions remain due.
5. Acceptance testing
Upon delivery of a milestone, the Client has a period of five (5) business days (the “Acceptance Window”) to review the deliverable against the SOW and provide consolidated, actionable feedback. A milestone is deemed accepted if the Client does not provide written notice of non-conformity within the Acceptance Window.
If the Client identifies a material non-conformity within the Acceptance Window, the Developer will correct the affected work and resubmit it, and a new Acceptance Window applies to the corrected deliverable. Acceptance of a milestone does not add features outside the SOW.
6. Changes
Either party may propose a change in writing. Before a change is performed, the parties will record its effect on scope, deliverables, milestones, dependencies, fees, and payment dates in a signed change order or amendment. The Developer may pause affected work until a material change is agreed. Corrections required to make work conform to the SOW are not chargeable changes.
7. Intellectual property
Client deliverables
Upon receipt of one hundred percent (100%) of the final payment for a project, the Developer assigns to the Client all right, title, and interest in the original, project-specific deliverables created for that project, subject to the Developer IP retention below and to any third-party licenses identified in the SOW. Before full final payment, supplied work is for review only and remains the property of the Developer.
Developer IP retention
The Developer retains all right, title, and interest in Pre-existing Developer IP, which includes core utilities, layout components, dynamic shaders, libraries, templates, processes, tools, concepts, and general know-how, whether created before or during the project, that are reusable across projects and are not project-specific deliverables. The Client receives a non-exclusive, perpetual, royalty-free license to use any Pre-existing Developer IP only to the extent it is incorporated into the delivered project, as necessary for the Client to use the project.
Third-party materials
Third-party software, open-source components, fonts, stock assets, APIs, and hosting remain subject to their own licenses and terms. The Developer grants no rights it does not control.
8. Confidentiality and data
Each party will use the other party's confidential information only for the engagement, protect it with reasonable care, and disclose it only to persons who need it for the agreed work or as required by law. The Client should not provide passwords, payment-card data, or sensitive personal data unless the SOW and an appropriate security arrangement cover it. The privacy policy describes the website's data practices.
9. Warranties and limitations
The Developer warrants that the services will be performed in a professional and workmanlike manner. If a deliverable materially fails to conform to the SOW, the Client's remedy is a reasonable opportunity for the Developer to correct or reperform the affected work.
Except as expressly stated, the Developer makes no warranty of a particular search ranking, revenue, conversion rate, security certification, legal compliance of Client content, or uninterrupted operation. To the maximum extent permitted by law, the Developer's total liability under this MSA shall not exceed the fees actually paid for the project at issue. Nothing limits liability that cannot lawfully be limited.
10. Termination and handoff
Either party may terminate an engagement for uncured material breach upon written notice and a reasonable cure period, or as the SOW provides. Upon termination, the parties will reconcile approved work, unpaid amounts, committed third-party costs, Client materials, access credentials, and any deliverables to which the Client is entitled under the SOW and payment status.
11. Order of documents and governing law
In the event of conflict, a signed amendment controls over the SOW, and the SOW controls over this MSA. This MSA is governed by the laws of the State of Oklahoma and applicable United States federal law, except where mandatory consumer-protection law provides otherwise.
For questions, contact Jon-Andrew Martin at contact@jon-andrew.com or +1 (424) 379-7477. See also the support and maintenance terms and the site terms of service.