1. Parties
This Master Services Agreement ("Agreement") is entered into between:
APEIRON, a web design agency ("Service Provider")
AND
The Client ("Client")
2. Scope of Work
The Service Provider agrees to provide web design, development, and related services as detailed in the Statement of Work (SOW) or Estimate attached to this Agreement. Any work outside the defined scope requires a written change order signed by both parties.
3. Payment Terms
Payment shall be made as follows:
- 50% deposit upon signing this Agreement
- Remaining balance due on delivery of final deliverables
- Net-30 payment terms for invoiced amounts
Late payments will incur a 1.5% monthly interest charge. Service Provider reserves the right to suspend work on overdue accounts.
4. Timeline & Milestones
The Service Provider will deliver project milestones according to the schedule outlined in the attached SOW or Estimate. Any delays caused by Client feedback, missing information, or scope changes will extend the timeline accordingly.
5. Intellectual Property
Upon full payment, the Client owns the final deliverables (website design, copy, and custom assets) created specifically for this project. The Service Provider retains ownership of underlying tools, frameworks, libraries, and methodologies developed or used in creating the deliverables, and may reuse these components in future projects.
6. Confidentiality
Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. Confidential information does not include information that is publicly available or independently developed.
7. Limitation of Liability
In no event shall either party be liable for indirect, incidental, special, consequential, or punitive damages arising from this Agreement. The total liability of either party shall not exceed the total amount paid or owed under this Agreement.
8. Termination
Either party may terminate this Agreement with 14 days written notice. Upon termination, the Client is responsible for payment of all work completed to date. Any deposits are non-refundable unless the Service Provider fails to perform its obligations.
9. Warranty
The Service Provider provides a 30-day bug fix warranty following delivery of final deliverables. Bugs are defined as functionality that deviates from the agreed-upon specifications. Maintenance and feature additions beyond the warranty period are subject to additional fees.
10. Indemnification
The Client indemnifies and holds harmless the Service Provider from any claims, damages, or costs arising from Client-provided content, including but not limited to text, images, and materials that infringe third-party intellectual property rights.
11. Governing Law
This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of law principles.
12. Force Majeure
Neither party shall be liable for failure to perform due to unforeseen circumstances beyond reasonable control, including but not limited to natural disasters, acts of God, or pandemics.
13. Entire Agreement
This Agreement, including all attachments, constitutes the entire agreement between the parties. Any amendments must be made in writing and signed by both parties.