Master Service Agreement
Webganics LLC PO Box 599, Mesa, AZ 85211 [email protected] ยท webganics.com
Before we start
This agreement covers everything we do for you: websites, applications, migrations, search work, hosting, and ongoing care. It sits above the individual documents we send you. Each project gets its own Statement of Work, and each hosting plan gets its own Service Agreement. Those documents describe the specific work, the price, and the schedule. This agreement describes how we work together on all of it.
You will not find complicated legal language here. We are not trying to catch you out. We do want both of us to know where we stand before work starts, and especially if something goes wrong.
If anything in a Statement of Work or Service Agreement conflicts with this agreement, this agreement controls unless that document says otherwise in writing.
1. Who this is between
This is between Webganics LLC, an Arizona limited liability company, and you, the Client named in the Statement of Work or Service Agreement.
By signing a Statement of Work, or by making a payment against one, you agree to these terms. You confirm you have the authority to enter this agreement on behalf of yourself or your organization.
You will usually sign a Statement of Work through a link we email you. Typing your name on that page is a signature and is as binding as one on paper. It records your name, the date and time, and the network address you signed from. That link expires thirty days after the quote was last updated. Anyone holding it can sign, so treat it as confidential, and only sign if you have the authority to commit your organization.
2. What we each agree to do
We will carry out the services described in your Statement of Work or Service Agreement professionally and in a reasonable time. We will keep you informed, tell you when something changes, and keep anything you share with us confidential.
You will give us what we need to do the work: content, images, access, decisions, and feedback, in the formats we ask for and when we ask for them. You will name one person with authority to approve work. You will meet the dates we agree together, the same way we will.
Deadlines run both ways. We cannot be held to a launch date if we are waiting on you.
3. Approving work
When we submit something for your review, tell us within five business days if it is not right, in writing, with specific reasons. If we do not hear from you in that time, the work is accepted and we will invoice for it.
This is not us being difficult. Work that sits unreviewed stops the project, holds up the people working on it, and delays everyone behind you.
If we have finished the work and are waiting only on you, for go-live approval, DNS access, or content, for thirty days, the project is complete. The final invoice becomes due, and hosting and care billing begins whether or not the site is live. After that thirty days, we park the finished build on our staging server at $250 per month until it goes live.
4. Changes to the work
The price in your Statement of Work is based on the work described in it. If you want to add pages, add features, or change direction, that is fine, and it is normal. It will be quoted separately at our current rate for out-of-scope work, stated in your Statement of Work. Additional work also moves the schedule.
We will put changes in writing before starting them so there are no surprises on either side.
If the shape of the project changes so much that it is no longer the project we quoted, we may treat the original as complete. You pay for the work done to that point, and we quote the new project fresh.
5. Content and copy
We do not write your copy or enter your content unless your Statement of Work says we do. If you would like us to, we will quote it.
You supply images and graphics in usable digital formats. If you need stock photography, we can point you at good sources. Time we spend searching for images on your behalf is billable.
If content is not ready: that does not mean the work is not finished. Once a site is built, tested, and ready to launch, with your content or with placeholders, we will issue the final invoice. Once it is paid, we hand over access and show you how to add your content when it is ready.
6. Paying us
Your Statement of Work sets out the payment schedule. Projects are paid in installments over a period that scales with the project value, never more than twelve months. The first installment is due before work begins.
Larger projects go live once most of the schedule has been paid, with the remaining installments continuing after launch. Your Statement of Work states exactly how many payments are due before go-live. You can bring the balance forward at any time to launch sooner.
Payment plans are billed through FreshBooks, which requires a card on file and charges it automatically on schedule. We do not store your card details and cannot charge your card by hand. Autopay is required on any payment plan.
If you prefer to pay the project fee in full at the start, there is a 5% discount. It applies to the project fee only, not to hosting or care, and it is an alternative to a payment plan rather than an addition to one.
Hosting and care is billed monthly, or annually at twelve months for the price of ten.
Hosting and care plans continue until you cancel and renew automatically on your billing date, because the work is continuous. Backups run, updates are applied, and monitoring does not pause at a month boundary. If you cancel partway through an annual term, we credit the unused months at the standard monthly rate rather than the discounted rate, since the discount was for committing to the full year.
If your plan includes a monthly allocation of hours, unused hours carry forward for the period stated in your Service Agreement. Hours that pass that window expire. On cancellation, any hours remaining expire with the final billed period. They are not refundable and cannot be exchanged for credit. Hours are for the work described in your Service Agreement, work outside it is quoted separately.
If a payment is missed, work stops. Restarting is subject to our schedule at the time and a $500 re-mobilization fee, because picking a project back up means reloading context and getting team members or contractors back on the calendar.
7. If an invoice goes unpaid
We understand that businesses have difficult periods. If you tell us you are working on payment, we will work with you on arrangements, and your site stays exactly as it is while we do.
What we cannot work with is silence. If an invoice is overdue and we have had no response to our reminders for thirty days, we place the site behind a password until we hear from you. It stays hosted and nothing is deleted. Access is restored as soon as you get in touch and we agree on a way forward, at no charge.
Email counts as getting in touch. A short note telling us where things stand is enough.
The thirty days run from the first overdue reminder, which is sent five days after the due date. This applies to project balances and to hosting and care.
If we have to take formal steps to recover money you owe us, and we succeed, you cover what that costs us, including reasonable legal and collection fees. This works both ways: if you prevail in a dispute with us over money, we cover yours.
8. Who owns what
You guarantee that any text, images, logos, or other material you give us is either yours or that you have permission to use it.
When we receive your final payment, ownership transfers as follows. You own the designs, graphics, and visual elements we created for your project, along with the design files. You already own the content, photographs, and data you provided. On final payment, you own the underlying code, markup, and stylesheets we produced for your project, along with everything else described above.
Third-party licenses and subscriptions, such as premium plugins and themes, are billed at cost and belong to you where the license allows it.
Until the final payment is made, everything we produce remains ours.
We are proud of our work and we like to show it. We reserve the right to display your project in our portfolio, link to it, and write about it, unless you ask us in writing not to.
If material you give us turns out not to be yours to use, and someone brings a claim against us for using it, you cover the cost of dealing with that claim, including reasonable legal fees and anything we are ordered or agree to pay. We will tell you promptly when a claim arrives, and you can take the lead in handling it if you want to.
9. Confidentiality
Anything you share with us that is not public stays between us. That includes your business information, credentials, customer data, and anything we see while working on your systems. This continues after the project ends.
We ask the same of you regarding our processes, pricing, and documentation.
We sometimes work with trusted contractors and specialists, in the United States and elsewhere, including overseas. Where we do, they are bound by the same confidentiality obligations we are, and we remain responsible to you for their work.
10. Security
What we do. On sites and applications we host and care for, we keep the platform, core software, and any third-party plugins or dependencies updated on the schedule in your plan. For WordPress sites, that means WordPress core, themes, and plugins. For custom applications, that means the frameworks, libraries, and services the application depends on. We test after updating, we run malware scanning and uptime monitoring, we keep backups four times daily, four times weekly, and four times monthly, retained for thirty days, and we serve your site over SSL behind a CDN with a firewall.
What we cannot promise. WordPress runs on a large ecosystem of third-party plugins and themes, and custom applications rely on their own third-party services and packages, none of which we write or fully control. Vulnerabilities are discovered in them constantly, sometimes before a fix exists. Any site connected to the internet can be compromised. We will do everything reasonable to prevent it and everything reasonable to fix it, but no one can guarantee a site will never be hacked, and we do not.
If your site is compromised while on an active care plan:
- Restoring your site from our backups is included.
- Cleanup and remediation beyond that restore is included up to eight hours per incident.
- Work beyond eight hours is billed at the out-of-scope rate in your Statement of Work.
This does not cover compromises that trace back to:
- plugins, themes, or code installed by you or a third party
- credentials you shared, reused, or chose weakly
- a device on your side that was infected
- updates we told you were needed and you declined
- sites that are not on a current care plan with us
We are not liable for lost revenue, lost data, downtime, reputational harm, or any other consequential loss arising from a security incident, on any site, at any time. Keep your own backups of anything you cannot afford to lose.
11. Our warranty, and the limits of it
For thirty days after launch, we will correct anything that does not work as agreed, at no charge. That covers defects. It does not cover new requests, changes of scope, or things that broke because something on your side changed.
Beyond that, we cannot guarantee that a website or application will always be error-free or available. Software, browsers, devices, and third-party services change constantly, and some of them will break things that worked yesterday.
We are not liable to you or to anyone else for lost profits, lost savings, lost data, or any incidental, consequential, or special damages arising from the operation of, or the inability to operate, anything we build or host, even if we were told such damages were possible.
Where we are liable, our total liability is limited to the amount you paid us for the specific engagement that gave rise to the claim.
12. Ending the work
You can stop a project at any time. You pay us in full for the work completed up to that point, and the agreement ends. Work we have produced remains ours until that payment is made.
Hosting and care can be canceled by either of us with thirty days written notice, sent to [email protected]. The thirty days run from the date we receive it. We will help you move your site elsewhere. Time we spend on a migration to another provider is billable.
We may stop work if payment is missed, if we are unable to get what we need from you for an extended period, or if the working relationship becomes untenable. In each case you pay for the work done to that point.
13. General
You cannot transfer this agreement to someone else without our written permission.
This agreement stays in place across all engagements and does not need to be renewed. It applies to every Statement of Work and Service Agreement we send you.
If any part of this agreement turns out to be unenforceable, the rest of it still stands.
Nothing here creates a partnership, employment relationship, or agency between us.
This agreement is governed by the laws of the State of Arizona, and any dispute is subject to the exclusive jurisdiction of the courts of Maricopa County, Arizona.
Neither of us is responsible for failing to meet an obligation, other than paying money already owed, when the cause is genuinely outside our control: natural disaster, war, civil unrest, epidemic, labor dispute, government action, or the failure of a major internet or utility service. Whoever is affected tells the other promptly, and both of us do what is reasonable to work around it. If it lasts longer than sixty days, either of us can end the affected work and settle up for what was done.
While we are working together, and for twelve months after, you agree not to directly engage or employ any contractor or specialist we brought onto your work, unless we agree otherwise in writing. This is not about limiting anyone’s career. It protects a working relationship we built and continue to rely on.
This agreement, together with your Statement of Work or Service Agreement, is the entire agreement between us. It replaces anything said or written beforehand, including proposals, emails, and conversations during the sales process. Any change to it has to be in writing and agreed by both of us.
Sections 8, 9, 11, 14, and 15, along with this section, continue to apply after this agreement or any engagement under it comes to an end.
Although the language here is plain, the intentions are serious and this is a legal document.
Any signature on a Statement of Work, or any payment made against one, is authorization of the work and acceptance of these terms.
14. Raising problems, and speaking about them
If you are unhappy with our work, tell us. Email [email protected] describing the problem. We will respond within five business days and work with you in good faith to put it right. Most disagreements come from a misunderstanding that a conversation resolves.
Nothing in this agreement prevents you from sharing your honest opinion of our work publicly, and we would not want it to. We ask two things, and we hold ourselves to the same standard.
- That anything either of us says publicly about the other is factually accurate and not misleading.
- That the confidential information described in section 9, including pricing, internal processes, and documentation, stays out of it.
A public statement does not replace the process above, and it does not pause or reduce any obligation under this agreement, including payment.
15. If we disagree
Before either of us files a claim, we agree to try to sort it out directly. Send the other a written description of the problem. We each have fifteen business days to respond and talk it through in good faith.
If that does not resolve it, we agree to mediation in Maricopa County, Arizona, with a mediator we both accept, and we split the mediator’s fee. Only after mediation has been attempted may either of us go to court.
This does not stop either of us from asking a court for an injunction where one is genuinely needed, or from using small claims court.
Effective 26 August 2026.
The current version of this agreement is always published at https://webganics.com/master-service-agreement/. We may update it from time to time. The version in effect on the date you sign a Statement of Work is the version that applies to that engagement.