Standard agreement
Slothifer Designs Web Design & Development Agreement
Agreement version: 2026-08-16
1. Project Scope
Slothifer Designs (“Designer”) will perform the work described in the accepted proposal, invoice, quote, package, scope of work, or other written project documentation (collectively, the “Accepted Project Documents”). A project may include website design and development, WordPress, WooCommerce, Shopify, custom code, theme customization, ecommerce configuration, product setup, forms, integrations, responsive design, security-related configuration, maintenance, or support.
The Accepted Project Documents should identify included deliverables, exclusions, revision rounds, delivery expectations, and any project-specific services. Anything outside the agreed scope may require an additional quote. Significant changes, added pages, products, functionality, redesign requests, or other additional work may increase the final price.
2. Project Price & Payment Schedule
The project price, deposit, remaining balance, invoice due dates, and any installment schedule are stated in the Accepted Project Documents. Unless another amount is stated, online package bookings begin with a 50% deposit. Prices are stated in U.S. dollars unless the Accepted Project Documents expressly state another currency.
An initial payment, deposit, or individual installment does not mean the entire project has been paid in full. The project is considered Paid in Full only when the complete agreed balance, including approved additional work and any properly disclosed taxes or third-party charges for which Client is responsible, has been received and cleared.
No late interest, collection fee, cancellation fee, returned-payment fee, or similar charge is automatically imposed by this standard agreement. Any such charge must be expressly stated in the Accepted Project Documents and must be permitted by applicable law.
3. Final Payment Before Final Delivery
Unless otherwise agreed in writing, Final Delivery, ownership transfer of applicable proprietary deliverables, and completion of Designer-controlled handoff services are conditioned on payment of the full outstanding balance.
“Final Delivery” means the transfer or release of the specific deliverables identified in the Accepted Project Documents, including any expressly listed theme or source-code files, design files, administrator credentials, documentation, backups, website export files, licenses, migration materials, launch/handoff materials, domain or hosting transfer assistance, or ownership rights.
A preview, staging site, temporary access, early launch, or live website does not by itself constitute Final Delivery unless the Accepted Project Documents expressly state otherwise. Launch also does not waive the remaining balance.
4. Non-Payment & Notice
If an undisputed invoice becomes overdue, Designer will provide written notice identifying the invoice, amount claimed, original due date, and the services or deliverables that may be affected if payment is not received.
Unless the Accepted Project Documents state otherwise, Client will have seven calendar days after the notice is sent to pay the overdue amount or provide a specific, good-faith written billing dispute. Client must pay all undisputed amounts when due.
Designer will not suspend a service based solely on an amount that Client timely disputes in specific, good faith while the parties are actively attempting to resolve the dispute and Client remains current on all undisputed amounts. A Client who is current under an agreed payment plan is not delinquent merely because a future scheduled balance remains.
5. Limited Suspension of Designer-Controlled Services
If an overdue undisputed balance remains unpaid after the applicable notice and cure period, Designer may temporarily suspend services, licenses, hosted functionality, support, maintenance, updates, integrations, or proprietary deliverables that Designer lawfully controls and that are reasonably related to the unpaid project.
Live-site limitation: Unless the Accepted Project Documents expressly provide otherwise, Designer will not take down, redirect, deface, revert, disable, or intentionally impair a Client's live website or Client-owned hosting account solely because of non-payment.
Suspension is not a data-destruction measure. Designer will not intentionally delete, corrupt, destroy, or withhold Client-owned content, customer records, orders, products, databases, uploads, payment records, or other Client business information as a payment-collection measure. Designer will not interfere with third-party hosting, domain, payment, or other systems that Designer is not authorized to control.
Before suspending a Designer-controlled service that could affect website availability, Designer will use commercially reasonable efforts to preserve a current backup of Client-owned content and databases where technically feasible and where Designer has the access and tools necessary to do so. This clause does not create a general backup or retention service unless backups are included in the Accepted Project Documents.
6. Restoration After Payment
After the overdue balance and any properly payable amounts under the project agreement have cleared, Designer will restore suspended Designer-controlled services as reasonably practicable. A Client is not required to repurchase work that has already been paid for.
Restoration does not include unpaid additional work, third-party fees, emergency remediation, data recovery outside the agreed scope, or work required because of changes made by Client or another provider during suspension.
7. Open-Source Software
Projects may use WordPress, WooCommerce, plugins, libraries, frameworks, or other software distributed under open-source licenses such as the GNU General Public License. Those components remain subject to their applicable open-source licenses.
Nothing in this agreement is intended to revoke or override rights independently granted by an applicable open-source license. Non-payment remedies apply only to rights, services, hosted functionality, proprietary materials, and deliverables Designer may lawfully condition or control.
Where practical, the Accepted Project Documents or handoff materials should identify which material is open source, which material is third-party commercial material, and which material is Designer proprietary work so the applicable rights are clear.
8. Ownership, Designer Background Materials & Interim License
Client materials remain Client-owned. Third-party materials remain governed by third-party terms. Open-source components remain governed by their applicable licenses. Designer background materials, including pre-existing materials, reusable code, development methods, tools, frameworks, templates, workflows, know-how, and general-purpose components, remain Designer's property except to the extent expressly assigned in writing.
Project-specific proprietary deliverables are transferred or licensed only as expressly stated in the Accepted Project Documents after full payment. Any copyright ownership transfer must be stated in writing. Nothing in a project transfers Designer's general skills, methods, reusable code patterns, non-client-specific tools, or know-how merely because they were used in the project.
Until the project is paid in full, Client receives a limited, non-exclusive, non-transferable license to use deployed proprietary deliverables solely to operate the project website in its existing environment while Client is current on any agreed payment plan. This interim license does not authorize resale, redistribution, sublicensing, copying for other projects, or transfer of proprietary deliverables.
The interim license may end upon project termination or continued non-payment after the applicable notice and cure period, subject to applicable law. Ending the license does not itself authorize Designer to access, alter, disable, or damage Client-owned infrastructure or Client-owned data.
9. Client Materials
The Client retains ownership of materials the Client supplies, including logos, product photographs, product information, business information, written content, videos, trademarks, customer information, and other Client-owned materials. Client represents that Client has permission to provide and use those materials.
Client is responsible for the accuracy, legality, and rights clearance of Client-provided content and for promptly identifying any material that should not be published or transferred.
10. Privacy & Data Handling
When project work requires access to Client or customer information, Designer will access and use that information only as reasonably necessary to perform the project, provide agreed support, secure or troubleshoot the website, complete an authorized migration, or comply with applicable legal obligations.
Designer will use reasonable safeguards for credentials and Client data within systems Designer controls. If Designer becomes aware of unauthorized access to Client data within a Designer-controlled system, Designer will notify Client as reasonably appropriate and as required by applicable law. Third-party hosting, ecommerce, analytics, email, payment, shipping, and platform providers remain subject to their own security and privacy practices.
Client is responsible for the Client's privacy policy, cookie/consent disclosures, ecommerce notices, data-collection practices, and other legal compliance applicable to Client's business unless a specific compliance service is included in the Accepted Project Documents.
Payment-card processing should remain with the applicable payment processor. Designer does not intentionally collect or store full payment-card numbers or card verification codes as part of ordinary website-development services.
At project termination or handoff, Designer will reasonably cooperate in returning or deleting Client data in Designer's possession when requested and technically feasible, subject to amounts due, legitimate backup/recordkeeping needs, third-party platform limitations, and any legal retention obligations. Residual copies may remain temporarily in routine backups until overwritten.
11. Third-Party Software, Accounts & Services
Third-party products and services may have their own terms, licenses, pricing, renewal fees, and policies. Examples include WordPress plugins, Shopify applications, hosting, domains, payment processors, email services, shipping providers, stock photography, fonts, and external APIs.
Designer cannot grant ownership of third-party products or guarantee their continued availability. Unless specifically included in the accepted project price, ongoing third-party fees are the Client's responsibility.
Where practical, domains, hosting, payment processors, business email, analytics, and similar long-term business accounts should be registered in or transferred to Client-controlled accounts. The Accepted Project Documents should identify any account that Designer will temporarily create, administer, or retain access to and what credential or ownership handoff is included at Final Delivery.
12. Revisions & Scope Changes
The included revision rounds are stated in the package, proposal, or scope of work. Requests outside the original scope may require additional payment. Designer will disclose substantial additional billable work before intentionally performing it.
The Accepted Project Documents should identify the number of included revision rounds and, where applicable, the rate or quoting method for additional revisions or scope changes.
13. Client Delays
The Client agrees to provide necessary content, access, feedback, approvals, images, product information, credentials, and other requested information within a reasonable period. Designer is not responsible for delays caused by missing Client materials or approvals.
Client-caused delays may extend delivery dates and may require the project to be paused and rescheduled around Designer's other commitments. If a project is delayed for an extended period by missing Client action, Designer may provide written notice proposing a revised schedule or cancellation under Section 14.
14. Project Cancellation & Termination
Cancellation or termination should be made in writing. A Client may cancel for convenience, and Designer may terminate or pause the project for material breach, continued non-payment after the applicable notice/cure process, prolonged Client delay, unlawful or unsafe requested work, or circumstances that make continued performance impracticable. Either party may also request cancellation for a material force-majeure event or other circumstance addressed in project-specific terms.
Client remains responsible for properly documented work performed through the effective cancellation date and approved non-refundable third-party expenses, subject to applicable law and the Accepted Project Documents. The Accepted Project Documents should state whether a deposit is refundable and whether any specific cancellation fee applies; no additional cancellation fee is created automatically by this standard agreement.
Upon cancellation, Client will receive completed deliverables that have been paid for and are designated for handoff, subject to third-party and open-source license terms. Designer may withhold unfinished or unpaid proprietary deliverables, source materials, ownership transfer, or services to the extent permitted by the project agreement and applicable law.
Ongoing hosting, domains, subscriptions, premium software, or other recurring third-party services remain subject to their provider terms. Designer-managed services will be closed, transferred, or concluded according to the Accepted Project Documents and any properly payable outstanding amounts.
15. Chargebacks & Payment Disputes
Client may dispute charges through any lawful process. When reasonably practicable, Client will first provide Designer with written notice of the disputed amount and the basis for the dispute so the parties have an opportunity to resolve it.
A chargeback does not automatically eliminate an otherwise valid payment obligation. Designer may provide invoices, communications, acceptance records, delivery records, and other appropriate documentation when responding to a payment dispute. Nothing in this agreement limits any non-waivable rights under applicable law or payment-network rules.
16. Website Launch Does Not Mean the Balance Is Forgiven
If Designer permits a website to go live before the project is paid in full, launch does not forgive the remaining balance, represent that the project is paid in full, constitute Final Delivery by itself, or waive Designer's contractual right to collect a valid outstanding invoice.
17. Project-Specific Acceptance & No Hidden Suspension
Slothifer Designs publishes this standard agreement so prospective Clients can review the terms before paying a deposit. Public availability of this webpage alone does not establish project-specific acceptance.
For a specific project, acceptance occurs through the project checkout, signed proposal, electronic acceptance control, or other project record that identifies the applicable agreement version and Accepted Project Documents. Qualifying Designer-controlled services may be suspended only under the disclosed notice/cure process and the limitations in this agreement.
18. Limitation of Suspension
Any suspension must be reasonably related to the unpaid project or the specific Designer-controlled service. Designer will not use suspension to destroy Client data, obtain passwords without authorization, take ownership of Client customer information, damage third-party systems, interfere with unrelated services, or circumvent rights granted by an applicable open-source license.
Unless the Accepted Project Documents expressly provide otherwise, Designer will not take down, redirect, deface, revert, disable, or intentionally impair a live Client website or Client-owned hosting account solely because of non-payment.
19. No Guarantee of Uninterrupted Third-Party Services
Designer cannot guarantee uninterrupted operation of hosting providers, payment processors, plugins, APIs, internet providers, platforms, or other systems outside Designer's control. Service interruptions caused by third parties are not automatically a breach by Designer.
20. Entire Agreement
This standard agreement, the specific proposal or package accepted for the project, the applicable invoice/payment schedule, the scope of work, and any written accepted amendments together form the project agreement. The project record should identify the documents incorporated into the agreement.
A project-specific signed or electronically accepted amendment controls over this standard agreement where the two directly conflict.
21. Changes to This Agreement
Designer may update this standard agreement for future projects. A later website update does not automatically replace terms already accepted for an existing project unless both parties agree to the change.
22. Governing Law
The governing law and venue, when required, will be identified in the applicable project proposal, invoice, or signed project-specific terms. Before litigation, the parties agree to make a reasonable good-faith attempt to resolve ordinary payment or project disputes directly.
23. Client Acknowledgment & Acceptance Record
By signing or actively selecting an electronic acceptance control for a project, Client acknowledges having an opportunity to review this agreement and the applicable Accepted Project Documents; understands the payment schedule; understands that partial payment is not payment in full; understands the limited non-payment/suspension process and live-site limitations; understands that open-source and third-party software remain subject to their own licenses; and agrees to pay according to the accepted project schedule.
Designer may retain a reasonable project acceptance record, including the agreement version, acceptance date/time, Client name and email, applicable proposal or package, invoice/payment record, scope, and accepted amendments. Electronic acceptance controls are not pre-checked.
Before you accept
Questions are welcome.
If any term is unclear, ask before paying the deposit. The goal is for both sides to know the scope, price, deliverables, ownership, data responsibilities, and payment expectations before work begins.
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