Website Design, Hosting & Maintenance Agreement

1. Agreement Documents and Order of Precedence

The agreement between NVSP IT and the Client may include:

• This Website Agreement;
• The NVSP IT General Service Agreement;
• A Website Project Order Form, proposal, statement of work, estimate, or service order;
• An approved change order or written amendment;
• A recurring-service authorization;
• A Final Launch Approval;
• An invoice; and
• Other written terms accepted by both parties.

If the documents conflict, they control in the following order:

1. A signed change order or written amendment;
2. The applicable Website Project Order Form, proposal, statement of work, or service order;
3. This Website Agreement;
4. The NVSP IT General Service Agreement;
5. An approved estimate or invoice; and
6. General project communications.

A specific term controls over a general term concerning the same subject. Project-specific scope, quantities, deliverables, pricing, payment schedules, and recurring charges must be stated in the applicable project document.

2. Website Services

NVSP IT may provide services including:

• Website planning, design, development, or redesign;
• Mobile-responsive layouts and content placement;
• Contact, quote, booking, appointment, or request forms;
• Product or service catalogs;
• Customer portals, order-status systems, or administrative tools;
• E-commerce or payment-service integration;
• Domain registration, transfer, or configuration;
• Website hosting, maintenance, security updates, or backups;
• Search-engine, analytics, or search-console setup;
• Business email configuration;
• Third-party integrations; and
• Related website services approved by NVSP IT.

Only items specifically listed in the applicable project document are included. Any service, feature, quantity, page, integration, account, product entry, content task, or deliverable not expressly listed is excluded unless added through a written change order.

3. Project Scope

The project document should identify the approved scope, which may include:

• Approximate number of pages and page templates;
• Included sections, forms, products, categories, users, or locations;
• Included integrations, administrative features, or customer-facing features;
• Included revision rounds and content-entry limits;
• Hosting, maintenance, domain, email, training, and launch services; and
• Other project-specific requirements.

Descriptions such as “catalog,” “portal,” “booking system,” “order tracking,” “online store,” “dashboard,” or “custom system” are limited to the functionality described in the project document and do not automatically include every feature commonly associated with those terms.

4. Excluded Services

Unless specifically listed in writing, website services do not include:

• Unlimited pages, revisions, support, or content entry;
• Professional copywriting, photography, video production, translation, or logo design;
• Legal drafting, legal review, privacy-law compliance review, or accessibility certification;
• Advanced search-engine optimization, advertising, or social media management;
• E-commerce fulfillment, inventory management, shipping management, or tax advice;
• Business email hosting, domain renewals, payment-processing fees, or third-party subscriptions;
• Paid software licenses, premium plugins, or nontransferable services;
• Custom application development, advanced automation, or advanced customer relationship management;
• Emergency recovery or after-hours support; or
• Any service not expressly identified in the applicable project document.

5. Client Responsibilities

The Client agrees to provide accurate and complete information and materials required for the project, including as applicable:

• Business name, contact information, logo files, and brand guidelines;
• Text, photos, videos, product information, pricing, and business hours;
• Staff information, policies, disclaimers, and required legal notices;
• Domain, hosting, email, payment-processor, and third-party account access;
• Timely feedback, decisions, approvals, and payment; and
• Other materials reasonably necessary to complete the work.

The Client is responsible for reviewing all information for accuracy before launch. NVSP IT may rely on information provided by the Client and is not responsible for errors, omissions, outdated information, or misleading content supplied or approved by the Client.

6. Client Content and Intellectual-Property Authorization

The Client represents that it owns or has permission to use all materials supplied to NVSP IT, including logos, business names, trademarks, photographs, videos, text, graphics, product information, customer reviews, music, documents, downloads, and other content.

The Client authorizes NVSP IT to copy, resize, edit, format, display, transmit, and otherwise use those materials as reasonably necessary to perform the project.

The Client is responsible for claims arising from Client-supplied materials that infringe another person’s intellectual-property, privacy, publicity, or other legal rights. NVSP IT may refuse to use content that it reasonably believes is illegal, infringing, deceptive, harmful, or inappropriate.

7. Project Schedule

The estimated project schedule begins after NVSP IT has received the signed project document, required deposit, requested content and materials, required credentials, required decisions, and other information necessary to begin.

Any stated completion date is an estimate unless expressly identified as a guaranteed deadline. The schedule may change because of Client delays, scope changes, additional revisions, missing content, technical complications, third-party delays, vendor outages, account-access problems, illness, emergencies, unavailable software or services, or other circumstances outside NVSP IT’s reasonable control.

8. Client Delays and Inactive Projects

The Client agrees to provide requested information, feedback, materials, and approvals within a reasonable time.

If the Client does not respond or provide required materials for 30 consecutive days, NVSP IT may place the project on hold, remove it from the active production schedule, adjust the delivery estimate, invoice work already completed, or require updated scheduling before work resumes.

If a project remains inactive for 60 consecutive days because of Client delay, NVSP IT may close the active project. Resuming a closed or inactive project may require a reactivation fee, updated timeline, updated pricing, new deposit, revised project document, or new agreement. Payments already made are not refundable because of Client delay or inactivity.

9. Design Process and Revisions

The project document will state the number of included revision rounds. A revision round consists of one reasonably organized set of requested changes submitted after a design or development review.

Reasonable revisions may include:

• Text corrections or image replacements;
• Color, spacing, or minor layout adjustments; and
• Other changes within the approved scope.

Revisions do not include:

• A complete redesign or new design direction after approval;
• New pages, features, integrations, or administrative systems;
• Major layout restructuring or custom programming outside scope;
• Substantial re-entry of content; or
• Rebuilding previously approved work.

Unused revision rounds have no cash value and do not transfer to post-launch maintenance. Additional revisions may be billed at NVSP IT’s then-current rate or quoted separately.

10. Changes and Additional Work

Any Client request that changes the approved scope may require a written change order. A change order may modify deliverables, features, quantities, timeline, price, payment schedule, hosting requirements, third-party costs, or other project terms.

NVSP IT will make reasonable efforts to identify out-of-scope work before performing it. The Client may approve additional work through a signed change order, electronic signature, email, text message, estimate approval, portal approval, or another documented written method. Approved additional work becomes part of the project and may affect the estimated completion date.

11. Project Fees and Deposit

The project price and payment schedule will be listed in the applicable project document. NVSP IT may require a deposit before work begins, progress payments, payment before purchasing third-party products, payment before milestones, final payment before launch, or payment before files or administrative credentials are released.

Unless otherwise stated, a deposit becomes non-refundable after NVSP IT:

• Reserves project time;
• Begins planning, design, or development;
• Purchases third-party services or licenses;
• Registers a domain; or
• Incurs another project expense.

The Client remains responsible for approved work and noncancelable costs exceeding the amount of the deposit.

12. Final Payment

Unless otherwise stated in the project document, all project balances must be paid before the website is launched, published, transferred, released, moved to another provider, made publicly available, or delivered with full administrative access.

NVSP IT may withhold website files, credentials, transfer assistance, launch services, or other deliverables until all project balances and approved additional charges are paid.

13. Review, Acceptance, and Launch

NVSP IT will provide the Client a reasonable opportunity to review the website before launch. The Client is responsible for checking names, addresses, telephone numbers, email addresses, prices, product details, service descriptions, business hours, forms, links, policies, images, spelling, mobile display, and other Client-facing content.

Before launch, NVSP IT may require the Client to sign or electronically approve a Final Launch Approval. Final Launch Approval confirms that the Client reviewed the website, approves it for public release, accepts the completed project subject to any written punch list, authorizes launch, and understands that later changes may be billable. Launch approval does not waive obligations expressly provided by this Website Agreement.

14. Hosting Services

When website hosting is included, NVSP IT will host the website using infrastructure selected, leased, operated, or managed by NVSP IT or a third-party hosting provider.

Hosting may include:

• Server space, website file storage, and database hosting;
• Routine server administration;
• Basic availability monitoring;
• Routine security updates; and
• Other services stated in the project document.

Hosting does not guarantee uninterrupted availability, a particular uptime percentage, permanent compatibility, unlimited storage, unlimited bandwidth, unlimited traffic, protection from every cyberattack, recovery of every file, or continuous operation of third-party services. NVSP IT may perform scheduled or emergency maintenance that temporarily affects website availability.

15. Maintenance Services

Maintenance services include only the tasks stated in the project document. Depending on the selected plan, maintenance may include routine software or security updates, compatibility review, basic troubleshooting, monitoring, limited content changes, backup administration, or other identified services.

Unless expressly included, maintenance does not include:

• Unlimited support or content updates;
• New pages, redesigns, features, or integrations;
• Product data entry, major content replacement, or copywriting;
• Search-engine campaigns, advertising, or after-hours emergency work;
• Repair of changes made by others;
• Restoration after Client error or compromised Client credentials;
• Third-party license costs; or
• Custom programming.

NVSP IT may determine whether a request is routine maintenance or separately billable work and will make reasonable efforts to notify the Client before beginning material additional work.

16. Recurring Charges and Continuous Service

Hosting, maintenance, email, licenses, subscriptions, and other recurring services will be billed at the amount and frequency shown in the project document. Unless a fixed term is stated, recurring services continue month to month until canceled under this Website Agreement.

Recurring charges may be billed monthly, quarterly, annually, or at another agreed interval and are generally billed in advance for the upcoming service period. The Client authorizes NVSP IT to invoice or charge the approved payment method when recurring billing authorization has been provided. Failure to use or access a recurring service does not cancel the service.

17. Pricing Changes

NVSP IT may change recurring hosting, maintenance, license, email, storage, support, or other service pricing by providing at least 30 days’ written notice before the new price takes effect. Notice may be delivered by email, invoice notice, customer portal, or another retainable written method.

If the Client does not agree to the changed price, the Client may cancel the affected recurring service before the new price takes effect, subject to payment of outstanding balances, applicable notice requirements, completion of any fixed minimum term, and payment of approved transfer or migration services.

Project prices already accepted in a signed fixed-price project document will not be changed unless the scope changes or the parties approve an amendment.

18. Domains

Domain registration, renewal, privacy protection, transfer, redemption, premium-domain charges, and related fees are separate unless specifically included. When practical, domain registration information should identify the Client as the registrant or owner.

If NVSP IT registers or manages a domain for the Client:

• The Client must provide accurate registration information;
• The Client is responsible for registration and renewal fees;
• The Client must keep contact information current;
• Transfer may be withheld until outstanding balances and transfer costs are paid;
• Transfers are subject to registry and registrar policies; and
• Expired domains may require recovery fees or may become permanently unavailable.

NVSP IT is not responsible for loss of a domain caused by unpaid renewal fees, incorrect Client contact information, registry or registrar action, trademark disputes, Client instructions, payment failure, or circumstances outside NVSP IT’s reasonable control.

19. Business Email Services

Website hosting does not automatically include business email service. Custom email addresses, mailbox hosting, storage, spam filtering, migration, account setup, archiving, backup, and technical support may require separate charges.

Email services may be provided through a third-party provider and are subject to that provider’s terms, storage limits, sending limits, security procedures, pricing, availability, data policies, and account-recovery requirements. NVSP IT does not guarantee uninterrupted email delivery or receipt.

The Client is responsible for maintaining mailbox subscriptions, passwords, recovery information, user access, and lawful use.

20. Third-Party Services and Licenses

The website may use third-party:

• Hosting, plugins, themes, fonts, images, maps, or analytics;
• Booking systems, payment processors, email providers, or SMS providers;
• Captcha, anti-spam, social media, application programming interfaces, or content-delivery networks;
• Security tools; or
• Other software and services.

Third-party services may require setup fees, monthly or annual charges, usage charges, license fees, transaction fees, renewal fees, or separate account agreements. The Client is responsible for approved third-party costs unless the project document states otherwise.

NVSP IT does not control and is not responsible for third-party price changes, outages, service changes, discontinuation, account actions, security incidents, or policies. If a third-party service becomes unavailable or incompatible, replacement or redevelopment may be separately billable.

21. Website Backups and Restoration

NVSP IT may maintain periodic website or server backups as an operational safeguard when backup service is included.

Unless a dedicated backup plan is expressly stated:

• Backup frequency is not guaranteed;
• Backups may not contain the most recent information;
• Backups may be incomplete;
• A particular version may not be available;
• Form submissions and email may not be included; and
• Successful restoration is not guaranteed.

The Client should retain independent copies of critical content, customer records, product information, images, and business data. Emergency restoration, reconstruction, malware cleanup, or recovery work may be billed separately when the incident was not caused by NVSP IT’s intentional misconduct.

22. Website Security

NVSP IT will use reasonable measures appropriate to the selected services, which may include security updates, access controls, secure protocols, malware scanning, spam protection, firewall tools, login protection, or other security practices.

No website or internet-connected system can be guaranteed completely secure. NVSP IT does not guarantee that the website will never experience hacking, malware, spam, unauthorized access, denial-of-service attacks, credential theft, data exposure, software vulnerabilities, or other security incidents.

The Client is responsible for:

• Using strong passwords and protecting credentials;
• Limiting administrative access;
• Notifying NVSP IT of staffing or access changes;
• Following security recommendations;
• Maintaining secure third-party accounts; and
• Promptly reporting suspected unauthorized activity.

Security cleanup or restoration resulting from compromised Client credentials, Client-installed software, third-party action, or ignored recommendations may be billed separately.

23. Client and Customer Data

The Client is responsible for information collected through its website, including contact-form submissions, quote requests, appointment requests, customer accounts, order information, payment-related information, mailing-list information, and other user-provided data.

The Client is responsible for deciding:

• What information should be collected;
• How long it should be retained;
• Who may access it;
• How it should be used;
• Which disclosures or consents are required; and
• How requests from individuals will be handled.

NVSP IT may access such information only as reasonably necessary to host, maintain, troubleshoot, secure, back up, or support the website.

24. Privacy Policies, Legal Terms, and Compliance

The Client is responsible for determining whether its website requires:

• A privacy policy, terms of use, terms of sale, refund policy, or shipping policy;
• Cookie notices or consent forms;
• Industry disclosures, age restrictions, or licensing disclosures;
• Accessibility measures; or
• Other legal notices.

Unless legal services are specifically provided by a licensed attorney, NVSP IT does not provide legal advice and does not guarantee that website content or functionality complies with every law, regulation, standard, or industry requirement.

The Client should obtain legal advice concerning privacy, consumer protection, accessibility, industry regulations, advertising claims, intellectual property, data retention, e-commerce, cookies, marketing communications, and other legal obligations. NVSP IT may install or display Client-provided policies and notices but is not responsible for their legal accuracy or completeness.

25. Website Accessibility

NVSP IT may use generally accepted responsive and usability practices. Unless accessibility testing or a specific compliance standard is expressly included, NVSP IT does not guarantee that the website complies with the Americans with Disabilities Act, Web Content Accessibility Guidelines, Section 508, state accessibility requirements, or any other accessibility standard.

Accessibility audits, remediation, captioning, alternative-text entry, document remediation, ongoing testing, and legal review may require separate services.

26. Search Engines, Analytics, and Business Results

Basic search-engine setup may include:

• Page titles and meta descriptions;
• Search-engine indexing settings;
• Sitemap setup;
• Basic structured information;
• Analytics setup; or
• Search-console submission.

NVSP IT does not guarantee search-engine rankings, search visibility, traffic, leads, sales, revenue, customer inquiries, advertising performance, analytics accuracy, or any specific business result. Search engines, social platforms, advertising networks, and analytics providers may change their systems and policies without notice.

27. E-Commerce and Payment Processing

When e-commerce or payment functionality is included, payment processing will generally be provided by a third-party payment processor.

The Client is responsible for:

• Establishing and maintaining the merchant account;
• Transaction fees, refunds, chargebacks, and fraud review;
• Taxes, product accuracy, shipping, and order fulfillment;
• Customer disputes and legal compliance; and
• Payment-processor requirements.

NVSP IT does not receive or control funds processed through the Client’s payment account unless separately agreed. NVSP IT does not guarantee approval by a payment processor or uninterrupted transaction processing. Advanced payment security, tax configuration, inventory systems, accounting integration, or payment-card compliance services are not included unless expressly stated.

28. Ownership of Client Materials

The Client retains ownership of content and materials the Client provided, subject to any rights of third-party licensors.

29. Ownership of Project Deliverables

After full payment, the Client owns the final custom content and website deliverables created specifically for the Client, subject to the limitations in this Website Agreement.

Ownership does not include:

• NVSP IT’s pre-existing or reusable code;
• Frameworks, templates, libraries, utilities, or administrative systems;
• Internal tools, hosting systems, deployment systems, or development methods;
• Server configurations, general design components, or know-how;
• Open-source software; or
• Third-party licensed materials.

NVSP IT retains ownership of its reusable and pre-existing materials. To the extent those materials are incorporated into the completed website, NVSP IT grants the Client a nonexclusive, perpetual license to use them as part of the paid website for the Client’s own business operations.

The Client may not separately resell, redistribute, extract, license, or claim ownership of NVSP IT’s reusable systems or materials. Third-party and open-source components remain subject to their respective licenses.

30. Portfolio and Attribution

Unless the Client objects in writing before launch, NVSP IT may:

• Identify the Client as a customer;
• Display the completed website in NVSP IT’s portfolio;
• Use public screenshots for marketing;
• Link to the public website; and
• Include a discreet website credit or link in the footer.

The Client may request removal of a footer credit or future portfolio display in writing. NVSP IT will not publicly disclose confidential business information or nonpublic customer data for portfolio purposes.

31. Client Changes and Third-Party Modifications

The Client may receive administrative access when included in the project document or after final payment. NVSP IT is not responsible for problems caused by Client edits, deleted files, changed settings, new plugins, third-party developer work, unsupported software, incorrect credentials, DNS changes, hosting changes, code modifications, or other actions not performed or approved by NVSP IT.

Repairing such problems may be billed separately. NVSP IT may require removal of unauthorized or insecure software before continuing hosting or maintenance.

32. Suspension for Nonpayment or Risk

NVSP IT may suspend hosting, maintenance, forms, administrative access, email-related services, or other managed services when:

• An invoice is overdue, a payment fails, or a charge is reversed;
• Required third-party fees remain unpaid;
• The website creates a security risk;
• The website violates law or provider policies;
• The Client materially breaches the agreement; or
• Continued operation could harm NVSP IT or another customer.

NVSP IT will make reasonable efforts to provide notice before suspension unless immediate action is reasonably necessary for security, legal, or operational reasons. NVSP IT is not responsible for lost inquiries, sales, traffic, rankings, email, or other consequences resulting from a permitted suspension. Suspension does not cancel amounts already owed. A reactivation, cleanup, restoration, or administrative fee may apply before service is restored.

33. Client Cancellation of Recurring Services

Unless a different term is stated in the project document, the Client may cancel month-to-month hosting or maintenance by providing at least 30 days’ written notice.

Cancellation requests must clearly identify:

• The Client;
• The affected website or domain;
• The service being canceled; and
• The requested effective date.

The Client remains responsible for charges through the effective cancellation date, outstanding balances, third-party commitments, domain fees, license fees, transfer services, and other approved charges. Recurring services do not automatically end when the Client stops using the website, changes providers, or stops communicating with NVSP IT.

34. NVSP IT Termination

NVSP IT may terminate recurring services by providing reasonable written notice. NVSP IT may terminate or suspend services immediately when the Client fails to pay, engages in illegal activity, creates a security threat, abuses NVSP IT personnel, a provider requires termination, the website violates third-party terms, required services become unavailable, or continuing service would create unreasonable legal, security, or operational risk.

Upon termination, the Client remains responsible for outstanding balances and applicable transfer charges.

35. Cancellation of a Project Before Completion

If the Client cancels a website project before completion:

• Deposits may be retained;
• Completed and approved additional work remains billable;
• Third-party costs remain due;
• Reserved project time may be included in the amount retained; and
• Unfinished drafts are not required to be delivered until applicable balances are paid.

If payments received exceed the value of completed work and noncancelable costs, NVSP IT may determine whether a partial refund or credit is appropriate. Nothing requires a refund except where required by law or expressly stated in the project document.

36. Transfer and Website Export

After all outstanding balances and approved transfer charges are paid, the Client may request a reasonable export or transfer of transferable Client-owned website files and content.

Hosting fees do not include:

• Migration planning, file export, or database export;
• DNS changes or new-server installation;
• Configuration, third-party coordination, or email migration;
• Testing, troubleshooting, or training another provider.

A transfer does not include NVSP IT’s shared hosting systems, server-management systems, internal tools, development environments, proprietary administrative systems, shared licenses, nontransferable third-party services, or materials the Client does not own.

NVSP IT does not guarantee that every website feature will operate on a different server, provider, platform, software version, or configuration.

37. Effect of Hosting Cancellation

After hosting ends, NVSP IT is no longer responsible for:

• Website availability, security, updates, or maintenance;
• Forms, customer submissions, backups, or email delivery;
• Domain configuration, search-engine effects, or third-party integrations; or
• Technical support.

NVSP IT may delete website files and backups after a reasonable period following termination, subject to applicable law and any written retention commitment. The Client should complete any requested export before service ends.

38. No Warranty or Guarantee

NVSP IT will use reasonable professional efforts to provide the services identified in the project document. Except for express written commitments, website services are provided on an “as-is” and “as-available” basis.

NVSP IT does not guarantee:

• Uninterrupted operation or error-free code;
• Complete security or permanent third-party compatibility;
• Search-engine placement, sales, revenue, or traffic;
• Legal or accessibility compliance;
• Successful email or form delivery;
• Recovery from every backup; or
• Any specific business outcome.

39. Limitation of Liability

To the fullest extent permitted by law, NVSP IT is not liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including:

• Lost profits, revenue, sales, leads, or customer information;
• Lost email, form submissions, or data;
• Business interruption or loss of goodwill;
• Search-ranking or advertising losses;
• Downtime; or
• Cost of replacement services.

NVSP IT is not responsible for losses caused by:

• Third-party providers, hosting outages, registrars, email providers, or payment processors;
• Client content, instructions, or modifications;
• Compromised Client credentials or unsupported software;
• Search engines, social platforms, or internet failures;
• Cyberattacks not caused by NVSP IT’s intentional misconduct;
• Unpaid renewals; or
• Client failure to maintain required accounts and services.

To the fullest extent permitted by law, NVSP IT’s total liability for a website-related claim will not exceed the amount paid to NVSP IT for the specific project or recurring service giving rise to the claim. For a claim arising solely from recurring hosting or maintenance, the liability limit will not exceed the recurring fees paid for the affected service during the six months immediately preceding the event giving rise to the claim.

These limitations do not apply where liability cannot legally be excluded or limited.

40. Communications and Electronic Approval

Approvals, notices, requests, change orders, cancellations, and other communications may be provided through signed documents, electronic signatures, email, text messages, online portals, website acceptance forms, estimate approvals, or other documented written methods.

Electronic acceptance has the same effect as handwritten acceptance to the extent permitted by law. The Client is responsible for maintaining current contact information.

41. Governing Law and Venue

This Website Agreement is governed by Minnesota law. Any legal proceeding arising from this Website Agreement must be brought in a court of competent jurisdiction located in Minnesota unless applicable law requires otherwise.

42. Severability

If a provision is found invalid or unenforceable, the remaining provisions remain effective. An invalid provision will be limited or interpreted to the minimum extent necessary to make it enforceable where permitted.

43. No Waiver

Failure to enforce a provision on one occasion does not waive the right to enforce it later.

44. Assignment

The Client may not transfer this Website Agreement without NVSP IT’s written consent. NVSP IT may assign this Website Agreement as part of a merger, sale, reorganization, transfer of ownership, or transfer of the applicable business operation.

45. Entire Agreement

This Website Agreement, the NVSP IT General Service Agreement, the applicable Website Project Order Form, proposal, statement of work, service order, approved change orders, and incorporated documents constitute the complete agreement concerning the website services.

The parties are not relying on promises, features, prices, timelines, or representations not contained in the applicable agreement documents.

46. Acceptance

By signing or electronically accepting a Website Project Order Form, proposal, statement of work, or service order, requesting website services, authorizing work, or paying a required deposit, the Client acknowledges that the Client:

• Has received or had access to this Website Agreement;
• Has received or had access to the NVSP IT General Service Agreement;
• Has reviewed the applicable project scope and recurring-service terms;
• Has authority to accept the agreement;
• Understands the agreement; and
• Agrees to be bound by the applicable agreement documents.