Website Development Services Agreement

This Website Development Services Agreement (“Agreement”) governs Boxpressd’s website design, development, implementation, maintenance, support, and related digital services, collectively referred to as the “Services.”

This Agreement is between Boxpressd LTD (“Boxpressd,” “we,” “us,” and “our”) and the client identified in the applicable proposal, order form, statement of work, or other written work order (“Client,” “you,” or “your”).

If there is a conflict between this Agreement and a signed proposal, statement of work, or order form, the signed proposal, statement of work, or order form controls for that project.

We will provide only the services specifically described in the applicable proposal, statement of work, quote, invoice, email confirmation, or other written agreement approved by both parties (“Project Documents”).

Unless expressly stated in the Project Documents, the Services do not include:

• hosting
• domain registration or transfers
• third-party software licenses
• plugin subscriptions
• copywriting
• SEO
• advertising management
• ongoing maintenance
• accessibility certification
• legal compliance review
• privacy policy or terms drafting
• content migration
• data entry
• custom integrations
• emergency support

Any work outside the agreed scope is considered a change request and may require additional fees and time.

You agree to:

• provide accurate, complete, and timely information
• supply content, branding assets, login credentials, approvals, and feedback when requested
• ensure you have the rights to all materials you provide
• review deliverables promptly
• designate one primary decision-maker for approvals, if possible
• comply with all applicable laws in connection with your website, content, and business
• maintain your own backups unless we expressly agree otherwise
• cooperate in good faith so we can complete the project

We are not responsible for delays caused by your failure to provide information, approvals, assets, or access in a timely manner.

Any timeline we provide is an estimate unless the Project Documents expressly say otherwise.

Deadlines may change due to:

• client delays
• scope changes
• third-party delays
• force majeure events
• dependency issues
• platform outages
• unforeseen technical issues

If a project is delayed because of the Client, we may adjust the timeline and charges accordingly.

You agree to pay the fees stated in the Project Documents or invoice.

Unless otherwise stated:

• a deposit may be required before work begins
• invoices are due upon receipt or within the stated payment period
• late payments may pause work
• unpaid balances may accrue late fees or interest to the extent permitted by law
• all fees are non-refundable except as expressly stated in writing or required by law

You are responsible for taxes, duties, transaction fees, bank charges, and similar costs, except for taxes based on Boxpressd’s net income.

If you request changes outside the agreed scope, we may:

• provide a revised estimate
• require a written change order
• charge hourly or fixed additional fees
• adjust the timeline

We are not obligated to perform out-of-scope work unless we agree in writing.

You will have the opportunity to review deliverables and request revisions, if revision rounds are included in the Project Documents.

Unless otherwise stated:

• revision requests must be reasonable and within scope
• revision rounds are limited to the number listed in the Project Documents
• additional revisions may incur extra fees

If you do not respond to a request for approval within a reasonable time, the deliverable may be deemed approved for project completion purposes.

The Services may require or use third-party tools, software, plugins, themes, APIs, hosting services, or platforms.

You are responsible for obtaining and maintaining any third-party accounts, subscriptions, licenses, or access needed for the project unless we expressly agree otherwise.

We are not responsible for:

• third-party outages
• third-party pricing changes
• third-party security failures
• third-party API changes or deprecations
• third-party license terms
• third-party bugs or defects
• the performance of software or tools we do not control

If a third-party service changes or becomes unavailable, the project may need additional work or fees.

You represent that you have the rights needed to provide those materials and to authorize our use of them.

We may use open-source software or third-party code in a project. Any such code remains subject to its own license terms.

We do not guarantee that every third-party component is free from restrictions. You are responsible for understanding and accepting any open-source or third-party license obligations that apply to your website or business.

Each party may receive confidential information from the other during the project.

The receiving party agrees to:

• keep confidential information confidential
• use it only for the project
• disclose it only to employees, contractors, or advisors who need to know it and are bound by confidentiality obligations
• protect it using reasonable care

Confidential information does not include information that:

• is public through no fault of the receiving party
• was already known lawfully
• is received lawfully from a third party
• must be disclosed by law or court order, provided notice is given if legally permitted

You are solely responsible for the content, products, services, claims, and materials you provide or publish through your website.

You represent and warrant that your materials and the website’s intended use will not:

• violate any law or regulation
• infringe any intellectual property rights
• violate privacy, publicity, or consumer protection laws
• contain defamatory, misleading, or unlawful statements
• create a false or deceptive impression

If your business is regulated, including tobacco-related or age-restricted business activities, you are responsible for ensuring that the website and your business practices comply with all applicable laws.

We are not responsible for your legal compliance, including product labeling, age verification, shipping restrictions, refund policies, or required disclosures.

Before launch, we may test the website in a development or staging environment. You are responsible for reviewing the site before it goes live.

Unless the Project Documents state otherwise, launch is considered complete when:

• the site is transferred to your hosting or production environment
• the site is made available for public use

After launch, any changes, fixes, or support may be separately billed unless maintenance is included in the Project Documents.

Unless otherwise agreed in writing, ongoing maintenance, security updates, troubleshooting, backups, bug fixes, and content changes after launch are not included.

If we provide maintenance or support, the scope, response times, and fees will be stated in a separate support plan, invoice, or statement of work.

We will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

Except as expressly stated in this Agreement, the Services are provided “as is” and “as available.” We do not guarantee that:

• the website will be error-free, uninterrupted, or secure
• defects will be corrected within any specific time
• third-party services will continue to function
• the website will be compatible with all devices, browsers, or systems
• the website will increase sales, traffic, conversions, or revenue

You acknowledge that websites and software may contain bugs, vulnerabilities, or limitations despite reasonable efforts.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOXPRESSD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT PAID TO BOXPRESSD FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

You agree to defend, indemnify, and hold harmless Boxpressd and its affiliates, officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from or relating to:

• materials you provide
• your website content or business practices
• your violation of law
• your violation of this Agreement
• your infringement of any third-party right
• your misuse of the Services or deliverables

We may assume control of the defense of any matter subject to indemnification, and you agree to cooperate with us.

We may suspend or terminate the Services if:

• you fail to pay
• you materially breach this Agreement
• you delay the project excessively
• you ask us to stop work
• legal, security, or compliance issues require it

You may terminate the project by written notice, but you remain responsible for payment for all work performed and costs incurred up to the effective termination date.

Upon termination, we may stop work immediately and invoice for completed work and non-cancellable commitments.

Unless the Project Documents expressly state otherwise, Boxpressd does not guarantee that the website will comply with:

• ADA or accessibility laws
• GDPR, UK GDPR, CCPA, CPRA, or similar privacy laws
• FTC advertising rules
• tobacco or age-restricted product laws
• industry-specific regulations
• international data transfer laws
• any other legal regime

If you want compliance-focused work, it must be specifically included in the Project Documents.

Boxpressd is an independent contractor and not your employee, partner, joint venturer, or agent.

Nothing in this Agreement creates an employment relationship, fiduciary relationship, or partnership between the parties.

You may not assign this Agreement without our prior written consent.

We may assign or transfer this Agreement in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

This Agreement is governed by the laws of the State of South Carolina, without regard to conflict-of-laws rules.

To the extent permitted by law, any dispute arising out of or relating to this Agreement must be brought exclusively in the state or federal courts located in Richland County, South Carolina, and the parties consent to the personal jurisdiction and venue of those courts.

The prevailing party in any dispute relating to this Agreement may be entitled to recover reasonable attorneys’ fees and costs, to the extent permitted by law or by a court order.

Any notice under this Agreement must be sent to the email or mailing address listed in the applicable Project Documents or otherwise provided by the receiving party in writing.

Email notice is effective when sent, unless the sender receives an error or bounce notification.

This Agreement, together with the applicable Project Documents and any incorporated policies, is the entire agreement between the parties regarding the Services.

If there is a conflict between documents, the following order of priority applies unless the Project Documents say otherwise:

• signed statement of work or proposal
• this Agreement
• any referenced policy or attachment

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement remains in effect.

Failure to enforce any provision of this Agreement does not waive the right to enforce it later.