Client Services Agreement

01Parties, Proposal and Scope

“DDT” means Drive Digital Traffic Inc., the service provider identified on the accepted proposal. “Client” means the business or individual identified on that proposal. The proposal, this agreement, and any written approved change orders together form the agreement for a project.

The proposal must identify the specific deliverables; technical requirements; acceptance criteria; delivery responsibilities; milestone prices; estimated schedule; revisions included; third-party services; warranty length; and any additional service or cancellation rates. We perform only the services expressly included.

Statements of possibility, samples, prototypes, marketing examples, and general discussions are not promises to deliver features omitted from the proposal. No fixed outcome is guaranteed for search rankings, website traffic, conversion rates, sales, profit, or third-party platform approval. Both parties will act in good faith and communicate promptly.

How this agreement becomes binding. A project begins only when a written proposal has been accepted by the Client, through signature or recorded electronic acceptance, and any required initial payment has been received. Visiting this website, reading this page, or sending an inquiry does not accept this agreement and creates no obligation on either side. The Website Terms of Use govern ordinary use of the site; this agreement governs paid project work.

02Client Cooperation and Content

The Client must supply complete, accurate content, branding assets, legal and business information, approvals, and any necessary accounts, credentials, permissions, or vendor access specified in the project’s onboarding checklist. The Client warrants that materials and instructions it provides may lawfully be used for the project and will not knowingly violate third-party rights. We may rely on Client-provided factual information unless the proposal specifically includes factual verification. Material inaccuracies or missing access can require a revised quote or schedule.

We will identify required items and dependencies in writing. The Client should use invitations or least-privilege delegated access when available, and must not send payment-card numbers or plaintext passwords through ordinary project messages. The Client may designate an authorized representative for feedback; that representative’s approvals bind the Client.

03Price, Milestones and Change Orders

Unless the proposal specifies otherwise, the project fee is payable 50% on signing; 25% upon presentation of the defined functional prototype or equivalent milestone; and 25% immediately before final delivery, deployment, or transfer. We need not start before the initial payment clears, and we need not release final deliverables before the final installment is paid. Work already approved and paid for can be separately delivered if both parties agree in writing to end the project early.

The agreed scope includes the number of consolidated revision rounds stated in the proposal, not unlimited changes. A revision adjusts an approved deliverable within the existing scope. New pages, changed business objectives, new integrations, materially different designs, and additional functionality are change orders. We will present the added charge and schedule in writing before proceeding, and no change order is effective until both parties accept it.

Third-party transaction charges and taxes are allocated as specified in the proposal and applicable law.

04Cancellation, Startup Fee and Refunds

The Client may cancel by written notice. The initial payment is not an unconditional penalty, and it is not an automatic forfeiture of money for work never undertaken.

Reservation and mobilization component

Of the initial 50% payment, 20% of that initial payment (equivalent to 10% of the total project price) is designated as the startup fee for reserving capacity, onboarding, reviewing requirements, and initial project administration. It becomes earned when those services are actually provided. The amount and the services it covers are disclosed on the proposal. If we have not provided them, or if retention is otherwise prohibited by applicable law, the unearned amount is refunded.

After work begins

In addition to the earned startup fee, we may retain payment for completed milestones, documented work actually performed at the cancellation labor rate stated in the proposal, and Client-authorized nonrecoverable project expenses, without charging twice for the same work. If the startup fee compensates a service, those same hours are not charged again.

We will supply an itemized final accounting. Any excess prepaid amount will be refunded within 14 calendar days after the accounting is finalized, subject to payment-processor timing. Where the first milestone has genuinely been completed and made available for review, that milestone’s agreed fee may be fully earned.

If we cannot perform

If we discover that we cannot materially deliver the agreed scope, we will notify the Client promptly and offer either (a) a mutually accepted revised scope and price in writing, or (b) termination with a refund of amounts attributable to undelivered and unaccepted work. If we have delivered no usable, accepted work or startup service, we will refund the amount paid. We will not unilaterally substitute a reduced deliverable for the original promise.

We may voluntarily offer additional goodwill refunds or credits on a case-by-case basis. That discretion does not eliminate rights the Client has under this agreement or applicable law. An accepted proposal may include a separate, reasonable, and lawful cancellation schedule for a genuinely fixed-price milestone, but it must not silently contradict this section.

05Client Delays and the Dependency Clock

An Outstanding Client Requirement means an identified, reasonably necessary deliverable, access grant, content item, approval, decision, or payment that we have requested in writing and that remains materially incomplete. A Dependency Day means a calendar day during which one or more such requirements remain outstanding beyond the specified due date.

Dependency Days accumulate across the project, including across phases. Email replies, status updates, partial submissions, and promises to deliver do not stop, reset, or cure the clock while a required item remains incomplete. When all then-outstanding requirements are supplied, the clock stops accruing; if a new required item later becomes overdue, accrual resumes from the prior cumulative total. We will maintain a dated record of outstanding items and cumulative days.

• After 14 cumulative Dependency Days, we may pause the affected work and provide written notice of the precise missing items and the consequences.
• After 30 cumulative Dependency Days, resuming a paused project may require a disclosed $250 reactivation fee for actual technical re-audit, environment verification, and rescheduling work, where that work is reasonably needed. No fee is charged where we did not incur or perform the specified reactivation services. This fee is not a punishment for communication delays.
• After 60 cumulative Dependency Days, we may issue a final written notice giving 7 additional calendar days to provide the specifically identified outstanding requirements. If the requirements remain unmet, we may terminate the project. We are then entitled to amounts earned for actual services and authorized costs under Section 04, not to automatic forfeiture of all unearned prepaid amounts.

Our schedule extends for Client-caused delay and reasonable rescheduling. We may also pause for unpaid invoices as described in the proposal. The clock does not accrue for delays primarily caused by us, by our own unfulfilled requests, or by conditions outside the Client’s control where no Client requirement is overdue.

06Delivery, Acceptance, Warranty and Support

The Delivery Date is the date we give written notice that the agreed deliverable is complete and make the specified files, working preview, access, or installation package available in the contractually agreed form. If we have agreed to perform production deployment, delivery for that deliverable includes making the production deployment available. If the Client is responsible for deployment or installation, postponing that step does not postpone delivery or start a new warranty clock.

The Client has 7 calendar days after delivery of a reviewable milestone to report material departures from documented acceptance criteria with reasonable reproduction details. Silence after written delivery and a reminder may constitute acceptance of that milestone solely for billing and project completion, but does not eliminate an express warranty or rights that cannot lawfully be waived. We will reasonably correct timely identified in-scope defects before final acceptance, or document any agreed remaining issues.

Limited warranty

30 calendar days from the Delivery Date for websites and static digital deliverables. 90 calendar days for commissioned standalone software only if the proposal expressly selects that period; otherwise the software warranty is 30 days. The warranty covers reproducible defects that cause the delivered work to fail to meet the approved technical scope as delivered. Report defects within the stated period.

For a covered defect, we will use commercially reasonable efforts to repair it or provide a functionally equivalent correction without an additional professional-service fee. The warranty does not promise uninterrupted operation, compatibility with every device, or results from independent third parties.

No continuing service

Content changes, ordinary updates, feature additions, training, migrations, account administration, new integrations, domain renewal, security patching, backups, and post-warranty troubleshooting are not included unless expressly listed in the proposal or a separately purchased support plan.

Post-delivery ad hoc professional support is $150 per hour, with a one-hour minimum, and requires advance authorization from the Client. Work required to correct an in-warranty defect caused by us is not charged as ad hoc support.

Client changes and third-party maintenance

The Client may hire others to maintain or modify a website under Section 07. We are not responsible for defects introduced by the Client or third parties. A modified component, deployment, or dependency is outside warranty coverage to the extent the reported problem arises from the modification, or to the extent we cannot reasonably diagnose it without restoring the delivered baseline. We may require restoration of the original environment before evaluating a claim, and restoration work is chargeable if Client-caused.

This does not erase an otherwise valid warranty claim for a demonstrably unrelated pre-existing defect, and it creates no ongoing obligation to inspect, approve, or monitor changes.

07Intellectual Property and Licensing

7.1 Client property

The Client retains ownership of its trademarks, content, photos, data, branding, and accounts. The Client grants us a limited license to use those materials to perform the project, and to display work publicly only to the extent separately authorized. We will not claim ownership of the Client’s business identity or data.

7.2 Our background technology

To the extent owned or otherwise lawfully controlled by us, we retain our pre-existing and reusable original code, libraries, templates, components, development methods, architecture documentation, tools, and non-client-specific know-how (“DDT Background Technology”). The same applies to reusable improvements developed during the engagement, excluding the Client’s confidential materials and uniquely commissioned assets expressly assigned in writing.

We do not claim exclusive copyright over public-domain, third-party, open-source, or purely AI-generated material that is not protectable or ownable by us. Third-party licenses remain applicable.

7.3 Websites

Upon payment in full, the Client receives a perpetual, worldwide, nonexclusive, paid-up license to use, host, publish, back up, maintain, modify, and create adaptations of the delivered website for the Client’s business, including through independent contractors. The license may transfer with a bona fide sale, merger, or transfer of the Client’s business or its operating website assets, without additional license fees.

The Client may receive source code and deployment instructions only to the extent specified in the proposal; no unstated repository or private development tooling is promised. The Client may not extract and resell DDT Background Technology as a standalone template, reusable website-building kit, agency platform, or competing software product, or copy it into unrelated third-party commercial projects except as expressly licensed.

Ordinary operation, backup, lawful maintenance, and modifications to the purchased site are permitted. Nothing here prohibits independently developed code, general design ideas, or conduct that applicable law does not allow the parties to restrict.

7.4 Standalone licensed software

Unless a separate software license states otherwise, a one-time purchase grants a perpetual, paid-up license to use the delivered software version for the number of authorized instances or seats specified at purchase. It is not ownership or assignment of the underlying source code or intellectual property.

A “permanent digital asset” means the licensed version does not require a recurring license-payment subscription to us merely to retain the purchased rights. It does not guarantee perpetual compatibility with future systems, continued availability of third-party services, perpetual cloud hosting, future upgrades, or ongoing support. Source code is not included unless explicitly stated.

7.5 Transfer of standalone software licenses

Subject to applicable mandatory law and third-party license restrictions, the holder may sell or gift the entire purchased license to another person or business, provided the original holder ceases use, removes active installations or transfers the authorized device as applicable, keeps no operational copy except as the law permits, and supplies the new holder these license terms. The transfer does not create a second active license, and the transferee assumes the same terms.

We do not charge a transfer fee unless a separately disclosed product-specific term provides for a necessary paid service. Backup rights, lawful interoperability, and other nonwaivable rights remain unaffected.

7.6 Prohibited commercial exploitation

Unless expressly licensed, purchasers may not sell copies of the underlying software as their own product, publish or distribute source code, remove license controls unlawfully, sublicense multiple simultaneous installations beyond the purchased entitlement, or commercially reproduce our protected implementation. Restrictions on reverse engineering apply only to the extent permitted by law; they do not bar independently developed competing products or legally protected interoperability or security activity.

08Third-Party Providers

The Client is responsible for purchasing, owning, renewing, and paying all required third-party domains, hosting, paid services, payment accounts, API usage, and software subscriptions. We will not advance their recurring fees or hold their payment credentials. We will perform setup, configuration, or handover only where the proposal expressly includes that labor.

Hosting or vendor disruptions, changed API terms, browser and operating-system updates, security vulnerabilities introduced by third parties, and external service shutdowns may require separately paid remediation, except where the failure is attributable to a covered defect of ours or to our own breach.

Unless the proposal promises a maintenance service, we do not monitor the website after delivery, install routine updates, maintain backups, renew domains, or guarantee service availability. The handover will identify any operational dependencies known to us at delivery.

09Confidentiality, Data and AI Assistance

Each party will use reasonable care to protect nonpublic confidential information received solely for the project, disclose it only to people or approved services reasonably necessary to perform the work, and not use it for unrelated purposes. Exceptions include information that is lawfully public or independently obtained, or disclosure required by law. The Client must not provide regulated, highly sensitive, or third-party personal data unless its use and necessary safeguards are expressly approved in writing.

We use AI-assisted development tools. We may use AI-assisted development and third-party coding, hosting, design, analytics, or collaboration tools where consistent with the project scope, confidentiality commitments, and applicable vendor terms. The proposal or agreed data-handling instructions should identify any material transfer of Client confidential information to outside AI systems.

We remain responsible for the services we actually agree to deliver, including reasonable testing of AI-assisted code and deliverables. The Client remains responsible for reviewing and supervising any autonomous AI functionality after handover, using it lawfully, and checking critical output before acting on it.

Generative AI can produce inaccuracies, unpredictable responses, or unsafe suggestions, and we do not guarantee the accuracy or suitability of an AI model’s independent future responses. This allocation does not excuse our breach of express implementation commitments, fraud, intentional misconduct, or other liability that law prohibits disclaiming. Any Client indemnity applies only to third-party claims arising from the Client’s unlawful use, unauthorized instructions, or misuse of delivered systems, to the extent caused by the Client’s conduct, and does not shield us from our own wrongful conduct.

10Disclaimer and Limitation of Liability

Except for express written project warranties and rights that cannot be disclaimed by law, we disclaim implied guarantees of business results and third-party platform performance. Neither party is liable to the other for speculative lost profits or indirect or consequential losses arising from an ordinary contract breach, except as required by applicable law or expressly agreed otherwise.

To the maximum extent permitted by applicable law, our aggregate liability arising from a specific project will not exceed the total fees actually paid to us under that project. This cap does not apply where prohibited by law, or to liability for fraud, willful misconduct, or other conduct for which liability cannot legally be limited. It does not prevent a refund specifically required under Section 04.

Nothing in this agreement eliminates statutory remedies or legal duties that cannot be waived by contract. Any exclusion must be interpreted consistently with applicable law.

11Florida Law and Disputes

This agreement is interpreted under Florida law, except where applicable law requires otherwise. Before filing suit, the complaining party will send written notice describing the issue and allow 15 calendar days for a good-faith attempt to resolve it, unless urgent injunctive relief or a mandatory legal deadline requires earlier action.

To the extent enforceable, any lawsuit arising out of this agreement must be filed exclusively in the state courts located in Brevard County, Florida, or, where federal subject-matter jurisdiction exists, in the federal court with jurisdiction over Brevard County, Florida. The parties consent to personal jurisdiction there for disputes relating to this agreement, subject to nonwaivable statutory rights and any legal rule that makes enforcement unreasonable or unlawful. This clause is not a guarantee that every court in every circumstance will enforce the selected forum.

12Final Terms and Acceptance

Changes must be agreed in writing, including a recorded electronic approval. If one term is unenforceable, the remainder remains effective to the extent permitted. Failure to enforce one term once is not a permanent waiver. Notices will be sent to the designated project email addresses. E-signatures and electronic acceptance may be used where lawful. No oral statement overrides the accepted proposal and these terms absent a later written amendment.

When a proposal is accepted, the Client acknowledges that it has reviewed the proposal and this agreement, including the scope, the initial payment’s startup-fee allocation and cancellation accounting, the cumulative client-delay policy, third-party expenses, intellectual-property rights, and the limited post-delivery support described here.

The specific client name, project scope, deliverables, fees, milestones, revision rounds, deadlines, cancellation labor rate, nonrecoverable vendor expenses, deployment responsibility, source-code handover, product licensing count, selected warranty period, acceptance tests, and contact addresses are stated in the accepted proposal, which controls for that project.