Client Services Agreement

This Client Services Agreement (this "Agreement") is entered into between Tech Turtle LLC ("Tech Turtle," "we," "us," or "our"), a Wisconsin limited liability company, and the client identified in the accompanying Order Form ("Client"). The Order Form and this Agreement together form the parties' complete agreement for the services described.

The Order Form is incorporated by reference. Where a term of the Order Form conflicts with this Agreement, the signed Order Form controls.

A purchase of services is governed by the documents below, and if they conflict, the earlier-listed document controls to the extent of the conflict:

1. The signed Order Form
2. Any Statement of Work or Change Order for the engagement
3. The Data Processing Addendum (where it applies)
4. The Client Services Agreement
5. Any applicable state-specific addendum
6. The public website policies (Terms of Service, Privacy Policy, and related policies)

The public Website Terms of Service and other public policies do not by themselves govern a paid engagement; the signed Order Form and this Agreement do, together with any Statement of Work, Change Order, Data Processing Addendum, and applicable state-specific addendum.

We will provide the website design/development, managed hosting, maintenance, and related services expressly described in the Order Form. Services, deliverables, and included allowances are limited to what the Order Form lists.

Anything not expressly listed in the Order Form is out of scope and is handled through the Change Order process in Section 8.

The initial term and any minimum service commitment are stated in the Order Form. Recurring fees are payable for the full initial term unless this Agreement or the Order Form expressly provides otherwise.

Cancellation of ongoing service activity and an early website buyout are separate concepts, addressed in Sections 10 and 11 respectively. Requesting cancellation does not by itself trigger a buyout charge.

Fees are stated in the Order Form. Recurring service, hosting, and maintenance fees are billed in advance on the billing cycle stated in the Order Form. Advertising spend paid to third-party platforms is separate from and in addition to our fees.

Payments not received within 10 days after the due date are past due and may incur a late charge of the greater of $35 or 1.5% per month (18% per year) on the past-due balance, to the extent permitted by law.

A returned or failed payment (including insufficient funds or a chargeback we must administer) may incur a $35 fee, in addition to any amounts owed.

Client is responsible for applicable taxes. Amounts are shown in the Order Form and, before payment authorization, as a total recurring monthly charge.

Where the Order Form includes managed hosting, hosting covers only the items expressly listed in the Order Form. Hosting is billed monthly in advance and begins on the activation date stated in the Order Form, the launch date, or another clearly disclosed date.

Hosting is separate from maintenance unless the Order Form expressly bundles them. Domain registration/renewal and third-party service costs are the Client's responsibility unless the Order Form states otherwise.

Where the Order Form includes a maintenance plan, the plan provides a measurable monthly allowance of covered work as stated in the Order Form. No plan promises unlimited work.

Unused monthly allowance does not roll over unless the Order Form expressly states otherwise. Work beyond the allowance, and work outside the plan's covered categories, is out of scope and handled by Change Order.

The number of included revision rounds per major design deliverable is stated in the Order Form. Additional revisions, new design directions, and changes after approval are out of scope and handled by Change Order.

Out-of-scope work requires a written, affirmatively approved Change Order before the added work begins, except where urgent action is reasonably necessary to prevent material damage and this Agreement or the Order Form expressly authorizes it.

A Change Order states the requested change, affected deliverables, any additional one-time price, any additional recurring fee, any added third-party cost, timeline impact, and any maintenance or ownership impact. Added work is authorized only by an affirmative approval, not by silence or by a generic button.

Out-of-scope and additional work is billed at our then-current rate stated in the Order Form or approved in advance (currently $150 per hour) unless a different amount is agreed in writing.

Emergency work is defined narrowly and may include an active site outage, an active security incident, broken payment processing, broken lead-form delivery, material data-loss risk, or a critical production failure. It does not include late requests, forgotten promotions, last-minute content, ordinary cosmetic edits, or client-created scheduling pressure.

Any emergency, after-hours, rush, or minimum charges must be stated in the Order Form or approved before work, except where urgent action is reasonably necessary to prevent material damage and the Order Form expressly authorizes it.

Client may request to end ongoing service activity as described in the Order Form. Fees already due for the initial term remain payable in accordance with Section 3 and the Order Form. Cancellation does not transfer ownership except as provided in Sections 11 and 12.

A Client who wishes to obtain possession or transfer of the website before completing the initial commitment may do so through the early-buyout terms stated in the Order Form. The buyout is a contractual option, not a penalty, and reflects the value of work performed and the remaining commitment.

Any early-buyout figure shown in the client portal is an estimate until reviewed and approved by an authorized Tech Turtle administrator. We do not automatically charge a buyout merely because a Client requests cancellation. We may, at our discretion, offer a discounted written buyout or settlement.

Except as expressly transferred in the Order Form upon full payment of the applicable amounts, we retain ownership of our pre-existing materials, proprietary tools, frameworks, code libraries, and templates. Third-party components remain subject to their own licenses.

Completion of the commitment or an approved buyout transfers only the rights the Order Form expressly states, which may include the production website content, client-specific design files where included, and an export or migration as described in the Order Form.

Renewal of the service plan, hosting, and maintenance is disclosed separately in the Order Form; these services do not necessarily renew in the same manner. Any automatic renewal, advance renewal notice, and cancellation window are as stated in the Order Form and applied consistent with Wisconsin requirements.

We may suspend services or the hosted website for non-payment after past-due notice. Reactivation after a suspension for non-payment may incur a reactivation fee as stated in the Order Form (currently $75), in addition to amounts owed.

Client will provide timely content, approvals, access, and cooperation. Client delays may affect timelines and do not create unlimited free rework. Client is responsible for the accuracy and rights to any materials it provides.

We will perform services in a professional and workmanlike manner. Except as expressly stated, services and deliverables are provided “as is” to the fullest extent permitted by law, and we disclaim implied warranties. We do not guarantee specific rankings, traffic, or revenue outcomes.

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, and our aggregate liability arising out of the services is limited to the amounts paid by Client for the services giving rise to the claim during the three (3) months preceding the event.

Each party will protect the other's non-public business information disclosed in connection with the services and use it only to perform or receive the services.

Before starting arbitration, a party must first send a written notice of dispute to the other and the parties will negotiate in good faith for at least 30 days. Notice to us goes to Tech Turtle LLC, Attn: Logen Doiel, 1921 N 10th Ave, Wausau, WI 54401.

Except for the exceptions below, any dispute that is not resolved informally will be resolved by binding arbitration on an individual basis. Each party waives any right to participate in a class, collective, or representative action ("Class Action Waiver").

The following are excepted from arbitration: (a) claims that qualify for small-claims court; and (b) an action by Tech Turtle to collect undisputed past-due amounts.

This Agreement is governed by the laws of the State of Wisconsin. To the extent a matter proceeds in court, the exclusive venue is Marathon County, Wisconsin. In any dispute arising out of this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

Services are offered to businesses for business purposes. All dispute-resolution provisions are subject to attorney review and applicable law.

The parties agree that electronic signatures and records are valid and enforceable to the same extent as handwritten signatures and paper records. The individual accepting on behalf of the Client represents that they are authorized to bind the Client.

If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision is modified to the minimum extent necessary. This Agreement and the Order Form are the entire agreement and supersede prior proposals on the same subject. Notices to us are sent to Tech Turtle LLC, Attn: Logen Doiel, 1921 N 10th Ave, Wausau, WI 54401.