---

1) Accounts & Eligibility

• You must be at least the age of majority in your jurisdiction and capable of forming a binding contract.
• Account information must be accurate and kept updated. You are responsible for safeguarding credentials and for all activities under your account.
• We may refuse, suspend, or terminate accounts at our discretion where permitted by law.

---

2) Orders, Scope & Changes

Project‑specific details (deliverables, timelines, responsibilities) may be set out in an order form, statement of work (SOW), proposal, or online checkout (collectively, an “Order”).

• Scope: Only the items expressly listed in an Order are included. Any additional work requires a written change order and may affect fees and timelines.
• Dependencies: Client must provide timely access, assets, credentials, and feedback necessary for delivery. Delays caused by Client extend timelines accordingly.
• Rush work: Expedited requests may incur rush fees if accepted.

---

3) Fees, Billing & Taxes

• Fees: Unless otherwise stated, fees are quoted before taxes, in the currency specified on the Order, and are non‑refundable except as provided in these Terms.
• Invoices & due date: Invoices are due upon receipt (or as stated on the invoice/Order). Late amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by law.
• Suspension: We may suspend work or access for unpaid amounts after reasonable notice.
• Taxes: Client is responsible for applicable taxes, duties, and withholdings, excluding taxes based on our net income.
• Chargebacks: Initiating a chargeback without first attempting to resolve the issue with us may be considered a material breach.

---

4) Subscriptions, Renewals & Cancellation

• Auto‑renewal: Subscription plans renew automatically for the same term unless cancelled before the renewal date.
• Cancellation: You may cancel future renewals at any time via your account or by written notice. Cancellations take effect at the end of the current term.
• Proration & refunds: Unless required by law or stated otherwise, fees paid are non‑refundable and not prorated.
• Upgrades/Downgrades: Changes to plan tiers may take effect immediately or at the next term, as specified in the plan terms.

---

5) Approvals, Revisions & Delivery

• We will submit deliverables for review according to the Order. Reasonable rounds of revisions are included where stated; out‑of‑scope changes may incur additional fees.
• Client approvals (including silence beyond the review window specified in the Order) authorize us to proceed to the next milestone or publish as agreed.
• Delivery occurs when we provide access, publish, or hand off files to the Client or designated platform.

---

6) Client Content & Licenses

• Client retains ownership of materials it supplies (text, images, video, trademarks, data) and grants us a non‑exclusive, worldwide, royalty‑free license to use, reproduce, adapt, and display such materials solely to perform the Services.
• Client represents it has the necessary rights and permissions for the materials provided and that their use will not infringe third‑party rights or violate law.

---

7) Intellectual Property & Portfolio Rights

• Our IP: We retain all rights in our pre‑existing materials, frameworks, libraries, templates, know‑how, and tools (the “BuildWidth Materials”).
• Work Product: Upon full payment, and unless otherwise stated in the Order, we grant Client a non‑exclusive, perpetual, worldwide license to use the final deliverables for Client's internal business or public‑facing purposes. Source files, raw project files, or proprietary components may be excluded unless expressly included in the Order.
• Portfolio: We may display non‑confidential work samples, screenshots, and client marks for self‑promotional purposes (portfolio, website, social, case studies). Client may opt‑out by written notice, except where attribution is required by third‑party licenses.

---

8) Acceptable Use

• No unlawful, harmful, fraudulent, infringing, or abusive activities, including spam, malware, scraping, or attempts to circumvent platform rules (e.g., A2P 10DLC messaging policies).
• No content that is defamatory, obscene, exploitative, or violates privacy or publicity rights.
• We may suspend or remove content, or limit access, where we reasonably believe these Terms or laws are breached.

---

9) Third‑Party Services & Integrations

Some Services depend on or integrate with third‑party platforms (e.g., hosting, CRM, messaging, analytics, payment processors). Your use of those services may be subject to their terms and privacy policies. We are not responsible for third‑party services we do not control.

---

10) Confidentiality & Data Protection

• Each party may access confidential information of the other and will protect it using at least reasonable care, using it only for the intended purpose and limiting disclosure to those who need to know.
• If we process personal data on Client’s behalf, a data processing agreement (DPA) will apply and the Privacy Policy explains our general practices.

---

11) Warranties & Disclaimers

• Each party warrants it has the authority to enter into these Terms.
• Except as explicitly stated, the Services and deliverables are provided “as is” without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, and non‑infringement.
• We do not guarantee specific outcomes (e.g., rankings, conversions, revenue) and are not responsible for third‑party changes that impact results.

---

12) Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages (including lost profits or revenue), even if advised of the possibility. Our aggregate liability arising out of or relating to the Services will not exceed the amounts actually paid by Client to us for the Services giving rise to the claim in the 12 months preceding the event.

---

13) Indemnification

Client will defend, indemnify, and hold harmless BuildWidth and its affiliates, officers, employees, and agents from and against claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from (a) Client content; (b) Client’s use of the Services in violation of these Terms or law; or (c) Client’s breach of third‑party rights.

---

14) Suspension & Termination

• We may suspend the Services for non‑payment, security risks, suspected fraud, or violations of these Terms.
• Either party may terminate for material breach if not cured within 10 days of written notice.
• Upon termination, all amounts due become immediately payable and licenses granted to Client may terminate unless otherwise stated in the Order.

---

15) Governing Law, Venue & Disputes

Customize this section to your primary place of business or to match your client contracts.

• These Terms are governed by the laws of [Insert jurisdiction], without regard to conflict‑of‑laws principles.
• Exclusive jurisdiction and venue lie in the courts of [Insert city/region]. Each party consents to personal jurisdiction there.
• Before filing suit, the parties will attempt in good faith to resolve disputes through negotiation for at least 30 days.

---

16) Notices

Official notices must be sent by email to [email protected] and are deemed given when received. We may also provide operational notices within the Services.

---

17) Changes to the Services or Terms

We may modify the Services, fees, or these Terms to reflect operational, legal, or security updates. Material changes will be posted within the Services or notified directly where required by law. Your continued use after changes become effective constitutes acceptance.

---

18) Miscellaneous

• Independent Contractor: We are an independent contractor; no partnership, joint venture, or employment relationship is created.
• Non‑Solicitation: During the engagement and for 12 months thereafter, neither party will solicit for employment or engage the other’s employees or contractors without written consent (excluding general public job postings).
• Force Majeure: Neither party is liable for delays caused by events beyond its reasonable control.
• Assignment: Neither party may assign these Terms without consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Severability: If any provision is unenforceable, the remainder remains in effect.
• No Waiver: Failure to enforce a provision is not a waiver.
• Entire Agreement; Order of Precedence: These Terms together with any Order constitute the entire agreement. If there is a conflict, the Order prevails for the applicable project.
• Headings: For convenience only and do not affect interpretation.