1. Parties, adoption and purpose
This candidate Master Services Agreement is between $DEALDOT_LEGAL_ENTITY, trading as DealDot Media, with notice details $DEALDOT_NOTICE_CONTACT, and $CLIENT_LEGAL_ENTITY, with notice details $CLIENT_NOTICE_CONTACT. The effective date is $DATE. Each person accepting the engagement represents authority to act for the identified party.
This draft is not accepted merely by visiting the website. It applies only when a signed or otherwise mutually accepted written engagement expressly identifies this version. An inquiry, discussion, public offer or invoice alone does not establish an unagreed project scope. Preserve the accepted documents with the engagement records.
2. Definitions and incorporated documents
“Engagement” means the accepted proposal, order, statement of work (SOW), applicable schedules, addenda and these master terms. “Services” means only the work expressly included in that Engagement. “Deliverables” means the agreed outputs. “Client Materials” includes information, content, credentials and data supplied or authorized by Client. “Background Materials” means pre-existing or reusable tools, templates, methods and know-how. “Third-Party Services” means separately operated software, platforms, infrastructure and licensed materials used in the work.
“Confidential Information” means nonpublic information disclosed for the Engagement that is marked confidential or reasonably understood to be confidential. It excludes information lawfully public, independently developed, already lawfully known or received from an authorized source without a confidentiality duty. “Change Order” means a mutually accepted written change to the Engagement.
3. Order of precedence and version control
Mandatory law controls. A signed amendment expressly modifying a term takes priority, followed by accepted client-specific proposal/order/SOW terms, an applicable service schedule or addendum, and these master terms. A data-processing addendum takes priority on personal-data processing issues. More specific terms govern only the subject and Engagement they address. Where ambiguity remains, seek a written clarification before disputed work proceeds.
Only documents expressly identified or incorporated in the Engagement apply. Later website revisions, document relocations or new schedules do not automatically change existing signed terms. A purchase-order form, informal discussion or website description does not override accepted terms unless the parties expressly agree. Third-party terms govern use of the relevant third-party service without silently rewriting DealDot’s obligations.
4. Scope, deliverables and changes
The SOW must identify $PROJECT_SCOPE, $DELIVERABLES, exclusions, assumptions, acceptance criteria, responsibilities, access requirements, milestones and $DATE for any committed delivery date. A target is distinct from a binding milestone. No service, ongoing maintenance, advertising budget or hosting level is included by implication.
Either party may propose a Change Order identifying the effect on scope, fees, dependencies and schedule. Work outside the agreed scope requires written approval by authorized representatives before a charge or delivery commitment is created. If Client requests a pause or provides late materials, the parties should document the resulting schedule and resourcing changes; no automatic penalty or fixed extension is invented here.
5. Cooperation and approvals
Client identifies an authorized decision maker, supplies accurate business details and timely approved materials, obtains needed permissions and provides proportionate account access. DealDot identifies its engagement contact and performs the agreed work with reasonable professional care. Both parties communicate material constraints and changes that affect delivery.
Client reviews claims about licensing, insurance, services, prices, service areas, testimonials and availability before publication. Approval instructions should distinguish design approval from factual approval and authorization to launch. Client remains responsible for its trade operations, customer obligations and regulated professional decisions. DealDot remains responsible for the work it agrees to perform; cooperation does not eliminate that responsibility.
6. Delivery, acceptance and correction
The SOW should state how a Deliverable is submitted, the review window $REVIEW_PERIOD, objective acceptance criteria and the process for reporting material nonconformity. DealDot should have a reasonable opportunity, as agreed, to correct a supported deviation from those criteria. New preferences, extra pages or new functionality are changes rather than automatic defect corrections.
Silence is not deemed acceptance unless a specific lawful procedure is agreed in the SOW. Approval of a design is not an approval to publish or spend advertising funds unless stated. The Engagement must identify any post-delivery correction period or support commitment; no universal warranty duration or unlimited revision entitlement is established by this draft.
7. Fees, billing and commercial variables
Fees are $PRICE under $PAYMENT_SCHEDULE in the accepted order. Specify currency, taxes, invoicing, due dates, any recurring charges, usage fees, reimbursable expenses and authorized external purchases. Hosting, domains, software licenses, ad spend and ongoing work must be allocated expressly rather than assumed to be covered by a design fee.
No standard deposit, billing cycle, late fee, cancellation charge, refund entitlement or automatic renewal is established here. State any such terms in the accepted Engagement, consistent with law. Client may raise a documented billing dispute; the parties should distinguish disputed and undisputed amounts and attempt resolution. Payment authorization is limited to the amount and schedule actually accepted.
8. Ownership and licenses
Client retains ownership of its Client Materials and grants DealDot a limited permission to use and adapt them as necessary to perform the Engagement, including access by authorized providers subject to the applicable confidentiality and data terms. Client confirms it has appropriate rights and permissions. This permission does not authorize unrelated public portfolio use or model training.
The SOW must identify whether final bespoke Deliverables are assigned or licensed, the permitted uses, transfer conditions and any dependence on full payment. Background Materials remain with their owner; identify the license needed to use any such material embedded in a final Deliverable. Third-party fonts, photos, plugins, themes, software and AI-assisted output may have separate conditions and limits. Source files, editable files, unused concepts and tools are included only if expressly listed. DealDot branding is not transferred. Portfolio display requires separate Client permission.
9. Confidentiality and credentials
Each party uses the other’s Confidential Information only for the Engagement, protects it with reasonable care and limits disclosure to people who need it and are subject to appropriate duties. A legally compelled disclosure should be limited to the requirement and, when lawful and practicable, preceded by notice to the other party.
Use approved methods for credentials and private records, grant only needed privileges and revoke access when no longer required. On completion or termination, return, delete or retain confidential material according to the Engagement and lawful retention obligations. Retained copies remain protected; routine archives do not authorize continued operational use.
10. Personal data, providers and security
The parties must identify data roles, permitted purposes, information categories, relevant providers, security measures, retention and applicable law before processing personal data for a Client. Where DealDot acts on Client instructions, use an appropriate data-processing addendum and provider arrangements. A public Privacy Notice does not substitute for that contract.
DealDot may use providers as specified or authorized by the Engagement. Client-owned accounts and platform approvals remain subject to their operators. No unspecified provider certification, geographic restriction, uptime commitment, backup schedule or incident-response deadline is assumed. Both parties should report relevant suspected compromise promptly through the agreed contact and follow applicable legal requirements.
11. Service standards and realistic outcomes
DealDot will use reasonable professional care in performing the accepted Services. Work should be evaluated against the agreed scope and criteria. Search engines, advertising platforms, audience behavior, market competition, Client capacity and Client follow-up affect results outside DealDot’s sole control.
No ranking, inquiry count, booked job, revenue, profit or uninterrupted third-party operation is guaranteed unless an express lawful commitment is separately signed. Services are not legal, accounting, tax, investment, engineering or trade-safety advice unless a qualified regulated engagement is expressly established. These limits do not excuse failure to deliver accepted work.
12. Term, suspension and termination
Set $SERVICE_TERM, $START_DATE, any $RENEWAL_DATE, renewal mechanism, cancellation notice $NOTICE_PERIOD and any agreed early-termination consequences. Renewal is not automatic unless the accepted documents say so. Ending one SOW need not end another unless their dependencies require it.
For a material breach, provide written particulars and the agreed cure opportunity $CURE_PERIOD, except where immediate restriction is reasonably necessary for law, security or a serious ongoing risk. Any suspension should be limited to the affected service where feasible, with notice when lawful and practicable. Restore access or work when the reason is resolved according to the Engagement. Convenience termination, credits and refunds require express terms; this draft supplies no invented policy.
13. Exit, transition and surviving duties
On ending an Engagement, identify the effective date, work completed, unpaid agreed charges, disposition of in-progress work, rights that have vested and services that will stop. Agree any export, migration, credential handover, assistance fee, deadline and retention/deletion instruction. Transferability depends on licenses, account authority and the platform; an editable export or seamless migration is not promised by default.
Separate third-party subscriptions, domain renewals or BlueDotHost hosting arrangements do not necessarily end when DealDot work ends. Do not delete a site or change ownership merely on an assumption about cancellation. Confidentiality, applicable payment duties, vested intellectual-property rights, data disposition and dispute provisions survive to the extent necessary to give them effect.
14. Claims, indemnities and liability allocation
Each party should promptly notify the other of a third-party claim relating to the Engagement, preserve relevant records and cooperate reasonably. Any defense or indemnity obligation must identify the covered claim, exclusions, control of defense, cooperation and settlement restrictions in $CLAIMS_ALLOCATION. A party should not concede liability or bind the other to a settlement without authorization.
Specify any mutually agreed $LIABILITY_CAP, measurement period, excluded damages and carve-outs in the signed Engagement after legal review. This draft does not insert an arbitrary monetary cap or require a one-sided indemnity by implication. Any limitation remains subject to mandatory law; non-excludable liability and applicable mandatory remedies are preserved. Warranties or risk allocation agreed elsewhere should be checked for consistency.
15. Disputes, notices and general provisions
Use the named contacts to raise a dispute in writing and attempt a practical resolution. Governing law is $GOVERNING_LAW and forum is $DISPUTE_FORUM only when completed and accepted. No mandatory arbitration, class waiver or jurisdiction is imposed by this candidate text without an express reviewed provision.
Specify acceptable notice channels and when notice is received. Neither party is the other’s employee, agent or authorized signatory merely through the Engagement. Assignment or delegation of material obligations should follow the accepted terms. For events outside reasonable control, promptly explain impact, mitigate where feasible and agree any schedule or termination consequences; payment for unaffected accepted work is addressed separately. If a provision is unenforceable, preserve the remaining lawful provisions where possible. Waiver must be express; amendments require mutual written acceptance. The Engagement is the complete agreement for its identified scope, subject to mandatory law.