The terms for TEC Web Studio website packages and specials.
This is the agreement you read and sign online before paying for a website package or special. Your signed copy also includes your Order Summary, your initials, and both signatures, and we email it to you.
This General Web Services Agreement (“Agreement”) is entered into between TEC Web Studio LLC, a Connecticut limited liability company with its principal place of business at 24 Brewer Street, New London, CT 06320 (“Studio”), and the person or business entity identified at the time of engagement (“Client”).
The Studio’s Managing Member is authorized to execute this Agreement on behalf of TEC Web Studio LLC pursuant to the Connecticut Limited Liability Company Act.
2.1 Services. Studio will provide web design and related services as described in the project proposal or order form accepted by Client, including the Order Summary presented to Client before signing (“Project”). The Project price, any selected add-ons, and the total due are as shown in the Order Summary.
2.2 No Guarantee of Results. Studio makes no representation that any website will generate specific traffic, leads, revenue, or search engine rankings. Deliverables are limited to the functional and design outputs described in the Project proposal.
2.3 Client Responsibilities. Client shall provide all content, materials, credentials, and approvals necessary for Studio to complete the Project within agreed timelines. Delays caused by Client, including late content, materials, or approvals, extend the Project timeline accordingly, and Studio is not responsible for those delays.
2.4 Delivery Timeframe. Studio will deliver the finished website within five (5) to ten (10) business days after the later of (a) Studio’s receipt of payment and (b) Studio’s receipt of all content and materials needed for the Project (“Standard Delivery”). If Client selects priority delivery, the delivery deadline shown in the Order Summary applies instead. “Business days” means Monday through Friday, excluding federal and Connecticut state holidays. The website is “delivered” when Studio sends Client a link to the finished website for review.
2.5 Orders by Adults Only. Client must be at least eighteen (18) years old to place an order and accept this Agreement. A website for a person under eighteen (18), such as a student portfolio, must be ordered by that person’s parent or legal guardian, who is the Client under this Agreement.
2.6 Content About Other People. Client is responsible for the names, photographs, and other information about other people that Client provides for the website. Client confirms that Client has permission from each person named or pictured, and, for any person under eighteen (18), from that person’s parent or legal guardian, to publish that information on the website. Studio may decline to publish, or may remove, any information about a minor if Studio reasonably believes permission has not been given or the information could put the minor at risk.
Studio may offer a complimentary website audit prior to engagement. No payment is required for the audit. The audit does not create a binding obligation on either party. If Client approves a Project following the audit, payment in full is due before Studio begins any work.
4.1 Payment in Full. All Project fees are due in full before Studio begins work. Studio will not commence any Project until payment is received and confirmed.
4.2 No Payment Invoices; Receipts Only. Studio does not issue invoices requesting payment. All fees are paid at the time of Project approval through Studio’s designated payment method. Studio provides Client a receipt for every payment, including any recurring plan charges.
4.3 Pre-Commitment Disclosure. The total Project fee, including any selected add-ons, any discount, and any applicable sales tax, will be clearly disclosed to Client in the Order Summary before Client signs this Agreement and before payment is collected.
4.4 Sales Tax. Studio charges Connecticut sales tax as required by Connecticut law. Clients located in Connecticut pay sales tax at the rate that applies to the use of the services (currently 1% for business use and 6.35% for personal use). Clients located outside Connecticut are not charged Connecticut sales tax. Any discount is applied before sales tax is calculated. A Client who orders for business use certifies that the website is for business use and that the business information Client provides is accurate. If that certification is inaccurate, Client is responsible for any additional sales tax, interest, and penalties that result.
5.1 Included Revisions. Each Project includes the number of revision rounds shown in the Order Summary.
5.2 Out-of-Scope Work. Any work requested beyond the original Project scope or beyond the included revision rounds constitutes a change order. Studio will provide a written change order specifying the additional work and fee. Work on the change order begins only after Client signs the change order and pays any required fee.
5.3 Scope Creep. Requests that materially alter the Project’s design, structure, or functionality are out-of-scope regardless of whether revision rounds remain.
6.1 Client Deliverables. Upon receipt of full payment, Studio hereby assigns to Client all right, title, and interest, including copyright, in the custom design elements, written content, and graphics created specifically for Client’s Project, to the extent such works are original works of authorship created solely for Client under this Agreement, as required by 17 U.S.C. § 204(a).
6.2 Studio-Retained Assets. Studio retains all right, title, and interest in its pre-existing tools, frameworks, templates, code libraries, workflows, and any other reusable materials developed independently of Client’s Project (“Studio IP”), including those incorporated into Client’s deliverable. A non-exhaustive description of Studio IP categories is set forth in Schedule A attached hereto.
6.3 No Assignment of Studio IP. Nothing in this Agreement transfers ownership of Studio IP to Client.
To the extent any Studio IP is embedded in Client’s deliverable, Studio grants Client a non-exclusive, non-transferable, perpetual license to use that Studio IP solely as part of the delivered website. Client may not sublicense, resell, or extract Studio IP for use outside the delivered website.
8.1 Studio Warranty. Studio warrants that the delivered website will function materially as described in the Project proposal for thirty (30) days following delivery.
8.2 Disclaimer. EXCEPT AS STATED IN SECTION 8.1, STUDIO PROVIDES ALL SERVICES AND DELIVERABLES “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8.3 No Results Warranty. Studio does not warrant any particular business outcome, search engine ranking, traffic volume, or revenue result.
⚠ PLEASE READ THIS SECTION CAREFULLY. IT LIMITS STUDIO’S LEGAL RESPONSIBILITY TO YOU.
9.1 Liability Cap. Studio’s total liability to Client for any claim arising out of or related to this Agreement, regardless of the form of action, shall not exceed the total fees paid by Client to Studio under this Agreement.
9.2 Exclusion of Damages. IN NO EVENT SHALL STUDIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF STUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Basis of Bargain. Client acknowledges that the fees charged by Studio reflect this allocation of risk, and that Studio would not enter this Agreement without these limitations.
Client Initials Acknowledging Section 9: _______ / Date: _______
Connecticut courts evaluate limitation-of-liability clauses for conspicuousness and whether enforcement would violate public policy. This clause is presented in a conspicuous format and is intended to be enforceable to the fullest extent permitted by Connecticut law.
10.1 Mutual Obligation. Each party (“Receiving Party”) agrees to hold in confidence all non-public business information disclosed by the other party (“Disclosing Party”) in connection with this Agreement and to use it only to perform obligations under this Agreement.
10.2 Duration. Confidentiality obligations under this Section survive for two (2) years after this Agreement ends. If Client maintains an active Website Care plan with Studio, the two-year period begins when that plan terminates, not when the Project is delivered.
10.3 Indefinite Protection. Login credentials and trade secrets (as defined under Connecticut law) remain protected indefinitely, for as long as the information retains its confidential character.
10.4 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party before disclosure.
10.5 Unauthorized Access. Unauthorized access to or misuse of confidential information may constitute a violation of Connecticut law, including Conn. Gen. Stat. § 53a-251 (computer crime) and § 53a-129a (identity theft).
11.1 Termination by Either Party. Either party may terminate this Agreement with written notice if the other party materially breaches this Agreement and fails to cure the breach within fifteen (15) days of written notice.
11.2 Cancellation by Client and Refunds. Client may cancel the Project by written notice to Studio (email is sufficient). Refunds are based on when Studio receives the notice, counted in calendar days from the date of payment:
Days 1 through 3: a full refund of all fees paid, except any priority delivery fee.
Days 4 through 7: a refund of fifty percent (50%) of all fees paid, except any priority delivery fee.
After Day 7: no refund.
A priority delivery fee is not refundable upon cancellation, except as provided in Section 11.5. Sales tax is refunded in the same proportion as the fees refunded. Refunds are made to the original payment method.
11.3 Termination by Studio. Studio may terminate this Agreement if Client fails to provide necessary materials or approvals for more than thirty (30) days, or if Client engages in conduct that Studio reasonably determines makes continued performance impractical. In such case, Studio will refund a pro-rated portion of fees corresponding to work not yet completed, less any third-party costs incurred.
11.4 Survival. Sections 2.6, 6, 7, 9, 10, 12, 15, and 16 survive termination.
11.5 Late Delivery Credit. If Studio does not deliver the website by the end of the Standard Delivery period or by the priority delivery deadline shown in the Order Summary, Studio will refund five percent (5%) of the Project fee for each business day the delivery is late, up to a maximum of fifty percent (50%). If Client paid for priority delivery and Studio misses the priority deadline, Studio will also refund the priority delivery fee in full. If delivery is more than ten (10) business days late, Client may instead cancel by written notice and receive a full refund of all amounts paid, less any late-delivery credits already refunded. Days of delay caused by Client (Section 2.3) or by events described in Section 13 do not count as late. Sales tax is refunded in the same proportion as the fees refunded. For this Section, “Project fee” means the package price after any discount, not including priority delivery fees or sales tax.
⚠ PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE DECIDED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY.
12.1 Negotiation. Before initiating any legal proceeding, the parties shall attempt to resolve any dispute through good-faith negotiation for at least thirty (30) days after one party delivers written notice of the dispute to the other.
12.2 Mediation. If negotiation fails, the parties shall submit the dispute to non-binding mediation administered by the American Arbitration Association (AAA) or a mutually agreed mediator in New London County, Connecticut. The parties share the mediator’s fees equally.
12.3 Binding Arbitration. If the dispute is not resolved within sixty (60) days after mediation begins, either party may submit it to final and binding arbitration administered by the AAA before a single arbitrator. The arbitration will be conducted under the AAA Commercial Arbitration Rules, or, if Client is an individual using the services for personal or household purposes, the AAA Consumer Arbitration Rules. The arbitration will take place in New London County, Connecticut, or by video conference if both parties agree. The arbitrator may award the same relief a court could award on an individual claim, and the arbitrator’s decision is final. Judgment on the award may be entered in any court with jurisdiction.
12.4 Governing Arbitration Law. This Section 12 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and, to the extent not inconsistent with it, Conn. Gen. Stat. § 52-408 et seq.
12.5 Exceptions. Either party may (a) bring an individual claim in small claims court in New London County, Connecticut, if the claim qualifies; (b) ask a court for emergency or temporary relief to protect confidential information or intellectual property while a dispute is being resolved; and (c) go to court to confirm, enforce, or challenge an arbitration award.
12.6 Fees. Arbitration filing, administrative, and arbitrator fees are paid as provided in the applicable AAA rules. Each party pays its own attorney’s fees, unless the law or the arbitrator awards them.
12.7 Individual Claims Only. Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, collective, or representative proceeding.
12.8 Waiver of Jury Trial. BY ACCEPTING THIS AGREEMENT, CLIENT AND STUDIO EACH GIVE UP THE RIGHT TO HAVE A DISPUTE DECIDED BY A JUDGE OR JURY, EXCEPT AS STATED IN SECTION 12.5.
12.9 Time Limits. The time limit for bringing a claim is paused while the parties negotiate and mediate under Sections 12.1 and 12.2.
Client Initials Acknowledging Section 12: _______ / Date: _______
Neither party is liable for delay or failure to perform caused by circumstances beyond that party’s reasonable control, including natural disasters, government actions, internet or infrastructure outages, or pandemics, provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.
Studio represents that it is a duly organized Connecticut limited liability company in good standing, and that the individual executing this Agreement on Studio’s behalf has authority to do so.
This Agreement is governed by the laws of the State of Connecticut, without regard to conflict-of-law principles. Any court action permitted under Section 12, including small claims, emergency relief, and actions to confirm or enforce an arbitration award, shall be brought exclusively in the state or federal courts of New London County, Connecticut, and each party consents to personal jurisdiction in those courts. Connecticut’s six-year statute of limitations for contract claims (Conn. Gen. Stat. § 52-576) applies.
16.1 Entire Agreement. This Agreement, together with any applicable project proposal, the Order Summary, and Schedule A, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions and agreements.
16.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable; if it cannot be so modified, it shall be severed, and the remaining provisions shall continue in full force and effect.
16.3 Waiver. A party’s failure to enforce any provision of this Agreement is not a waiver of that party’s right to enforce it later.
16.4 Amendment. This Agreement may be amended only by a written instrument signed by both parties.
All official notices under this Agreement shall be sent to:
Studio:
TEC Web Studio LLC
24 Brewer Street, New London, CT 06320
Email: info@tecwebstudio.com
Phone: (959) 254-4495
Client: At the email or mailing address provided at the time of engagement.
Notice is effective upon confirmed delivery by email or upon receipt if sent by first-class mail.
By accepting this Agreement electronically, Client consents to the use of electronic signatures and electronic records pursuant to 15 U.S.C. § 7001(c) and Conn. Gen. Stat. § 1-266 et seq. Client has the right to receive a paper copy of this Agreement upon request. Client may withdraw consent to electronic records at any time by contacting Studio in writing, though withdrawal will not affect the validity of any electronic signature already given. To access and retain electronic records, Client needs a device with internet access and the ability to open PDF or web-based documents.
By signing or electronically accepting below, Client confirms that Client has read, understood, and agrees to this General Web Services Agreement, including the Limitation of Liability in Section 9 and the Binding Arbitration and Waiver of Jury Trial in Section 12.
TEC Web Studio LLC
By: _______________________________ (Managing Member)
Date: _______________________________
Client
Name: _______________________________
Business Name (if applicable): _______________________________
Signature / Electronic Acceptance: _______________________________
Date: _______________________________
The following categories of materials are Studio IP retained by TEC Web Studio LLC under Section 6.2 of this Agreement. This list is illustrative, not exhaustive.
Pre-built code libraries, scripts, and functions developed by Studio independently of any client project
Website templates and layout frameworks
Design systems, style guides, and component libraries created by Studio
Internal workflow tools, automation scripts, and project management templates
The Site Starter platform, including its infrastructure, template architecture, and account management tools
Any tools, plugins, or utilities developed by Studio for general reuse across multiple client projects
End of General Web Services Agreement — TEC Web Studio LLC
Also see our Privacy Policy, Website Services Agreement, and Site Starter Agreement. Need this in another format? Email info@tecwebstudio.com.