Highlighted items in [BRACKETS] are details still being filled in. They'll be completed before these Terms are used for a sale.
This Master Service Agreement (the "Agreement" or the "Terms") is between Will Wark d/b/a Wark Digital ("Wark Digital", "we", "us") and the business that accepts these Terms (the "Client", "you"). It applies to every Plan. The Plan Summary for the Plan you buy (Starter, Care or Growth) is part of this Agreement.
1. Definitions
1.1 "Plan" means one of the three ways a Client can buy: Starter (a one-time purchase), or Care or Growth (monthly subscriptions). Each Plan is described in its own one-page Plan Summary.
1.2 "Site" means the website Wark Digital builds for the Client under a Plan, including its design, layout, code and the files that make it work.
1.3 "Client Content" means everything the Client owns or supplies: its business name, logo, photos, text, reviews, and any other material provided by or about the Client's business, including content Wark Digital collects from the Client's public listings (for example, its Google Business Profile) and uses on the Site.
1.4 "Wark Materials" means the tools, templates, components, code libraries, form service, automation systems, know-how and other materials Wark Digital owns or develops for use across its clients, whether created before or during this Agreement.
1.5 "Contacts" means the Client's own customers and prospective customers, and anyone else who uses the Site or interacts with the Client through it.
1.6 "Client-held Domain" means a domain registered and paid for by the Client. "Wark-held Domain" means a domain Wark Digital registers and keeps for the Client in exchange for a monthly fee.
1.7 "Buyout" means a Care or Growth Client paying a one-time fee on cancellation to take ownership of the Site and move to Starter.
1.8 "Extra Work" means any work outside what the Client's Plan includes.
1.9 "Third-party Fees" means charges from anyone other than Wark Digital, such as domain registrars, stock-photo or font licensors, booking or messaging providers, and carrier registration fees.
2. Accepting these Terms
2.1 How you accept. You accept these Terms by ticking the "I agree to the Terms" box at Stripe checkout and completing payment, or by signing this Agreement by hand or electronically. Either way, you agree to this Agreement and to the Plan Summary for the Plan you bought.
2.2 Effective Date. This Agreement starts on the date you accept it (the "Effective Date").
2.3 Electronic records. Both parties agree that electronic acceptance and electronic signatures are binding under the federal ESIGN Act and the Tennessee Uniform Electronic Transactions Act (Tenn. Code Ann. § 47-10-101 et seq.), and that this Agreement and all notices may be delivered electronically. After checkout, Wark Digital emails you a PDF copy of these Terms and your Plan Summary for your records.
2.4 Authority. The person accepting these Terms confirms that they are authorized to bind the Client.
3. Plans and order of precedence
3.1 Wark Digital will provide the services described in the Client's Plan Summary. Anything not listed as included in the Plan Summary is not included.
3.2 If this Agreement and a Plan Summary conflict on a point that is specific to that Plan, the Plan Summary controls. On everything else, this Agreement controls.
3.3 A Client may move between Plans by written agreement with Wark Digital. The new Plan Summary applies from the date of the change.
4. Fees and payment
4.1 Prices. Fees are as stated in the Client's Plan Summary. Prices are in U.S. dollars and do not include taxes. The Client pays any applicable sales or use taxes.
4.2 Stripe. All payments are made through Stripe. Starter is paid in full at checkout through a Stripe Payment Link. Monthly fees (Care, Growth, Wark hosting under Starter, and Wark-held Domains) are billed in advance as a Stripe subscription. By subscribing, the Client authorizes Wark Digital to charge its payment method automatically each billing period until the subscription ends. Wark Digital never sees or stores the Client's full card details.
4.3 Failed payments and automatic retries. If a payment fails, Stripe will retry it automatically and Wark Digital will notify the Client by email. The Client must keep a valid payment method on file.
4.4 Suspension after 14 days unpaid. If any amount remains unpaid 14 days after its due date, Wark Digital may suspend the Site and all related services. While suspended, the Site may be replaced with a holding page, edits stop, and any Growth automation is paused. Fees continue to accrue during suspension.
4.5 Reinstatement. Once all overdue amounts are paid, Wark Digital will restore the Site and services within 1 business day.
4.6 Termination for non-payment. If the account is still unpaid 30 days after suspension, Wark Digital may end the Agreement under Section 16.4.
4.7 Chargebacks. A payment dispute or chargeback that is not resolved in Wark Digital's favor is treated as non-payment.
4.8 Refunds. Fees are non-refundable once paid, except where this Agreement says otherwise or the law requires. Monthly fees are not prorated for partial months.
4.9 Price changes. Wark Digital may change the monthly fee for a Plan by giving at least 30 days' notice by email. The new price applies from the first billing period after the notice period ends. If the Client does not agree, it may cancel under Section 16.2 before the new price takes effect.
5. Extra Work and change requests
5.1 Rate. Extra Work is billed at $75 per hour, in 15-minute increments.
5.2 Change-request process. To request a change, the Client emails Wark Digital describing what it wants. Wark Digital replies with either (a) confirmation that the change is included in the Client's Plan (for example, within a Care or Growth Client's monthly edit hour), or (b) a written estimate of the hours and cost. Wark Digital does not start billable Extra Work until the Client approves the estimate in writing (email is enough).
5.3 Estimates. If the work will exceed the approved estimate by more than 25%, Wark Digital will stop and ask before continuing.
5.4 Invoicing. Extra Work is invoiced through Stripe when the work is done and is due on receipt. Section 4 applies to unpaid invoices.
6. Client responsibilities
The Client will:
- Accurate information. Give Wark Digital accurate and complete information about its business (including name, services, service area, licenses, hours and contact details), check the Site's content before launch, and tell Wark Digital promptly if anything on the Site becomes inaccurate.
- Content rights. Only supply Client Content that it owns or has the right to use, and confirm that Wark Digital may use it on the Site.
- Prompt approvals. Respond to requests for content, feedback and approvals within 5 business days. Delays on the Client's side extend Wark Digital's timelines. If the Client does not respond for 30 days during a build, Wark Digital may treat the Site as delivered.
- Access. Provide the access Wark Digital needs to do its work, such as domain DNS settings for a Client-held Domain and manager access to the Client's Google Business Profile where the Plan includes upkeep.
- Lawful business. Run its business, and use the Site, lawfully, including holding any licenses its trade requires.
7. Intellectual property
7.1 Client Content always belongs to the Client. The Client always owns its logo, photos, text and reviews, and all other Client Content, on every Plan. The Client grants Wark Digital a non-exclusive, royalty-free license to use, copy, edit and display Client Content only as needed to build, host, run and promote the Site and to provide the services. This license ends when the Agreement ends, except as allowed in Section 7.6.
7.2 Ownership of the Site code depends on the Plan.
- Starter. Once the Client has paid the Starter fee in full, Wark Digital assigns to the Client all of its rights in the Site's code and design created specifically for the Client.
- Care and Growth. Wark Digital owns the Site's code and design while the Client is subscribed. The Client receives a non-exclusive, non-transferable license to use the Site for its business during the subscription. If the Client pays the Buyout, Wark Digital assigns the Site to the Client as if it were a Starter Site.
7.3 Wark Materials. Wark Digital keeps ownership of all Wark Materials. Where Wark Materials are built into a Site that the Client owns, Wark Digital grants the Client a perpetual, royalty-free, non-exclusive license to use them as part of that Site. Wark Digital's automation systems, form service and other hosted tools are services, not deliverables, and are never transferred.
7.4 Third-party materials. Fonts, stock images, open-source code and similar items stay subject to their own licenses. Wark Digital will use only materials that are licensed for this kind of use.
7.5 Previews. Any free sample site Wark Digital builds before purchase is Wark Digital's property until the Client buys a Plan.
7.6 Portfolio and credit. Wark Digital may show the Site (screenshots and a description) in its portfolio and marketing, and may include a small "Website by Wark Digital" credit in the Site footer. The Client may opt out of either by emailing Wark Digital, and a Client that owns its Site may remove the credit.
8. Domains
8.1 Client-held Domain. If the Client uses a Client-held Domain, the Client stays the registrant, pays the registrar directly, and is responsible for renewing it. The Client gives Wark Digital the DNS access needed to point the domain at the Site. Wark Digital is not responsible for downtime caused by a lapsed, expired or misconfigured Client-held Domain.
8.2 Wark-held Domain. On any Plan, Wark Digital can register and keep a domain for the Client for $15 per month on top of the Plan fee. Wark Digital will register the domain in its registrar account, keep it renewed while the account is paid up, and manage its DNS. The domain is held for the Client's use; Wark Digital will not use it for anything else.
8.3 Transfer once paid up. When the Agreement ends, or earlier if the Client asks, Wark Digital will transfer a Wark-held Domain to the Client's chosen registrar once the Client's account is paid up, including any final amounts owed. The Client pays any registrar transfer fee. Transfers may be delayed by registrar rules, such as the 60-day lock after a domain is registered or transferred.
8.4 Email. Email hosting is not included on any Plan. If the Client's email uses the same domain, the Client is responsible for its email records, and Wark Digital will preserve existing email DNS records when it changes the domain's settings.
9. Hosting, uptime and backups
9.1 Who hosts. Wark Digital hosts the Site on Care and Growth, and on Starter if the Client pays for Wark hosting. A Starter Client that hosts the Site itself is responsible for its own hosting.
9.2 Best-effort uptime. Wark Digital will use reasonable efforts to keep hosted Sites available, secure and up to date, but does not guarantee any particular uptime or that the Site will be uninterrupted or error-free. Planned maintenance will be scheduled to limit disruption where practical.
9.3 Backups. For Sites it hosts, Wark Digital keeps daily backups for at least [BACKUP RETENTION DAYS] days and will restore from the most recent good backup if something goes wrong. Backups are a safeguard, not a guarantee; the Client should keep its own copies of Client Content.
9.4 SSL and security updates. Hosted Sites include an SSL certificate and security updates to the hosting environment.
9.5 Contact forms. Site contact forms on hosted Sites send through Wark Digital's shared form service. That service is part of Wark hosting and stops when Wark hosting ends; a Client hosting its own Site must replace it.
10. Acceptable use
The Client may not use the Site or the services to:
- publish anything unlawful, defamatory, fraudulent or misleading, including fake reviews, licenses or credentials;
- infringe anyone's intellectual property or privacy rights;
- send spam or unsolicited messages, or otherwise break anti-spam or telemarketing laws;
- distribute malware, or attempt to access Wark Digital's systems or other clients' sites without permission; or
- place an unreasonable load on Wark Digital's servers, such as hosting large files or media for use elsewhere.
Wark Digital may remove content that breaks this Section, or suspend the affected service, after notifying the Client (or immediately where needed to prevent harm or comply with the law).
11. Third-party services
The services rely on third parties, including Stripe, Wark Digital's hosting provider, domain registrars, Google (including Google Business Profile), and, for Growth, messaging, calling, booking and chat providers. Their terms and privacy policies may apply to the Client. Wark Digital is not responsible for their outages, policy changes, price changes or decisions (for example, Google suspending a listing or a carrier blocking messages). If a third-party service changes in a way that affects the Client's Plan, Wark Digital will make reasonable efforts to provide a comparable alternative. Third-party Fees are not included in any Plan unless the Plan Summary says so.
12. Data and privacy
12.1 The Client owns the information its Contacts submit through the Site (such as form submissions and, on Growth, messages and bookings) ("Client Data"). Wark Digital processes Client Data only to provide the services, and will not sell it or use it to contact the Client's Contacts for its own purposes.
12.2 The Client is responsible for having a privacy policy that fits its business and for its own compliance with privacy laws. Wark Digital can add a standard privacy policy page to the Site, which the Client should review.
12.3 Wark Digital will use reasonable security measures to protect Client Data and will tell the Client without undue delay if it learns of a security breach affecting Client Data.
13. Confidentiality
Each party will keep confidential any non-public information the other shares that is marked confidential or that a reasonable person would treat as confidential (including Client Data, logins and pricing), use it only for this Agreement, and protect it with reasonable care. This does not cover information that is public through no fault of the receiving party, was already known to it, is independently developed, or must be disclosed by law (after notifying the other party where allowed). This obligation lasts during the Agreement and for 2 years after it ends, and for logins and Client Data, for as long as the information is held.
14. Warranties, disclaimers and liability
14.1 Mutual. Each party confirms it has the right to enter into this Agreement.
14.2 Wark Digital. Wark Digital will perform the services in a professional and workmanlike manner.
14.3 Disclaimer. EXCEPT AS STATED IN THIS AGREEMENT, THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WARK DIGITAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WARK DIGITAL DOES NOT GUARANTEE ANY SEARCH ENGINE RANKING, NUMBER OF LEADS, CALLS, REVIEWS OR SALES, UNINTERRUPTED SERVICE, DELIVERY OF ANY TEXT MESSAGE OR EMAIL, OR THAT THE SITE MEETS ANY PARTICULAR ACCESSIBILITY STANDARD.
14.4 Limitation of liability. TO THE FULLEST EXTENT ALLOWED BY LAW: (a) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, LEADS OR DATA; AND (b) WARK DIGITAL'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES THE CLIENT PAID WARK DIGITAL IN THE 3 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
14.5 The limits in Section 14.4 do not apply to the Client's payment obligations, the Client's indemnity obligations, or either party's fraud or willful misconduct.
15. Indemnities
15.1 By the Client. The Client will defend and indemnify Wark Digital against third-party claims, and the resulting losses, fines and reasonable legal fees, arising from: (a) Client Content; (b) the Client's business, products or services; (c) the Client's breach of Sections 6, 10 or 12, or of the Growth Plan Summary's consent terms; or (d) messages sent to Contacts at the Client's direction or through the Client's Growth automation.
15.2 By Wark Digital. Wark Digital will defend and indemnify the Client against third-party claims that the Site's code or design created by Wark Digital (not including Client Content or third-party materials) infringes that third party's copyright, subject to Section 14.4.
15.3 Process. The party seeking indemnity must promptly notify the other, let it control the defense and settlement (no settlement may impose an admission or obligation on the indemnified party without its consent), and reasonably cooperate.
16. Term and termination
16.1 Term. This Agreement runs from the Effective Date until every Plan and paid service under it has ended. A Starter Client that does not pay for Wark hosting or a Wark-held Domain is covered until the Site is handed over, and the surviving terms continue afterwards.
16.2 Cancelling a monthly service. Care, Growth, Wark hosting and Wark-held Domains are month to month. The Client may cancel by giving at least 30 days' notice by email. Cancellation takes effect at the end of the billing period in which the 30-day notice period ends, and fees for that period are owed.
16.3 Termination by Wark Digital for convenience. Wark Digital may end a monthly service by giving 30 days' notice. If Wark Digital ends a Care or Growth Plan under this Section (and not because of the Client's breach), the Client may take ownership of the Site without paying the Buyout.
16.4 Termination for breach. Either party may end this Agreement if the other materially breaches it and does not fix the breach within 14 days after written notice. Non-payment that continues 30 days after suspension under Section 4.4 is a material breach that does not need a further cure period.
16.5 Handover on exit. When a service ends:
- Client Content and Client Data. On request made within 30 days after the end date, Wark Digital will send the Client a copy of its Client Content and an export of its Client Data (for example, form submissions as a CSV file). Wark Digital may then delete them, except for backups that expire on their normal schedule.
- Starter, or Care and Growth after a Buyout. Wark Digital will hand over the Site's files as a zip archive (or keep hosting it if the Client chooses Wark hosting).
- Care and Growth without a Buyout. The Site comes down on the end date and the license in Section 7.2 ends. Client Content is still returned as above.
- Wark-held Domain. Transferred under Section 8.3.
- Google Business Profile. Wark Digital will remove its own manager access.
16.6 Survival. Sections 4 (for amounts owed), 7, 8.3, 13, 14, 15, 16.5, 17 and 19 survive the end of this Agreement.
17. Governing law and venue
This Agreement is governed by the laws of the State of Tennessee, without regard to its conflict-of-laws rules. Any dispute will be brought only in the state or federal courts located in [COUNTY] County, Tennessee, and both parties consent to those courts' jurisdiction. Either party may bring a claim in small claims (general sessions) court where it qualifies. Before filing a claim, each party will try in good faith to resolve the dispute by talking with the other for at least 14 days.
18. Notices
Notices under this Agreement must be in writing. Routine notices (including billing notices, cancellation and change requests) may be sent by email: to Wark Digital at will@warkdigital.com, and to the Client at the email address it gave at checkout. Notices of breach, termination for breach, or legal claims must also be sent by mail: to Wark Digital at [MAILING ADDRESS], and to the Client at the address it gave at checkout. Each party will keep its contact details up to date.
19. General
19.1 Changes to the Terms. Wark Digital may update these Terms by posting the new version at [TERMS URL] and emailing the Client at least 30 days before the change takes effect. Changes apply from that date, but never change the price of work already paid for or reduce ownership rights the Client already has. If the Client does not agree to a change, it may cancel any monthly service under Section 16.2 before the change takes effect; continuing to use a service after that date means the Client accepts the change.
19.2 Entire agreement. This Agreement, the Client's Plan Summary and any written estimates the Client approves under Section 5 are the entire agreement between the parties on this subject and replace any earlier discussions, emails or proposals. Except as allowed in Section 19.1, changes must be in writing and agreed by both parties.
19.3 Assignment. Neither party may assign this Agreement without the other's consent, except that Wark Digital may assign it, with notice to the Client, to a business entity it forms or controls (for example, Wark Digital, LLC) or to a successor to its business.
19.4 Independent contractor. Wark Digital is an independent contractor. Nothing in this Agreement creates a partnership, joint venture or employment relationship.
19.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (such as natural disasters, power or internet failures, or third-party provider outages), except for payment obligations.
19.6 Severability and waiver. If any part of this Agreement is unenforceable, the rest stays in effect and the unenforceable part is changed only as much as needed to make it enforceable. A party's failure to enforce a right is not a waiver of it.
19.7 Counterparts. This Agreement may be accepted or signed electronically and in counterparts.
20. Signatures
By ticking "I agree to the Terms" at checkout, or by signing below, the Client agrees to this Agreement and to its Plan Summary.
WARK DIGITAL
Will Wark d/b/a Wark Digital
Signature: ______________________________
Name: Will Wark
Title: Owner
Date: [WARK SIGNATURE DATE]
CLIENT
Business legal name: [CLIENT LEGAL NAME]
Signature: ______________________________
Name: [CLIENT SIGNER NAME]
Title: [CLIENT SIGNER TITLE]
Email: [CLIENT EMAIL]
Address: [CLIENT ADDRESS]
Date: [CLIENT SIGNATURE DATE]
Accepted electronically at Stripe checkout on [ACCEPTANCE DATE] (Stripe reference [STRIPE REFERENCE]).