Effective Date: February 23rd, 2026
Last Updated: February 23rd, 2026
This Master Services Agreement (“Agreement”) is entered into by and between:
Alpha27, Inc., a Florida corporation with its principal place of business in Orlando, Florida (“Alpha27”),
and
[Client Legal Name], (“Client”).
Alpha27 and Client may be referred to individually as a “Party” and collectively as the “Parties.”
1. Purpose
This Agreement establishes the general terms and conditions under which Alpha27 will provide web development, digital marketing, hosting, consulting, and related services to Client.
Specific services will be described in one or more written Statements of Work (“SOW”) executed by the Parties.
2. Scope of Services
Services may include, but are not limited to:
- Website design and development
- Website hosting
- Website maintenance
- SEO and content optimization
- Paid advertising management
- Marketing consulting
Each SOW shall define:
- Deliverables
- Timeline
- Fees
- Payment schedule
- Special terms (if any)
In the event of conflict between this Agreement and an SOW, the SOW shall control for that project only.
3. Compensation & Payment
Client agrees to pay fees as outlined in the applicable SOW.
Unless otherwise stated:
- Invoices are due upon receipt.
- Late payments may incur interest at 1.5% per month or the maximum permitted by law.
- Alpha27 may suspend services for non-payment.
All fees are non-refundable unless expressly stated in writing.
4. Payment Disputes & Chargebacks
Client agrees to:
- Raise billing disputes in writing within 7 days of invoice issuance.
- Not initiate chargebacks without first providing written notice and an opportunity to resolve the issue.
In the event of a chargeback:
- Alpha27 may suspend services immediately.
- Client remains responsible for all unpaid fees.
- Client agrees to reimburse Alpha27 for any associated administrative, legal, or banking costs.
5. Intellectual Property
A. Pre-Existing Materials
Each Party retains ownership of its pre-existing intellectual property.
Alpha27 retains ownership of:
- Proprietary tools
- Templates
- Processes
- Frameworks
- Code libraries
- Documentation systems
B. Work Product
Upon full payment:
- Client receives ownership or license rights to final deliverables as specified in the SOW.
- Alpha27 retains the right to display completed work in portfolios and marketing materials unless otherwise agreed in writing.
C. Client Materials
Client warrants that it has all necessary rights to materials provided to Alpha27 and agrees to indemnify Alpha27 against intellectual property claims arising from such materials.
6. No Guarantee of Results
Alpha27 provides services based on professional judgment and industry standards.
However:
- No specific search engine rankings are guaranteed.
- No advertising performance metrics are guaranteed.
- No revenue outcomes are guaranteed.
Results depend on numerous factors beyond Alpha27’s control, including market conditions, competition, budgets, and platform algorithm changes.
7. Third-Party Platforms
Client acknowledges that services may rely on third-party platforms including:
- Meta
- Hosting providers
- WordPress ecosystem tools
- Payment processors
Alpha27 is not responsible for:
- Platform suspensions
- Algorithm changes
- Third-party outages
- API changes
- Infrastructure failures
8. Confidentiality
Each Party agrees to maintain the confidentiality of proprietary or non-public information disclosed during the relationship.
Confidential information shall not include information that:
- Is publicly available
- Is independently developed
- Is lawfully obtained from third parties
9. Data Protection
Alpha27 acts as:
- A data controller for its own website operations
- A data processor when handling Client website data
Client remains responsible for compliance with applicable privacy laws relating to its own customers and website users.
10. Indemnification
Client agrees to indemnify, defend, and hold harmless Alpha27 and its officers, directors, employees, and contractors from any claims, damages, liabilities, costs, or expenses arising from:
- Client website content
- Regulatory violations
- Intellectual property infringement from Client materials
- Misleading advertising claims
- Consumer complaints
- Data privacy violations
- Platform policy violations
This obligation survives termination.
11. Limitation of Liability
To the fullest extent permitted by law, Alpha27 shall not be liable for:
- Indirect or consequential damages
- Lost profits or revenue
- Business interruption
- Reputational harm
- Data loss
Total liability shall not exceed:
The total fees paid by Client in the six (6) months preceding the event giving rise to the claim.
If no fees were paid, liability shall not exceed $500.
Claims must be brought within one (1) year.
12. Hosting & Maintenance Services
If Client purchases hosting or maintenance services, those services are governed by separate Hosting and Maintenance Addendums, incorporated herein by reference.
13. Term & Termination
This Agreement remains in effect until terminated by either Party.
Either Party may terminate with written notice if:
- The other Party materially breaches this Agreement.
- Payment is not received.
- Legal or regulatory violations occur.
Termination does not relieve Client of payment obligations for services rendered.
14. Governing Law
This Agreement shall be governed by the laws of the State of Florida.
Venue for any permitted court proceedings shall be Orange County, Florida.
15. Arbitration
Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in Orange County, Florida.
Class Action Waiver
All claims must be brought individually. Class or representative actions are not permitted.
Exceptions
Either Party may:
- Seek injunctive relief
- Bring claims in small claims court
16. Force Majeure
Neither Party shall be liable for delays caused by events beyond reasonable control, including:
- Natural disasters
- Cyberattacks
- Government actions
- Infrastructure outages
17. Entire Agreement
This Agreement, along with any SOWs and Addendums, constitutes the entire agreement between the Parties and supersedes prior discussions or understandings.
18. Signatures
By signing below, the Parties agree to be bound by this Agreement.
Alpha27, Inc.
By: __________________________
Name:
Title:
Date:
Client
By: __________________________
Name:
Title:
Date: