Byte Outfitters Terms and Conditions

1. General Working Agreement

This document defines the Terms and Conditions (T&C) of our working relationship. All projects or services (the “work”) that AGENCY (or “we”) (Byte Outfitters LLC, 281 Course Drive, Lake in the Hills, IL 60156) may be contracted to produce or provide for CLIENT (or “you”) are subject to—and agree to—the following.

We will begin work after CLIENT’s approval of the project Authorization To Proceed (ATP), proposal, quote, scope of work, statement of work, or other written project authorization document and after receipt of payment of the initial invoice (50% of project total unless otherwise defined in the ATP). Your signature, written approval, electronic approval, payment of the initial invoice, or other execution of the ATP will constitute an agreement between us and your acceptance of these Terms and Conditions.

2. Payment / Estimates / Bids

CLIENT agrees to pay AGENCY in accordance with the terms specified in this document and the ATP. Unless otherwise detailed in the ATP, AGENCY requires receiving 50% of the project cost specified in the ATP before work can begin. This 50% deposit is non-refundable.

Subsequent payments adhere to the following schedule, unless otherwise detailed in the project ATP: 25% due as design presentation is ready, 25% due with notification of completion of the work, and before delivery of the project files/deliverables.

All payments are required within 10 days of invoice. Unless otherwise specified, interest on past due balances is 3% or $15 per month, whichever is greater. We reserve the right to refuse completion, continuation, publication, launch, access, transfer, or delivery of work until past due balances are paid.

Estimates and bids are valid only if signed or approved within 15 days from the date of estimate unless a different period is stated in the ATP. Unless otherwise specified in the ATP, bid estimates are fixed and include only those elements detailed in the ATP. Client-requested changes, additions, alterations, expedited requests, additional meetings, additional revisions, troubleshooting outside the stated scope, and work required due to third-party changes will be billed additionally. The CLIENT will be notified of price changes or additional fees when reasonably practical.

Fees for third-party software access, licenses, subscriptions, hosting, maintenance, support, management tools, security tools, backup tools, monitoring tools, and similar services are commercial service charges. They are not necessarily reimbursements of AGENCY’s actual cost unless the ATP expressly states that the charge is a reimbursement or pass-through cost.

Unpaid invoices for Web Hosting Service, Managed Hosting and Maintenance Service, or other recurring services that are past due by 60 days may result in the website being replaced with a Coming Soon page, disabled, suspended, or otherwise restricted until payment is made. If payment is past due by 90 days, the website may be permanently removed from AGENCY’s hosting environment and all related hosting or maintenance service may be terminated.

3. Out-of-Pocket Expenses

Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, stock images, color printouts, illustrations, separations, shipping and handling, courier service, travel, or other project-specific third-party expenses unless such items are expressly included in the ATP. Note that all such expenses will only be charged if CLIENT has approved them prior to purchase.

Expenses are subject to Illinois sales tax unless 1) CLIENT is a nonprofit organization; 2) CLIENT resides/operates in a state other than Illinois; or 3) the work is for resale and you have submitted a resale certificate to AGENCY. If our services are required in out-of-town locations, we will bill lodgings, meals, rentals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.

Out-of-pocket expenses are separate from managed software access charges, license access charges, hosting fees, maintenance fees, and other service charges described in these Terms. Unless a line item expressly states that it is a reimbursement or pass-through cost, AGENCY is not required to charge CLIENT the same amount AGENCY paid to a third-party vendor.

If CLIENT should direct AGENCY at any time to cancel, terminate, or “put on hold” any previously authorized out-of-pocket purchase, we will promptly do so, provided CLIENT holds AGENCY harmless for any costs, vendor fees, cancellation fees, non-refundable charges, or other expenses incurred as a result.

4. Third-Party Software, Themes, Plugins, Platforms, Licenses, and Subscriptions

AGENCY may purchase, maintain, provide access to, configure, install, renew, or manage third-party software, themes, plugins, extensions, platforms, fonts, stock assets, application services, APIs, subscriptions, or related services for use in connection with a CLIENT project.

Unless expressly stated in writing, third-party software, themes, plugins, extensions, platforms, licenses, subscriptions, vendor accounts, developer accounts, agency licenses, bundled licenses, multi-site licenses, and related third-party services are not owned by CLIENT and are not transferred to CLIENT. They remain subject to the terms, conditions, licensing rules, pricing, renewal policies, support policies, and technical limitations of the applicable third-party provider.

When AGENCY charges CLIENT for third-party software, plugin, theme, platform, subscription, or license access, the charge may be based on the third-party provider’s published retail price, published standard license price, published annual renewal price, or another quoted license-access amount. Such charges are not necessarily reimbursements of AGENCY’s actual cost.

AGENCY may use coupons, promotional pricing, discounted pricing, bundled licenses, agency licenses, developer licenses, grandfathered licenses, multi-site licenses, enterprise licenses, or other vendor pricing arrangements. AGENCY is not required to pass through any discount, coupon, sale price, bundled-license savings, agency-license savings, developer-license savings, grandfathered pricing, bulk-pricing benefit, or other pricing advantage unless expressly agreed in writing.

Payment of a software, plugin, theme, platform, subscription, or license charge gives CLIENT the benefit of using the applicable software or service as part of CLIENT’s project during the paid service or license period, subject to applicable third-party terms. It does not give CLIENT ownership of AGENCY’s license, subscription, vendor account, agency account, developer account, bundled license, multi-site license, administrative access, or vendor relationship.

If CLIENT terminates services with AGENCY, moves the project to another provider, requests transfer of a website or application, or stops paying for software, hosting, or maintenance services, AGENCY is not required to transfer any AGENCY-controlled third-party license, subscription, account, agency license, developer license, bundled license, hosting account, maintenance tool, security tool, backup tool, monitoring tool, or vendor account. Upon request, AGENCY will identify the third-party software, plugins, themes, platforms, subscriptions, or services that AGENCY reasonably believes are needed for CLIENT or a new provider to purchase and maintain separately.

AGENCY may, at its discretion, allow CLIENT’s project to continue using AGENCY-controlled licenses until the end of the then-current paid license or service period. AGENCY has no obligation to renew, extend, continue, or transfer such access after that period. If CLIENT does not obtain replacement licenses, renewals, subscriptions, or vendor accounts, related software updates, vendor support, security patches, compatibility updates, premium features, or website/application functionality may stop, degrade, or become unavailable.

Third-party software, themes, plugins, platforms, APIs, app stores, payment processors, email services, hosting providers, security tools, backup tools, monitoring tools, and other vendors may change their pricing, features, terms, availability, compatibility, support, renewal requirements, or technical behavior at any time. AGENCY is not responsible for third-party changes, outages, discontinued products, vendor support delays, pricing increases, compatibility problems, security vulnerabilities, or limitations outside AGENCY’s reasonable control.

5. Hosting and Maintenance Services

Hosting and maintenance services are provided as managed services, not as a pass-through of AGENCY’s underlying hosting costs, software costs, tool costs, labor costs, or vendor costs. Hosting and maintenance fees may include hosting infrastructure, server administration, update management, maintenance labor, backup coordination, monitoring, security tools, licensed software, administrative time, support, vendor coordination, troubleshooting, and other tools or services used by AGENCY to provide the contracted service.

The CLIENT does not own or receive administrative control of AGENCY’s hosting accounts, server accounts, vendor accounts, management dashboards, maintenance systems, backup systems, monitoring systems, security tools, software licenses, or other internal infrastructure unless expressly agreed in writing.

AGENCY may host multiple client websites, applications, or projects within hosting environments, platforms, server plans, or vendor accounts selected and managed by AGENCY. AGENCY may change hosting providers, tools, configurations, vendors, service methods, server arrangements, or maintenance processes as needed to provide the contracted services, provided such changes do not materially reduce the services expressly promised to CLIENT in the ATP.

Unless otherwise stated in the ATP, hosting and maintenance services do not include unlimited support, unlimited design changes, new features, new content entry, custom development, SEO services, accessibility remediation, legal compliance, copywriting, major troubleshooting, malware remediation, performance reconstruction, third-party vendor disputes, app store submissions, data cleanup, database restructuring, or repairs required because of changes made by CLIENT, third-party vendors, hosting providers, software vendors, hackers, or other parties outside AGENCY’s control.

Backups, security tools, monitoring tools, uptime tools, and maintenance processes are risk-reduction measures. They are not guarantees that a website, application, database, hosting environment, plugin, theme, or third-party service will be error-free, uninterrupted, secure, recoverable to every prior point in time, immune from unauthorized access, or compatible with all future updates.

If CLIENT wishes to move a website, application, or project away from AGENCY’s hosting or maintenance services, CLIENT is responsible for purchasing and maintaining its own replacement hosting, licenses, subscriptions, vendor accounts, tools, and third-party services. Migration, transition assistance, license review, documentation, export preparation, DNS assistance, hosting setup, coordination with a new provider, and post-transfer troubleshooting are billable at AGENCY’s then-current rates unless otherwise agreed in writing.

6. Client Data, Privacy, and Security Responsibilities

CLIENT is responsible for determining what data is collected through CLIENT’s website, application, forms, ecommerce system, membership system, learning management system, customer relationship tools, analytics tools, or other systems. CLIENT is also responsible for determining the legal basis for such collection, required notices, privacy policy language, consent language, data retention periods, staff access, user access, disclosure practices, export practices, deletion practices, and compliance with applicable privacy, consumer protection, accessibility, education, employment, nonprofit, health, financial, or other legal requirements.

AGENCY provides technical services and does not provide legal, privacy, regulatory, tax, accounting, accessibility-law, employment-law, education-law, health-law, or data-governance advice. CLIENT is responsible for obtaining advice from qualified counsel or other appropriate professionals when needed.

AGENCY will use commercially reasonable safeguards appropriate to the services AGENCY performs under the ATP. AGENCY is not responsible for unauthorized access, disclosure, loss, deletion, corruption, or misuse of data caused by CLIENT staff, CLIENT contractors, CLIENT users, weak or shared passwords, compromised accounts, phishing, third-party software, hosting providers, plugin or theme vendors, payment processors, email providers, app stores, integrations, client-directed configurations, or changes made by parties other than AGENCY, except to the extent caused by AGENCY’s gross negligence or willful misconduct.

7. Additions and Alterations

New work requested by CLIENT and performed by AGENCY after an ATP has been approved is considered an addition or alteration to the ATP. If the job changes to an extent that substantially alters the specifications described in the original estimate, we will submit a project addendum to CLIENT, and both parties must agree to the revised or additional fee before further work proceeds.

Examples of additions or alterations include, but are not limited to, added pages, added features, new integrations, new plugins, additional revisions, additional meetings, new content requests, new reporting requests, new user roles, new forms, plugin replacement, third-party troubleshooting, changes to approved designs, changes to approved functionality, expedited requests, work caused by CLIENT delay, and work caused by third-party platform changes.

8. Nature of Content

CLIENT agrees to exercise due diligence in its direction to us regarding preparation of content materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, service mark, copyright, patent, privacy, publicity, defamation, advertising, accessibility, and legal clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials we prepare or publish in the scope of a project.

CLIENT is responsible for the accuracy, completeness, legality, and appropriateness of all content, data, product information, prices, policies, testimonials, images, videos, training materials, downloadable files, forms, disclosures, and user-facing statements provided by CLIENT or approved by CLIENT.

9. Errors and Omissions

It is CLIENT’S responsibility to check proofs, comps, staging websites, forms, workflows, integrations, automations, reports, and other deliverables carefully for accuracy in all respects, ranging from spelling to technical details. AGENCY is not liable for errors or omissions approved by CLIENT or not identified by CLIENT during the review period. Approval by CLIENT or CLIENT’s authorized representative is required on all mechanicals, websites, artwork, content, forms, workflows, or other deliverables prior to release for printing, digital publication, launch, or other implementation.

10. Property and Suppliers’ Performance

AGENCY will take all reasonable precautions to safeguard the property CLIENT entrusts to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction, damage, unauthorized use, or disclosure by others of such property.

Although we may use our best efforts to guard against any loss to CLIENT through the failure of our vendors, media, hosting providers, software providers, plugin vendors, theme vendors, platform providers, payment processors, app stores, email providers, or others to perform in accordance with their commitments, AGENCY is not responsible for failure on their part.

If CLIENT selects its own vendors, software, hosting providers, platforms, plugins, themes, payment processors, email providers, consultants, or other third parties, CLIENT may request that we coordinate their work. If at all possible, we will attempt to do so, but we cannot be held responsible for quality, price, performance, availability, security, support, compatibility, terms, or delivery.

11. Abuse of Relationship

By engaging AGENCY for work, CLIENT acknowledges that AGENCY will manage and run the project according to its own processes. Any attempt or requirement by CLIENT to define the project process, bypass approved communication channels, require work outside the agreed scope, or otherwise run the project may result in project termination.

12. Rights of Ownership

According to the Copyright Law of 1976, the rights to all design and artwork, including but not limited to printed or digital designs, photography, and/or illustration created by independent photographers or illustrators retained by AGENCY, or purchased from a stock agency on CLIENT’s behalf, remain with the individual AGENCY, artist, photographer, illustrator, stock provider, software provider, or other third-party rights holder unless otherwise expressly transferred in writing.

Once an entire project has been fully paid for by CLIENT and delivered by us, AGENCY will assign the reproduction rights of the design for the use(s) described in the proposal or ATP. If no such specific uses are detailed in the ATP, upon payment in full and delivery, all rights to and ownership of AGENCY-created custom work specific to the CLIENT project are assigned to CLIENT without reservation, except as stated in these Terms.

The assignment of rights does not include third-party software, themes, plugins, platforms, open-source software, licensed fonts, stock assets, APIs, app store accounts, hosting accounts, vendor accounts, software licenses, subscriptions, agency licenses, developer licenses, bundled licenses, maintenance tools, security tools, backup tools, monitoring tools, AGENCY’s pre-existing materials, reusable code, templates, development methods, processes, know-how, business methods, project management methods, documentation templates, or generic techniques used by AGENCY in providing services.

AGENCY retains ownership of all pre-existing materials, reusable materials, tools, code snippets, templates, frameworks, methods, workflows, processes, know-how, documentation structures, and general knowledge developed or acquired by AGENCY before, during, or after a CLIENT project, provided such retained materials do not include CLIENT’s confidential information or CLIENT-owned content.

We reserve the right to photograph, digitally reproduce, and/or distribute or publish for our firm’s promotional and marketing needs any work we create for CLIENT, including mock-ups, screenshots, and comprehensive presentations, as samples for our portfolio, newsletter, brochures, slide presentations, website, social media, proposals, and similar media, unless CLIENT and AGENCY expressly agree otherwise in writing. CLIENT agrees to allow AGENCY to include a call out, such as “Site by Byte Outfitters LLC,” in the footer of the website unless otherwise agreed in the ATP.

We agree to store copies of delivered project materials for a period of 90 days beyond the delivery of a job. Thereupon, we reserve the right to discard them. Storage of project materials is not a substitute for CLIENT’s own backups, records retention, legal archiving, or compliance obligations.

All website designs provided by AGENCY are intended for use by CLIENT on a single website domain unless otherwise stated in the ATP. The design cannot be resold or licensed for resale.

13. Term and Termination

The term of this agreement will continue for work in progress until the project is concluded as outlined in the ATP, or until terminated by AGENCY or CLIENT upon written notice according to the following conditions:

13a. Breach of Contract. Upon CLIENT’s breach of contract, including nonpayment, failure to provide required access, failure to cooperate, misuse of services, or violation of these Terms, AGENCY may terminate the project upon written notice and will deliver all originally CLIENT-owned intellectual property in AGENCY’s possession. In such case, CLIENT will be granted no right or license to unpaid work produced by AGENCY.

Upon AGENCY’s breach of contract, CLIENT may choose to terminate the project. In such case, AGENCY will deliver to CLIENT all property and project materials in AGENCY’s possession for which CLIENT has paid, as well as all originally CLIENT-owned intellectual property in AGENCY’s possession. Thereupon, CLIENT has the contractually described right or license to the paid-for work. In such case, if CLIENT has paid for work not yet performed, AGENCY will refund the outstanding difference.

13b. Dissatisfaction. In the event that CLIENT is dissatisfied with the quality of AGENCY’s work, CLIENT agrees to inform AGENCY of this dissatisfaction and allow AGENCY a reasonable chance to amend the issue. If after amendment, CLIENT remains dissatisfied with the quality of the work, CLIENT may choose to terminate the project. In such case, CLIENT will be granted no right or license to unpaid work.

13c. Termination Without Just Cause. Upon non-breach-of-contract project cancellation by CLIENT, CLIENT will, in addition to any costs already paid, pay a “kill fee” of 20% of the total project cost outlined in the ATP within 15 days of the cancellation notice. In such case, CLIENT will be granted no right or license to unpaid work produced.

Upon non-breach-of-contract project cancellation by AGENCY, AGENCY will deliver to CLIENT all paid-for work and will refund 20% of the fees CLIENT has already paid to AGENCY during the course of the project in question, excluding third-party expenses, software access charges, hosting charges, maintenance charges, and non-refundable vendor charges.

Upon any planned-for or imposed termination of the project or services, CLIENT will indemnify and hold AGENCY harmless for any loss or expense (including attorney’s fees), and agree to defend AGENCY in any actual suit, claim, or action arising in any way from our working relationship, except to the extent caused by AGENCY’s gross negligence or willful misconduct. This includes, but is not limited to, assertions made against CLIENT and any of its products or services arising from the publication, use, collection, disclosure, or operation of materials, data, forms, content, workflows, software, or services that we prepare, configure, or publish and CLIENT approves before publication or use.

Upon termination, CLIENT is responsible for obtaining replacement hosting, software licenses, plugin licenses, theme licenses, platform subscriptions, vendor accounts, and services necessary to continue operating the website, application, or project outside AGENCY’s environment. Transition assistance, migration, documentation, export preparation, DNS assistance, hosting setup, license review, and coordination with a new provider are billable at AGENCY’s then-current rates unless otherwise agreed in writing.

14. Lien

All work performed and created for CLIENT for which CLIENT has not paid may be retained by AGENCY as security until all just claims against CLIENT are satisfied. AGENCY may also suspend access, withhold delivery, withhold launch, withhold transfer, withhold credentials controlled by AGENCY, or pause services until unpaid amounts are resolved, subject to applicable law and third-party provider terms.

15. Production Schedules

Production schedules will be established and adhered to by both CLIENT and AGENCY, provided that neither shall incur any liability, penalty, or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, acts of God, third-party vendor delays, platform outages, plugin or software issues, hosting provider delays, app store review delays, or other causes beyond the control of CLIENT or AGENCY.

Where production schedules are not adhered to by CLIENT, final delivery date or dates will be adjusted accordingly.

Resources must be allocated by AGENCY to fulfill CLIENT’s project needs according to schedule, as AGENCY is working on multiple projects at any given time.

It is necessary that CLIENT be available to provide approvals, feedback, content, access, credentials, licenses, decisions, or anything else outlined in the project ATP and otherwise maintain contact with AGENCY during the project timeline. If CLIENT fails to deliver necessary content, resources, access, decisions, or feedback by the time AGENCY deems crucial to any deadline, all deadlines and milestones (except payment milestones) will be adjusted accordingly.

CLIENT’s failure to meet timeline/milestone or content obligations for a period of 7 days or more will result in reallocation of AGENCY’s resources and work on the project will be delayed or may cease. Resuming work on the project will require a reassembly period that may equal the time of the delay caused by CLIENT. Please note that any adjustments to project deadlines or milestones caused by CLIENT behavior do not affect payment milestones.

All payment will be required at the time(s) initially described in the ATP.

If CLIENT’s inactive or unresponsive time exceeds a period of 30 days, this constitutes abandonment of the project. In such a case, CLIENT will be considered to have cancelled the project, subject to the consequences outlined in the Term and Termination section. Thereupon, AGENCY can choose to cease further work on the project. In such case, CLIENT will be granted no right or license to unpaid work and AGENCY is absolved of any obligation to resume the project.

16. Approvals

CLIENT acknowledges and agrees that regardless of the number of individuals involved in the project, one individual in CLIENT’s team/company will be appointed to have ultimate responsibility for approval of the deliverables AGENCY will create and present.

CLIENT further acknowledges and agrees that this one individual must be directly involved in the entire project and must participate in significant events during the project, including initial discovery meeting(s), initial design presentation(s), planning meetings, scope review, and final approval.

In the event that deliverables are made available to CLIENT for approval and CLIENT fails to respond within 10 days to approve or reject them in writing with specific deficiencies, the deliverables are considered approved. Requests made after approval, including changes in preference, added requirements, or revisions to approved work, are billable additions or alterations unless otherwise stated in the ATP.

17. Limitation of Liability

To the maximum extent permitted by law, AGENCY will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages; lost profits; lost revenue; loss of business; loss of goodwill; reputational harm; business interruption; loss or corruption of data; loss of use; third-party claims; or costs of substitute services, even if AGENCY has been advised of the possibility of such damages.

To the maximum extent permitted by law, AGENCY’s total liability for any claim arising out of or relating to a project, ATP, service, website, application, hosting service, maintenance service, software configuration, or these Terms will not exceed the fees paid to AGENCY by CLIENT for the specific service giving rise to the claim during the six months preceding the event giving rise to the claim, excluding third-party expenses, software/license access charges, hosting provider costs, taxes, and pass-through charges.

Nothing in this section limits CLIENT’s obligation to pay amounts owed to AGENCY, CLIENT’s indemnity obligations, or either party’s liability to the extent such limitation is not permitted by applicable law.

18. Additional Provisions

The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of Illinois applicable to agreements entered into and performed in the State of Illinois. This agreement is our entire understanding and may not be modified in any respect except in a mutually executed addendum.

If we must retain attorneys to collect our invoices, enforce these Terms, or protect our rights, we will be entitled to CLIENT’s payment of reasonable attorney’s fees, court costs, collection costs, and interest at the maximum rate permitted by law.

If any provision of these Terms is found invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

Revisions

• 7/7/2026 – Added and updated provisions regarding third-party software, plugin/theme licenses, license access charges, agency/developer/bundled licenses, hosting and maintenance services, data/privacy responsibilities, third-party vendor limitations, ownership exclusions, offboarding, and limitation of liability.
• 6/3/2025 – Update to Rights of Ownership regarding agency call out.
• 5/2/2025 – Updates to the “Payment / Estimates / Bids” and “Rights of Ownership” sections.
• 4/4/2024 – Update to “Payment / Estimates / Bids” section.
• 10/4/2022 – Original.