Services Agreement

This Services Agreement is between you (the “Client”) and Netix Solutions, LLC, a Florida limited liability company at 27251 Wesley Chapel Blvd, Suite 1190, Wesley Chapel, Florida 33544 (“Netix”, “we” or “us”).

It covers the proposal, estimate or quote you are accepting, which we call the “Proposal”. By accepting, you agree to the deliverables, scope, timeline and price set out in the Proposal.

The Proposal and these terms together are the entire agreement between us. If the two ever conflict, the Proposal controls on that point.

We will provide the deliverables described in your Proposal, in a professional and workmanlike manner. Anything not described in the Proposal is not included.

These terms apply to every kind of work we take on, including websites and applications, software and integrations, AI and automation, hardware and unmanned systems, and consulting and support. Where a section applies only to a particular kind of work, such as hosting, it says so.

Unless your Proposal says otherwise, it includes up to four rounds of revisions per deliverable, where a round is one consolidated set of feedback. Further revisions, new pages or features, changes to work you already approved, and rework caused by late content or approvals are additional work. We will tell you before we bill for it, and it is charged at our current hourly rate or under a separate Proposal.

You will give us the content, images, credentials, approvals and decisions we need, within a reasonable time, and the access required to do the work.

You are responsible for the materials you provide. You represent and warrant that you own, or hold all necessary licences, permissions and releases for, everything you supply, including text, images, audio and video, fonts, logos and trademarks, software and data, and any person's name, likeness or testimonial.

If a project is delayed on your side for more than 30 days, we may pause it and invoice for the work done to that point. Picking it back up depends on our availability and may be charged at our rates in effect then.

Fees, deposits and the payment schedule are set out in your Proposal. A deposit begins the work, the balance is due at delivery, and recurring items are billed on the schedule shown. Unless the Proposal says otherwise, invoices are due on receipt.

Recurring items such as hosting, care plans, retainers and domain renewals are charged automatically to the payment method on file until you cancel. We may change the price of a recurring service on at least 30 days' written notice, and you may cancel that service before the change takes effect.

Unpaid amounts accrue interest at 1.5% per month (18% per year), or the highest rate Florida law allows if that is lower, starting 15 days after the due date. If an account is more than 30 days overdue, we may pause work, hosting or services until it is paid. A pause does not remove your obligation to pay.

Fees for work already done are non-refundable, as are third-party costs we paid on your behalf, such as domains, licences and stock assets. Fees do not include tax, and any sales or use tax that applies is your responsibility.

This section applies only where your Proposal includes hosting from us. Hosting is provided on a fair-use basis. Unless your Proposal says otherwise, the included allowance is:

• 1,000 page views per day, and
• 30,000 page views per calendar month.

You keep ownership of the content you provide. Once you have paid in full, you own the final deliverables we created specifically for you under the Proposal. Until we are paid in full, we keep ownership of those deliverables and any licence to use them is suspended.

We keep ownership of our pre-existing and general-purpose materials, including our code, tools, frameworks, libraries, templates and know-how, and anything built for general use rather than specifically for you. We grant you a perpetual, worldwide, non-exclusive licence to use those materials as they are built into your deliverables.

Third-party components, such as open-source libraries, plugins, themes, fonts and stock assets, stay the property of their owners and reach you under their own licences. Your project may also rely on services we do not control, such as hosting providers, registrars, payment processors and APIs, and we are not responsible for their availability, pricing or security.

We may name you as a client and show the work in our portfolio. You can withdraw that permission on written notice.

We do not guarantee any business result, including search rankings, traffic, conversions, revenue, cost savings, the accuracy of a model's output, or any score from a third-party testing tool. Timelines in a Proposal are good-faith estimates, not deadlines, unless we agree otherwise in writing.

Where your Proposal includes hosting, a care plan or ongoing support, we will take reasonable steps to maintain, patch and back up the services, but we do not warrant uninterrupted or error-free operation. Backups are a convenience, not a substitute for your own records, so keep your own copies of anything you cannot afford to lose. No system is fully secure, and we are not liable for a breach that comes from your credentials or people, software we did not install, or a flaw in a third-party component.

For 30 days after we release a deliverable, we will fix defects in our own work at no charge. This does not cover changes you or a third party make after release, new requirements, failures in third-party components, or content you supplied.

EXCEPT AS STATED IN SECTION 8, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS”, AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU PAID US UNDER THE PROPOSAL GIVING RISE TO THE CLAIM IN THE 6 MONTHS BEFORE THE CLAIM AROSE.

These limits do not apply to your payment obligations, to fraud or wilful misconduct by either party, or to any liability that cannot be limited under Florida law.

You will defend and indemnify us against any claim arising from the materials you provided, including a claim that they infringe the rights of a third party.

We will defend and indemnify you against any claim that our original work, as delivered, infringes a third party's copyright.

Each party will keep the other's non-public business information confidential and use it only for this agreement. This does not apply to information that is already public, already known to the receiving party, or developed independently.

We work as an independent contractor, not an employee, partner or agent, and we may use qualified subcontractors while staying responsible for their work. Neither party is liable for a delay caused by events beyond its reasonable control, such as natural disasters, major outages, war, labour disputes or third-party provider failures.

You may end a project at any time on written notice. You will be invoiced for the work done and third-party costs incurred to that date, your deposit is applied against that amount, and any balance is refunded. Recurring services can be cancelled at any time, effective at the end of the current billing period, and part-periods are not pro-rated. We may end this agreement on written notice if your account is unpaid, if a project is delayed on your side for more than 60 days, or if we are asked to do something unlawful.

This agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Before starting proceedings, the parties will try in good faith to resolve a dispute by direct discussion for at least 30 days after written notice.

Any dispute not resolved in that time will be brought only in the state or federal courts in Pasco County, Florida, and both parties consent to that venue. The prevailing party in an action to enforce this agreement may recover its reasonable attorneys' fees and costs.

This agreement, together with your Proposal, is the entire agreement between us and supersedes any prior discussions. If any provision is held unenforceable, the rest stays in effect, and a failure to enforce a provision is not a waiver of it. You may not assign this agreement without our written consent, and we may assign it to a successor in a merger or sale of the business. Notices may be given by email to the addresses on the Proposal, or in writing to Netix Solutions, LLC, 27251 Wesley Chapel Blvd, Suite 1190, Wesley Chapel, Florida 33544. You can also reach us at (813) 212-4515 or email@netix.co.