1. Scope of Services
Soltra will provide the services described in the applicable proposal, statement of work, invoice, or written communication ("Project Scope"). Services may include website design, front-end and back-end development, hosting setup, managed hosting and infrastructure, domain management, content integration, ongoing maintenance, and related consulting.
Any work outside the Project Scope — including additional pages, features, integrations, redesigns, or rounds of revisions beyond those described — constitutes a scope change and may be subject to additional fees and a revised timeline. Soltra will communicate any scope changes in writing before proceeding.
2. Payment Terms
2.1 Payment Before Delivery
Unless this Agreement explicitly states otherwise, full payment is required before Soltra delivers, transfers, launches, or provides access to any completed website, code, files, credentials, or final project assets. Soltra will not publish a website to a live domain, grant access to hosting control panels or repositories, or hand over project files until all amounts due under the applicable invoice or statement of work have been received and cleared.
Where a payment schedule is agreed upon in writing, each milestone payment must be received before Soltra commences the next project phase. Work will pause automatically if a scheduled payment is not received within five (5) business days of its due date.
2.2 Deposits
Many projects require a deposit to reserve Soltra's availability and commence work. Deposits are non-refundable once work has begun. The deposit amount and schedule are stated in the applicable proposal or invoice. Payment of a deposit constitutes acceptance of this Agreement.
2.3 Recurring Hosting and Domain Fees
Managed hosting, domain registration, domain renewal, SSL/TLS certificates, email hosting, DNS management, and infrastructure services are billed on a recurring basis (monthly, annually, or as otherwise stated in the applicable plan or invoice). These fees are due on the date stated in each billing cycle.
Non-payment consequences. If recurring fees are not paid within ten (10) days of the due date, Soltra may, at its sole discretion: suspend hosting services, take the website offline, allow domain registrations to lapse, remove DNS records, or terminate managed services. Soltra is not liable for website downtime, domain expiration, data loss, email disruption, or any resulting business impact caused by non-payment of recurring fees.
Reinstatement of suspended services following non-payment may require full payment of all overdue amounts plus a reinstatement fee as quoted by Soltra at the time of reinstatement.
2.4 Non-Refundable Work
Except as provided in Section 2.5 (30-Day Money-Back Guarantee), all amounts paid for design, development, strategy, setup, research, content integration, and consulting work are non-refundable, regardless of whether the project is completed. If the Client pauses, cancels, or abandons a project after the guarantee window has closed, no refund will be issued for work already performed.
2.5 30-Day Money-Back Guarantee
If the Client is not satisfied for any reason, Soltra will refund the setup fees paid in full, provided that the refund is requested in writing within thirty (30) days of contract signing. Approved refunds are issued within five (5) business days of the written request. If a refund is issued under this Section, the engagement terminates and all work product, designs, and code remain Soltra's property. Fees already billed for delivered recurring services (hosting, domain registration, maintenance) are not covered by this guarantee. Once the guarantee window has closed, Sections 2.2 and 2.4 apply without exception.
2.6 Late Payments
Invoices not paid within the stated due date may accrue a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower) on the outstanding balance. Soltra reserves the right to suspend work and services on any account with an overdue balance without liability.
2.7 Third-Party Expenses
Unless specifically included in the Project Scope in writing, the Client is responsible for all third-party costs including domain registration fees, premium plugins or themes, stock photography or video licenses, third-party API fees, payment processor fees, email service provider fees, and similar costs. Soltra will notify the Client before incurring any third-party expense on the Client's behalf.
3. Client Responsibilities
The Client is responsible for providing all materials, content, feedback, credentials, and approvals required for project completion in a timely manner. Specifically, the Client agrees to:
- Provide accurate, complete, and legally permissible content, images, copy, branding, and materials.
- Confirm that all materials provided do not infringe any third party's intellectual property, privacy, or other rights.
- Review drafts, mockups, and deliverables promptly and provide consolidated, actionable feedback.
- Provide access to domain accounts, hosting panels, third-party services, and credentials needed to perform the work.
- Ensure all products, services, or claims described on the website comply with applicable law.
- Maintain payment on time as described in Section 2.
Delays caused by the Client's failure to provide required materials, feedback, approvals, or payment will extend the project timeline accordingly. Soltra is not liable for delays caused by the Client.
4. Intellectual Property and Code Ownership
4.1 Ownership During the Guarantee Window
During the first thirty (30) days after contract signing — the 30-Day Money-Back Guarantee window described in Section 2.5 — all designs, code, and work product created for the Client's project remain Soltra's exclusive property. During this window the Client may not copy, reproduce, distribute, sublicense, sell, or create derivative works from the project code without Soltra's express prior written consent.
4.2 Transfer of Code Ownership
Once the 30-day guarantee window has closed and full payment has been received, ownership of the website code developed for the Client's project is assigned to the Client. Third-party and open-source components incorporated into the site remain governed by their own licenses. Soltra retains full ownership of its separate internal tools — deployment pipelines, administrative systems, monitoring and hosting infrastructure — which are used to operate the services but are not part of the delivered website, and those tools may not be copied or redistributed at any time. Soltra remains free to use general skills, techniques, and non-client-specific components and patterns in other engagements.
4.3 Hosting License, Source Code Delivery, and Retention
For as long as Soltra hosts or maintains the Client's website, the Client grants Soltra the non-exclusive license needed to deploy, run, copy, back up, monitor, and modify the site's code for the purpose of providing the services. Upon request after ownership has transferred — and in any case upon termination of services — Soltra will provide a complete export of the Client's site code, content, and data. After exports are delivered, Soltra is not required to retain archival copies, version history, development branches, or staging environments indefinitely.
4.4 Client Content
The Client retains ownership of all content provided to Soltra at all times, including logos, copywriting, photographs, and product information. The Client grants Soltra a royalty-free license to use that content solely to provide the services described in this Agreement.
4.5 Portfolio Use
Soltra may identify the Client as a client and showcase non-confidential, publicly accessible aspects of the completed work in its portfolio, website, social media, case studies, and marketing materials. The Client may opt out of portfolio use by submitting a written request to Soltra.
5. Right to Refuse Service and Termination
Soltra reserves the right to refuse, limit, pause, or terminate services to any client or prospective client at any time, at its sole discretion, including but not limited to:
- Requests involving illegal, fraudulent, or harmful content or services.
- Discovery of prohibited content (including CSAM, as defined in Section 6).
- Non-payment or repeated late payment.
- Abusive, threatening, or harassing conduct toward Soltra or its personnel.
- Misrepresentation of the Client's business, purpose, or project intent.
- Legal, regulatory, or reputational risk to Soltra.
- Violation of any provision of this Agreement or Soltra's Terms of Service.
Payment retention on termination for cause. If Soltra terminates this Agreement due to a Client violation of Sections 5 or 6, non-payment, illegal conduct, or abusive behavior, no refund will be issued. Soltra will retain all amounts paid as compensation for work performed, administrative costs, and remediation effort. The Client forfeits any right to receive deliverables, files, or credentials not yet transferred at the time of termination for cause.
If Soltra declines a project before any work has commenced, any deposit collected will be evaluated and refunded at Soltra's discretion.
6. Prohibited Content — CSAM and Illegal Material
Absolute prohibition. The use of any Soltra service, hosting, infrastructure, or deliverable to store, transmit, distribute, display, or facilitate access to child sexual abuse material (CSAM), child sexual exploitation material (CSEM), or any content that sexualizes, depicts, exploits, or endangers minors is strictly, absolutely, and unconditionally prohibited. This prohibition applies regardless of any other provision of this Agreement.
Mandatory reporting. Soltra is required by U.S. federal law (18 U.S.C. § 2258A) to report apparent violations involving child sexual abuse material to the National Center for Missing and Exploited Children (NCMEC) CyberTipline and to cooperate fully with law enforcement investigations. Discovery of such content will result in immediate termination of all services, mandatory reporting, full cooperation with investigating authorities, and forfeiture of all amounts paid. No refund will be issued under any circumstances.
7. Client Liability for Website Content and Operations
The Client is solely and exclusively responsible for the content published on, the products and services marketed through, the data collected by, and the legal compliance of any website designed, developed, or hosted by Soltra. Soltra's role is limited to technical design, development, and infrastructure services.
Soltra is not liable for:
- Any legal claims, regulatory actions, fines, or penalties arising from the Client's website content, business operations, advertising claims, or products and services.
- How the Client collects, processes, stores, shares, or uses visitor or customer data on the Client's website.
- Client compliance or non-compliance with privacy laws (including GDPR, CCPA, COPPA, or similar regulations).
- Data breaches, unauthorized access, or security incidents arising from Client-controlled systems, credentials, or content management practices.
- Intellectual property infringement by content provided by or approved by the Client.
- Consumer protection violations, false advertising claims, FTC or state attorney general actions, or similar regulatory proceedings arising from the Client's business.
- Third-party disputes arising from the Client's products, services, pricing, or conduct.
Once a website is delivered and launched — or made accessible to the public — the Client assumes full legal and operational responsibility for all aspects of the website's content and operation.
8. Limitation of Liability
To the fullest extent permitted by applicable law, Soltra's total aggregate liability to the Client for any claims arising out of or related to this Agreement — whether in contract, tort, negligence, or otherwise — shall not exceed the total amount paid by the Client to Soltra in the three (3) months immediately preceding the event giving rise to the claim.
In no event will Soltra be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, or any damages for loss of profits, revenue, data, business opportunity, goodwill, or anticipated savings, even if Soltra has been advised of the possibility of such damages.
9. Indemnification
The Client agrees to defend, indemnify, and hold harmless Soltra, its owners, employees, contractors, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
- Content, materials, or instructions provided by the Client.
- The Client's operation of, content on, or conduct through any website built or hosted by Soltra.
- The Client's breach of this Agreement or Soltra's Terms of Service.
- The Client's violation of any applicable law, regulation, or third-party right.
- Claims by the Client's customers, visitors, or regulatory agencies arising from the Client's business.
10. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Neither party will disclose confidential information to third parties without the disclosing party's prior written consent, except as required by law or to provide the services described herein.
Soltra may disclose information to subcontractors, hosting providers, and professional advisers as necessary to perform services, subject to appropriate confidentiality obligations.
11. Term and Termination
This Agreement begins on the date services are engaged and continues until all services are completed and all amounts are paid, or until terminated by either party.
Either party may terminate this Agreement with written notice. If the Client terminates after work has commenced, no refund will be issued for work already performed, and all amounts due through the termination date remain payable. If Soltra terminates for reasons unrelated to Client breach, Soltra will refund amounts paid for work not yet performed.
12. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the United States and the state or jurisdiction where Soltra is legally organized, without regard to conflict-of-law principles. Any dispute arising under this Agreement that cannot be resolved informally will be submitted to binding arbitration or resolved in the courts of competent jurisdiction in Soltra's state of organization, at Soltra's election, unless prohibited by applicable law.
The Client waives any right to participate in class-action litigation or class-wide arbitration with respect to claims under this Agreement.
13. Entire Agreement
This Agreement, together with any signed proposal, statement of work, or written addendum referencing this Agreement, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior discussions, representations, and agreements. Amendments to this Agreement must be in writing and signed or acknowledged by both parties.
If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect.
14. Contact
Questions about this Agreement can be directed to [email protected].