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
All amounts paid for design, development, strategy, setup, research, content integration, and consulting work are non-refundable once that work has commenced, regardless of whether the project is completed. If the Client pauses, cancels, or abandons a project after work has begun, no refund will be issued for work already performed.
2.5 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.
2.6 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 Soltra's Proprietary Code
Soltra retains full and exclusive ownership of all frameworks, code bases, libraries, templates, administrative tools, backend systems, deployment scripts, development tooling, and other proprietary intellectual property developed by or owned by Soltra, whether pre-existing or created in the course of performing services under this Agreement.
These assets are not transferred or licensed to the Client unless a separate written addendum to this Agreement explicitly states otherwise and full payment has been received. Where a license is granted, it is limited to the scope, purpose, and duration stated in that addendum.
4.2 No Redistribution
The Client may not copy, reproduce, distribute, sublicense, sell, transfer, reverse-engineer, decompile, disassemble, or create derivative works from Soltra's proprietary code, systems, templates, or tools — in whole or in part — without Soltra's express prior written consent. Unauthorized use, reproduction, or redistribution of Soltra's proprietary code constitutes a material breach of this Agreement and a violation of applicable intellectual property law. Soltra reserves the right to pursue all available legal remedies, including injunctive relief, civil damages, and referral to law enforcement where applicable.
4.3 Source Code and Internal Files
Soltra may modify, refactor, archive, or permanently delete source code, development branches, staging environments, build artifacts, and internal project files at its discretion as part of normal project and infrastructure operations. Soltra is not required to retain, maintain, or provide access to source code, version history, staging environments, or internal project files beyond what is specified in the applicable Project Scope.
4.4 Client Content
The Client retains ownership of all content provided to Soltra, 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.
Upon receipt of full payment and completion of the project, the Client receives the rights to the final client-specific deliverables as described in the applicable Project Scope. Pre-existing Soltra code, frameworks, and tools incorporated into those deliverables remain Soltra's property and are licensed to the Client, not transferred, unless otherwise stated.
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 upon 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].