Terms of Service

These Terms of Service (this “Agreement”) govern the relationship between Breakpoint WP (“Breakpoint,” “BP,” “we,” “us,” or “our”) and you (the “Client,” “you,” or “your”) for website strategy, design, development, and related services.

By accepting a project estimate or proposal, authorizing work (verbally or in writing), submitting any payment (including a deposit), or otherwise directing Breakpoint to begin services, you agree to this Agreement in full.

1. Scope of Agreement

This Agreement includes:

Project Estimate and/or Proposal (the “Proposal”): describes the scope of work, deliverables, timeline, assumptions, and fees.
These Terms of Service: apply to all services provided by Breakpoint unless otherwise stated in writing.

If there is a conflict between these Terms and the Proposal, the Proposal controls for that specific project.

2. Independent Contractor

Breakpoint provides services as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

Breakpoint may use employees, subcontractors, and/or third-party vendors to perform services, while remaining responsible for overall project management and standards.

3. Fees & Payment

3.1 Deposits

New website builds: a 50% non-refundable deposit is due before work begins.
Website redesigns/makeovers: 100% payment upfront is due before work begins.

3.2 Payment Schedule

Payment timing and milestones are as stated in the Proposal. Unless otherwise stated, invoices are due upon receipt.

3.3 Out-of-Scope Work

Requests that fall outside the scope, assumptions, or timeline in the Proposal are billed at $125 – $300/hour depending on the service level. Out-of-scope work is due in advance unless Breakpoint agrees otherwise in writing.

3.4 Refunds & Cancellations

Deposits are non-refundable, except where the Client cancels in writing within three (3) business days of acceptance. In that case, a 10% cancellation fee applies.

3.5 Late Payments; Suspension

Invoices unpaid after 30 days may result in suspension of work and/or removal of the site from public view (where Breakpoint controls hosting or deployment access). Late balances accrue interest at 23% annually, plus reasonable collection costs and attorneys’ fees where permitted by law.

3.6 Payment Methods

Accepted methods: cash, bank transfer, business check, or Visa/Mastercard. Card payments incur a 3.5% processing fee.

4. Client Responsibilities

4.1 Content, Inputs, and Approvals

The Client is responsible for providing complete and finalized content (including copy, images, files, logins, and approvals) according to the timeline in the Proposal. Delays in Client deliverables may extend the project timeline.

4.2 Communication and Availability

The Client agrees to timely communication and decision-making. Delays caused by the Client may lead to rescheduling, additional fees, or project suspension.

4.3 Legal Pages and Compliance

The Client is solely responsible for determining what legal policies, notices, and compliance measures are required for their business (including Privacy Policy, Terms of Use, GDPR/CCPA and other data protection obligations, cookie notices, accessibility compliance, and industry-specific requirements) and for providing that content to Breakpoint. Breakpoint does not provide legal advice.

5. Hosting, Domains & SSL

Unless the Client is subscribed to a Breakpoint hosting or management plan that explicitly includes these items, the Client is responsible for purchasing, renewing, and maintaining:

domain registration(s)
hosting account(s)
SSL certificate(s)

Breakpoint may be added as an authorized administrator for technical purposes, but does not own Client accounts.

Elementor Pro licensing: Clients on an Evolution Site Manager plan receive Elementor Pro licensing during the plan term. If the plan is canceled, that licensing ends.

6. Themes, Plugins, Applications & Licensing

Websites are built on WordPress using Breakpoint-selected tools, themes, and plugins.

Third-party themes, plugins, and app licenses remain the property of their respective developers.
Unless the Proposal states otherwise, renewals and ongoing license fees are the Client’s responsibility.
If Breakpoint provides an Elementor Pro license, continued access depends on timely renewal/payment where applicable. Breakpoint may terminate access for unpaid accounts.

Breakpoint does not guarantee that third-party themes/plugins will perform perfectly or indefinitely, or that third-party vendors will not change features, pricing, or compatibility.

7. Intellectual Property

7.1 Ownership of Deliverables

Upon full payment, ownership of final deliverables created specifically for the Client under the Proposal transfers to the Client, except for third-party materials and Breakpoint’s pre-existing tools and proprietary assets.

7.2 Breakpoint Materials

Breakpoint retains ownership of its pre-existing frameworks, tools, templates, processes, libraries, and any proprietary elements used to provide the services, unless explicitly transferred in writing.

7.3 Client-Provided Content

The Client represents and warrants they own or have licensed all content they provide (text, images, graphics, trademarks, etc.) and have rights to publish it online. The Client agrees to indemnify Breakpoint for claims arising from unauthorized or infringing Client content.

7.4 Portfolio Use

Breakpoint may display the work (including screenshots, design comps, and the live site) in its portfolio and promotional materials unless the Client requests otherwise in writing.

8. Revisions, Change Requests & Completion

8.1 Included Revisions

Projects include 2–3 revision cycles (as specified in the Proposal). Additional revision rounds, feature changes, or scope shifts may incur additional fees.

8.2 Definition of Completion

“Completion” means delivery of the work as defined in the Proposal (including delivery to a staging environment or a deliverable handoff), regardless of whether the Client chooses to publish or delays publishing. Final payment is due at Completion.

9. Maintenance & Support

New builds include 30 days of complimentary post-launch support unless the Proposal states otherwise.

Ongoing maintenance, updates, backups, security monitoring, and recovery support require an active maintenance/management plan. Without a plan, Breakpoint has no ongoing responsibility for updates, security, backups, restorations, or incident response after the included support period.

10. Rush Services

Rush work is accepted at Breakpoint’s discretion and may include a +50% – 200% surcharge. Breakpoint does not guarantee delivery by Client-requested expedited timelines.

11. Disclaimers

Breakpoint does not guarantee:

uninterrupted service or error-free performance
specific SEO rankings, traffic, conversions, or business outcomes
hosting uptime (unless expressly included in a hosting plan)
perfect operation or long-term compatibility of third-party software
email deliverability (including form notifications and transactional emails)

Breakpoint is not responsible for changes made by the Client or third parties after launch, including plugin installs, code edits, content changes, DNS changes, hosting settings, or updates performed outside Breakpoint’s management.

12. Limitation of Liability

To the maximum extent permitted by law, Breakpoint’s total liability arising out of or relating to this Agreement will not exceed the amount the Client paid to Breakpoint for labor (excluding hard costs) in the six (6) months preceding the event giving rise to the claim, or $500, whichever is less.

In no event will Breakpoint be liable for indirect, special, incidental, consequential, punitive, or exemplary damages (including lost profits, lost revenue, lost data, or business interruption), even if advised of the possibility.

Some jurisdictions do not allow certain limitations; where prohibited, these limitations apply to the fullest extent permitted.

13. Project Suspension & Abandonment

If a project is delayed 30+ days due to Client inaction (including missing content, approvals, or communication), the project may be suspended and deposits are forfeited.
Projects inactive for 120+ days may be deemed abandoned with no refunds. Reactivation requires new terms, rescheduling, and additional payment as determined by Breakpoint.

14. Termination

Breakpoint may terminate services for non-payment, repeated delays, unprofessional conduct, or material breach of this Agreement.

Upon termination:

the Client forfeits access to BP-provided licenses (including Elementor Pro where applicable)
unfinished work may be withheld until payment obligations are satisfied
proprietary Breakpoint elements and licenses do not transfer unless explicitly stated in writing

15. Artwork & Graphic Standards

Client-provided images must meet reasonable quality standards for web use. Unless otherwise agreed:

images should be at least 1280 × 720 px and reasonably clear
Breakpoint may optimize images for performance before uploading

Breakpoint may provide a limited number of single-licensed images/graphics for use on the website. Unless expressly stated in writing, those assets are not transferable for reuse outside the site.

The Client represents and guarantees that all furnished materials are owned or properly licensed for intended use and publication.

16. AI-Generated Images, Videos & Graphics

16.1 Purpose and Scope

AI-generated or AI-edited images created by Breakpoint are provided exclusively for use on the Client’s website created under this Agreement.

16.2 Restrictions

AI assets may not be repurposed, redistributed, or used for print, social media, advertising, or other channels without prior written approval from Breakpoint.

16.3 Limits

Unless otherwise agreed in writing, Breakpoint will provide up to five (5) AI-generated or AI-edited images as part of the website design package. Additional AI assets are billed separately.

16.4 Rights

The Client receives a limited license to use the AI assets on the agreed website only. Breakpoint retains all other rights and may restrict or revoke usage if this policy is violated.

16.5 Exclusions

AI assets are not a substitute for professional photography or properly licensed stock imagery. The Client is responsible for licensing any non-AI assets they wish to use.

Breakpoint may update this AI policy as technology, laws, or industry standards evolve.

17. Internet Authorization

To install and configure the website, the Client authorizes Breakpoint to access the Client’s hosting account and to receive necessary permissions to upload files, configure settings, and manage the site as required for the project.

Unless the Proposal states otherwise, the Client is responsible for ensuring hosting meets technical requirements. Certain features may require a Linux/Unix environment depending on tooling and integrations.

18. Electronic Commerce; Taxes & Compliance

The Client is solely responsible for complying with laws, taxes, tariffs, and regulations related to their online business and ecommerce operations. The Client agrees to hold harmless and defend Breakpoint from claims or penalties arising from the Client’s ecommerce activities.

19. E-Commerce Sites

Breakpoint may use WooCommerce or other ecommerce integrations. Functionality is limited by the chosen platform and available extensions.

Unless otherwise agreed:

Breakpoint will install a limited number of products (typically 3–5) provided by the Client as part of the project.
Additional products, plugins, integrations, or features may require additional fees.
The Client is responsible for third-party subscription and renewal fees for ecommerce extensions.

20. Compatibility, Plugins & Third-Party Applications

Breakpoint designs for modern screens and tests major modern browsers and common mobile devices at the time of development. Due to variations across devices and vendors, 100% compatibility across all browsers and devices is not guaranteed.

Design reviews and signoffs must be completed on an up-to-date desktop computer. Mobile optimization is finalized after desktop design approval.

Breakpoint does not guarantee third-party plugins, themes, or integrations will function as described by their developers. The Client accepts the risks and costs associated with purchasing, configuring, updating, and renewing third-party software.

21. Contact Forms & Spam

Breakpoint is not liable for spam submissions or misuse of contact forms. Where applicable, Breakpoint may add basic anti-spam measures (such as honeypots). Advanced anti-spam tools (reCAPTCHA, paid anti-spam plugins, email authentication, deliverability tooling) may be added at the Client’s request and expense.

22. Content Management System

Breakpoint builds on WordPress and may provide limited training or guidance as stated in the Proposal. Breakpoint is not responsible for the Client’s ability to learn or maintain the CMS.

Unless included in a Management plan, support after the initial 30-day post-launch period is billed at the hourly rate described in Section 3.

23. Security Responsibilities

Maintenance and security tools reduce risk but do not guarantee a site cannot be hacked, compromised, or experience downtime.

The Client is responsible for securing their own devices and credentials used to access the site and hosting accounts (including updated operating systems, browsers, and security software). Unless covered by an active maintenance plan, costs to restore a compromised site are the Client’s responsibility.

24. Additional Client Representations

The Client represents and warrants that:

they are at least 18 years of age
they have authority to enter into this Agreement
they will comply with all applicable laws and regulations related to their website, content, business practices, and data protection obligations

25. Attribution Link

Breakpoint may place a small attribution link in the footer (e.g., “Site by BPWP”) linking to BreakpointWP.com, unless the Proposal states otherwise or the Client requests removal in writing.

26. Disclosure to Law Enforcement

Breakpoint may disclose Client information to law enforcement upon lawful written request, and will cooperate with valid legal process.

27. Indemnification

The Client agrees to indemnify, defend, and hold harmless Breakpoint and its affiliates, licensors, partners, owners, contractors, and employees from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising from or related to:

the Client’s breach of this Agreement
Client content, products, services, or business practices
the creation, use, or maintenance of the Client’s site(s)
disputes with third parties, including domain disputes
the Client’s negligence or intentional misconduct

These obligations survive termination.

28. Governing Law & Dispute Resolution

This Agreement is governed by the laws of California, USA.

The parties will first attempt to resolve disputes through mediation in Sacramento, California, sharing mediation costs equally. If unresolved within 60 days, either party may pursue legal action in the state or federal courts located in Sacramento, California, USA, and both parties consent to jurisdiction and venue there.

29. Disclaimer of Warranties

All services are provided “as is” and without warranties of any kind, express or implied, including merchantability, non-infringement, and fitness for a particular purpose, to the maximum extent permitted by law.

30. Severability; Entire Agreement

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in effect.

This Agreement, together with the Proposal, constitutes the entire agreement between the parties regarding the services and supersedes prior discussions or understandings.

31. Modifications; Assignment

This Agreement may be modified only in a writing signed by both parties.

Neither party may assign this Agreement without the prior written consent of the other, except in connection with a merger, acquisition, or sale of substantially all assets.

32. Acknowledgment

By signing or accepting a Proposal, authorizing work, or submitting payment, the Client acknowledges that they have read, understood, and agreed to these Terms of Service.

Contact Info:

Breakpoint WP
1125 Los Robles Blvd. Ste. B
Sacramento, CA 95838
(530) 559-9432
info@breakpointwp.com