UN NEGOCIO LOCAL™

MASTER SERVICE AGREEMENT

Effective Date: [INSERT DATE]

This Master Service Agreement (“Agreement”) is entered into between:

Un Negocio Local™
(“Company,” “Provider,” “we,” “us,” or “our”)

and

Client: [CLIENT LEGAL NAME]
Business Name: [BUSINESS NAME]
Email: [CLIENT EMAIL]
Address: [CLIENT ADDRESS]

Together, the Company and the Client may be referred to as the “Parties.”

1. PURPOSE OF THIS AGREEMENT

This Master Service Agreement establishes the general terms under which Un Negocio Local™ may provide professional digital, marketing, technology, creative, consulting, educational, and related Services to the Client.

Individual projects may be described in a:

• Proposal.
• Quote.
• Invoice.
• Statement of Work (“SOW”).
• Project brief.
• Order confirmation.
• Written authorization.
• Other written project documentation.

Each applicable project document will identify the Services, fees, deliverables, timelines, and other project-specific requirements.

2. SERVICES

Depending on the applicable project, Services may include:

• Website design.
• Website development.
• WordPress development.
• Landing page creation.
• Website maintenance.
• Website updates.
• Graphic design.
• Branding support.
• Digital marketing.
• Social media management.
• Search engine optimization (“SEO”).
• Content creation.
• Advertising support.
• Business consulting.
• Digital strategy.
• Artificial intelligence (“AI”) training.
• AI consulting.
• Technology consulting.
• Digital education.
• Online training.
• Business coaching.
• Custom digital projects.
• Other Services expressly agreed to in writing.

The exact Services provided will be determined by the applicable project documentation.

3. SCOPE OF WORK

The scope of each project should be described in the applicable proposal, SOW, quote, invoice, or written project authorization.

Unless expressly included, Services outside the agreed scope are not included in the project price.

Additional work may include:

• Additional pages.
• Additional revisions.
• New features.
• New functionality.
• New integrations.
• Additional graphic designs.
• Additional content.
• Additional platforms.
• Additional research.
• Additional meetings.
• Major redesigns.
• New requirements introduced after project approval.

Additional Services may be billed separately.

4. PROJECT DOCUMENTS

Project-specific documentation may include:

• Project scope.
• Deliverables.
• Timeline.
• Payment schedule.
• Revision limits.
• Client responsibilities.
• Technical requirements.
• Hosting requirements.
• Domain requirements.
• Content requirements.
• Additional terms.

If there is a conflict between this Agreement and a project-specific document, the project-specific document will control only where it expressly identifies the conflicting provision and states that it is intended to modify this Agreement.

5. FEES

The Client agrees to pay the fees specified in the applicable project documentation.

Fees may be structured as:

• Fixed project fees.
• Deposits.
• Milestone payments.
• Hourly fees.
• Monthly fees.
• Recurring subscription fees.
• Retainers.
• Performance-independent professional fees.
• Other agreed payment structures.

Unless otherwise stated in writing, additional work outside the agreed scope may require additional payment.

6. DEPOSITS

A project may require an initial deposit before work begins.

The deposit may be used to reserve project capacity, begin planning, research, design, development, or purchase project-related resources.

Once work begins, the deposit may become non-refundable to the extent permitted by applicable law.

The specific payment and cancellation terms applicable to a project will be stated in the applicable project documentation.

7. PAYMENT SCHEDULE

The Client agrees to follow the payment schedule specified in the applicable project documentation.

Example:

Project Fee: $[AMOUNT]

Initial Payment: $[AMOUNT]

Milestone Payment: $[AMOUNT]

Final Payment: $[AMOUNT]

Payment schedules may vary by project.

8. LATE PAYMENTS

If a payment becomes overdue, the Company may, where permitted by applicable law:

• Pause work.
• Delay delivery.
• Suspend access to certain Services.
• Withhold final deliverables.
• Require payment before resuming work.
• Charge applicable late fees if expressly stated in the project agreement or invoice.

The Company will make reasonable efforts to communicate payment issues before taking significant action.

9. PROJECT START

A project may begin when one or more of the following occurs:

• The Client accepts the proposal.
• The Client signs this Agreement.
• The Client pays the required deposit.
• The Client provides written authorization to begin.
• The Company begins performing the agreed Services.

The applicable project documentation may establish a specific start date.

10. CLIENT RESPONSIBILITIES

The Client agrees to provide information and cooperation reasonably necessary to complete the project.

This may include:

• Business information.
• Website content.
• Images.
• Logos.
• Brand assets.
• Product information.
• Contact information.
• Website credentials.
• Hosting access.
• Domain access.
• Social media access.
• Advertising account access.
• Approvals.
• Technical information.
• Other requested materials.

The Client is responsible for ensuring that the information provided is accurate and that the Client has the necessary rights to use the materials supplied.

11. CLIENT CONTENT

The Client represents that it owns or has appropriate permission to use content supplied to the Company.

This may include:

• Text.
• Images.
• Videos.
• Logos.
• Music.
• Photographs.
• Trademarks.
• Product descriptions.
• Customer testimonials.
• Other materials.

The Client is responsible for claims, representations, and legal rights associated with Client-provided content.

12. CLIENT APPROVALS

The Client agrees to review project materials within a reasonable period.

Approvals may occur through:

• Email.
• Written message.
• Project management software.
• Electronic approval.
• Other authorized communication channels.

Once a Client approves a deliverable, subsequent changes may be treated as additional work.

13. REVISIONS

The number of revisions included in a project will be determined by the applicable project documentation.

A revision generally means a reasonable modification to an existing deliverable within the original scope.

A revision does not necessarily include a complete redesign or material change to the original project requirements.

14. CHANGE REQUESTS

If the Client requests work outside the original scope, the Company may provide an additional quote or estimate.

The Company may require written approval before beginning additional work.

Additional work may affect:

• Project cost.
• Timeline.
• Deliverables.
• Resources.
• Launch date.

15. PROJECT TIMELINES

The Company will make reasonable efforts to meet agreed timelines.

However, project timelines may depend upon:

• Client responses.
• Client approvals.
• Third-party services.
• Availability of content.
• Technical requirements.
• Scope changes.
• Hosting providers.
• Software platforms.
• Unexpected technical issues.

A delay caused by the Client or a third party may extend the project timeline.

16. CLIENT DELAYS

If the Client fails to provide required materials, approvals, access, or communication, the project may be delayed.

The Company is not responsible for delays caused by Client inactivity.

If a project remains inactive for an extended period, the Company may place the project on hold or close the project after reasonable notice.

17. PROJECT ABANDONMENT

If the Client stops responding or fails to provide required information for an extended period, the Company may consider the project abandoned or inactive.

Amounts corresponding to work already completed or expenses already incurred may remain payable.

Reactivation of an inactive project may require:

• Additional fees.
• A revised timeline.
• A new project scope.
• Updated pricing.

18. WEBSITE DEVELOPMENT

Website projects may include design, development, configuration, testing, installation, and launch.

Unless expressly stated otherwise, website Services do not automatically include:

• Unlimited revisions.
• Unlimited pages.
• Unlimited content.
• Unlimited technical support.
• Third-party subscription fees.
• Hosting fees.
• Domain registration fees.
• Premium plugin fees.
• Stock media licenses.
• Third-party software licenses.
• Ongoing maintenance.

19. WORDPRESS AND THIRD-PARTY SOFTWARE

Where WordPress or other third-party software is used, the Client acknowledges that the software is maintained by independent developers or organizations.

Plugins, themes, integrations, APIs, and other third-party technologies may:

• Change.
• Become incompatible.
• Be discontinued.
• Require updates.
• Require additional licensing.
• Develop security vulnerabilities.

The Company will make reasonable efforts to address technical issues within the agreed scope.

20. DOMAIN NAMES AND HOSTING

Domain names and hosting may be provided by the Company, the Client, or an independent third party.

Unless otherwise stated in writing, domain registration and hosting ownership should remain with the Client.

Third-party renewal fees are generally the responsibility of the Client.

Failure to renew a domain, hosting account, plugin, license, or other third-party Service may cause interruption or loss of functionality.

21. WEBSITE LAUNCH

A website may be considered ready for launch when the agreed deliverables have been substantially completed and the Client has approved the applicable project.

Minor issues or non-critical adjustments may be addressed after launch when included within the applicable scope.

Major changes requested after approval may require additional fees.

22. WEBSITE MAINTENANCE

Unless maintenance is expressly included, website development does not automatically include ongoing maintenance.

Maintenance may include:

• Updates.
• Backups.
• Security checks.
• Content updates.
• Technical troubleshooting.
• Plugin updates.
• Performance improvements.

Maintenance Services may be purchased separately.

23. MARKETING SERVICES

Marketing Services may include strategy, content, social media, SEO, advertising support, campaign development, or related Services.

Marketing results depend on numerous factors outside the Company’s control.

The Company does not guarantee specific:

• Sales.
• Leads.
• Revenue.
• Customers.
• Followers.
• Engagement.
• Traffic.
• Advertising results.
• Return on investment.

24. SOCIAL MEDIA SERVICES

Social media Services may include content creation, scheduling, strategy, account management, or related activities.

The Company does not control third-party social media platforms.

Changes to platform policies, algorithms, account restrictions, moderation systems, or technical features may affect results.

25. SEO SERVICES

SEO Services are performed using reasonable professional efforts based on available information and applicable strategies.

Search engine algorithms and policies may change without notice.

The Company does not guarantee specific search engine rankings, traffic, leads, or sales.

26. ADVERTISING SERVICES

Advertising Services may involve third-party advertising platforms.

The Client is responsible for approved advertising budgets unless otherwise agreed.

Professional fees charged by the Company are separate from advertising expenditures.

The Company does not guarantee advertising approval, impressions, clicks, leads, sales, or return on investment.

27. AI SERVICES

The Company may use artificial intelligence and automated technologies when providing certain Services.

AI tools may produce inaccurate or incomplete information.

The Company may use reasonable human review and professional judgment, but AI-generated content should be reviewed before being used for important purposes.

The Client remains responsible for reviewing and approving final materials.

28. EDUCATIONAL AND CONSULTING SERVICES

Consulting, training, coaching, workshops, and educational Services are intended to provide information, guidance, and support.

Unless expressly agreed otherwise, these Services do not constitute individualized legal, accounting, tax, financial, medical, investment, or other regulated professional advice.

29. THIRD-PARTY SERVICES

The Company may recommend or use third-party Services.

The Client acknowledges that third-party providers operate independently.

The Company is not responsible for:

• Third-party outages.
• Pricing changes.
• Policy changes.
• Account suspensions.
• Software discontinuation.
• Third-party security incidents.
• Third-party performance.
• Third-party refund policies.

30. INTELLECTUAL PROPERTY — CLIENT MATERIALS

The Client retains ownership of Client-provided materials, subject to any third-party rights.

The Client grants the Company permission to use Client materials as reasonably necessary to perform the Services.

31. INTELLECTUAL PROPERTY — COMPANY MATERIALS

Unless otherwise agreed in writing, the Company retains ownership of its pre-existing materials, systems, templates, processes, methods, know-how, tools, frameworks, reusable components, and proprietary resources.

The Client receives the rights specifically granted in the applicable project agreement.

32. FINAL DELIVERABLES

Ownership or usage rights for final project deliverables will be determined by the applicable project agreement.

Unless otherwise stated, full transfer of applicable rights may be conditioned upon receipt of all amounts owed for the project.

Third-party materials remain subject to their respective licenses.

33. PORTFOLIO RIGHTS

Unless the Client has requested confidentiality in writing or another agreement provides otherwise, the Company may identify the Client as a customer and display completed work in its portfolio, website, presentations, social media, or marketing materials.

The Company will not intentionally disclose confidential information merely for portfolio purposes.

34. CONFIDENTIALITY

Each Party agrees to use reasonable care when handling confidential information received from the other Party.

Confidential information does not include information that:

• Is publicly available.
• Was already lawfully known.
• Becomes publicly available without breach.
• Is independently developed.
• Must be disclosed by law.

A separate Non-Disclosure Agreement may be used where additional confidentiality protections are required.

35. PRIVACY AND PERSONAL INFORMATION

Each Party agrees to handle personal information in accordance with applicable law.

The Client is responsible for ensuring that information provided to the Company may lawfully be used for the requested Services.

Additional privacy terms may be provided in the Company’s Privacy Policy.

36. SECURITY AND CREDENTIALS

The Client is responsible for maintaining appropriate security over its accounts.

The Client should not provide unnecessary credentials or sensitive information.

Where credentials are required for project work, the Client authorizes the Company to use them only as reasonably necessary to perform the Services.

37. BACKUPS

Unless expressly included in the applicable Service, the Company is not responsible for maintaining continuous backups of Client systems.

Clients should maintain appropriate backups of important information.

If backup Services are purchased, the applicable backup scope and retention terms will be specified separately.

38. WARRANTIES

The Company will perform professional Services with reasonable care and skill consistent with the agreed scope.

Except where expressly stated in writing, no additional warranties are provided to the maximum extent permitted by law.

39. NO GUARANTEE OF RESULTS

The Client understands that professional Services do not guarantee a particular commercial result.

No statement made by the Company should be interpreted as a guarantee of:

• Revenue.
• Profit.
• Sales.
• Leads.
• Customers.
• Search rankings.
• Advertising performance.
• Social media growth.
• Investment returns.
• Business success.

40. REFUNDS AND CANCELLATIONS

Refunds and cancellations are governed by the Company’s Refund, Cancellation & Returns Policy and the applicable project agreement.

Payments for completed work, delivered Services, approved milestones, customized work, and non-refundable third-party expenses may not be refundable except where required by applicable law or expressly agreed otherwise.

41. TERMINATION BY CLIENT

The Client may request termination of a project according to the applicable project terms.

The Client remains responsible for:

• Work already completed.
• Approved milestones.
• Services already provided.
• Third-party costs.
• Non-refundable expenses.
• Other amounts properly owed under the applicable agreement.

42. TERMINATION BY COMPANY

The Company may suspend or terminate Services when reasonably necessary, including where:

• Payments are overdue.
• The Client materially breaches this Agreement.
• The Client engages in abusive or unlawful conduct.
• Required cooperation is not provided.
• Continued performance creates legal or security concerns.

Where appropriate, the Company will provide reasonable notice.

43. EFFECT OF TERMINATION

Upon termination:

• Work may stop.
• Outstanding amounts may become due.
• Access to certain Services may end.
• Deliverables may be withheld until applicable balances are paid.
• Third-party Services may remain the Client’s responsibility.

Termination does not eliminate obligations that accrued before termination.

44. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, the Company will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from the Services.

This may include:

• Lost profits.
• Lost revenue.
• Lost business opportunities.
• Loss of data.
• Business interruption.
• Loss of goodwill.

Nothing in this Agreement excludes liability that cannot legally be excluded.

45. LIABILITY CAP

To the maximum extent permitted by applicable law, the Company’s aggregate liability arising from a specific project will not exceed the amount actually paid by the Client to the Company for that project during the applicable period, except where such limitation is prohibited by law.

This limitation does not apply to liabilities that cannot legally be limited.

46. INDEMNIFICATION

To the extent permitted by law, the Client agrees to defend, indemnify, and hold harmless the Company and its owners, employees, contractors, affiliates, and representatives from claims arising from:

• Client-provided content.
• Client’s violation of applicable law.
• Client’s infringement of third-party rights.
• Client’s misuse of the Services.
• Client’s breach of this Agreement.

This provision does not apply where prohibited by applicable law.

47. FORCE MAJEURE

Neither Party will be responsible for delays or failures caused by circumstances beyond reasonable control.

Examples include:

• Natural disasters.
• Government actions.
• Internet outages.
• Hosting failures.
• Cybersecurity incidents.
• Third-party platform failures.
• Power outages.
• Labor disruptions.
• War.
• Civil emergencies.
• Other extraordinary circumstances.

48. INDEPENDENT CONTRACTOR

The Company is an independent contractor and is not an employee, partner, joint venturer, agent, or fiduciary of the Client unless expressly agreed otherwise in writing.

49. NO PARTNERSHIP

Nothing in this Agreement creates a partnership, joint venture, franchise, employment relationship, or agency relationship between the Parties.

50. ASSIGNMENT

Neither Party may assign this Agreement in a manner that materially changes the obligations of the other Party without appropriate consent, except where assignment is permitted by applicable law or in connection with a merger, acquisition, restructuring, or sale of substantially all relevant assets.

51. ELECTRONIC COMMUNICATIONS

The Parties may communicate electronically regarding projects.

Electronic communications may be used to document:

• Approvals.
• Change requests.
• Instructions.
• Deliverables.
• Payment matters.
• Project decisions.

52. ELECTRONIC SIGNATURES

Electronic signatures, electronic approvals, and electronically accepted agreements may have the same effect as handwritten signatures to the extent permitted by applicable law.

53. DISPUTE RESOLUTION

The Parties agree to first attempt in good faith to resolve disputes through direct communication.

Where appropriate, the Parties may consider mediation or another mutually acceptable dispute-resolution process before pursuing formal litigation.

Nothing in this section eliminates rights that cannot legally be waived.

54. GOVERNING LAW

The governing law and venue for a specific project may be identified in the applicable project agreement.

If no specific provision applies, the Parties will rely on applicable law.

Any governing-law provision must be interpreted consistently with mandatory consumer protection and other applicable legal requirements.

55. SEVERABILITY

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain effective to the extent permitted by law.

56. NO WAIVER

Failure to enforce a provision of this Agreement does not constitute a waiver of the right to enforce that provision later.

57. ENTIRE AGREEMENT

This Agreement and applicable project documents constitute the agreement between the Parties regarding the applicable Services.

Any amendment should be made in writing and accepted by the Parties where required.

58. NOTICES

Official project notices may be delivered through:

• Email.
• Written communication.
• Electronic project management systems.
• Other communication methods agreed by the Parties.

The Parties should maintain current contact information.

59. CLIENT REPRESENTATION

The Client represents that:

• The Client has authority to enter into this Agreement.
• Information provided to the Company is accurate to the best of the Client’s knowledge.
• The Client has the necessary rights to materials provided.
• The Client will comply with applicable laws.
• The Client will cooperate reasonably with the Company.

60. PROFESSIONAL CONDUCT

Both Parties agree to communicate professionally and in good faith.

The Company may suspend Services where Client conduct creates a legitimate safety, security, legal, or operational concern.

61. THIRD-PARTY CLAIMS

The Company is not responsible for claims arising from third-party products, Services, platforms, content, or materials selected or controlled by the Client.

The Client remains responsible for decisions concerning its own business operations and third-party relationships.

62. CLIENT’S LEGAL AND REGULATORY RESPONSIBILITIES

The Client is responsible for ensuring that its business, products, Services, advertising, content, claims, pricing, privacy practices, and operations comply with applicable laws and regulations.

The Company may provide technical, marketing, design, or educational assistance but does not assume the Client’s legal or regulatory responsibilities.

63. SERVICE AVAILABILITY

The Company may modify, replace, suspend, or discontinue particular Services when reasonably necessary.

Where a paid recurring Service is materially discontinued, applicable contractual obligations and refund provisions will be considered.

64. THIRD-PARTY LICENSES

Third-party software, fonts, images, plugins, APIs, music, templates, and other licensed materials remain subject to their respective license terms.

The Client is responsible for recurring licenses after the project when such licenses are registered to or required by the Client.

65. CLIENT ACCESS AFTER COMPLETION

After final payment and completion of applicable project requirements, the Client may receive access to final deliverables according to the applicable project terms.

Certain administrative credentials or third-party accounts may remain controlled by the applicable provider.

66. POST-LAUNCH SUPPORT

Unless expressly included, post-launch support is not unlimited or indefinite.

Additional support may be available under a separate maintenance or support plan.

67. ACCEPTANCE OF FINAL PROJECT

A project may be considered substantially accepted when:

• The agreed deliverables have been provided.
• The Client approves the project.
• The Client launches or begins using the deliverables.
• The Client does not identify material scope-related issues within a reasonable review period.

Acceptance does not eliminate rights that cannot legally be waived.

68. CLIENT REQUEST TO REOPEN COMPLETED WORK

Requests to substantially modify a completed and accepted project may be treated as a new project or additional Services.

Additional fees may apply.

69. SURVIVAL

Provisions concerning:

• Payment obligations.
• Intellectual property.
• Confidentiality.
• Limitation of liability.
• Indemnification.
• Dispute resolution.
• Applicable legal obligations.

may survive termination to the extent appropriate.

70. ACKNOWLEDGMENT

By signing, electronically accepting, approving, or otherwise authorizing the applicable Services, the Client acknowledges that:

1. The Client has reviewed this Agreement.
2. The Client understands the applicable project terms.
3. The Client has had an opportunity to ask questions.
4. The Client agrees to provide necessary cooperation.
5. The Client understands the payment obligations.
6. The Client understands that business results are not guaranteed.
7. The Client agrees to the applicable refund and cancellation terms.
8. The Client agrees to the applicable Terms & Conditions and related policies.

71. SIGNATURES

UN NEGOCIO LOCAL™

Authorized Representative: [NAME]

Title: [TITLE]

Signature: ______________________________

Date: ______________________________

CLIENT

Legal Name: [CLIENT LEGAL NAME]

Business Name: [BUSINESS NAME]

Authorized Representative: [NAME]

Title: [TITLE]

Signature: ______________________________

Date: ______________________________

PROJECT INFORMATION

Project Name: [PROJECT NAME]

Service Type: [SERVICE TYPE]

Project Start Date: [DATE]

Estimated Completion Date: [DATE]

Total Project Fee: $[AMOUNT]

Initial Payment: $[AMOUNT]

Remaining Balance: $[AMOUNT]

Payment Schedule: [PAYMENT TERMS]

Included Revisions: [NUMBER / DETAILS]

Additional Revision Rate: $[AMOUNT]

Additional Work Rate: $[HOURLY OR PROJECT RATE]

Hosting: [INCLUDED / NOT INCLUDED]

Domain: [INCLUDED / NOT INCLUDED]

Maintenance: [INCLUDED / NOT INCLUDED]

Advertising Budget: $[AMOUNT / NOT INCLUDED]

Special Conditions: [INSERT]

SCOPE OF WORK

Project Objective:

[INSERT PROJECT OBJECTIVE]

Deliverables:

1. [DELIVERABLE]
2. [DELIVERABLE]
3. [DELIVERABLE]
4. [DELIVERABLE]
5. [DELIVERABLE]

Client Responsibilities:

1. [RESPONSIBILITY]
2. [RESPONSIBILITY]
3. [RESPONSIBILITY]

Timeline:

[INSERT PROJECT TIMELINE]

Additional Terms:

[INSERT PROJECT-SPECIFIC TERMS]

FINAL ACKNOWLEDGMENT

The Parties acknowledge that this Agreement establishes the general terms for the applicable Services and that the project-specific information above forms part of the applicable engagement.

Where required, the Parties should obtain independent legal advice before signing.

UN NEGOCIO LOCAL™

Master Service Agreement

Last Updated: August 31, 2026