Terms & Conditions

These Tradegrove Sites Terms and Conditions govern website design, development, and selected hosting services provided by Tradegrove Sites, operated by Hunter Morgan, email dev@tradegrovesites.com ("Tradegrove" or "Provider"), to the client identified in the signed Client Agreement and Order Form ("Client"). Tradegrove and Client are the "Parties."

The signed Client Agreement and Order Form ("Order Form"), these Terms in the fixed version identified in that Order Form, and any expressly incorporated project attachments and mutually agreed written changes together form the "Agreement." These are client service terms; posting them online does not itself establish a paid project agreement with a website visitor.

The Order Form records the effective date, Client identity and contact email, package, maximum pages, included pages and sections, functions and integrations, custom domain, approved design direction, one-time project price, $100 credited deposit, other credited payments, remaining balance, additional-work rate, target dates, and selected hosting arrangement. Any item not expressly included in the Order Form's project scope is outside the original scope, subject to the reasonable flexibility in Section 5.

The Order Form must also identify any approved separate costs, portfolio opt-out, and project-specific exceptions. For Managed Hosting, it must record the subscription start, account and project administration, invoice recipient and payer, commercial-eligible plan, agreed configuration and resource limits, known cost estimates and usage exposure, actual availability-check method and frequency, confirmed support objectives, and actual backup practice. For Client-Hosted Website, it must record the selected provider and known plan, cost, and usage information. Unknown estimates must be identified as unknown rather than represented as confirmed prices.

The standard Managed Hosting arrangement uses a Tradegrove-controlled Vercel account or project, with Tradegrove receiving and paying Vercel invoices. Ordinary Vercel costs for the agreed configuration are included in the $10 monthly subscription. Client does not need a separate Vercel account. A different ownership or payment arrangement requires written agreement and does not itself authorize a separate Client charge. Sections 6.3 and 8.2 govern advance written approval of exceptions.

The actual backup practice must be disclosed accurately in the Order Form. If no backup option is completed, the Agreement includes no scheduled-backup commitment. No automated backup, backup frequency, recovery point objective, recovery time objective, or guaranteed restoration is promised unless specifically completed and agreed in writing.

Business days mean Monday through Friday, excluding United States federal holidays, using North Carolina local time. Elapsed hours run continuously, including nights, weekends, and holidays.

Tradegrove will provide the exact version identified in the Order Form before signature, and both Parties should retain that copy with the signed Order Form. Later website edits or publication of a new Terms version do not change the version governing an existing Agreement. Changes require the Parties' written agreement under Section 24.3.

Project-specific details in the Order Form supplement these Terms. A departure from a shared provision applies only if it identifies the affected Terms section and the Parties expressly agree to the departure in writing. Invoices and receipts reflect the agreed amounts and payment schedule; they do not amend the Agreement or authorize new fees.

Tradegrove will provide one initial homepage mockup or design direction at no charge and without requiring payment.

The free mockup is intended to demonstrate the proposed visual direction. It does not include a completed website, production-ready source code, unlimited revisions, or permission to use or reproduce the design.

Tradegrove retains ownership of the free mockup unless Client accepts the project, signs this Agreement, and pays the $100 pre-development deposit.

If Client does not proceed, Tradegrove may retain, revise, reuse, or discard the mockup.

Client may not reproduce, publish, provide to another developer, or commercially use the mockup without Tradegrove’s written permission.

Tradegrove’s target is to prepare the functioning website for Client review in less than seven calendar days after all of the following have occurred:

1. This Agreement has been signed.
2. The $100 pre-development deposit has cleared.
3. Client has approved the design direction.
4. Client has supplied all required text, images, logos, account access, and business information.
5. Client has provided timely feedback and approvals.

This development timeline is a target, not a guarantee. The final public launch follows the review, acceptance, and final-payment process below. The target does not shorten Client’s review period or require final payment before acceptance.

Delays caused by Client, requested revisions, missing materials, third-party providers, technical complications, domain verification, or events outside Tradegrove’s reasonable control will extend the schedule.

Tradegrove will make reasonable efforts to communicate material delays and provide updated delivery expectations.

3.1 Working Website Review and Acceptance

When the website is ready for testing, Tradegrove will provide a functioning staging website or equivalent accessible preview, necessary testing access, and written notice that the working website is ready for review. A static mockup alone is not a working-site preview. Where an integration must use a test environment, Tradegrove will explain the test procedure and any production-only verification that remains necessary.

Client will receive at least five business days, beginning on the next business day after both the review notice and usable testing access are received, to review and test the working website. Client may approve it earlier voluntarily, but Tradegrove will not require an earlier decision. Tradegrove will extend the review period reasonably if a preview failure, missing access, or unresolved material defect prevents meaningful testing.

Client will test against the agreed Order Form's project scope, specified pages and sections, included functions, approved design direction, and any agreed written changes. A material defect is a reproducible failure attributable to Tradegrove’s work that substantially prevents an agreed page or core function from operating as specified or otherwise materially fails to meet the agreed specifications. Minor visual variations and requests for new functionality are not automatically material defects, but remain subject to the revision provisions where applicable.

Client will identify material defects in writing, describing the affected page or function, expected and actual behavior, and reproduction details reasonably available. Tradegrove will investigate and correct material defects attributable to its work without an additional development fee before requesting final acceptance. After correction, Tradegrove will provide an updated working preview and at least five business days for review of the corrections and affected functionality, unless Client voluntarily approves earlier.

Once the working website substantially conforms to the agreed specifications, Client will provide written approval by email or another written method agreed by the Parties. Minor outstanding items may be recorded with an agreed correction plan; they do not waive covered revisions or the warranty in Section 16. Approval of a mockup or design direction alone is not final acceptance of the working website.

If the Parties disagree about whether a defect is material, they will compare the reported behavior with the written scope, share reasonable test information, and discuss a correction or clarification in good faith. Tradegrove will provide a written explanation of its assessment and proposed next step. Unresolved disputes follow Section 24.1; neither Party may unilaterally convert disputed functionality into accepted work or charge for a jointly engaged reviewer without advance written agreement.

If Client does not respond, Tradegrove will send a written reminder identifying the outstanding review and allow at least five additional business days to respond. Silence alone is not unconditional acceptance and does not authorize the final development invoice. Continued nonresponse may result in a pause or termination only under Section 20, with its notice and earned-payment protections.

3.2 Final Invoice and Launch

Only after Client’s written approval of the working website under Section 3.1 will Tradegrove issue the final development invoice under Section 6.1. The remaining balance must be paid before final public launch or transfer. Any agreed production-only checks will be completed as part of launch, and defects remain subject to Section 16. Ownership and portable delivery after full payment are governed by Sections 11 and 12.

Client agrees to:

• Provide accurate business information and complete project materials promptly.
• Confirm that Client owns or has permission to use all submitted logos, photographs, videos, written content, trademarks, and other materials.
• Review work and provide feedback promptly so Tradegrove can maintain the projected schedule, subject to the minimum review periods and acceptance protections in Section 3.
• Provide consolidated feedback when reasonably possible.
• Maintain ownership and control of the business’s domain name.
• Maintain active accounts for any connected services, including Google, Stripe, booking platforms, email providers, or other integrations.
• Comply with laws applicable to Client’s business, website, advertising, products, services, accessibility, and handling of customer information.
• Keep passwords, payment information, and account-recovery methods secure.
• Pay approved project and subscription charges according to this Agreement.

Tradegrove is not responsible for delays caused by incomplete materials, inaccurate information, or delayed feedback and approvals.

The initial website project includes unlimited reasonable revisions.

Tradegrove will continue refining the website until Client approves the completed design and will follow the working-site review and acceptance procedure in Section 3 before final invoicing.

Tradegrove may also complete reasonable requests outside the original scope without automatically charging an additional fee. This flexibility may include minor additions, content adjustments, layout changes, or other work that Tradegrove determines can reasonably be included.

Unlimited reasonable revisions do not require Tradegrove to provide:

• Unlimited new pages
• Entirely new websites
• Repeated replacement of previously approved design directions
• Complex new features
• Major new applications
• Indefinite work unrelated to the original project
• Custom software unrelated to the original website

If requested changes become excessive, repeatedly reverse previously approved work, materially expand the website, or require substantial additional time or functionality, Tradegrove may classify the request as additional work.

Tradegrove will notify Client before any additional fee applies.

No additional work will be billed without Client’s approval of the price or hourly rate.

Client may decline the additional work without affecting the original project.

Approved additional work will be billed at the hourly rate recorded in the Order Form or at a separately agreed fixed price. No additional work is authorized merely by completing a rate field.

The ongoing revision benefits available after launch depend on the hosting option selected under Section 8.

6.1 One Time Website Project Fee and Pre Development Deposit

The total one-time website design and development price is the amount recorded in the Order Form.

Payment will be made as follows:

• $100 pre-development deposit: After Client accepts the free homepage mockup and signs this Agreement, Client will pay a $100 deposit before full website development begins.
• Remaining development balance: Tradegrove will issue the final development invoice only after Client provides written approval of the working website under Section 3.1. The balance is the agreed project price minus the $100 deposit and any other payments already credited toward that price. It is payable before final public launch or transfer of the completed website. Separately approved additional work must be identified distinctly and is not an unapproved increase to the agreed project price.

For clarity, the $100 deposit is part of the agreed project price, not a separate additional charge. No additional upfront project payment is required. The deposit does not change the total agreed website development price.

Invoices for project fees are due within seven calendar days unless otherwise agreed in writing. The final invoice’s payment period begins only after written acceptance and issuance of that invoice; no invoice or launch target shortens Client’s review rights under Section 3.

Payments already earned for completed work are nonrefundable, subject to applicable law and the termination provisions of this Agreement. Any portion paid for work not earned or properly owed will be addressed under Section 20.

Tradegrove may pause work when an invoice is overdue.

Project timelines will be extended by the duration of any payment delay.

6.2 Hosting and Subscription Fees

Client may choose between the following hosting arrangements.

Option 1 Client Hosted Website

Client independently selects and pays for a compatible hosting provider.

Commercial website hosting commonly involves a separate platform fee. The chosen provider, plan, estimated charges, billing period, estimate date, and usage exposure will be disclosed in the Order Form when known. Estimates are not guaranteed prices; actual charges depend on the selected plan, usage, and provider terms.

Tradegrove does not charge Client a monthly Managed Hosting subscription fee under this option.

Ongoing unlimited reasonable revisions, monitoring, maintenance, and 24/7 support-request availability from Tradegrove are not included unless separately agreed upon. Initial handoff assistance and the Section 16 warranty remain included.

Option 2 Tradegrove Managed Hosting Through Vercel

Client pays Tradegrove $10.00 per month for the combined Managed Hosting subscription through Vercel. The fee helps cover the ordinary Vercel hosting costs for the agreed configuration and the maintenance, unlimited reasonable revisions, and support services described in Section 9.

Under the standard arrangement, Tradegrove receives and pays the Vercel invoice. Client is not automatically required to pay or reimburse an additional Vercel fee. The actual account owner, invoice recipient, invoice payer, selected plan, estimated charges, and any expressly approved billing exception must be completed in the Order Form. A separate Client charge is permitted only under a specific advance written approval under Sections 6.3 and 8.2. Estimates are informational rather than guaranteed prices and do not themselves authorize billing Client.

The monthly subscription is separate from the one-time website development price.

The subscription begins on the date specified in the Order Form and automatically renews each month until canceled.

The subscription will be billed monthly in advance using the payment method authorized by Client, unless an invoice-based billing arrangement is separately agreed.

Tradegrove may use Stripe or another authorized payment-processing service to collect payments, issue invoices, and manage recurring subscriptions.

Client will receive applicable payment receipts or invoices.

The Price Lock Guarantee in Section 10 applies to this subscription.

6.3 Third Party Costs

Client is responsible for approved third-party costs not included in the selected hosting arrangement, including:

• Domain registration or renewal
• Premium fonts
• Stock photography or media
• Paid plugins or software
• Booking platforms
• Payment-processing fees
• Email services
• Other third-party subscriptions

Tradegrove will disclose the purpose, provider, estimated or stated price, billing frequency, and applicable usage exposure of a proposed third-party expense before committing Client to it. No new paid plan, upgrade, paid tool, or additional third-party expense may be incurred on Client’s behalf or billed or passed through to Client without Client’s prior written approval. Variable charges require written approval of the applicable calculation and spending exposure or agreed limit, rather than a guarantee that an estimate is fixed.

Tradegrove’s ordinary Vercel platform expenses under the standard Managed Hosting arrangement are covered within the $10 subscription and are not a separate Client obligation. Tradegrove may manage expenses on its own account at its own cost, but may not silently shift them to Client.

Client will not be charged additional Tradegrove fees without prior written approval. Client may decline an additional expense; hosting-capacity issues will then be handled under Section 8.2 without automatically increasing the price-locked subscription.

6.4 Late or Failed Payments

If a payment becomes overdue or fails:

• Tradegrove may notify Client and request an updated payment method.
• Tradegrove may attempt collection through its payment processor.
• Tradegrove may suspend nonessential revisions, support, or maintenance after providing written notice and a reasonable opportunity to correct the payment issue.
• If payment remains outstanding for more than seven calendar days after notice, Tradegrove may suspend Managed Hosting until the balance is paid or terminate the subscription in accordance with applicable law.

Suspension of services does not transfer ownership of Client’s domain or eliminate ownership rights in a fully paid website.

Client will retain legal ownership of Client’s domain name.

Connecting the domain to Vercel or another hosting provider does not transfer ownership of the domain to Tradegrove.

Tradegrove will not sell, transfer, cancel, or intentionally prevent Client from accessing the domain.

Client authorizes Tradegrove to make DNS changes reasonably necessary to connect the domain, configure website traffic, verify services, and enable HTTPS.

Tradegrove will avoid modifying email-related records unless necessary and authorized.

Client acknowledges that DNS changes can require time to propagate and may be affected by domain registrars or other third parties.

Client will provide delegated account access when supported.

Client should not send passwords, payment-card details, or multifactor-authentication codes through unsecured channels.

8.1 Option 1 Client Hosted Website

Client may independently host the completed website with a compatible hosting provider of Client’s choice.

Commercial website hosting generally involves paid services. Pricing depends on the chosen provider, plan, usage, and required functions. Any known estimate will be recorded under Section 6.2; it is not a guaranteed price. Client-Hosted Website does not include Tradegrove’s $10 Managed Hosting subscription.

Client is responsible for:

• Selecting the hosting provider
• Creating and maintaining the hosting account
• Paying hosting fees
• Managing future hosting renewals
• Maintaining valid account payment information
• Complying with the hosting provider’s terms
• Paying additional provider-imposed usage charges

Tradegrove will provide reasonable initial assistance with:

• Website deployment
• Domain connection
• DNS setup
• Basic hosting configuration
• Verification that the completed website operates as agreed

Client Hosted Website Handoff

If Client purchases website design and development without Tradegrove Managed Hosting, Tradegrove’s ongoing hosting, maintenance, monitoring, unlimited reasonable revisions, and included technical support obligations will end after the completed website has been delivered, deployed, or transferred to Client’s selected hosting provider. This does not end Tradegrove’s initial deployment assistance, required handoff duties under Sections 11.7 and 12, or the warranty in Section 16.

The initial post-launch bug-correction warranty in Section 16 remains applicable.

After handoff, Client is responsible for maintaining the hosting account, keeping hosting payments current, managing third-party hosting services, and arranging future maintenance or support.

Any revisions, maintenance, troubleshooting, technical support, redevelopment, or other work requested after handoff may be billed separately at Tradegrove’s then-current rate if Client approves the work in advance.

Tradegrove is not responsible for hosting outages, pricing changes, account restrictions, or service interruptions outside its reasonable control.

8.2 Option 2 Tradegrove Managed Hosting Through Vercel

Tradegrove will host and manage Client’s website through Vercel for $10 per month.

Under the standard arrangement, the website will be deployed and maintained through a Vercel account or project controlled by Tradegrove. Tradegrove receives and pays the Vercel invoice; ordinary platform costs for the agreed configuration are included in the $10 subscription. Client does not need to create or maintain a separate Vercel account. The actual account ownership and billing details must be completed in the Order Form; any different arrangement requires written agreement and express approval of any separate Client charge. A shared Tradegrove account need not be transferred as a whole, but Client’s project, materials, and portable access must be supplied under Sections 11.7 and 12.

Tradegrove will be responsible for:

• Maintaining the website deployment through Vercel
• Managing routine hosting configuration
• Checking website availability using the method and frequency accurately identified in the Order Form; continuous monitoring is included only if expressly confirmed
• Managing normal deployment updates
• Assisting with domain and DNS configuration
• Maintaining the website’s custom code
• Providing the support and reasonable revision services described in Section 9

Vercel is an independent third-party hosting platform.

Tradegrove does not control Vercel’s infrastructure, service availability, pricing, policies, usage limits, or platform changes.

Client continues to own:

• Client’s domain name
• Client-supplied content
• The completed custom website rights transferred under Section 12 after full payment

Tradegrove’s hosting arrangement does not transfer ownership of Client’s domain or completed website to Tradegrove.

Hosting resources remain subject to Vercel’s technical limits and terms. The selected plan must permit the website’s actual commercial use. The Order Form must identify the agreed configuration, relevant resource limits, and any known plan or usage-cost estimates. Provider estimates are not fixed or guaranteed prices; actual invoices depend on plan, usage, and provider terms. Vercel’s independent pricing is not itself price-locked, but a change to Tradegrove’s Vercel bill does not automatically become a separate Client charge or increase Client’s $10 subscription.

If the website approaches or exceeds the agreed plan’s capabilities or limits, Tradegrove will explain the issue, reasonably available alternatives, expected costs, and possible operational effects. The Parties may agree to an upgrade, reduce unnecessary resource usage, change configuration, or arrange compatible replacement hosting. No new paid plan, upgrade, or additional third-party expense may be committed to on Client’s behalf without Client’s prior written approval of the cost or variable-cost exposure. Any approved expense must be separately identified; it does not increase the price-locked Tradegrove subscription.

If Client declines a proposed expense, Tradegrove will reasonably cooperate in finding an alternative. Unavoidable provider restrictions may affect availability, but do not authorize unapproved charges. Cancellation, advance notice where reasonably possible, and portable handoff remain governed by Section 11. Tradegrove may not use an upgrade proposal or provider price increase to terminate solely to replace Client’s price-locked subscription with a higher-priced subscription.

This Section applies only to Clients who select Tradegrove Managed Hosting Through Vercel.

The Managed Hosting plan costs $10 per month and combines ordinary Vercel hosting costs for the agreed configuration with the included managed services. Account and payment responsibilities, estimates, and any separately approved expenses are governed by the Order Form and Sections 6 and 8.2.

9.1 Included Managed Hosting Services

Managed Hosting includes:

• Website hosting through Vercel
• Deployment management
• Website availability checks using the confirmed method and frequency in the Order Form
• Reasonable technical support
• Routine maintenance of Tradegrove’s custom code, including reasonable dependency updates and security patches appropriate to the agreed website
• Correction of reproducible bugs in Tradegrove’s custom code
• Domain and DNS assistance
• Form and primary-link checks
• Unlimited reasonable website revisions
• Reasonable investigation and recovery assistance following deployment failures, including restoration assistance using backups or deployment versions that actually exist and are accessible, subject to Section 9.5

Included maintenance also covers routine deployment and configuration maintenance and correction of reproducible defects in Tradegrove’s custom code. Tradegrove will use reasonable professional care in investigating issues within its control and choosing updates or recovery actions. Major version migrations, new functionality, substantial redevelopment, separate paid services, and remedial work required because of Client or independent third-party modifications or compromised Client-controlled accounts are not automatically included; any separately charged work requires advance written approval. These exclusions apply only to the extent the issue is caused by those circumstances and do not excuse Tradegrove’s own attributable failures.

9.2 Unlimited Reasonable Revisions

Tradegrove Managed Hosting includes unlimited reasonable revisions to Client’s existing website. There is no fixed numeric limit on requests that qualify as reasonable revisions under this Agreement.

Included revisions may include:

• Changing text
• Replacing images
• Updating prices
• Updating business hours
• Changing buttons or links
• Adjusting colors
• Modifying existing layouts
• Adding or removing content on existing pages
• Updating contact information
• Making reasonable design adjustments

“Unlimited reasonable revisions” does not include:

• Unlimited new pages
• Complete website rebuilds
• Major redesigns of the entire website
• Complex new applications or systems
• Major new functionality not included in the original project
• Custom software unrelated to the original website
• Repeated replacement of previously approved work where requested changes materially alter the original project

Tradegrove will notify Client if a request is considered a substantial new project or major expansion.

No additional fee will apply unless Client approves it first.

9.3 Support Requests

Clients using Tradegrove Managed Hosting may submit support requests 24 hours a day, seven days a week to:

dev@tradegrovesites.com

24/7 support means Client may contact Tradegrove at any time. It does not guarantee an immediate response or resolution at every hour, continuous human staffing, or continuous automated monitoring. Availability checks follow the actual method and frequency completed in the Order Form.

A critical outage is an incident substantially preventing the public website from loading or preventing a core business function expressly included in the agreed project scope from operating for its intended purpose. A partial outage may qualify when it disables a material function, such as agreed booking or contact submissions, even though other pages remain available. Minor visual defects, isolated nonmaterial content errors, and routine revision requests are not critical outages.

Requests concerning critical outages receive priority over routine revisions and content updates. For critical requests successfully delivered to the designated support email, Tradegrove’s acknowledgment objective is the confirmed target in the Order Form, measured in elapsed hours. The Parties must confirm a realistic acknowledgment objective in elapsed hours in the Order Form before signing; an uncompleted field is not an established service level.

Acknowledgment means a response confirming receipt and the intended next step. It is distinct from diagnosis, mitigation, and resolution. The confirmed acknowledgment target is a service objective, not a guaranteed service level or resolution deadline. Tradegrove will use reasonable efforts toward that objective and communicate if it cannot meet it. Routine requests will be handled within a reasonable time appropriate to their scope and urgency; no numeric response or completion guarantee is established for them.

An interruption caused solely by Vercel or another external provider is classified as an external-provider outage, rather than a defect in Tradegrove’s custom code. A client-facing interruption that has critical impact still receives priority acknowledgment and reasonable coordination under Section 9.4; Tradegrove does not guarantee the external provider’s response or restoration time.

9.4 Prolonged Outages and External Providers

For a critical-impact outage continuing beyond the initial acknowledgment, Tradegrove will provide an initial status describing what is known, the affected functionality, and the next investigation or mitigation step. While the outage remains unresolved, Tradegrove will use reasonable efforts to provide updates at the elapsed-hour interval confirmed in the Order Form and when material developments occur. The Parties must confirm the status-update interval in elapsed hours in the Order Form before signing; it is an objective, not a guaranteed recovery time. Updates will distinguish confirmed information from estimates and identify any action or access needed from Client.

Tradegrove will reasonably investigate causes within its control and pursue appropriate mitigation, correction, rollback, or recovery using available code, deployment versions, data exports, and accessible backups. Tradegrove will communicate material risks before a proposed recovery step that could destroy Client-owned data and obtain Client’s written approval for new expenses under Section 6.3.

When Vercel, a registrar, payment processor, external API, internet provider, or another third-party system is responsible, Tradegrove will review reasonably available provider information, contact the provider when appropriate and possible, communicate useful updates, and consider reasonable workarounds within the agreed scope. Tradegrove is not responsible for the provider’s infrastructure or delays beyond its control, but will perform its own coordination and communication obligations with reasonable care.

These objectives do not establish an uptime guarantee, automatic refund, service credit, or compensation entitlement. This does not limit an express remedy elsewhere in this Agreement or a right that cannot be waived under applicable law.

9.5 Backups Restoration and Security

The actual backup arrangement must be selected and accurately completed in the Order Form. Tradegrove will identify which website files and Client-owned data are covered, which remain in external services, which backups are actually maintained, and which were not created or are not available. A source repository or deployable version of the code is not automatically a backup of database records, contact submissions, bookings, uploaded media, or external-service data.

If the no-scheduled-backups option is selected, Tradegrove does not automatically maintain periodic backups of website content or data. Reasonable recovery assistance may use existing source copies, available deployment versions, Client exports, or accessible third-party backups. If scheduled backups are selected, only the expressly recorded coverage, frequency, retention, and responsibilities are included. Third-party backup availability depends on the relevant account, plan, and provider terms; it will not be represented as available without confirmation.

No automated backup system, recovery point objective, recovery time objective, complete historical archive, or guaranteed restoration is implied. Restoration depends on what actually exists, its usability, applicable access and licenses, and the cause of the incident. Tradegrove will explain material limitations and reasonably assist with available recovery options. A separately billed paid backup service or substantial reconstruction requires Client’s advance written approval. Available Client-owned backups and data remain subject to the handoff obligations in Section 11.7.

For access and systems within its control, Tradegrove will use reasonable security precautions, limit access to what is needed, protect credentials, and apply appropriate reasonable security patches as part of included maintenance. Client remains responsible for the security of Client-controlled accounts and devices. Delegated access and multifactor authentication should be used where supported and appropriate. Credentials and backup exports containing nonpublic data will be transferred through an appropriate secure method. Security issues will be communicated under Section 17. No service is represented as immune from attack or data loss, and neither Party’s responsibilities excuse its own attributable wrongful conduct or material breach.

Tradegrove Sites provides a Price Lock Guarantee for its Managed Hosting subscription.

The monthly Managed Hosting price agreed to by Client is guaranteed to remain unchanged for as long as Client maintains the subscription continuously and remains in good standing.

For Clients enrolling at $10 per month, their monthly Managed Hosting subscription price will remain $10 per month, even if Tradegrove increases its advertised prices for future customers.

Tradegrove will not increase Client’s agreed monthly Managed Hosting fee while the subscription remains continuously active.

Tradegrove will not terminate a subscription solely for the purpose of replacing Client’s price-locked subscription with a higher-priced subscription.

If Client cancels Managed Hosting and later chooses to restart the service, the new subscription will be subject to Tradegrove’s then-current pricing.

The Price Lock Guarantee applies to Tradegrove’s combined monthly Managed Hosting subscription fee, including the ordinary Vercel hosting costs within the agreed configuration. Vercel’s independent published rates and invoices are not frozen by this Agreement; under the standard arrangement Tradegrove pays those invoices, and changes to them do not automatically increase Client’s subscription or create a pass-through charge.

It does not apply to separately approved third-party costs, domain registration or renewal fees, paid software, premium services, additional project work, or expenses outside the included Managed Hosting services.

No additional Tradegrove charge or separately allocated third-party expense will be imposed without Client’s prior written approval. Any proposed hosting upgrade or special expense will follow Sections 6.3 and 8.2; no unapproved increase may be relabeled as a platform fee to avoid the price lock.

The Price Lock Guarantee does not require either Party to maintain a canceled subscription.

11.1 Month to Month Subscription

Tradegrove Managed Hosting operates on a month-to-month basis.

The subscription automatically renews each month at Client’s agreed, price-locked monthly rate until canceled.

There is no fixed-term commitment beyond the current billing period.

11.2 Cancellation by Either Party

Either Client or Tradegrove may cancel Managed Hosting at any time.

No cancellation fee applies.

Cancellation will take effect at the end of the current paid billing period, unless the Parties agree otherwise.

No additional monthly subscription charges will be made after cancellation takes effect.

Payments already made for the current billing period are nonrefundable, except where a refund is required by law or agreed upon by the Parties.

Managed Hosting services will remain available through the end of the current paid billing period unless the Parties agree otherwise or earlier suspension is permitted under this Agreement for nonpayment, misuse, security concerns, or unlawful activity.

11.3 How Client Can Cancel

Client may cancel by sending a written cancellation request to:

dev@tradegrovesites.com

Client may also cancel through an available Stripe customer billing portal if Tradegrove has enabled that functionality.

Cancellation requests may be submitted at any time.

Requests successfully received before the next subscription renewal charge will prevent that next renewal.

Tradegrove will confirm cancellation and the effective service-end date in writing.

11.4 Cancellation by Tradegrove

Tradegrove may cancel Managed Hosting by providing written notice to Client’s email address listed in the Order Form.

Ordinary cancellation will take effect at the end of the current paid billing period.

Tradegrove will make reasonable efforts to notify Client promptly so Client has an opportunity to arrange replacement hosting.

Tradegrove will not cancel an existing subscription solely to avoid honoring the Price Lock Guarantee.

Where urgent suspension is required due to unlawful use, a material security risk, or a hosting provider’s requirements, Tradegrove may suspend affected services sooner and will provide notice when reasonably possible.

11.5 Switching Hosting Providers

Client may cancel Tradegrove Managed Hosting or move the website to another compatible hosting provider at any time, subject to the applicable cancellation and handoff requirements.

After cancellation or transfer:

• Tradegrove will stop hosting the website through its Vercel account or project when the Managed Hosting service ends.
• Client will remain the owner of Client’s domain name.
• Client will retain all ownership rights in the completed website that have transferred under this Agreement.
• Tradegrove will provide the complete portable handoff required by Section 11.7 after all amounts properly due for the completed project have been paid; a canceled subscription does not eliminate ownership or handoff rights.
• Tradegrove will provide reasonable basic assistance transferring the website to Client’s new hosting provider.
• Client will be responsible for creating, maintaining, and paying for replacement hosting.
• Unlimited reasonable revisions, included technical support, monitoring, maintenance, and other Managed Hosting benefits will end when the subscription ends.
• Future revisions, maintenance, troubleshooting, or technical support outside the included handoff and reasonable basic migration assistance may be separately quoted and billed only if Client approves the work and cost in writing in advance.

Client is responsible for establishing replacement hosting before Tradegrove’s hosting service ends if Client wishes to avoid website downtime. Tradegrove will reasonably cooperate and supply available handoff materials promptly; the Section 11.7 deadline does not excuse avoidable delay during a known transition. The Parties may agree in writing to a service-end adjustment if needed, without an automatic new fee or minimum term.

Tradegrove will not intentionally withhold Client’s domain or fully paid custom website because Client chooses to cancel or switch hosting providers.

Client may move the website to:

• Client’s own Vercel account
• Another compatible commercial hosting provider
• Another hosting arrangement selected by Client

Tradegrove will provide reasonable basic transfer assistance.

More extensive migration, redevelopment, special configuration, or rebuilding required by an incompatible hosting provider, beyond the basic assistance defined in Section 11.7, may be billed at the additional-work hourly rate recorded in the Order Form or a separately approved fixed price only if Client approves the work and charge in writing beforehand.

11.6 Rejoining Managed Hosting

If Client cancels and later returns to Tradegrove Managed Hosting, the new subscription will be subject to Tradegrove’s then-current pricing.

The previous Price Lock Guarantee does not automatically carry over to a new subscription.

11.7 Complete Website Handoff and Portability

This subsection applies to both hosting options and survives the end of Managed Hosting or a completed development project. After Client has paid all amounts properly due for the completed project, Tradegrove will provide the materials and access reasonably necessary for Client to own, maintain, modify, and migrate the completed website. Ownership transferred under Section 12 does not depend on continuing a subscription or paying for future services.

Tradegrove will provide the following:

• Complete custom source code created for the project, supplied through a transferable repository or a complete downloadable copy, including custom build and configuration files reasonably necessary to use the delivered website.
• Deployment instructions identifying the relevant build process, runtime and dependency requirements, and configuration needed to deploy through another compatible provider, with known provider-specific requirements explained.
• A third-party inventory of dependencies, libraries, services, platforms, licenses, paid tools, and recurring operating costs required for the website, to the extent known to Tradegrove. The inventory will identify relevant transfer restrictions and who controls or pays for the resource where known; estimates will be identified as estimates.
• Transfer or provision of relevant administrative access, website project settings, and Client-owned accounts or resources, subject to provider transfer procedures and protection of unrelated clients and shared systems. Where full account transfer is not permitted or appropriate, Tradegrove will export the permitted project materials and reasonably cooperate in establishing replacement accounts and settings.
• Environment and integration documentation identifying required environment-variable names and purposes, APIs, integration settings, and configuration requirements. Passwords, private API keys, tokens, or other secrets will not be included in unsecured documents or source copies. Transferable credentials will be provided through an appropriate secure method; nontransferable credentials will be replaced or recreated with reasonable cooperation.
• Client-owned website content and data in reasonably usable and portable formats, together with available backups. Tradegrove will distinguish backups actually maintained from inaccessible, unavailable, or never-created backups and identify known omissions. Content and data owned by Client will not be withheld merely because Client ends hosting or uses another developer.
• Identification of embedded Tradegrove background components and applicable third-party licenses under Section 12, sufficient for Client and an independent developer to understand permitted use and known restrictions.

Reasonable basic migration assistance is included without a separate Tradegrove fee. It includes providing the handoff package, explaining deployment requirements, reasonably answering the receiving developer’s configuration questions, cooperating with a permitted project or repository transfer, assisting with the existing domain and necessary DNS changes, and helping configure and verify the existing website on a compatible destination. It does not include redesign, new functionality, substantial redevelopment, conversion to an incompatible platform, or purchase of a new third-party service. Work beyond this basic assistance may be charged only after Client approves its scope and cost in writing. Client pays replacement hosting and other expenses it expressly approves.

For a valid Client request, termination of a completed project, or hosting transition, the handoff materials will be supplied within 10 business days after the later of the triggering event and payment of amounts properly due for the completed project. Tradegrove will not unnecessarily delay the handoff until that deadline. If a provider-controlled transfer step cannot reasonably be completed within that period, Tradegrove will provide the accessible materials within the deadline, explain the outstanding step and expected timing, and continue reasonable cooperation. Such a delay does not permit withholding other deliverables.

Client may hire another developer to maintain, modify, host, or extend the completed website without Tradegrove’s permission, subject to the applicable licenses and the expressly retained rights in Section 12. Tradegrove need not transfer unrelated shared accounts, pre-existing internal systems, or tools that are not part of Client’s paid deliverables, but may not rely on those exclusions to withhold the fully paid custom website or make its embedded components unusable within the license granted in Section 12.

No promise is made that every third-party service, account, license, or platform is transferable. Tradegrove will disclose known restrictions and reasonably cooperate in transferring what is permitted and setting up replacements where needed. Handoff duties survive termination; continuing maintenance and revision benefits end as provided in Sections 8 and 11. The treatment of unfinished development projects remains governed by Section 20.

Until all project invoices are paid, Tradegrove retains ownership of its original design and custom code.

Upon full payment, Tradegrove assigns to Client all transferable rights in the final custom website design, custom written content created specifically for Client, and custom source code created specifically for the project.

This assignment does not include:

• Tradegrove’s pre-existing tools, methods, templates, utilities, reusable code, design systems, or general knowledge
• Open-source software
• Third-party libraries, fonts, photographs, videos, plugins, platforms, or licensed materials
• Third-party trademarks, reviews, or Client-provided content

Tradegrove grants Client a perpetual, nonexclusive license, without a separate license fee, to use, copy, maintain, modify, and migrate any embedded Tradegrove background components as part of the completed website and to authorize independent developers to do so for Client. This license does not transfer ownership of Tradegrove’s pre-existing tools or permit commercial distribution of those tools separately from the website. Applicable third-party and open-source license terms remain controlling for those materials. The retained-rights exclusions may not be used to withhold paid custom deliverables or prevent their reasonable maintenance or migration.

Client retains ownership of materials Client supplied.

Ownership of a completed, fully paid website does not depend on maintaining an active Managed Hosting subscription.

Tradegrove will identify embedded background components and known third-party license restrictions in the handoff inventory under Section 11.7. Complete paid custom code, portable Client content and data, deployment documentation, and necessary permitted access will be provided under that subsection for either hosting option. Client may engage another developer without Tradegrove’s permission. Client-owned materials and data are not transferred to Tradegrove merely by being supplied or stored during the project.

Unless Client opts out in writing before launch, Tradegrove may display the completed public website, Client’s business name, and nonconfidential project images in Tradegrove’s portfolio, website, proposals, and social media.

Tradegrove will not disclose confidential information, private analytics, customer information, payment data, passwords, or unpublished business materials.

Client may opt out in the Order Form or otherwise notify Tradegrove in writing before launch.

If included in the project, Tradegrove may connect the website to services such as Google Business Profile, Google Reviews, Stripe, Square, Calendly, Acuity, Booksy, or other platforms.

Client must own or be authorized to use each connected business account.

Tradegrove does not receive ownership of money collected through Client’s payment account and is not responsible for:

• Payment disputes, refunds, chargebacks, taxes, fraud, or prohibited transactions involving Client’s customers
• Appointment availability, cancellations, or customer disputes
• Review content, ratings, or changes to Google’s services
• Changes, outages, account suspensions, or fees imposed by third-party platforms

Client is responsible for configuring its prices, policies, availability, taxes, refunds, and legally required customer disclosures.

This provision does not eliminate Tradegrove’s responsibility for its own payment-processing obligations to Client.

Client is responsible for the accuracy, legality, and completeness of the website’s claims, services, prices, policies, licenses, warranties, and business information.

Unless separately included, Tradegrove does not provide legal advice or guarantee compliance with:

• Accessibility requirements
• Privacy and cookie laws
• Industry-specific regulations
• Advertising requirements
• Tax requirements
• Email or text-marketing laws
• Healthcare, financial, employment, or consumer-protection rules

Tradegrove may assist with standard website notices, but Client should have appropriate legal language reviewed by qualified counsel.

Nothing in this Section removes Tradegrove’s obligation to perform the agreed development services with reasonable professional care.

Tradegrove warrants that the completed website will substantially match the approved scope at launch. Client’s acceptance of the working website under Section 3 does not waive the correction of covered defects under this Section.

Tradegrove will correct reproducible bugs in its custom code reported within 30 days after launch without an additional development fee.

This initial 30-day warranty applies to both hosting options.

Clients with active Tradegrove Managed Hosting will continue to receive covered bug fixes while the subscription remains active, together with the included maintenance and recovery assistance described in Section 9.

This warranty does not cover:

• New features or design changes
• Client or third-party modifications
• Unsupported browsers or devices
• Third-party outages or platform changes
• Malware, compromised Client accounts, or unauthorized access outside Tradegrove’s control
• Incorrect information supplied by Client

These exclusions apply only to the extent the issue results from the listed circumstance; they do not excuse Tradegrove’s own attributable defective work or material breach.

Except as expressly stated, the services are provided without additional warranties, including guarantees concerning search rankings, traffic, sales, revenue, customer inquiries, review ratings, or uninterrupted third-party services.

Each Party will use reasonable care to protect confidential nonpublic information received from the other Party.

Tradegrove may use trusted contractors and service providers when reasonably necessary to complete the project, provided they are subject to appropriate confidentiality obligations.

Client should provide delegated account access whenever possible.

Tradegrove will not request that Client send passwords, security codes, full payment-card details, or other highly sensitive credentials through unsecured channels.

Each Party will make reasonable efforts to notify the other if it becomes aware of a security issue materially affecting the other Party’s information or website.

Each Party will restrict access to nonpublic information and credentials to authorized persons who reasonably need it for the agreed services. Tradegrove will use appropriate secure methods for permitted credential transfers, administrative access, backup exports, and Client data handoff, and will reasonably cooperate in removing or replacing its access when the services end. Notification and reasonable cooperation following a known security issue do not imply a guaranteed detection system, monitoring method, or restoration outcome. Each Party remains responsible for obligations imposed by applicable law.

To the fullest extent permitted by applicable law, neither Party will be liable to the other for indirect, incidental, special, punitive, or consequential damages, including lost profits, lost data, missed bookings, lost sales, or reputational harm.

Tradegrove’s total liability arising from this Agreement will not exceed the amount Client paid to Tradegrove under this Agreement during the six months preceding the event giving rise to the claim.

Nothing in this Section limits liability that cannot legally be limited.

19.1 Client Covered Third Party Claims

Client will defend and indemnify Tradegrove against third-party claims and resulting liabilities, damages, and reasonable defense costs, but only to the extent they arise from:

• Materials, products, or claims supplied by Client, or Client’s business operations.
• Client’s infringement of a third party’s rights.
• Client’s unlawful conduct or misuse of the website or connected services.

This obligation applies only to the extent the claim results from Client’s conduct or materials and does not cover the portion caused by Tradegrove’s own wrongful conduct, infringement, or material breach.

19.2 Tradegrove Covered Third Party Claims

Tradegrove will defend and indemnify Client against third-party claims and resulting liabilities, damages, and reasonable defense costs, but only to the extent they arise from:

• Infringement of a third party’s intellectual property rights by original materials or custom code supplied by Tradegrove.
• Tradegrove’s wrongful conduct or willful misconduct.
• Tradegrove’s material breach of an applicable obligation under this Agreement that gives rise to the third-party claim.

This obligation does not cover the portion caused by Client’s materials, unlawful conduct, modifications, or other wrongful acts or material breaches. A Party is not automatically responsible for a claim caused solely by the other Party or an independent third-party provider. Where both Parties contributed to a covered claim, responsibility will be allocated to the extent of each Party’s contribution, as agreed in writing or determined by the court with jurisdiction.

19.3 Claim Procedures

The Party seeking indemnification will give prompt written notice of a covered claim and reasonably cooperate in the defense, with reasonable approved defense expenses borne by the indemnifying Party within the applicable limits of this Agreement. A notice delay reduces the obligation only to the extent it materially prejudices the defense. Neither Party may bind the other by admitting liability or settling a claim without the required consent.

The indemnifying Party may control the defense with qualified counsel reasonably acceptable to the other Party and will keep that Party reasonably informed. The other Party may participate through its own counsel at its own expense, unless the Parties agree otherwise in writing or a legally required separate defense applies. Any defense or expense allocation must remain consistent with Section 18; if a material conflict or liability-limit issue affects the defense, the Parties will promptly agree on appropriate control and expense arrangements or seek resolution under Section 24.1.

No settlement may impose liability, an admission of wrongdoing, or nonmonetary obligations on the other Party without that Party’s prior written consent. Consent to an otherwise reasonable settlement will not be unreasonably withheld where that Party is fully released and no such liability, admission, or nonmonetary obligation is imposed.

19.4 Relationship to Liability Limits and Direct Disputes

This Section addresses covered third-party claims, not every contractual disagreement or direct claim between the Parties. Direct disputes and any available remedies remain subject to the other provisions of this Agreement and applicable law.

The indemnification and defense obligations in this Section are subject to Section 18 to the fullest extent permitted by applicable law. Tradegrove’s defense costs, indemnity payments, settlements, and other covered liabilities count in the aggregate toward its six-month liability cap under Section 18; no separate or unlimited indemnification exception is created. Section 18’s exclusion of damages between the Parties continues to apply to the extent legally applicable. A sum payable to a third party under this Section is not automatically characterized as consequential damages merely because it is sought through indemnification, but remains subject to all applicable limits in Section 18. Client’s indemnification obligations are limited to covered claims under Section 19.1, but Section 18 contains no monetary cap for Client. Neither Section limits liability that applicable law prohibits limiting.

Either Party may terminate the development project if the other Party materially breaches this Agreement and does not correct the breach within 10 calendar days after written notice.

Client may terminate the development project for convenience by written notice.

In that event, Client must pay for work completed and approved noncancelable expenses through the termination date, subject to the total agreed project price and any separately approved additional work.

Payments exceeding amounts properly earned or owed will be refunded where applicable.

If Client becomes unresponsive for more than 30 days, Tradegrove may treat the project as paused or terminated after providing written notice. A lack of response during working-site review is not acceptance; Tradegrove must first provide the reminder and additional response opportunity in Section 3.1 before relying on continued nonresponse. No automatic forfeiture of the $100 deposit applies; amounts earned and any refund are determined under this Section.

Tradegrove will not be required to deliver unfinished source files or transfer the development project until all amounts properly due for completed work have been paid.

Cancellation of Managed Hosting after project completion is governed separately by Section 11.

For a completed and fully paid website, the ownership and handoff duties under Sections 11.7 and 12 survive termination. Termination does not permit withholding Client-owned materials or data. A termination accounting for unfinished work does not authorize a final completed-project invoice before acceptance under Section 3; it is limited to amounts properly earned or approved and owed under this Section.

Tradegrove is an independent contractor and not Client’s employee, partner, joint venturer, agent, or legal representative.

Tradegrove controls the manner and means of performing the services, subject to the agreed scope, deadlines, and deliverables.

Neither Party may bind the other to an obligation without written authorization.

Neither Party will be responsible for delay or failure caused by events outside its reasonable control, including natural disasters, widespread internet failures, governmental actions, labor interruptions, war, civil unrest, cyberattacks, or major third-party platform outages.

The affected Party will notify the other Party and resume performance as soon as reasonably practical.

This provision does not eliminate payment obligations already incurred or ownership and handoff rights established under this Agreement.

Formal notices under this Agreement must be sent by email.

Tradegrove Email: dev@tradegrovesites.com

Client Email: the designated Client contact email in the Order Form

A formal notice is considered received on the next business day after it is sent, unless the sender receives a delivery-failure notification.

Cancellation requests under Section 11 may be submitted at any time and will be treated as received when successfully delivered to the designated email address or confirmed by the enabled billing portal.

Either Party must notify the other of changes to its designated contact email address.

For the Section 3 review period, receipt requires successful delivery of the review notice and usable testing access. Critical-support acknowledgment objectives under Section 9 run from successful email delivery, measured in elapsed hours, rather than the next-business-day rule for formal notices. Business days have the meaning in Section 1.

24.1 Governing Law and Disputes

This Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.

Before filing a lawsuit, the Parties will make a good-faith effort to resolve the dispute through direct discussion.

Subject to applicable jurisdiction and venue requirements, legal proceedings will be brought in the appropriate state or federal courts serving New Hanover County, North Carolina.

24.2 Entire Agreement

The signed Order Form, the fixed version of these Terms identified in it, any expressly incorporated project attachments, and mutually agreed written changes constitute the entire agreement between the Parties concerning the project.

24.3 Changes

Changes must be agreed to in writing, including by email when the Parties clearly identify and accept the change. A later online Terms version does not amend an existing Agreement unless both Parties expressly accept that version in writing. Invoices, receipts, and payment alone do not establish consent to a Terms amendment or an additional charge.

The monthly Managed Hosting price may not be changed contrary to the Price Lock Guarantee.

24.4 Severability

If one provision is unenforceable, the remaining provisions will continue in effect to the extent permitted by law.

24.5 Waiver

A waiver on one occasion is not a waiver of future enforcement.

24.6 Assignment

Neither Party may assign this Agreement without the other Party’s written consent, except in connection with the sale or reorganization of substantially all of that Party’s business, subject to applicable law and the continuing rights of Client.

24.7 Electronic Signatures

Electronic signatures and counterparts will be treated as originals to the extent permitted by applicable law.

24.8 Headings

Headings are for convenience and do not change the meaning of this Agreement.