Master Services Agreement

Version 2026.2 · Effective October 12, 2026

Introduction

This Master Services Agreement (the “MSA”) sets out the terms of the working relationship between Devyn Brugge, doing business as Co-Creative Digital, a sole proprietorship registered in British Columbia, of Suite 153, 2-70 Church Street, Nanaimo, BC V9R 5H4 (the “Company,” “we,” “us,” “our”), and you (the “Client,” “you,” “your”).

We’ve written this in plain English because we want you to actually understand it. Some standardized legal language is unavoidable, but the rest is just English.

This MSA is the umbrella that governs our whole relationship. On top of it, we may also have:

• A Website Management Agreement (WMA): triggered when you subscribe to our Growth System Plan: Starter at $197 CAD a month plus tax, or Pro, priced by inquiry.
• Express Website terms (Section 2A), apply when you buy an Express Website, or when one is built for you as part of the Growth System.
• A Scope of Work (also called a Proposal of Services): issued each time you engage us for a custom flat-rate project.

You accept this MSA by paying a deposit or subscription fee, accepting a Scope of Work, or otherwise proceeding with services from us after being given access to these terms.

Where this MSA conflicts with the WMA, the WMA controls for the managed service. Where this MSA conflicts with a Scope of Work, the Scope of Work controls for that project’s deliverables and fees.

Our website also has general Terms and Conditions, which cover using our website and placing an order. For the services we provide, this MSA, the WMA and any Scope of Work prevail over those general terms where they differ, including on refunds.

We currently serve clients outside Quebec.

1. How We Work Together

1.1 Independent Contractors

When you hire us, we are independent work-for-hire contractors, not employees of you or your business.

1.2 Availability

For custom project work (Scopes of Work), we work Monday through Thursday, 9:00 am to 5:00 pm, and Fridays 9:00 am to 12:00 pm Pacific Time. We do not work weekends or statutory holidays.

Our normal response time on custom projects is one business day. Clients on a current Website Management Agreement (WMA) receive priority response and 24/7 chat on the subscription side: our assistant answers right away, and our team follows up in business hours (see WMA Section 10).

1.3 Communication

Our primary formal channels are email and Zoom. These are where decisions, approvals, and records live.

For voice calls or SMS, please use our office line at +1 778-744-7702. During active projects, we may also accept Signal for informal or urgent coordination at our discretion. Anything discussed informally should be confirmed in email if it changes scope, timeline, or cost. We do not monitor social media DMs, Facebook Messenger, or Instagram as business channels.

1.4 Current Hourly Rate

This document references our current hourly rate, meaning the rate in place at the time a service is requested, not the rate when this agreement was accepted. We’ll tell you our current rate on request.

2. Custom Projects

2.1 The Scope of Work

Each custom project is governed by a Scope of Work (also called a Proposal of Services) which details:

• The work we’ll deliver (deliverables and specifications)
• The fees and payment schedule
• Any timeline commitments
• Anything specific to that project

If you engage multiple projects with us, each one gets its own Scope of Work.

2.2 Our Five-Phase Process

Our typical custom website project runs through five phases. Campaigns, email sequences, and other flat-rate custom work follow the same discovery, concept, build, revise and launch logic, adapted to the deliverable.

Phase One: Content Discovery & Collection. Kickoff session to understand goals, audience, and content needs. If we’re creating a logo or brand, that happens in this phase so later design work can coordinate with it. Phase One ends when all required content and assets are collected.

Phase Two: Concept. We produce a design concept based on the discovery inputs. We’ll refine it with you until you approve it. Phase Two ends when you formally approve the concept.

Phase Three: Development. The approved concept is built out, pages, functionality, integrations. Phase Three ends when we hand over for revisions.

Phase Four: Revisions. You review and list the revisions needed. Revisions are minor updates and changes to existing content (we determine what counts as “minor”). Larger changes, new functionality, redesigns of approved concepts, or any revision that would take more than 4 hours, are charged to the Change Budget (Section 2.5). Phase Four ends when you approve launch and final payment clears.

Phase Five: Launch. We publish. Note: DNS propagation can take up to 24 hours before everyone in the world can see the new site.

2.3 Project Timelines

Simple websites can be produced quickly, sometimes within days. For branded, custom-designed websites, the kind most of our clients hire us for, a typical project takes about 6 weeks (not counting holidays). Exact timelines depend on complexity, our workload, and how quickly you return assets and approvals.

Unless specifically defined in your Scope of Work, we do not guarantee launch by a specific date. Time is NOT of the essence unless both parties agree to a hard deadline in writing.

2.4 Delayed, Suspended, and Abandoned Projects

Projects stall when we’re waiting on your inputs. While we wait, we work on other clients’ projects.

• Delayed: Your response to a request for assets, feedback, or approvals is more than 5 business days late. We may remove your project from our active queue and place it at the back of the line when you respond.
• Suspended: Your response is more than 45 days late without reasonable cause. An invoice for the remaining balance becomes due on receipt. To reactivate, you must (1) supply all outstanding items and (2) pay the balance in full.
• Abandoned: Your response is more than 90 days late without reasonable cause. Any money paid is forfeited.

If a website project is not completed within 60 days of Phase One commencement due to your delays, we may begin billing website management fees regardless of launch status.

2.5 Change Budget

Scope changes cost money and time. A Scope of Work may include a Change Budget to accommodate requested changes beyond the original scope. We’ll write a supplementary scope for requested changes and get your approval before proceeding. Change Budget charges are due immediately or included in the final invoice, at our discretion.

2.6 Rush Projects

Rush work typically carries at least a 50% markup to cover overtime and reprioritization.

2A. Express Websites

Express is our fixed-price way to get a clear, modern website fast. These terms apply to every Express Website, whether you buy it for $997 CAD or it comes with your Growth System Plan. Where they differ from Sections 2 and 3, these terms control for Express.

2A.1 What you get

• A website of up to five (5) pages, built from a proven layout and designed around your logo and your business.
• Copy drafted from your brief with the help of AI tools, then edited by a human in Canada before you see it.
• On-page local search basics: page titles, descriptions, page structure and your business details. Google Business Profile, directory listings and reviews are not included.
• A preview link, then one (1) round of tweaks.
• A 30-minute Launch Call, on either plan, where we help you put the site live on your domain.

2A.2 Price and payment

• Express: $997 CAD one time, plus tax, paid in full before your brief opens (unless we build your prototype first, Section 2A.9).
• Growth System: while you subscribe, the Express build is included and we host the site for you. The WMA covers that hosting and your updates.

2A.3 Your brief and the Next-Day Promise

A complete brief means every required question answered, plus your logo file. Business days are Monday to Friday, Pacific Time, not counting BC statutory holidays. A brief sent on a weekend or holiday counts as sent at 9:00 am Pacific the next business day.

Next-Day Promise: send a complete brief on a business day and your preview link arrives by the same time the next business day. If it is late, $100 CAD comes off: on the $997 plan we refund $100 CAD; on the Growth System we take $100 CAD off your next bill.

2A.4 Tweaks and changes

Your round of tweaks covers changes to the words, photos and details on the pages we built. New pages, new features or a different layout are not tweaks. After your round of tweaks, changes are $30 CAD for anything under 15 minutes. Longer changes are $150 CAD an hour, billed in 15-minute steps, and we quote before we start.

2A.5 Handover and hosting

On the $997 plan, we hand over the finished site files for you to publish on your own domain and hosting. You choose, set up and pay for your domain and hosting, and you keep every login. We’ll help you go live on your Launch Call. Work beyond that call, such as setting up hosting for you, is billed at our change rates.

On the Growth System, we host your Express site while you subscribe. Your content and your domain stay yours. Section 6 of the WMA covers what happens if you cancel.

2A.6 Head Start credit

If you upgrade to a custom website with us within six (6) months of your Express site going live, we credit what you paid for Express toward it: the full $997 CAD on the one-time plan, or what you have paid so far on the Growth System, up to $997 CAD. The credit applies once, to a custom website Scope of Work, and has no cash value.

2A.7 Refunds

If you cancel before you send your brief, we refund the $997 CAD in full. Once we start drafting from your brief, the fee is non-refundable, apart from the Next-Day Promise in 2A.3.

If you haven’t sent a complete brief within 60 days of paying, we refund you in full and close the order, unless you ask us to hold it. If we can’t deliver your Express site, we refund what you paid.

2A.8 What Express doesn't include

Legal pages (privacy policy, terms), ongoing hosting on the $997 plan, Google Business Profile management, directory listings, reviews, paid advertising, photography and custom features. Your website will collect enquiries through its forms, so you will likely need a privacy policy; see Section 5.3. Ask us and we can add one.

2A.9 Free prototypes (“See it first”)

When we offer to build your Express prototype before you pay, you pay nothing unless you choose to go ahead. Free prototype spots are limited. A spot goes to an owner who qualifies, not to whoever asks first: you run an active business, you complete the brief, and you fit these terms and the intent of the offer. We decide who qualifies. If you go ahead, the plan you choose applies from that point, with the same one round of tweaks and Launch Call. If you don’t, you owe nothing, and the prototype stays ours: please don’t publish or copy it. With your permission, we may show it as an example, and you can ask us to take it down at any time. The Next-Day Promise remedy does not apply to a free prototype.

3. Payment for Custom Projects

3.1 Currency

All fees are priced in Canadian Dollars (CAD) unless your Scope of Work says otherwise, plus tax. Third-party services and add-ons (CRM, SMS, email infrastructure, advertising platforms) may be priced in USD by the underlying vendor. When that’s the case, we’ll note it in the Scope of Work.

For international clients, billing occurs in the stated currency or is converted at our payment processor’s rate. Any foreign transaction fees are your responsibility.

3.2 Payment Schedule

Our standard schedule for flat-rate projects is:

Payment	Amount	When
Deposit	50% of project fee, non-refundable	Upon accepting the Scope of Work
Midpoint	25%	30 days after start
Completion	25% + Change Budget used	60 days after start, or at launch (whichever is earlier)

Alternative schedules (50/50, milestone-based, etc.) may be agreed in a specific Scope of Work. Your project does not enter our queue until the deposit has been received.

3.3 Payment Methods

Credit card, PayPal, wire transfer, and other methods shown at checkout or in your Scope of Work are accepted. Postdated cheques are not.

• Credit card payments over $5,000 CAD may incur a 3% processing surcharge
• Wire transfer fees are the client’s responsibility
• Payments made more than 3 months in advance receive a 3% discount

3.4 Late Payment and Collections

All invoices are payable on receipt. Invoices unpaid more than 30 days may result in suspension of service, including your website being taken offline until the balance clears.

Unpaid balances accrue interest at 12% per year (1% per month). You agree to cover reasonable collection costs, including legal fees. NSF / bounced cheques incur a $30 CAD fee and must be replaced with a certified cheque or money order, plus the NSF fee.

4. Intellectual Property

4.1 What You Own

You own the final website, visual elements, and deliverables we create for you as part of a paid project. An Express site hosted on the Growth System is the exception: you hold it under licence until a buy-out (WMA Section 6.3). On request, we’ll provide source files for custom artwork. You also own all pre-existing content you supplied, text, images, data, specifications.

4.2 What We Own

We own any intellectual property we’ve developed prior to or separately from your project, our code libraries, internal tooling, templates, processes, and methodologies. Using these on your project doesn’t transfer ownership. We reserve the right to reuse them on other projects.

4.3 Client-Supplied Assets

By giving us an asset (image, copy, video, logo, data), you warrant that you own it or have permission to use it. You agree to hold us harmless from any third-party claim that a supplied asset infringes their rights.

4.4 AI-Generated Content

We may use AI tools to generate or assist with text, images, and code. If we do, we’ll do so lawfully and ethically. Express Websites are drafted with AI tools from your brief, logo and current website, so that material passes through the AI providers named in our Privacy Policy. A human reviews and edits every draft before you see it. If you supply AI-generated content, you’re responsible for ensuring its use is compliant with all applicable laws and any necessary permissions.

4.5 Our Portfolio and Testimonials

We reserve the right to reference your project in our portfolio, case studies, and marketing. We’ll place an attribution link in your website’s footer linking to our home page. If you’d rather not carry the link, we remove it for a one-time fee of $500 CAD. We may ask you for a quote about your experience and to be a reference for prospective clients.

5. Your Responsibilities

5.1 Security

Protect any device used to access your website or CRM with current security software, up-to-date browsers and operating systems. Use strong, unique passwords. Do not share credentials via SMS, email, or unencrypted chat. A password manager is strongly recommended.

5.2 Domain Names

Registering your domain and paying annual renewal fees is your responsibility. We can help set it up and point it to your site. Keep the card on file with your registrar current. We are not responsible for domain suspension or loss due to expired billing or any other registrar-side issue. Work we do as a result of domain expiration is billable at our current hourly rate.

5.3 Legal Pages and Regulatory Compliance

Depending on your business and location, you may be legally required to publish Terms of Use, Privacy Policy, Return Policy, accessibility statements, or similar pages.

It is your sole responsibility to determine which legal pages and regulatory compliance measures (GDPR, CalOPPA, CASL, CAN-SPAM, PIPEDA, ADA/WCAG accessibility, industry-specific regulations such as medical advertising codes, etc.) apply to your business. Consult a lawyer. Creation of compliant legal content is not included in a Scope of Work unless specifically itemized.

If your site or business must comply with a specific regulatory regime, you must tell us and have it written into the Scope of Work. Otherwise, we make no representations about compliance.

6. Limitations and Disclaimers

6.1 Search Engine Optimization

If we build your website, we’ll ensure search engines can index it at launch. Beyond that, SEO services are not included unless itemized. We cannot guarantee ranking or placement on any search engine.

6.2 Email Deliverability

Your website may send automated emails. These can be filtered as spam by the recipient’s provider. Because we don’t control the recipient’s inbox, we are not responsible for emails that don’t reach their destination. You are responsible for monitoring your spam folder and any form/order interfaces for notifications that may not reach your inbox.

6.3 Third-Party Services and Providers

We cannot be responsible for changes to your site made by third parties you’ve given access to. If third-party actions break something, fixing it is billable at our current hourly rate.

We may use employees or contractors, some located outside Canada or the US, to deliver your project. You agree not to directly solicit or hire any of our team members for employment or contract work.

6.4 Refusal of Service

We reserve the right to refuse, restrict, or terminate service for any reason. If we end a service for a reason that isn’t your breach, we refund any fees you’ve prepaid for the part we won’t deliver.

7. Termination and Refunds

Custom projects: The 50% deposit is non-refundable. If you terminate after Phase Three has started, the entire project fee is owed. Any active monthly services at the point of termination are non-refundable.

If we terminate: We’ll estimate completed-work percentage and issue either a refund (if completed work is less than what you’ve paid) or an invoice (if more).

Express Websites: see Section 2A.7.

Managed services (WMA) are governed separately, see the Website Management Agreement.

8. Legal Terms

8.1 Disclaimer of Warranty

We perform work in accordance with good industry practice at the standard of a suitably qualified professional. We cannot guarantee our work will be error-free. We are not liable for damages including lost profits, lost savings, or incidental, consequential, or special damages, even if we’ve been warned of them.

WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

8.2 Limitation of Damages

OUR TOTAL LIABILITY, INCLUDING ALL AFFILIATES AND LICENSORS, SHALL NOT EXCEED THE AMOUNT OF FEES YOU HAVE PAID US IN THE SIX MONTHS PRECEDING THE CLAIM.

8.3 Indemnification

You agree to indemnify and hold us harmless against any losses, claims, damages, liabilities, penalties, actions, or judgments arising from: content and assets you supply; your breach of this agreement or any Scope of Work; any alleged infringement of third-party intellectual property by assets you supplied; your violation of any law or regulation.

8.4 Force Majeure

We are not in breach if we are unable to perform due to events beyond our control, fire, earthquake, labour disputes, acts of God, pandemics, death, illness, incapacity, or compliance with a government order.

8.5 Choice of Law and Forum

This Agreement is governed by the laws of British Columbia, Canada. Disputes will first be addressed through mediation in Nanaimo, British Columbia. If not resolved within 60 days, either party may bring the dispute before a court in Nanaimo.

8.6 General

This Agreement together with any WMA and Scope of Work constitutes the entire agreement between us and supersedes any prior discussions or agreements on the same subject. If any part of this agreement is unenforceable, the rest remains in effect.

Neither party may assign this agreement without the other’s written consent, except that we may assign our rights and obligations in connection with a merger, acquisition, or sale of assets. This Agreement may only be modified in writing agreed to by both parties.

Acceptance

You accept this Master Services Agreement and confirm the following by any of these actions:

• Paying a deposit or invoice for a Scope of Work
• Buying an Express Website
• Subscribing to our Starter or Pro Growth System Plan (which also triggers acceptance of the WMA)
• Otherwise proceeding with services from us after being given access to these terms

By accepting, you confirm that:

• You have read and understood this Master Services Agreement
• You have the authority to enter into this agreement on behalf of your business
• You understand that this MSA, together with any WMA and Scope of Work, defines our complete working relationship
• You have read and understand our general Terms and Conditions and Privacy Policy

Questions? Email [email protected] or call 778-744-7702.