TLIMS Studios Website Development and Services Agreement
Effective October 14, 2026 | Version 2026-10-14.1
This agreement covers the website development and related services purchased by the client. The accepted order summary and approved Project Confirmation identify the particular work, price, and delivery arrangements. Optional monthly care requires a separate enrollment and billing authorization.
1 Parties and project records
The service provider is Andrew Ragusa, an individual using the TLIMS Studios brand ("Provider"). The client is the person or business identified in the accepted order summary ("Client"). TLIMS Studios is not identified here as a separate corporation or limited liability company.
Provider contact and notice email: tlimsstudios@gmail.com. Client notice email: the email entered in the accepted order summary. Each party must notify the other by email of any change to its notice address.
2 Scope and prices
Provider will develop the pages, features, and deliverables expressly listed in the accepted order and approved Project Confirmation. Choosing an optional feature in an inquiry form requests discussion; it does not purchase the feature or approve a price. Business tools, integrations, extra pages, and custom work require an agreed written quote.
The order must identify the selected package, one-time price, included revision rounds, excluded services, any approved add-ons, and any applicable taxes. Customer-owned domain, platform, hosting, and vendor subscriptions are separate unless the order expressly states otherwise.
3 Payment and card authorizations
Essential is paid upfront. Professional and Business Plus may use a disclosed card authorization hold, followed by capture after Provider approves the project following consultation and scope confirmation. A hold is not a completed payment and may expire under the payment processor's rules. If it expires, a new authorization or payment request may be needed; no new authorization is implied by this agreement.
Standard development and approved add-ons must be paid in full before development starts. Custom projects follow the separately signed payment schedule. Provider will not add or charge for extra services without Client's written approval and the applicable payment authorization.
4 Consultation and development start
Consultation is required for Professional, Business Plus, and custom work. Essential may proceed from the completed questionnaire and written project approval without a consultation unless the order requires one. A consultation is complete when the scheduled project discussion has occurred, not merely when it is booked.
Before building, Provider will supply a Project Confirmation stating the design direction, pages, features, deliverables, revision allowance, and estimated schedule. Development starts only after Client's written approval, required payment, receipt of necessary materials and access, and Provider's email confirming that development has actually begun.
5 Cancellation and refunds
Client may cancel by emailing Provider. Before a required or agreed consultation is completed, and before development begins, paid development charges are refundable in full. If only a card hold exists, Provider will request its release; the card issuer controls when available funds are restored.
After consultation is completed but before development begins, Provider retains a $250 consultation and project preparation fee and refunds the remainder of paid development charges. That fee must be disclosed before purchase. If no payment was captured, collecting the fee requires the applicable payment authorization; this clause does not itself authorize a new card charge. The fee does not apply merely because an Essential project has no consultation.
After development begins, development charges are nonrefundable for Client's cancellation or change of mind, to the extent permitted by applicable law. Provider will finish and deliver the agreed work unless Client emails an instruction to cancel further project development. An email stopping development does not, by itself, create a right to a refund.
If Client only asks to postpone or cancel publication, Provider will still complete and make the agreed work available. If Client expressly cancels further development, Provider will stop development and make existing paid project materials available through the agreed handoff process, subject to third-party licenses and reasonable Client cooperation.
These provisions do not excuse Provider from performing the agreement or remove any nonwaivable rights or remedies for Provider's failure to deliver the contracted services. A change-of-mind cancellation is different from a claim that Provider failed to perform.
6 Client materials and cooperation
Client will provide accurate business information, content, images, branding, necessary account access, and timely decisions. Client confirms it owns or has permission to use the materials it supplies. Client remains responsible for its business claims, professional disclosures, and approved legal notices.
Delays in materials, access, approvals, or third-party services may extend the schedule. Provider will communicate the effect of a delay. The completed-project closure rule in Section 8 does not permit Provider to label unfinished contracted work complete because required materials are missing.
7 Revisions and change orders
Essential includes one revision round; Professional and Business Plus include two. Custom work follows its signed scope. A round is one consolidated set of requested changes within the approved design and scope.
New pages, features, integrations, substantial changes to the approved direction, and other work outside the scope require a written change order. It must describe the work, price, and schedule effect, and Client must approve it before work or billing begins. An email approval identifying those terms may serve as written approval.
Corrections needed to make Provider's work match the approved Project Confirmation do not count as paid enhancements or consume an included revision round. Closing a project does not convert an unfulfilled original obligation into a paid change order.
8 Review deadlines and project closure
Provider will email Client a link or delivery copy of the first completed version and state the review deadline. Client has 7 calendar days after that email to submit a consolidated revision request. A timely request moves the project into the agreed revision process; the no-response closure rule does not apply while agreed revisions remain unfinished.
If Client does not respond within 7 calendar days, Provider will email a reminder, pause the active review, and give 7 more calendar days to respond. The reminder must state the final deadline. Ordinarily this is 14 total days after the first delivery email; if the reminder is sent late, Client still receives 7 full days after the reminder.
If no response arrives by the final deadline, Provider may close the active project and email the completed work and handoff instructions. Closing does not mean Client approved the work by silence, does not authorize publication, and does not permit deleting the paid deliverables.
If Client returns later, scheduling depends on Provider's availability. New work outside the original agreement requires a change order. Project closure does not waive Client's rights concerning incomplete agreed services or defects. Review timing for later revised versions will be stated in the Project Confirmation.
9 Delivery and publication
Provider will communicate estimated delivery dates after requirements are confirmed. Delivery means making the agreed project and handoff information available to Client in the method stated in the Project Confirmation. Publication requires Client's written instruction or a publication authorization expressly included in that confirmation.
Choosing not to publish does not, by itself, create a development-fee refund. Client cooperation may be needed for account invitations, transfers, domain connections, or activation of third-party services.
10 Ownership and account control
After full payment, Client owns the custom website deliverables created specifically for Client and identified in the order, to the extent those rights are held by Provider and transferable. Client keeps ownership of its supplied materials and domain name.
Provider retains pre-existing templates, reusable components, development methods, and internal tools. To the extent those materials are embedded in the delivered website and owned by Provider, Client receives a perpetual, nonexclusive license to use, modify, and maintain them as part of that website. Third-party and open-source materials remain governed by their own licenses.
Client owns and controls its Lovable, domain, hosting, and vendor accounts and pays the providers directly. Provider may receive delegated access for development or support. If a project is initially developed in Provider's workspace, the Project Confirmation must identify the supported transfer or access handoff.
The agreed handoff is included. A migration to another platform, substantial reconfiguration, or additional technical assistance beyond that handoff requires a change order. Ending optional care does not transfer ownership of Client's website or domain to Provider.
11 Optional monthly care
Monthly care is optional and is not automatically purchased with website development. Current starting rates are $99 per month for Website Care and $199 per month for Advanced Managed Care; larger workloads are quoted individually. Client's separately accepted care enrollment controls the actual plan, price, included services, and billing start date.
Standard care includes three small modification requests per month within the enrolled plan's scope. Repairs to agreed features and posting attorney-supplied legal content are separate from that modification allowance. New pages, redesigns, new features, substantial development, and third-party fees require separate approval or a change order.
Client must separately authorize recurring monthly billing. Enrollment must state the exact amount, charge frequency, first billing date, renewal terms, service allowance, and cancellation instructions. Provider will supply a retainable confirmation. A development agreement acceptance alone does not enroll Client in recurring billing.
For business-purpose care engagements, either party may cancel at any time with 30 calendar days' written notice, subject to applicable law. Client may email tlimsstudios@gmail.com or use the secure online cancellation page reached from its private care billing emails to give notice. No account or owner approval is required. Opening a link does not cancel service; the online page requires express confirmation. Any additional cancellation methods required by applicable law must be supplied at enrollment. Provider sends notice to Client's designated email. The notice period starts when notice is received, without requiring approval. Provider will confirm the recorded notice, exact effective end date, provider scheduling status, and final billing in writing. An action that has not been confirmed by the payment provider is identified as pending, not scheduled or canceled.
Service continues during the lawful notice period, and charges are limited to authorized services through the effective end date. A final partial service period is prorated by the time in its normal billing period, rounded to cents, rather than charging an extra full period. Amounts prepaid for service after that date will be refunded; an unused account credit alone is not treated as a completed refund. Final charge and refund amounts are confirmed from actual provider evidence. Optional cancellation reasons do not prevent giving notice. If applicable law requires an easier cancellation method, a shorter notice period, or other cancellation rights, those requirements control. Client must also be offered any cancellation method required for its enrollment method. The 30-day business-purpose clause does not impose an unlawful delay on covered personal or household-use plans. This site offers new care enrollment for business-purpose engagements only.
Care cancellation does not reverse completed development charges. Client's separately owned platform and vendor subscriptions continue unless Client cancels them with those providers. Provider will supply reasonable handoff information for the enrolled services; separately quoted migration work requires approval.
12 Third parties and service expectations
Provider does not control third-party availability, pricing, or policies. Provider will disclose known dependencies and obtain approval before activating additional paid services. Client remains responsible for its provider subscriptions, account security, and ongoing operation after handoff, subject to any enrolled support scope.
Provider will deliver functional work consistent with the approved scope and correct failures to meet that scope. There is no promise of a specific ranking, lead volume, sales result, or uninterrupted availability.
13 Data handling and legal content
Provider will implement the security and data-handling measures expressly included in the approved scope. No security certification or universal legal-compliance guarantee is supplied. Client will obtain professional advice for its policies, regulated information, employment systems, and industry-specific requirements.
Each package includes an AI-assisted, Provider-reviewed Website Functionality and Data Handling Report for Client's attorney. Client's attorney supplies approved legal content for implementation. The report is a technical description, not legal advice or a compliance certification. Sensitive or regulated workflows require specific agreed controls before implementation.
14 Disputes and governing law
A party raising a dispute must first email the other party describing the concern and requested resolution. Before filing an ordinary lawsuit, both parties must make a good-faith effort to discuss the dispute directly by telephone, video, or another mutually agreed method. Neither party may frustrate this step by refusing to respond or meet.
The discussion requirement does not prevent urgent court relief, legally protected complaints or payment disputes, or action needed to preserve a filing deadline. If the matter remains unresolved after a reasonable opportunity to discuss it, either party may pursue lawful remedies.
New York law governs, subject to applicable conflicts rules and nonwaivable protections that apply to Client. No provision eliminates rights that applicable law does not allow the parties to waive.
15 Electronic acceptance and complete agreement
The parties may use electronic signatures and written electronic approvals as permitted by law. Client must have an opportunity to read, retain, and expressly accept this agreement and the order before payment or a card authorization. Provider will give Client a copy of the accepted agreement, order, and approved Project Confirmation.
For package checkout, Client expressly accepts by selecting the required “I agree to the Terms of Service” checkbox and continuing. The acceptance record identifies the Client's saved name, email, server date and time, exact document version, and associated order. This checkbox records agreement acceptance; it does not fabricate a typed signature or independently verify identity. Optional recurring billing requires its own consent record.
This agreement, the accepted order, approved Project Confirmation, and approved change orders form the project agreement. A later document changes a term only when both parties expressly approve the change. Package-specific scope belongs in the Project Confirmation; optional care terms belong in its separate enrollment.