Terms and Conditions – Website Development and Hosting

Last Updated: July 1, 2026

These Terms and Conditions (“Terms”) govern all website development, design, and hosting services (the “Services”) provided by Tempest Technologies, LLC, a Montana limited liability company with its principal place of business in Helena, Montana (“Tempest,” “we,” “us,” or “our”), and the individual or entity engaging Tempest for Services (“Client,” “you,” or “your”). By signing a proposal, statement of work, or invoice referencing these Terms, or by engaging Tempest to perform Services, Client agrees to be bound by these Terms.

1. Definitions

  1. “Agreement” means these Terms together with any Proposal, Statement of Work (“SOW”), order form, or invoice that references or incorporates them. In the event of a conflict, the specific terms of a signed SOW control over these Terms solely with respect to project scope, deliverables, and pricing.
  2. “Deliverables” means the website, code, designs, and other work product Tempest creates specifically for Client under an SOW.
  3. “Client Content” means text, images, logos, trademarks, video, data, and other materials supplied by Client for use in the Services.
  4. “Hosting Services” means server space, bandwidth, email, domain, SSL, backup, and related infrastructure services Tempest provides on a recurring basis.
  5. “Fees” means all amounts payable by Client to Tempest under the Agreement, including development fees, hosting fees, and third-party pass-through costs.

2. Scope of Services

Tempest will perform the Services described in the applicable Proposal or SOW. Any work outside that scope — additional pages, features, revisions beyond those specified, rush timelines, or new functionality requested after the SOW is signed — constitutes a change order and will be billed separately at Tempest’s then-current rates, subject to Client’s written or emailed approval before work begins.

Tempest will use commercially reasonable efforts to meet timelines identified in the SOW. Timelines are estimates, not guarantees, and are contingent on Client providing timely content, feedback, and approvals as described in Section 3.

3. Client Responsibilities

To enable Tempest to perform the Services efficiently, Client agrees to:

  • Provide all Client Content (text, images, logos, credentials, and other materials) in a timely manner and in usable formats;
  • Designate a single point of contact authorized to approve deliverables, content, and change orders;
  • Review and respond to draft deliverables and requests for feedback within the timeframe stated in the SOW, or within ten (10) business days if none is stated;
  • Ensure that Client Content does not infringe any third party’s intellectual property, privacy, or other rights, and is not unlawful, defamatory, or obscene;
  • Maintain the confidentiality of any account credentials, admin logins, or access keys Tempest provides.

If Client fails to provide necessary content, feedback, or approvals for more than sixty (60) consecutive days, Tempest may treat the project as suspended by Client, pause work, and invoice for work completed to date. Resuming a suspended project after ninety (90) days may require a new SOW and current pricing.

4. Fees and Payment

  1. Development Fees. Unless the SOW states otherwise, development projects require a fifty percent (50%) deposit before work begins, with the remaining balance due upon completion and before the website is made live or final files are delivered.
  2. Hosting & Recurring Fees. Hosting, maintenance, and other recurring Fees are billed in advance on a monthly or annual basis, as selected by Client, and renew automatically until cancelled in accordance with Section 8.
  3. Invoicing & Late Payment. Invoices are due within thirty (30) days of the invoice date (“Net 30”) unless otherwise agreed in writing. Amounts unpaid after forty-five (45) days from the invoice date may be subject to interest at 1.5% per month (or the maximum rate allowed by Montana law, if lower) and Tempest may suspend Services, including taking a live website offline, until the account is brought current.
  4. Taxes & Third-Party Costs. Fees do not include applicable taxes, domain registration costs, third-party licensing fees (stock imagery, plugins, SaaS subscriptions), or payment processing fees, which are Client’s responsibility unless expressly included in the SOW.
  5. Refunds. Deposits and Fees for work already performed are non-refundable. If Client terminates a project before completion under Section 8, Tempest will invoice for time and materials expended to date, and any unearned prepaid balance will be refunded.

5. Intellectual Property

  1. Client Content. Client retains all ownership rights in Client Content and grants Tempest a non-exclusive, royalty-free license to use, reproduce, and display Client Content solely to perform the Services.
  2. Deliverables. Upon full and final payment of all Fees due for a project, Tempest assigns to Client all right, title, and interest in the final Deliverables created specifically for that project, excluding any Tempest Tools (defined below). Until full payment is received, all Deliverables remain the exclusive property of Tempest.
  3. Tempest Tools. Tempest retains ownership of all pre-existing tools, frameworks, code libraries, templates, and know-how used to build the Deliverables (“Tempest Tools”), and grants Client a perpetual, royalty-free license to use any Tempest Tools embedded in the Deliverables as part of Client’s website.
  4. Third-Party Materials. Deliverables may incorporate third-party software, plugins, themes, fonts, or stock media that remain subject to their own licenses. Tempest will identify material third-party license terms known to it, and Client is responsible for complying with those licenses going forward.
  5. Portfolio Rights. Tempest may display completed, publicly available work (including screenshots and a general project description) in its portfolio, marketing materials, and case studies, unless Client requests otherwise in writing.

6. Hosting Services

  1. Availability. Tempest targets 99.5% uptime for Hosting Services, excluding scheduled maintenance (which Tempest will attempt to notify Client of in advance) and events outside Tempest’s reasonable control described in Section 12. Uptime is a target, not a guaranteed service level, unless a separate Service Level Agreement is signed.
  2. Backups. Tempest performs routine backups of hosted websites as a courtesy but does not guarantee against data loss. Client is strongly encouraged to maintain its own independent backups of critical Client Content. Tempest is not liable for data loss except to the extent caused by Tempest’s gross negligence.
  3. Acceptable Use. Client will not use Hosting Services to distribute malware, send unsolicited bulk email, host unlawful or infringing content, or engage in activity that threatens the security or performance of Tempest’s infrastructure or other clients. Tempest may suspend Hosting Services immediately, with notice where practicable, for any violation of this Section.
  4. Security. Tempest applies commercially reasonable security measures but does not guarantee that hosted sites will be free from unauthorized access, and is not responsible for breaches caused by Client’s credentials, third-party plugins, or vulnerabilities in software Tempest did not develop.

7. Term and Termination

  1. Development Projects. An SOW terminates upon delivery and final payment, or earlier by mutual written agreement.
  2. Recurring Services. Hosting and other recurring Services continue on a month-to-month or annual basis (as selected) until either party cancels with at least thirty (30) days’ written notice.
  3. Termination for Cause. Either party may terminate the Agreement immediately upon written notice if the other party materially breaches the Agreement and fails to cure that breach within fifteen (15) days of receiving notice describing it.
  4. Effect of Termination. Upon termination, Client will pay for all Services rendered and costs incurred through the termination date. Tempest will make final website files and a database export available to Client for thirty (30) days following termination, after which Tempest may delete hosted data. Because premium themes, plugins, and other third-party licenses obtained by Tempest are tied to Tempest’s hosting and development accounts and are not valid outside that environment, any such Tempest-owned licenses will be deauthorized or removed when Client’s website copy is delivered; Client is responsible for independently procuring and licensing any premium themes, plugins, or software it wishes to continue using after termination. Sections 5, 9, 10, 11, 13, and 14 survive termination.

8. Cancellation Requests

Requests to cancel recurring Hosting Services must be submitted in writing (email is acceptable) to Tempest’s billing contact. Cancellation takes effect at the end of the then-current billing period; Tempest does not provide partial-month or partial-year refunds for early cancellation.

9. Warranties and Disclaimers

Tempest warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. If Deliverables materially fail to conform to the agreed SOW specifications, and Client notifies Tempest in writing within thirty (30) days of delivery, Tempest will use reasonable efforts to correct the nonconformity at no additional charge as Client’s sole and exclusive remedy for such nonconformity.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, TEMPEST DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. TEMPEST DOES NOT WARRANT THAT THE WEBSITE OR HOSTING SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THEY WILL RESULT IN ANY PARTICULAR LEVEL OF TRAFFIC, SALES, RANKING, OR BUSINESS OUTCOME.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TEMPEST BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICES OR THE AGREEMENT, EVEN IF TEMPEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TEMPEST’S TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO TEMPEST UNDER THE APPLICABLE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE THE CLAIM RELATES SOLELY TO HOSTING SERVICES BILLED SEPARATELY FROM A DEVELOPMENT PROJECT, THE CAP APPLIES TO AMOUNTS PAID FOR HOSTING SERVICES DURING THAT PERIOD.

This limitation of liability reflects the allocation of risk between the parties and is a fundamental basis of the bargain; the Fees charged for the Services would be materially higher without it. This Section applies notwithstanding the failure of any limited remedy of its essential purpose, to the extent permitted by applicable law.

Nothing in this Section limits liability that cannot be limited under applicable law, including liability for gross negligence, willful misconduct, or fraud.

11. Indemnification

  1. By Client. Client will indemnify, defend, and hold harmless Tempest from and against any third-party claims, damages, and reasonable costs (including attorneys’ fees) arising out of: (a) Client Content, including claims that it infringes a third party’s intellectual property or other rights; (b) Client’s use of the Services or Deliverables in violation of this Agreement or applicable law; or (c) products, services, or transactions offered through Client’s website.
  2. By Tempest. Tempest will indemnify, defend, and hold harmless Client from and against any third-party claims, damages, and reasonable costs (including attorneys’ fees) arising out of a claim that the Deliverables, as delivered by Tempest and excluding Client Content and third-party materials, infringe a third party’s U.S. intellectual property rights, subject to the limitation of liability in Section 10.
  3. Procedure. The indemnified party will promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defense and settlement, and provide reasonable cooperation, at the indemnifying party’s expense.

12. Force Majeure

Neither party is liable for delay or failure to perform any obligation under the Agreement (except payment obligations) due to causes beyond its reasonable control, including natural disasters, fire, internet or power outages, acts of government, labor disputes, third-party hosting or service-provider outages, or other events of force majeure. The affected party will notify the other and resume performance as soon as reasonably practicable.

13. Confidentiality

Each party may receive non-public business, technical, or financial information from the other (“Confidential Information”). Each party agrees to use the other’s Confidential Information only to perform its obligations under the Agreement, to protect it with the same degree of care it uses for its own confidential information (and no less than reasonable care), and not to disclose it to third parties except to employees, contractors, or advisors with a need to know and who are bound by similar confidentiality obligations, or as required by law.

14. General Provisions

  1. Independent Contractor. Tempest is an independent contractor. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
  2. Governing Law & Venue. The Agreement is governed by the laws of the State of Montana, without regard to conflict-of-law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Lewis & Clark County, Montana, for any dispute arising out of the Agreement.
  3. Dispute Resolution. Before filing suit, the parties agree to attempt in good faith to resolve any dispute through direct negotiation between authorized representatives for at least fifteen (15) days. Either party may thereafter pursue any remedy available at law or in equity, or the parties may mutually agree to mediation.
  4. Assignment. Client may not assign the Agreement without Tempest’s prior written consent, not to be unreasonably withheld. Tempest may assign the Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
  5. Notices. Notices under the Agreement must be in writing and delivered by email (with confirmation of receipt) or mail to the contact information on file for each party.
  6. Entire Agreement. The Agreement, including any SOW, constitutes the entire agreement between the parties regarding the Services and supersedes prior proposals or understandings on the same subject.
  7. Changes to These Terms. Tempest reserves the right to modify these Terms at its sole discretion. Updates will be posted on the Terms and Conditions page of Tempest’s website, and the version in effect at the time a new SOW is signed applies to that engagement. For material changes affecting active recurring Services, Tempest will notify Client by email at least thirty (30) days before the changes take effect. Client’s continued use of the Services after the effective date of a material change constitutes acceptance of the updated Terms.
  8. Severability. If any provision of the Agreement is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
  9. No Waiver. A party’s failure to enforce any provision of the Agreement is not a waiver of its right to do so later.
  10. Publicity/Attribution. Tempest may include a small, non-intrusive “designed by” credit and link in the footer of Client’s website unless Client requests its removal in writing.

15. Contact Information

Tempest Technologies, LLC — Helena, Montana (Lewis & Clark County)

For questions about these Terms, billing, or a signed SOW, please contact your Tempest account representative or the general contact address provided in your Proposal or invoice.

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