Master Services Agreement

Standard Terms for Professional Services
Last Updated: September 4, 2026

This Master Services Agreement (“MSA”) establishes the standard terms under which SE TN Consultants, LLC (“SE TN Consultants,” “Consultant,” “we,” “us,” or “our”) provides consulting, marketing, development, technology, and related professional services to a client (“Client”).

This publicly available MSA is provided for transparency regarding our standard professional-service terms. It does not, by itself, create a client relationship or require SE TN Consultants to provide services.

An engagement becomes effective when the parties enter into an applicable Statement of Work (“SOW”), proposal, order, engagement agreement, or other written agreement that incorporates this MSA or otherwise confirms the engagement.

1. Scope of Services

SE TN Consultants provides professional services that may include:

• AI strategy, readiness, and discoverability;
• Website design and development;
• Ecommerce consulting and development;
• Search engine optimization;
• Local SEO;
• Digital marketing;
• Paid advertising;
• Marketing automation;
• Business process automation;
• Analytics and reporting;
• Structured data and schema implementation;
• Software and integration development;
• Technology consulting; and
• Other mutually agreed professional services.

The specific scope, deliverables, fees, schedule, responsibilities, and other project-specific terms will be identified in an applicable SOW, proposal, or other written agreement.

2. Statements of Work

Each engagement may be described in one or more SOWs.

An SOW may establish:

• Services and deliverables;
• Project milestones;
• Fees and payment schedules;
• Initial or minimum engagement periods;
• Recurring service periods;
• Client responsibilities;
• Third-party expenses;
• Cancellation requirements;
• Special licensing arrangements; and
• Other project-specific terms.

If an SOW conflicts directly with this MSA concerning a project-specific matter, the applicable SOW will control for that engagement.

3. Fees and Payment

Client agrees to pay the fees identified in the applicable SOW, proposal, invoice, or other written agreement.

Services may be billed through deposits, milestone payments, hourly charges, monthly retainers, recurring fees, fixed project fees, or another agreed billing structure.

Unless otherwise stated, invoices are due according to the payment terms identified on the applicable invoice or agreement.

Client is responsible for authorized third-party expenses incurred in connection with the Services where those expenses are identified in the SOW or otherwise approved by Client.

4. Deposits and Advance Payments

Certain projects may require a deposit, retainer, or advance payment before work begins or resources are reserved.

Unless otherwise specified in the applicable SOW, deposits and advance payments may become non-refundable once work begins, resources are committed, third-party expenses are incurred, or project capacity has been reserved.

Payments for services already performed are non-refundable except where otherwise required by law or expressly agreed in writing.

5. Term and Ongoing Services

This MSA remains effective for as long as the parties have an active engagement governed by it unless otherwise terminated.

Individual SOWs may establish their own initial term, minimum engagement period, renewal period, or completion date.

Ongoing consulting, marketing, maintenance, advertising, SEO, or similar services may continue on a month-to-month or other recurring basis after any applicable initial term, as specified in the applicable SOW.

6. Cancellation and Termination

Ongoing Services

Unless the applicable SOW states otherwise, either party may terminate ongoing professional services by providing at least 30 days' written notice.

Cancellation prevents future service periods from continuing beyond the effective termination date but does not eliminate payment obligations for services already performed, work in progress, committed resources, approved expenses, or other amounts incurred before termination becomes effective.

Fixed-Term or Minimum-Term Engagements

An SOW may establish a fixed term or minimum engagement period.

Any early termination obligations applicable to such an engagement, including fees associated with early cancellation, must be identified in the applicable SOW or other written agreement.

There is no universal early-termination fee applicable to every SE TN Consultants engagement unless expressly stated in the applicable agreement.

Project-Based Services

For fixed-fee or milestone-based projects, Client remains responsible for payment for work performed through the effective termination date, approved work in progress, committed resources, non-cancellable third-party expenses, and other amounts owed under the applicable SOW.

SE TN Consultants will not intentionally continue substantial billable work following receipt of a valid termination notice except where reasonably necessary to secure systems, preserve work, complete an agreed transition, or as otherwise authorized by Client.

7. Client Delays and Cooperation

Client acknowledges that successful delivery of the Services may depend upon timely Client participation.

Client agrees to provide, as reasonably required:

• Accurate information;
• Content and materials;
• Approvals and feedback;
• System and account access;
• Credentials;
• Technical information;
• Decisions necessary to continue work; and
• Other resources identified in the applicable SOW.

Client delays may extend project schedules, launch dates, milestones, or delivery dates.

Extended Client delays do not automatically suspend payment obligations or create a right to a refund for work already performed, committed resources, or capacity reserved for the engagement.

If a Client delay materially prevents SE TN Consultants from performing the Services for an extended period, we may reschedule the work based upon resource availability.

8. Changes in Scope

Requests outside the agreed scope may require additional fees, time, resources, or a revised SOW.

SE TN Consultants will communicate material scope changes and associated costs before performing substantial out-of-scope work whenever reasonably practical.

Minor requests or adjustments reasonably incidental to the agreed Services do not necessarily require a formal amendment.

9. Client Responsibilities and Legal Compliance

Client is responsible for:

• The accuracy and legality of information supplied to SE TN Consultants;
• Obtaining rights to content, images, trademarks, data, and other materials provided to us;
• Reviewing and approving business claims and materials where appropriate;
• Maintaining legally required notices, disclosures, policies, licenses, or authorizations;
• Maintaining appropriate security and account controls; and
• Compliance with laws and regulations applicable to Client's business.

SE TN Consultants does not provide legal, tax, accounting, or regulatory advice unless expressly agreed in writing and legally qualified to do so.

10. Third-Party Platforms and Services

The Services may involve third-party platforms, software, hosting providers, advertising networks, search engines, ecommerce platforms, artificial intelligence services, APIs, plugins, analytics services, email platforms, or other technologies.

Third-party providers operate independently from SE TN Consultants.

We are not responsible for outages, account suspensions, platform policy changes, pricing changes, algorithm changes, API changes, discontinued services, security incidents, or other actions of third-party providers outside our reasonable control.

Client remains responsible for third-party accounts and agreements held directly by Client.

11. Advertising and Media Spend

Unless otherwise agreed in writing, advertising spend, media purchases, platform charges, and similar third-party costs are separate from SE TN Consultants professional-service fees.

Client is responsible for approved advertising and media expenditures.

SE TN Consultants does not guarantee advertising inventory, cost-per-click, conversion rates, lead volume, platform approval, or campaign performance.

12. No Guarantee of Results

Client acknowledges that marketing, SEO, AI discoverability, advertising, ecommerce, website performance, technology consulting, and business strategy involve numerous factors outside the control of SE TN Consultants.

We do not guarantee specific:

• Search engine rankings;
• AI platform visibility, citations, or recommendations;
• Website traffic;
• Lead volume;
• Conversion rates;
• Advertising results;
• Sales;
• Revenue;
• Return on investment; or
• Other business outcomes.

SE TN Consultants agrees to provide the Services professionally and in accordance with the applicable SOW but does not warrant a particular commercial result.

13. Artificial Intelligence and Automated Technologies

SE TN Consultants may use artificial intelligence, automation, machine learning, and related technologies to assist with research, analysis, content development, structured data, reporting, software development, workflow automation, and delivery of the Services.

AI-assisted materials may require human review and may contain errors or become outdated.

SE TN Consultants will use reasonable judgment regarding the use of Client information with third-party AI systems and will handle personal data according to applicable privacy and data-processing obligations.

Client remains responsible for final approval of Client-facing materials where approval is reasonably required.

14. Confidentiality

Each party may receive confidential or proprietary information belonging to the other.

Each party agrees to use reasonable measures to protect such information and to use it only as reasonably necessary to perform or receive the Services.

Confidential information does not include information that:

• Is publicly available through no breach of this Agreement;
• Was lawfully known without confidentiality obligations;
• Is received lawfully from another source without confidentiality restrictions; or
• Is independently developed without use of the other party's confidential information.

Confidentiality obligations survive termination of the applicable engagement.

15. Data Protection and Privacy

Each party agrees to comply with privacy and data-protection obligations applicable to its activities.

Where SE TN Consultants processes personal data on behalf of Client, such processing may also be governed by the SE TN Consultants Data Processing Addendum (“DPA”), which may be incorporated into the applicable engagement.

Client is responsible for having appropriate authority and lawful grounds to provide personal data to SE TN Consultants for processing.

16. Credentials and System Access

Client may provide SE TN Consultants access to websites, hosting accounts, advertising platforms, ecommerce systems, analytics accounts, CRMs, email platforms, or other systems necessary to provide the Services.

SE TN Consultants will use reasonable measures to safeguard credentials and limit access to persons reasonably requiring it for the engagement.

Client should revoke or rotate credentials following termination where appropriate.

17. Intellectual Property

Client Materials

Client retains ownership of materials, trademarks, content, data, and intellectual property supplied by Client.

SE TN Consultants Materials

SE TN Consultants retains ownership of its pre-existing and reusable methodologies, software, frameworks, templates, processes, utilities, know-how, documentation, libraries, development tools, and other intellectual property.

Client Deliverables

Ownership and licensing of custom deliverables created specifically for Client will be governed by the applicable SOW.

Unless otherwise stated in the applicable SOW, transfer of ownership rights in final Client-specific deliverables is conditioned upon payment of all amounts due for those deliverables.

Third-party and open-source components remain subject to their respective licenses.

18. Software and Reusable Technology

Professional service engagements may involve SE TN Consultants software, plugins, tools, libraries, scripts, frameworks, or other reusable technology.

Unless expressly transferred in writing, such reusable technology remains owned or licensed by SE TN Consultants and is not transferred to Client merely because it was used in providing the Services.

Separately licensed SE TN Consultants software products are governed by the applicable Software Subscription, Licensing & Cancellation Policy and any product-specific terms.

19. Backups and Website Changes

Where the Services involve changes to a website, application, server, ecommerce environment, or other production system, Client is responsible for maintaining appropriate backups unless backup responsibilities are expressly assigned to SE TN Consultants in the applicable SOW.

Modern digital environments involve combinations of hosting systems, software, plugins, themes, custom code, APIs, security products, and third-party services.

SE TN Consultants will use reasonable professional care when making authorized changes but cannot guarantee that every modification will be compatible with every third-party component or environment.

20. Suspension of Services

SE TN Consultants may suspend Services where reasonably necessary because of:

• Material nonpayment;
• Security threats;
• Unlawful activity;
• Client conduct that materially prevents performance;
• Material breach of an applicable agreement; or
• Circumstances where continued performance would reasonably create legal, security, or operational risk.

Where reasonably practical, SE TN Consultants will provide notice and an opportunity to address the issue before suspension.

21. Transition Following Termination

Following termination, SE TN Consultants will reasonably cooperate with Client regarding transition of Client-owned accounts, credentials, completed deliverables, and other Client property under our control.

Transition work beyond ordinary account handoff may be billed at the applicable rate if substantial additional services are required.

SE TN Consultants may require payment of outstanding undisputed amounts before releasing deliverables whose transfer is contractually conditioned upon payment.

We will not intentionally withhold Client-owned account credentials solely as leverage over a disputed invoice.

22. Disclaimer of Warranties

Except for obligations expressly stated in the applicable Agreement, and to the maximum extent permitted by law, SE TN Consultants disclaims warranties that are not expressly provided in writing.

Third-party products and services are subject to warranties, if any, provided by their respective providers.

23. Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from the Services, including lost profits or lost business opportunities, except to the extent such limitations are prohibited by law or expressly modified by an applicable SOW.

Any additional limitations or liability caps applicable to a particular engagement may be established in the applicable SOW.

24. Indemnification

To the extent permitted by applicable law, Client agrees to defend, indemnify, and hold harmless SE TN Consultants from third-party claims arising from Client-provided materials, Client's unlawful instructions, Client's violation of applicable law, or Client's infringement of third-party rights.

Any additional or reciprocal indemnification obligations may be established in the applicable SOW.

25. Independent Contractor

SE TN Consultants performs the Services as an independent contractor.

Nothing in this MSA creates an employment, partnership, joint venture, fiduciary, franchise, or agency relationship between the parties.

Neither party has authority to bind the other except as expressly authorized in writing.

26. Force Majeure

Neither party will be responsible for delays or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, widespread internet or infrastructure failures, acts of government, war, terrorism, civil unrest, labor disruptions, major third-party platform failures, or similar events.

This provision does not excuse payment obligations for Services already performed.

27. Governing Law

Unless otherwise stated in an applicable SOW, this MSA and engagements governed by it will be governed by the laws of the State of Georgia, without regard to conflict-of-law principles.

28. Notices

Formal notices concerning termination, material breach, or other contractual matters should be delivered using the contact methods specified in the applicable SOW or Agreement.

Electronic written notice may be permitted where identified in the applicable agreement.

29. Entire Agreement and Order of Precedence

The applicable MSA, SOW, DPA where applicable, approved amendments, and other documents expressly incorporated into the engagement constitute the agreement between the parties concerning the Services.

In the event of a conflict:

1. An expressly negotiated amendment or SOW provision addressing the specific matter;
2. The DPA, for matters specifically concerning processing of Client Personal Data;
3. This MSA; and
4. General website policies,

will control, unless the applicable document expressly provides otherwise.

30. Changes to Standard Terms

SE TN Consultants may update the publicly posted version of its standard MSA periodically.

Changes to the publicly posted MSA do not automatically amend an existing executed Client agreement unless the applicable agreement expressly provides for such updates or the parties otherwise agree to the change.

31. Contact

Questions regarding these standard professional-service terms may be directed to:

Southeast TN Consultants, LLC
PO Box 2261 Fort Oglethorpe, GA 30742
Contact Us