Legal
Version 2 · Effective November 5, 2026
This Master Services Agreement ("Agreement") sets the standard terms for all work Group B, LLC, an Iowa limited liability company ("Group B," "we," "us"), does for its clients. It becomes binding between Group B and a client ("Client") when Client signs a Statement of Work ("SOW") that references it. Each SOW brings these terms in by reference. The scope, deliverables, timeline and fees for each project live in its SOW.
Signed an SOW under version 1? It stays under version 1, which you can read at grp-b.com/msa/v1.
Group B will perform the Services described in each SOW. Services may include strategy, website design and development, hosting, search engine and answer engine optimization, email and text marketing, paid advertising, analytics, photo and video production, brand work and related services. If an SOW conflicts with this Agreement, the SOW controls for that project only.
Our standard rate is $125 per hour unless an SOW sets a different rate or a fixed fee. Each SOW states its total fee or monthly fee, how it is billed and any not-to-exceed cap.
Unless an SOW says otherwise, project fees are billed 50% when the SOW is signed and 50% when the work, or the relevant phase, is complete. Invoices are due on receipt unless the SOW sets other terms.
If an invoice is more than 15 days past due, Group B may pause work until the balance is paid, and the unpaid balance carries interest of 1% per month or the highest rate the law allows, whichever is lower. Client will pay the reasonable costs of collecting past-due amounts, including attorney fees. Timelines move by the length of any pause.
Retainers are billed monthly in advance. Each Retainer SOW states its monthly fee, what it covers and any minimum term. Unused hours or deliverables do not roll over to the next month unless the SOW says so.
After any minimum term, a Retainer continues month to month until either party ends it with 30 days' written notice. If Client ends a Retainer before its minimum term is up, the fees for the rest of the minimum term are still due, unless Client is ending it because Group B materially breached this Agreement and did not fix the breach within 15 days of written notice.
Client will provide timely feedback, content, approvals and access to the accounts and tools Group B needs. Review speed is usually the biggest factor in how long a project takes, and delays on Client's side move the timeline. Client is responsible for the accuracy and legality of anything Client provides for use in the Deliverables, including text, photos, logos, trademarks, product claims, prices and customer lists.
Each SOW includes a set number of revision rounds that fits its scope. Small adjustments and refinements are part of normal work. A material change, meaning one that meaningfully grows the scope, changes the deliverables or calls for substantial rework, needs written approval and may be billed at our standard rate, subject to any not-to-exceed cap in the SOW.
Group B will do the work well and work toward the goals in each SOW, but we do not guarantee any specific result. That includes search rankings, placement in AI answers, website traffic, speed scores, leads, calls, sales, email or text performance, ad costs or return on ad spend. Any figures on our website, in proposals or in conversation are typical ranges or past results, not promises. Search engines, ad platforms, email providers and other third parties change their rules and systems without notice, and those changes are outside our control.
Group B will perform the Services in a professional, workmanlike way. For 30 days after a website or other build goes live, we will fix defects in our own work at no added charge. After that, fixes and changes are covered by a hosting plan or Retainer if Client has one, or billed at our standard rate. This does not cover problems caused by changes made by Client or others, third-party plugins, apps or platform updates, or hosting Group B does not manage.
Once Client has paid all fees due under an SOW, Client owns the final Deliverables made under that SOW, including the raw photo and video files from shoots for that SOW. Until then, Client may use the Deliverables only to review them. Drafts, concepts and options Client did not choose stay with Group B.
Group B keeps ownership of its pre-existing tools, code libraries, templates, frameworks, processes and methods. Where any of those are built into a Deliverable, Group B gives Client a perpetual, royalty-free license to use them as part of that Deliverable. Third-party software, plugins, themes, fonts, stock photos, music and services stay under their own licenses.
Accounts for Client's business, such as the domain name, hosting, ad accounts, analytics, Google Business Profile, email and text platforms and online store, should be in Client's name with Client as owner. If Group B opens an account for Client, Group B will transfer ownership to Client on request once the related fees are paid. Client's domain name always belongs to Client.
When an SOW ends, Group B will hand over any logins it holds for Client's accounts and remove its own access within 10 business days of Client's request.
If an SOW includes managed hosting, Group B will keep the site hosted, updated and backed up, and will respond to problems as the SOW describes. We work to keep sites online but cannot promise uninterrupted service. Hosting is billed monthly in advance and follows the Retainer terms in Section 3.
If hosting ends, Group B will provide a full copy of the site's files and database within 10 business days of Client's request, once Client's balance is paid. Hands-on help moving the site to a new host is billed at our standard rate.
Where an SOW uses third-party platforms, such as hosting, a content management system, Shopify, Klaviyo, ad platforms, analytics, fonts or stock media, Client pays those fees directly unless the SOW says otherwise. Group B may recommend providers and set up accounts for Client, but the accounts and their terms are Client's. Group B is not responsible for outages, data loss, policy changes or price changes by third-party providers. Ad spend is always Client's cost and is separate from Group B's fees.
Group B may handle Client's customer data, such as email lists, phone numbers and order history, while doing the work. Group B will use that data only to perform the Services, protect it with reasonable safeguards, never sell it, and delete or return it within 30 days after the related SOW ends if Client asks.
Client is responsible for having the right to collect and use its customer data, including any consent needed to send marketing email and text messages under laws such as CAN-SPAM and the Telephone Consumer Protection Act.
Each party will keep the other's Confidential Information private and use it only to perform or receive the Services. Confidential Information includes non-public business plans, financials, customer data, internal messages and anything marked or reasonably understood as confidential. This duty lasts for two years after the last SOW ends, and for customer data it lasts as long as Group B holds the data. It does not cover information that is or becomes public through no fault of the receiving party, that was developed independently, or that the law requires to be shared.
Group B may use software tools, including AI tools, in research, planning and production. A person at Group B reviews every Deliverable before it goes to Client. Group B will not put Client's Confidential Information into any tool that uses it to train models available to the public.
Even with Section 13 in place, Group B may show, describe and link to Public-Facing Work Product in its portfolio and marketing, and may name Client and show Client's logo, without further approval. "Public-Facing Work Product" means finished work the general public can see: live websites and landing pages, public ads, public brand assets and the like.
If Client is satisfied with the Services under an SOW, Client agrees to make a good-faith effort to give a short written or video testimonial. Group B will draft or produce it, and Client will not unreasonably withhold approval of the final version. Client may decline for a reasonable business or personal reason.
Group B may use trusted contractors to help perform the Services. They are bound by confidentiality terms at least as strict as these, and Group B stays responsible for their work.
Either party may end a project SOW with written notice. Retainers and hosting end as described in Sections 3 and 10. Either party may also end any SOW right away if the other materially breaches this Agreement and does not fix it within 15 days of written notice.
When an SOW ends, Client pays for all work done through the end date, including work in progress, plus any third-party costs Group B has committed to and cannot cancel. An upfront payment is non-refundable once work has started. If Client ends an SOW after paying upfront but before work starts, Group B will refund the upfront payment minus any third-party costs already incurred.
Ending this Agreement ends every active SOW. Ending one SOW does not affect any other SOW or this Agreement. Sections 2, 6, 8, 9, 12, 13, 15, 20, 21, 24 and 25 continue after this Agreement ends.
Group B is an independent contractor, not Client's employee, agent, partner or joint venturer. Group B handles its own taxes, insurance and benefits.
Group B's total liability arising out of or related to this Agreement or any SOW, under any legal theory, will not exceed the fees Client paid Group B under the relevant SOW in the 12 months before the claim. Neither party is liable to the other for indirect, incidental, consequential, special or punitive damages, including lost profits, lost revenue or lost data, even if told such damages were possible. This section does not limit Client's duty to pay fees owed.
Client will defend and hold Group B harmless from claims arising from content, assets, trademarks, customer data or information Client provides, or from Client's use of the Deliverables in a way that breaks the law or another's rights. Group B will defend and hold Client harmless from claims that original work Group B created (not including Client-provided materials or third-party assets) infringes someone else's intellectual property.
Neither party is responsible for delays or failures caused by events outside its reasonable control, such as natural disasters, power or internet outages, platform outages, government action or illness, as long as it gives notice and resumes as soon as it reasonably can. This does not excuse paying for work already done.
Written notice may be given by email to the addresses on the SOW. Notice to Group B goes to grant@grp-b.com, or by mail to 812 Washington St, Suite 1, Burlington, IA 52601.
The parties will first try in good faith to settle any dispute by talking it through. If that fails, they will try mediation in Iowa before going to court. Any dispute still unresolved will be heard in the state or federal courts in Iowa, and both parties agree to those courts' jurisdiction.
The laws of the State of Iowa govern this Agreement, without regard to conflict of laws rules.
This Agreement and the signed SOWs are the whole agreement between the parties on this subject and replace any earlier understandings. If any part of this Agreement is found unenforceable, the rest stays in effect. Neither party may assign this Agreement without the other's written consent, except to a successor that takes over the business. SOWs and change approvals may be signed electronically, and an electronic signature counts the same as a handwritten one.
This Agreement is not signed on its own. It becomes part of each SOW, and signing an SOW binds both parties to these terms for the work in that SOW. Every SOW includes this language above the signature block:
"This Statement of Work is governed by and incorporates the Group B Master Services Agreement, Version 2, effective November 5, 2026, published at grp-b.com/msa. By signing this SOW, Client agrees to the terms of that Agreement and this SOW. Where this SOW conflicts with the Agreement, this SOW controls for this project."
Group B may publish new versions of this Agreement. A new version applies only to SOWs signed after it is published. Each SOW is governed by the version named in it, and past versions stay available at grp-b.com/msa. Changes to how this Agreement applies to a specific project must be made in writing in that project's SOW or a signed change order. Group B will send a copy of any version to a Client on request.
Group B, LLC
812 Washington St, Suite 1
Burlington, IA 52601
grant@grp-b.com · (737) 305-5344
