Summit Oak designs and builds. SwarmSystem owns the client, the copy, the SEO, and the launch. This document is both halves of that: the overview, which is how the work actually runs week to week, and the agreement, which is what we each sign up to. Read the first half to understand the partnership. Read the second half before you sign it.
Four numbers carry this partnership. Everything after this section is detail underneath them.
SwarmSystem marks up Summit Oak's fee when it quotes the client, and Summit Oak does not see the client price. That is stated plainly here so it is never a discovery later. The $3,000 is what SwarmSystem pays Summit Oak. What the client pays is that fee plus a markup, and the markup is what covers client management, copy and SEO, hosting, launch and analytics, the warranty window, and carrying both the client relationship and the risk of collecting.
The markup is set per proposal and is not disclosed. Summit Oak's fee does not move with it, up or down. That is the point rather than a side effect: Summit Oak is paid the same on a job that closed in one call and a job that took four, and is never exposed to what SwarmSystem did or did not manage to charge for it. Every price in this document is a Summit Oak fee unless it says otherwise. Confirm This states that a markup exists without naming it. Say the word and I will name the range instead.
The split is clean on purpose. Anything that touches the client is Justin. Anything that touches the design or the code is Micah. Where the two meet, the rule is written down rather than negotiated per project.
The North Star is the packet Justin assembles before Micah opens a file. It is the single biggest predictor of whether a build runs to six weeks or drifts to ten. Design work does not begin without it, and the clock in the next section does not start without it either. That protects Micah from designing against a moving target, and it protects Justin from paying for work that gets thrown away.
Six weeks is the target, not a guarantee, and it assumes the client returns feedback inside the five business day window. Every turnaround below is written twice, because the two numbers are different and confusing them is how schedules slip: internal turnaround is 48 hours, which is how fast we move once we have what we need, and client facing turnaround is 5 business days, which is how long the client has to come back to us.
Day 1: onboarding call with the client. Day 2: North Star assembled and the asset inventory checked against what the client actually handed over.
Owner: Justin · Micah receives the packet
Home, one service spoke, one location spoke. These three are the review standard for v1 because they prove the whole system: the brand, the template that will repeat across every service, and the template that will repeat across every city.
Due within 10 business days of the North Star. Target is faster, ideally 3 days, but 10 is the commitment.
Owner: Micah
Justin consolidates every client note into one document and hands it over as a single round. Client has 5 business days to return notes. Micah turns the round internally in 48 hours.
Owner: Justin consolidates · Micah implements
The approved three page system extends across the remaining pages. This is where the ten line items become sixteen live URLs.
Owner: Micah · Justin supplies final copy per page
Same shape as round one and the same two clocks. This is the last included round. Anything after it is quoted at the out of scope rate and approved by the client before work starts.
Owner: Justin consolidates · Micah implements
Final updates, then Justin handles hosting, DNS, deployment, analytics, and tracking. The repository transfers to SwarmSystem at this point and the warranty period starts.
Owner: Justin launches · Micah on call for defects
Summit Oak runs the repository during the build. Once the first three pages are ready, Micah grants SwarmSystem write access so Justin can make small copy and SEO tweaks without spending a feedback round on them. At ship, the repository and its full history transfer to SwarmSystem. Default set Confirm the org, the repo naming convention, and whether transfer means a repo transfer or a mirror push.
The source outline called this ten pages. It is worth being exact, because "ten pages" is the single most likely thing to be argued about eighteen months from now. Ten is the count of line items. Those line items produce twelve unique page designs, and those designs ship as sixteen live URLs. All three numbers are true and all three are written below so nobody has to reconstruct them later.
| # | Line item | Designs | URLs | Note |
|---|---|---|---|---|
| 1 | Home | 1 | 1 | Custom. Part of the v1 review set. |
| 2 | About | 1 | 1 | Custom. |
| 3 | Services hub plus 3 spokes | 2 | 4 | Hub design, plus one spoke template repeated three times. One spoke is in the v1 review set. |
| 4 | Locations hub plus 3 spokes | 2 | 4 | Hub design, plus one spoke template repeated three times. One spoke is in the v1 review set. |
| 5 | Emergencies | 1 | 1 | Optional. Included when the trade needs it, dropped when it does not. Dropping it does not reduce the fee. |
| 6 | Reviews | 1 | 1 | Template. |
| 7 | Blog index | 1 | 1 | Template. |
| 8 | Blog post | 1 | 1 | Template. One design, used by every future post. |
| 9 | FAQ | 1 | 1 | Template. |
| 10 | Contact | 1 | 1 | Template. Form styling included, form backend is Justin's. |
| Total | 12 | 16 | Plus the custom icon set and backgrounds across the whole site. |
Also included in the $3,000 and worth naming so it is never treated as an extra: the custom icon set used across the site, the background treatments, and responsive layouts at desktop, tablet, and mobile. A design that only works at one width is not a delivered design.
Every number here is a Summit Oak fee, on the same basis as the $3,000. What SwarmSystem charges the client for the same item is set separately. One offs that are not on this list go to Micah for a quote before anything is promised to a client.
| Item | Fee to Summit Oak | What it means |
|---|---|---|
| Additional spoke page | $300 | A fourth service page or a fourth city page, built on a template that already exists in the project. No new design work. |
| New unique page design | $600 Default | A page type not on the list of twelve, needing its own layout. The source outline said "$300+ per page, standard template" and did not price this case, so this number is mine to confirm. |
| Scroll animation, standard | $500 | Motion that explains the service or the offer. Sized to the trade. |
| Scroll animation, premium | $1,000 | Storytelling motion. A sequence, not an effect. |
| Out of scope work | $100 / hr | Billed to the client at $150 an hour. Summit Oak is paid $100 of that for the hours it performs. SwarmSystem retains $50 for reviewing, pricing, and carrying the request through client approval. |
Two rounds are included in the $3,000. The hard part is never the rounds themselves, it is the small requests that arrive between them and quietly add up to a third round nobody was paid for. So the boundary is written as a rule with a number in it rather than as a feeling.
The structure is pay when paid, mirrored. The client pays SwarmSystem in two halves and Summit Oak is paid in two halves that track them. SwarmSystem does not front the build, and Summit Oak is never waiting on a milestone that has no cash behind it.
There is no kill fee in either direction, and SwarmSystem never owes Summit Oak money it has not collected from the client. Both sides absorb their own unbilled time. The two part trigger above is what makes that work: because Summit Oak's first half waits for the North Star and not just the deposit, a project that dies in week one leaves neither side out of pocket. Clause 18 carries the full table.
The source outline carried a line reading "play by ear, if taking too long do 25% 25%." Read straight, that is a switch from two payments to four. Written as a rule: if more than 8 weeks pass between North Star acceptance and ship for reasons not caused by Summit Oak, billing converts to four payments of 25%, at North Star acceptance, v1 acceptance, full build delivery, and ship. It exists so a client who goes quiet for a month does not turn into Summit Oak carrying an unpaid half for a month. My reading This is the one line in the source outline I had to interpret. Confirm the trigger and the four milestones.
Everything above describes how the work runs. Everything below is what each side is actually agreeing to. Where a clause carries an amber flag, it is a default I set because the source outline did not cover it, and it needs a yes or a different number before signature.
This agreement is between Day by Day Digital LLC, operating the SwarmSystem brand, referred to here as SwarmSystem, and Summit Oak, referred to here as Summit Oak, signed by Micah Burgess on its behalf. The contracting party is the company, not Micah personally. Fill in Summit Oak's exact registered name, entity type, and state of formation, for the signature block.
It is a master agreement. It governs every website project SwarmSystem assigns to Summit Oak, and each project is scoped by its own written assignment naming the client, the page list, the fee, and the dates. Nothing here obligates SwarmSystem to send a minimum volume of work, and nothing here obligates Summit Oak to accept any particular project. Neither side is exclusive to the other. Default
Summit Oak is an independent contractor, not an employee, partner, joint venturer, or agent of SwarmSystem. Summit Oak controls its own hours, methods, location, and tools. Summit Oak is responsible for its own taxes, insurance, equipment, and software licenses, and receives no benefits, withholding, or reimbursement of overhead. SwarmSystem will issue a Form 1099 where required and Summit Oak will supply a current Form W-9 before the first payment.
Neither party may bind the other to any obligation, contract, or representation.
For the base fee, Summit Oak designs and builds the page set described in the Overview above: ten line items, twelve unique page designs, sixteen live URLs, plus the site wide custom icon set and background treatments, delivered responsive at desktop, tablet, and mobile.
Work outside that set is priced from the table in the Overview and is not started until SwarmSystem has approved it in writing. Verbal approval is not approval.
Design work begins when SwarmSystem delivers a complete North Star packet containing all eight items listed in the Overview. The ten business day clock for design v1 runs from the delivery of a complete packet, not from project signature. If the packet is incomplete, Summit Oak may identify the missing items and the clock does not start until they arrive.
The base fee is $3,000 per website, payable to Summit Oak. This is a Summit Oak fee, not a client price. SwarmSystem quotes the client Summit Oak's fee plus a markup covering client management, copy and SEO, hosting, launch and analytics, warranty, and the collection risk. SwarmSystem sets that markup at its sole discretion, per proposal, and is not required to disclose it. Summit Oak's fee does not change with the client price, up or down.
The base fee may be adjusted for future projects by written agreement of both parties. It is not adjusted mid project.
Payment is pay when paid. Summit Oak's first 50% is payable within 5 business days of the later of two events: the client's deposit clearing to SwarmSystem, and SwarmSystem delivering a complete North Star. Both have to be true. The deposit alone does not trigger it, so a project that dies before there is any work to do leaves neither party out of pocket. The final 50% is payable within 5 business days of the client's final payment clearing. Default The 5 business day window is mine; the two part trigger is the mechanism that keeps clause 18 true.
If more than 8 weeks pass between North Star acceptance and ship for reasons not caused by Summit Oak, the schedule converts to four payments of 25% at North Star acceptance, v1 acceptance, full build delivery, and ship. My reading
Summit Oak invoices by email. SwarmSystem notifies Summit Oak when a client payment clears so the invoice can be raised without chasing. Confirm Invoice destination, payment method, and whether late payment carries interest.
A request is out of scope when it falls outside the page set, or when it arrives after round two closes, or when a single request inside a round would take more than one hour. Requests estimated above one hour are stopped, estimated, and quoted to the client at $150 per hour before work resumes. No request is absorbed above two hours under any circumstance.
Of that $150, Summit Oak is paid $100 per hour for the hours it performs, and SwarmSystem retains $50 per hour for reviewing the request, pricing it, carrying it through client approval, and managing it to done.
Both parties log every client request, including small ones, in the shared project tracker so the running total is visible to both sides at all times.
Design v1 is due within 10 business days of a complete North Star. Internal turnarounds on feedback rounds are 48 hours. Summit Oak responds to SwarmSystem messages within 1 business day during standard business hours, Central time. Default
Summit Oak gives at least 10 business days notice of any vacation or blackout period that would affect an active project. Default
A first missed deadline, raised in advance with a new date, carries no penalty. Repeated slippage without notice is grounds for SwarmSystem to reassign in flight work, paying Summit Oak pro rata for accepted milestones only.
A page is delivered when it renders correctly at 1440px, 768px, and 390px, produces no console errors, meets WCAG AA contrast on text, and scores 85 or higher on Lighthouse performance on mobile. Default These are the standards we already hold our own builds to. Confirm they are reasonable for Summit Oak or name different ones.
SwarmSystem accepts or returns a delivery within 48 hours. Silence past 48 hours is acceptance.
Summit Oak hosts and runs the project repository during the build. Once the first three pages are ready, Summit Oak grants SwarmSystem write access so SwarmSystem can make copy and SEO edits directly without consuming a feedback round.
At ship, Summit Oak transfers the repository and its complete commit history to SwarmSystem and retains no administrative control over it. Summit Oak may keep a local copy for its own records, subject to the confidentiality clause. Confirm Repo transfer or mirror push, and which GitHub organization receives it.
Summit Oak does not receive client hosting, DNS, analytics, CRM, or email credentials. Deployment and everything after go live is SwarmSystem's.
All deliverables are work made for hire. To the extent any deliverable does not qualify as work made for hire by operation of law, Summit Oak irrevocably assigns to SwarmSystem all right, title, and interest in it, including all copyright, effective on payment of the fee for that project. SwarmSystem assigns those rights onward to the client, because clients owning everything we build for them is a promise SwarmSystem makes in writing and cannot make unless this clause holds.
Summit Oak retains the right to reuse its own general techniques, methods, and non client specific components on other work. It does not retain rights in the client's brand assets, the client's copy, or the specific design executed for that client.
Summit Oak sources and pays for any fonts, icons, stock photography, plugins, or libraries used in a build, within the base fee. Every such asset must carry a license that permits commercial use and transfer to the end client. Summit Oak delivers a list of every third party asset used, with its license, at ship.
Summit Oak does not use any asset it is not licensed to use. If an asset the client wants requires a license SwarmSystem must buy, Summit Oak flags it before using it rather than after.
Each party treats the other's non public information as confidential: client names and data, call recordings and transcripts, pricing, proposals, research, credentials, and the contents of this agreement. Neither party discloses it to a third party or uses it for anything other than performing this agreement.
This survives termination by 3 years. Default Information that is public through no fault of the receiving party, or independently developed, is not covered.
SwarmSystem is the sole client facing voice. Summit Oak does not contact, email, call, or meet a SwarmSystem client except when SwarmSystem invites it onto a specific call or thread. Where Summit Oak does appear, it appears as part of the SwarmSystem team.
Client feedback reaches Summit Oak only through SwarmSystem, consolidated into a round. Summit Oak is not asked to interpret raw client messages, and is not accountable for requests that never came through SwarmSystem.
For 24 months after the last project under this agreement, Summit Oak does not solicit, and does not accept, direct website, design, or marketing work from any client it was introduced to through SwarmSystem, or from any prospect whose materials it saw through SwarmSystem. Default
This does not restrict Summit Oak from working with anyone it had an existing relationship with before the introduction, or from operating its own business generally. It is narrow on purpose: it protects the introduction, not Summit Oak's livelihood.
If a SwarmSystem client approaches Summit Oak directly, Summit Oak tells SwarmSystem rather than declining quietly or accepting quietly.
Summit Oak may display the finished work in its portfolio and on its own channels 30 days after the site goes live, described as work performed for SwarmSystem. Default
Summit Oak does not claim the client relationship, does not publish client data, metrics, pricing, or internal materials, and removes a piece on written request from SwarmSystem where the client objects.
For 30 days after launch, Summit Oak corrects defects in its own build at no charge: broken layouts, non functioning components, responsive failures, and console errors present at delivery. Default
The warranty does not cover new requests, content changes, client edits, third party service changes, or anything SwarmSystem changed after transfer.
There is no kill fee running in either direction. If a client walks away mid project, both sides absorb their own loss: Summit Oak its unbilled design time, SwarmSystem its unbilled management time and its margin. Neither party owes the other a penalty, a termination fee, or damages because a client changed its mind.
SwarmSystem never owes Summit Oak money it has not collected from the client. Pay when paid governs a cancellation exactly as it governs a normal build. Summit Oak's entitlement on any project is capped at the client funds SwarmSystem has actually received for that project.
| Cancelled at | Summit Oak receives |
|---|---|
| Before the client deposit clears | Nothing. There is no project until the deposit clears. |
| After the deposit clears, before the North Star is delivered | Nothing. Summit Oak's first half is not triggered yet, because the trigger is the later of the deposit clearing and the North Star landing. No work has been asked for. |
| After the North Star, at any point before ship | Its first half, $1,500, paid out of the client deposit SwarmSystem already holds. Nothing further. |
| After the full build is delivered, client never pays the balance | Its first half, $1,500. The final $1,500 becomes payable only if and when SwarmSystem collects the client's final payment, in proportion to what is actually collected, within 5 business days of it clearing. |
SwarmSystem pursues an unpaid client balance in good faith and tells Summit Oak what it recovers and when. Summit Oak is not asked to chase the client and does not contact the client about money.
Termination. Either party may end this agreement on 14 days written notice. Projects already in flight either run to completion under these terms or are settled using the cancellation table above, at SwarmSystem's election. Either party may terminate immediately for material breach that is not cured within 10 days of written notice.
Liability. Neither party is liable to the other for indirect, incidental, or consequential damages, including lost profits. Each party's total liability arising from a project is capped at the fees paid to Summit Oak for that project.
Indemnity. Summit Oak indemnifies SwarmSystem against claims that its deliverables infringe a third party's intellectual property or that it used an unlicensed asset. SwarmSystem indemnifies Summit Oak against claims arising from copy, data, or materials SwarmSystem supplied, and from SwarmSystem's own client relationships.
Subcontracting. Summit Oak may use its own help, and remains fully responsible for that work, its quality, and its confidentiality. Client confidential material does not go to a third party without SwarmSystem's written approval.
AI tools. Permitted. Client confidential material is not submitted to any third party model that trains on submitted input. Output is reviewed by a human before delivery, and Summit Oak warrants delivered work as its own under the ownership clause regardless of the tools used to produce it.
Governing law. Texas, with venue in Travis County. Default
Entire agreement. This document, plus each written project assignment, is the whole agreement and replaces prior discussions, including the working outline this was drafted from. Amendments are written and signed by both parties. If a clause is unenforceable, the rest stands. Neither party may assign this agreement without the other's written consent, except to a successor of substantially all of its business.
Signing this covers every project assigned after the effective date. Each individual build is then confirmed by a short written assignment naming the client, the page list, the fee, and the dates.
Signing stamps the date automatically and locks that half of the block. The effective date is the later of the two signature dates. Once both halves are signed this agreement is in force and stands for every project assigned after that date, until either party ends it under clause 19.
Signatures are stored in this browser only. To execute it properly: each party opens their own copy, signs, and uses Save signed copy below to produce a file carrying their signature, or prints and signs by hand. Neither method is a substitute for a witnessed e-signature service if either party wants one.
Four items were settled by operator ruling on 2026-09-15 and are now written into the clauses above. Everything in the table below is still open: each one is flagged amber in the document, each is a default I set because the source outline did not cover it, and each needs a yes or a different answer before this is sent.
| # | Open item | My default | Why it matters |
|---|---|---|---|
| 1 | Summit Oak's registered name | Blank in the signature block | Not a ruling, a fact I do not have. Exact registered name, entity type, and state of formation. |
| 2 | New unique page design | $600 | Your "$300+ per page, standard template" priced a repeat, not a new design. The plus sign needs a number. |
| 3 | The 25% / 25% fallback | Converts to four 25% payments past 8 weeks | The most ambiguous line in the source outline. Confirm the trigger and the four milestones. |
| 4 | Payment window | 5 business days after the trigger | Pay when paid without a window is just "eventually." |
| 5 | Non solicit period | 24 months | Protects the introduction. Too long reads hostile, too short is no protection. |
| 6 | Warranty period | 30 days after launch | Undefined, this becomes free work forever or an argument at day 45. |
| 7 | Acceptance standard | 1440 / 768 / 390, no console errors, AA contrast, Lighthouse 85 mobile | "Done" needs a testable definition or every handoff is a negotiation. |
| 8 | Repo transfer mechanics | Full transfer with history at ship | Micah runs the repo during build. Confirm which org receives it, and transfer versus mirror. |
| 9 | Micah response SLA | 1 business day, Central hours, 10 days vacation notice | Not in the source. Sets the expectation without micromanaging. |
| 10 | Portfolio rights | 30 days post launch, credited to SwarmSystem | Micah will want this. Better granted on your terms than assumed. |
| 11 | Confidentiality survival | 3 years past termination | Standard. Confirm or extend. |
| 12 | Governing law | Texas, Travis County | Depends where Summit Oak is registered. If out of state, worth a conversation rather than a default. |
| 13 | Exclusivity and volume | Neither. Per project, no minimum, no right of first refusal | The loosest reading. If you want Micah reserving capacity, that is a different deal and should be paid for. |
There is no clause anywhere about who owns the work. That is the one gap that could actually hurt. SwarmSystem tells every client, in writing, that they own everything we build and that leaving is easy. That promise is unenforceable unless Summit Oak assigns its rights to SwarmSystem first. Clause 11 is what makes the client promise true, and it is the clause I would not ship without.