Digital Services Support

Terms & Conditions

Last Updated: February 15, 2020

Terms and Conditions

Whereas:

We’ll always do our best to fulfil your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. What we do want is what’s best for both parties, now and in the future.

The Client is hiring Solharbor to:

Maintain, host, administer and support website and digital marketing related services as agreed by both parties.

 

What do both parties agree to?

Client: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You’ll give us the access, assets and information we tell you we need to perform our work. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner. You also agree to the payment schedule set out at the end of this contract.

Solharbor: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavour to meet every deadline that’s set and on top of that we'll maintain the confidentiality of everything you give us.

 

1. Engagement and Services

(a) The Client retains Solharbor to provide, and Solharbor shall provide, the services described below, (the "Services"):

(i) monitor the overall performance of the Website for functionality on a  basis;

(ii) maintain compatibility with other websites and services as may be designated by the Client from time to time

(iii) procure any equipment, products, or third-party services required to maintain, repair, and update the Website. The Client shall reimburse Solharbor for its actual out-of-pocket cost, without any mark-up, for the purchase of that equipment, products, or third-party services and Solharbor will obtain the prior consent of the Client for any purchase to be made by Solharbor of more than . However, the Client is not obligated to reimburse Solharbor for any portion of services purchased by Solharbor that extend beyond the termination of this agreement;

(iv) perform any corrective maintenance services or repairs reasonably necessary to maintain the operation of the Website;

(v) maintain a current back-up copy of the Website  and archive any files submitted by the Client in secure locations suitable for those materials;

(vi) at the request of the Client, make available at cost any software tools necessary for the Client to update the Website directly, provided that the Client will be responsible for all third-party license and storage fees;

(vii) monitor the overall performance of the Website for functionality, SEO and maintain the Website;

(viii) provide performance reports on request by the Client;

(ix) provide minor updates to the Website, along with server and hosting support;

(x) devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner;

(xi) perform the Services in a workmanlike manner and with professional diligence and skill;

(xii) provide Services that are satisfactory and acceptable to the Client and take every step to ensure the Website remains functional and operating;

(xiii) provide 5 hours of technical support relating to the Website's maintenance and associated digital services per month;

(xiv) maintain password secrecy and notify the Client immediately of any loss or theft of passwords or if the confidentiality of any password has been compromised

 

(b) Of the Client. The Client shall:

(i) cooperate with Solharbor to enable Solharbor to ensure the Website remains functional and up to date;

(ii) provide initial information and supply all materials comprising the then-current Website within 5 days of the Effective Date;

(iii) monitor the content of the Website for items that need to be corrected or updated and provide those updates or corrections to Solharbor as detailed in section 6;

(iv) maintain password secrecy and notify Solharbor immediately of any loss or theft of passwords or if the confidentiality of any password has been compromised

 

 

2. Compensation

(a) Flat Fee. The Client shall pay a Maintenance Fee per month, agreed by both parties separately. 

(b) Additional Services. Any revisions, additions, or redesigns requested by the Client that are not specified in this agreement will be considered "additional" and require separate agreement and payment. Solharbor shall notify the Client about any requested services that constitute additional services.

(c) Schedule. Solharbor shall invoice the Client the Maintenance Fee on a monthly basis. The Client shall pay those invoices immediately on receipt. Each invoice will include any Additional Maintenance Fee, as defined in subsection (d) below, if applicable.

(d) Additional Maintenance Fees. Additional maintenance work requested or authorized by the Client that falls outside the scope of the Services will be billed to the Client  (the "Additional Maintenance Fee").

(e) Reimbursement. Solharbor will invoice the Client for any reimbursements of actual out-of-pocket costs permitted on a monthly basis. Invoices for reimbursement will be paid within 30 days of receipt if receipts for those costs have been received by the Client. The Client will own any equipment or products for which the Client reimburses Solharbor.

 

3. Term

This agreement will become effective on the effective date of this contract and continue for an initial term of 1 year (the "Term"). Unless either party gives written notice to the other at least 30 days before the end of the Term, this agreement will renew automatically for an additional 1 (one) year term. This automatic extension will continue to apply at the end of each extended period until the agreement is terminated.

Termination Procedures. This agreement may be terminated by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 10 days of receipt of written notice.

Effects of Termination. After the termination of this agreement, all licenses granted under this agreement will terminate unless they are expressly stated as surviving. The Client shall promptly pay Solharbor any outstanding amounts owed to Solharbor for services rendered before the effective date of the termination. Solharbor shall return to the Client, at no cost, all materials and information the Client has provided to Solharbor in connection with this agreement, including a complete electronic copy of the then-current Website, no later than 30 days after the Termination Date.

 

4. Confidential Information

(a) We shall not divulge any information about your company, its clients, or finances to any third party.

 

(b) We may from time to time publish case studies or client feedback for which we will ordinarily liaise with the client, although not necessarily seek full editorial approval. In the case of producing a case study, we may divulge statistics such as CTR or conversion rates, and improvements in traffic, customers and return. We will not divulge any information about client work without agreement from the client in writing.

 

5. Maintenance Requests

(a) Procedure for Request. The Client shall submit all requests for maintenance (each, an "Client Maintenance Request") to Solharbor via email. An Client Maintenance Request shall:

(i)  provide Solharbor with clear and specific instructions;

(ii) be reasonable in nature; and

(iii) be within the scope of the Services.

All materials transferred to Solharbor in connection with an Client Maintenance Request must be in acceptable format, which shall be limited to the following: 

(b) Review and Inspection. Solharbor shall promptly notify the Client when the work required under an Client Maintenance Request is complete so that the Client can review that work to ensure its accuracy. The Client shall notify Solharbor of any errors, omissions, and other issues via email or telephone as soon as practicable following discovery. Solharbor shall use its best efforts to resolve any errors, omissions, and issues as quickly as possible.

(c) Routine/Corrective Maintenance. All routine corrective maintenance must be scheduled between the hours of 3 am to 6 am Texas time on to minimize disruption of the Website during peak times (the "Maintenance Time"). If any extra maintenance is required outside of the Maintenance Time, Solharbor will obtain the prior consent of the Client and give the Client at least 1 hours' advance notice.

(d) Timing. Solharbor shall make all updates to the Website within 5 days from the time that Client Maintenance Request is received. Any Client Maintenance Request submitted by the Client after   time or on Saturday, Sunday, or federal holidays will be deemed received on the next business day. If the work to be performed under any Client Maintenance Request cannot be performed within the Maintenance Time, Solharbor shall notify the Client immediately.

 

6. Problems and Security

(a) Minimize Disruption. Solharbor shall use commercially reasonable efforts to minimize disruption of the Website and to schedule maintenance in accordance with this agreement.

(b) Urgent Problem. If the Website suffers from an urgent problem, including the Website becoming unusable, Solharbor understands that time is of the essence and will use best efforts to correct the problem as soon as possible. Solharbor shall continue to update the Client of the status of the problem until the problem is resolved, at which time, Solharbor will immediately notify the Client that the problem has been corrected.

If Solharbor becomes aware of an urgent problem before the Client, Solharbor shall immediately notify the Client of that problem.

(c) Nonurgent Problem. If the Website suffers from a nonurgent problem, Solharbor understands that time is of the essence and will use best efforts to correct the problem as soon as possible. Solharbor will continue to update the Client of the status of the problem until the problem is resolved, at which time, Solharbor will promptly notify the Client during normal business hours that the problem has been corrected. If Solharbor becomes aware of a nonurgent problem before the Client becomes aware of it, Solharbor shall notify the Client during normal business hours of such problem.

(d) Back-up: Solharbor shall back-up the Website as set forth in this agreement.

(e) Security: Solharbor must take commercially reasonable steps to prevent unauthorized access to the Website and any of the Client's Confidential Information, including any data collected on the Website.

               

7. Nature of Relationship

The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of such authority.

 

8. Legal stuff

We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.

That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.

Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.

Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

 

9. Intellectual property rights

Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you’ve permission to use them. When you provide text, images or other artwork to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.

We guarantee that all elements of the work we deliver to you are either owned by us or we’ve obtained permission to provide them to you. When we provide text, images or other artwork to you, we agree to protect you from any claim by a third party that you’re using their intellectual property. Provided you’ve paid for the work and that this contract hasn’t been terminated, we’ll assign all intellectual property rights to you as follows:

You own all intellectual property rights of text, images, site specification and data you provided, unless someone else owns them.

We’ll own any intellectual property rights we’ve developed prior to or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

 

10. Payment schedule

We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.

The Client will pay Solharbor the agreed total price upon receipt of invoice and after the Effective Date of this contract.

 

11. Amendments

No amendment to this agreement will be effective unless it is in writing and agreed by both parties.

 

12. Entire Understanding

Neither of us can transfer this contract to anyone else without the other’s permission.

We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.

This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious, and this contract is a legal document under jurisdiction of United States contract law.