Website Maintenance and Hosting: Scope of Work
Our website maintenance plan includes 8 hours of development and support tasks per month.
We’ll monitor the website for any changes in availability, loading speed, and for broken links to continually provide the best user experience possible. We will also provide a website report each month.
We make weekly backups of your website files and databases that are stored on a separate server from the website itself. If your site is hacked, deleted, or otherwise damaged, just reach out to us and we will restore the most recent backup of the site, no questions asked. Twelve backups will be maintained. Recovery and relaunch of a website from the most recent backup is included at any time without impacting support hours.
We’ll perform routine software updates to keep your site current and up-to-date, including server software updates and WordPress core and plugin updates.
Web hosting is included as well as any managing of the host necessary. Interacting with any other hosting company will be charged hourly. Server specifications: 4GB RAM, 2vCPU, 80GB SSD, 4TB Transfer. Additional servers or changes in the specification will require a change order. Uptime is monitored via a website loading check performed every 5 minutes. Our team will respond to support requests typically within 1-2 business days.
1. GENERAL WORKING AGREEMENT
This document defines the TERMS AND CONDITIONS (T&C) of our relationship. All goods or services (“the Project”) that FIRST ASCENT (or “we”, “our”) may be contracted to produce or provide for CLIENT (or “you”) will be subject to the T&C.
2. THE PROJECT & COMMENCEMENT
We will begin the Project after CLIENT’s payment is received and a recurring payment profile created on FirstAscentDesign.com. Payment for hosting and maintenance services constitutes agreement to these terms.
The Project will proceed according to the timeline agreed upon by the parties per the scope of work.
If the timeline is not adhered to by CLIENT, final delivery date or dates will be adjusted accordingly. The CLIENT needs to be available to provide approvals, feedback, content, or anything else outlined in the scope of work and otherwise maintain contact with FIRST ASCENT during the Project timeline. If CLIENT fails to deliver necessary content, resources, or feedback by the time FIRST ASCENT deems crucial to any deadline, all deadlines and milestones (except payment milestones) will be adjusted accordingly.
CLIENT’s failure to meet timeline/milestone or content obligations for a period of 7 days or more will result in reallocation of FIRST ASCENT’s resources and work on the project will be delayed or may cease. Resuming work on the Project will require a reassembly period that may equal the time of delay. Please note that any adjustments to project deadlines or milestones caused by CLIENT behavior do not affect payment milestones.
If CLIENT’s inactive or unresponsive time exceeds a period of 30 days, this constitutes abandonment of the Project. In such a case, CLIENT will be considered to have cancelled the Project, subject to the consequences outlined in section 11 Term and Termination section. Thereupon, FIRST ASCENT can choose to cease further work on the project. In such case, CLIENT will be granted no right or license to the Project and FIRST ASCENT is absolved of any obligation to resume the Project.
CLIENT agrees to pay FIRST ASCENT according to the Payment Structure stated at FirstAscentDesign.com upon signup.
All payments are non-refundable.
All payments are required. CLIENT shall reimburse FIRST ASCENT for any fees incurred as a result of bounced checks, etc. Unless otherwise specified, interest on past due balances is 18% per annum or 1.5% per month. We reserve the right to refuse delivery of work until past due balances are paid. CLIENT agrees to keep pricing or terms and conditions of this Agreement confidential and will not discuss it with any third party.
5. OUT-OF-POCKET EXPENSES
Unless otherwise agreed, FIRST ASCENT’s fees do not include outside purchases such as, but not limited to photography, stock images, illustrations, hosting, shipping and handling, or courier service. All such expenses will be charged to CLIENT, but only if CLIENT approved the expenses prior to purchase.
If our services are required in out-of-town locations, we will bill CLIENT lodgings, meals, rentals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.
If CLIENT should direct FIRST ASCENT at any time to cancel, terminate, or “put on hold” any previously authorized out-of-pocket expense, we will promptly do so, provided the Client holds FIRST ASCENT harmless for any cost incurred as a result.
6. CHANGE ORDER
The Scope of Work of the Project is set forth above. If CLIENT wants FIRST ASCENT to change the Scope of Work in any material way – by adding, amending, reducing, etc. – the parties must first agree to that change in writing by executing a Change Order in the form attached hereto. CLIENT understands that a Change Order may result in a larger fee.
7. NATURE OF CONTENT
CLIENT guarantees that all elements of text, images or other artwork provided are either owned by CLIENT, or that CLIENT has obtained permission to use them.
8. ERRORS AND OMISSIONS
It is CLIENT’s responsibility to check proofs, comps, and other deliverables carefully for accuracy in all respects. FIRST ASCENT is not liable for errors or omissions. The signature of the CLIENT’s authorized representative is required on all websites or artwork prior to release for printing, digital publication, or other implementation.
9. PROPERTY AND PERFORMANCE OF SUPPLIERS & VENDORS
FIRST ASCENT will take all reasonable precautions to safeguard the CLIENT’s property that is entrusted to FIRST ASCENT. In the absence of negligence on our part, however, we are not responsible for loss, destruction, damage, or unauthorized use by others of such property.
If CLIENT selects his/her own vendors, other than those recommended by FIRST ASCENT, the CLIENT may request that we coordinate their work. If at all possible, FIRST ASCENT will attempt to do so, but we cannot be held responsible for quality, price, performance, or delivery.
10. RIGHTS OF OWNERSHIP
According to the Copyright Law of 1976, the rights to all design and original artwork, including but not limited to printed or digital designs, photography, and or illustration created by independent photographers or illustrators retained by FIRST ASCENT, or purchased from a stock agency on the CLIENT’s behalf, remain with the FIRST ASCENT or the individual artist, photographer, or illustrator. However, once an entire project has been fully paid for by CLIENT and delivered by us, all rights to and ownership of the Project are assigned to CLIENT without reservation, except as follows:
We reserve the right to photograph, digitally reproduce, and/or distribute or publish for our firm’s promotional and marketing needs any work we create for the CLIENT, including mock-ups, screenshots, and comprehensive presentations, as samples for our portfolio, firm newsletter, brochures, slide presentations and similar media.
We agree to store copies of delivered Project materials for a period of 90 days beyond the delivery of a job. Thereupon, we reserve the right to discard them.
11. TERM AND TERMINATION
The term of this Agreement will continue for work in progress until the Project is cancelled in writing, by either party, with one-month’s notice. After cancellation, FIRST ASCENT has no obligation to maintain hosting, domain registrations, backups, or any other files for CLIENT.
All work performed and created for CLIENT for which CLIENT has not paid may be retained by FIRST ASCENT as security until all just claims against the CLIENT are satisfied.
CLIENT acknowledges and agrees that regardless of the number of individuals involved in the project, one individual in their team/company will be appointed to have ultimate responsibility for approvals of the deliverables FIRST ASCENT will create and present. CLIENT further acknowledges and agrees that this one individual must be directly involved in the entire project and must participate in significant events during the project, including initial discovery meeting(s), initial design presentation(s), and any planning meetings. In the event that deliverables are made available to CLIENT for approval and CLIENT fails to respond within 10 days to approve or reject, the deliverables are considered to be approved.
14. WARRANTIES AND REPRESENTATIONS
FIRST ASCENT warrants and represents that, to the best of our knowledge, the Project assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that FIRST ASCENT has full authority to make this agreement; and that the Project prepared by FIRST ASCENT does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that CLIENT or others may make of the product that may infringe on the rights of others. CLIENT expressly agrees that it will hold FIRST ASCENT harmless for all liability caused by the CLIENT’s use of the product to the extent such use infringes on the rights of others, unless FIRST ASCENT has breached their warranties set forth above.
15. RELATIONSHIP OF THE PARTIES
A. Independent Contractor.
FIRST ASCENT is an independent contractor, not an employee of CLIENT or any company affiliated with CLIENT. FIRST ASCENT shall provide the services under the general direction of CLIENT, but FIRST ASCENT shall determine the manner and means by which they are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. FIRST ASCENT and the deliverables prepared by FIRST ASCENT shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to CLIENT COMPANY are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
FIRST ASCENT shall be permitted to engage and/or use third party service providers as independent contractors in connection with the Services (“Agents”). Notwithstanding, FIRST ASCENT shall remain fully responsible for such Agents’ compliance with the various terms and conditions of this Agreement.
C. No Exclusivity
The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. CLIENT is free to engage others to perform services of the same or similar nature to those provided by FIRST ASCENT, and FIRST ASCENT shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by FIRST ASCENT.
16. GOVERNING LAW; EXCLUSIVE VENUE; ATTORNEY’S FEES
This Agreement shall be governed in all respects by the laws of the State of Delaware, without regard to conflict of law principles. You agree that any claim or dispute you may have against FIRST ASCENT DESIGN arising out of or related in any way to this Agreement and the Project may only be resolved by a court located in New Castle County, Delaware. You agree to submit to the personal jurisdiction of the courts located within New Castle County, Delaware for the purpose of litigating all such claims or disputes, and you further agree that FIRST ASCENT is entitled to reimbursement for its reasonable attorney’s fees and costs of suit if it is the prevailing party. If FIRST ASCENT must retain attorneys to collect past due payment(s), FIRST ASCENT will be entitled to CLIENT’s reimbursement for its reasonable attorney’s fees and costs of suit.
If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect.
18. LIMITATIONS OF LIABILITY
No lawsuit or other action may be brought by CLIENT on any claim or controversy based upon or arising in any way out of this Agreement more than one year from the date on which the cause of action arose regardless of the nature of the claim or form of action, whether in contract, tort (including, without limitation, negligence and misrepresentation) or otherwise.
19. INTEGRATION; INTERPRETATION; AMENDMENT
This Agreement shall be considered the final integrated agreement between the Parties, with all prior written and oral agreements and discussions are superseded. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. No amendment, waiver of compliance with any provision or condition hereof, or consent pursuant to this Agreement, will be effective unless evidenced by an instrument in writing signed by the Parties. It is expressly agreed that an email exchange does not meet that definition and that a more formal writing is necessary to constitute an amending instrument.
20. WAIVER OF CLAIMS; INDEMNITY
In no event shall FIRST ASCENT be liable under any circumstances to CLIENT for special, indirect, punitive, incidental, exemplary or consequential damages or losses, including lost profits, loss of business opportunity, or other similar damages resulting from or arising out of this Agreement or the Project, by statute, in equity, in tort, in contract, or any other theory of recovery.
To the fullest extent permitted by law, CLIENT hereby agrees to release, protect, defend, indemnify, and hold harmless FIRST ASCENT from and against any and all claims, losses, damages, and expenses relating in any way to this Agreement or the Project.
21. ACCEPTANCE OF TERMS
The CLIENT’s payment of fees to FIRST ASCENT shall evidence acceptance of these terms. Electronic signatures, including via forms on FirstAscentDesign.com are valid and binding.