OVERHAULICS UPDATES AND MAINTENANCE CONTRACT


This Contract for Time Tracked* Updates and Maintenance Services* on the domain  is entered into this , as between Overhaulics, the Computer Services Provider, (hereinafter “PROVIDER”) and

(the Updates and Maintenance Services Client, hereinafter “CLIENT”) for the purposes of obtaining Time Tracked* Updates and Maintenance Services as designed and provided by the PROVIDER and as defined below.

In consideration of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the PROVIDER and CLIENT hereby agree as follows:

ARTICLE I. Updates and Maintenance Services To Be Provided

      1. SERVICES DEFINED:

        • Time Tracked: Every minute of work provided by PROVIDER will be tracked to determine amount due by CLIENT.
        • Updates and Maintenance: The work involved in adding content, features or functionality for the CLIENT.
        • Web Content: All images and writing that will populate the website.
        • WordPress CMS: A free and open source blogging tool and a Content Management System (CMS) used to build the CLIENT website.
        • Placeholders (Lorem Ipsum): Dummy text of the printing and typesetting industry that allows the CLIENT to visualize the page prior to adding the actual content.
        • Project Assets: All images, coding, purchased plugins, files and databases.  This does not include content provided by the CLIENT.
        • Themes and Plugins: 3rd party software developed to enhance the capabilities of WordPress and used to build the CLIENT website.

      2. INFORMATION PROVIDED BY CLIENT

        1. CLIENT is responsible for providing all new site content through emails to the PROVIDER at the following address: (kyle@overhaulics.com).  This includes all new images and graphics to be used throughout the site, as well as all written content required for the updates. 

        2. The CLIENT must also provide sufficient information on their desired updates, such as: a proposed layout and in what format the new/updated content is to be displayed on the site.

        3. If the updates to the site utilizes or connects to an outside service with recurring payments, the CLIENT must register for these services and provide all information required to link the service with the site to the PROVIDER.  The PROVIDER will not setup or register these services for the CLIENT.

      3. SERVICES PROVIDED BY PROVIDER:

        1. The PROVIDER will provide an estimate to CLIENT for the updates as well as an hourly rate that CLIENT must agree to prior to PROVIDER implementing updates. 

        2. The PROVIDER will use content provided by the CLIENT to update the CLIENTS existing WordPress*website.  Once the PROVIDER has completed the requested work, the PROVIDER will seek feedback from the CLIENT and make any requested changes. All requested changes should be communicated via electronic correspondence.  This process will repeat until the CLIENT is satisfied with the updates.

        3. The PROVIDER will not be supplying original images or writing original site content.  

        4. If CLIENT wants the PROVIDER to include stock images, CLIENT agrees to pay for the additional time associated with finding them and any cost of the image itself from the seller. 

      4. UPDATE TIMEFRAME

        1. The PROVIDER will provide an implementation estimate to the CLIENT within 2 business days of receipt of all necessary information and web content required for the update from the CLIENT.

        2. If the CLIENT does not have all the necessary information available, the PROVIDER will provide an estimate based upon the information that is currently available.  

        3. The PROVIDER shall not incur any liability or penalty for delays in the completion of the updates due to actions or negligence by the CLIENT, unforeseen illness, or external forces beyond the control of the PROVIDER. If such event(s) occur, it shall entitle the PROVIDER to extend the completion/delivery date by a time equivalent to the period of such delay.

ARTICLE II. Payments

      1. COST FOR SERVICES

        1. The cost of the updates will be determined by the PROVIDER through time tracked* labor. Prior to the start of any updates, an estimate must be accepted by the CLIENT and the Overhaulics Labor Contract must be signed by both CLIENT and PROVIDER.

        2. Any alteration or deviation from the original terms of the Overhaulics Labor Contract must be agreed upon in writing and said deviation from the original terms of the contract shall be subject to the written approval of both the PROVIDER and the CLIENT.

      2. PAYMENT OPTIONS

        1. CLIENT can pay online via an invoice provided via email by the PROVIDER, view-able in the Client Area of the Overhaulics website.  Acceptable payment methods include: Credit Card, Check, Paypal and Bitcoin.  

      3. DOWN PAYMENT FOR SERVICES

        1. Large updates will require a 50% down payment of the estimated cost provided by PROVIDER prior to implementing the CLIENT’S updates.

        2. CLIENT must make a down payment equal to 100% of the PROVIDERS capital purchases of Themes and Plugins needed for the updates BEFORE PROVIDER will implement CLIENT’S updates.

          • Capital costs are software and therefore non-refundable purchases.
      4. PAYMENT FOR SERVICES

        1. Upon completion of all updates by the PROVIDER, CLIENT will be provided a final Invoice that must be paid in full.  

ARTICLE III. Representations and Warranties

      1. COMMUNICATION

        1. All communication between PROVIDER and CLIENT shall be via electronic correspondence.

        2. If CLIENT stops responding to email communication for a period of thirty (30) days during the upgrade process, the upgrades will be cancelled upon written notice, via electronic correspondence to the CLIENT, any monies paid will be forfeited to the PROVIDER and the contract will become null and void.

          • Updates restarted after that time will be subject to the current availability of the PROVIDER, and will be re-quoted based on current rates for the services remaining. PROVIDER will seek a 50% down payment on the re-quoted piece for remaining work, and will re-start work on the project upon receipt of the down payment.

      2. COPYRIGHT

        1. The CLIENT guarantees that any information, including, but not limited to the following: text, graphics, photos, designs, trademarks, or other artwork furnished to the PROVIDER for inclusion in the updates are owned by the CLIENT, or that the CLIENT has express permission from the rightful owner to use each of the elements. CLIENT agrees to indemnify and hold harmless, protect and defend the PROVIDER and its subcontractors from any claim(s) and/or suit(s) arising from the use of such information furnished to the PROVIDER by the CLIENT.

      3. PROFESSIONAL PHOTOGRAPHY

        1. If CLIENT submits professional photographs to PROVIDER for use within the website or in print media, the CLIENT will also need to supply a signed release from the photographer allowing PROVIDER to use the photographs in any designs PROVIDER creates for CLIENT, for inclusion in CLIENT’S website.

      4. OWNERSHIP OF ASSETS

        1. The PROVIDER retains ownership and copyright of all graphics and original artwork used in the updates, whether preliminary or final, until payment has been received in full. Upon receipt of full payment for all services rendered, ownership of the graphics and artwork created by the PROVIDER are transferred to the CLIENT.

          • The CLIENT does not receive the right to redistribute such graphics or artwork upon receipt on CLIENT website. CLIENT can only use such artwork and graphics in it’s own website.

          • Rights to photographs, artwork and graphics not owned by the PROVIDER are specifically not transferred to the CLIENT upon completion of the project, and shall remain the property of the respective owners (such as royalty free photos, graphics and artwork in themes and plugins, etc.)

        2. The PROVIDER retains ownership of all updated coding, theme and plugins files within the updated website, whether preliminary or final, until payment has been received in full. Upon receipt of full payment for all services rendered, ownership of the coding, theme and plugins files within the designed website created by the PROVIDER are transferred to the CLIENT.

          • All assets used by the PROVIDER from third party sources, purchased or free used in the project are transferred to the CLIENT, upon payment in full.

          • Purchased third party assets grant the CLIENT the right to make use of the original work, but on only the updated site.

      5. PROOFING OF UPDATES

        1. PROVIDER shall make every effort to ensure the updated site is free of any grammatical and spelling errors. It is agreed that it is the CLIENT’S responsibility to ensure that there are no spelling or grammatical errors contained in the submitted updates.

          • It is agreed that the PROVIDER is not responsible or held liable for any grammatical or spelling errors contained in the site once final payment has been made.

      6. CANCELLATION AND REFUND POLICY

        1. If the PROVIDER has received an initial down payment or subsequent payment that is unproportional to the work completed on the update, the such over-payment can be refunded to the CLIENT. Update completion percentage is to be determined by the PROVIDER and does not require mutual agreement with the CLIENT.

      7. CHARGEBACKS

        1. If PROVIDER receives a chargeback or payment dispute (i.e. Credit Card Dispute) from a credit card company or bank, CLIENT’S service and/or project will be suspended immediately after written notice is provided via electronic correspondence by the PROVIDER to the CLIENT. A $50 chargeback fee (issued to recover fees passed on to PROVIDER by the credit company), plus any outstanding balances accrued as a result of the chargeback(s) must be paid in full before service is restored, or any further work is commenced by PROVIDER.

          • CLIENT is advised to contact PROVIDER immediately via electronic correspondence to discuss any billing issues. Requesting a charge-back or opening a dispute for a valid charge from PROVIDER may be considered fraud, and appropriate legal action may be commenced.

          • CLIENT is advised to thoroughly read PROVIDER’S refund policy prior to signing this contract and/or making a down payment.

ARTICLE IV. Miscellaneous

AMENDMENT/WAIVER

This Agreement may not be altered or amended, or any rights hereunder waived, except by a written correspondence executed by the party or parties to be charged with such amendment or waiver. No waiver of any term, provision or condition of this Agreement , in any one or more instances shall be deemed to be, or construed as, a further or continuing waiver of such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

ASSIGNMENT

Neither party may assign their rights and/or delegate their duties or obligations under the terms of this Agreement without the prior written consent of the other party.

COUNTERPARTS

This Agreement may be executed by either party in any number of counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute one and the same instrument.

NOTICES

All notices between the parties shall be made in writing and sent to the PROVIDER at kyle@overhaulics.com; and the CLIENT shall be served written notice via electronic correspondence at kyle@overhaulics.com.

GOVERNING LAW

This Agreement and the transactions contemplated hereby shall be construed in accordance with, and governed by, the laws of the state of Colorado. Both parties consent to venue and jurisdiction in Broomfield County, Colorado for any action commenced relating to this Agreement or the transactions contemplated herein.

ENTIRE AGREEMENT/SEVERANCE

This Agreement (including the exhibits, addenda and other related documentation) constitutes the entire understanding between the parties with respect to the subject matter hereof, superseding all negotiations, prior discussions and any previous agreements and understandings relating to the Agreement itself, and/or any subject matter addressed herein.

PARTIES IN INTEREST

This Agreement shall be binding law and shall mire to the benefit of, the parties hereto and, except as otherwise prohibited, their respective successors and assigns, and nothing contained in this Agreement, express or implied, is intended to confer upon any other person or entity any benefits, rights or interests.

EFFECTIVE DATE

The effective date of this Agreement is contained in the 1st paragraph of this Agreement.

PARTIAL INVALIDITY

If any term, covenant or condition of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby.

WAIVER OF ANY BREACH

No waiver of any breach of any covenant, condition or agreement herein contained shall operate as a waiver of the covenant condition or agreement itself or of any subsequent breach thereof.

 

IN WITNESS WHEREOF, PROVIDER and CLIENT have executed this Updates and Maintenance Services Contract as of the aforementioned date.

Leave this empty:

Signature arrow sign here

Signed by Kyle Gordon
Signed On: February 24, 2017


Signature Certificate
Document name: OVERHAULICS UPDATES AND MAINTENANCE CONTRACT
lock iconUnique Document ID: 08d3ceb843cbf31d76cf2e31b367190efd38f50f
Timestamp Audit
2016-12-20 14:20:32 MDTOVERHAULICS UPDATES AND MAINTENANCE CONTRACT Uploaded by Kyle Gordon - kyle@overhaulics.com IP 76.120.108.41
Audit trial Qr code
This audit trail report provides a detailed record of the online activity and events recorded for this document.
https://contract.overhaulics.com/
Audit Trail Serial# 7e9ea981987950b7853dcb8202bee9ed