This agreement is made between Client Name, as defined above (the “Client”) and Mission Minded (the “Agency”) for the provision of website maintenance services. The agreement covers routine site diagnostics, ad hoc maintenance requests, and special or urgent requests, as described below.
1. Scope of Services
1.1 Site Diagnostics
Each month, Mission Minded will conduct thorough diagnostics on the Client’s website, including but not limited to:
- WordPress core updates
- Plugin updates
- Bug fixes
- Performance and security checks
- General site upkeep
Mission Minded will proactively identify any issues and provide a monthly report with recommendations. If the required work falls within the allocated retainer hours, Mission Minded will implement fixes without further approval. If the recommended maintenance exceeds the allotted hours, Mission Minded will seek written approval from the Client before proceeding.
1.2 Ad Hoc Maintenance Requests
The Client may submit ad hoc maintenance requests for tasks that fall within routine maintenance. These include:
- Fixing broken links, forms, or buttons
- Resolving plugin or functionality conflicts
- Regular performance optimizations
Ad hoc requests will be prioritized and handled within the retainer hours. Any unused diagnostic hours will be applied to ad hoc maintenance. Should the ad hoc requests exceed the monthly time allocation, the Agency will notify the Client, and any additional work will be billed at the hourly rate of $250/hour unless otherwise agreed upon in writing.
Distinction Between Ad Hoc Maintenance and New Web Projects
- Ad Hoc Maintenance Requests are defined as routine maintenance tasks required to keep the website functioning as intended without significant changes to the website’s structure, design, or functionality.
- New Web Projects are tasks that involve creating new features, sections, or pages, major design overhauls, integrations of new systems or third-party tools, or any other changes that extend beyond the existing site architecture. These projects require separate scoping and budgeting.
Examples of new web projects include:
- Adding new sections or pages with custom layouts
- Integrating third-party applications or tools
- Major content overhauls or redesigns
- Extensive custom development beyond maintenance fixes
1.3 Special or Urgent Requests
For any special or urgent requests, such as immediate bug fixes, emergency support, or additional website support beyond the monthly retainer, the Client will receive priority service.
- The Client is asked to provide at least five (5) business days’ notice for urgent requests whenever possible. While Mission Minded aims to respond quickly, not all urgent requests can be completed within an hour or two, as timing will depend on the complexity of the issue.
- Urgent requests will be accommodated based on availability and billed separately if they exceed the retainer hours, at a rate of $250/hour unless otherwise agreed upon in writing.
- Urgent requests submitted outside normal business hours will be addressed on the next business day. Urgent requests submitted outside business hours will be prioritized for the next business day.
2. Monthly Retainer and Budget Allocation
The monthly retainer is set at 3 hours per month at a rate of $750/month, which includes the following allocation:
- Site Diagnostics: Regular updates, bug fixes, performance checks, and maintenance.
- Ad Hoc Maintenance Requests: Any remaining time will be allocated toward Client-submitted maintenance requests.
- Special or Urgent Requests: Requests that fall beyond the monthly time allocation will be billed separately.
3. Billing and Time Tracking
Mission Minded will track all time spent on site diagnostics, ad hoc maintenance requests, and special/urgent requests in Teamwork. If the monthly retainer hours are exceeded, Mission Minded will inform the Client before completing any additional work, which will be billed at the agreed-upon hourly rate of $250/hour.
Invoices for monthly retainer services will be issued on the 15th of each month and are due within 15 days of receipt. Late payments may result in the suspension of services. Mission Minded reserves the right to charge a late fee of 1.5% per month, for any invoice paid after 30 days.
Payments should be made via the ACH (Automated Clearing House) payment links provided on your monthly invoices.
4. Exceeding Retainer Hours
If the total time required for diagnostics and maintenance requests exceeds the monthly retainer hours, the Agency will notify the Client. The Client may choose to:
- Approve additional hours at the rate of $250/hour.
- Postpone certain tasks to the following month to stay within the retainer hours.
5. No Rollover of Unused Hours:
The monthly retainer is structured to ensure consistent support and maintenance. Unused hours from the monthly retainer will not roll over to the following month and will expire at the end of each billing cycle.
6. Termination & Final Payment
This agreement will commence on 10/17/2024 and continue on a month-to-month basis. Either party may terminate the agreement with 30 days written notice. Mission Minded will continue to provide website maintenance services through the end of the month in which the cancellation request is received. The Client will be invoiced for the full amount of the monthly retainer and any additional work performed up to the end of the cancellation month. Final payment for these services will be due upon receipt of the final invoice. Any outstanding amounts must be settled before the end of the current billing cycle. Any work completed prior to termination will be billed according to the terms of this agreement.
7. Client Responsibilities
The Client agrees to provide Mission Minded with all necessary access, information, and approvals required to perform maintenance services. Any delays caused by the Client’s failure to provide this information may result in adjusted timelines and additional costs. The Client will designate a Contact Person who will serve as Mission Minded’s primary point of contact for coordinating any suggested work identified during the monthly diagnostics. If no specific contact is named in relation to a task, Mission Minded’s developers will follow up with the designated Contact Person for further coordination.
8. Limitation of Liability
Mission Minded will not be liable for any damages, losses, or issues caused by third-party plugins, hosting providers, or other external factors beyond the scope of routine maintenance. The Client agrees that Mission Minded is not responsible for any lost revenue, data loss, or website downtime arising from such issues.
9. Force Majeure
Neither party will be held liable for any delay or failure in performance under this agreement caused by events beyond reasonable control, including but not limited to natural disasters, power outages, or third-party service interruptions (e.g., hosting provider downtime).
10. Indemnification
The Client agrees to indemnify and hold harmless Mission Minded from any claims, damages, or expenses arising from the use of third-party tools, content provided by the Client, or actions taken by the Client that result in legal action or disputes.
11. Intellectual Property and Ownership
Mission Minded retains ownership of any proprietary code, plugins, or tools developed specifically for the Client’s website during the maintenance period. Upon termination of this agreement, the Client will retain ownership of any content or custom work paid for in full. Any proprietary tools or custom code developed by Mission Minded remain the property of the Agency.
12. Exclusion of Warranties
Mission Minded makes no warranties, express or implied, regarding the performance or security of third-party plugins, themes, or integrations used on the website. The Client understands that while Mission Minded will take reasonable steps to ensure website uptime and functionality, no guarantees are made regarding the performance or security of third-party services.
13. Dispute Resolution
Any disputes arising from this agreement will be resolved through mediation or binding arbitration, rather than litigation. Both parties agree to engage in good-faith negotiations before pursuing legal action.