Retainer Website Maintenance Agreement
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 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 routine maintenance tasks required to keep the website functioning as intended without significant changes to its structure, design, or functionality.
- New Web Projects 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 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.
- Notice: The Client is asked to provide at least five (5) business days' notice for urgent requests whenever possible. Mission Minded aims to respond quickly, but not all urgent requests can be completed within an hour or two — timing depends on the complexity of the issue.
- Billing: 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.
- Outside Business Hours: 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.
- Overage notice: 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.
- Invoicing: Invoices for monthly retainer services are issued on the 15th of each month.
- Payment terms: Payments are due within 15 days of receipt.
- Late payments: May result in suspension of services. Mission Minded reserves the right to charge a late fee of 1.5% per month for any invoice unpaid after 30 days.
- Payment method: Payments should be made via the ACH (Automated Clearing House) payment links provided on 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 the date of signing 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.
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.
- Contact Person: The Client will designate a Contact Person who serves 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 damages, losses, or issues caused by factors outside the scope of routine maintenance, including but not limited to:
- Third-party plugins and their behavior
- Hosting provider outages or misconfigurations
- External services or integrations
- Lost revenue, data loss, or website downtime resulting from any of the above
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
- 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:
- Use of third-party tools
- Content provided by the Client
- Actions taken by the Client that result in legal action or disputes
11. Intellectual Property and Ownership
- Mission Minded does not develop, own, or license third-party plugins or software. All plugins and related software used on the Client's website are the responsibility of and licensed directly by the Client.
- 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.
- 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.
Ad Hoc Website Maintenance Agreement
This agreement is made between Client Name, as defined above (the "Client") and Mission Minded (the "Agency") for the provision of ad hoc website maintenance services. The agreement covers ad hoc maintenance requests and special or urgent requests, as described below.
1. Scope of Services
1.1 Ad Hoc Maintenance Requests
The Client may submit ad hoc maintenance requests for tasks that include, but are not limited to:
- Fixing broken links, forms, or buttons
- Resolving plugin or functionality conflicts
- Regular performance optimizations
Each request will be prioritized and handled based on complexity and availability. Work will be billed at the hourly rate of $300/hour, tracked in 15-minute increments.
1.2 Distinction Between Ad Hoc Maintenance and New Web Projects
- Ad Hoc Maintenance Requests are routine tasks required to keep the website functioning without significant changes to its structure or design.
- New Web Projects involve creating new features, sections, major design overhauls, integrations, or significant changes that go beyond routine maintenance. These 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
2. Special or Urgent Requests
For any special or urgent requests — such as immediate bug fixes, emergency support, or additional website support — the Client will receive priority service.
- Urgent Requests: The Client is asked to provide at least five (5) business days' notice for urgent requests whenever possible. Mission Minded aims to respond quickly, but not all urgent requests can be completed within an hour or two — timing depends on complexity.
- Outside Business Hours: Urgent requests made outside regular business hours will be addressed on the next business day.
3. Billing and Payment
All ad hoc maintenance tasks and special or urgent requests will be billed at the rate of $300/hour in 15-minute increments.
- Invoicing: Invoices are issued on the 15th of each month.
- Payment terms: Payments are due within 15 days of receipt.
- Late payments: May result in suspension of services. Mission Minded reserves the right to charge a late fee of 1.5% per month for any invoice unpaid after 30 days.
- Payment method: Payments should be made via the ACH (Automated Clearing House) payment links provided on monthly invoices.
4. Termination & Final Payment
This agreement will commence on the date of signing and continue on an ongoing basis.
- Either party may terminate the agreement with 30 days' written notice.
- Mission Minded will continue to provide ad hoc website maintenance services through the month of the requested cancellation and invoice for such services as final payment.
- Any work completed prior to termination will be billed according to the terms of this agreement.
- Final payment will be due upon receipt of the final invoice.
5. 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.
- Contact Person: The Client will designate a Contact Person who serves as Mission Minded's primary point of contact for coordinating any work identified. If no task-specific contact person is named, Mission Minded's developers will follow up with the designated Contact Person.
- Request Submission: All ad hoc and urgent requests must be submitted through the form on Mission Minded's website. Requests will be addressed in the order received based on priority and availability.
6. Limitation of Liability
Mission Minded will not be liable for damages, losses, or issues caused by factors outside the scope of routine maintenance, including but not limited to:
- Third-party plugins and their behavior
- Hosting provider outages or misconfigurations
- External services or integrations
- Lost revenue, data loss, or website downtime resulting from any of the above
7. 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
- Third-party service interruptions (e.g., hosting provider downtime)
8. Indemnification
The Client agrees to indemnify and hold harmless Mission Minded from any claims, damages, or expenses arising from:
- Use of third-party tools
- Content provided by the Client
- Actions taken by the Client that result in legal action or disputes
9. Intellectual Property and Ownership
- Mission Minded retains ownership of any proprietary code, plugins, or tools developed specifically for the Client's website.
- Upon termination of this agreement, the Client retains 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.
10. 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.
- 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.
11. 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.
