This document outlines the Terms of Service (“Terms”) between the designated Parties (“Parties”, “Party”), which shall be defined as Simard Solutions (“We”, “Us”, “Our”, “Ours”) and its customer (“You”, “Your”, “Yours”). When you sign a Contract (defined below) to do business with Us, You agree to these Terms.
The Terms described here may be changed at Our discretion at any time. If these Terms are changed (with the exception of spelling and grammar adjustments), notification will be provided to You during a “Notification Period”, which shall be defined as sixty (60) calendar days before the new Terms will go into effect. At the start of the Notification Period, any and all customers with a valid Contract within its fulfillment Term at the time of the change of these Terms will be notified via any contact methods available to Us in our Records (see Leads: CRM). After the Notification Period, You will be bound to the new Terms regardless of any date on which You have signed a Contract.
Goods and Services
“Goods and Services” shall be considered anything provided by Us to You, including costs incurred by third-party providers, such as cloud-based server hosting for websites and/or email, domain registrars, or specialist labor and fees. Our current Goods and Services are outlined under the Provisions section below.
Documents & Records
An “Estimate” (or “Estimates”, “Quote”, “Quotes”) shall be considered an assessment of appropriate Goods and Services provided to You by Us. Estimate itemization and totals will be comprised of the associated costs for such Goods and Services, based on information provided by You in a Lead, or as discussed in any communication with Us, whether verbal or written. Once work has begun following a signed Contract, actual costs may vary based on an increase or decrease of the project scope.
A “Contract” (or “Contracts”) shall be considered a legally binding agreement outlining the Goods and Services that We will provide to You throughout the “Term” (duration of the Contract). Contracts will outline the final quantity and description(s) of the Goods and Services provided and agreed upon in a prior Estimate(s). When a Contract is signed by You and Us, You are responsible for the payment of the Goods and Services provided on the Contract, and We are responsible for the fulfillment of those Goods and Services to your reasonable satisfaction throughout the Term.
An “Invoice” shall be issued as an official request for payment for Goods and Services rendered, based on a signed Contract. Invoice totals may not directly reflect those provided in the corresponding Estimate if any project scope has changed after work has begun. Invoices may be issued on a monthly basis, or annually, based on your preference. Invoices that are paid annually will be for prepayment for services, not in arrears. If You opt for an annual payment, a discount will be applied to some or all of your Goods and Services. Additional Goods and Services requested after payment of an Invoice may be billed separately, or included in future Invoices following a new Contract, depending on the scope.
Contracts will expire at the end of their designated Term. In almost every case, We will contact You within 60 days prior to a Contract expiry to propose a new Contract and Term. In the event that a new Contract is not signed by both Parties, any Goods and Services provided to You by Us may be discontinued, including but not limited to website and/or email hosting. With that said, We will never hold Your properties, such as website content, domains, or email addresses against Your will (see Provisions).
Each Contract has an End Date clearly printed, which shall be considered an “End of Service Date”. All Goods and Services listed on the Contract will cease to be provided by 17:00 on this date if the Contract is not renewed. If a Contract is not renewed before the End of Service Date, it will be considered terminated. Contracts may be terminated by either Party via a written Notice of Termination. A “Notice of Termination” shall be defined as an official written notice, which is effectively delivered from one Party to the other, providing the intent and desire to discontinue a Contract signed by both Parties. Notice of Termination will be provided sixty (60) days prior to an included End of Service Date — with the exception of a Termination by Default (described below). The desired End of Service Date should be clearly written on the Notice of Termination, and will be established as the final date by which the Contract is valid. All Goods and Services rendered by Us in relation to the associated Contract for which Notice of Termination has been received will discontinue by 17:00 EST on the End of Service Date.
Any Goods and Services that are deemed “one-time” (showing a quantity of one (1) on the Contract) but that have been divided into monthly payments for the Term of a Contract (e.g. “Website Build”) must be paid in full by the End of Service Date established by either Party’s written Notice of Termination. We will ensure that all properties owned by You, whether given or created by Us, are delivered to You by the End of Service Date. See the Provisions section below for details regarding which properties related to Goods and Services are to be considered Yours.
During the course of an active Contract Term, an extended period of Your non-payment for an Invoice will result in a Default on the Invoice. Failure to pay an Invoice within sixty (60) days after the document’s written Due Date may result in a Termination of the Contract. If a Contract between both Parties results in Termination by way of Default, the End of Service Date will be established immediately on the sixtieth (60th) day of non-payment past the corresponding Invoice’s Due Date. Failure to pay all outstanding Invoices for thirty (30) days past the End of Service Date may result in legal action by Us to collect any and all outstanding amounts due for Defaulted Invoices, plus any incurred legal fees by Us for pursuing such action. Defaulted Invoices will include the original Default, plus any additional Invoices issued during the time of non-payment up to the End of Service date.
A “Website Build” is a Service offered by Us, by which We undergo the planning, design, and construction of a Website for You. A “Website” shall be defined as the code used to store and render content that represents Your business or organization on the public web. For definitive purposes, a Website can be split into four major parts, which each have designated owners. The four parts are as follows:
|Website Domain (URL)
|The Domain Name Server (DNS) of the Website. This is either already owned by You at the start of a Contract, or is included as a line item in the Contract as a one-time third-party cost with no mark-up by Us. In the event that We purchase a Domain for Your Website, this Domain will be Yours and will be coordinated into Your ownership upon a Contract Termination for any reason (including a Default).
|The content of the Website. This is any information or material stored in a database belonging to Your Website project, including any pages, posts, contact form submissions, business information, links, post comments, etc. This information belongs unarguably to You and shall be coordinated into Your ownership upon a Contract Termination for any reason (including a Default). If this information and data has not been migrated to a new website prior to an End of Service Date, it will be delivered to You in a raw data form (CSV).
|The code that renders the Website. This is the framework of the Website that dictates its design and functionality. Code is defined as any files on Our cloud-based servers that can be found outside of the database. You may use Our Website Code in proportion with Our Website Maintenance Service throughout the Contract Term or Terms for which this Service is continued. Upon Contract Termination where Website Maintenance exists as a line item, Our Website Code will not be provided to You, or Your affiliates.
|These files are the only exception to the definition of the Website Code. Website Media is any raw file that has been uploaded to the Website through its Content Management System (WordPress), which can be found inside of the project’s relative “uploads” folder — whether symlinked or not. Media uploaded to Our cloud-based server through Your Website belongs to You and will be coordinated into Your ownership upon a Contract Termination for any reason (including a Default).
“Website Maintenance” is a Service that shall be defined as the ongoing tasks necessary to maintain regular website functionality, security, and stability. This includes monthly database backups, code security, and bug fixes. This does NOT include new features, pages requested after project delivery, copy writing, design updates or redesigns. With that said, there is a high likelihood that new features may be added to Your Website experience due to Our continued work and growth on Our framework, but these are not guaranteed under this Service, and some may require an estimate from Us for the hours necessary to integrate them into Your Website.
“Website Hosting” is a Service that shall be defined as the necessary cloud-based infrastructure to properly and consistently serve a Website Build project publicly, any time that its Domain is accessed from a web browser. Website Hosting is a contracted service provided by a third-party company, and forwarded to you. We add a small mark-up to the cost of this service to accommodate the setup and administration of this environment on an ongoing basis to ensure its optimal working proficiency. This service is fundamental to making Your Website available on the public web; should Website Hosting be discontinued due to Contract Termination while your Domain is still pointing to Our cloud-based servers, Your Website will not be served.
Uptime and Reliability
We use Digital Ocean to host all of Our projects. Digital Ocean boasts a 99.99% uptime reliability — higher than the industry average. You should virtually never have an issue with Your Website’s visibility on the public web due to server downtime. Because of this reliability, We will not credit any prorated parts of Our Website Hosting Service due to server downtime within reason; We will consider crediting for Website Hosting charges only in the case of an extended outage (3+ hours). Any credits returned to You for loss of this service will not exceed the itemized amount for this Service in the given billing period on Our invoice.
An “Email Address” shall be defined as any electronic mail route that uses your domain. We do not directly manage servers for email routing, or configure mailbox servers for message storage. We do offer assistance in facilitating the purchasing and configuration of an Email Address or Addresses to accommodate Your business needs in association with a Website Build. If this Service is suggested and added to an Invoice, the cost will almost always directly reflect the original third-party costs, with the exception of complex or unorthodox setups that may result in a higher-than-normal configuration time or require Our direct management. In either case, You own any Email Address provided to You by Us, along with all messages and attachments of messages associated with such Email Address. If an Email Address is under Our management during the Term of a Contract, it will be coordinated into Your ownership upon Contract Termination for any reason (including a Default).
In this section, the term “Third-Party” shall be defined as any party not described at the beginning of these Terms. The term “First-Party” shall be defined as You or affiliates contracted by You to do business on Your behalf.
It is likely that We will provide consultative services as a byproduct of Our relationship with You throughout the course of our Contract Term or Terms. We hold no responsibility for the outcomes of actions taken by You regarding Your business or organization whether directly or indirectly informed by Us. You hold all responsibility and accountability for Your successes and failures. With that said, We will do everything We reasonably can to help You grow Your business and its opportunities.
A “Plugin” is defined as a modular code package that adds one or more extended features to Your Website. Plugins are a natural and quite helpful resource for WordPress sites. However, not all Plugins are created equally, and some may cause issues with Your Website if they are incompatible with Our server dependencies, other Plugins on Your site, or the site’s WordPress version. We will not restrict Your ability to add Plugins to Your Website, but we maintain no accountability for any First-Party or Third-Party Plugins installed by You nor any side-effects created by such Plugins. In the event that damage or corruption has occurred to Your Website due to any First-Party or Third-Party Plugin installation without Our supervision, We will provide an Estimate for the labor cost to restore or repair Your Website back to working order. It is therefore our highest recommendation that you consult with Us before adding any plugins to Your Website, to ensure complete code compatibility and stability from the Plugin’s publishers in an environment that will not cause harm to Your production-level Website. We are happy to do this for You as needed.
A “Theme” is a bundle of code that controls functionality and appearance of a WordPress website. This is essentially the Service that We provide through our Website Build process. You are welcome to install other WordPress Themes on Your Website once Our Website Build Service has been delivered from Us to You. We maintain no accountability for issues with First-Party or Third-Party Themes installed on Your Website, nor any side-effects created by such Themes. Changing a WordPress website’s Theme may result in changes to Your Website’s database schema that may alter Your Website, even if the Theme created by Our Website Build is restored immediately. In the event that damage or corruption has occurred to Your Website due to any First-Party or Third-Party Theme installation without Our supervision, We will provide an Estimate for the labor cost to restore or repair Your Website back to working order. We will not issue any credits for work completed by Our Website Build Service should You choose to use a Theme not built by Us. Should You decide to install and use a different Theme than the one that We have created for You, You may opt to continue Your contracted “Website Maintenance” and “Website Hosting” Services to keep Your Website publicly available on the web, and continue Our monthly database backups. If You do this, You are also opting to alleviate Us of any responsibility or accountability for code maintenance on such Theme, as this code is no longer owned by Us, and belongs exclusively to the publishers of the Theme that You have installed. Please consult with Us before taking any action described above.
Accordingly, the Theme that We develop for Your Website as part of Our “Website Build” Service belongs to Us (see Website Build: Part: Code), and cannot be promised, exchanged, traded, sold or leveraged in any way to anyone not in the Parties hereby defined at the beginning of this document, regardless of whether it is the active Theme on Your Website.
In the event of a dispute regarding the Terms defined herein, or a circumstance not outlined herein, the Parties should take every reasonable action to resolve it among themselves, before seeking legal counsel. In the event that a conclusion cannot be made, the Parties may seek legal counsel to arbitrate the disagreement. Both Parties are required to sufficiently and effectively notify the other Party in the event of a disagreement pertaining to these Terms or the relationship of the Parties, and may not seek legal counsel until such effective notification has been made.