Website Maintenance Agreement

The Details

Changes/Updates

Up to one hour each month of consultation or minor content changes and additions. See contract below full list of inclusions/exclusions and additional information.

Changes must be grouped in one 1-hour session or two 30-minute sessions. Additional requests will be billed at the normal hourly rate.

Time is not cumulative and must be used during the billed month.

SEO Scan

Subscribed SEO scan details/recommendations of any issues with on-page and technical SEO, organic traffic and backlinks summary

Analytics

An expanded monthly analytics report with full website statistics so you can monitor your business performance. Check if your social media or email marketing is working or if your backlinks are growing.

Terms & Cancellation

New websites require a 6 month contract. Existing clients may have a monthly contract. Either will set up a recurring charge on the first of every month until cancelled. Cancellation must be made in writing at least 30 days before the next billing cycle.

IMPORTANT

Clients may start services only once. In other words, you may not choose only certain months for maintenance.

Clients must have an active maintenance agreement if choosing any other package or need any other assistance.

Website Maintenance Contract Details

This Website Maintenance Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all Monthly Website Maintenance Services (hereinafter collectively referred to as “Maintenance Services”) ordered by Client.

Term and Termination. 
This Agreement shall be effective as of the time frame Client signs up for Maintenance Services. This is a Monthly Agreement which may be terminated by either party upon 30 day written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. 

A client may not start and stop this Agreement more than two times.  Once a client cancels a second time, Charlotte’s Web Designs, LLC will no longer be available for service.

Billing and Fee.
The Website Maintenance Agreement will be billed on the first day that the client signs up and subsequently every monthly anniversary until terminated.  The monthly fee is $150.00 and will be billed directly to the Client’s credit card on file.

Maintenance Services.
Charlotte’s Web Designs, LLC agrees to provide Client with Maintenance Services as described in this Agreement and based on the package they choose to purchase. Maintenance Services include:

Monthly website analytics report with a comprehensive SEO scan and recommendations.

Up to one hour of updates to text, images, and other minor changes to Client’s website pages per month.  Time for consultation is also accountable.
Any website support requests, above and beyond what is outlined above, or Squarespace support questions requiring a response by Charlotte’s Web Designs, LLC, will count towards the monthly allotted timeIf Client’s requests exceed one, Client agrees to pay the standard hourly rate, at the time service is requested, for support services provided by Charlotte’s Web Designs, LLC.
For requests including things like building out landing or lead pages, creating new areas to the site, completely new page builds, etc., a separate proposal and pricing will be offered.

*These are tasks that are done throughout the month and will be detailed in your monthly report. 

General Limitations for All ECommerce Clients.
Charlotte’s Web Designs, LLC is not responsible for security breaches, payment processing issues, credit card processing charges, data loss, or downtime or any other third-party services integrated with the Squarespace platform. 

Fees; Limitations on Refunds and Cancellation Fees.
Client agrees to pay Charlotte’s Web Designs, LLC any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Maintenance Services. THE Client FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY Client, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE Client FURTHER AGREES TO PAY UPON CANCELLATION ANY OTHER AMOUNTS DUE TO CHARLOTTE’S WEB DESIGNS, LLC FOR WORK PROVIDED AT CLIENT’S REQUEST ABOVE AND BEYOND THE MONTHLY ALLOTTED TIME OF MONTHLY AGREEMENT. CHARLOTTE’S WEB DESIGNS, LLC IS HEREBY AUTHORIZED TO CHARGE CLIENT’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CLIENT TO CHARLOTTE’S WEB DESIGNS, LLC.

Client Responsibilities. 
For the purposes of providing these services, Client agrees:

• To properly convey to Charlotte’s Web Designs, LLC the information that needs to be changed or added in a timely manner.  If work needs to be done on hours other than Monday-Friday from 8:00am to 5:00pm, there will be an overtime charge.

• To answer any questions from Charlotte’s Web Designs, LLC, in regards to task work on website, promptly.

• To provide Charlotte’s Web Designs, LLC with access to its website for creating new pages, and making changes for the purpose of providing Maintenance Services.

• To provide Charlotte’s Web Designs, LLC access their domain hosting account, providing active user name / password combinations as well as any other needed third party accounts.
  Client Acknowledgements – Client understands, acknowledges and agrees that:

The amount of time allotted for updates to text, images, and other minor changes, is determined by the Maintenance Package that they purchased and will be billed in sixty (60) minute increments. This means it is best to “batch” your changes and submit them at once, since there is a 60 minute minimum each time.

Client understands that all work for monthly maintenance tasks will be scheduled according to Charlotte’s Web Designs, LLC’s workflow. We have a process and maintain sites for many Clients, therefore all website updates work that counts towards your monthly time allotment is done on a first come first serve basis, except in the case of a total website down issue, which would be considered an “emergency.”

Failure by Client to answer a question critical to the completion of a task within 5 business days may cause that task to be “bumped” and moved to the “end of the line” in our work queue. Depending on the time of month, this could cause that task to roll over into the next month’s bucket of update requests.

Once the time allotted in their Maintenance Package has been reached for the month, any unfinished tasks on the Client’s task list will be rolled into the next month for processing. If they must be completed immediately, additional fees will apply due to overage on time.

IMPORTANT: A basic maintenance package is needed to be allowed to ask for changes starting immediately.

All monthly updates are scheduled at our convenience and in accordance with our schedule. We have a process and a workflow that we use to maintain all of our clients’ websites in a fair and orderly fashion. The only exception being in the case of Client’s website being totally offline or down for some reason, in which case their issue would be considered an ‘emergency’ and would take priority.
Should the Client wish to have additional tasks completed in the same month, they will be billed on an hourly basis at our standard hourly rate at the time services are requested.

Client understands that if they provide Charlotte’s Web Designs, LLC with a maintenance task and the task has been completed, then they wish to make changes to the task, any additional time to make these changes will count towards the monthly allotment of time, or if exceeding the original hour, will be billed at the normal hourly rate.

Website updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, or search engine optimization. Website updates do not include website redesign, landing/lead page creation, completely new page builds, re-alignment or re-development equalling more than 50% change to a single web page, or creating completely new web graphics for the website.

Custom design, integration of plugins that require intensive configuration, or programming of things that require extensive time to set up, including but not limited to blogs, shopping carts, membership areas, API integrations with third party services, and web forums are not considered “minor” changes and therefore are not included in the Maintenance Agreement. These require a separate design or development agreement.

Maintenance Agreement does not include training on how to use your website, Squarespace, or email.

Maintenance Agreement does not include training on search engine optimization (SEO) or other online digital marketing.

All communications will be done during regular business hours, which are Monday through Friday from 8:00 AM to 5:00 PM (EST).

Charlotte’s Web Designs, LLC has no control over Squarespace hosting downtime.
Charlotte’s Web Designs, LLC is not responsible for Client’s email issues or troubleshooting problems on their own computer. Our role is to maintain and keep your website running at its optimal capabilities. We are not your IT team.
Charlotte’s Web Designs, LLC has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.

Additional fees could be charged if the information provided has to be typed and exceeds the amount of time to do that is allotted in our Maintenance Package.
If changes are made by Charlotte’s Web Designs, LLC according to Client’s information, and the changes are not correct, additional time to remedy the changes fall under the time allotted each month.

UNUSED TIME IS NOT ACCUMULATIVE.
Unused time does not transfer from month to month. Maintenance Services time is strictly month to month with no rollover of unused time.

Charlotte’s Web Designs, LLC is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
Charlotte’s Web Designs, LLC is not responsible for final testing of any changes.  Any change including new content, buttons, and form should be thoroughly tested by the client.

Charlotte’s Web Designs, LLC is not responsible for changes made to Client’s website(s) by other parties, including the Client themself.
During the duration of this contract, the Client agrees that Charlotte’s Web Designs, LLC will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the website. If a party, including the Client, other than Charlotte’s Web Designs, LLC makes changes to the web site, any errors that are created must be repaired and will be charged for at the hourly rate specified above.

Charlotte’s Web Designs, LLC is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
Charlotte’s Web Designs, LLC will not repair Client’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering

Maintenance Services.
Recovery or repair of Client’s website is not guaranteed.
Availability of backups is not guaranteed.

Scheduling of Maintenance Tasks.
Because of the nature of our business, we are juggling multiple maintenance clients, on top of several large web design projects, at any given time. Because time is at a premium, we don’t take on more Clients than we can effectively handle. However, scheduling is a priority for us. We schedule all work for the month in advance to maintain a workflow that is conducive for our business and for all of our Clients. When we take on a maintenance Client they are given a set amount of time in our schedule for maintenance tasks that can be done each month that are counted towards their monthly time allotment. Please understand that the scheduling of these tasks is totally at the discretion of Charlotte’s Web Designs, LLC. The only time we “bump” one Client’s tasks for another Client’s place in line is in the case of an emergency. Unless a website problem interrupts your business monetarily, for instance an eCommerce site that goes down or has problems with checkouts, or it is totally down or offline, it is not considered an emergency. We will provide the amount of time you have contracted for each month towards updates, however we do it in accordance with our schedule. This is the only way we can be fair to all of our Clients.

Additional Services.
Additional services not listed herein will be provided for a fee of our standard hourly rate at the time services are requested. Charlotte’s Web Designs, LLC is not responsible for search engine optimization (SEO), developing new content, or writing new copy for Client. Client will be charged an additional fee for writing content, based on the hourly rate at the time service is requested (discounted fees do not apply toward this type of work). Clients who need SEO work done must sign up for one of our SEO Packages.

Indemnification.
Client shall indemnify and hold harmless Charlotte’s Web Designs, LLC (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Charlotte’s Web Designs, LLC as a result of any claim, judgment, or adjudication against Charlotte’s Web Designs, LLC related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Charlotte’s Web Designs, LLC (the “Client Content”), or (b) a claim that Charlotte’s Web Designs, LLC’ use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Charlotte’s Web Designs, LLC must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.

Disclaimer of All Other Warranties.
Charlotte’s Web Designs, LLC DOES NOT WARRANT THAT THE MAINTENANCE SERVICES WILL MEET THE Client’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH Client. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, Charlotte’s Web Designs, LLC PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

Limited Liability.
IN NO EVENT SHALL Charlotte’s Web Designs, LLC BE LIABLE TO Client FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. Charlotte’s Web Designs, LLC MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

Client Representations.
Client makes the following representations and warranties for the benefit of Charlotte’s Web Designs, LLC:

Client represents to Charlotte’s Web Designs, LLC and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Charlotte’s Web Designs, LLC are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Charlotte’s Web Designs, LLC and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.

Client guarantees to Charlotte’s Web Designs, LLC and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Charlotte’s Web Designs, LLC for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Charlotte’s Web Designs, LLC and its subcontractors from any liability or suit arising from the use of such elements.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.

Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Charlotte’s Web Designs, LLC and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.

Confidentiality.
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Charlotte’s Web Designs, LLC and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

Force Majeure.
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

Relationship of Parties.
Charlotte’s Web Designs, LLC, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Charlotte’s Web Designs, LLC, whether by regulation or contract. In no way is Charlotte’s Web Designs, LLC to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.

Notice and Payment.
Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

Jurisdiction/Disputes.
This Agreement shall be governed in accordance with the laws of the State of Rhode Island. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Rhode Island including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

Agreement Binding on Successors.
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

Assignability.
Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Charlotte’s Web Designs, LLC. Charlotte’s Web Designs, LLC reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

Waiver.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

Severability.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

No Inference Against Author.
No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

Disputes.
Client and Charlotte’s Web Designs, LLC agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Rhode Island and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Rhode Island sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Rhode Island or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

Other Packages Provided by Charlotte’s Web Designs, LLC

These terms, restrictions, disclaimers and other information applies to all packages provided by Charlotte’s Web Designs, LLC as well.

Read and Understood.
By purchasing a Maintenance Package here, Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.