Terms and Conditions

Amended as of September 9, 2024 

1. Services

OneVector DesignCompany, LLC (the "Contractor") shall provide Site Care and Tech Support (the "Services") as described in Section 4 of this Terms and Conditions.

2. Fees and Expenses

2.1 Fees. Customer shall pay Contractor an agreed fix rate as described in the invoice.

2.2. Terms. 

2.2.1 The monthly fees for the Services will be charged 15 days prior to the end of each month.

2.2.2 Expenses. Contractor may incur costs for which it shall be reimbursed by the Customer, and for which the Contractor will obtain approval from the Customer prior to incurring such costs, such as:

1. Stock assets beyond the two (2) per month included in the package during the implementation of the Services
2. Third party apps and plugins subscriptions that you want to integrate 

2.3 Invoicing. Contractor shall provide an invoice to Customer within five days based on the schedule in Section 2.2. Invoices shall be due and payable within fifteen (15) days from the date of receipt. Late payment fees apply at 10% of the balance for each late month.

3. Term and Termination

This Agreement shall last from the date of execution to the completion of Services, with a minimum of 12 months. Customer may terminate this Agreement for any reason with fifteen (15) days notice to Contractor. Upon such notice of termination, Contractor shall provide all files related to the function of the live website, and an invoice outlining all incurred costs to the point of such notice. Such costs will be due and payable upon termination. Contractor may withhold any deliverables pursuant to the Services until such payment is made in full.

4. Deliverables

The Site Care services deliverables include:

• Fast and secure hosting with Siteground
• Staging Environment
• Up to 10k site visits / month
• Up to 10GB bandwidth / month
• Up to 4GB server storage
• SSL Certificate (https)
• On-demand tech support
• Fix errors
• Update of existing content and images
• Create new pages (1 per month)
• 24/7 website security
• Weekly cleanup of spam and malware
• Daily backups and easy deployment
• Weekly updates of plugins and Wordpress core
• Uptime and downtime monitoring
• Link monitor
• Monthly report

5. Change in Specifications

Customer may request that changes be made to the specifications outlined in the proposal/invoice, or other aspects of the Agreement and tasks associated thereto. If Customer requests such change, Contractor will use its best efforts to implement the requested change at no additional expense to Customer without delaying the Services. In the event that the proposed change would result in an a drastic change in direction, significant amount of time or additional expense to the Customer, then Customer and Contractor shall confer and shall, in its discretion, elect either to withdraw the proposed change or require the Contractor to deliver the Website with proposed change and subject to the delay and/or additional expense. 

7. Proprietary Rights

Customer shall be the owner of all rights, titles, and interests in any intellectual property in the Website and the Services shall be deemed a Work Made for Hire in accordance with the Copyright Act, as amended from time to time. Contractor, acknowledges and agrees that the Services will contain valuable proprietary information. Contractor hereby assigns to Customer without further compensation of all its rights, title and interest in the Website and any all related intellectual property rights thereto. Customer will receive full access and privileges to the website’s backend dashboard, as well as the hosting control panel.

8. Relationship of the Parties

Contractor is an independent contractor, not an employee or any company affiliated with the Customer. Contractor shall provide the Services under Customer’s general direction, but Contractor shall determine the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture, and neither Party is authorized to act as agent or bind the other Party, except as expressly stated in this Agreement. 

Both Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Customer is free to engage others to perform services of the same or similar nature to those provided by the Contractor, and Contractor shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by the Contractor.

9.  Legal

Contractor cannot guarantee that the functions contained in any web page templates will always be error-free and so Contractor can't be liable to the Customer or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website and any other web pages, even if Customer has advised Contractor of the possibilities of such damages.

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.

Both Parties acknowledge that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. 

Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

10. Confidentiality

Both parties agree to maintain strict confidentiality regarding any proprietary or sensitive information disclosed during the duration of this agreement and thereafter. This includes but is not limited to client data, project details, and any other information deemed confidential by either party. Neither party shall disclose, directly or indirectly, any such information to third parties without prior written consent from the other party.

11.  Jurisdiction

This agreement shall be construed  with and governed by the laws of the State of California. Should any claim or controversy arise between the Parties under the terms of this Agreement, such claim or controversy shall be resolved only in the state of federal courts located in the United States, State of California, and said state and federal courts for the State of California shall be the appropriate jurisdiction and venue for such claim or controversy.

12.  No Waiver or Modification

No obligation in this Agreement shall be deemed waived, nor shall any term be modified without consent to such waiver or change signed by both parties. 

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both parties by its duly authorized officer, as of the day and year the invoice is accepted/confirmed.