Pay-As-You-Go Support Services

Conditions of Agreement between the “Customer,” and CODE 8, the “Agency” – For Service Block Retainers

The following terms and conditions apply to all development services provided by the Agency to the Customer. Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

ACCEPTANCE

1. It is not necessary for the Customer to have signed an acceptance of these terms and conditions for them to apply. If a Customer purchases any service from the Agency, then the Customer will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

CHARGES

1. Agency will use commercially reasonable efforts in the development efforts and fulfill Customer requests. The Customer acknowledges, however, that the delivery timelines are estimate and that the actual delivery date may vary, subject to delays caused by circumstances and conditions beyond Agency’s control, including but not limited to strikes, fire and flood, other acts of God, weather, war and government regulation or by delays caused by the Customer.
2. All work to be performed by the Agency will initiate once the work once payment is completed in full and funds are cleared.
3. All services provided by the Agency work as retainer service blocks, unless otherwise specified during the quotation process. Every service block gives the Customer access to a corresponding number of service hours. Once the service hours have been consumed, the Agency will stop work until additional service hours have been bought by the Customer.
4. Customer agrees to reimburse Agency for all out-of-pocket expenses incurred by Agency in developing the Website, including, but without limitation, any license fees, shipping costs, domain name registration costs, host costs (for ISP), hardware and software costs, and travel costs (“Expenses”).
5. All unpaid balances shall accrue interest at 2% per month. Agency will notify the Customer in advance of any Expenses and receive written approval from the Customer before incurring such Expenses.
6. Should the Agency terminate under any provision in this agreement, Customer shall pay the greater of 1) all outstanding amounts due and owing and unpaid, on the effective date of termination, including expenses; or 2) the amount of any advance deposit made. In such event, all intellectual property, information, and/or work product associated with the Website will remain the property of the Agency.

WORK OWNERSHIP

1. Once project fee is paid in full to the Agency, any elements of text, graphics, photos, contents, trademarks, or other artwork furnished to the Customer for inclusion in the website are owned by the Customer.

SERVICE LEVEL

1. The standard service level for all Customer requests is 5 business days from the time of the request. High priority service level requests are to be acknowledged within 2 business days. Highest priority service level requests are to be acknowledged within 4 hours. The Agency will fulfill requests according to the Service Level purchased by the Customer.
2. Once the Customer request has been acknowledged by the Agency, the Agency will assign reasonable resources to work on the resolution of such request.

TERMINATION

1. Scheduling of the work is in the sole discretion of Agency and unreasonable interference with the scheduling by the Customer, including but not limited to the Customer not promptly providing information requested by Agency in order for Agency to perform the service, reviewing and approving any necessary milestones, and not making timely payments as set forth in this agreement shall be a breach of this Agreement by the Customer and the Agency may terminate this Agreement.

SERVICES PROVIDED

1. The Customer is fully responsible for the use of customer data, or any other kind of data captured through the website’s online forms, and will hold the Agency harmless, and protect, and defend the Agency from any claim or suit arising from the use of such data.
2. The Agency retains the right to display graphics and other Web content elements as examples of its work in the portfolio and as content features in other projects.

WARRANTY AND LIMITATIONS

1. The Agency will make every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer 8 & 9, Google Chrome, etc.). Customer agrees that the Agency cannot guarantee correct functionality with all browser software across different operating systems. The Agency cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been handed over to the Customer. As such, the Agency reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
2. If the Agency is developing a website following a design provided by the Customer, the Agency will do the best possible efforts to come as close as possible to the design and styling of design files provided. The Agency will aim that the implemented website looks and behaves as closely as possible to the designs provided by the Customer.
3. Any custom work will have to be tested and might not be implemented 100% per the design. The Agency will advise the Customer if there are any roadblocks that the Customer needs to be aware of.  The Agency will thoroughly research any issue and will suggest design modifications should any particular design feature cannot be implemented as specified by the Customer.
4. The Customer agrees that in case that there are any revisions to the work completed, the Agency at its sole discretion will determine if those corrections will consume billable hours or not.
5. Any new features or changes to the work completed, or any problems that occur as a result of 3rd party software, extensions, plug-ins, features, functions, and/or other products or services not specified in this Agreement or not under the control of the Agency, are not the responsibility of the Agency.
6. This warranty shall be the exclusive warranty available to the Customer. Customer waives any other warranty, express or implied. Customer acknowledges that the Agency is not responsible for the results obtained by the Customer on the work completed. Customer waives any claim for damages, whether direct, indirect, consequential or punitive and AGREES TO GIVE UP ITS RIGHT TO A JURY TRIAL.

INDEMNIFICATION

1. The Agency is not responsible for any losses suffered by the Customer related to downtime, lost files, improper links or any other loss that may occur in the operation of the Website, including but not limited to losses caused by third-party software extensions, plug-ins, or other products or services.
2. This agreement becomes effective when any services are paid by the Customer to the Agency. Regardless of the place of purchase, or location of the Customer, the Customer agrees that for purposes of venue, this contract was entered into in Miami, FL and any dispute will be litigated or arbitrated in the State of Florida.
3. The agreement contained in this contract constitutes the sole agreement between the Customer and the Agency regarding all items included in this agreement.