Effective: April 1, 2019
- AutoPay required
- Services suspended if not paid within 45 days
- Added institutional customer responsibilities for payment
- Changes required for compliance purposes and onsite support are extra
- Clarified that there are no warranties for customers not on enterprise plans rather than applying the warranty to enterprise
We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into something that you might later regret. What we do want is what’s best for both parties, now and in the future.
CrucianPoint, LLC hereinafter referred to as “Company” is engaged in providing services including but not limited to web design, web hosting, mobile app development, website maintenance, custom software development, and Internet marketing services. By using Company’s services, you (either as an individual or an entity), hereinafter referred to as “Customer” agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, you may cancel your account.
Company has the experience and ability to do everything Company has agreed to. Company agrees to provide services in a safe and ethical manner in accordance with applicable laws and standards of professional service for the type described. Company further agrees to perform additional or future services on behalf of Customer, as may be described in additional proposals and scopes of work, in a similar professional and safe manner.
Customer agrees to remit payment electronically to Company upon submittal of an invoice by Company. Such invoice shall be provided via Email to an address provided by Customer. Such payments will be made until such time this Agreement is terminated. Should customer fail to satisfy an undisputed invoice within ten (10) days of the due date, Company reserves the right to suspend or terminate Services. All undisputed sums due and payable beyond fourty-five (45) days are subject to a reinstatement fee of $350. We are not in the banking business and do not extend lines of credit.
We’re sure you understand how important it is that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to payment our schedules.
We issue invoices electronically. Payments are due upon receipt of invoice and are considered late if not received within 10 days. All proposals are quoted in US Dollars and payments will be made at the equivalent conversion rate at the date the transfer is made.
You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice.
1) New Projects: All projects require a deposit before any work begins. We are excited to work with you on new projects but no work will begin until your payment is received as outlined below. All payments must be made electronically via credit card, EFT or PayPal unless alternate payment options are requested.
- If the total estimated cost is over $250 but less than $2000, a 50% deposit is due before any work begins. The final 50% payment is due upon project completion and before delivery.
- If the total estimated cost is over $2000, a 50% deposit is due before any work begins. A 30% payment is required at the upon design completion and at the beginning of build/development. The final 20% payment is due upon project completion and before delivery.
- If you are purchasing one of our prebuilt solutions (e.g. GovPoint, BizPoint, etc.), the total payment is due within 21 days of signing the contract.
2) Recurring Services: All monthly services and technical support must be paid in full by the 1st of the month. Customers are required to sign up for automatic payments. If you choose not to sign up for automatic payments, you may pay for services in full for 6 months or one year. If your payment is declined and any invoice that is past due, all services are automatically suspended 45 days after the invoice was sent. That means your website will automatically be suspended, marketing suspended and technical support tickets will automatically be put on hold. Activation and suspension are automated processes. All invoices must be paid in full before services will be restored. If payment is made by credit card or PayPal, services are automatically restored within 10 minutes. If payment is made by check or cash, services are automatically restored within 10 minutes of receipt and processing. Customers may arrange for support through a monthly maintenance plan or may purchase technical support in pre-paid blocks.
If Customer pays for monthly marketing by the 5th of the month and Company fails to deliver monthly marketing deliverables by the 25th of the month, Customer will receive credit on the next month’s bill for services not delivered. However, if Customer fails to provide the requested information for monthly marketing within 5 days of the request or fails to approve any monthly marketing deliverables within 2 business days, no credit will be issued.
3) Past due balances: All outstanding account balances must be paid in full before any services are rendered. Any discrepancies regarding your outstanding balance must be resolved and your account must be made current prior to additional services being provided.
If you are part of a large organization where payments are ultimately processed by someone else or another division or agency, it is your responsibility to ensure that invoices received are submitted for payment in a timely fashion and that you adhere to all procurement rules for your organization. Services will be automatically suspended if payments are not received by the due date indicated on the invoice. Company is not responsible for following up with your accounts payable department.
For website design and development, we will support the current version and previous two versions of the four leading web browsers (Safari, Chrome, Firefox, and Edge/Internet Explorer).
For mobile app design and development: the minimum supported operating systems will the current version and previous major version of iOS. For Android, the minimum operating system will be Android 5.
We will not support operating systems or devices that are no longer supported by their manufacturer.
Changes required for compliance or insurance purposes will incur additional charges. This includes PCI, corporate policy changes, insurance, and banking.
While we do our best to ensure that our hosting and maintenance customers are secure, we are not responsible for errors caused by software/security updates. If correcting these errors exceeds the time allocated in your plan, we will provide an estimate to complete the update.
ONSITE SUPPORT / OTHER SERVICES
Onsite service and any other service not explicitly indicated in your plan will incur additional fees. See your latest invoice for plan details.
This Agreement automatically terminates at the end of the original time period, unless and until Customer elects to extend this agreement. This Agreement may also be terminated by:
a) mutual agreement of both parties submitted in writing, at any time, with or without cause, upon 30 days written notice;
b) non-performance on the part of the Company; and
c) non-payment of any invoice by the Customer.
If this Agreement is terminated earlier by Customer without cause, Customer agrees to pay Company any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. Company agrees to use the best efforts to minimize such costs and expenses.
Upon termination, Customer shall pay to Company all undisputed amounts due and payable. If upon termination Customer has not paid undisputed fees owed for the material, deliverables or Services provided by Company as of the date of termination, Customer agrees not to use any such material or the product of such Service, until Customer has paid Company in full.
Notwithstanding anything to the contrary in this Agreement, Company shall retain a perfected security interest in the deliverable or material until Customer has made payment in full for all undisputed amounts as of the termination date. Company hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.
ACCESS TO DATA
Unless your account is terminated due to nonpayment, Customer will continue to have the ability to access and download the information provided, inputted or uploaded to the Service by you or on your behalf for 30 days after the effective date of expiration or termination of service agreement. After such 30-day period or if your account is terminated due to your nonpayment, Company shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited, delete all of your Data in Company’s systems or otherwise in its possession or under its control.
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books.
Customer agrees that Company may include Customer’s name in appropriate marketing materials to publicize the positive nature of the relationship, benefitting both parties.
Both Parties agree that when asked, Customer must properly identify Company as the creator of the deliverables. Customer does not have a proactive duty to display Company’s name together with the deliverables, but Customer may not seek to mislead others that the deliverables were created by anyone other than Company.
Company will not publish any confidential or non-public work without Customer’s prior written consent.
Company makes no guarantee of any level of traffic at any given time. Company shall not be held liable for any claims as they relate to published or unpublished usage statistics.
Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission. Any attempt to assign this Agreement without such consent will be null and void.
CONFIDENTIALITY & MUTUAL NON-DISCLOSURE
While this Contract is active and in force and continuing for 2 years after its expiration or termination, Company and Customer agree not to intentionally disclose Customer’s client/Customer lists, trade secrets, or any other confidential material or information. Both parties agree to take reasonable and customary security measures to prevent accidental disclosure.
In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its Customer may seek other legal remedies to maintain the confidentiality of such Confidential Information.
Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement.
Company may provide any service to any person or entity and develop for itself or for others, any materials or processes including those that may be similar to those produced as a result of the services, provided that Company complies with its obligations of confidentiality set forth hereunder.
Neither Party shall be responsible for any delay or failure to perform its obligations under this Agreement where such delay or failure is due to strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities, or to any other cause beyond its control.
Company makes no warranty, express, implied or statutory, with respect to the services provided hereunder, including without limitation any implied warranty of reliability, usefulness, merchantability for a particular purpose, noninfringement, or those arising from the course of performance, dealing, usage or trade. By signing this Contract or continuing to use our services, Customer acknowledges that Company neither owns nor governs the actions of any search engine. Customer further acknowledges that due to fluctuations in the relative competitiveness of some search terms, recurring changes in the search engine algorithms and other competitive factors, it is impossible to guarantee specific rankings or consistent top ten rankings, or any other specific rankings for any particular search term.
Except for enterprise customers, monthly hosting fees does not include a warranty that your website will continue to perform uninterrupted. Security updates and services from third-party services may affect the performance of your site and may incur additional charges.
EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.
INDEMNIFICATION and LIMITATION of LIABILITY
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, COMPANY SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, COMPANY’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY CUSTOMER TO THE COMPANY UNDER THIS AGREEMENT.
This Agreement and any dispute arising hereunder shall be governed and interpreted solely according to the laws of the Virgin Islands of the United States. The parties herein waive trial by jury and agree to submit to the jurisdiction of the courts of the Virgin Islands of the United States, in the District of St. Croix.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
Should any term or portion of this Agreement be found to be invalid or unenforceable, the remainder shall continue to be valid and enforceable.