Introduction to Terms and Conditions
GetUWired, Inc. (“GetUWired”) is both a monthly-retainer and an hourly-based marketing agency. You (“Client” or “client”) will receive a scope document from a staff member designated as your point of contact (“Project Manager”). The scope document is to be used as a guideline only, as the scope of the project is largely determined by a Client’s specific needs and decision-making criteria throughout a given project (“Work”). The project management system used by GetUWired provides transparent communications and on-demand time logs, task lists, messages, and the project outline.
When a client purchases an initial block of hours or enters into a retainer agreement, the Client thereby agrees to follow and be bound by the below Terms and Conditions of Service. These Terms and Conditions of Service define the professional relationship between and the obligations of GetUWired and the Client and must be read carefully.
Terms and Conditions of Service
Fees for Services
All proposals by GetUWired are based on either an hourly rate or monthly retainer for skilled labor including, but not limited to, Web Design, Web Development, API Development, Web Marketing, Marketing Automation, Conversion Tactical Implementation, Copy Writing, and Sales Copy.
GetUWired requires all fees for Work to be paid in advance, unless agreed upon by both parties in writing prior to the Work beginning.
Clients who hire GetUWired on an hourly basis will be billed at an hourly rate for all services. Monthly retainer clients will automatically be billed on the 1st and 15th day of each month during the term of the retainer agreement. Upon the expiration of the term of the retainer agreement, GetUWired and the client will continue their relationship on a month-to-month basis, which may be terminated by either party with thirty days written notice.
For monthly-retainer clients, if a Client makes numerous revisions to designs, functionality, marketing automation, strategic plans or anything that requires GetUWired to spend additional unplanned time to adjust or remedy, the Client may be billed hourly, at GetUWired’s discretion.
Termination of Services
A client engaged in our six-month retainer agreement may terminate the agreement early upon thirty days’ notice in writing to GetUWired.
If at any time a Client is not satisfied with GetUWired’s services, the client bears sole responsibility for requesting that the Work be stopped and for requesting an audit of services. Client is solely responsible for reporting any problems with the Work, including any unsatisfactory deliverables. If the Client does not report such issues within seven business days of the last hour of work completed or within seven business days of receipt of deliverables, whichever is sooner, Client shall be responsible for paying in full the fees for all hours of work completed.
Client requests or reports must be made Monday through Friday, 9:00 a.m. to 5:00 p.m. EST, either by telephone or by email.
Client’s Representations and Warranties
Client represents and warrants that it controls and/or owns the trademarks, text, graphics, photographs, designs, and any and all other material or artwork that it supplies to GetUWired for inclusion in the Work. Client shall indemnify GetUWired and hold it harmless from and against any and all claims, liabilities, losses, and/or expenses arising out of the use of the Work and/or any breach of any representation, warranty, or agreement made by the Client.
GetUWired’s Representations and Warranties
GetUWired represents and warrants that its contribution to the Work will be an original work of authorship or will be derived from preexisting work that it owns or to which it has licensed the rights and, to the best of GetUWired’s knowledge, will not infringe upon the rights of any third party. In the event that GetUWired breaches any representation or warranty as stated in these Terms and Conditions of Service, GetUWired will indemnify and hold harmless Client from and against any and all claims, liabilities, losses, and/or expenses arising out of such breach, but GetUWired’s liability shall be limited so that the cost of indemnification and hold harmless shall not exceed the feeds paid to GetUWired for the prior twelve months. At GetUWired’s option, it may refund the prior twelve months of fees to Client and have no further liability. GetUWired is not responsible for any claims, liabilities, losses, and/or expenses arising out of a client’s or a third party’s use of the Work. GetUWired acknowledges the value to Client of the trademarks and will undertake not to use the trademarks, or any confusingly-similar trademarks, in any manner other than as embodied in the Work pursuant to these Terms and Conditions of Service. GetUWired retains the right to use a client’s public-facing content in GetUWired’s portfolio and for marketing purposes.
Parties Affected by Terms and Conditions of Service
These Terms and Conditions of Service shall be binding upon and inure to the benefit of GetUWired and the Client and their affiliates, successors, licensees, assigns, agents, and representatives.
Governing Law
These Terms and Conditions of Service shall be governed by and construed in accordance with the laws of the State of Georgia. Any action arising under these Terms and Conditions of Service shall be filed in the Federal or State Courts of Lumpkin County, Georgia. The Parties expressly consent to the jurisdiction of and venue in the Federal and State Courts of Lumpkin County, Georgia.
Severability
If any provision of these Terms and Conditions of Service is held to be invalid or unenforceable by any court of competent jurisdiction, the other provisions shall remain in full force and effect. Any provision that is held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable.
Records
GetUWired shall maintain records of hours and reimbursable expenses and shall make such records available to the client for inspection on request. GetUWired shall maintain such records of hours and reimbursable expenses for 2 years.
Client’s Obligations
The Client shall appoint a single representative with full authority to provide or obtain any necessary information and approvals that may be required by GetUWired. The Client’s representative shall be responsible for the coordination of briefing, review, and the decision-making process with respect to persons and parties other than GetUWired and its subcontractors. After the Client’s representative has approved a design, if the Client or any other authorized person requests changes that require additional services from GetUWired, the Client shall pay all fees and expenses arising from such changes as additional services.
Policies and Procedures:
Time Scheduling – GetUWired reserves the right to adjust any agreed-upon schedules or deliverable timelines if Client fails to meet deadlines for the submission of materials or is unable to grant approvals in a timely fashion. We typically fill our production calendar for two-week intervals. Delay of needed materials, approvals, credentials or any necessary items can push the Client’s project to the next available opening on our production calendar. We do our best to accommodate all of our clients but will not push previously-scheduled work into the future to work around and accommodate for missed deadlines.
Meeting attendance – Our team is dedicated to being on time and available for every scheduled meeting with a Client. If for any reason we are not available, the Client will receive a notice at least twenty-four hours in advance. If for any reason the Client is unable to attend a meeting with the Project Manager, the Client shall provide notice at least twenty-four hours in advance. If the Project manager does not receive such notice, GetUWired reserves the right to charge the Client’s account for a onehour meeting. Our team will wait in a scheduled call for up to ten minutes before logging off and charging the account.
Renewing Hours – When hiring for hourly-based work, Clients will be notified when their project has scheduled work on our production calendar that will leave them less than five hours remaining on their last purchased time block. When all of the time has been used, we will send the Client another notice asking for approval to take payment on the next block of time. If we do not receive approval for payment after all hours have been exhausted, we will immediately stop all work until the next payment has been approved.
Refund Policy – If the Client decides to discontinue a project, GetUWired will refund any unused hours that have been purchased, less an administrative fee of ten percent of the purchase price of the Client’s last purchased block of hours. Clients subject to a retainer agreement do not qualify for refunds.
Purchased Hours Expiration Policy – Hours purchased from GetUWired are available for use for up to one year after the last purchase date. After one year, the purchased hours will expire and Client shall have no further claim to such hours. In that event, additional hours must be purchased to receive further services.
Charge for Meetings – Typically, scheduled meetings with our team will last forty-five minutes. After forty-five minutes, the Project Manager and the team will coordinate on the action items and ensure all tasks are properly placed and assigned in the project. The client will be charged one hour for every meeting.
Hosting
GetUWired, Inc., we respect the fact that many businesses and organizations entrust their Website hosting and Web Business Infrastructure to us. Our dedication to reliable hosting services and personal touch web services makes us one of the industry leaders in offering turnkey solutions to businesses across the United States of America. We are so confident in our hosting technology, service and support team that we offer a 99.7% web site service level agreement (SLA). We do this in an attempt to offer peace of mind to our clients and to define exactly what is expected from us in reference to your web presence and how you should respond if something were to happen, such as a catastrophic event.
Hosting Coverage
The SLA applies to all GetUWired hosting packages. All hosting packages require that the Client’s account be current on all service charges with no past due balances owed. Website availability is defined as the total hours in the month (based on a 24-hour day and 365-day year) that the Client’s site is available for all HTTP and HTTPS requests, as recorded by GetUWired.
Hosting Exclusions and Conditions
GetUWired is not responsible for circumstances beyond the reasonable control of GetUWired, including, without limitation, acts of any governmental body, war, insurrection, sabotage, terrorism, pandemic, armed conflict, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, virus attacks or hackers, failure of third-party software (including, without limitation, ecommerce software, payment gateways, statistics, or free scripts) or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the SLA; Failure of access circuits to the GetUWired network, unless such failure is caused solely by GetUWired;
Scheduled maintenance, including upgrades and emergency maintenance;
Domain Name Server (DNS) issues outside the direct control of GetUWired, including, without limitation, DNS Propagation or any delays in the registration or transfer of a domain name due to domain registrar or registry issues, browser or DNS caching that may make your site appear inaccessible when others can still access it;
Outages or SLA failures resulting from any act or omission by Client or its agents, including, without limitation, custom scripting or coding (e.g. CGI, Perl, HTML, etc.), negligence, willful misconduct, exceeding allowable monthly Site Traffic allocation, or any use of the services in violation of the applicable Terms Conditions or acceptable use policy; Email or Web Mail delivery and transmission;
Outages elsewhere on the Internet that hinder access to a hosted account.
LIMITATION OF LIABILITY
GETUWIRED’S LIABILITY TO CLIENT HEREIN, IF ANY, SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY CLIENT TO GETUWIRED IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. EXCEPT AS MAY BE OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
IN NO EVENT SHALL GETUWIRED BE LIABLE TO CLIENT FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE WORK, WEB HOSTING SERVICE, LOSS OF DATA OR DELAY OF GETUWIRED IN DELIVERING ANY PRODUCT OR IN THE PERFORMANCE OF ANY SERVICES HEREUNDER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CLIENT AGREES THAT THESE LIMITATIONS SHALL APPLY.