Effective Date: July 29, 2022
Updated: April 1, 2024
These Terms of Service (the “Terms“) is made and entered into by and between Simon Villeneuve, Inc. d.b.a. Structure, an Oregon corporation (âProviderâ), and to you, the undersigned person, company, agency, or other entity (âCustomerâ) whose representative signs this Agreement.
By clicking “Accept Estimate” or otherwise accessing or using the services defined herein, you are creating a contract between the Provider and Customer.
By signing this Agreement, you are accepting to be bound to the terms of this Agreement on the date annotated on the Accepted Estimate (âEffective Dateâ).
Provider and Customer is each a âPartyâ and collectively are the âParties.â
This Agreement is effective as of the date you click “Accept” or accept the Agreement, and we have charged you Fees (the “Effective Date“). You represent and warrant that: (i) you have full legal authority to bind to this Agreement; (ii) you have read and understand this Agreement; (iii) you agree to this Agreement; (iv) you have obtained and will maintain any required third party consents necessary under this Agreement; and (v) you have the authority to approve a Change of Registrant. If you do not have the legal authority, please do not click to “Accept” or accept the Agreement. This Agreement governs your access to and use of the Services.
Background
Provider provides website consulting, design, development, management, and marketing services.
Customer desires to obtain and Provider agrees to provide such Services as specified herein under this Agreement and the Estimate attached and made part of this Agreement.
Customer and Provider agree that the following terms and conditions shall govern Providerâs provision of such Services and Customerâs acceptance of those Services.
Fees & Payment
Deposits
The Provider will allocate a project’s internal resources when the agreed-upon deposit has been paid.
The default deposit will be 50% of the total price unless agreed upon otherwise or as defined in the scope upon mutual agreement of the parties.
For ongoing Digital Growth System projects, the fees will be paid according to a pre-set monthly payment plan unless agreed upon otherwise or as defined in the scope upon mutual agreement of the parties.
Right Fit Guarantee
All deposits are refundable within 30 days of estimate acceptance and must be requested within the first 25% of the projectâs completion.
At the sole discretion of the Provider, and upon the Customer signing a separate termination and release agreement, the Provider may provide a refund for payments received upon termination of this Agreement.
Payment terms
Payment is due 15 days after the date of an invoice for all services by default unless agreed upon otherwise or as defined in the scope upon mutual agreement of the parties.
Billing intervals
All time is billed at 30-minute intervals. This reduces the internal overhead of tracking time for minutes of work at a time and helps encourage the Customer to condense their feedback and reduce an overload of small requests.
Change orders
A change order is any variation to a project not included in the accepted estimate and subsequently changes the scope of work. Any modification or change to the accepted estimate is treated as a variation.
At the time of a change order, the Provider will alert the Customer in written form and present a change order estimate. The change order will be made at estimate acceptance.
Provider shall invoice Change Orders at the next invoice, and Customer shall pay in full for the following services according to the following schedule:
- Timeline Change: $150.00
- Additional Feature: Cost of the Additional Feature plus a fee of $150.00
- Additional Strategy, Design, or Development Time: $150.00 per hour
The change order estimate may or may not list the additional fees.
Default accounts and service interruptions
By default, all invoices are due Net 15. If full payment is not received 7 days after the invoice due date, a late fee of $150.00 or 2% of the invoice value, whichever is greater, will be applied.
If your state law does not allow for late fees, penalties, or returned check charges applicable in this Section, then the maximum allowable rate for your state will be charged.
Additional late fees will apply every seven (7) days if the invoice goes unpaid.
Accounts default when any invoice goes unpaid 30 days after the due date. Default accounts will be automatically “Paused.” As stated under “Pausing a project,” initiating a pause does not relieve the Client from the obligation to pay the monthly late fee, if applicable.
Furthermore, a $500 pause fee will be applied. A project can be paused for up to (12) months. The project will be terminated if the Pause Fee is unpaid within six (6) months.
If you default, you agree to pay Provider its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under these Terms and Conditions.
Returned checks
If the customer pays by check that does not clear, the customer is immediately in default and subject to a returned check charge of $35.
Pausing a project
The Customer may Pause their project at any time, for any reason, pending they pay a $500 Pause Fee. A project can be paused for up to (12) months. The project will be terminated if the Pause Fee is unpaid within six (6) months.
A Pause fee will be automatically initiated if the account defaults.
Initiating a pause, whether manually or automatically, does not relieve the Client from the obligation to pay the monthly late fee, if applicable.
If the Customer’s project is terminated, the Customer agrees to pay the Provider its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under these Terms and Conditions.
Late cancellations or no-shows
Once the Customer has booked a meeting with the Provider, they have reserved time exclusively for you. If the Customer cancels their appointment less than 24 hours before it is scheduled, the Customer will be subject to a late cancellation fee or a no-show fee equal to the current hourly rate multiplied by the length of the appointment. The minimum appointment length is 30 minutes.
To avoid a cancellation fee, the Customer must provide a cancellation notice in writing at least 24 hours before the appointment.
The Provider may waive a Customer fee for a first-time late cancellation or no-show at their sole discretion.
Third-Party Service Fees
A 30% Third-Party Service Fee will be applied to any third-party services paid for by Structure on behalf of a customer.
Common Third-Party Service Fees include:
- Website Plugin Fees (one-time or recurring)
- Website Service or Integration Fees (one-time or recurring)
- Website Hosting Fees (one-time or recurring)
- Domain Purchase Fees (one-time or recurring)
- Shipping Fees (one-time or recurring)
When Third-Party Service Fees Apply
- Structure enters into a contract or agreement with a service provider under our name on behalf of a Customer.
- Pay a service provider directly and then invoice the customer for the amount.
What Third-Party Service Fees Cover
- Administrative Expenses â the cost of setting up accounts with suppliers, processing payables, and tracking the financials associated with the account.
- Cost of Interest â the cost of interest on the balance we carry.
- Loss of Investment Opportunity â cash we use for our clientâs expenses is cash we canât invest and earn interest on.
- Risk of Carrying Expenses â we take a risk that our client may not be able to pay on time or at all.
The markup is not for managing, placing, and coordinating third-party services. These services are included in our standard service fees.
Structure will never require our clients to purchase services through our Third-Party providers. Although sometimes it may be more convenient for Structure to handle it.
f the contract for the third-party services are paid for using a Customer account and/or the invoices come to the Customer, then the markup doesnât apply.
Customers can opt out of Third Party Services Fees as part of their contract or on individual jobs upon request.
Pricing changes
Provider reserves the right, upon reasonable notice to the Customer, to adjust their pricing and fee structure at any time.
Support Requests & Reasonable Use
Support must be requested through the proper channels to be received and responded to in a reasonable amount of time. To request support, please email [email protected] or create a ticket at https://wearestructure.com/support/.
Each request is subject to a 30-minute minimum fee. The Structure management exclusively determines the effort required for the development. For work outside of the scope of Structure, Structure management may provide alternative solutions to the client, including referral to the Structure partner network.
Structure provides a 24-hour response time, but provides no guarantee, either express or implied, on when a support request can or will be resolved.
Your requests are subject to Structure management or its assigned agent’s approval.
Limitations of Liability and Indemnification
Limited Warranties
Structure does not monitor or exercise control over the content of the information transmitted through its servers. Use of the services or any information that may be obtained therefrom is at customerâs own risk. The services are provided on an âas isâ basis, and customerâs use of the services is at its own risk. Except as provided in the order form(s), Structure does not make, and hereby disclaims, any and all other express and/or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, noninfringement and title, and any warranties arising from a course of dealing, usage, or trade practice. Structure does not warrant that the services will be uninterrupted, error-free, or completely secure.
Disclaimer of Actions Caused by and/or Under the Control of Third Parties
Structure does not and cannot control the flow of information to or from Structure network and other portions of the internet. Such flow largely depends on the performance of internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt customerâs connections to the internet (or portions thereof). Structure cannot guarantee that such events will not occur. Accordingly, Structure disclaims any and all liability resulting from or related to such events.
Specific to WordPress Management Services
Structure prioritizes ensuring all Customer websites they have agreed to manage run smoothly without downtime or service interruptions out of Structure’s control. Structure is not responsible for any changes, issues, bugs, or service interruptions caused by third-party action.
Any services rendered by Structure to resolve any changes, issues, bugs, or service interruptions caused by third-party action will be subject to additional fees applicable to the Customer’s service package. More information is available under the heading: Account Support & 24-hour response time.
Delays and Interruptions
Structure shall not be liable for any data loss resulting from delays, data corruption, nondeliveries, misdeliveries or service interruptions. Customer shall be solely responsible for the selection, use and suitability of the services, and Structure shall have no liability. Except to the extent of Structure gross negligence or willful misconduct, neither Structure nor its network services supplier will be liable for unauthorized access to Structure or customerâs transmission facilities or premise equipment or for unauthorized access to or alteration, theft or destruction of customerâs data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, regardless of whether such damage occurs as a result of Structure or its network service supplierâs negligence.
Indemnification
Each party agrees to indemnify and hold the other harmless against any losses, costs, expenses (including, but not limited to, reasonable attorneysâ fees), claims, damages, liabilities, penalties, actions, proceedings or judgments (collectively, âLossesâ) resulting from any claim, suit, action, or proceeding brought by any third party against the other or its affiliates related to or arising out of (i) any infringement or misappropriation or alleged infringement or misappropriation of any United States copyright, trade secret, patent, trademark, or other proprietary right related to any hardware or software utilized in connection with any of the Services (but excluding any infringement contributorily caused by the other party), and (ii) any violation of or failure to comply with the Rules or Regulations. Customer further agrees to indemnify Structure and its affiliates against any Losses which arise out of, or relate to any content provided by Customer or the customers/clients of Customer, and Customer will reimburse Structure and its affiliates for all legal expenses, including reasonable attorneysâ fees, incurred by Structure and its affiliates in connection with any such Losses.
Consequential Damages
Except for the partiesâ indemnity obligations, in no event will either party be liable or responsible to the other for any type of incidental, punitive, indirect or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort (including negligence), product liability, strict liability or otherwise.
Services
Web Design & Development
timely Feedback
The customer agrees that their timely response to the Providerâs requests for feedback impact the project timeline and fees.
By default, feedback requests should be responded to within two (2) business days.
If the Company does not respond to feedback requests within five (5) business days, the Provider will issue a Pause Notice to Customer advising the Customer that the Account will be subject to service interruption if the Customer does not provide the requested information, guidance, or feedback within twenty-four (24) hours of receipt of the Pause Notice. The provider is not liable for any losses related to the service interruption.
If the Customer wants the Provider to resume work after a Pause Notice has been supplied, for any reason, and the Customer has not provided the requested information, guidance, or feedback within twenty-four (24) hours of receipt of the Pause Notice, the Customer must first pay a $500 Pause Fee before the Provider resumes work.
The project will be terminated if the Pause Fee is unpaid within six (6) months. If the Customer’s project is terminated, the Customer agrees to pay the Provider its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under these Terms and Conditions.
A project can be paused for up to twelve (12) months. After twelve (12) months, the Customer agrees to pay the Provider its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights under these Terms and Conditions.
If the Customer wants to keep their project paused without termination, they can pay an additional $500 Pause Fee every twelve (12) months to keep their project from being terminated.
Revisions
Unless specified otherwise in the accepted estimate, all deliverables have a default limit of one (1) revision. A change order will be required if additional revisions are requested beyond the default limit (or the limit specified in the accepted estimate).
Website Management
Basic Digital Growth System (DGS)
website enhancement HOURS
The total Website Enhancement Hours included in the package can be used anytime.
Client will accrue two (2) hours per month while the agreement is active and is allowed to use up to 24 hours before accruing them. If the Client cancels before the 12-month cycle is over, the Client will be invoiced for the hours used that were not yet accrued on a time and materials basis at the current hourly rate.
Additional work requested over the predefined amount will be billed on a T&M (Time & Materials) after the limit has been reached, according to the current hourly rate, or the Client will be allowed to purchase a Website Maintenance Retainer at a discounted rate. The Client will be notified when Website Enhancement Hours are used up.
Nature of Requests
The maintenance tasks included are limited to updating, fixing, and maintaining content on one (1) website you specify.
Requests should fall within the following categories:
- UI troubleshooting (HTML, CSS, Javascript)
- Styling elements with CSS
- Content population & image manipulation
- Creation of basic graphics (e.g. buttons, banners, etc.)
- WordPress consulting (advice and support)
- Optimization of CSS, Javascript and Images
- Theme/plugin audits
- Plugin installation and implementation
If you are unsure whether a request meets these criteria, submit it as a ticket to our support system, and we will either accept the ticket or deny it based on managerial approval.
Examples of requests which shall not meet Structure management approval for support:
- Website redesign
- Custom plugin development
- Custom theme development
- Search marketing/SEO services
- Video production services
These are a few specific examples of what’s included and not included.
PRIORITY support & 24-hour response time
In all packages, Priority Support by the Provider is limited to questions that take 15 minutes or less to respond to.
If the Customer question requires investigation, research, strategy, or testingâor is multi-tiered and takes multiple back-and-forth messages that take longer than 15 minutes to answer the single questionâthat question requires resources beyond what is provided in the scope of service.
For the Essential Package, the additional services rendered will be billed separately as a T&M project. If additional support is required to be billed separately as a T&M project, the Provider will notify the Client in writing and require written approval before proceeding or incurring any fees.
The services rendered will use the additional support hours included for the all packages. The Provider will not notify the Customer if additional support hours are available.
If additional support is required and additional support hours are unavailable, the additional support will be billed separately as a T&M project. The Provider will notify the Client in writing and require written approval before proceeding or incurring any fees.
Warranty
Structure warrants its website development to be free of defects in functionality and workmanship for the website’s Warranty Period. The Warranty Period commences on the original purchase date of the product.
The Warranty is referenced under the phrases “Warranty,” “Structure Warranty,” or “Work for Free Warranty.”
The Structure Warranty Period
- Two (2) years for custom websites
The two (2) year Warranty Period may be called the “website’s lifetime.” This is because, on average, a typical website should last at least two (2) years before it needs to be rebuilt.
To avoid doubt, you must submit your claim within the period specified above to be entitled to a claim under this Warranty.
Limitations of Liability
The Structure Warranty is voided under any of these actions:
- The original codebase is modified in any way by anyone other than Structure
- The website is regularly managed or maintained by anyone other than yourself or Structure
- You have changed, added to, or removed parts of original functionality
- You are using the website for purposes other than originally stated
- You are taxing the website beyond it’s intended capacity and infrastructure
- The website or company changes ownership
Submitting a Claim
If the claim falls within the warranty, Structure will remedy any defects in functionality and workmanship by replacing or repairing any component free of charge in good faith.
The costs and expenses associated with claiming your warranty, including the fees of posting your claim, sending an email, or making a telephone call to do so, will be borne by you.
If the warranty does not cover the product or component, we will return it at your expense, including any relevant consulting fees for services rendered outside of the Warranty.
Acceptance
Please note that by submitting your payment, you agree to all of our terms of service as they are written here. Structure reserves the right to change or update these terms without prior notice. The user of this site agrees to the terms of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications must be in writing and signed by both parties.