Website Consulting, Development, and Maintenance Agreement

Please carefully print and read this WEBSITE CONSULTING, DEVELOPMENT, AND MAINTENANCE AGREEMENT (“Agreement”) before proceeding to purchase any of Ayutopia International, LLC’s Website Consulting, Development, and Maintenance Programs, programs providing the services detailed below (the “Program”).  If you do not agree to all of the terms stated in this Agreement, do not register for any of these Programs.

By clicking “I Agree” on the application form, giving your credit card information, paying by check, and/or otherwise enrolling, electronically, verbally, or otherwise, in the Program, you (“Customer”) are entering into a legally binding agreement with Ayutopia International, LLC, a North Carolina limited liability company (“Developer”), which is in the business of providing web site development and maintenance, according to the following terms and conditions.

The parties, Developer and Customer, mutually agree as follows:

1. Duties of Developer:

1.1. Developer shall provide the following services to Customer (as chosen by client on https://ayutopia.com/web-retainer-agreement):

1.1.1. Web Site Maintenance Services.  Developer shall be available to make changes to Customer’s web site, whether initially designed by Developer or a third party, to meet Customer’s requirements.  If Developer is not also responsible for hosting Customer’s web site, Customer shall provide Developer with the necessary account name, host name and password to access and modify Customer’s web site.

1.1.2. ConsultingDeveloper shall provide advice and consulting for Customer as requested by Customer to address the information technology and communications needs of Customer.

1.1.3. On-Site and After-Hours Work

1.1.3.1. Developer’s Regular Business Hours are 10:00am to 7:00pm Eastern time, Monday through Wednesday, excluding federal holidays as designated by the United States Office of Personnel Management.  After-Hours Work constitutes all work performed outside Developer’s regular business hours.

1.1.3.2. On-Site work constitutes all work performed at a location other than one of Developer’s offices.

1.2. ProcurementDeveloper may recommend that Customer purchase specific equipment and software to meet Customer’s needs and to allow Developer to implement the services contemplated above.  Unless Customer directs Developer to procure equipment or software on its behalf, Customer is responsible for the procurement of all equipment and services contemplated above.  Unless Customer directs Developer to procure equipment or software on its behalf, Customer is responsible for the procurement of all equipment and software and Customer shall compensate the providers of each piece of equipment or software program directly for the items that Customer procures.  If Customer directs Developer to procure equipment or software on its behalf, Customer agrees that Developer does not provide any warranty on the resold equipment and software and that Customer’s sole warranty remedies lie with the equipment or software provider.

1.3.  Outside Consultants.  Developer may recommend outside consultants in the event that Customer requires products or services that are beyond the expertise of Developer.  Customer may directly contract with the outside consultants that Developer recommends, or may direct Developer to subcontract to the outside consultants.

2.   Website Maintenance Retainer Packages

2.1. Premium Retainer Packages

2.1.1. All premium retainer packages provide for back-end maintenance and updates to Customer’s website, and any of the following at Customer’s request: website development, design, and changes; content, image and data updates to the website (with content provided by Customer); and question and answer help sessions with Developer.

2.1.2. Each premium retainer package is a provided at a set price per month, paid in advance.  Packages may either be paid (1) each month in advance, or (2) annually in advance for an additional retainer payment discount and set hourly rate discount.

2.1.3. Each premium retainer package provides for a set number of billable hours included in the monthly fee.  Developer will bill all additional hours at the discounted hourly rate set for each premium retainer package.  Any unused included hours will not rollover, nor will Customer be entitled to any refund for any portions of unused hours.

2.1.4. Customer’s choice of a premium retainer package via form on https://ayutopia.com/web-retainer-agreement indicates Customer’s selection of that package (select one only):

Premium Packages

Included Hours per Month

Monthly Payments

Package Hourly Rate

Annual Payment

Annual Payment Hourly Rate

NONE

0

0

$75/hr

N/A

N/A

Maintenance Only

N/A

$30

$75/hr

N/A

N/A

Bronze

1

$70

$70/hr

$780

$65/hr

Silver

2

$130

$65/hr

$1440

$60/hr

Gold

3

$180

$60/hr

$1980

$55/hr

Platinum

5

$275

$55/hr

$3000

$50/hr

2.1.5.  Customer’s selection in the form on page https://ayutopia.com/web-retainer-agreement indicates customer’s agreement to pay for any package selected above in Section 2.1.4. either monthly, annually, or at Developer’s non-discounted hourly rate.

2.2. Maintenance Only Retainer Package

2.2.1.   Developer’s maintenance only package provides for back-end maintenance including regular updates to the latest version of WordPress, WordPress plug-ins and modules, and WordPress themes.  If Customer requests changes to content or design, Developer will bill such work at Developer’s standard hourly rate of $75/hr.

Package

Included Hours per Month

Monthly
Payment 

Package Hourly Rate

Annual Payment

Annual Payment Hourly Rate

Maintenance Only

N/A

$30

$75/hr

$360

$75

2.2.2.   The maintenance only package is billed quarterly, in advance, at a rate of $90 per quarter or $360 per year.

2.2.3.   The maintenance only package includes and automated backup system which regularly saves backups of Customer’s data on a secure cloud-based server.  Customer shall pay a one-time backup system setup fee of $50 if Customer desires to use the automated backup system.

2.3. Annual Commitment. 2.3.1.   In exchange for the discounted rates offered by any retainer package selected above, Customer makes a year-long commitment to the selected retainer package, which commitment renews annually on the Effective Date pursuant to Section 3.10. 2.3.2.   In the event that either party wishes to terminate the retainer package commitment only at the end of any annual commitment, that party may do so by providing notice of intent not to renew to the other party at least thirty (30) days prior to the next anniversary of the Effective Date.

 3.Compensation by Customer3.1.Customer shall pay Developer for services provided by Developer as follows:3.1.1.   Web Site Design &  Maintenance ServicesCustomer shall pay Developer $75 per hour for web site design and maintenance services which are performed at any of Developer’s offices during Developer’s Regular Business Hours.3.1.2.   ConsultingCustomer shall pay Developer $75 per hour for all consulting services which are performed at any of Developer’s offices during Developer’s Regular Business Hours.

3.1.3.   On-Site and After-Hours WorkCustomer shall pay Developer 150% of applicable rates for all On-Site and After-Hours work.3.2.Authorization.  Before work is begun for each project or task, Customer shall provide written authorization to Developer for the project or task.  Initially the representative of Customer named at https://ayutopia.com/web-retainer-agreement shall be permitted to provide authorization for work performed by Developer.

Customer may modify the list of persons permitted to authorize work with Developer by written notice at any time.  Developer shall reference the name of the authorizing person for each charge on Developer‘s invoices.3.3.Travel Expenses.  In the event that Developer is required to travel to Customer’s location in order to provide any of the services contemplated by this Agreement, Customer shall:
  (a) reimburse Developer for Developer’s reasonable out-of-pocket travel expenses, and
  (b) compensate Developer for Developer’s travel time to and from Customer’s location at the On-Site hourly rate provided in Section 2.1.3.4.Dispute of Charges.  If Customer wishes to dispute a charge on an invoice that it receives, it must do so within fifteen (15) days of receipt of the invoice.  If Customer does not dispute the charges, in writing to Developer, within fifteen (15) days of receipt of the invoice, Customer subsequently waives all right to dispute the charges on that invoice.3.5.Payment through termination.  In the event that either party terminates this agreement according to the provisions of the “Term and Termination” section, Customer shall pay for all non-recurring services in full and shall pay for all recurring services through the termination date.3.6.Payment terms.3.6.1.Developer shall bill all hourly charges in (15) minute increments with a minimum charge of fifteen (15) minutes for any individual charge.3.6.2.Customer shall pay Developer for all work performed at hourly rates based upon the actual time spent for a particular project, including phone calls and meetings.3.6.3. Any invoice that Customer does not pay by the due date marked on the invoice accrues an interest charge of 1.5% per month for each month or portion of a month that the invoice remains unpaid.3.7.  Prevailing RatesDeveloper may unilaterally adjust its hourly rates upon the anniversary of the execution of this Agreement, with thirty (30) days notice to Customer.3.8.  Effective Date: This Agreement is effective upon the day upon which both parties execute the Agreement, or, if not executed by both parties the same day, the day upon which the second party executes the Agreement.3.9.  Term:  The initial term of this Agreement is for one year from the Effective Date.  The Agreement will automatically renew for successive one (1) year periods on each anniversary of the Effective Date, unless either party gives notice of intent not to renew to the other party at least thirty (30) days prior to the anniversary of the Effective Date.3.10.Termination:3.10.1. Either party may terminate this Agreement by providing notice to the other party at least thirty (30) days in advance of the desired termination date.3.10.1.1. In the event that Customer selected a retainer package in Section 2 of this Agreement, (1) Customer shall not be entitled to any refund for retainer payments made prior to termination and (2) Customer shall be obligated to continue making any unpaid monthly retainer payments from the date of termination until the next anniversary of the Effective Date.3.10.2. Termination will only apply to the services and compensation provisions of this Agreement.

4.  General Provisions4.1.  No Agency.  This Agreement does not create or imply any partnership, agency relationship, or joint venture between Developer and Customer.4.2. Warranties.  Developer disclaims all warranties, express or implied, including the implied warranty of merchantability and the warranty of fitness for a particular purpose.  However, upon Customer’s request, Developer will assist Customer in exercising Customer’s warranty rights on any equipment or software purchased by Customer and warranted by the manufacturer or vendor of the equipment or software.  Customer will compensate Developer for any such assistance under the terms of this agreement.4.3.  Limitation of Liability.4.3.1. In no event will either party be liable to the other for any special, incidental or consequential damages, whether based on breach of contract, tort (including negligence) or otherwise, whether or not that party has been advised of the possibility of such damage.4.3.2. The liability of each party for damages or alleged damages hereunder, whether in contract, tort or any other legal theory, is limited to, and will not exceed, an amount equal to the total fees paid by Customer to Developer.4.4.Force Majeure.4.4.1. Any delay in or failure of performance by either party under this Agreement will not breach this Agreement if it is caused by any occurrence beyond the reasonable control of such party including, but not limited to (a) acts of God, (b) power outages, and (c) governmental restrictions.4.4.2. Performance is excused for the lesser of (a) the number of days the occurrence reasonably prevents performance, and (b) thirty (30) days.4.5.Waiver.  Any failure or delay by either party to enforce any right under this Agreement (a) does not constitute a waiver, at that time or in the future, of (i) the non-enforced right, or (ii) any other right, and (b) does not modify the rights or obligations of either party under this Agreement.4.6.Amendments.  This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.4.7.Governing Law.  The laws of the State of North Carolina govern this Agreement.4.8.Dispute Resolution.4.8.1.Time Period.  Any claim arising out of or related to this Agreement must be brought no later than one (1) year after the claim accrues.4.8.2.Binding Arbitration.(a) Any dispute between the parties arising out of or in connection with this Agreement will be submitted by the parties to binding arbitration.(b) Any arbitration will proceed in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”) in the State of North Carolina at a venue chosen by Developer.(c) In the event the parties fail to agree upon an arbitrator within ten (10) days after written notice from one party to the other requesting arbitration, the complaining party shall have an arbitrator, familiar with the issues, designated in accordance with AAA rules.(d) The award rendered by the arbitrator will be final and binding on the parties, and either party may enter such judgment in any court of competent jurisdiction.4.8.3.Costs.  In the event of any action to enforce, interpret or set aside this Agreement, the prevailing party is entitled to recover all arbitration costs and attorneys’ fees incurred in connection with such action or proceeding.4.9.Representations.  The parties acknowledge that in executing this Agreement they do not rely and have not relied upon any representation, or statement,
other than those specifically stated in this written Agreement, made by any of the parties, or by any of the parties’ agents, attorneys or representatives
with regard to the subject matter, the basis, or the effect of this Agreement.4.10.Prior Understanding.  This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement, and the parties intend that it is a complete and exclusive statement of the terms of their agreement.  This Agreement supersedes all negotiations, understandings, agreements, representations and warranties, if any, related to the subject matter of IT Consulting, which precede the execution of this Agreement.4.11.Partial Invalidity.  In the event a portion of this contract becomes invalid or unenforceable, all remaining portions of the contract will remain binding and enforceable.4.12.Notice.4.12.1.  Each party shall send all notices and all other communications, required or permitted by this Agreement, in writing, by any one of the following methods:
(a) email
(b) fax
(c) personal delivery
(d) certified mail, return receipt requested
(e) registered mail, return receipt requested, or
(f) overnight mail delivery service.4.12.2.  Either party may change the address to which notices and other communications are sent, by written communication to the other party, served in the manner described in this paragraph.4.12.3.  Initially, the addresses to which notices and other communications are sent are as follows:To Developer:
Ariana Ayu, CEO
Ayutopia International, LLC
28 Schenck Parkway, 
Building 2B, Suite 200, 
Asheville, North Carolina, 28803To Customer:
(using address provided by customer in form on page: www.ayutopia.com/web-retainer-agreement)4.13.  Headings.  The headings of the sections of this Agreement have been included only for convenience and do not modify or limit any of the provisions of this Agreement.4.14.  Binding Agreement.  This Agreement is binding upon, and inures to the benefit of, the parties and their heirs, administrators, representatives, executors, successors and assigns.4.15. Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of the counterparts together constitute a single instrument. By clicking “I agree” at  www.ayutopia.com/web-retainer-agreement, I agree to the terms and conditions contained in the Website Consulting, Development, and Maintenance Agreement above and wish to retain Ayutopia International, LLC for those services.

Package

Included Hours per Month

Monthly Payments

Package Hourly Rate

Annual Payment

Annual Payment Hourly Rate

Maintenance Only

N/A

$30

$75/hr

N/A

N/A