Website Management & Support Agreement

Updated: January 28, 2024

Quick Guide to Your Website Management & Support Agreement with Klovera:

This agreement outlines our commitment to maintaining and supporting your website. You’ll choose a service plan that fits your needs, and we’ll take care of tasks like updates, security, and troubleshooting. Remember, the service fees are billed monthly and are non-refundable. If your needs exceed the monthly plan, we’ll let you know, and you can decide how to proceed. We’re here to ensure your website runs smoothly, so you can focus on your business! Questions? We’re here for you. Just drop us a line at team@klovera.com

These Terms of Service (hereafter referred to as the “Agreement”) are an agreement between Klovera LLC, (“Klovera,” “Company”, “we,” “us,” or “our”) and you (“User”, “Client”, “Customer”, “you” or “your”). This Agreement sets forth the general terms and conditions of Website Management & Support packages made available by Klovera (collectively, the “Services”). By obtaining, using, and/or paying for the Services, you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to utilize or access the Services.

Purpose of Agreement

Client desires to retain Klovera as an independent contractor to perform various website management and support Services. Klovera is ready, willing, and able to undertake the Services and agrees to do so under the terms and conditions set forth in this Agreement. Accordingly, the parties agree as follows:

Scope of Management & Support Services

(a) Client Engagement and Service Definition:

  • Client wishes to engage Klovera for ongoing Website Management & Support services.
  • The scope of these services is defined according to the Client’s selected Website Management & Support Plan.

(b) Maintenance Services:

  • Klovera will provide maintenance services, including but not limited to: Software updates, security hardening, uptime monitoring, malware scanning, preventative maintenance, database optimization, redundant backups, managed hosting, domain name management, monthly reporting, performance optimization, SSL Encryption, and software license management.

(c) Support Services:

  • In addition to maintenance, Klovera offers support services encompassing: Access to Helpdesk, content updates, troubleshooting, disaster recovery, malware removal, blacklist removal, minor coding & bug fixes, CMS administration, user administration, e-commerce support, advanced reporting, data visualization, and vendor collaboration.

(d) Inclusion and Exclusion of Services:

  • The services listed above are included in the scope of Management & Support Services.
  • Services requiring in-depth project management, custom coding, mockups, and other extensive development tasks are addressed separately under the Project Budget Agreement.

(e) Client’s Involvement in Scope Adjustment:

  • While Klovera holds expertise in determining the tasks necessary for optimal website management and support, client feedback and approval are sought for any significant changes or additions to the scope of services.

(f) Determination of Service Classification:

  • Klovera reserves the right to classify tasks as either ‘Management & Support’ or ‘Project’ based on the nature and complexity of the work involved.
  • This classification is crucial for ensuring that services are delivered under the appropriate agreement, be it the Website Management & Support Agreement for routine tasks or the Project Budget Agreement for more extensive development work.
  • While client insights are valued and considered, the final determination of the classification of services will be made by Klovera, ensuring that all tasks are aligned with the appropriate service structure and billing model.

Management & Support Plans

Management & Support Plan Details, included here by reference.

Client Duties & Support Hours

(a) Compensation for Management & Support Services:

  • In consideration for the services provided by Klovera to Client as set forth in sections 2 & 3 above, Client agrees to pay Klovera’s Website Management & Support monthly plan rate up to the chosen level of service.
  • This is an auto-recurring monthly plan with defined service levels and billed monthly.
  • Non-Refundable Nature of Payments: All payments made to Klovera under this agreement are non-refundable. This policy supports the allocation of resources and planning necessary to sustain the Client’s website.
  • The current prices for each level of service:

    • Basic: $156 per month – Max 1 maintenance & support hour per month
    • Premium: $520 per month – Max 4 maintenance & support hours per month
    • Premium+: $1260 per month – Max 10 maintenance & support hours per month
    • Enterprise: $4788 per month – Max 40 maintenance & support hours per month

(b) Allocation and Usage of Monthly Support Hours:

  • At the start of each month, Klovera will reserve a pool of hours for the Client’s use according to the Client’s chosen Website Management & Support Plan.
  • All maintenance & support tasks performed in relation to your website will be counted against your monthly support hours.
  • A defined percentage (25-50%, variable based on specific needs) of these hours is reserved for standard maintenance tasks each month. The remainder is available for other support tasks, as detailed in Section 2 above.
  • Support hours are designated for maintenance and support tasks only, separate from project development tasks outlined in Section 2 above and in the Project Budget Agreement.
  • Unused support hours expire monthly.

(c) Payment Terms:

  • Klovera’s obligation to render Services is conditioned upon Client’s payment of plan fees on a timely basis. Plan fees will be invoiced at the start of each month and are due upon receipt.

(d) Plan Changes, Pro-rated Fees and Cancellations

  • Changing Website Management Plans: Client may request to change their selected plan or cancel at any time. 
  • Pro-Rating Initial Month:  If the Client signs up or changes plans after the 1st of any given month, the initial month’s fee will be charged on the signup date. Subsequent monthly payments will be charged on the 1st of every following month. Klovera reserves the discretion to pro-rate the initial month’s fee to reflect the actual commencement date of services.
  • Cancellation Policy:
    • In the event of cancellation, Klovera commits to providing services for the period covered by the final payment received. This ensures that the Client receives all services paid for, up to the end of the paid period.
    • If the Client’s website is hosted on the Klovera Cloud, domains or software are managed by Klovera, we will assist in migrating to a new host and/or registrar at the Client’s request. We can also assist with handing over the management of software licenses. Time spent will apply to the Client’s support hours or be treated as a separate project at Klovera’s discretion.
    • Fairness in Non-Refundability: While payments already made are non-refundable, this policy is in place to ensure that resources dedicated to the Client’s website are appropriately compensated. 
    • Klovera understands the importance of flexibility and will strive to accommodate the Client’s needs should circumstances change. We encourage open communication to explore possible solutions in case of unforeseen situations leading to cancellation.

(f) Monthly Support Hour Overages:

  • Client agrees to pay Klovera for all work that exceeds the monthly reserved pool of Support Hours. Klovera will charge Client at the hourly rate of the related Project Budget Agreement billed in 15-minute increments against the pre-approved project budget set forth in the Project Budget Agreement. If no pre-approved budget exists, Klovera will charge Client at the “Pay-as-you-go” hourly rate of $150 per hour billed in 15-minute increments. Overage fees will be invoiced on the last day of the month in which they occur and are due on receipt.

(g) Late Payments and Penalties

  • If payments are not received by the due date, Klovera reserves the right to cease Services and withhold delivery of work until payment has been made.
  • If, on the 15th day following a payment due date, a payment remains unpaid, Klovera may assess a penalty fee in the amount of 10% of the amount due. Klovera reserves the right to withhold Services (including hosting and domain name renewal) until all assessed penalties are paid in full.

(h) Client’s Provision of Tools and Information:

  • Throughout the project, the Client agrees to supply all tools, information, and documentation needed for effective performance of services.

(i) Extra Expenses and Approvals:

  • Client agrees to reimburse Klovera for expenses incurred by Klovera solely on Client’s behalf, including but not limited to software license fees, domain name renewal, hosting, plugins, shipping, stock imagery, 3rd party vendor services. Expenses affecting your monthly fee or exceeding $100 require prior written approval.
  • Klovera reserves the right to cease performance of services and withhold work product if approved expenses are not reimbursed within 30 days.
  • Klovera may include, at their discretion, some software license and plugin fees at no charge.

Hosting, Domain Name Management, and Software License Management

(a) Hosting Services: Klovera offers managed hosting services within the Klovera Cloud as part of our maintenance plans. We define “standard websites” as those with typical resource usage patterns and traffic levels appropriate for shared hosting environments. Should a website exceed these standard parameters, impacting server performance or resource allocation, Klovera reserves the right to recommend and facilitate a transition to more suitable hosting solutions such as Shared VPS, Semi-Dedicated, or Dedicated servers, potentially incurring additional fees. This approach ensures optimal performance and security for all hosted websites. Access to server management tools is provided upon request.

(b) Backup Services: Recognizing the critical nature of data, Klovera conducts regular backups, aiming for robust data integrity and quick disaster recovery. However, clients should be aware that backups are intended as a precaution, not a guarantee. Technical limitations or unforeseen events may lead to backup failures. Clients are advised to maintain their own backup solutions to ensure data security. In the rare event of backup service malfunction, Klovera commits to addressing and resolving the issue promptly, yet the restoration of data from backups is not guaranteed and is provided ‘as-is’.

(c) Domain Name Registration and Management: Domain name services offered by Klovera include procurement, renewal, and DNS management, ensuring your online presence remains uninterrupted. While we manage the technicalities, clients retain the right to access and manage their domain settings, offering flexibility and control.

(d) Software License Management: Klovera manages and maintains software licenses on behalf of clients, ensuring compliance and up-to-date operation. This includes individual licenses as well as shared licenses under developer agreements, where applicable. Klovera may absorb certain costs, reflecting our commitment to providing value and efficient service. It’s crucial to note that access to shared or premium licenses is contingent upon maintaining an active service plan with Klovera. Should the service plan be discontinued, clients will be responsible for procuring and managing their own licenses to maintain software functionality and support.

(e) Hosting and Domain Name Transition: In circumstances of service cancellation or client preference for an alternative provider, Klovera facilitates the transition of hosting and domain management services. Depending on the complexity, such transitions may be considered under the client’s current support plan or as a separate project.

(f) Liability Limitations: Klovera strives for secure and consistent hosting and domain services but cannot guarantee uninterrupted service or complete data security. Liability for hosting-related issues, such as downtime, data loss, or security breaches, is limited per the Limitation of Liability section. Our responsibility is to provide reasonable care in managing these services.

Term of Agreement

This Agreement commences on the date it is executed and shall continue until it is terminated by one party under the terms of this Agreement.

Cancellation

(a) To cancel, send an email request to team@klovera.com. Cancellation requests must be received prior to the 1st of the month (Central Time) of the month you wish to no longer engage the Services.

(b) Any payments received by Klovera are non-refundable. Cancellation does not entitle Client to a refund, pro-rated or otherwise, of fees already paid, even for the month in which the cancellation occurred. Upon Client cancellation, Klovera will continue to provide services for the period that the last payment received covers, and will halt future charges.

(c) Client or Klovera may cancel this Agreement for any reason at any time by providing written notice. Client will remain obligated to pay the fees set forth in section 4 for the current month. Client will also remain obligated to pay all expenses incurred by Klovera on Client’s behalf, in accordance with paragraph 4(i), through the last day of performance. Klovera will remain obligated to deliver the services as detailed in this Agreement through the last day of performance. 

No Guarantees

Klovera cannot guarantee the outcome of the Services and Klovera’s comments about the outcome are expressions of opinion only. Klovera makes no guarantees other than that the services described in Paragraphs 2 & 3 shall be provided to Client in accordance with the terms of this agreement. Client acknowledges that Klovera cannot guarantee any results for website management & support services as such outcomes are based on subjective factors that cannot be controlled by Klovera.

Confidentiality

Mutual Confidentiality: Any and all information and data shared between parties in the fulfillment of this Agreement is of a confidential nature, including, but not limited to any design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by the receiving party in the strictest confidence and not disclosed to third parties or used for any purpose other than those specified hereunder without the other party’s express written consent, other than to comply with law. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by party, (b) was in party’s possession prior to receipt from the disclosure, (c) is received by party independently from a third party free to disclose such information, or (d) is independently developed by party without use of the other party’s Confidential Information. Upon request, both parties hereto will promptly return or destroy all documents containing the other party’s Confidential Information and delete all electronic records of or containing the same.

Independent Contractors

(a) Independent Contractor Relationship: This Agreement shall not render Klovera an employee, partner, agent of, or joint venturer with the Client for any purpose. Klovera is and will remain an independent contractor in its relationship to the Client. Klovera is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Klovera shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under this Agreement. Klovera shall be responsible to the ownership and management of the Client, but Klovera will not be required to follow or establish a regular or daily work schedule. Klovera will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to this Agreement. Any advice given by Client to Klovera, regarding services performed for the Client, shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop, or alter the work of Klovera to assure its conformity with this Agreement and Client needs. Klovera and Client agree to conform to any and all government regulations necessary to establish and demonstrate the independent contractor relationship between Client and Klovera.

(b) Taxes & Benefits: Klovera will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable national and local laws. Client shall not be responsible for withholding taxes with respect to Klovera’s compensation. Klovera shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.

(c) Insurance: Klovera shall, at Klovera’s sole cost, maintain the necessary insurance coverage required for its business operations, including (i) General Liability, (ii) Professional Errors & Omissions, and (iii) Workers Compensation insurance as required by law. Certificates of insurance for all maintained policies will be provided to the Client upon request.

Transfer of Intellectual Property Rights

(a) Scope of Work and IP Rights:

  • Maintenance and Minor Updates: For routine website maintenance, content updates, and minor coding tasks performed under this Agreement, Klovera retains ownership of all methodologies, techniques, and underlying code. However, Klovera grants the Client a perpetual, worldwide, non-exclusive license to use the results of such services (the “Work”) for the Client’s website and business operations.
  • Content Creation: For any content created by Klovera specifically for the Client’s website (e.g., text, images, graphics), upon the Client’s full compliance with the terms of this agreement and payment for services, Klovera shall grant, transfer, assign, and convey to the Client all rights, title, and interest in such content.

(b) License to Klovera for Portfolio and Marketing:

  • The Client grants Klovera a worldwide, non-exclusive, irrevocable license to display the written or visual content developed for the Client, both in association with Klovera’s portfolio and for other business development and marketing purposes. This license enables Klovera to showcase its work while respecting the Client’s proprietary rights in the specific work created for them.

(c) Retention of Ownership by Klovera:

  • Notwithstanding the foregoing, Klovera retains ownership of all underlying engineering work, including but not limited to code and database frameworks, process files, notes, documents, or other materials created in connection with the services performed under this contract, except as specifically transferred to the Client as mentioned in section (a). Klovera grants the Client a worldwide, non-exclusive, irrevocable license for the use of such materials for the purposes outlined in this Agreement.

Third-Party Content, Software, Services, and Technologies

(a) Usage of Third-Party Offerings: Klovera incorporates a variety of third-party content, software, services, and technologies, including but not limited to stock images, videos, plugins, content management systems, customer relationship management systems, email services, hosting services, automation tools, and artificial intelligence applications, as part of its website management and development services. These offerings are subject to the terms and conditions of their respective third-party providers and licensors.

(b) Compliance with Third-Party Terms: The Client acknowledges that the use of third-party offerings is bound by specific terms and conditions set by the third-party providers and licensors. The Client agrees to comply with all such terms and conditions and acknowledges that any use of third-party offerings outside the scope of these terms may require additional permissions or incur additional fees.

(c) Indemnification for Third-Party Offerings: The Client agrees to indemnify, defend, and hold harmless Klovera from any claims, liabilities, damages, costs, or expenses, including reasonable attorneys’ fees, arising from any breach of third-party terms, unauthorized use of third-party offerings, or any other dispute related to the third-party offerings by the Client or any of its end-users.

Intellectual Property Infringement Claims

(a) Representation of Non-Infringement by Klovera: Klovera represents, BUT DOES NOT WARRANT, that to the best of its knowledge, Services delivered to the Client under this Agreement will not infringe any valid and existing intellectual property right of any third party. Klovera undertakes reasonable efforts to ensure that its work is free of any such infringement.

(b) Client’s Responsibility for Provided Content: The Client warrants that all materials provided by them for inclusion in the Website or project are either owned by the Client or that the Client has permission, rights, or licenses necessary for their use in the project. The Client agrees to indemnify and hold harmless Klovera against any and all claims, costs, and expenses, including attorney’s fees, arising from the use of materials provided by the Client that infringe upon the rights of any third party.

(c) Indemnification by Client: The Client agrees to indemnify and hold harmless Klovera against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Website at the request of the Client for which no proper copyright permission, rights, or previous release was secured, or uses that exceed the uses allowed pursuant to permission or release.

Warranties

(a) Product Warranties: When we recommend the purchase and installation of hardware, software, communications, or services, any warranties, to the extent they exist, are provided solely by the manufacturer/vendor of those products. Klovera does not extend any additional warranties on these third-party products.

(b) Klovera’s Service Warranties: Klovera represents, warrants, and covenants that:

  • We have full authority to enter into this Agreement.
  • All services provided, whether by Klovera or its subcontractors, will be performed using sound, professional practices in a competent and professional manner by knowledgeable and qualified personnel.
  • However, Klovera does not represent or warrant that the services will be uninterrupted or error-free. Additionally, we do not make any warranty as to the results that may be obtained from the use of our services, except as expressly stated in this Agreement.

(c) Client’s Warranties: The Client represents, warrants, and covenants that:

  • They have full authority to enter into this Agreement.
  • They will obtain all necessary consents, rights, licenses, and permissions required to lawfully execute their obligations and duties under this Agreement.

(d) General Warranty Exclusions: Except for the express warranties provided in this Agreement, neither party makes any other warranties, expressed or implied, including any implied warranties of merchantability or fitness for a particular purpose.

Limitation of Liability

(a) Liability Cap: The total liability of Klovera to the Client for any and all claims arising out of or in connection with this Agreement, whether in contract, tort, or under any other theory of liability, shall in no event exceed the total fees paid by the Client under this Agreement.

(b) Exclusion of Certain Damages: In no event will Klovera be liable for any lost profits, loss of use, business interruption, cost of procurement of substitute goods or services, or for any indirect, special, incidental, punitive, or consequential damages of any kind regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if informed of the possibility of such damages in advance.

(c) Third-Party Claims: Klovera shall not be liable for any claim or demand made against the Client by any third party, except as directly attributable to Klovera’s breach of this Agreement.

(d) Exclusions from Limitations: The foregoing limitations in this section shall not apply to a breach of confidentiality by a party under this Agreement, or the obligations under paragraphs 8, 10, and 22.

Additional Policies and Agreements

Use of the Services is also governed by the following policies, and included here by reference. By using the Services, you also agree to the terms of the following policies.

Additional terms may also apply to certain Services and are incorporated by reference herein as applicable. For example, if we perform project development work on your website, the Web Project Agreement will also apply to you and be incorporated herein.

Entire Agreement; Modification; Waiver

Complete Agreement: This Agreement together with all exhibits, appendices or other attachments, which are incorporated herein by reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter. In the event of a conflict between the provisions of the main body of the Agreement and any attached exhibits, appendices or other materials, the Agreement shall take precedence.

Effect of Headings

The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

Neutral Construction

This Agreement was prepared by Klovera and/or Klovera’s legal counsel. It is expressly understood and agreed that this Agreement shall not be construed against Klovera merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.

Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Assignment

Assignment: The rights and obligations under this Agreement are freely assignable by either party. Customer shall retain the obligation to pay if the assignee fails to pay as required by this Agreement.

Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

Klovera LLC
2800 E Enterprise Ave
Suite 333
Appleton, WI 54913
United States
team@klovera.com

Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address in the manner set forth above.

Governing Law; Venue; Mediation

The Governing Law, Venue, and Mediation terms are as outlined in the Terms of Service, included here by reference.

Recovery of Litigation Expenses

If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

Changes to Agreement

You can review the most current version of this agreement at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of this agreement by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Client will be notified of any material changes to this agreement.

Severability

If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.