A working relationship has been established between you (hereinafter referred to as the Customer) and Stafford Technologies, LLC. (hereinafter referred to as the ST) for work as defined within the delivered Brand Schematic.

Section 1: Work Plan

The agreed to Brand Schematic or Project Scope detailing the project scope and requirements will be attached to this Agreement as Exhibit A.

Section 2: Compensation Terms

1. Unless a payment schedule has been established and agreed to, all fees are to be remitted in full before Website Intensive day.
2. Managed Care Services are provided to accounts in good standing only. If there is nonpayment of Monthly Payment, Managed Care Services will be terminated after thirty (30) days from due date. There will be a $135.00 fee to reinstate Managed Care Services. In addition, premium plugins will be disabled after sixty (60) days of non payment.
3. Credit Card Payments. Your payment via credit/debit card will appear on your monthly statement as Stafford Technologies. Customers who purchase via credit card agree, accept, and understand, irrevocably and without exception and without recourse, to waive all actions, rights, claims, or relationships of agency to any chargeback and/or disputed payment procedure or refund, invoked personally and/or invoked by any financial, banking, and/or any credit card institution personally and/or on your behalf with respect to this agreement. As a fair and equitable alternative, you elect to have any conflict of payment as it relates to goods and/or services purchased via credit card from ST bindingly arbitrated, irrevocably, without exception and without recourse, according to the laws of Stafford, Virginia as prescribed in Section 14
4. CHARGEBACKS If, at any time, we record a decline, chargeback, or other rejection of a charge of any payable fees on your account, this will be considered as a breach of your payment obligations hereunder, and your use of ST services may be automatically disabled or terminated, your account may be blocked without the option to re- purchase or re-use it, and any data contained in your account, including any domains, applications and third-party services may be subject to cancellation and capacity loss (as defined in Section 2e). Your use of ST services will not resume until you re-subscribe for any such ST services, and pay any applicable fees in full, including any fees and expenses incurred by ST and/or any third-party services for each chargeback received (Including fees for ST services provided prior to the chargeback, handling, and processing charges and fees incurred by the payment processor). If you have any questions or concerns regarding a payment made to ST; we encourage you to first contact customer support before filing a chargeback or reversal of payment, to prevent the ST services from being cancelled and your account being blocked, and to avoid the filing of an unwarranted or erroneous chargeback, which may result in your being liable for its applicable fees, in addition to re-payment of all the fees applicable to the ST services purchased (and charged-back) by you.
5. We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the Customer responsible for such chargeback did in fact authorize the transaction and make use of the services rendered thereafter.
6. Loss of Data, Content and Capacity. If your account or any ST services or Third-Party Services related to your account are cancelled (whether at your request or at ST’s discretion), it may cause or result in the loss of certain content, features, or capacity of your account, including any user content, end  user data or other usage data retained therein, and including any domain name reservation or registration that was included in such services. ST shall not be liable in any way for such capacity loss, or for saving a backup of your account, user content or end user data. Please also note that additional fees may apply for re- activation of an account and/or any ST services following their cancellation, as determined by ST in its sole discretion.

Section 3: Warranty

ST agrees to ensure the web site/application retains all its functionality and conforms to the original requirements and specifications as per the Work Plan (Exhibit A) during the Warranty Period of Thirty (30) calendar days from project completion as described in section 22. During this Warranty Period, ST agrees to provide, at no cost to the Customer, reasonable technical support to conform to the specifications and requirements of the agreed to Work Plan and all accepted amendments. Such maintenance and updates include correcting any anomalies that may arise during the standard operation of the completed product. This Warranty Period does not support further development or enhancements, or development and enhancements installed, created, or contracted out to other vendors by the Customer, coding anomalies or changes in coding caused by customer and/or an outside vendor hired by the customer. In the case the customer does further develop or enhance the website without employing ST to do so, or causes coding errors, this warranty is void and further work by ST will be billable as per Section 5. Textual edits using the front-end editor or backend editor will not void the warranty unless html or CSS code is altered in any way.

Section 4: Web Site/Application Hosting and E-mail

1. This Agreement does not include hosting. Hosting plans are purchased separately.
2. This Agreement does not include the hosting, management, or setting up of email.
3. ST exclusively develops utilizing WP Engine for hosting as a transferrable site and therefore the website is password protected until it is ported to your hosting account.
4. ST exclusively develops websites utilizing the WordPress platform and the Elementor Pro website builder.
5. This Agreement includes porting of the website to a WP Engine account only. ST has the right to charge a fee for porting the Customer’s website if another website hosting company is utilized by the Customer. Labor fees to port the website to any hosting company other than WP Engine will be billed at one hundred and sixty-five dollars ($165.00) per hour for the first hour or part thereof and additional hours billed to the quarter of an hour. The pricing listed is the current rate as of September of 2024.

Section 5: Maintenance

After the Warranty Period has expired, ST is not responsible for providing maintenance. Maintenance work including further coding, enhancements, plugins, and support will be billed at one hundred and sixty-five dollars ($165.00) per hour for the first hour or part thereof and additional hours billed to the quarter of an hour. However, most additional projects and/or project modifications will be scoped and bid on a fixed-price basis. The pricing listed is the current rate as of March 2023. Pricing for hourly support, changes and/or maintenance can change, and the customer is required to pay the current hourly rate. Customer will be notified via email when hourly rates change.

Section 6: Training

ST will provide one 30-minute training (telephone and/or video conferencing) session on items included in Work Plan including Web Site and any subsequent applications developed as part of the project at no cost to the Customer. In addition, ST will provide access to our Helpdesk where pre-recorded videos or documentation are stored for on-demand viewing.

Section 7: Single Point of Contact

ST requests all messages / correspondence from the Customer concerning this project is handled with one point of contact. The single point of contact and their email is listed below in the signature section.

Section 8: Assignment of Project

ST reserves the right to use qualified subcontractors on this project.

Section 9: Miscellaneous/Subcontractor Fees

ST is responsible for fees incurred by subcontractors in the development of this project. If the Customer elects to not purchase a Managed Care Plan from ST, the Customer is responsible for fees incurred for the continuing operation of this web site/application and any services contained within and noted in the Work Plan that require continued billing for operation such as software by outside vendors and applications by outside vendors. It is the sole responsibility of the Customer to update payment information for uninterrupted and continued services by outside vendors.

Section 10: Governing Law

This agreement shall be governed by and interpreted according to the laws of the Commonwealth of Virginia.

Section 11: Intellectual Property

The Customer retains the ownership rights to the images, information, and content contained on their website developed by ST. ST is the rightful owner of custom application code developed or used during this project and reserves the right to utilize custom code on any future projects. At any time during the agreement term, ST will provide a copy of files related to the project (content, images, layouts, styles, rendered files and other related items) as well as a database export if applicable.

Section 12: Complete Agreement

This Agreement together with all exhibits and attachments is the sole and entire Agreement between the parties relating to the subject matter hereof. This agreement with all exhibits and attachments supersedes any prior agreements, negotiations, covenants, undertakings, promises, arrangements, communications, representations, correspondence, and warranties, whether oral or written, of any party to this agreement.

Section 13: Warranty Disclaimer

ST makes no guarantees or warranties, express or implied, regarding the performance, traffic, sales, or business outcomes resulting from the use of the Customer’s Website or application. The Customer acknowledges that website performance, including traffic and conversions, is subject to numerous factors beyond ST’s control, including but not limited to market conditions, competition, and search engine algorithms.

Furthermore, ST shall not be held liable for any direct, indirect, incidental, consequential, or special damages, including but not limited to loss of revenue, loss of business, loss of profits, or any other financial losses arising from the operation, usage, or inability to operate or use the Website or application. The Customer assumes full responsibility for any business outcomes related to the use of the Website/application, and all associated risks are solely the Customer’s to bear.

By proceeding with the use of services provided by ST, the Customer agrees to hold ST harmless from any claims or liabilities resulting from the Website’s performance or lack thereof .

Section 14: Arbitration

Any dispute between the parties listed in this Agreement which cannot be resolved by the parties acting in good faith within a period of thirty (30) calendar days after a formal written complaint has been filed will be determined by arbitration. The requesting party shall be responsible for the upfront arbitration fees. The place of arbitration will be Stafford County, Virginia and the decision of the arbitrator will be final and binding upon the parties.

Section 15: Notices

All notices shall be in writing and shall be delivered personally, by United States certified, postage prepaid, return receipt requested, or by a recognized overnight delivery service. Any notice must be delivered to the parties at their respective addresses set forth below their signatures or to such other address as shall be specified in writing by either party according to the requirements of this section. The date that notice shall be deemed to have been made shall be the date of delivery, when delivered personally; on written verification of receipt if delivered by overnight delivery; or the date set forth on the return receipt if sent by certified mail.

Stafford Technologies LLC,
P.O. Box 453
Garrisonville, VA 22463

Notifications to the Customer will be sent to the address given below.

Section 16: Attorney Fees

The non-prevailing party in any dispute under this agreement shall pay all costs and expenses, including expert witness fees and attorneys’ fees, incurred by the prevailing party in resolving such dispute.

Section 17: Force Majeure

Neither party shall be held responsible for any delay or failure in performance of any part of this agreement to the extent such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing party. The affected party will notify the other party in writing within ten (10) days after the beginning of any such cause, that would affect its performance. Notwithstanding, if a party’s performance is delayed for a period exceeding thirty (30) days from the date the other party receives notice under this paragraph, the non-affected party will have the right, without any liability to the other party, to terminate this agreement.

Section 18: Relationship of the Parties

The relationship of the parties under this agreement is that of an independent Contractor and the company hiring the Contractor. In all matters relating to this agreement each party hereto shall be solely responsible for the acts of its employees and agents, and employees or agents of one party shall not be considered employees or agents of the other party. Except as otherwise provided herein, no party shall have any right, power, or authority to create any obligation, express or implied, on behalf of any other party. Nothing in this agreement is intended to create or constitute a joint venture, partnership, agency, trust, or other association of any kind between the parties or persons referred to herein.

Section 19: Termination for Cause

If either party breaches any provision of this agreement and if such breach is not cured within thirty (30) days after receiving written notice from the other party, as described in Section 15, specifying such breach in reasonable detail, the non-breaching party shall have the right to terminate this agreement by giving written notice (30) days after the party in breach receives written notice specifying such breach in reasonable detail thereof, which termination shall go into effect immediately on receipt.

Section 20: Cancellation

Either party may cancel this agreement without penalty within three (3) business days of the date found in the below signature section of this agreement. Cancellation requires electronic notification before the grace period term has expired and must be followed by a mailed letter of cancellation. Cancellation notices will be sent to the official addresses noted in Section 15 of this agreement.

Section 21: Completion

The project is considered complete when all the specifications included in the referenced Brand Schematic are completed by ST. It is important to note that content development or entry dependent on Customer delivering materials to ST does not hold up the project process or our project milestones. Payment must not be withheld due to this delay in receiving content. if the Customer causes a project delay of sixty (60) days delivering materials, as per the attached Work Plan, necessary for publishing of website such as content for the population of pages, ST has the right to consider the website project closed and completed and customer shall be considered in breach and all fees due at completion are to be submitted immediately. If the customer has financed this project through ST, the financing plan will be voided and all balances on the project shall be due immediately as prescribed in Section 20 of this Agreement. If later the Customer chooses to re-establish a project with ST, a new Agreement will be required. The authorized signatures of both parties shall be evidence that the terms have been accepted and agreed to.

Section 22: Changes in project scope

If at any time after this Agreement is signed, the Customer desires to change the specifications or other elements of the Work Plan (Exhibit A), a written document detailing such changes must be submitted. ST will evaluate the changes and provide a written response within five (5) business days of receipt to include availability of personnel and resources, and the effect the proposed changes have on compensation, delivery dates or other provisions of this Agreement. Any agreed upon changes to the Work Plan and Agreement shall be evidenced by amendments signed by ST and the Customer and shall be made part of and deemed part of this Agreement.