1. Taxes. Applicable taxes added to fee amounts.
2. Late Fees. Late fees are 1.5% / month on unpaid charges (effective rate 19.56% / year).
3. Maintenance Plans. We will provide a test site, security upgrades, quarterly upgrades, backups, automatic monitoring, 15 minutes of initial response starting within first hour to urgent problem. If an upgrade causes breakages with custom code or a problem requires more than initial 15 minutes then further time is billed under retainer or general support and if urgent given priority.
4. Business Hours. Response and support provided 8am - 5pm Monday to Friday Eastern Time excluding US and Canadian federal holidays.
5. Billing and Payment Terms. Services are invoiced monthly, net 20 days. Maintenance, retainer support, hosting and initial setup fees are invoiced prior to the services being provided, general and rush support fees after. Late payment charge of 1.5%/month (effective rate of 19.56% per annum) on all overdue charges. We are entitled to reasonable collection agency and attorney's fees to collect overdue accounts.
6. Amendments. We can change this Agreement including its rates going forward by updating the terms on our site and emailing you with sixty (60) days notice.
7. Independent Contractor. We perform these services for you as an independent contractor.
8. Licenses. Our work for you will provided under AGPLv3, GPLv2, CC BY-SA 3.0 or similar open source licenses.
9. Confidentiality. Your data is yours. We will use it only to assist in providing you services, and will take commercially reasonable steps to prevent inadvertent disclosure.
10. Promotion and Publicity. Subject to your approval, we are allowed to use your name and logo to tell others about the work we have done for you.
11. Limitation of Liability. Although we test our custom work extensively, and Drupal, WordPress and CiviCRM communities have rigorous testing protocols, without prejudice to the requirement of Confidentiality as defined herein, we can't guarantee that the functions contained in any application will always be error-free and so we can't be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this application and any other web pages, even if you have advised us of the possibilities of such damages.
12. Limitation of Damages. Our maximum total liability for damages is the total of fees paid or payable by you to us in the six previous months, whichever is less.
13. Governing Law. This Agreement shall be governed in all respects by the laws of the Canada and by the laws of the Province of Ontario, as such laws are applied to agreements entered into and to be performed entirely within Ontario between Ontario residents, with adjudication in Toronto.
14. Arbitration. All disputes arising out of or in connection with this agreement, or in respect of any legal relationship associated with or derived from this agreement, shall be finally resolved by arbitration pursuant to the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario. The language of the arbitration shall be English.
15. Electronic Signatures and Counterparts; Execution. You and we agree to accept electronic and/or fax signatures and counterparts of this Agreement and amendments to it.
16. Understanding, Severability. This Agreement expresses the complete understanding of the parties and supersedes all prior agreements and understandings whether written or oral. If any part of it is invalid or unenforceable, then it is deemed severable and does not affect the validity and enforceability of the rest.
17. Termination. You or we may terminate this Agreement at any time, with or without cause, upon thirty days written notice at no cost or harm whatsoever to either party.
18 Period. This agreement is effective when signed by both parties, and will remain in effect until all its obligations are completed.
19. Terms of Service. This agreement is subject to the Terms of Service available at https://jmaconsulting.biz, as they may be modified from time to time.