Terms and Conditions

Noted below are our standard contract Terms and Conditions. Last updated January 2021.

These Terms and Conditions (“Terms”) set forth the terms and conditions that apply to the AGREEMENT (“Agreement”, “Engagement”, or “Scope”) that the CLIENT (“you” or “your”) has entered into with the PROVIDER (“Metacake”, “we”, “our” or “us”).

By accepting the Agreement, either by signing and returning our agreement document, by making the first payment or indicating your acceptance in writing via email, you agree to the terms of this agreement. These terms will govern all services provided. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use our services.

By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement as it may be amended from time to time in the future.

AGREEMENT TERMS AND CONDITIONS

  1. Changes and updates to These Terms and Conditions: These Terms and Conditions may be updated at any time, without notification to you, and you should review this Agreement from time to time by accessing the Metacake website at http://metacake.com/terms. Your continued use of our Services shall be deemed irrevocable acceptance of any such revisions. Before you continue, you should print or save a local copy of this Agreement for your records.
  2. Undefined and Un-scoped Work: Where any work is not defined, or specifically scoped in detail, the Provider will discuss with the Client the specific “out of scope” tasks in an effort to keep the Project on schedule. If these tasks are beyond the mutually agreed upon scope, the timeline and associated additional costs would be expanded to encompass this additional work. The Provider will make reasonable efforts to keep the Client within the mutually agreed scope, but it is the Client’s responsibility to keep requests within the mutually agreed scope. The Provider reserves the right to charge for any additional work requested by the Client outside of the mutually agreed scope without Client approval.
  3. Access: In order to receive our services and to mitigate unknown factors that could cause changes, or delays to the schedule, it is essential that the Client provide Us safe and timely access to required information, site content, where appropriate servers, tools (including licenses) and anything else needed to perform the services.
  4. Project Communication Methodology: All written project communications between the Client and the Provider are to be logged in BaseCamp software, or similar Project communication tracking software. Any communications outside of these systems may not be seen or responded to.
  5. Change Management: The Client’s feedback, as well as requested approvals, are required within forty-eight (48) hours during the business week to the Provider in order to meet project timeline objectives unless otherwise specified as part of the Agreement. Delays beyond this timeframe or changes to prior approvals may delay all following deliverables, including the project completion date, and will add to the original project cost. The project timeline determined in the project Agreement is the maximum amount of time included in the project. Any delays or pauses by the Client will not entitle the Client to additional time under the project Agreement. If there is an extended delay, a freeze may be placed on the project and a monthly “freeze fee” assessed. Once the project timeline expires, there is no obligation for the Provider to continue work without additional fees.
  6. Confidential Information: Each party agrees not to disclose the other’s confidential information, which is: (a) any discount, or price that We offer You, (b) the contract terms between the Client and Us, (c) information given in writing and marked “Confidential” and (d) information given over the phone, or in person and confirmed in writing as “Confidential”.
  7. Third Party Fees: The Provider is not responsible for site hosting, or any other Third Party fees, or costs associated with the work to be performed. Any required third party services, or tools that have costs associated will be identified by the Provider and must be approved by the Client prior to use. The Provider will make suggestions on hosting and other services, if requested.
  8. Acceptance and Use: Unless specifically stated in writing, the Client will be considered to have accepted our services, including anything that We provide to You as part of the services when they are provided. The services are for Your and Your businesses’ benefit only and You cannot sell or transfer them, or grant access to any other person without Our permission in writing.
  9. Implied Consent: If at any time, regardless of the status of an agreement being in place, a request or requirement is made by the Client or any representative or affiliate of the Client’s team for the Provider to begin work, complete work, or continue providing services this will be considered an approval of any related scope, agreement, or requests even if there is no other approval via written or signature and all costs and fees will be due accordingly. This includes services being provided beyond the end date of a contract, in which case the contract will be renewed at the default 12 month term unless explicitly cancelled 60 days prior to the end date by the Client in writing or by the Provider. If there is no relating agreement or scope, the work will be billed at the standard hourly rate of the Provider.
  10. Invoices and Payment: The Provider will invoice the Client in advance for work planned. Invoices are due upon receipt and will be billed by the Provider to the Client’s credit card or ACH details on file. Work on the Project will begin when the first payment is received. All payments must be received on time. Delays in payment receipt or chargebacks will result in work being placed on hold or discontinued and will be subject to the incurrence of additional fees including but not limited to late fees on the amount owed, not to exceed ten (10) % per month. The Provider reserves the right to take down or remove any live work that has outstanding invoices of more than 30 days. The Client is solely responsible for any losses in revenue or other costs associated with these actions.
  11. Intellectual Property: We agree that You own any of Your pre-existing intellectual property (as well as modifications, or improvements) that You supply to Us for the services. The Client agrees that We, the Provider own our pre-existing intellectual property (as well as modifications, or improvements), such as Provider tools, code, frameworks, technologies and all designs created in relation to the specific product being developed, which We will supply for the delineated services, as well as any new intellectual property created in conjunction with this Agreement, but offers the Client a limited license to use the code for those specific services rendered herein. Client authorizes Provider to display a small weblink credit line at the bottom of this project website, as well as grant the Provider the ability to reference the Project on our website and potentially in publishable, written articles.
  12. Warranty: We warrant that we will perform the services in a good and competent way. However, there are many factors outside of our control, including the Client themselves. Therefore, the Provider makes no guarantees as to the results of any services rendered, including but not limited to: the completion of work, the launching of projects, or the success of any marketing activity. Regarding specific faults, the Client must make any claim in writing for a fault in our services within the timeframe of the Agreement for the specific related services.
  13. Limitation of Liability: Our aggregate liability to each other for all claims arising out of, or relating to this Agreement, whether for breach or in tort, is limited to and will not exceed 10% of the price charged for the services detailed under the scope (to include modifications) of this Agreement. Furthermore, the Provider assumes no liability for any issues, losses, or litigation due to: data breaches, data losses, lost revenue due to any event, compliance, licensing, accessibility, privacy, or anything related to the services rendered. The Client is solely responsible for all security, security protocols, verification of work, copyright and trademark compliance, verification of originality and accuracy, intellectual property review, employing any outside counsel for review of any work, and compliance with data collection, accessibility, licensing, user privacy, or any other such laws. The Client agrees to hold harmless and indemnify the Provider from any issues, liabilities, litigation, or any other financial or business losses that may result from any work, services, or products provided to the Client by the Provider.
  14. Term of Agreement: This Agreement can be utilized for additional services. The terms and conditions contained in this Agreement, will survive the expiration or termination or any services.
  15. Termination: The Client can terminate this Agreement only if the Provider fails to cure a material breach of this Agreement within thirty (30) days of written notice of such a breach, hereby defined as “Cause”. This agreement cannot be terminated by the Client for any other circumstances outside of the aforementioned Cause. In all other cases the Client is responsible to fulfill the full payment obligations of the Agreement regardless of circumstances. Should the Client terminate this Agreement under Cause, the Client will be responsible for all costs incurred through the date of termination and any referenced costs that are outstanding will be paid to the Provider within thirty (30) days of the final invoice date. Regardless of circumstance, there are no refunds on any fees paid. Obligations and restrictions, which by their nature should remain in effect, including but not limited to: Sections Six (6), Confidential Information and Eleven (11), Intellectual Property, will remain in effect after this Agreement ends.
  16. Renewal Opt-Out Period: Where applicable, recurring services may have an opt-out period prior to auto-renewal. Once the opt-out period has passed, the service will renew at the specified term and the Client is responsible for the full term of the renewal. No cancellations will be granted outside of the opt-out period. If the Client chooses to opt-out of the renewal within the allowed period, the Client is still responsible for the remainder of the full agreed contract term through the final (full) month, regardless of when the opt-out notice was given. The final month of the term will not be prorated by days.
  17. Governing Law and Disputes: This Agreement will be governed by Tennessee State laws, excluding its conflict of laws rules. Any litigation arising out of, or relating to this Agreement will be conducted in the state, or federal courts located in Williamson County, Tennessee and the Client agrees to the jurisdiction and venue of those courts.
  18. Term of Services: By default, all recurring monthly services auto-renew on a 12 month term, with a 60 day opt-out period prior to the renewal date even if an end date is specified in the contract as long as services are still being rendered or unless otherwise noted in the Agreement document.
  19. Point of Contact: You agree that the Primary Point of Contact (“POC”) established during the sales and scoping discussions will continue to be the Provider’s POC for the full extent of this and any future Agreement unless otherwise specified by the Client and accepted by the Provider in written form prior to the execution of this Agreement. For the purpose of this Agreement, “POC” will be defined as a single person not a group of people. If a POC is not explicitly stated then the POC is whoever the Provider determines to be the POC. The relationship between the Provider and the POC is critical to the success and efficiency of any work completed. Changing the POC will have substantial financial and timeline repercussions to both the Provider and the work being completed by the Provider. Therefore, once established, the Client may not change the POC for any reason, including but not limited to: termination of that person by the Client, promotion, resignation, or loss of that person for any other reason. Any change in POC may be considered a breach in contract at the sole discretion of the Provider in which case all fees for the remainder of the contract term will be owed and no refunds will be given. If an exception to change the POC is granted by the Provider, that exception may be revoked at any time in the future, at the sole discretion of Provider, in which case the Agreement will be considered breached by the Client as previously stated. If an exception is granted, the Provider has the right to charge a “re-education” fee, which will be the greater of: 2 months of service fees (if applicable), 20% of the full project price, or $5,000. In this circumstance, it will still be the sole responsibility of the Client to make sure the new POC has all of the relevant context and knowledge of the Agreement, Scope, and any other critical relationship information, and that the POC operates within the bounds of the Agreement. The re-education fee does not remove the right of the Provider to consider the contract breached, as mentioned above, at any point in the future. If an exception is granted, all agreements (written or verbal) with the original POC will be the governing agreements, scopes, and details for the full term of the Agreement unless otherwise allowed by the Provider, and the new POC waives any right to change any Agreements unless explicitly allowed by the Provider.