Service Terms

Scope. Provider will deliver the services described on the related quotation, which may consist of one-time professional services (for example, domain migrations or infrastructure setup) and/or ongoing subscription services (for example, managed hosting or CMS workspace access).

Changes to scope. Work outside the agreed scope is treated as a separate engagement and requires a new quotation. Provider will not begin out-of-scope work without the Client’s written approval.

Third-party platforms. The services may rely on third-party providers (such as Hetzner, Cloudflare, Sanity, Stripe, or the Client’s domain registrar). Those providers’ own terms apply to the portion of the service they deliver, and Provider is not responsible for outages or limitations originating with them.

One-time fees are invoiced at the start of the engagement and payable within fifteen (15) days of the invoice date.

Recurring fees are billed monthly in advance. The first month is invoiced together with any one-time setup fees. Each subsequent monthly invoice is issued on or about the same calendar day as the original start date.

Currency and method. All amounts are in U.S. Dollars. Payment is accepted via ACH bank transfer, wire, or credit/debit card through the Provider’s payment portal.

Taxes. Quoted prices exclude any sales tax that may apply. Where Florida sales tax applies to a service, it is added at the prevailing rate and itemized on the invoice.

Late payment. Invoices unpaid more than fifteen (15) days past due accrue interest at 1.5% per month (or the maximum legally permitted, whichever is lower). After thirty (30) days past due, Provider may suspend recurring services until the account is brought current.

Disputed charges. The Client must dispute an invoice in writing within ten (10) days of receipt. Undisputed portions remain payable on time.

Initial term. Recurring service begins when the first monthly invoice is paid and continues month-to-month until cancelled.

Cancellation. Either party may cancel recurring services by giving the other written notice (email is acceptable) at least thirty (30) days before the next billing cycle. Fees paid for the current cycle are non-refundable; service continues through the end of the paid period.

Termination for cause. Either party may terminate immediately upon written notice if the other materially breaches these Terms and fails to cure within fifteen (15) days of written notice.

Data after termination. Within thirty (30) days of termination, Provider will, on written request, provide a reasonable export of Client content and configuration, then delete it from active systems. Encrypted off-site backups follow the regular retention cycle (typically 90 days).

Hosting uptime. For services hosted on infrastructure managed by Provider, Provider targets 99.5% monthly uptime, measured by external monitoring. Scheduled maintenance announced at least 48 hours in advance is excluded from the calculation.

Third-party services. Uptime and availability of third-party services (for example, Sanity CMS, the Client’s domain registrar, or payment networks) are governed by those providers’ own SLAs. Provider is not responsible for their outages but will reasonably assist with troubleshooting.

Response times. During business hours (Monday–Friday, 9:00 AM – 6:00 PM Eastern, excluding U.S. federal holidays), Provider targets a first response of: two (2) business hours for Critical issues (site down or data loss); one (1) business day for High issues (a major feature broken); and two (2) business days for Normal issues (a question or minor issue). Outside business hours, response is best-effort.

Service credit. If hosting uptime falls below 99.5% in two consecutive months due to causes within Provider’s reasonable control, the Client’s sole remedy is a service credit equal to one (1) day of the recurring monthly fee for each 1% below target, applied to the next invoice. Service credits are not refundable as cash.

Provide timely access to domain registrar accounts, DNS, payment-provider portals, and any other third-party systems needed to deliver the services.

Provide content for publication in a usable format, and approve material changes within a reasonable time to avoid delivery delays.

Designate one or more authorized contacts empowered to approve scope changes and billing matters.

Ensure that any Client-provided content is legal and that the Client holds the intellectual-property rights necessary to publish it.

Client content — including trademarks, brand assets, copy, and images — remains the Client’s property at all times.

Custom deliverables. On full payment of related fees, the Client receives a worldwide, non-exclusive, perpetual license to use any custom code, configuration files, and content produced specifically for the Client under this engagement.

Provider tooling. Provider retains ownership of its pre-existing tools, libraries, templates, and methodologies. Where those are embedded in Client deliverables, the Client’s license above includes them as part of the deliverable but does not allow the Client to relicense them as standalone products.

Open-source components remain governed by their original licenses (for example, MIT, Apache, or LGPL). Nothing here restricts the Client’s rights under those licenses.

Each party will protect the other’s non-public business information with at least the same care it uses for its own confidential information. This obligation survives termination for two (2) years. Standard exceptions apply for information that is publicly known, independently developed, or required to be disclosed by law.

Cap. To the maximum extent permitted by law, Provider’s total liability under these Terms is limited to the amount paid by the Client to Provider in the three (3) months immediately preceding the event giving rise to the claim.

Excluded damages. Neither party is liable for indirect, incidental, consequential, special, or punitive damages — including lost profits or lost data — even if advised of the possibility.

Carve-outs. The limitations in this section do not apply to the Client’s payment obligations, either party’s indemnification obligations, or to liability that cannot be limited under applicable law.

By Client. The Client will defend and indemnify Provider against claims arising from Client content, the Client’s breach of these Terms, or the Client’s misuse of the services.

By Provider. Provider will defend and indemnify the Client against third-party claims that Provider’s original deliverables infringe a U.S. intellectual-property right, provided the Client gives prompt notice and reasonable cooperation.

Neither party is liable for delay or failure caused by events beyond its reasonable control — including natural disasters, war, civil unrest, government action, upstream-provider or internet outages, or pandemics. The affected party will notify the other and resume performance as soon as reasonably practicable.

Provider applies commercially reasonable safeguards to protect Client data, including encrypted nightly off-site backups, role-based access controls, and timely security patching of underlying infrastructure. Content stored in third-party services (for example, Sanity CMS) is subject to those providers’ own data-protection commitments. The Client remains responsible for compliance with privacy laws (such as GDPR or CCPA) governing data that the Client’s website or product collects from end users, and Provider will reasonably cooperate with the Client’s compliance needs.

Provider performs the services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Notices must be in writing. Email to the addresses on file is effective on the next business day. Formal legal notices must be sent by certified mail or nationally recognized overnight courier to the addresses on the most recent quotation.

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules.

The parties will attempt to resolve any dispute through good-faith discussion for at least thirty (30) days before beginning formal proceedings.

Any unresolved dispute will be brought in the state or federal courts located in Miami-Dade County, Florida, to whose jurisdiction both parties consent.

Entire agreement. These Terms, together with the related quotation or sales order, form the entire agreement and supersede any prior agreements on the same subject matter.

Amendments. Provider may update these Terms on thirty (30) days’ written notice. Continued use of recurring services after the effective date constitutes acceptance. Material fee changes apply only to billing cycles starting after the notice period.

Severability. If a court finds any provision unenforceable, the remaining provisions stay in effect.

Assignment. Neither party may assign these Terms without the other’s written consent, except to a successor in a merger, acquisition, or sale of substantially all assets.

No waiver. A party’s failure to enforce a provision is not a waiver of its right to enforce it later.

By accepting a quotation that references these Terms, you acknowledge that you have read, understood, and agree to them.

Questions about these Terms? Contact us at: Metrica Development LLC · 4105 SW 97th Ave, Miami, FL 33165, United States · hello@metricadevelopment.com · +1 (786) 229-7327