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Web Terms

These Terms and Conditions, together with the proposal referencing them and the applicable statement of work (SOW) (if any), form the complete agreement (“Agreement”) between the parties with respect to Pioneer Web services. Any conflict between the proposal, SOW and these Terms and Conditions shall be resolved first in favor of the proposal, then the SOW, and lastly these Terms and Conditions. Where the proposal and/or SOW are silent, these Terms and Conditions shall prevail.

Confidentiality

Each party agrees that this Agreement, including these Terms and Conditions, are confidential and non-public. Each party agrees to maintain the confidentiality of this Agreement and any other non-public information received from the other party, and to use such information solely for purposes of performing under this Agreement. Client acknowledges that disclosure of these Terms and Conditions will weaken the security posture of the associated website(s).

Delivery Standard

Pioneer Web shall perform all services in a professional and workmanlike manner consistent with industry standards for providers of website design, development, hosting, maintenance and support in mission-critical, customer-facing environments. Pioneer Web’s services provided shall comply with all applicable laws and regulations relating to data security, privacy and site accessibility.

Duration of Agreement

Client agrees to the following Initial Term of the Agreement:

  • Throughout completion of the design and development phase, plus
  • Twelve (12) months following the go-live date of the website or purchased feature (together the “Initial Term”).

After the Initial Term, the Agreement continues on a month-to-month basis until terminated by notice provided by either Pioneer or Client to the other in writing.

Termination

Client agrees to pay Pioneer for all work completed under this Agreement through the date of termination.

During the Initial Term, and so long as all accurate invoices under this Agreement are paid or within payment terms:

  • Client may terminate for convenience at any time with thirty (30) days’ written notice.
  • A termination invoice consisting of any discounts on one-time fees set forth within the Agreement, plus the remaining months of recurring service fees within the Initial Term, will be issued and due upon receipt.

Following the Initial Term, and so long as all accurate invoices under this Agreement are paid or within payment terms, Client may terminate for convenience at any time with thirty (30) days’ written notice without financial penalty.

Following the Initial Term, Pioneer may terminate for convenience with ninety (90) days’ written notice.

Either party may terminate during or after the Initial Term for material breach, if such breach is not cured within thirty (30) days following written notice.

Responsibilities of Client   

To facilitate Pioneer’s efforts to provide these services, Client agrees to:

  • Provide Pioneer in a timely manner (as per established project timelines) with contact information, logos, webpage content, approvals, and any other materials or information needed to execute the project.
  • Ensure that all content provided by Client is accurate and lawful and that all photography, media, copy, branding materials, and legal policies are in editable digital formats.
  • Maintain appropriate internal controls over user access and credentials.
  • Promptly report issues or concerns through designated support channels.
  • Make payments as outlined in the Project Pricing section of this Agreement on time every billing cycle.
  • Coordinate with and honor the agreed-upon project schedules.
  • Review project proofs or conduct quality control screening in a timely manner, providing feedback on changes and deliverables within two (2) business days.
  • Grant access to social media channels, website and applicable third-party applications, when necessary to fulfill contracted services.

If Client delays longer than thirty (30) days in providing concepts, sign-offs, approvals, payment, website content, configuration information, hosting accounts, or anything else Pioneer reasonably requests in order to complete the project, Pioneer may submit an invoice for the unbilled balance of work completed (if any), and rebid the outstanding project scope of work at a later date.

Project Pricing and Fees

Unless otherwise specified in the applicable proposal:

  • Total project one-time fees of less than $2,500 will be invoiced as a single invoice.
  • Total project one-time fees of $2,500 or greater will be invoiced in four equal monthly installments. If the date of this Agreement is on or before the 14th, the first invoice will be issued immediately. Otherwise, the initial installment invoice will be issued on the 1st of the following month.  The following three installment invoices will be issued on the 1st of each succeeding month.
  • Monthly service charges: commencing with go-live of service or feature, recurring monthly service charges will be invoiced monthly in advance of the services being provided. If date of go-live is on or before the 14th, a full month’s invoice will be issued at go-live. Otherwise, charges will begin on the 1st of the following month.

Unless otherwise noted, total quoted fees do not include applicable sales or gross receipts taxes. Invoices are due on net thirty (30) day terms.

If undisputed invoices remain unpaid thirty (30) or more days past due, Pioneer fully disclaims responsibility for maintaining support and security until Client’s account is brought current.  At sixty (60) days or more past due, Pioneer may suspend hosting, and fully disclaims responsibility to retain any client content or site functionality, or to provide for site restoration. Pioneer will make every reasonable effort to notify Client of overdue balances, to avoid service disruption, and to restore any available services promptly upon resolution of outstanding balances.

Pioneer reserves the right to increase its monthly fees once per calendar year by 3.0% or the National CPI for the trailing twelve-month period, whichever is more. You will be provided with at least 30 days’ written notice of any such price increase.

Work for Hire and Ownership

The services provided under this Agreement are considered “work for hire.” Upon receipt of full payment, and subject to the licensing agreements of third-party technology providers (e.g., WordPress, Kinsta, Gravity Forms), Client shall take sole ownership of all website content, design, structure, code, themes, apps, domains, site-specific configurations and marketing accounts (e.g. Google Analytics) developed under this Agreement.

Restrictions on Commercial Resale

The ownership outlined above extends to Client’s internal business use only. Client is expressly prohibited from reselling, sub-licensing, or distributing the code, design files, or templates as a standalone product or service. This restriction does not apply to the transfer of the website as part of a bona fide sale of Client’s related business or assets.

Third Party Maintenance and Competitive Use

Client may grant access to the website’s code and design files to third-party vendors for the sole purpose of ongoing support, maintenance, or further development of Client’s website. However, Client assumes the obligation to ensure that such third parties are bound by confidentiality and non-use terms. Specifically, these third parties shall not utilize Pioneer’s proprietary technology, designs, or code in any product or service that competes with Pioneer.

Retained Rights and Promotion

No intellectual property rights in Client’s specific website are retained by Pioneer, except that Pioneer reserves a non-exclusive, royalty-free license to reproduce any and all designs and deliverables in print and electronic media for Pioneer’s promotional and portfolio purposes.

Errors

Client has responsibility to proofread and review all content displayed on their website. As a result, Client is fully responsible for any errors in spelling, typography, illustrative layout, photography, attribution, or other errors discovered after content is published, and for any work performed by third parties selected by Client.

Service Commitments and Support

Pioneer is committed to accountably delivering reliable, secure, and responsive services.

  • Hosting and Infrastructure
    • Client’s site will be hosted on an industry-leading, highly secured U.S.-based infrastructure such as Kinsta  or equivalent.
    • Client’s site hosting will be siloed, enabling maximum Client control over the site and its features and updates and eliminating cross-contamination risk.
    • The minimum monthly uptime percentage for Client’s site will be 99.9%. This may be increased by the purchase of certain enhanced services if/as outlined in the proposal.
    • See Exhibit A for the definition and calculation of uptime and associated SLA credits.
    • All platforms and plugins will be updated to current versions as soon as reasonably possible unless such update is technically impossible or inadvisable, in which case Client will be notified of such.
  • Security
    • Pioneer Web provides industry-leading real-time site security monitoring and threat detection.
    • Pioneer Web utilizes role-based access controls and appropriate authentication safeguards.
    • See Exhibit B for an outline of Pioneer Web’s security program.
  • Backup
    • Client’s site will be backed up, and backups stored in a separate secure environment, at least once each day.
    • Backups will be retained for at least 20 (twenty) days.
    • Enhanced backup routines are provided with the purchase of certain enhanced services if/as outlined in the proposal.
  • ADA compliance
    • Site designs will be ADA accessible to the as-now current standard, not to be less than WCAG 2.1 Level AA.
    • Ongoing ADA compliance auditing and consulting is available as an enhanced service if/as outlined in the proposal.
  • Training
    • Basic site user training will be included in the scope of work for all new Clients’ site builds. Additional training may be outlined in the proposal, and recurring trainings are available for purchase.
  • Support and Ticketing
    • Pioneer Web provides support via telephone, email, and backend-integrated ticketing support, in accordance with your purchased level of support as outlined in the proposal.
    • Telephone support will be provided by English-first personnel, Monday through Friday, 7:00 AM – 7:00 PM Eastern time, excluding holidays.
    • Emergency support by ticket will be provided 24/7/365 to emergency contacts established with Pioneer by Client
    • See Exhibit C for the definition and calculation of ticket severity and response targets.

Site Portability and Service Provider Transition

Consistent with the Work for Hire & Ownership section of this Agreement, Pioneer is committed to full portability of Client websites. Accordingly, upon termination of this Agreement:

  • Pioneer will support an expeditious and seamless migration of Client’s website to Client’s designated new provider at no additional charge.
  • Pioneer will actively cooperate with Client and any successor provider to complete the transition, including the transfer of ownership, access, and/or payment obligation for any Pioneer-managed accounts required for site operation.
  • If a seamless migration is not reasonably possible, Pioneer will provide, within five (5) business days, a complete and unredacted export of:
    • Website files,
    • Site database content,
    • HTML code (if requested), and
    • To the extent not included in the above, any other exportable components, such as forms designed within a plugin that has a native export function.

Pioneer will work in good faith to complete a site hosting transition within fifteen (15) business days, or as soon thereafter as applicable domain and ICANN processes allow. 

Pioneer will securely destroy Client’s data, and backups thereof, within thirty (30) days of a confirmed successful provider transition.

Service Changes and Enhancements

Pioneer may periodically update, enhance, or modify aspects of the Pioneer Web services to improve performance, security, or functionality. Such changes will not materially reduce the overall level of service provided to Client.

Limitation of Liability

To the fullest extent permitted by law:

  • Pioneer’s total cumulative liability under this Agreement shall not exceed the total fees paid by Client to Pioneer under this Agreement during the twenty-four (24) months preceding the event giving rise to the claim.
  • In no event shall Pioneer be liable for any website failure or performance issue caused by modifications made or services provided by another party. This includes services, applications, additions or changes used on or made to the website by Client, Client’s representatives, employees, and any outside party.
  • In no event shall Pioneer be liable for any damages that are indirect, incidental, consequential, special or punitive in nature. This limitation applies regardless of the form of action and even if Pioneer has been advised of the possibility of such damages.

Non-solicitation

If, during the term of this contract and for twelve months following its termination, Client directly solicits and hires a Pioneer or Pioneer Web staff member engaged in the fulfilling of these contracted services, Client agrees to pay Pioneer 50% of the staff member(s)’ annual salary as a placement fee. Solicitations aimed at the general public for open positions shall not be considered solicitations in breach of this clause.

Indemnification   

Pioneer and Client agree not to design, develop or provide to one another any items that infringe on the intellectual property rights of any other person or entity. Pioneer and Client agree that the supplying Party shall defend, indemnify and hold harmless the receiving Party, its officers, directors, members and employees from and against any and all claims, demands, losses, damages, liabilities, judgments, costs and expenses, obligations and attorney or other professional fees and expenses arising out of or relating to any such alleged or actual infringement.

Force Majeure  

No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of government, act of public enemy, failure of third-party infrastructure providers, or other cause of similar or dissimilar nature beyond its control.

General Terms

  • This Agreement, together with the proposal and any applicable SOW, and together with any amendments thereto agreed to in writing by the parties, represents the entire understanding between the parties.
  • Any modifications to this Agreement must be in writing and agreed upon by both parties.
  • If any part of this Agreement is found to be invalid or unenforceable, all other terms of the Agreement remain in effect.
  • This Agreement shall be governed by the laws of the State of Oregon.

Exhibit A

Hosting Uptime and SLA Credits

1. Monthly Uptime Target. Pioneer Web shall maintain a Monthly Uptime Percentage of at least 99.9% for Client site.

2. Uptime Measurement and Monitoring Measurement Method. Uptime is calculated per monthly billing cycle. The formula is: (Total Minutes in Month – Minutes of Downtime) / Total Minutes in Month.

Definition of Downtime is defined as any period where the site is inaccessible via HTTP from selected host’s internal monitoring tools.

Monitoring Sources: Uptime is monitored via host’s proprietary system (which performs checks every 3 minutes) and supplemented by Pioneer Web’s external monitoring tools for domain/DNS availability.

3. Maintenance Window Exclusions. The following are excluded from Downtime calculations:

Scheduled Maintenance: Routine updates occurring between 11:00PM and 5:00 AM EST.

Emergency Maintenance: Critical patches required for security or platform stability.

External Factors: (a) Issues caused by Client-side code, third-party plugins, force majeure events, or DNS issues outside of Pioneer Web’s direct operational control. (b) Traffic, requests, processes, or other activity affecting a site that exceeds the capabilities of the site, the hosting plan, or the services purchased. (c) Client’s breach of this Agreement or any other policies, terms, or agreements applicable to Client.

4. SLA Credits for Uptime

If the Monthly Uptime falls below target, Pioneer will provide the following credits toward the next monthly invoice:

Length of Downtime – SLA Credit

  • 43 to 59 minutes: 5% x monthly hosting fees
  • 60 to 119 minutes: 10% x monthly hosting fees
  • Etc., with up to 100% of monthly hosting fees credited based on a 5% credit for each 59-minute interval of Downtime

Exhibit B

Pioneer Web Security Program

1. Shared Responsibility

Security for a Pioneer Web site is a shared responsibility as follows:

  • Upstream Hosting Provider: Manages the physical security of data centers, network hardware, and the virtualization layer.
  • Pioneer Web: Manages application-level configuration, user access controls for Pioneer Web staff and Client users, and secure development practices.
  • Client: secures Client logins in its possession, ensures the security of any Client-uploaded content or code, and promptly notifies Pioneer Web of any observed suspicious site content or activity.

2. Infrastructure and Network Security (Provider Level)

Pioneer Web ensures that the chosen Upstream Hosting Provider maintains the following standards:

  • Physical Access: Data centers utilize visitor sign-in procedures, badges, and escorted access.
  • Network Segmentation: Customer environments are logically isolated to prevent unauthorized cross-tenant access.
  • Intrusion Detection: Continuous monitoring of the network layer for early detection of potential breaches.
  • Hardening: Network and system hardening standards are documented and based on industry best practices (e.g., ISO/SOC2).
  • Firewall Management: Edge firewalls are utilized and reviewed at least annually to prevent unauthorized port access.

3. Data Protection and Encryption

  • Encryption at Rest: All datastores housing sensitive Client data are encrypted at rest using industry-standard AES encryption.
  • Encryption in Transit: All data transmitted over public networks is encrypted using secure protocols (TLS/SSL).
  • Key Management: Access to encryption keys is restricted to authorized systems and personnel with a verified business need.

4. Access Control and Authentication

  • Unique Identities: Authentication to all production systems requires unique usernames and secure authentication mechanisms (e.g., SSH keys or strong passwords).
  • Multi-Factor Authentication (MFA): Remote access to production environments is strictly limited to authorized personnel using MFA.
  • Access Revocation: Access to all systems is revoked within 24 hours of employee or contractor termination.
  • Quarterly Reviews: Pioneer Web conducts quarterly access reviews to ensure permissions are limited based on the principle of “least privilege.”

5. Operational Security and Maintenance

  • Vulnerability Scanning: External-facing systems undergo host-based vulnerability scans at least quarterly. Critical and high vulnerabilities are tracked to remediation.
  • Patch Management: Software and infrastructure components are patched as part of routine maintenance to harden servers against known threats.
  • Backup and Recovery: Automated backup processes ensure a fresh snapshot of your site is taken at least daily, and then separately and securely stored for at least 20 days. More frequent backups or longer retentions may be specified within the proposal. Restoration procedures are established for recovery of customer data in accordance with applicable Disaster Recovery Plan(s), to include independently hosted staging sites, distributed hosting, and supplemental quarterly code-level backups.
  • Change Management: Changes to the production environment are authorized, documented, and tested prior to implementation.

6. Organizational Security

  • Personnel Screening: All Pioneer Web personnel with access to the Pioneer Web Solution environment undergo background checks prior to hiring.
  • Confidentiality: All Pioneer Web employees and contractors are required to sign non-disclosure and confidentiality agreements.
  • Security Awareness: All Pioneer Web personnel must complete security awareness training upon hire and annually thereafter.

7. Audit and Compliance

  • Independent Review: Pioneer Web ensures the Upstream Hosting Provider undergoes independent third-party security audits (e.g., SOC 2 Type II) at least annually.
  • Right to Information: Upon written request, Pioneer Web will provide a summary of the most recent security assessments or uptime reports provided by the Upstream Hosting Provider.

8. Incident Notification and Response

  • Pioneer shall notify Client without undue delay, and in any event within twenty-four (24) hours, after discovering any actual or reasonably suspected security incident affecting Client’s site(s).
  • Pioneer shall promptly investigate, contain, and remediate incidents and shall cooperate fully with Client, including providing incident reports, forensic findings, and remediation plans.
  • If a security incident is determined to be the fault of Client (e.g., compromised Client user credentials, unapproved plugin installations), Pioneer shall upon request provide one restoration of the affected site(s) from backup at no cost. Pioneer shall, for all other remediation and resolution efforts, be entitled to payment at its then-applicable Pioneer Web hourly rates.

Exhibit C

Support Ticket Severity & Response Targets

Pioneer Web will respond to support requests based on the following priority levels:

  • Priority 1 (Critical). Definition: Site is down, security breach, or total loss of core functionality for all users.
    • Response Target: Under 1 Hour
    • Resolution Target: 4 Hours
  • Priority 2 (High). Definition: Major feature failure (e.g., broken checkout or forms) or significant performance lag.
    • Response Target: Under 4 Hours
    • Resolution Target: 8 Hours
  • Priority 3 (Normal). Definition: Minor bugs, aesthetic issues, or general “how-to” inquiries.
    • Response Target: Under 8 Hours
    • Resolution Target: 3 Business Days
  • Priority 4 (Low). Definition: Feature requests, non-urgent cosmetic changes, or general consultation.
    • Response Target: 1 Business Day
    • Resolution Target: As agreed upon or required by Pioneer Web backlog

If a ticket exceeds its resolution target, the escalation path will be as follows:

Level 1: Pioneer Web Technical Support Lead
Level 2: Pioneer Web Project Manager
Level 3: Pioneer Web Director