Osmond Technologies, LLC 1700 N. Oxford Ave., Suite 208 Eau Claire, WI 54703 https://osmondtech.com

Managed Services Agreement

This Managed Services Agreement (“Agreement”) outlines the services provided by Osmond Technologies, LLC (“we,” “us,” or “our”) to clients enrolled in our Managed Services program. By subscribing to Managed Services, clients agree to the terms below.

1. Overview of Managed Services

Clients enrolled in the Managed Services program receive ongoing website maintenance, monitoring, updates, and content support. This service is designed to ensure your website remains secure, stable, and up to date.

Managed Services includes:

  • Management of website updates

  • Security patching and monitoring

  • Weekly human review of your website

  • Up to 25 content updates per month

  • Prioritized support for managed clients

  • No-cost backups under the Backup Policy

2. Website Updates & Security

Osmond Technologies, LLC will:

  • Apply WordPress core updates

  • Apply theme and plugin updates (supported plugins only)

  • Apply security patches as needed

  • Monitor for vulnerabilities

  • Notify clients of major or breaking updates when applicable

Updates are performed on a routine schedule, with urgent security updates applied as soon as reasonably possible.

3. Content Updates & Client Asset Delivery

Managed Services includes up to 25 content updates per calendar month. This monthly allowance does not roll over; unused updates expire at the end of each month. Included updates may include adding/updating text, posting blog entries, updating images, modifying existing pages, or minor layout adjustments.

  • Timely Asset Delivery Rule: To maintain our standard priority turnaround times (typically 48 hours), the client must deliver all required assets (copy, text, high-resolution photography, branding elements, or access credentials) at the exact time the update request is submitted.

  • Turnaround Forfeiture for Delayed Assets: If a client submits an update request but fails to deliver the necessary assets within seven (7) business days, the standard 48-hour priority turnaround window is forfeited.

  • Extended Asset Delays: For assets delayed by thirty (30) days or more, Osmond Technologies, LLC reserves the right to place the update into our standard non-priority development queue. Turnaround times for these delayed requests will extend at our sole discretion based on current project volume.

  • Final Sign-Off Window: Once a content update is applied and the client is notified, the client has five (5) business days to review the live change for accuracy. If no corrections are submitted within this window, the update is deemed approved and finalized. Any subsequent alterations to that specific content after the 5-day window will be treated as a completely new update request and deducted from the current month’s allowance.

  • Exceeding Monthly Allowance: If a client exceeds the 25 included updates within a single calendar month, additional updates are billed at a rate of $75.00 per update.

4. Weekly Site Review

A member of our team will manually review your website once per week to ensure:

  • Pages load correctly

  • Forms are functioning

  • Links are active

  • Security alerts are addressed

  • Backups are completing as expected

  • No visual or structural issues are present

If issues are found, we will resolve them or notify the client if additional input is needed.

5. Backup Services

All Managed Services clients receive no-cost backups, including:

  • Weekly full-site backups

  • Additional backups as needed during major updates

  • Assistance with restores in the event of an issue

For full details, see our Backup Policy.

6. Domain Registration & Privacy Protection

CRITICAL SECURITY PROTOCOL: FOR DOMAINS REGISTERED BY OSMOND TECHNOLOGIES, LLC

If Osmond Technologies, LLC purchases or registers a domain name on behalf of the client, the following security and data protection rules apply universally and without exception:

  • Mandatory Identity Privacy: Osmond Technologies, LLC will permanently lock the domain registry and apply full Purchase Protection / WHOIS Privacy Cover to the registration.

  • Data Exposure Prevention: We explicitly do not list the client’s personal name, home/corporate address, phone number, or private contact information on the public internet registry. This is a strict security measure designed to ensure your sensitive business and personal data cannot be scraped, harvested, or stolen by third-party bad actors, spammers, or domain thieves.

  • Concealed Ownership: Because of this mandatory privacy firewall, public lookup tools (such as WHOIS) will display the domain owner and contact data as “Concealed” or restricted. This is normal, deliberate, and required to maintain your security. Complete legal transfer of the domain back to the client remains fully accessible upon contract termination under the terms of Section 9.

7. Exclusions

This Agreement does not include:

  • Development of new website features

  • Major redesigns or new page builds

  • Fixes for issues caused by unsupported third-party plugins

  • Content creation (writing, photography, video, etc.)

  • Emergency fixes caused by client-side modifications

  • Malware removal caused by unsupported third-party code

  • Client-Side Sabotage & Unauthorized Access: Managed Services strictly covers work performed directly by Osmond Technologies, LLC. If the client, a client representative, or any unauthorized third party logs into the backend and modifies code, alters styles, deletes databases, or installs incompatible plugins that disrupt or break the website, the remediation work is not covered under the monthly update allowance. All repair labor required to restore the site back to its functional state will be billed immediately at our technical recovery rate of $175.00 per hour.

These services may be contracted separately.

8. Billing, Renewal, & Refunds

Managed Services are billed on a recurring annual cycle. Payment for the full 12-month term is due upfront. Services automatically renew at the end of each annual term unless canceled in writing by the client at least thirty (30) days prior to the renewal date. Failure to pay the annual renewal invoice may result in immediate suspension of hosting and maintenance services.

  • No-Refund Policy: All annual payments for Managed Services are strictly non-refundable. Once an annual invoice is submitted and paid, those funds are secured for the full 12-month term. If a client chooses to cancel or dissolve the relationship midway through their contract year, no prorated refunds, partial rollbacks, or credits for the remaining months will be issued.

  • Service Infrastructure Exception: The sole exception to the non-refundable policy is a total, verifiable failure of Osmond Technologies, LLC’s proprietary hosting infrastructure due to direct negligence.

  • Third-Party & External Outages: Osmond Technologies, LLC is entirely absolved of liability and will not issue refunds or credits for website disruptions, display issues, or functionality failures caused by external factors beyond our direct control. This includes, but is not limited to: Google gateway disruptions, internet service provider (ISP) routing issues, localized browser or DNS caching delays, third-party software/plugin bugs, or upstream server errors.

9. Termination, Asset Offboarding, & Liability

Upon written notice of contract termination, the client may request the release of their digital assets and domain names, subject to the following strict conditions:

  • Account Clearance: No assets, files, or domains will be transferred or released until the client’s account balance is at a strict zero ($0.00) and all outstanding invoices are paid in full.

  • Standard Courtesy Offboarding: As a courtesy, Osmond Technologies, LLC will provide a single compressed ZIP file containing the website’s raw files/database and will initiate the domain transfer to the client’s designated registrar (e.g., GoDaddy).

  • Extended Technical Labor Rate: Any technical support, migration assistance, or provisioning beyond the basic asset export and single domain transfer initiation is billed at an offboarding rate of $175.00 per hour, with a strict one-hour minimum requirement. This fee is non-refundable and must be paid upfront.

  • Limitation of Transfer Liability: Osmond Technologies, LLC is responsible only for initiating the domain transfer and exporting the site files. We are explicitly not responsible for the finalization, configuration, or functionality of the domain or website on the receiving party’s infrastructure. If the client, their new hosting provider, or a third-party developer mishandles, breaks, or fails to complete the migration or transfer, Osmond Technologies, LLC retains all collected fees, and any subsequent remediation work will be billed as a new, separate engagement at the $175.00/hour rate.

  • “As-Is” Asset Delivery: All exported website assets are delivered in an “as-is” state based on their current functionality within our server environment. No warranty or guarantee of compatibility with external hosting environments is provided.

10. Non-Solicitation of Personnel

The client explicitly agrees that during the term of this Agreement and for a period of twelve (12) months following its termination, they will not directly or indirectly solicit, recruit, hire, or attempt to hire any employee, independent contractor, or technical partner associated with Osmond Technologies, LLC without prior written consent. Breach of this anti-poaching provision carries a liquidated damages penalty equal to one full year of the contracted service rate or $10,000.00, whichever value is greater, payable immediately upon violation.