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Website Maintenance Plan

This Website Maintenance Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all monthly website maintenance services (hereinafter collectively referred to as “Maintenance Services”) ordered by Client.

Term and Termination

This Agreement shall be effective as of the time frame Client signs up for Maintenance Services. This Agreement may be terminated by either party upon 30-day written notice to the other if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Davies Branding + Design immediately if (i) Client fails to pay any fees hereunder; or (ii) if Client fails to cooperate with Davies Branding + Design or hinders Davies Branding + Design ability to perform the Maintenance Services hereunder.

Maintenance Services

Davies Branding + Design agrees to provide Client with Maintenance Services as described in this Agreement. Maintenance Services include:

  • Monitoring/updates of your WordPress theme*
  • Monitoring/updates of your WordPress Core*
  • Monitoring/updates of all plugins*
  • Daily security monitoring
  • Continuous monitoring for broken links
  • Continuous uptime monitoring
  • Daily backups of the full website
  • Recovery of website files from backups*
  • Pre-update backups
  • Post-update testing
  • Monthly Google Analytics Report
  • Monthly Website Care report
  • Free Elementor Pro License**

*These tasks are done throughout the month. Some items, such as updates, only occur when necessary and when I know the update is a stable version and it is okay to proceed.

** Applicable only to websites built by Davies Branding + Design using Elementor. This license fee is paid by Davies Branding + Design for as long as you are a current maintenance plan client. If maintenance plan is terminated by either party, client will be responsible for purchasing an Elementor Pro yearly license (approx. $5/month).

Malware, Spam, or Malicious Code 

Removal of malware, spam, and malicious code from Client’s website is not covered under the Maintenance Plan. Removal of infections is available for an additional charge for clients who are on a Maintenance Plan at the time of infection. I will need to provide you with a price estimate, which you must agree to pay for removal to commence. I do everything I can to help you avoid infections from such things, however, they can still happen unfortunately. 

Fees; Limitations on Refunds and Cancellation Fees

Client agrees to pay Davies Branding + Design any and all fee(s) as billed in accordance with this Agreement. Fees will be billed at the first of the month for that month’s maintenance, unless you are on an annual billing plan, which will be billed prior to maintenance beginning. The client further agrees that, in the event of any termination of this agreement by client, no refunds shall be given under any circumstances whatsoever.

Client Responsibilities

For the purposes of providing these services, Client agrees:

  • To provide Davies Branding + Design with access to its website for the purpose of providing Maintenance Services.
  • To provide Davies Branding + Design access to their web hosting account, providing active username / password.
  • To add Davies Branding + Design as a user on Client’s web hosting account with full/admin rights
  • To add Davies Branding + Design as a user on Client’s Google Analytics account with full/admin rights. If you do not have a Google Analytics account yet, Davies Branding + Design will work with you to get it set up
  • To allow Davies Branding + Design to maintain site admin status and admin user rights on WordPress installation

Client Acknowledgements 

Client understands, acknowledges and agrees that:

  • Things NOT INCLUDED in the maintenance plan include, but are not limited to, website hosting, email hosting, domain hosting, changes/edits to any website pages, blog posts, images or content, or search engine optimization.
  • All monthly updates are scheduled according to a process and workflow that Davies Branding + Design uses to maintain all its clients’ websites in a fair and orderly fashion. The only exception being the case of security warnings or a total website down issue, which would be considered an “emergency” and would take priority.
  • Should the Client wish to have additional tasks completed in the same month, they will be billed on an hourly basis of $100 per hour.
  • All communications will be done during regular business hours, which are Monday through Friday from 8:30 AM to 5:00 PM (CST).
  • Davies Branding + Design has no control over Client’s hosting company in regard to server downtime, incompatibilities with software, PHP compatibility issues, etc.
  • Davies Branding + Design is not responsible for Client’s email issues or troubleshooting problems on their own computer. My role is to maintain and keep your website running at its optimal capabilities.
  • Davies Branding + Design has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s website(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
  • Davies Branding + Design is not responsible for changes made to Client’s website(s) by other parties, including the Client themselves.
  • During the duration of this contract, the Client agrees that Davies Branding + Design will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the website’s code. If a party, including the Client, other than Davies Branding + Design makes changes to the website’s code, any errors that are created must be repaired and will be charged for at the hourly rate specified above.
  • Davies Branding + Design is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
  • Davies Branding + Design will not repair Client’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.


Client shall indemnify and hold harmless Davies Branding + Design (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Davies Branding + Design as a result of any claim, judgment, or adjudication against Davies Branding + Design related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Davies Branding + Design (the “Client Content”), or (b) a claim that Davies Branding + Design’ use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Davies Branding + Design must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defense and all related negotiations.

Disclaimer of All Other Warranties

Except as otherwise specified in this agreement, Davies Branding + Design provides its services “as is”. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Limited Liability

In no event shall Davies Branding + Design be liable to client for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. Davies Branding + Design makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.

Client Representations

Client makes the following representations and warranties for the benefit of Davies Branding + Design:

  • Client guarantees to Davies Branding + Design and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
  • From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.
  • Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Davies Branding + Design and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.


The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Davies Branding + Design and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

Force Majeure

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

Relationship of Parties

Davies Branding + Design, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Davies Branding + Design, whether by regulation or contract. In no way is Davies Branding + Design to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.


Davies Branding + Design and Client agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Hennepin County, Minnesota and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Minnesota sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Minnesota or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

Agreement Binding on Successors

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.


Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Davies Branding + Design. Davies Branding + Design reserves the right to assign subcontractors as needed to this project to ensure on-time completion.


No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.


If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

No Inference Against Author

No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

Read and Understood

By purchasing a Maintenance Package, Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.


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