Service Agreement
Agreement
This OMIAH Desk Service Agreement (“Agreement”) is between OMIAH LLC (“OMIAH,” “we,” “us”) and the business or organization identified at checkout or in an order confirmation (“Client,” “you”). This Agreement governs OMIAH Desk and any related work that expressly references it. The person accepting this Agreement represents that they have authority to bind Client.
Contents
- Service
- Fees and payment
- Term and cancellation
- Changes and extra work
- Client responsibilities
- Ownership and license
- Third-party services
- SEO and business results
- Availability and support
- Data and privacy
- Warranties
- Limitation of liability
- Indemnity
- General terms
1. Service
The base OMIAH Desk service is a managed website service. Unless an order says otherwise, the $79/month plan includes:
- deployment and managed hosting of the OMIAH-delivered website;
- HTTPS/SSL configuration for the website;
- routine technical maintenance reasonably necessary to keep the delivered website functioning as intended;
- reasonable backup, rollback and recovery procedures;
- basic website health checks and technical troubleshooting;
- reasonable assistance connecting Client’s domain and DNS records; and
- support for technical issues affecting the website as delivered.
The base plan does not include ongoing marketing, copywriting, photography, graphic design revisions, new pages, e-commerce, booking systems, CRM work, custom integrations, accessibility certification, legal compliance review, paid advertising, reputation management, or recurring SEO work unless separately agreed in writing.
2. Fees and payment
The base fee is $79 USD per month, billed in advance on a recurring basis. By completing checkout, Client authorizes OMIAH and its payment processor to charge the payment method on file each billing period until the Agreement ends. Applicable taxes and approved third-party charges may be added.
Extra work is billed only when requested or approved by Client. Current common rates are shown on the Desk website and may change prospectively. OMIAH will quote unusually large or materially different work before beginning it.
If a recurring payment fails, OMIAH may retry the payment, request another payment method, pause nonessential work, or suspend the website after reasonable notice. Amounts already paid are non-refundable except where required by law or expressly agreed in writing.
3. Initial term, renewal and cancellation
The initial service period is twelve (12) months beginning on the service start date. After the initial period, the service continues month-to-month until either party gives at least 30 days’ written notice of cancellation.
If Client asks to end service before the initial 12-month period ends, OMIAH may either (a) keep the service active through the end of the paid/committed period or (b) agree in writing to an early termination amount. OMIAH may terminate immediately for unlawful use, abuse, fraud, nonpayment, security risk, or material breach, and otherwise may terminate with 30 days’ notice.
4. Requested changes and additional work
Technical maintenance means maintaining the website substantially as delivered. It does not mean unlimited design or content changes. When Client asks for edits, OMIAH will either apply the published quick-change/standard-work rate or provide a quote before proceeding. Client approval by email, text message, checkout, or other written electronic communication is sufficient authorization.
Turnaround estimates are estimates, not guaranteed deadlines, unless OMIAH expressly agrees to a deadline in writing.
5. Client responsibilities
Client will provide accurate business information, timely approvals, necessary access to its domain or third-party accounts, and lawful content. Client is responsible for the accuracy of pricing, service descriptions, licenses, claims, regulatory disclosures and other business information appearing on its website.
Client represents that it owns or has permission to use all logos, photos, text, trademarks, customer reviews and other materials it gives OMIAH. Client will not instruct OMIAH to publish unlawful, infringing, deceptive or harmful material.
6. Ownership and license
Client retains ownership of its domain name, trademarks, logos, pre-existing content, customer data and other materials supplied by Client.
OMIAH retains ownership of its pre-existing tools, reusable code, templates, design systems, processes and know-how. During an active Desk subscription, OMIAH grants Client a non-exclusive license to use the delivered website for Client’s business.
After Client has paid twelve consecutive months of the base service and is current on all invoices, Client may request a reasonable export of the site-specific website code and content created for Client, excluding OMIAH’s reusable tools, third-party licensed components, credentials and infrastructure. OMIAH may provide reasonable transition assistance at its then-current hourly rate. Third-party platforms may impose technical limits on what can be exported.
7. Domains and third-party services
Domain registration, email, analytics, booking tools, payment processors, maps, fonts, plugins, APIs and similar services may be provided by third parties under their own terms. Unless expressly included, their fees are Client’s responsibility. OMIAH is not responsible for a third party’s outage, policy change, price change, account suspension or data practices.
OMIAH will not transfer Client’s domain ownership to itself as a condition of Desk service. Where practical, important third-party accounts should remain registered in Client’s name or under Client-controlled credentials.
8. Search visibility and business results
OMIAH may make technically sensible choices that help search engines understand the website, but the $79 base plan is not an ongoing SEO campaign. Search rankings, traffic, leads, revenue, conversion rates, Google Business Profile placement and other business outcomes are not guaranteed. Search engines and advertising platforms control their own systems.
9. Hosting, availability and support
OMIAH will use commercially reasonable efforts to keep the website available and secure, but no internet service can be guaranteed uninterrupted or error-free. Maintenance, vendor outages, DNS changes, internet failures, attacks and events outside OMIAH’s control may affect availability.
Support is not a 24/7 emergency service unless separately agreed. OMIAH generally aims to acknowledge ordinary support requests within two business days and will prioritize credible site-down or security incidents when reasonably possible.
10. Data and privacy
OMIAH will use Client account information to provide and administer the service. Client should not send sensitive personal information, payment-card data, passwords or regulated data by ordinary email. Payment-card information should be entered only into the approved payment processor’s secure checkout.
Client is responsible for any privacy policy, cookie notice, sector-specific disclosure, accessibility requirement or consent mechanism legally required for Client’s business. OMIAH may assist with implementation if separately requested, but does not provide legal advice or compliance certification.
11. Warranties and disclaimers
OMIAH warrants that it will perform the service in a professional and workmanlike manner. Except for that limited warranty, the service is provided “as is” and “as available” to the maximum extent permitted by law. OMIAH disclaims implied warranties of merchantability, fitness for a particular purpose, title and non-infringement to the extent permitted by law.
12. Limitation of liability
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, punitive, exemplary or consequential damages, or for lost profits, lost revenue, lost business, loss of goodwill or loss of data arising from this Agreement, even if advised such damages were possible.
To the maximum extent permitted by law, OMIAH’s aggregate liability arising out of or related to the Desk service will not exceed the amount Client paid OMIAH for Desk during the six (6) months immediately before the event giving rise to the claim. This limitation does not apply where applicable law does not allow it.
13. Indemnity
Client will defend and indemnify OMIAH from third-party claims arising from Client-provided content, Client’s products or services, Client’s unlawful instructions, or Client’s violation of another party’s intellectual-property or privacy rights. OMIAH will promptly notify Client of a covered claim and reasonably cooperate in the defense.
14. General terms
Independent contractor.
OMIAH is an independent contractor and not Client’s employee, partner, fiduciary, franchisee or agent.
Force majeure.
Neither party is liable for delay caused by events beyond its reasonable control, including major internet or cloud outages, natural disasters, government action, labor disruption, war, civil disturbance or widespread utility failure.
Assignment.
Client may not assign this Agreement without OMIAH’s written consent, except as part of a bona fide sale of substantially all of Client’s business or assets. OMIAH may assign this Agreement in connection with a merger, reorganization, sale of business or transfer to an affiliate.
Notices.
Operational notices may be sent by email. Notices to OMIAH may be sent to hello@omiah.cc. Client is responsible for keeping its contact email current.
Governing law.
This Agreement is governed by the laws of the State of South Carolina, without regard to conflict-of-law rules. The parties consent to jurisdiction in courts of competent jurisdiction located in South Carolina.
Entire agreement; order of precedence.
This Agreement, together with any order confirmation or written statement of work that references it, is the entire agreement concerning Desk and replaces prior discussions about the same subject. If a signed statement of work conflicts with this Agreement, the statement of work controls for that specific work.
Changes.
OMIAH may update these terms prospectively. Material changes affecting an active initial term will not retroactively increase the committed base fee or materially reduce the base service without Client’s agreement, except where required for law, security or third-party platform changes.
Severability; waiver.
If any provision is unenforceable, the rest remains effective. Failure to enforce a provision once is not a waiver of future enforcement.
Electronic acceptance.
Electronic acceptance, including checking an acceptance box and completing checkout, has the same effect as a handwritten signature to the extent permitted by law.
By clicking through to secure checkout and completing payment, Client confirms that it has read and agrees to this OMIAH Desk Service Agreement, including the recurring $79/month charge and the initial 12-month service period.