Development Services - Terms of Service

These Terms of Service ("Terms") apply specifically to our monthly and annual development retainer services (the "Retainer Services").

If you're looking for terms related to our digital products, community, or other services, please see our General Terms of Service.

These Retainer Services Terms govern your use of development services provided by 521 Dimensions LLC, doing business as Server Side Up ("Server Side Up," "we," "us," or "our"). By subscribing to our Retainer Services, you ("Customer," "you," or "your") agree to be bound by these Terms.

Incorporation of General Terms: Our General Terms of Service are incorporated by reference into these Retainer Services Terms, including but not limited to provisions regarding Restricted Purposes, Account Security, Data & Privacy, and Copyright. In the event of any conflict between the General Terms and these Retainer Services Terms, these Retainer Services Terms will control for matters specifically related to the Retainer Services.

Service Plans

We offer two subscription tiers, each available on monthly or annual billing:

Monthly Plans

• Single Priority Track: $8,500 per month
• Dual Priority Track: $16,500 per month

Monthly plans provide maximum flexibility with no long-term commitment. You may cancel at any time without penalty.

Annual Plans

• Single Priority Track: $6,800 per month (20% discount)
• Dual Priority Track: $13,200 per month (20% discount)

Annual plans require a 12-month commitment and are subject to the cancellation terms described in Cancellation Terms.

What "Priority Track" Means

Single Priority Track: We work on one active request at a time. Additional requests are queued and addressed sequentially.

Dual Priority Track: We work on two concurrent active requests. A third request is queued until one of the two active requests is completed.

An "active request" is a discrete task or feature that requires focused development work (e.g., "build user dashboard" or "integrate payment system", "fix these groups of bugs").

Priority Management: We recommend setting priorities on a weekly basis. Frequent priority changes (hourly or daily) significantly reduce productivity and are strongly discouraged. If priority changes are impacting our ability to deliver quality work efficiently, we'll communicate this with you.

Service Description

This retainer service operates during normal business hours. This service does not provide 24/7 emergency support, on-call services, responses outside our normal business hours, or guaranteed response times. Emergency support may be arranged separately if needed.

What We Provide

• Full-stack development expertise (frontend, backend, DevOps)
• UX design and implementation
• Unlimited hours of development work within your priority track
• Communication via GitHub/GitLab/Notion issues (no meetings required)
• Iterative development until you're satisfied with implementation

What to Expect

• We're a two-person team serving multiple clients
• Work is completed based on priority within your track
• Turnaround times vary by task complexity
• We commit to quality work and reasonable efforts, but we do not guarantee specific features will be delivered by specific dates
• This is a retained services model, not a fixed-bid project arrangement

Acceptance of Work

Work on an active request is considered complete when:

1. The functionality works according to the agreed specifications, and
2. You confirm acceptance through written communication (GitHub/GitLab/Notion, email), or
3. 10 business days have passed since we notified you of completion with no response (deemed acceptance)

Client Responsibilities

To ensure productive collaboration, you agree to:

• Provide timely access to necessary systems, repositories, and tools
• Designate a primary point of contact with decision-making authority
• Provide feedback and approvals within a reasonable timeframe (we recommend within 5 business days)
• Provide clear requirements and context for requests
• Maintain your own backups unless covered by a separate hosting agreement
• Respond to our questions and requests for clarification within 5 business days

Delays caused by lack of client response or access may extend delivery timelines proportionally.

Cancellation Terms

Monthly Plans

You may cancel your monthly subscription at any time. Cancellation takes effect at the end of your current billing period. You will not be charged for subsequent months, and no pro-rata refunds are provided for the current billing period. Service continues through the end of the period you've paid for.

Annual Plans

Annual plans require a 12-month minimum commitment. If you wish to cancel before your 12-month term is complete, the following terms apply:

Notice Requirement: You must provide 60 days written notice of your intent to cancel by emailing us at [email protected].

Discount Reconciliation: Upon cancellation, you must pay the difference between the discounted annual rate and the standard monthly rate for all months of service you received.

For example, if you cancel after 6 months on the Single Priority Annual Plan:

• You paid: $6,800/month × 6 months = $40,800
• Standard monthly rate: $8,500/month × 6 months = $51,000
• Amount due: $51,000 - $40,800 = $10,200

Final Invoice: Upon receiving your cancellation notice, we will pause your automatic Stripe billing and send you one final invoice covering:

1. 60 days of continued service
2. Discount reconciliation for all months of service received

Payment of this final invoice is due within 7 days. We will continue providing service through your final day of service (60 days from cancellation notice). Once the final invoice is paid, your contract will be fully settled with no further obligations.

Notice Period Service: We will continue providing service throughout the 60-day notice period. If you choose not to use our services during this period, you are still obligated to pay for the full 60 days as this notice period is a minimum contract term, not a service requirement.

Quality-Based Cancellation Exception

If you believe our work quality does not meet the standards promised in these Terms, you may invoke this exception:

1. Provide written notice specifying the quality concerns in detail
2. We will have 30 days to address and cure the stated quality issues
3. If the issues remain unresolved you must notify us again, clearly stating your expected results.
4. If there is no improvement after the 30-day cure period, you may cancel with an additional 30 days notice
5. We have sole discretion to waive the discount reconciliation payment in these circumstances

This exception requires good faith on both sides. We stand behind our work quality and will make genuine efforts to resolve any legitimate concerns.

7-Day Money-Back Guarantee

We offer a 7-day money-back guarantee on your first month of service only (whether monthly or annual plan). If you're not satisfied within the first 7 days, notify us in writing and we'll provide a full refund of your first month's payment.

After the first 7 days, annual plan terms apply (including the 60-day cancellation notice and discount reconciliation), and no refunds will be issued for time already worked.

This guarantee demonstrates our confidence in the quality of our work while protecting you from a poor fit.

Billing and Payment

Automatic Billing

All subscriptions are billed automatically through Stripe on a monthly basis. You authorize us to charge your payment method (credit card or ACH) each billing cycle.

Payment Failure

If your payment method fails:

1. Stripe will automatically retry the charge according to its standard retry schedule
2. We will send you an email notice immediately upon the first failure
3. You have 14 days from the first failed payment attempt to update your payment method and resolve the issue
4. If payment remains unresolved after 14 days, we will suspend service
5. If payment remains unresolved after 30 days total, we may terminate your contract

Failed Payment Fees

• Bounced ACH payment: $50 fee per occurrence (to cover our bank fees and administrative costs)
• Late payment: 1.5% per month (18% annually) on any overdue balance, or the maximum rate allowed by Wisconsin law, whichever is less

Annual Contract Payment Obligations

If you are on an annual plan and we terminate your contract due to non-payment, you remain responsible for:

• All unpaid monthly charges
• Discount reconciliation payment
• Any late fees and bounced payment fees
• Reasonable collection costs and attorney fees

Attempting to use an invalid payment method or initiating a chargeback to avoid contractual obligations does not release you from amounts owed under these Terms.

Taxes

All fees are exclusive of taxes, levies, or duties. You are responsible for paying all applicable taxes associated with your purchase, except for taxes based on our net income. If we are required to collect or pay taxes, those amounts will be charged to you.

Contract Term and Renewal

Monthly Plans

Monthly plans continue on a month-to-month basis until you cancel. There is no automatic renewal or commitment period.

Annual Plans

Annual plans automatically renew for successive 12-month terms unless either party provides written notice of non-renewal at least 60 days prior to the renewal date.

For example, if your annual contract began on March 1, 2025, it will automatically renew on March 1, 2026, for another 12-month term unless either you or we provide notice by January 1, 2026.

Rate Changes

Your rates are locked for your current contract term. We may adjust rates for future renewal periods by providing written notice at least 60 days prior to your renewal date. If you do not agree to the new rates, you may cancel by providing notice before the renewal date (no discount reconciliation required since you're completing the full term).

Changing Service Tiers

Monthly Plans

You may upgrade or downgrade between Single and Dual Priority tracks at any time. Changes take effect at the start of your next billing cycle.

Annual Plans

Upgrades (Single Priority → Dual Priority): You may upgrade at any time with written notice. The upgrade takes effect at the start of your next billing cycle after your notice. Your annual contract continues through the original end date at the new higher tier.

Example: If your billing date is the 1st of each month and you notify us on March 15, your upgrade takes effect April 1.

Downgrades (Dual Priority → Single Priority): Downgrades are only available at your annual renewal date. To downgrade, provide written notice at least 60 days prior to your renewal date. If you need to reduce capacity before your renewal date, you may cancel your contract subject to the standard cancellation terms in Cancellation Terms.

Example: If you're on Dual Priority Annual and want to move to Single Priority, you can either:

1. Wait until your contract renewal date and downgrade then, or
2. Cancel your current contract (with 60-day notice and discount reconciliation) and sign up fresh for Single Priority subscription.

Termination by Server Side Up

Immediate Termination

We may terminate your contract immediately for:

• Non-payment after the cure period described in Billing and Payment
• Harassment, abuse, or threatening behavior toward our team
• Requests to perform illegal activities
• Material breach of these Terms

Termination for Any Reason

We reserve the right to terminate your contract for any reason with 30 days written notice. This might occur if we determine the working relationship is not a good fit.

Effect of Our Termination

If we terminate your contract:

• You do NOT owe discount reconciliation (annual plans only)
• We will continue providing service through the 30-day notice period if you wish
• No refunds will be issued for services already rendered
• You remain responsible for any unpaid invoices for work already performed

Intellectual Property Ownership

Your Ownership

You own all custom code, designs, and materials we create specifically for you during our engagement. Upon receipt of full payment, we assign all rights, title, and interest in this custom work to you.

Our Ownership

We retain all rights to:

• Pre-existing tools, frameworks, libraries, and code we developed before our engagement
• Third-party open source frameworks and tools (e.g., Laravel, React, Vue)
• Any code or tools we publish to our public GitHub repositories (github.com/serversideup)
• Our general knowledge, methods, and techniques

If we use any of our open source tools in your project, you receive a license to use them according to their open source license terms, but we retain ownership.

License to Our Tools

We grant you a perpetual, non-exclusive license to use any of our pre-existing tools or frameworks that are incorporated into your custom work. You may use, modify, and maintain this code as needed for your project.

Marketing and Publicity Rights

Client References

By subscribing to our services, you grant us permission to:

• List your company name and logo on our website and marketing materials as a client reference
• Include a brief description of the general nature of work performed (e.g., "web application development," "DevOps infrastructure")
• Publicly acknowledge our business relationship

What We Won't Do

We will not disclose:

• Specific project details, code, or proprietary information
• Financial terms or pricing
• Confidential business information
• Any information that would violate Confidentiality section below

Opt-Out

You may opt out of being listed as a client reference at any time by sending written notice to [email protected]. We will remove your name and logo from our public-facing materials within 30 days of receiving your request.

Case Studies

If we wish to create a detailed case study featuring your project, we will request separate written permission and provide you with the opportunity to review and approve the content before publication.

Confidentiality

We will not disclose your confidential information, including:

• Source code and proprietary systems
• Business strategies and financial information
• Customer data and user information
• Any information marked or reasonably understood to be confidential

We may only disclose your confidential information if:

• Required by law or court order
• You provide written permission
• The information becomes publicly available through no fault of ours

This confidentiality obligation survives termination of these Terms.

Service Availability and Interruptions

Our Commitment

We make reasonable efforts to maintain consistent service, but we are a two-person team and life happens. Here's what to expect:

Normal Operations:

• When one team member is unavailable (illness, vacation, etc.), the other team member typically remains available
• We communicate planned absences in advance when possible
• We respond to messages within 1-2 business days under normal circumstances

Scheduled Closures: We do not work during:

• December 24 - January 1 (annual holiday break)
• Major U.S. holidays (Memorial Day, July 4, Labor Day, Thanksgiving, Day after Thanksgiving, Christmas Eve, Christmas Day)
• Occasional conferences or team events (communicated in advance)

No Service Credits or Refunds For:

• Scheduled closures listed above
• Individual team member vacations or illness
• Temporary service disruptions or delays
• Third-party service outages (GitHub, hosting providers, etc.)

Extended Unavailability: If both team members are unable to work for 14 or more consecutive days due to unforeseen circumstances (serious illness, emergency, etc.), we may issue a pro-rata credit at our discretion.

This agreement specifically covers professional development services. Infrastructure hosting is not covered by this agreement. We do not guarantee specific uptime percentages or response times.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Our total liability to you for any claims arising from or related to our services is limited to the total amount you paid us in the 12 months preceding the claim.

We are not liable for:

• Indirect, incidental, consequential, or special damages
• Lost profits, revenue, or business opportunities
• Data loss or corruption (you are responsible for backups unless otherwise specified in a separate hosting agreement)
• Third-party claims against you
• Damages resulting from your use or inability to use the work product

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if we've been advised of the possibility of such damages.

Nothing in these Terms limits our liability for:

• Gross negligence or willful misconduct
• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be limited under Wisconsin law

Warranties and Disclaimers

Our Warranty

We warrant that:

• We will perform services in a professional and workmanlike manner
• We have the right to provide the services and assign the work product to you
• The custom work we create will not knowingly infringe third-party intellectual property rights

Disclaimer

EXCEPT AS EXPRESSLY STATED ABOVE, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• The work product will be error-free or meet your specific requirements
• Our services will be uninterrupted or timely
• Any errors will be corrected within a specific timeframe

Indemnification

You agree to indemnify and hold us harmless from any claims, damages, liabilities, and expenses (including reasonable attorney fees) arising from:

• Your use of the work product we create
• Your breach of these Terms
• Your violation of any law or third-party rights
• Content or data you provide to us

We agree to indemnify and hold you harmless from any claims that the custom work we create infringes a third party's intellectual property rights, provided you:

• Notify us promptly of the claim
• Give us control of the defense and settlement
• Reasonably cooperate with our defense

Dispute Resolution

Governing Law

These Terms are governed by the laws of the State of Wisconsin, without regard to conflict of law principles.

Jurisdiction

Any disputes arising from these Terms will be resolved in the state or federal courts located in Wisconsin. Both parties consent to the personal jurisdiction of these courts.

Attorney Fees

In any dispute related to payment or breach of these Terms, the prevailing party is entitled to recover reasonable attorney fees and costs.

Informal Resolution

Before initiating any legal action, the parties agree to attempt to resolve disputes through good faith negotiation for at least 30 days.

General Provisions

Data and Materials Upon Termination

Upon termination of these Terms:

• You retain all rights to custom work we've created for you (per Intellectual Property Ownership section)
• We will provide you with final copies of all code, documentation, and materials within 30 days
• After 90 days, we may delete our working copies of your materials but are not required to do so
• You are responsible for maintaining your own backups at all times, unless backups are covered under a separate managed hosting agreement with us

Entire Agreement

These Terms constitute the entire agreement between you and 521 Dimensions LLC (DBA Server Side Up) regarding our services and supersede all prior agreements and understandings.

Modifications

We may modify these Terms by posting updated Terms on our website and sending you written notice at least 30 days before the changes take effect. Continued use of our services after the effective date constitutes acceptance of the modified Terms.

For annual contracts, modifications will not apply until your next renewal period or unless both parties agree in writing.

Assignment

You may not assign or transfer your rights under these Terms without our written consent. We may assign these Terms to a successor or affiliate with notice to you.

If your company is acquired or undergoes a change of control, the acquiring entity assumes all obligations under these Terms (you cannot escape the contract by selling your company).

Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Waiver

Our failure to enforce any provision of these Terms does not waive our right to enforce it later. Any waiver must be in writing and signed by both parties.

Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions. If a force majeure event lasts more than 60 days, either party may terminate upon written notice.

Notices

All notices must be in writing and sent to:

521 Dimensions LLC (DBA Server Side Up): Email: [email protected]

Customer:
The email address associated with your Stripe account

Notices are effective when delivered via email or 3 business days after postal mailing.

Survival

The following sections survive termination of these Terms: Intellectual Property Ownership, Confidentiality, Limitation of Liability, Warranties and Disclaimers, Indemnification, Dispute Resolution, Marketing and Publicity Rights, and General Provisions.

Questions?

If you have questions about these Terms, please contact us at [email protected].

By subscribing to our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

521 Dimensions LLC DBA Server Side Up
[email protected]
https://serversideup.net