Statement of Work – Migration
Overview. Unless a new design is specified in the proposal, Developers will migrate the Client’s website in the form of its original menu structure, page content, and special features as accurately as possible. Styles and aesthetics such as color, texture, and typeface will be copied along with a close representation of the header and footer of the original website. The menu functionality may change slightly on mobile versions, but will work correctly on mobile devices.
Change Request. A “Change Request” is any request for work outside the scope of the Statement of Work. If such a request is made, the Developer will notify the Client and proceed only if the Client agrees to be invoiced hourly for the additional work at a rate of $75 per hour. Developer will supply a time estimate and hourly rates must be agreed upon before proceeding. The Developer may also extend its delivery schedule.
If the Change Request alters the scope of the project by more than 20%, the Developer may submit a new proposal to the Client.
Invoice. The Developer will invoice the Client according to the Statement of Work. Client shall pay all invoices within 15 days of receipt.
Taxes. Client is responsible for paying all applicable taxes, including sales, use and value added taxes.
Late Payment. Overdue balances may be charged a monthly service fee of 1.5% (or the greatest amount allowed by law).
- In the event of unforeseen technical variables and/or Client’s failure to perform, Client may request ProGo to take measures to circumvent, solve, and/or investigate such event, and Client agrees ProGo has no obligation to perform such additional services. Nothing in this Section shall be deemed to require ProGo to perform Client’s responsibilities and/or obligations.
- Should ProGo, in its sole discretion, agree to perform additional services, Client will be charged and is required to pay Additional Fees. Additional services include but are not limited to:
- Repeated attempts to establish login and/or access to Source Servers, applications, databases, control panels, and/or web/data services;
- Providing consultation;
- Programming, optimization, performance tuning and/or troubleshooting tasks initiated by Client;
- Correspondence with third party service providers, affiliates, and/or any other parties on Client’s behalf;
- Providing instructions and/or guidance to Client for testing and/or specific migration procedures;
- Reconfiguration and/or restoration services; and
- Any/all similar activities of a support nature
- Client understands and agrees that the base rate for Additional Fees is $75/hour.
Timeframe. The Developer will use commercially reasonable efforts to perform the Services within the schedule outlined in the Statement of Work. Developer’s delivery time frame depends upon the Client’s prompt response to any questions or requests for Client materials, login credentials, etc. Client must respond to Developer inquiries within a maximum of 3 business days, preferably same day, in order for initial deadlines to be met. In cases of late response, the Developer is allowed as many days as the tardiness in response from the Client to complete the project.
ProGo’s Migration Project Responsibilities
ProGo shall perform the following Services and tasks:
- Request, obtain, and verify Source Server access details and logins, according to Migration Assessment Plan specifications;
- Set up Destination Server;
- Oversee and administer Migration Project;
- Remotely access Source Server, perform a copy and/or backup process of Migrated Data specified in Migration Project Scope and transfer to Destination Server;
- Set up and reconfigure Migrated Data, according to Migration Project Scope, and restore on Destination Server;
- Perform cursory initial review of Migrated Data;
- Provide Client the opportunity to thoroughly test and verify operating functionality of Migrated Data;
- If necessary, provide additional technical services (i.e. troubleshooting, development/programming, revisions, special configurations, etc.) in order to restore all pre-migration functionality on Destination Server. If additional technical services are required, Client acknowledges and accepts that Client will incur additional time and service fees (‘Additional Fees’);
- Schedule and perform final source-to-destination server transition (i.e. the ‘go-live event,’ which is completed by pointing DNS to Destination Server);
Services will not allow for continuous access to Migrated Data during the Migration Project. Downtime for both the Source Server and the Destination Server during the Migration Project should be expected.
- Represent and warrant that (1) Client’s website(s) fully complies with any and all applicable laws, including without limitation regulations on advertising (including electronic and online advertising), telecommunications, data protection, protection of consumer and user rights, and/or privacy; (2) Client is entitled to use and publish all Migrated Data and that such use and/or publication does not infringe any rights of third parties, including without limitation industrial and intellectual property rights; (3)Client is solely responsible for all Migrated Data content, regardless of format. Client shall hold harmless and indemnify ProGo, its directors, employees, agents and/or representatives from any and all indirect and/or direct damages, losses and/or penalties of any type, including but not limited to legal costs, resulting from the breach of the above representations, warranties, and/or any applicable laws by Client and/or third parties;
- Promptly provide ProGo with Source Server access details and other logins;
Cooperate and provide reasonable assistance during Migration Project and/or as reasonably requested by ProGo;
- Designate a point of contact (‘POC’) for receipt of any and all of ProGo’s operational communications regarding Migration Project and transmission of Client’s Migration Project decisions, information, approvals, and/or acceptance; provide prior written notice of any POC change, and to use commercially reasonable efforts to minimize any such change;
- Make copy and/or backup of all Migrated Data specified in Migration Project Scope and any other data/services(s)/website(s) or the like residing on the Source Server;
- Coordinate with Source Server hosting and/or service provider(s) to ensure there are no remote access barriers to Source Server
- Inform ProGo in advance if Client has any external email services or application services outside the purview/access of the Source Server environment, which are programmatically dependent on Migrated Data and/or any Client folder(s), application(s), or service(s) which are not a part of Migrated Data and/or any special configurations that are not specified in Migration Project Scope;
- Refrain from making change(s) and/or revision(s) to your site graphics and content during the Migration, changes made to your site will not be reflected in the Migrated site IF they occur AFTER the migration has begun.
- Promptly and thoroughly test every function of Migrated Data;
- Report any and all errors to ProGo discovered during testing, including instructions to demonstrate how the error can be reproduced and, if applicable, visual examples (i.e. screenshots) of such;
- Understand and acknowledge that should Client fail to promptly/thoroughly complete migration testing responsibilities, a complete re-migration may be required, for which Client will have to pay Additional Fees;
- Understand and accept that Additional Fees may apply if Client requires ProGo to resolve testing errors;
- Keep all Migrated Data active and accessible on Source Server for the entire duration of Migration Project and for no less than ten (10) business days following completion of the go live event;
- Understand and accept that ProGo cannot estimate and/or control Source Server hosting and/or service provider(s) throttling, network latency times, and/or DNS propagation times;
- Understand and accept that, should Source Server become unavailable or inaccessible within ten (10) business days following the go live event, any Additional Fees incurred during post-migration support shall increase from the base rate set forth herein.
- Understand and accept that ProGo’s responsibilities and obligations as set forth herein are dependent upon, among other things, the accuracy, assumptions, and representations made by Client, the timeliness of Client’s decisions, and the timeliness of Client’s performance of Client’s responsibilities and obligations.
ProGo’s non-performance shall be excused if such non-performance stems from Client’s failure to perform Client’s responsibilities and/or obligations, both express and implied, as set forth herein. Client agrees and acknowledges that in the event of Client’s failure to perform, ProGo has NO DUTY to incur additional costs (including but not limited to labor and software/hardware costs) in performing its obligations under the Agreement or investigate Client’s failure to perform. Should Client fail to perform, Client agrees to pay ProGo the estimated cost set forth in the Order and acknowledges and agrees that this is fair and reasonable.
Limitation of Liability
The services and the work product of the Developer are sold “as is.” In no event shall Developer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Developer, even if Developer has been advised of the possibility of such damages.
ProGo does not guarantee that the information you provide is accurate and the work we do will be error free. Therefore we cannot be held accountable and you agree to indemnify us for any third party claims for damages. You agree to indemnify, defend and hold ProGo and its assignees, agents, officers and employees harmless from and against any claims, suits, proceedings, costs, liabilities, expenses (including court costs and reasonable legal fees), or damages (Claims) to real or tangible personal property and/or bodily injury to persons, including death, resulting from your site or its contents.