Terms, Definitions, Policies & Procedures
Effective Date: 01/01/2024
Governing Law & Venue: State of North Carolina; courts of Wake County, NC
This document outlines the standard terms, definitions, procedures, and policies related to services provided by Underdog Solutions, LLC (“Underdog Solutions,” “we,” “us”) to the client (“Client,” “you”). Unless a separate written agreement signed by both parties states otherwise, these terms apply to all projects and services.
1) Agreement Provisions
1.1 Project Timeframe & Mutual Cooperation
We will use best efforts and professional diligence to complete projects on time. Timely completion requires mutual cooperation. Client will provide requested payments, content, assets, logins, approvals, and feedback per the agreed timeline. Failure to respond after multiple requests or to meet milestones may constitute Abandonment (see §4.2).
1.2 Payment Terms
Initial Fees. Fees in the proposal/SOW are due per the stated schedule.
Additional Work. Unscoped requests are billed at $125/hour (unless otherwise agreed).
Completion/Go-Live. Any remaining balance is due before training, file transfer, admin access, or go-live.
1.3 Client Deliverables & Access
Client agrees to: (a) collaborate in good faith, (b) provide timely feedback/approvals, (c) deliver content/assets (copy, images, logos, brand files, specs), (d) grant necessary access (hosting/CMS/server/db, analytics, ad platforms). Client will sign acceptance documents for milestone/completion releases prior to training/admin access/launch. Client authorizes a discreet developer credit/backlink in the global footer for at least one (1) year from go-live (removable on written request).
2) Termination
2.1 Termination for Default
Either party may terminate for material breach not cured within 30 days after written notice. Acts/omissions of a party’s contractors/employees are deemed acts of that party.
2.2 Termination for Abandonment
We may terminate immediately if Client fails to respond to multiple requests for materials/approvals or misses timeline obligations post-kickoff.
2.3 Non-Renewal of Term Agreements
Either party may elect not to renew by giving 30 days’ written notice before the renewal date.
2.4 Effect of Termination; Account Settlement
Upon termination and final account settlement, and upon Client’s execution of Underdog’s Acceptance/Release and/or Termination documents, we will deliver Client’s data and materials reasonably necessary for transition.
Final settlement means:
If amounts are owed, we invoice; upon payment in full, the account is settled.
If Client prepaid above earned fees, we refund the difference; the account is settled.
Upon request, we provide reasonable transition assistance on a time-and-materials basis.
3) Development Phases – Definitions
Pre-Alpha: Design/dev in progress; not feature-complete; internal use only.
Alpha: Client-approved design; core features sufficient for internal testing; theming/core tests begin.
Beta: ~90% feature-complete; external testing (Client/designated users); may include known limitations/bugs.
Release Candidate: Feature-frozen; only critical bug fixes.
Gold (Final): Ready for release; no blocking defects known; minor issues triaged.
4) Policies & Procedures
4.1 Third-Party Collaboration & Access
If Client engages third parties to collaborate with Underdog or to access Underdog-managed systems (hosting, repos, CMS, etc.), Client:
Holds such parties to the same obligations as Client;
Ensures execution of Underdog’s required agreements (NDA, Waiver, Acceptance & Release of Liability) before access;
Assumes responsibility for third-party actions.
We may refuse or delay access until required documents are signed.
4.2 Abandonment & Change Requests
Fixed-price scopes do not include major redesign/new functionality beyond the agreed specs. Examples that trigger additional fees:
Re-theming/new layout structures after approval;
Logo redesign/major brand changes;
Replacing >25% of page copy after approval;
New navigation architecture/major functionality changes.
We will submit a Change Order for Client approval prior to work.
4.3 Acceptance & Launch
Upon completion (or milestones), we notify Client and request written Acceptance. After full payment and acceptance, we launch (if hosted with us) or deliver files/admin access. If not hosted by us, we provide standard setup guidance; Client is responsible for server configuration and testing. We can assist at prevailing hourly rates.
Admin Access is granted upon written acceptance and release of liability acknowledging that subsequent admin actions by Client/third parties may affect stability.
4.4 Ownership
Upon final payment, Client owns the deliverables specified in the Agreement/SOW (excluding Underdog pre-existing IP, frameworks, libraries, or open-source components used under their licenses).
5) Billing & Services
5.1 Standard Rates & Premiums
Standard T&M: $125/hour (unless otherwise agreed).
Client-mandated on-site/alternate-site work: up to 1.5× rate unless pre-agreed otherwise.
Rush start (within 24 hours): 2.0× rate for hours performed.
5.2 Service Agreements (SA Hours)
Blocks of 100 hours at $125/hour ($12,500). Hours are consumed via Service Orders (ticketing/Basecamp/Jira). We typically start within 2–5 business days of request, workload permitting. Rush: see §5.1.
5.3 Discounted Prepaid Blocks
At our discretion, larger prepaid blocks may be offered at 10–40% discounts. Prepaid blocks are final and non-refundable.
6) Hosting (If Provided by Underdog Solutions)
Annual prepayment only; no monthly/50-50 terms.
Renewals due by the renewal date on the original invoice. 3 days late → $100 late fee; 5 days late → suspension.
Hosting may be suspended/terminated for non-payment of any Underdog invoice.
Reconnect fee: $250 minimum plus past-due balances.
Client is responsible for timely payments regardless of invoice reminders.
We may remove web pages from public view until paid in full.
7) Credits, Refunds, & Guarantees
Except where expressly stated (e.g., limited hosting performance guarantee), all payments are final and non-refundable.
Optional “200% Money-Back Guarantee” is available only if explicitly purchased and listed in the Agreement.
8) Disputes & Chargebacks
Credit card acceptance is a courtesy. If Client initiates a chargeback:
Client owes liquidated damages equal to 200% of the invoiced amount plus actual damages and fees (including attorneys’ fees).
A chargeback constitutes a material breach.
Governing Law & Venue: North Carolina; Wake County, NC.
9) Intellectual Property & Content Warranty
Client represents and warrants that all materials furnished to Underdog are owned or properly licensed. Client will defend, indemnify, and hold harmless Underdog, its officers, employees, and contractors from claims arising from Client-provided materials.
Underdog warrants that Services we provide will not knowingly infringe third-party IP rights. We will defend and indemnify Client from such claims to the extent arising from Underdog’s deliverables (excluding Client materials or third-party components used under license).
10) Limitation of Liability
To the fullest extent permitted by North Carolina law, neither party is liable to the other for exemplary, incidental, indirect, special, or consequential damages, including lost profits/savings/third-party claims, even if advised of the possibility. Our total liability shall not exceed the fees paid by Client for the specific services giving rise to the claim.
11) Scheduling & Resource Planning
We plan resources weekly. Unplanned, immediate requests may require up to one (1) additional week to schedule the proper team.
12) Policy Changes; Entire Agreement; Severability
We may update these Policies & Procedures from time to time. The then-current version applies to new engagements and renewals. If any provision is held invalid, it will be read down or severed as necessary; the remainder remains in force unless such change materially alters the Agreement’s essence.
13) Notices
Underdog Solutions, LLC
421 Fayetteville Street, Suite 1100
Raleigh, NC 27601
Email: legal@underdogsolutions.com
North Carolina Data Breach & Security Incident Notice (N.C. Gen. Stat. § 75-65)
Scope. Applies to “personal information” of NC residents, including: name plus SSN; driver’s license/state ID; financial account/credit/debit card with codes; or email address with password/security Q&A enabling account access.
Duty to Investigate & Notify. If we discover or receive notice of a security breach involving NC residents’ personal information, we will:
Investigate promptly and determine likelihood of misuse.
Provide notice without unreasonable delay (consistent with law enforcement needs and measures necessary to determine scope and restore system integrity).
If >1,000 consumers are notified at one time, we will notify the nationwide consumer reporting agencies (Equifax, Experian, TransUnion) of timing, distribution, and content of the notices.
Notify the NC Department of Justice, Consumer Protection Division when required by law.
Notices will include: incident description (general), types of info involved, protective steps the individual can take, our contact methods, and information on credit reports/monitoring and fraud alerts.
We maintain incident logs and remediation records.
Sub-processors/Service Providers. Vendors must notify us without unreasonable delay of any suspected/confirmed breach affecting Client data.
Information Security. We implement reasonable and appropriate administrative, technical, and physical safeguards designed to protect personal information.
GDPR/CCPA/CPRA Privacy Addendum
Roles. Depending on the engagement, Underdog may act as Processor/Service Provider (processing on Client’s behalf) or Controller/Business (own marketing or website). We will execute a Data Processing Addendum (DPA) on request.
Lawful Basis (GDPR). For controller activities, we rely on consent, contract necessity, or legitimate interests (e.g., service analytics, site security).
Consumer Rights.
GDPR (EU/UK): Access, Rectification, Erasure, Restriction, Portability, Objection.
CCPA/CPRA (California): Know/Access, Correct, Delete, Opt-Out of Sale/Sharing, Limit Use of Sensitive PI, Non-Discrimination.
Timelines. We respond to verified requests within one month (GDPR) and 45 days (CCPA/CPRA), extendable as allowed by law.
Sale/Share of Personal Information. Underdog does not sell personal information and will not share for cross-context behavioral advertising when acting as a Service Provider/Processor.
Sub-processors. We maintain a list of sub-processors and require appropriate data-protection commitments.
International Transfers. Where applicable, transfers rely on appropriate safeguards (e.g., SCCs, IDTA).
Contact for Rights Requests. legal@underdogsolutions.com
Service-Level Addendum (SLA) – Hosting & Maintenance (If Purchased)
Uptime Target: 99.9% monthly (excluding scheduled maintenance, force majeure, Client/third-party changes, or upstream provider outages).
Monitoring: 24/7 synthetic checks (if included in plan) with alerting to our on-call team.
Incident Priorities & Response Targets
P1 – Critical Outage (site down/checkout down): response within 1 hour, work continuously until mitigated.
P2 – Major Degradation (core feature impaired): response within 4 business hours.
P3 – Minor Issue/Request: response within 1 business day.
Maintenance Windows: Weekly standard window (e.g., Sun 12–4 a.m. ET) plus emergency maintenance as needed.
Backups: Daily off-site backups; RPO ≤ 24 hours; RTO targeted ≤ 8 hours (best-effort, dependent on stack/hosting).
Exclusions: Custom code changes by Client/third parties, unsupported plugins/apps/themes, exceeding resource quotas, DDoS, upstream/CDN/ISP failures, and any non-Underdog environments.
Accessibility Statement (WCAG Commitment)
Underdog Solutions is committed to building and maintaining websites that strive to conform to WCAG 2.2 Level AA. Our accessibility practices include semantic markup, color-contrast checks, keyboard navigability, alt text, and periodic audits.
Feedback & Support: If you encounter accessibility barriers, contact accessibility@underdogsolutions.com or legal@underdogsolutions.com. We will acknowledge requests within 5 business days and work toward a timely resolution.