Terms of Service

Effective Date: 01/20/20
Updated: 01/25/24

These Terms of Service govern all services provided by Ask the Egghead, Inc., including but not limited to website hosting, web and software development, design, programming, SEO, consulting, maintenance, and related digital services. By engaging Ask the Egghead, Inc., executing an agreement, accepting a proposal, authorizing work, or submitting payment, the client agrees to be bound by these Terms of Service.

1. Scope of Services

Ask the Egghead, Inc. provides professional digital services as defined in proposals, statements of work, invoices, or written agreements. Specific deliverables, pricing, timelines, and service details are governed by those documents, which supplement these Terms of Service.

In the event of a conflict, these Terms of Service govern unless expressly stated otherwise in writing.

2. Client Responsibilities

Clients agree to provide timely access, content, materials, credentials, approvals, and feedback necessary to perform services. Clients are responsible for ensuring that all materials provided are lawful and properly licensed.

Failure to meet these obligations may result in delays, additional fees, suspension of services, or termination.

3. Billing, Fees, and Payment Obligations

Invoices are due according to the payment terms stated in the applicable agreement or invoice.

Billing is based on time reserved, resources allocated, staffing scheduled, and infrastructure provisioned on behalf of the client, in addition to work actively performed.

Fees continue to accrue and remain payable regardless of service disruption, delay, pause, or suspension, including but not limited to interruptions caused by client inaction, lack of approvals, unresponsiveness, scheduling conflicts, nonpayment, enforcement actions, or any suspension of services exercised by Ask the Egghead, Inc. under these Terms of Service.

The maintenance of files, data, hosted environments, project assets, system access, and reserved production capacity remains billable unless otherwise agreed in writing.

Payment obligations are not contingent upon service availability, active work delivery, or project completion.

4. Late Fees, Nonpayment, and Cross Service Suspension

Any invoice not paid within five (5) calendar days of the due date will automatically incur a late fee equal to ten percent (10%) of the outstanding invoice balance.

Late fees are assessed per invoice and are immediately due.

If an invoice remains unpaid, Ask the Egghead, Inc. may, without further notice:

  • Suspend or terminate services
  • Deactivate hosted websites, applications, or systems, including disabling public access to hosted environments while preserving all client data and files
  • Withhold deliverables, credentials, or administrative access
  • Pursue collection of outstanding balances

Clients are responsible for all reasonable costs of collection, including legal and administrative fees, to the fullest extent permitted by law.

Ask the Egghead, Inc. may, but is not obligated to, provide written notice of default prior to exercising any remedy under this Section.

Client acknowledges that all services provided by Ask the Egghead, Inc. are part of a unified commercial relationship. In the event any invoice becomes past due, Ask the Egghead, Inc. reserves the right to suspend any or all services provided to Client, whether or not such services are directly related to the past due invoice, until all outstanding balances are paid in full. Suspension of services under this provision shall not constitute a breach of contract and shall not relieve Client of its obligation to pay all amounts due.

5. Suspension of Support and Meetings for Past-Due Accounts

Clients with past-due accounts are not entitled to support services of any kind.

This includes, without limitation, phone support, email support, text messages, advisory services, maintenance, troubleshooting, emergency support, and any live or real-time interactions, including scheduled or requested meetings, calls, screen shares, or video conferences.

Previously scheduled meetings may be canceled without notice when an account becomes past due.

Support and meetings will remain suspended until the account is current in full, including payment of all outstanding balances and applicable late fees.

6. Contract Term and Cancellation Notice

All service agreements and contracts require a minimum of sixty (60) days’ written notice for cancellation by the client.

The cancellation notice period does not relieve the client of payment obligations during that period. All fees remain due and payable throughout the notice window.

Failure to provide the required notice constitutes a breach of contract, and Ask the Egghead, Inc. reserves the right to invoice for the full value of the notice period.

7. Project Delays, Extraordinary Delays, and Abandonment

Project schedules and pricing are based on continuous progress and timely client participation.

If a project is inactive for more than thirty (30) consecutive days due to client inaction, lack of approvals, or unresponsiveness, the delay shall be deemed an extraordinary delay.

In the event of an extraordinary delay:

  • All work completed to date is deemed accepted
  • The remaining project balance may become immediately due and payable
  • Resumption of work requires re-scheduling based on availability
  • Additional fees above the original proposal may be required

Any project that remains inactive for more than sixty (60) consecutive days due to client inaction shall be deemed abandoned and automatically cancelled.

Upon abandonment:

  • The project is terminated for cause
  • All payments made are forfeited
  • Any remaining and final balances become immediately due and payable
  • Ask the Egghead, Inc. has no obligation to resume or complete the project
  • Any restart requires a new agreement, new pricing, and written approval

Abandonment does not relieve the client of any payment obligations incurred prior to cancellation.

8. Hosting Services

Hosting services are provided on a managed basis and may rely on third-party infrastructure providers.

While reasonable efforts are made to maintain uptime and security, uninterrupted service is not guaranteed. Ask the Egghead, Inc. is not responsible for outages caused by third-party providers, force majeure events, or client actions.

Unless otherwise stated in writing, clients are responsible for licensing, maintenance, and updates of paid plugins, third-party software, or external services.

All hosting and infrastructure services are subject to the payment, nonpayment, and suspension provisions set forth in Section 4.

9. Acceptable Use and Security

Clients agree not to use hosted services for unlawful activity, malicious code distribution, spamming, or actions that compromise system security or stability.

Ask the Egghead, Inc. reserves the right to suspend services that pose legal, security, or operational risk.

10. Intellectual Property

All work produced by Ask the Egghead, Inc. remains its property until payment is received in full.

Upon full payment, ownership or license rights transfer as specified in the applicable agreement. Ask the Egghead, Inc. retains ownership of underlying systems, frameworks, code, themes, plugins, and proprietary tools.

Ask the Egghead, Inc. may display completed work in portfolios, case studies, and marketing materials unless otherwise agreed in writing.

11. Limitation of Liability

To the fullest extent permitted by law, Ask the Egghead, Inc. shall not be liable for indirect, incidental, consequential, or special damages, including loss of data, revenue, or business interruption.

Total liability shall not exceed the amount paid by the client to Ask the Egghead, Inc. in the six (6) months preceding the claim.

12. Governing Law and Jurisdiction

These Terms of Service are governed by and construed in accordance with the laws of the District of Columbia, without regard to conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located within the District of Columbia.

13. Modifications

Ask the Egghead, Inc. reserves the right to update or modify these Terms of Service at any time. Material changes will be posted on the website. Continued use of services constitutes acceptance of the revised terms.

14. Severability

If any provision of these Terms of Service is found unlawful or unenforceable, the remaining provisions shall remain valid and enforceable.