Imagi-Tech

Service Agreement Terms of Service

Service Terms

Effective Date:
Always available at: https://imagi-tech.com/terms-of-service

Article 1 – PURPOSE AND SCOPE

1.1 Purpose.

These Service Terms govern all services provided by Imagi-tech to Client through executed Work Agreements and apply to all work performed for Client unless otherwise covered by a Work Agreement or supplementary document expressly stating different terms. They are intended to ensure accountability and establish clear expectations for how Imagi-tech processes and fulfills all requests.

1.2 Definitions.

(a) “Deliverables” are tangible or actionable results produced for Client pursuant to the services described in these Service Terms and any Work Agreement or supplementary documentation as necessary.

(b) “Active Client” means any Client currently under contract, retainer, or otherwise engaged with Imagi-tech; Imagi-tech only performs work for Active Clients.

(c) “Work Agreement” refers to a signed, engagement-specific document that defines the deliverables for a particular engagement, and includes a snapshot of these Service Terms as of the date of that Work Agreement’s execution.

(d) “Supplementary Documentation” refers to any additional signed documents that may, in limited cases, define different terms for specific work, including but not limited to Work Agreements. These Service Terms are the default governing document for all Imagi-tech services unless expressly modified by a Work Agreement or other supplementary documentation.

1.3 Applicability of Terms.

These Service Terms govern the relationship between Imagi-tech and Client through the mechanism of executed Work Agreements. Each Work Agreement incorporates a snapshot of these Service Terms at the time of its execution, and those terms govern that Work Agreement for its full duration. Each engagement (including its deliverables and invoices) stands alone and is independent; obligations under one engagement do not affect, limit, or satisfy obligations under any other. If a Work Agreement or supplementary document applies to a particular engagement, its terms may override relevant portions of these Service Terms solely for that engagement.

Article 2 – SERVICES, RESPONSIBILITIES, AND DEPENDENCIES

2.1 Imagi-tech’s Services.

Imagi-tech shall perform all services with reasonable skill, diligence, and in accordance with applicable industry standards, including:

(a) providing qualified consultants, designers, developers, and testers appropriate to the Client’s needs;

(b) delivering all agreed deliverables using the tools and systems already invested in by the Client; and

(c) maintaining confidentiality of Client information as detailed in Article 4 — Confidentiality, Content, and Intellectual Property.

2.2 Client Responsibilities.

Client acknowledges and agrees that timely and successful completion of services depends on its cooperation. Client shall:

(a) designate a project leader to liaise with Imagi-tech;

(b) provide all required content, data, approvals, and system access prior to or at onboarding;

(c) ensure that all communications and information provided to Imagi-tech are honest and accurate; and

(d) provide feedback within agreed timelines and within the defined scope. Feedback outside of scope will be treated as a new request subject to additional charges.

2.3 Dependencies.

The following conditions are assumed and agreed by Client:

  • Client will supply all necessary and requisite access to any current systems needed for satisfactory deployment and implementation.
  • Client will provision access to any on-site facilities, self-hosted entities, or client-owned accounts. Client acknowledges Imagi-tech has no control over these and is not responsible for any issues or delays arising from Client’s own actions or decommissioning of access.
  • Client’s communications to Imagi-tech are honest and correct regarding needs, feedback, and direction, and all information provided is accurate.
  • Client has a clear understanding of the deliverables Imagi-tech is providing and agrees that successful delivery of those deliverables within the agreed timeline satisfies the applicable Work Agreement.
  • Client will promptly deliver feedback and provide any necessary information Imagi-tech requests, and will supply correct direction aligned to Client’s needs and desired project outcomes.
  • Imagi-tech is not responsible for features or functions for which Client has not supplied sufficient information.
  • Imagi-tech shall not be held responsible or liable for delays, deficiencies, or failures in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, severe weather, fire, flood, war, terrorism, labor disputes, governmental actions, pandemics, epidemics, or other “acts of God.”

2.4 Critical Success Factors.

The parties agree that the following are essential for successful project outcomes:

  • Honest and transparent communication between Imagi-tech and Client regarding needs and standards for satisfaction of work.
  • Agreement and commitment by both Imagi-tech and Client to the defined terms of satisfaction and the agreed-upon timeline.
  • A coordinated approach by both parties to minimize disruption to Client’s day-to-day business operations.

Article 3 – FEES AND PAYMENT

3.1 Default Payment Terms.

Unless otherwise stated in the invoice provided to Client, the following terms apply:

(a) Standard Project Engagements (Lump Sum): For one-time or fixed-scope projects, all payment terms are defined on a per-invoice basis. Each invoice specifies the payment schedule and requirements for that engagement. Regardless of interim payment structures, one hundred percent (100%) of the invoiced amount must be paid in full before final delivery of the associated deliverables. No deliverables will be released until full payment is received.

(b) Annual or Recurring Engagements: For engagements billed on a recurring basis (including, but not limited to, annual retainers, support agreements, or renewable service contracts), one hundred percent (100%) of the cost for the applicable billing term (e.g., the full annual fee, or the full amount for the contracted renewal term) is due in advance before work for that term will commence. If the engagement is structured for shorter billing cycles (e.g., monthly or quarterly), payment for each billing cycle is due in full before services for that cycle begin.

(c) Ad Hoc or Out-of-Scope Work: Any ad hoc requests or work outside the defined deliverables for a specific engagement are billed separately at $175/hour and invoiced on an as-incurred basis.

(d) Failure of Payment: If Client fails to make any required payment when due, then the entire contracted amount for the full term of the engagement becomes immediately due and payable in full before any work will recommence. Client acknowledges and agrees that no ownership rights, licenses, or use of deliverables or work product will transfer to Client until one hundred percent (100%) of the contracted payment has been received in full by Imagi-tech.

3.2 Independent Invoices and Engagements.

Each invoice corresponds only to the specific deliverables and engagement identified therein. Payment or completion of one invoice or set of deliverables does not affect, limit, or satisfy Client’s obligations under any other invoice, engagement, or contract with Imagi-tech.

3.3 Non-Completion for Non-Payment.

Work will not be deemed complete, and deliverables will not go live or be accessible until all outstanding invoices related to that specific engagement are paid.

3.4 Non-Refundable Fees.

Fees paid or due are non-refundable unless Imagi-tech materially breaches these Service Terms and fails to cure within thirty (30) days of written notice. Material breach for purposes of this section is as defined in Article 10 — Termination.

Article 4 – CONFIDENTIALITY, CONTENT, AND INTELLECTUAL PROPERTY

4.1 Confidentiality.

Both parties acknowledge that performance of services may require access to confidential information. Imagi-tech shall not disclose or use Client’s confidential information except as necessary to perform its obligations. Sensitive data from Client systems, communications, or devices will not be shared internally or externally without Client’s express permission.

4.2 Ownership of Content.

Client is the sole owner of all content generated by and provided by Client. Content provided by Client—whether via email, print, file transfer, or any other means—does not belong to Imagi-tech, and Imagi-tech will not appropriate such content except as outlined in these Service Terms. Client remains solely responsible for its content.

  • If Client violates any terms of these Service Terms, Client’s content may be preserved and used as evidence in a legal context as required by law.
  • Imagi-tech is not responsible for the accuracy, completeness, or suitability of content created on Client’s behalf. Client is solely responsible for reviewing, approving, and taking ownership of all such content prior to use.
  • Imagi-tech reserves the right to audit Client content to confirm compliance with these Service Terms.
  • Client agrees to indemnify and hold harmless Imagi-tech from all claims, damages, and costs (including reasonable attorney fees) arising out of or related to Client’s content, except where resulting from Imagi-tech’s gross negligence or intentional misconduct.

4.3 Intellectual Property and License.

Client retains ownership of all trademarks, service marks, logos, domain names, proprietary systems, and other Client-provided materials. Imagi-tech may generate new materials in connection with services; Client receives a license to use such work solely for its intended purpose.

Client acknowledges and agrees that no ownership rights, licenses, or use of deliverables or work product will transfer to Client until one hundred percent (100%) of all contracted payments have been received in full by Imagi-tech. Until such payment is made, all deliverables, work product, and related rights remain the sole property of Imagi-tech.

By engaging Imagi-tech, Client acknowledges and agrees:

  • Imagi-tech has the right to use Client’s name and logo to identify Client as an Imagi-tech client on websites, marketing materials, or public announcements. Imagi-tech will exercise reasonable discretion in such use, ensuring Client’s name and logo are not used in a manner that could reasonably be considered misleading, embarrassing, or otherwise damaging to Client’s reputation.
  • Imagi-tech reserves the right to append a credit line to work products completed for Client. Imagi-tech will exercise reasonable discretion in the placement of such credit, ensuring it is applied in a manner appropriate to the nature of the work product.
  • Imagi-tech retains the right to white-label or reuse generic components or elements of work product for marketing or other purposes.

Article 5 – DELIVERABLES AND FEEDBACK

5.1 Deliverables.

Deliverables are tangible and actionable results Imagi-tech is engaged to produce. Deliverables for any engagement are defined in the applicable Work Agreement and any associated supplementary documentation, including but not limited to project invoices. Completion of the deliverables defined for a specific engagement satisfies Imagi-tech’s obligations for that engagement, provided they are delivered as agreed.

5.2 Satisfaction Acknowledgment.

By agreeing to a Work Agreement, Client acknowledges and agrees that:

  • The applicable Work Agreement and these Service Terms are binding and govern that engagement.
  • Completion of deliverables as defined in the Work Agreement satisfies Imagi-tech’s obligations for that engagement.
  • Client has a clear understanding of the deliverables Imagi-tech is providing and will be satisfied with those deliverables if completed within the agreed timeline.

5.3 Feedback Criteria.

Client feedback requiring corrective action must:

  • occur before final sign-off for that engagement;
  • align with the defined deliverables;
  • not request features beyond scope;
  • be thoroughly and specifically communicated; and
  • not exceed the allotted project time for feedback as billed for.

Feedback outside these criteria will be treated as new work and billed accordingly.

Article 6 – GOVERNANCE AND CHANGE MANAGEMENT

6.1 Additional Work.

Further work beyond the defined deliverables of a given engagement may be obtained at any time by executing a new Work Agreement or supplementary agreement for the new work. All added work is treated as separate and independent from prior or existing engagements and does not impact completion criteria for any other engagement.

6.2 Support Outside Deliverables.

Support services or work outside the deliverables of a specific engagement are considered separate and do not alter the terms of that engagement. Such support is handled under Article 7 — Support Services or by separate agreement.

6.3 Changes to Scope.

Once deliverables for an engagement are agreed upon, they are fixed. Changes to scope require mutual written approval through a signed change order or other supplementary document.

6.4 Escalation and Dissatisfaction with Work.

  • In the event of conflict or dissatisfaction, Client should first raise the issue with the acting project manager.
  • If unresolved, the matter escalates to the project manager’s supervisor, and thereafter to the CEO of Imagi-tech.
  • Dissatisfaction with services will be treated as an escalation issue. If concerns remain after discussions and remedial actions, Client may escalate to the CEO at ceo@imagi-tech.com.

Article 7 – SUPPORT SERVICES

7.1 Scope of Support and Applicability.

The terms of this Article 7 apply only to Clients who have an active support contract or agreement with Imagi-tech. Without such a support contract, Imagi-tech has no obligation to provide support under these terms. Where Client has a separate support contract with terms that differ from this Article 7, the terms of that support contract take precedence over this Article 7 in all matters it addresses.

For Clients with an active support contract, Imagi-tech will establish and maintain an organization and process to provide support, including:

(i) diagnosis of problems or performance deficiencies of a service or deliverable; and (ii) resolution of such problems or deficiencies.

To open a support matter or ticket, Client must either email service@imagi-tech.com or call our office at (800) 314-1626 during business hours. Business hours are defined as 8:00 AM through 5:00 PM Eastern Standard Time, Monday through Friday, excluding holidays and weekends.

Voicemails or messages received outside of business hours will be addressed on the next business day. Imagi-tech provides support by telephone and through its email-based system during business hours as described above.

Imagi-tech will use its best efforts to cure reported and reproducible errors in the service or deliverable in accordance with the severity levels described below.

7.2 Severity Levels and Response Commitments.

Reported problems are categorized according to the severity of the business impact:

  • Severity 1 – Critical Business Impact: The reported issue renders Client unable to use the service or deliverable, or unable to reasonably continue business operations using the service or deliverable. Imagi-tech will commence work on resolving the deficiency within one (1) hour of proper notification and will engage staff during business hours until an acceptable resolution is achieved.
  • Severity 2 – Significant Business Impact: Important features are not working properly and no acceptable alternative solutions exist. While other areas are not impacted, the issue has created a significant negative effect on Client productivity or service level. Imagi-tech will commence work within two (2) hours of proper notification and will engage staff during business hours until an acceptable resolution is achieved.
  • Severity 3 – Some Business Impact: Important features are unavailable, but an alternative solution is available; or non-essential features are unavailable with no alternative. The issue causes minimal loss of operational functionality or implementation resources. Imagi-tech will commence work within one (1) business day of notification and will engage staff during business hours until an acceptable resolution is achieved.
  • Severity 4 – Minimal Business Impact: Client submits a request for information, an enhancement request, or documentation clarification that has no operational impact. The implementation or use of the service by Client continues with no negative effect on productivity. Imagi-tech will provide an initial response within one (1) business week.

7.3 Client Responsibility for Severity Identification.

Client is solely responsible for honestly and accurately identifying the severity level of any support request at the time of submission. Client agrees to provide sufficient information and context so that Imagi-tech can properly evaluate the criticality of the request. Misrepresentation, omission of critical facts, or failure to communicate the true business impact may delay appropriate prioritization and resolution. Imagi-tech will not be held responsible for any negative business impact or losses incurred due to Client’s failure to properly identify the criticality of the issue or provide sufficient clarity.

7.4 Impact of Miscommunication.

Client understands and agrees that miscommunication or inaccurate reporting of severity level can result in longer response or resolution times than Client may expect. Imagi-tech’s commitments are based on proper severity categorization. Any delays caused by misreported or unclear severity levels are solely the responsibility of the Client.

Article 8 – LIMITATION OF LIABILITY AND INDEMNITY

8.1 Limitation of Liability.

Client will not hold Imagi-tech liable or responsible for Client’s content or materials in any way. In addition to indemnity obligations set forth elsewhere in these Service Terms, Client agrees to indemnify and defend Imagi-tech from any and all claims of any kind brought by any person or entity with respect to Client’s content or materials, including reasonable attorney’s fees and costs, except where any claim proximately results from Imagi-tech’s sole gross negligence or intentional misconduct.

In no event shall either party be liable under, or otherwise in connection with, these Service Terms for:

(i) any indirect, exemplary, special, consequential, incidental, or punitive damages; (ii) any loss of profits, costs, or anticipated savings; (iii) any loss of, or damage to, data, use, business, reputation, revenue, or goodwill; and/or (iv) the failure of security measures and protections, whether in contract, tort, or any other theory of liability, and whether or not such party has been advised of the possibility of such damages in advance, and even if a remedy fails of its essential purpose.

Article 9 – TERM

These Service Terms take effect upon execution of a Work Agreement and govern that Work Agreement for its full duration. Upon completion or termination of a Work Agreement, these Service Terms cease to apply to that engagement except as otherwise stated in Article 16 — Survival. Each Work Agreement is governed solely by the snapshot of these Service Terms attached at the time of its execution and is independent of any other Work Agreement or engagement.

Article 10 – TERMINATION

Either party may terminate a Work Agreement for material breach or non-payment with thirty (30) days’ written notice and failure to cure. Material breach includes but is not limited to non-payment, failure to perform material obligations under the applicable Work Agreement, or violation of any provision of these Service Terms. Imagi-tech may immediately suspend services upon non-payment without prior notice. Termination of one Work Agreement does not affect any other active Work Agreements between the parties. Upon termination or completion of all active Work Agreements, Client ceases to be an Active Client and Imagi-tech has no further obligation to perform services unless a new Work Agreement is executed.

Article 11 – GOVERNING LAW AND VENUE

These Service Terms and performance hereunder shall be governed by the laws of the State of Ohio. Venue shall be in Washington County, Ohio.

Article 12 – PREVAILING PARTY ATTORNEYS’ FEES

The prevailing party in any action related to these Service Terms shall have the right to recover its reasonable expenses, including attorney’s fees.

Article 13 – ACKNOWLEDGMENT AND ENTIRE AGREEMENT

Each party acknowledges it has read and understands these Service Terms and agrees to be bound by its terms. These Service Terms are agreed to exclusively in the context of an executed Work Agreement; there is no standalone execution of these Service Terms. The version of these Service Terms attached to a given Work Agreement as a snapshot at the time of that Work Agreement’s execution governs that Work Agreement for its full duration. Imagi-tech reserves the right to update these Service Terms at any time without prior notice. Updated Service Terms apply only to Work Agreements executed after the date of such updates and do not retroactively alter the terms governing any existing Work Agreement. Client is responsible for staying informed of any updates to the current live Service Terms at https://imagi-tech.com/terms-of-service and for reading any updated snapshot attached to each new Work Agreement prior to execution.

Article 14 – CLIENT RECORDS

Imagi-tech will collect and retain information on Client’s company and designated contacts to better serve Client’s needs and for operational and recordkeeping purposes. This information is retained in accordance with Article 4 — Confidentiality, Content, and Intellectual Property. Client may update contact information or designated points of contact at any time by providing written notice to the Imagi-tech team at service@imagi-tech.com. A contact consists, at minimum, of a name, valid phone number, and valid email address.

Article 15 – GENERAL PROVISIONS

(a) Force Majeure. Times by which Imagi-tech will perform under these Service Terms shall be postponed automatically to the extent that we are prevented from meeting them by causes beyond our reasonable control.

(b) Severability. If any provision of these Service Terms is invalid under any applicable statute or rule of law, it is deemed omitted to that extent without affecting the validity of the remaining provisions.

(c) Assignment. Client may not assign or sublicense its rights, duties, or obligations under these Service Terms without Imagi-tech’s prior written consent. A sale of substantially all of Client’s assets to a third party or transfer of more than 50% of voting stock to a third party shall not constitute an assignment under this clause. Imagi-tech may assign its rights and obligations under these Service Terms in the event of a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations under these Service Terms in full.

Article 16 – SURVIVAL

The following provisions survive the termination or expiration of any Work Agreement and the termination of the client relationship, remaining in full force and effect indefinitely unless otherwise agreed in writing by both parties: