Last Updated: September 13, 2024
Midday (a subsidiary of Anyday Inc.) and its subsidiaries, (collectively, “Midday” or “We” or “Us” or “Our”) provide www.itsmidday.com, as well as other websites that We operate and that link to these Terms of Use (collectively and individually, “Websites”) to you subject to these Terms of Use (“Terms”). By accessing and using the Websites, you accept and agree to be bound by these Terms and by Midday’s Privacy Policy found here.
If you do not agree to these Terms, you may not access or use the Websites. In addition, when accessing the Websites you shall be subject to any posted guidelines or rules applicable to the Websites, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms.
Should there be any conflict between these Terms and any statement of work, master service agreement, or any other service agreement concluded with Midday (“Service Agreement”), the Service Agreement shall prevail.
1. Modification of Terms
These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time. Such modifications, additions, or deletions (“Modifications”) will be effective immediately upon posting. Your use of the Websites after such posting shall be deemed to constitute your acceptance of such Modifications.
2. Scope of Services
Midday offers services in Digital Design and Web Development, which include, but are not limited to, front-end development, back-end development, content management systems (CMS) management, API integrations, performance optimization, accessibility improvements, and security enhancements. The scope of each project may vary based on specific requirements agreed upon in writing through a Statement of Work (SOW) or similar agreements.
For typical project scopes and timelines, see the descriptions provided on our Websites, or refer to your service agreement or project brief.
3. Non-Disclosure and Confidentiality
Both Midday and the Client agree to maintain the confidentiality of any proprietary or confidential information exchanged during the course of the project (“Confidential Information”). This includes, but is not limited to, business plans, code, technical processes, client data, financial information, or other sensitive material disclosed by either party.
- Mutual Non-Disclosure: Both parties agree not to disclose Confidential Information to any third party, except as required to perform the services outlined in the Service Agreement, or as required by law.
- Return of Confidential Information: Upon termination of the agreement, both parties agree to return or destroy any Confidential Information in their possession unless retention is legally required.
4. Payment and Fees
The Client agrees to pay for the services provided by Midday in accordance with the pricing agreed upon in the relevant Service Agreement or Statement of Work (SOW).
- Payment Terms: Invoices will be issued ahead of work schedule or upon completion of agreed-upon milestones or as outlined in the payment schedule. Payments are due within the terms specified in the invoice (typically 30 days).
- Work Completion: Work is considered complete once it has been delivered to the client and either approved, or not contested within 14 days. Once completed, all work must be paid for in full according to the agreed-upon terms, regardless of subsequent project or contract changes.
- Late Payments: Any payments not made within the specified payment period may incur a late fee of 1.5% per month of the unpaid balance or the maximum allowable by law, whichever is less.
- Disputes: Any disputes regarding invoices or payments must be raised in writing within 7 days of receipt of the invoice.
5. Free Trials and Pilot Programs
Midday may offer Free Trials or Pilot Programs to potential clients to showcase our services. The following terms apply:
- Trial Scope: The Free Trial or Pilot Program will cover a limited scope of work as defined at the start of the trial. Any additional requests outside of the predefined scope during the trial will be chargeable.
- No Obligation: While Free Trials do not require payment for the agreed trial scope, any work that is requested beyond the scope or timeframe will be subject to our standard service fees.
- Time Limits: During the trial period, time worked is limited as follows (unless otherwise agreed upon):
- Maintain Plan: up to 10 hours
- Grow Plan: up to 15 hours
- Scale Plan: up to 25 hours
- Deduction from First Month: Any hours used during the trial period will be deducted from the first month of paid service. For example, if the trial period runs from January 1 to January 21 and the paid period starts January 21, the initial monthly hours will be adjusted accordingly. For the Maintain Plan, up to 10 trial hours would be subtracted, leaving 10 hours from January 21 to February 21.
- No Obligation: Free Trials do not require payment for the agreed trial scope, but any work requested beyond the scope or timeframe will be subject to standard service fees.
- Trial Feedback: Clients are expected to provide feedback and review during the Free Trial or Pilot Program to ensure timely progress.
- Conversion to Paid Services: After the trial period ends, any further services will be governed by a Service Agreement or SOW, at standard rates.
6. Cancellation and Termination
Both parties may terminate the service agreement under the following conditions:
- Client-Initiated Termination: The Client may terminate the agreement at any time with written notice. However, the Client remains responsible for any fees incurred for services provided up to the termination date.
- Midday-Initiated Termination: Midday reserves the right to terminate services if the Client breaches any of these Terms or fails to make payments as agreed. In such cases, Midday will provide written notice before terminating services.
- Effect of Termination: Upon termination, both parties must return any Confidential Information, and any outstanding payments for completed work will remain due. Midday will deliver all completed work up to the termination date.
7. Liability
Midday provides its services on an “as-is” basis and makes no warranties or representations about the accuracy or completeness of the work, other than those expressly provided for in the Service Agreement.
- Limitation of Liability: Midday will not be held liable for any indirect, incidental, or consequential damages resulting from the use of services, including, but not limited to, loss of revenue or business interruption.
- Cap on Liability: In no event will Midday’s liability exceed the total fees paid by the Client for the services rendered under the applicable Service Agreement during the twelve (12) months preceding the event giving rise to the claim.
8. Governing Law
These Terms, and any disputes arising under or in connection with them, shall be governed by and construed in accordance with the laws of the jurisdiction in which Midday operates, without regard to conflicts of law principles. Both parties submit to the exclusive jurisdiction of the courts of this jurisdiction.
9. Miscellaneous
These Terms and any Service Agreements constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner, with the remaining portions continuing in full force and effect.
