1) In Short
We will always do our best to fulfil your needs and meet your goals, but sometimes it’s best to have a few things written down so that we both know what’s what, who should do what and what happens if stuff goes wrong. In this contract you won’t find complicated legal terms or long passages of unreadable text. We have no desire to trick you into signing something that you might later regret. We do want what’s best for the safe- ty of both parties, now and in the future.
The Client is hiring the Service Provider to support the Client’s website built by the Service Provider (“Website”) on the Service Provider’s domain for the total price of [£XX,XXX] (excl. VAT) per month. This Agreement begins on DD/MM/YYYY and continues for XX years / months from that date.
Of course it’s a little more complicated, but we’ll get to that.
2) What do both parties agree to do
- As the Client, you have the power and ability to enter into this Agreement on behalf of your company or business. You agree to provide the Service Provider with everything it reasonably needs to provide the ser- vices set out in this Agreement – including text, images and other information – as and when the Service Provider reasonably needs it and in the format requested. The Client agrees to review work, provide feed- back and approval in a timely manner. Deadlines work two ways and the Client understands that, together with the Service Provider it will be bound by any deadlines set. The Client also agrees to stick to the payment requirements set out in this Agreement.
- The Service Provider has the experience and ability to perform the Website support services set out in this Agreement (“Services”) and will carry them out in a professional and timely manner with the exercise of that degree of care, diligence and skill which would reasonably and ordinarily be expected from a skilled, profes- sional and experienced person engaged in the same type of services under the same or similar circum- stances (“Good Industry Practice”) and in accordance with all applicable laws. Along the way the Service Provider will endeavour to meet all the deadlines set but cannot be responsible for a missed launch date or a deadline if the Client has been late in supplying materials or has not approved or signed off work on-time at any stage. We will respond promptly to your reasonable requests for additional information or assistance.
3) Service Provider responsibilities
- The Service provider shall be responsible for the following Services in accordance with the terms and conditions of this Agreement:
- consultation, support and guidance to the Client on the use of the Website;
- helping the Client use the markup, CSS, WordPress and other code used in the Website (“Software”) and answering Client questions about the Website and use of it;
- daily supervision, maintenance and essential updates to the Service Provider’s database and code used in the Website and upgrades to the latest version of WordPress software;
- extended warranty, fixing Bugs in the Service Provider’s own infrastructure; and
- the Service Provider will ensure that the Software is protected against hackers gaining access and that any forms are monitored for spam.
- The Service Provider shall ensure that (at all times during the term of this Agreement and thereafter in respect of its performance of all provisions of this Agreement that survive):
- all updates, [upgrades,] electronic communications and electronic data sent or made available by the Service Provider or any Service Provider’s personnel in connection with the Services are free from all viruses, disabling code (including code intended to limit or prevent use of any software) or malicious software (including spyware) (“Viruses”); and
- the Service Provider’s personnel and performance of the Services do not cause or permit any Virus to be inserted into any information technology environment of (or which is used by) the Client.
4) Service Provider responsibilities of the Agreement do not include
- Updating Website content on behalf of the Client;
- Website redesign, re-alignment or re-development;
- Search engine optimisation services;
- Content management system (CMS) design or integration including but not limited to blogs, shopping carts and web forms;
- Defects in any hardware, equipment or firmware;
- Defects in any software other than the Software to which this Agreement relates;
- The use of the Software with or on any equipment, software stack or operating system not approved by the Service Provider;
5) Service hours
The Service Provider’s business hours are between 09:30 and 17:30, Monday to Friday, excluding public holidays (“Service Hours”)
6) Consultation, support and guidance
The Service Provider allows the Client to contact them every time they have a question about anything related to Website or anything related to the Software, within the Service Hours.
The Service Provider’s direct contact details are below:
|Chris Pyatt||[email protected]||+44 7742 848 054|
|Jonathan Tiernan||[email protected]||+44 7545 639 729|
7) Supervision, maintenance and essential updates
The Service Provider will monitor and fix the Software for the following issues:
|Weekly||Content Management System updates|
8) Bug fixes
- Under this Agreement the Service Provider agrees to fix any bugs in the code they control (“Bugs”). When the Client raises a Bug with the Service Provider, the Service Provider shall respond as soon as reasonably possible within Service Hours and at any rate in accordance with the Response Times and shall provide updates within the Progress Update Times each as specified in Table 1. To do this the Service Provider categorises the Bug as set out in Table 1:Table 1
Severity Description Response Time Progress Updates Critical Software will not run 60 minutes Every 60 minutes after Initial Response High Unexpected fatal errors 120 minutes Every 120 minutes after Initial Response Medium A feature is malfunctioning 120 minutes Every 120 minutes after Initial Response Low Cosmetic issue 240 minutes On reasonable request from the Client
- The Service Provider shall use all reasonable endeavours to rectify Bugs by providing temporary and per- manent resolutions in accordance with Table 2.
- The Service Provider shall:
- notify the Client of the Bug or the receipt of the Bug report from the Client as applicable together with full details of the Bug within the Response Time;
- provide the Client with details of progress in resolving the Bug in accordance with the Progress Update Times in Table 1;
- use reasonable endeavours to provide the Workaround Resolution within the relevant Workaround Resolu- tion Time set out in Table 2;
- use reasonable endeavours to provide the Fix Resolution within the relevant Fix Resolution Time set out in Table 2; and
- procure the appropriate Service Provider personnel commence work on resolving the Bug immediately after notification of the Bug and continue working on the Bug until the Workaround Resolution and Fix Resolution is provided to the Client.
Severity Workaround Resolution Workaround Resolution Time Fix Resolution Fix Resolution Time Critical Respond with a workaround or permanent fix to overcome the Bug 480 minutes Fix to permanently resolve the Bug and remove the need for any workaround 36 hours High Respond with a patch, work- around or per- manent fix to overcome the Bug 480 minutes Fix to permanently resolve the Bug and remove the need for any workaround 36 hours Medium N/A N/A Fix to permanently resolve the Bug and remove the need for any workaround The next update or up- grade of the Software made available under this Agreement (whichever is earlier) Low N/A N/A Fix to permanently resolve the Bug and remove the need for any workaround The next update or up- grade of the Software made available under this Agreement (whichever is earlier)
- Response Times, Progress Update Times, Workaround Resolution Times and Fix Resolution Times shall be calculated and measured from the Service Provider’s discovery or initial receipt of the Bug report from the Client during Support Hours.
- Either Party may terminate this Agreement by giving to the other not less than 90 days’ written notice. 2. Either Party may forthwith terminate this Agreement by giving written notice to the other Party if:
- any sum owing to that Party (“Non-defaulting Party”) by the other Party (“Defaulting Party”) under any of the provisions of this Agreement is not paid within 30 days of the due date for payment and has still not been paid within 14 days’ of receipt of a written notice from the Non-defaulting Party requesting payment of the overdue sum;
- the other Party commits any other material breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it.
- an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
- the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
- the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under this Agreement);
- anything analogous to clauses 9.2 iii), iv) and v) under the law of any jurisdiction occurs in relation to the other Party;
- the other Party ceases, or threatens to cease, to carry on business; or
- control of the other Party is acquired by any person or connected persons not having control of that oth- er Party on the date of this Agreement. For the purposes of this Clause 9, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
- The Service Provider recognises that multiple or recurring breaches of this Agreement or multiple or recur- ring failures to meet the Service Provider Responsibilities, Response Times, Progress Update Times, Work- around Resolution Times and Fix Resolution set Times out under this Agreement could, in the aggregate and looking at all relevant circumstances, be material and incapable of remedy given the persistent nature of the breaches or failures, even though any one of such breaches or failures on its own may not be material and may be remedied and the Client shall have the right to forthwith terminate this Agreement by giving written notice to the Service Provider in such circumstances.
- The right to terminate this Agreement given by this Clause 9 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
- The Parties entered into an agreement in respect of the building of the Website and an agreement for the supply of hosting services in respect of the Website on or around the date hereof (the “Associated Agree- ments”). Any right of termination of the Client arising under either or both of the Associated Agreements, shall also give rise to a right of termination of the Client under this Agreement.
- Except as expressly provided in this Agreement, neither Party shall be liable or responsible to the other in contract, tort or otherwise (including any liability for negligence) for:
- any loss of revenue, business, contracts, anticipated savings or profits, or any loss of use of facilities; or ii) any special indirect or consequential loss howsoever arising.
- For the purposes of sub-Clause 10.1.i) “anticipated savings” means any expense which either Party expects to avoid incurring or to incur to a lesser degree than would otherwise have been the case by reason of the use of the Services provided by the Service Provider under this Agreement.
11) Confidential Information
- Each Party undertakes that, except as provided by sub-Clause 11.2 or as authorised in writing by the other Party, it shall:
- keep confidential all Confidential Information;
- not disclose any Confidential Information to any other party;
- not use any Confidential Information for any purpose other than as contemplated by and subject to the terms and conditions of this Agreement;
- not make any copies of, record in any way or part with possession of any Confidential Information; and
- ensure that none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-clauses 11.1.i) to 11.1.iv) above.
- Either Party may disclose any Confidential Information to:
- any sub-contractor or supplier of that Party;
- any governmental or other authority or regulatory body; or
- any employee or officer of that Party or of any of the aforementioned persons, parties or bodies,
to such extent only as is necessary for the purposes contemplated by this Agreement, or as required by law, and in each case subject to that Party first informing the person, party or body in question that the Confi- dential Information is confidential and (except where the disclosure is to any such body as is mentioned in sub-Clause 11.2 ii) above or any employee or officer of any such body) obtaining and submitting to the other Party a written undertaking from the person in question, as nearly as practicable in the terms of this Clause 11, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
- The provisions of this Clause 11 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
- In this Agreement “Confidential Information” means, in relation to either Party, information which is dis- closed to that Party by the other Party pursuant to or in connection with this Agreement or otherwise (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked or may be interpreted as such) but does not include information which:
- is or comes into the public domain through no fault of the recipient, its officers, employees, agents or con- tractors;
- is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;
- is independently developed by the recipient, without access to or use of such information; or
- is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.
- The Service Provider shall invoice the Client for the sum of [£XX,XXX] (excl. VAT) per month up front as consideration for the Services provided by the Service Provider in accordance with the terms and conditions of this Agreement (“Fees”).
- The Client shall pay all undisputed Fees to the Service Provider within 30 days of receipt of a valid invoice.
- Where any payment pursuant to this Agreement is required to be made on a day which is not a Business Day, it may be made on the next following Business Day.
- If either Party fails to pay on the due date any amount which is payable to the other pursuant to this Agreement then, without prejudice to and notwithstanding sub-Clause 9.2.i), that amount shall bear interest from the due date until payment is made in full, both before and after any judgment, at a rate of 4% per annum over the Bank of England base rate from time to time in force.
13) Intellectual Property Rights
- Unless otherwise expressly agreed in this Agreement no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement. Subject to any other terms expressly agreed by the parties, each party grants the other a licence of such of its Intellectual Property Rights as are made available to the other party to the extent necessary to enable the other party to fulfil its respective obligations under this Agreement or provide or make use of the Services supplied under this Agreement (as the case may be) but not otherwise.
- Each Party agrees to fully indemnify (“Indemnifying Party”) the other Party (“Indemnified Party”) against any and all costs, expenses, liabilities, losses, damages, claims and judgments that the Indemnified Party may incur or be subject to as a result of the infringement of any Intellectual Property Rights belonging to any third party arising out of the Indemnifying Party’s failure to obtain the necessary rights and permissions from third parties in relation to any material (or Intellectual Property Rights) owned by such third parties.
In this Agreement, “Intellectual Property Rights” means any and all patents, rights in inventions, rights in designs, trade marks, trade and business names and all associated goodwill, rights to sue for passing-off or for unfair competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know-how and trade secrets) and all other similar or equivalent rights (subsisting now or in the future) in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term
14) Force Majeure
Neither Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
16) Governing law and jurisdiction
- This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
- Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the exclusive jurisdiction of the courts of England and Wales.