Monthly Maintenance Terms & Conditions
THIS SUPPORT SERVICE AGREEMENT (the “Agreement”) is made on the date signed
BETWEEN:
Lisa Rees trading as Wonderful World of Websites (the “Service Provider”)
– AND –
The person signing this agreement (change to clients name)
(the “client”)
BACKGROUND:
A. The Client is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Service Provider is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Service Provider (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
Services Provided
1. The Client hereby agrees to engage the Service Provider to provide the Client with the following services (the “Services”):
1.
Weekly back ups
2.
Installation of security monitoring plugins
3.
Monthly updates
4.
Performance monitoring
5.
Maintenance/security fixes
6.
Monthly maintenance reports
7.
SEO rankings report (if keywords have been provided)
8.
Any other tasks agreed and confirmed via email
2. The Services will also include any other tasks which the Parties may agree on. The Service Provider hereby agrees to provide such Services to the Client.
3. It is understood by the Client that the Service Provider may employ or contract an individual during the Term of this Agreement and that the Services may be delegated to aforementioned individual under the supervision, instruction and guidance of the Service Provider.
Schedule
5. Service Provider assistance will be available at time specified on a case by case basis and in writing via email. At least 48 hours notice is required for ad hoc requests and the turnaround time will be advised at time of request.
6. Client will be given 14 days notice of leave to be taken by Service Provider.
Term of Agreement.
7. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
8. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 14 days’ written notice to the other Party.
Performance
9. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
10.
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP. Payment
11. The Client will be invoiced every month for ongoing work
12. Invoices submitted by the Service Provider to the Client are due within 7 days of receipt.
13. The Service Provider will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Service Provider will indemnify the Client in respect of any such payments required to be made by the Client.
Reimbursement of Expenses
14. The Service Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services.
15. All expenses must be pre-approved by the Client.
Confidentiality
16. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
17. The Service Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Service Provider has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
18. All written and oral information and material disclosed or provided by the Client to the Service Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Service Provider. Ownership of Intellectual Property
19. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
20. The Service Provider may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Service Provider will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
Return of Property
21. Upon the expiry or termination of this Agreement, the Service Provider will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
22. In the event that this Agreement is terminated by the Client prior to completion of the Services the Service Provider will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Service Provider or, where agreed between the Parties, to compensation in lieu of recovery.
Capacity/Independent Service Provider
23. In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent Service Provider and not as an employee. The Service Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Notice
24. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given via email and delivered to the Parties at the following addresses:
o
Lisa Rees lisa@wonderfulworldofwebsites.com
o
The held address for the client
25. or to such other address as either Party may from time to time notify the other including via email.
Indemnification
26. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Modification of Agreement
27. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
Liability
28. The Service Provider will not be liable for loss, damage or delay of Client’s project due to circumstances beyond Contractor’s control. Such circumstances may include (but are not limited to) natural disasters, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Service Provider will make every effort to notify Client immediately.
Titles/Headings
29. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Severability
30. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
31. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.