Web Support Agreement - May 13, 2019

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This is an ongoing support agreement for websites or web applications.

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This Agreement ("Agreement") is made as of May 13, 2019, by Midlands Communications Group Limited located at Rowan House, Huntington, Cannock, WS12 4GD, and ("Client"), located at .

Scope of Work

Client is contracting Midlands Communications Group Limited to provide website maintenance, technical support, and hosting services for . Midlands Communications Group Limited agrees to provide such services to the Client on a monthly basis. Services not considered “standard website maintenance, technical support, or hosting” are subject to be charged at a separate rate and will not be considered part of this agreement.

a. What IS included in this Agreement

Unlimited support of the following for monthly, which includes:

  • Unlimited downtime maintenance, bug fix maintenance, and technical support (See Deadlines and Deliverables).
  • Web hosting through a third-party provider to allow your website to be accessible online.
  • Assisting with downtime or performance issues by liaising with the web host provider.
  • Media and static file hosting through a third-party provider to serve images, videos, and static files required for your website.
  • Security protection against hackers from gaining access to your site.
  • Regular and thorough backups of your website so that it may be fully restored in case of loss.
  • Regular monitoring and updating to ensure performance across all the latest versions of Chrome, Firefox, Internet Explorer and Microsoft Edge, Safari, and mobile versions of Chrome and Safari.
  • Monitoring your website functionality to ensure that everything is working as it should and provide updates when necessary. Software updates may be necessary to address security or stability issues in the software or to add new features, and may include:
    • Server-level updates (Linux, nginx, and various submodules)
    • Application-level updates to web framework
    • Plugin-level updates for specific functionality within the context of the application
    • Front-end updates to HTML, CSS, and Javascript

Up to hours of standard website maintenance for monthly, which includes:

  • Regular monitoring and updating to ensure performance across all the latest versions of Chrome, Firefox, Internet Explorer and Microsoft Edge, Safari, and mobile versions of Chrome and Safari.
  • The addition of new features or changes to existing features on the website. If the time required to complete these changes exceeds the time allotted in the agreement, additional hours will be billed separately (See Additional Services).
  • SSL Certificate renewals and implementation.
  • Consultation, advice and guidance on the use of the website.

If any regular maintenance or software update procedure requires additional time to complete beyond the scope of this agreement Midlands Communications Group Limited will notify the Client in advance and any additional time will be billed separately. Support hours expire at the end of the month and do not roll over to the next maintenance quarter.

b. What is NOT included in this Agreement

  • Maintenance, support, or hosting services for websites other than .
  • Domain name registration, DNS service, or email services.

Payment

a. Payment Schedule

Client agrees to pay Midlands Communications Group Limited a total of £ each month in exchange for the above services. The first payment is due upon execution of this Agreement. Subsequent payments will be due every month thereafter. All payments are due upon receipt.

b. Late Payments

If the Client fails to pay any amount properly due under the Agreement by the due date, Midlands Communications Group Limited may, after giving three days’ notice to the Client, suspend any work until payment is made in full. Midlands Communications Group Limited reserves the right to withhold delivery of any current work if accounts are not current or overdue invoices are not paid in full.

c. Third Party Fees

The Client is responsible for all third party fees, including any necessary license fees required to purchase and install new plugins or software on the website. These fees will be communicated to client in writing before they are incurred.

Deadlines & Deliverables

Midlands Communications Group Limited will respond via email to all maintenance requests from Client within 24 hours on weekdays with a confirmation that the request was received as well as an estimated completion date. Maintenance requests received after 5:00 pm PST on weekdays may not be completed until the next business day unless prior arrangements have been made.

Midlands Communications Group Limited will make all reasonable efforts to adhere to all quoted deadlines for the deliverables in the Client’s maintenance requests. In the event that Midlands Communications Group Limited has any issues in delivering on a quoted deadline, Client will be notified via email the reasoning for any change.

Additional Services

Any revisions, additions, or redesign the Client requests Midlands Communications Group Limitedto perform that is not specified in this document shall be considered "additional" and will require a separate agreement and payment. Midlands Communications Group Limited shall advise Client on any requested work that falls within these bounds.

Authorization

Client hereby authorizes Midlands Communications Group Limited to access their web hosting account, providing active user name / password combinations for access to the server via FTP, SSH, or web console, assuring that 'write permissions' are in place on said hosting provider.

During the duration of this contract, the Client agrees that Midlands Communications Group Limited will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the website. If a party other than Midlands Communications Group Limited makes changes to the website, any errors that are created must be repaired and will be charged for at £ per hour.

Indemnity

Client agrees to indemnify Midlands Communications Group Limited against all claims, judgments, decrees, costs and expenses, including attorney's fees, incident to any proceeding which may be brought against Midlands Communications Group Limited or its agents, distributors, customers, or other vendors based on a claim of alleged copyright, trademark, or alleged misappropriation of a trade secret, as well as for a claim of alleged unfair competition resulting from similarity in design, trademark or appearance of Contract Products and Services provided under this Agreement.

Client agrees that it will, upon request of Midlands Communications Group Limited and at Client’s own expense, defend or assist in the defense of any action which may be brought against Midlands Communications Group Limited or its officers, employees, agents, distributors, customers, or other vendors for these claims of alleged infringement, misappropriation, or unfair competition. Midlands Communications Group Limited agrees to notify Client promptly upon receipt of notice of infringement or information of such a suit having been filed. This indemnification will be in addition to all other obligations under this Agreement.

Miscellaneous

a. Headings

The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

b. Relationship

Midlands Communications Group Limited will perform services hereunder only as an independent contractor. Client is to have no control over the methods and means of accomplishing the desired result. Midlands Communications Group Limited will not be construed to be an employee or agent of Client.

c. Assignment

The Client or Midlands Communications Group Limited cannot assign or transfer this Agreement to anyone else without the written permission of the other party.

d. Limitation of Liability

In no event will either party be liable, whether in contract, tort, or otherwise, for any incidental, special, indirect, consequential or punitive damages, including, but not limited to, damages for any loss of use, loss of time, inconvenience, commercial loss, or lost profits, savings, or revenues, to the full extent such may be disclaimed by law.

The total liability of Midlands Communications Group Limited or Client, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, is limited to the price of the particular services purchased, sold, or otherwise at issue hereunder with respect to which losses or damages are claimed.

e. Construction

Both parties have had adequate opportunity to obtain legal representation and this Agreement reflects arms’ length negotiations. Neither party will be deemed the drafter and no ambiguity in the Agreement will be construed against either party.

f. Contract Cancellation

The Client may cancel or choose not to renew this Agreement at any time by providing written notice to Midlands Communications Group Limited. Within five business days of such cancellation, Client will be responsible for securing their own web hosting account, web font hosting account, and technical support provider, as Midlands Communications Group Limited will no longer provide these services. Any fees billed to and/or paid for by the Client up until the point of cancellation are non-refundable and will not be reimbursed by Midlands Communications Group Limited to the Client.

Midlands Communications Group Limited may cancel or choose not to renew this Agreement at any time by providing 30 days written notice to Client. In the event of cancellation or non-renewal by the provider, Midlands Communications Group Limited will provide a prorated refund for unused services and all files necessary to migrate the website to another host.

g. Governing Law

This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation (including any non-contractual disputes or claims), shall be governed by and construed in accordance with English law.

h. Severability

If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

i. Entire Agreement

This Agreement contains the entire agreement of the parties with respect to the subject matter of the Agreement. The Agreement supersedes any prior agreements, understandings, or negotiations, whether written or oral. This Agreement can only be amended through a written document formally executed by all parties.

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