Agreement between web services agency and client to provide ongoing maintenance services.
This Agreement ("Agreement") is made as of DATE, by PROVIDER located at PROVIDER ADDRESS, and CLIENT ("Client"), located at CLIENT ADDRESS.
Scope of Work
Client is contracting PROVIDER to provide website maintenance, technical support, and hosting services for WEB URL. PROVIDER agrees to provide such services to the Client on a quarterly 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
Ongoing web hosting services, web font hosting services, and up to NUMBER OF HOURS hours of standard website maintenance and technical support for WEB URL every three months, which includes:
- Guaranteed response for bug fixes and maintenance issues (See Deadlines and Deliverables).
- Web hosting through a third-party provider to allow your website to be accessible online.
- Web font hosting through a third-party provider to serve fonts on your website.
- 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.
- 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.
- 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, PHP, Apache, and various submodules)
- Application-level updates to WordPress
- Plugin-level updates for specific functionality within the context of the CMS
- Assisting with downtime or performance issues by liaising with the web host provider.
- 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).
- 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 PROVIDER will notify the Client in advance and any additional time will be billed separately. Support hours expire at the end of the quarter 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 WEB URL.
- Domain name registration, DNS service, or email services.
a. Payment Schedule
Client agrees to pay PROVIDER a total of $TOTAL each quarter in exchange for the above services. The first payment is due upon execution of this Agreement. Subsequent payments will be due every three months 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, PROVIDER may, after giving three days’ notice to the Client, suspend any work until payment is made in full. PROVIDER 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
PROVIDER 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.
PROVIDER will make all reasonable efforts to adhere to all quoted deadlines for the deliverables in the Client’s maintenance requests. In the event that PROVIDER has any issues in delivering on a quoted deadline, Client will be notified via email the reasoning for any change.
Any revisions, additions, or redesign the Client requests PROVIDERto perform that is not specified in this document shall be considered "additional" and will require a separate agreement and payment. PROVIDER shall advise Client on any requested work that falls within these bounds.
Client hereby authorizes PROVIDER to access their web hosting account, providing active user name / password combinations for access to the server via FTP, assuring that 'write permissions' are in place on said hosting provider.
During the duration of this contract, the Client agrees that PROVIDER 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 PROVIDER makes changes to the website, any errors that are created must be repaired and will be charged for at $HOURLY RATE per hour.
Client agrees to indemnify PROVIDER against all claims, judgments, decrees, costs and expenses, including attorney's fees, incident to any proceeding which may be brought against PROVIDER 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 PROVIDER and at Client’s own expense, defend or assist in the defense of any action which may be brought against PROVIDER or its officers, employees, agents, distributors, customers, or other vendors for these claims of alleged infringement, misappropriation, or unfair competition. PROVIDER 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.
The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
PROVIDER 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. PROVIDER will not be construed to be an employee or agent of Client.
The Client or PROVIDER 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 PROVIDER 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.
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 PROVIDER. 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 PROVIDER 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 PROVIDER to the Client.
PROVIDER 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, PROVIDER will provide a prorated refund for unused services and all files necessary to migrate the website to another host.
g. Governing Law
This Agreement is shall be governed by the laws of the State of STATE. Any disputes arising under this Agreement shall be settled by arbitration, to take place in CITY, STATE.
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.