THIS AGREEMENT is made between
the person or organisation commissioning the web site, “the Client”
GoodLife Solutions Limited the organisation developing the web site, “the Contractor”
1.1 Unless the context otherwise admits words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.
1.2 Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it.
2. Outline of Agreement
2.1 This Agreement details the terms and conditions agreed between the Parties for the maintenance, (including technical and design maintenance) hereinafter known as “Website Maintenance” for the Client’s website, such work to be undertaken by the Contractor.
2.2 This Website Maintenance Agreement shall run for an Initial Term as defined in Schedule One of this Agreement.
3. Website Maintenance Specification
3.1 The Parties have agreed the detailed Website Maintenance specification as defined in Schedule One of this Agreement.
3.2 Any amendments proposed to the Website Maintenance specification must be made in writing and delivered to the other party. Either party is entitled to request a meeting to discuss such amendments.
3.3 If such proposed amendments incur additional expense the Contractor is entitled to seek further payment to cover such expense.
4. Maintenance Fees
4.1 The Client will pay the agreed Maintenance Fees to the Contractor as detailed in Schedule One at the agreed intervals. The Contractor will invoice the Client and the Client will pay the invoice, including Value Added Tax, (VAT), (where applicable) and at the prevailing rate according to the terms of payment detailed on the invoice.
4.2 All payments to the Contractor shall be paid within 30 days after the receipt of the Contractor’s invoice for such payment.
4.3 The Contractor shall be entitled to renegotiate the ongoing Maintenance Fees prior to the expiry of the Initial Term of this Agreement in order to allow for any increase in the Fees after the expiry of the Initial Term.
4.4 The Contractor will give the Client at least 60 days notice prior to the expiry of the Initial Term of his intention to renegotiate the Fees. The Contractor will provide full details to the Client at the time of the notice.
5. Additional Work And Fees
5.1 The Client will be charged at the Contractor’s standard rate for any additional work carried out by the Contractor that falls outside the scope of the Website Maintenance detailed in Schedule One of this Agreement.
5.2 Prior to commencing such work the Contractor will detail exactly the work that falls outside the agreed Website Maintenance and will provide the Client with a written estimate and timescale for the completion of the work.
6.1 The Client will pay all reasonable expenses incurred by the Contractor during the Website Maintenance, including travel to and from the offices of the Client where required, the purchase of computer consumables required for the Website Maintenance and such other reasonable expenses directly related to the Website Maintenance.
6.2 The Contractor will inform the Client in writing in advance if significant expenses not covered by clause 6.1 have to be incurred during the Agreement.
7. Website Access Limitations
7.1 The Client will ensure that only trained and competent members of staff shall have direct access to the underlying programs, directories and files that make up the website.
7.2 Furthermore such members of staff shall only follow the Contractor’s specific instructions where given.
7.3 The Client will ensure that all codes and passwords required to access the internal workings of the website are stored safely and are not provided to any unqualified members of staff or any third party, (whether qualified or not).
8.1 The Contractor will keep a full backup version of the website stored in an appropriate and secure location.
8.2 The Client will also keep their own full backup version of the website, again stored in an appropriate and secure location.
9. Website Errors
9.1 The Client will notify the Contractor within 7 working days of any defect or error in the operation or content of the website.
9.2 On notification the Contractor will take action to rectify the matter in accordance with the Website Maintenance detailed in Schedule One of this Agreement.
9.3 Where an error or defect has a direct and serious impact on the operation of the website the Contractor will use all reasonable endeavours to rectify the issue as soon as practicably possible.
9.4 The correction of such errors or defects excludes those caused by unqualified members of the Client’s staff or third parties given access to the website by the Client. Or where caused by third party equipment or software, even where supplied by the Contractor.
10. Delivery of Content & Materials
10.1 The Client undertakes to deliver all the content and materials required for the Website Maintenance and in the formats requested by the Contractor before commencement of the Website Maintenance.
10.2 Where this is not possible the Client will deliver such outstanding content and materials to the Contractor within 30 days of the start of the Website Maintenance.
10.3 The Client will notify the Contractor in writing (as soon as possible) of any delays in delivering content and materials required for the Website Maintenance and provide the Contractor with a revised timetable for supplying such content and materials.
10.4 The Contractor will not be responsible for any delays or additional expenses incurred due to the late delivery or non-delivery of content and materials by the Client where required by the Contractor for the Website Maintenance.
11.1 Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email to the receiving party.
11.2 Any such notice shall be deemed to be effectively served on the next working day.
12.1 Both parties shall keep confidential the specific terms of this Agreement and Website Maintenance and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing the Website Maintenance detailed in this Agreement. The parties agree that all information marked “Confidential”, or where not marked it is reasonable to judge such information as confidential, shall not be disclosed at any time during the Website Maintenance or for a minimum period of 2 years after the completion of the Website Maintenance, except where such disclosure is required by law or by order of a court in the jurisdiction of England. The parties further agree that all information marked as a “Trade Secret” and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.
13. Intellectual Property Rights
13.1 The Client undertakes to secure all copyright and any other appropriate licences, clearance or consents where required for any content and materials provided by the Client that may be incorporated into the website by the Contractor.
13.2 All intellectual property rights associated with the website, both before, during and after alteration or modification under this Agreement rest solely with the Client and the Contractor assigns and agrees to take all necessary steps to assign all such interests to the Client.
13.3 The Contractor shall not make any claim to the Client’s content, materials or services during or after the expiry of this Agreement.
13.4 The Contractor shall not make any claim to the Client’s trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.
13.5 The Contractor shall not register or cause to be registered any company name materially similar to that of the other party.
13.6 The Contractor shall not register or renew, or cause to be registered or renewed any domain name owned or used by the Client, or materially similar to those owned or used by the Client, except where the Client specifically requests that the Contractor register or renew such domain names in order to prevent their registration and use by third parties. In this case all reasonable fees and expenses incurred in registration of such domain names shall be payable by the Client as part of the Website Maintenance cost. At the end of this Agreement the Contractor undertakes to transfer all registration details, including but not limited to technical and administrative details and title to the registered domain names to the Client.
14.1 The Client confirms that to the best of their knowledge and belief that any content and materials supplied by the Client as part of this Agreement are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation in the jurisdiction.
15. Indemnities and Limitation of Liability
15.1 Neither party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.
15.2 The Client agrees to indemnify the Contractor against any claims, damages, losses, costs and expenses which the Contractor may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.
15.3 The Client acknowledges that it is for the Client to ensure that the website does not infringe the laws of any jurisdiction within which it is actively promoted.
15.4 The Contractor agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of clauses 12 and 13 of this Agreement committed by the Contractor.
15.5 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
16.1 Either party may terminate this Agreement immediately in the event that:
16.1.1 Either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of its duties, responsibilities and obligations under this Agreement, and
16.1.2 Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy.
16.2 Furthermore this Agreement may be terminated in the event that:
(a) Either party is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986, or
(b) Being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or
(c) Has a receiver appointed to administer any of its property or assets, or
(d) Ceases or threatens to cease to carry on business, or
(e) Makes any voluntary agreement or enters into a compromise for the benefit of its creditors, or
(f) Fails to make payment in accordance with the terms of this Agreement.
16.3 On the termination of this Agreement any completed parts or test examples of the website already completed by the Contractor and delivered to the Client, but not already paid for by the Client will be returned to the Contractor. Furthermore the Client shall not retain any copies of the returned parts thereof or test examples of the website that have not been paid for.
16.4 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination (including, without limitation, clauses 12, 13 and this clause 16).
17.1 Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
18. Force Majeure
18.1 Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.
19. Joint Venture or Partnership
19.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.
20.1 The Client undertakes during the Website Maintenance period and for a further period of six months after its completion not to directly or indirectly solicit or induce any of the Contractor’s employees to leave the employment of the Contractor whether to work on a freelance or consultancy basis or to be directly employed by the Client.
21.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
21.2 It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
21.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made by a written instrument and signed by the signatories to this Agreement or their duly authorised representatives.
21.4 This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.
22.1 This Agreement shall be interpreted construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.
Initial Term of 12 Months
Standard Website Maintenance
- Ensure proper functioning of the website at all times, including page loading and response times. Including testing load times of pages and “pinging” website to detect response times, any packet loss during transmission or unscheduled downtime.
- Ensure renewal of SSL Certificates, if included in the hosting package or purchased separately.
- Ensure the registration or renewal of domain names as directed by the Client, where domain names have been registered on behalf of the client by GoodLife Solutions Limited.
Enhanced Website Maintenance
Includes Standard Website Maintenance, in addition to the following:
- Update content on website, any content to be updated to be provided by the Client.
- Client to provide clear instructions of updates required
- Update and keep all website navigation in order, both for internal website navigation and links to external websites, including both text and graphic navigation.
- Ensure the proper use of coding on the website by following recognised web standards for css and any other coding language used.
- Ensure website is search engine friendly, with any content added by the Contractor, through use of CSS, website structure, use of “alt” tags for graphic links and naming of website pages and links.
- Provide Google Analytics reports and website analytics as requested by the client.
Enhanced website maintenance provides, on average, 1 hour per month of GoodLife Solutions technical support and consultancy.
Premium Website Maintenance
Includes Enhanced Website Maintenance, in addition to the following:
- Email marketing campaign. Comprising 1 marketing email per month adhering to the clients agreed marketing & advertising strategy.
Enhanced website maintenance provides, on average, 1 hour per month of GoodLife Solutions technical support and consultancy.
- Standard Website Maintenance is included in the annual website hosing fee and therefore no additional maintenance fee is payable.
- Enhanced Website Maintenance is a subscription paid annually in advance. The current fee is £30 per month, £360 per year.
- Premium Website Maintenance is a subscription paid annually in advance. The current fee is £60 per month, £720 per year.
Website maintenance fees are a subscription service paid annually. Payment maybe made securely via the website using Direct Debit, Credit or Debit card.