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Web support and maintenance agreement

This is an agreement to govern the provision of support and/or maintenance services in relation to a websites.

Support might include the provision of a helpdesk, the handling of queries raised by the client in relation to the use of the websites, the logging and investigation of bugs and errors in the websites, adding content to the websites and/or minor changes to the design or layout of the websites. The agreement does assume that any such minor changes do not create intellectual property rights that need to be licensed or assigned.

Maintenance covers the provision of updates and upgrades to the websites. It might also cover the provision of updates and upgrades in respect of related server, database or other software. Note that the licensing of updates/upgrades should be dealt with elsewhere.

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Web support and maintenance agreement contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Maintenance Services: maintenance services provision; maintenance services in accordance with SLA; suspension of maintenance services; termination of maintenance services for convenience; discontinuing software maintenance services; consequences of termination of maintenance services; maintenance services on termination 
    this Agreement
     .
  4. Support Services: support services provision; support services in accordance with SLA; suspension of support services; termination of support services for convenience; consequences of termination of support services; support services on termination 
    this Agreement
     .
  5. Customer
    obligations:
    general second party obligations; access to computer systems.
  6. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  7. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  8. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  9. Minimum Services commitment: minimum charges based on commitment to hours.
  10. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  11. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to return or destroy confidential information following termination; confidentiality obligations after termination.
  12. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data and purposes of processing by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); personal data processed by
    Provider
    as required by law (GDPR); confidentiality obligations on
    Provider
     persons processing personal data (GDPR); security of personal data processed by 
    Provider
     (GDPR); appointment of sub-processor by
    Provider
    (GDPR); authorisation for
    Provider
    to appoint sub-processors (GDPR);
    Provider
     to assist with exercise of data subject rights (GDPR);
    Provider
     to assist with compliance (GDPR);
    Provider
     to provide information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
  13. Warranties: standard of services; first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  14. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
  15. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  16. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  17. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment; rights of termination supplemental or exclusive.
  18. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
  19. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  20. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  21. Assignment: assignment by first party; assignment by second party.
  22. No waivers: no unwritten waivers of breach; no continuing waiver.
  23. Severability: severability of whole; severability of parts.
  24. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  25. Variation: variation in writing and signed.
  26. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  27. Law and jurisdiction: governing law; jurisdiction.
  28. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (WEB SUPPORT AND MAINTENANCE PARTICULARS)

  1. Identification of Supported Website: identification of supported website prompt.
  2. Financial provisions: financial provisions prompt.

SCHEDULE 2 (MAINTENANCE SLA)

  1. Introduction: introduction to maintenance SLA.
  2. Updates: notice of release of updates; provision of maintained software updates; application of maintained software updates; provision and application of maintained software updates; consequences of not applying maintained software update.
  3. Upgrades: upgrade release roadmap; obligation to release upgrades; notice of release of upgrades; provision of maintained software upgrades; application of maintained software upgrades; provision and application of maintained software upgrades; consequences of not applying maintained software upgrade.

SCHEDULE 3 (SUPPORT SLA)

  1. Introduction: introduction to support SLA.
  2. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
  3. Response and resolution: website support issue categorisation; allocation of support issue severity categories; support response times; contents of response to support request; support resolution times.
  4. Provision of Support Services: support services to be provided remotely.
  5. Limitations on Support Services: excessive use of support services; misuse of website and support services.
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