Web services and photography agreement
The services that are or may be covered by this agreement are web design and development, web hosting, web support and maintenance, web marketing and photography.
The core of the document is a set of general terms and conditions that apply to all of the services. Provisions relating to particular services are set out in the schedules. Accordingly, if you wish to use this document, but do not require all of the services schedules, the ones that you do not need can simply be removed.
A statement of work document is also included. The technical, commercial and financial aspects of each specific contract should be set out in the statement of work. The statement can then be signed or otherwise agreed by the parties.
This is a B2B document, and is unsuitable for B2C contracts.
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Web services and photography agreement contents
- Definitions: definitions.
Term : commencement of term; end of term; agreement of statements of work; each order forms part of contract.- Services: services to be agreed in statement of work; devotion of personnel to services; keeping customer informed of services; services: compliance with internal policies; Providerto determine details of services; suspension of services.
- Customerobligations: general second party obligations; access to computer systems; third party software licences; responsibility for passwords.
: supply of second party materials; licence ofCustomerMaterialsCustomermaterials; warranties relating to second party materials. : provision of trade marks; licence to use customer trade marks; trade mark style guide; standard of use of trade marks; prohibition on actions liable to damage trade marks; goodwill in trade marks; specific request to cease use of trade marks; warranty of trade marks non-infringement; no implied rights to trade marks; trade marks upon termination.CustomerTrade MarksThird Party Materials : incorporation of third party materials into deliverables; licensing of third party materials.- Representatives: instructions given by first party representatives; instructions given by second party representatives.
- Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
- Reversion of assignments and licences: licences and assignments are subject to payments; reversion of assignments and termination of licences.
- 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 delete confidential information following termination; confidentiality obligations after termination.
- Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
- Data protection: compliance with data protection laws; warranty of Customer's right to disclose personal data (GDPR); details of personal data processed bythe Provider(GDPR); purposes of processing of personal data bythe Provider(GDPR); duration of personal data processing byProvider(GDPR); personal data processed byProvideron instructions (GDPR); authorised international transfers of personal data (GDPR); informingCustomerof illegal instructions (GDPR); personal data processed byProvideras required by law (GDPR); confidentiality obligations onProviderpersons processing personal data (GDPR); security of personal data processed byProvider(GDPR); appointment of sub-processor byProvider(GDPR); authorisation forProviderto appoint sub-processors (GDPR);Providerto assist with exercise of data subject rights (GDPR);Providerto assist with compliance (GDPR); obligation to notifyCustomerof personal data breach (GDPR);Providerto provide data protection compliance information (GDPR); deletion of personal data byProvider(GDPR);Providerto allow audit (GDPR); changes to data protection law.
- Warranties: standard of services; first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- 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.
- 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; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
Force Majeure Event : obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
- Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
- Notices: contractual notices must be in writing; methods of sending contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
- Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed.
- Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
- Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
- Law and jurisdiction: governing law; jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (CONTRACT INFORMATION)
Minimum Term : minimum term prompt.- Representatives: first party representatives; second party representatives.
- Contractual notices: prompt for first party contractual notice address details; prompt for second party contractual notice address details.
SCHEDULE 2 (PHOTOGRAPHY SERVICES)
- Obligation to provide
Photography Services : conditional obligation to provide photography services. - Permissions: photographic permissions to be obtained by Provider; photographic permissions to be obtained byCustomer; form of permissions; provision of copy permissions; parties unable to obtain permission.
Photography Deliverables : obligation to deliver photography deliverables; feedback on photography deliverables; timetable for delivery of photography deliverables; photography deliverables warranties.- Prints: creation and delivery of prints; prices for prints; risk and title in prints; warranties relating to prints.
Intellectual Property Rights : assignment of intellectual property rights in photographic deliverables; licence to use photography deliverables.- Moral rights: waiver of moral rights in photographic deliverables; assertion of moral right of paternity in photographic deliverables; acknowledgement of assertion of right of paternity in photographic deliverables; moral rights in private or domestic photographs; agreed exceptions to moral rights in private or domestic photographs.
- Termination of
Photography Services : termination of photography services by either party; consequences of termination of photography services; photography services on terminationthis Agreement.
SCHEDULE 3 (WEB DESIGN AND DEVELOPMENT SERVICES)
- Obligation to provide
Development Services : conditional obligation to provide web development services. Development Services : timetable for website development and delivery; delays in development services consequent upon second party delays; website development coding standards; keep second party informed of development services progress; feedback on website; availability of website to second party during development; website and documentation upon early termination.- Acceptance procedure: obligations to make available website and carry our acceptance tests; licence to conduct website acceptance tests; assistance with acceptance tests; notification of results of acceptance tests; website deemed to pass acceptance tests; information upon notice of failure to pass acceptance tests; consequences of website acceptance test failure; number of acceptance testing rounds; consequences of acceptance of website.
Intellectual Property Rights : assignment of IPR in website and documentation; licence to use website and documentation; mixed assignment and licence of rights (website); waiver of moral rights in website and documentation. : inclusion of credit forProviderCreditProvideron website; retention of website credit forProvider.- Warranties: website warranties; warranty of legality of website and documentation; website and documentation IPR infringement warranty; breach of website infringement warranty.
- Acknowledgements and warranty limitations: website not error free; website not entirely secure; website compatibility is limited; no legal etc advice with website.
- Non-compete: non-compete in respect of website; legitimate interest in non-compete.
- Termination of
Development Services : termination of web development services by either party; consequences of termination of web development services; development services on terminationthis Agreement.
SCHEDULE 4 (HOSTING SERVICES)
- Obligation to provide
Hosting Services : conditional obligation to provide hosting services. Hosting Services : creation of hosting services account; grant of right to use hosting services; limitations on use of hosting services account; prohibitions on the use of the hosting services account; prevention of unauthorised access to hosting services account; availability of hosting services and SLA ; no access to hosting platform code; suspension of hosting services.- Use of
Hosting Services : hosting services resource limitations; additional charges when exceeding hosting services resource limitations; technological measures enforcing hosting services resource limitations; hosting services acceptable use policy; anti-spam reporting; no damaging use of hosting services; no unlawful use of hosting services; software uploaded to hosting platform; consequences of breach of hosting services usage rules. - Scheduled maintenance: right to suspend hosting services for scheduled maintenance; notice of scheduled maintenance to hosting services; times for provision of scheduled maintenance; maximum aggregate time for scheduled maintenance.
Hosted Data : licence of hosted data; warranties relating to hosted data; back-up of hosted data; restoration of hosted data;Customerresponsibility for hosted data back-ups.- Termination of
Hosting Services : termination of hosting services by either party; consequences of termination of hosting services ; hosting services on terminationthis Agreement; hosted data upon termination.
ATTACHMENT 1 (AVAILABILITY SLA)
ATTACHMENT 2 (ACCEPTABLE USE POLICY)
SCHEDULE 5 (WEB SUPPORT AND MAINTENANCE SERVICES)
- Obligation to provide
Support Services andMaintenance Services : conditional obligation to provide web support and maintenance. 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 terminationthis Agreement.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 terminationthis Agreement.- Minimum
Services commitment: minimum charges for support and maintenance services.
ATTACHMENT 1 (SUPPORT SLA)
ATTACHMENT 2 (MAINTENANCE SLA)
SCHEDULE 6 (WEB MARKETING SERVICES)
- Obligation to provide web marketing services: obligation to provide web marketing services.
Search Marketing Services : search marketing services undertaking; acknowledgements relating to search marketing services; no performance guarantees for search marketing services.Advertising Management Services : advertising management services objectives;Customerobligation to supply marketing material; notice of form of advertisements; approval or rejection of advertisements; right to request removal of advertisement;Providerresponsible for paying charges for advertisements;Customerresponsibile for paying charges for advertisements; mixed responsibility for paying charges for advertisements.Email Marketing Services : email marketing lists provided byCustomer.Social Media Marketing Services : compliance with social media terms and conditions; no performance guarantees for social media marketing services.- Customerweb marketing obligations:Customerweb marketing obligations; web marketing resources consequences.
Marketed Websites : access to marketed websites; restrictions on changes to marketed websites; marketed websites legality.Online Accounts :Provideronline accounts;Customeronline accounts; new online accounts; online accounts: parties may agree derogations from defaults.Intellectual Property Rights : assignment of intellectual property rights in web marketing deliverables; licence to use web marketing deliverables; waiver of moral rights in web marketing deliverables.- Termination of these
Services : termination of services under part by either party; consequences of termination of services; services under part on terminationthis Agreement.
SCHEDULE 7 (DATA PROCESSING INFORMATION)
- Categories of data subject: prompt for categories of data subject.
- Types of
Personal Data : prompt for types of personal data. - Purposes of processing: prompt for personal data processing purposes.
- Security measures for
Personal Data : prompt for security measures for personal data. - Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.
SCHEDULE 8 (FORM OF
- Specification of
Photography Services : specification of services prompt; details of photographic permissions. - Specification of
Development Services : specification of website prompt; specification of services prompt; prompt for identification of third party materials; prompt for identification of second party materials. - Specification of
Hosting Services : specification of services prompt. - Specification of
Support Services andMaintenance Services : specification of services prompt; identification of supported website prompt. - Specification of
Web Marketing Services : specification of services prompt. - Timetable: timetable prompt.
- Financial provisions: financial provisions prompt. Execution of statement of work under framework agreement preamble; execution of contract by first party (individual, company or partnership); signature line: first; execution of contract by second party (individual, company or partnership); signature line: second.
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