Web services and photography agreement

Web services and photography agreement contents

1. Definitions: definitions.
2. Term: commencement of term; end of term; agreement of statements of work; each order forms part of contract.
3. Services: services to be agreed in statement of work; devotion of personnel to services; keeping customer informed of services; services: compliance with internal policies;
   Provider
   to determine details of services; suspension of services.
4. Customer
   obligations: general second party obligations; access to computer systems; third party software licences; responsibility for passwords.
5. Customer
   Materials: supply of second party materials; licence of
   Customer
   materials; warranties relating to second party materials.
6. Customer
   Trade Marks: 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.
7. Third Party Materials: incorporation of third party materials into deliverables; licensing of third party materials.
8. Representatives: instructions given by first party representatives; instructions given by second party representatives.
9. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
10. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
11. Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
12. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
13. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
14. Reversion of assignments and licences: licences and assignments are subject to payments; reversion of assignments and termination of licences.
15. 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.
16. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
17. Data protection: compliance with data protection laws; warranty of
    Customer
    's right to disclose personal data (GDPR); details of personal data processed by 
    the Provider
     (GDPR); purposes of processing of personal data by 
    the Provider
     (GDPR); duration of personal data processing by
    Provider
    (GDPR); personal data processed by
    Provider
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Customer
     of illegal 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); obligation to notify 
    Customer
    of personal data breach (GDPR);
    Provider
     to provide data protection compliance information (GDPR); deletion of personal data by 
    Provider
     (GDPR);
    Provider
     to allow audit (GDPR); changes to data protection law.
18. Warranties: standard of services; first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
19. 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.
20. 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.
21. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
22. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
23. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract.
24. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
25. 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.
26. Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
27. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
28. Assignment: assignment by first party; assignment by second party.
29. No waivers: no unwritten waivers of breach; no continuing waiver.
30. Severability: severability of whole; severability of parts.
31. Third party rights: third party rights: benefit; third party rights: exercise of rights.
32. Variation: variation in writing and signed.
33. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
34. Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
35. Law and jurisdiction: governing law; jurisdiction.
36. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (CONTRACT INFORMATION)

1. Minimum Term: minimum term prompt.
2. Representatives: first party representatives; second party representatives.
3. Contractual notices: prompt for first party contractual notice address details; prompt for second party contractual notice address details.

SCHEDULE 2 (PHOTOGRAPHY SERVICES)

1. Obligation to provide Photography Services: conditional obligation to provide photography services.
2. Permissions: photographic permissions to be obtained by 
   Provider
   ; photographic permissions to be obtained by 
   Customer
   ; form of permissions; provision of copy permissions; parties unable to obtain permission.
3. Photography Deliverables: obligation to deliver photography deliverables; feedback on photography deliverables; timetable for delivery of photography deliverables; photography deliverables warranties.
4. Prints: creation and delivery of prints; prices for prints; risk and title in prints; warranties relating to prints.
5. Intellectual Property Rights: assignment of intellectual property rights in photographic deliverables; licence to use photography deliverables.
6. 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.
7. Termination of Photography Services: termination of photography services by either party; consequences of termination of photography services; photography services on termination 
   this Agreement
   .

SCHEDULE 3 (WEB DESIGN AND DEVELOPMENT SERVICES)

1. Obligation to provide Development Services: conditional obligation to provide web development services.
2. 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.
3. 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.
4. 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.
5. Provider
   Credit: inclusion of credit for
   Provider
    on website; retention of website credit for 
   Provider
   .
6. Warranties: website warranties; warranty of legality of website and documentation; website and documentation IPR infringement warranty; breach of website infringement warranty.
7. Acknowledgements and warranty limitations: website not error free; website not entirely secure; website compatibility is limited; no legal etc advice with website.
8. Non-compete: non-compete in respect of website; legitimate interest in non-compete.
9. Termination of Development Services: termination of web development services by either party; consequences of termination of web development services; development services on termination 
   this Agreement
   .

SCHEDULE 4 (HOSTING SERVICES)

1. Obligation to provide Hosting Services: conditional obligation to provide hosting services.
2. 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.
3. 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.
4. 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.
5. Hosted Data: licence of hosted data; warranties relating to hosted data; back-up of hosted data; restoration of hosted data;
   Customer
    responsibility for hosted data back-ups.
6. Termination of Hosting Services: termination of hosting services by either party; consequences of termination of hosting services ; hosting services on termination 
   this Agreement
   ; hosted data upon termination.

ATTACHMENT 1 (AVAILABILITY SLA)

ATTACHMENT 2 (ACCEPTABLE USE POLICY)

SCHEDULE 5 (WEB SUPPORT AND MAINTENANCE SERVICES)

1. Obligation to provide Support Services and Maintenance Services: conditional obligation to provide web support and maintenance.
2. 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
    .
3. 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
    .
4. Minimum Services commitment: minimum charges for support and maintenance services.

ATTACHMENT 1 (SUPPORT SLA)

ATTACHMENT 2 (MAINTENANCE SLA)

SCHEDULE 6 (WEB MARKETING SERVICES)

1. Obligation to provide web marketing services: obligation to provide web marketing services.
2. Search Marketing Services: search marketing services undertaking; acknowledgements relating to search marketing services; no performance guarantees for search marketing services.
3. Advertising Management Services: advertising management services objectives;
   Customer
    obligation to supply marketing material; notice of form of advertisements; approval or rejection of advertisements; right to request removal of advertisement;
   Provider
    responsible for paying charges for advertisements;
   Customer
   responsibile for paying charges for advertisements; mixed responsibility for paying charges for advertisements.
4. Email Marketing Services: email marketing lists provided by 
   Customer
   .
5. Social Media Marketing Services: compliance with social media terms and conditions; no performance guarantees for social media marketing services.
6. Customer
    web marketing obligations:
   Customer
    web marketing obligations; web marketing resources consequences.
7. Marketed Websites: access to marketed websites; restrictions on changes to marketed websites; marketed websites legality.
8. Online Accounts:
   Provider
    online accounts;
   Customer
    online accounts; new online accounts; online accounts: parties may agree derogations from defaults.
9. 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.
10. Termination of these Services: termination of services under part by either party; consequences of termination of services; services under part on termination 
    this Agreement
     .

SCHEDULE 7 (DATA PROCESSING INFORMATION)

1. Categories of data subject: prompt for categories of data subject.
2. Types of Personal Data: prompt for types of personal data.
3. Purposes of processing: prompt for personal data processing purposes.
4. Security measures for Personal Data: prompt for security measures for personal data.
5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.

SCHEDULE 8 (FORM OF STATEMENT OF WORK)

1. Specification of Photography Services: specification of services prompt; details of photographic permissions.
2. 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.
3. Specification of Hosting Services: specification of services prompt.
4. Specification of Support Services and Maintenance Services: specification of services prompt; identification of supported website prompt.
5. Specification of Web Marketing Services: specification of services prompt.
6. Timetable: timetable prompt.
7. 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.