Web services agreement
This agreement may be used to cover some or all of the following services: website design and development, web hosting, support and maintenance in relation to websites, the provision of domain names and SSL certificates and marketing services relating to websites.
The agreement consists of some general terms and conditions, which apply to all the services, together with a set of services schedules and a special commercial terms schedule.
The provisions in relation to each type of service are set out in a dedicated schedule. This structure makes it easy to edit the agreement so as to exclude a particular service or services. You can do so by removing the relevant services schedule and any relevant sections in the commercial terms schedule. There will usually be no need to touch the general terms and conditions.
This agreement should not be used in relation to B2C contracts, at least without expert adaptation.Ask about this document
Web services 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; 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 of second party materials; warranties relating to second party materials.CustomerMaterials : 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 Marks Third 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 return or destroy 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 and purposes of processing bythe Provider(GDPR); duration of personal data processing byProvider(GDPR); personal data processed byProvideron instructions (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);Providerto provide 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 assymetric); 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.
- Further assurance: further assurance (intellectual property); assistance with registration of intellectual property rights; assistance with proceedings relating to assigned intellectual property.
- Notices: contractual notices must be in writing; methods of sending contractual notices to first party; methods of sending contractual notices to second party; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
- 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 mispresentation; section subject to caveats to limits of liablity.
- 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 (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 3 (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.
ANNEX 1 (AVAILABILITY SLA)
ANNEX 2 (ACCEPTABLE USE POLICY)
SCHEDULE 4 (
- Obligation to provide
Domain Name Services: obligation to provide domain name services specified in an order.
- Registration of domain names: attempts to register domain names; right to reject requests to register domain names; no guarantee that domain name registrations will succeed.
- Maintenance of domain name registrations: maintenance of domain name registrations; Providerhas no responsibility for maintenance of domain name registrations.
- Customerobligations and
Domain Name Services: domain name registration information warranties; obligation to keep domain name information up to date; acknowledgement of publication of WHOIS information; agreement to domain name registry rules; compliance with registration agreements.
- Domain name disputes: no domain name dispute advice; no liability in relation to domain name disputes.
- Termination of
Domain Name Services: termination of domain name services by either party; consequences of termination of domain name services; domain name services on terminationthis Agreement; no rights in domain names upon termination.
SCHEDULE 5 (
- Obligation to provide
SSL Certificate Services: obligation to provide SSL certificate services specified in an order. SSL Certificate Services: purchase and installation of SSL certificates; maintenance of SSL certificate subscriptions;Providerhas no responsibility for maintenance of SSL certificates; SSL certificate information warranty; obligation to keep SSL certificate information up to date; compliance with SSL certificate subscription agreements.
- Termination of
SSL Certificate Services: termination of SSL certificate services by either party; consequences of termination of SSL certificate services; SSL certificate services on terminationthis Agreement; no rights in SSL certificates upon termination.
SCHEDULE 6 (WEB SUPPORT AND MAINTENANCE SERVICES)
- Obligation to provide
Support Servicesand Maintenance 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.
Servicescommitment: minimum charges for support and maintenance services.
ANNEX 1 (SUPPORT SLA)
ANNEX 2 (MAINTENANCE SLA)
SCHEDULE 7 (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;Providerresponsibile 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 8 (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 9 (FORM OF
- Specification of
Services: specification of services prompt.
- Specification of
Website: specification of website prompt; prompt for identification of third party materials; prompt for identification of second party materials.
- Identification of
Supported Website: identification of supported website 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.