Parties
(1) (“the Client”) Refers to you.
(2) The Halls Group trading as Halls WebCare located in the United Kingdom with a registered office at The Halls Group, Sunnyhill, Witley, Godalming, Surrey, GU8 5RN.
Background
(A) The Services to be provided by Halls WebCare pursuant to this Agreement include: Security Updates, Plugin and Theme Updates, Backup and Disaster Recovery, Form Testing, Security Scanning, Uptime Monitoring, Malware Removal, Fix Broken Links, Website Performance, Spam Monitoring, Vulnerabilities Scanning, Analytics, Monthly Reports, WordPress Optimised, and Ongoing Support (the “Services”).
(B) The purpose of this Agreement is to set out the terms and conditions under which Halls WebCare will provide the Services to the Client in relation to their websites on Halls Hosting.
1. Definitions
1.1. Agreement means this website maintenance agreement.
1.2. Client Refers to you
1.3. Services means the services listed in clause 1(B) of the Background section.
1.4. Website means the Client websites, that is being hosted on Halls Hosting and they have brought Halls WebCare subscription.
1.5. Fee means the fee payable by the Client to Halls WebCare in accordance with clause Fees and Payment.
1.6. Intellectual Property Rights means all patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.7. Confidential Information means any commercial, financial or technical information, information relating to the Services, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this Agreement.
2. Term and Termination
2.1. Term
The initial term of this Agreement shall be 1 year from the date the order was placed. This Agreement shall automatically renew for successive periods of 1 year unless terminated in accordance with this clause.
2.2. Termination for cause
Either party may terminate this Agreement by giving 30 days’ written notice to the other party if the other party commits a material breach of any term of this Agreement and fails to remedy such breach within the notice period. Material breach shall include non-payment of Fees under this Agreement.
2.3. Termination for insolvency
Either party may terminate this Agreement immediately upon written notice to the other party if the other party becomes insolvent, bankrupt, goes into liquidation or has a receiver or administrator appointed over any of its assets.
2.4. Termination on notice by the Client
Termination of services by the client must be formally requested via Halls Hosting. To do this, please click here to follow our help guide.
Under no circumstances will we process the request on your behalf. You must initiate the cancellation via our website. This security measure is in place, and we do not accept cancellation requests via phone, email, social media chats, or WhatsApp.
The Client may terminate this Agreement at any time by giving Halls WebCare 30 days’ written notice.
2.5. Termination on notice by Halls WebCare
Halls WebCare may terminate this Agreement by giving the Client 30 days’ written notice if continued provision of the Services becomes impractical or unviable for legal or regulatory reasons.
Halls WebCare shall be entitled to suspend the Client’s right of access to any or all of the Platform if any Fees payable by the Client under this Agreement remain unpaid after the due date, having given the Client 7 days’ written notice of its intention to suspend access for non-payment. Halls WebCare shall restore the Client’s access to the Platform as soon as reasonably practicable after receipt of the unpaid Fees.
If we have paid for plugins on your website, we will remove these from your site before backing up your website. This is because the paid plugins are on a subscription paid by us.
2.6. Effect of termination
Upon termination of this Agreement all rights and licenses granted under this Agreement shall cease immediately and any accrued rights or liabilities of a party shall not be affected.
3. Services
3.1. Scope of Services. Halls WebCare shall provide the following services to the Client:
(a) Security Updates
(b) Plugin and Theme Updates
(c) Backup and Disaster Recovery
(d) Form Testing
(e) Security Scanning
(f) Uptime Monitoring
(g) Malware Removal
(h) Fix Broken Links
(i) Website Performance
(j) Spam Monitoring
(k) Vulnerabilities Scanning
(l) Analytics
(m) Monthly Reports
(n) WordPress Optimised
(o) Ongoing Support
3.2. Standards of Service. Halls WebCare shall provide the Services to the Client with reasonable skill, care and diligence in accordance with best industry practice.
3.3. Client Cooperation. The Client shall provide Halls WebCare with all necessary access to the Website, information, materials and assistance reasonably required by the Service Provider to enable it to perform the Services.
3.4. Additional Services. The parties may agree in writing that Halls WebCare shall provide additional services to the Client.
3.5. Subcontracting. Halls WebCare shall be entitled to subcontract any of the Services to a third party, provided it ensures such subcontractor is subject to the same duties as Halls WebCare under this Agreement.
4. Service Level Agreement
4.1. Uptime guarantee. Halls WebCare guarantees the Website[s] will be available online and functioning at least 99% of the time each month, excluding scheduled maintenance under clause 4.3.
4.2. Response times. Halls WebCare will respond to support requests within the following timeframes:
(a) Any priority within 24 hours,
with response times measured from the time the support request is logged with Halls WebCare
4.3. Scheduled maintenance. Halls WebCare may take the Website[s] offline for maintenance for up to 2 hoursproviding at least 48 hours’ notice to the Client.
(a) If there is an emergency and we have to take the Website[s] offlince/maintance mode we will and alert the client as quickly as possible.
(b) Emergency action maybe becuase – Human Error, Coding Error, Hosting Hardware Problems, DNS Issue, DDOS Attack, Bad Plugin, CMS (Content Management System)
4.4. Service availability. Subject to clauses 4.1, 4.3 and 4.5, the Services will be available 24/7/365.
4.5. Remediation. If Halls WebCare fails to meet the service levels in this clause 4, it will use reasonable endeavours to remedy the failure as soon as practicable and in accordance with its published support service level agreements.
4.6. Monitoring and reporting. Halls WebCare will monitor the Website[s] using specific tools and provide monthly reports to the Client detailing availability, performance and any issues against the service levels set out in this clause 4.
5. Fees and Payment
5.1. Fees. In consideration of the provision of the Services by Halls WebCare:
(a) Halls WebCare offers two distinct payment plans for the services provided under this Agreement: (i) Monthly Plan, which requires payments to be made monthly with a set up fee; (ii) Annual Plan, which requires payments to be made annually with no set up fee; and each plan is designed to meet the diverse financial preferences and needs of the Client.
(b) The Monthly plan the fee will be £20.00 per month for 12 months, totaling £240, plus a one-time setup fee of £20.00
(c) The Annual plan the fee will be £220 for the year, with no setup fee.
5.2. Payment Schedule
(a) Monthly Plan – £15 plus £150 set up fee must be made before any work has started.
(b) Annual Plan – £320 payment must be made before any work has started.
5.3. Late Payment
(a) In the event of late payment, a late fee of £10 will be added to the invoice.
5.4. Invoicing and payment.
(a) Halls WebCare shall invoice the Client monthly in advance.
(b) Halls Hosting, our sister company, will handle all invoicing related to the subscription and hosting.
(c) All invoices are must be paid by the due date.
5.5. Fee changes. The Service Provider reserves the right to increase its fees annually with effect from each anniversary of the renewal date by giving the Client one months notice in writing of such increase.
5.6. Suspension of Services. Without prejudice to any other right or remedy available, Halls WebCare reserves the right to suspend the Services for non-payment of undisputed fees or expenses which are due and payable after 7 days from the date of notice of non-payment by Halls WebCare.
6. Confidentiality
6.1. Confidential Information. For the purposes of this Agreement, “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, but not be limited to, the terms of this Agreement, business plans, technical data, product ideas, personnel lists and business and marketing plans.
6.2. Restrictions on Use and Disclosure. The Receiving Party shall keep all Confidential Information of the Disclosing Party strictly confidential and shall not disclose such Confidential Information to any third parties. The Receiving Party shall only use the Confidential Information for the purposes of performing its obligations under this Agreement. The Receiving Party shall ensure that its employees, agents and subcontractors are bound by the same obligations as the Receiving Party with respect to the protection and unauthorized use or disclosure of Confidential Information.
6.3. Exclusions. The foregoing restrictions on use and disclosure shall not apply to any information that: (a) is or becomes publicly known through no wrongful act of the Receiving Party; (b) is already rightfully known by the Receiving Party without restriction prior to disclosure hereunder; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information and without breach of this Agreement; or (d) is rightfully obtained by the Receiving Party from third parties without restriction.
6.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by law or court order, provided that the Receiving Party promptly notifies the Disclosing Party of the required disclosure and cooperates reasonably with the Disclosing Party, at the Disclosing Party’s expense, in any efforts to contest or limit the scope of such required disclosure.
6.5. Return of Confidential Information. The Receiving Party shall return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first.
7. Intellectual Property
7.1. Ownership of intellectual property.
(a) The Client owns all intellectual property rights in the Website, domain names, trademarks, content, databases and other materials provided or made available by the Client to Halls WebCare for the purposes of this Agreement.
(b) Nothing in this Agreement assigns any intellectual property rights to Halls WebCare, or grants to Halls WebCare any rights to use the Client’s intellectual property other than as specifically set out in this Agreement.
7.2. Ownership of bespoke software or code.
(a) Any bespoke software, code, scripts or other materials developed by Halls WebCare specifically for the purposes of providing the Services under this Agreement shall remain the sole property of Halls WebCare.
(b) The Client is granted a non-exclusive, non-transferable, revocable licence to use such software, code, scripts or other materials solely for the purposes of receiving the Services under this Agreement.
7.3. Restrictions on use of intellectual property.
(a) Neither party may use, copy, modify or distribute the other party’s intellectual property without the other party’s prior written consent.
(b) Halls WebCare may not use the Website or any of the Client’s content or other intellectual property for any purpose other than providing the Services under this Agreement.
7.4. Licence to use intellectual property.
(a) The Client grants Halls WebCare a non-exclusive, non-transferable, revocable licence to use, copy, store, transmit and display the Website, content, databases and other materials provided by the Client, solely for the purposes of providing the Services under this Agreement.
(b) The licence granted under clause 7.4.1 shall expire upon termination of this Agreement.
7.5. Notification of infringement. Each party shall promptly notify the other in writing upon becoming aware of any actual, threatened or suspected infringement of the other party’s intellectual property rights.
8. Limitation of Liability
8.1. Exclusion of liability for consequential loss. Halls WebCare shall not be liable for any indirect, special or consequential loss or damage including but not limited to loss of profits, loss of business, depletion of goodwill etc.
8.2. Cap on total liability. The total aggregate liability of Halls WebCare for all claims arising from or relating to this Agreement shall be limited to the total Fees paid/payable by the Client in the 12 months preceding the claim.
8.3. Exceptions. The limitations in this clause shall not apply to liability arising from Halls WebCare’s fraud, death or personal injury caused by its negligence or any other liability which cannot be limited or excluded by law.
8.4. Duty to mitigate. The Client shall take reasonable steps to mitigate any loss or damage which it may suffer.
8.5. Time limit for claims. The Client must notify any claims against Halls WebCare within 3 months of the cause of action arising, failing which Halls WebCare shall have no liability for the claim.
9. Indemnification
9.1. Client Indemnity. The Client shall indemnify Halls WebCare against all claims, losses, damages, costs and expenses incurred by Halls WebCare arising from the Client’s breach of this Agreement or negligence.
9.2. Halls WebCare Indemnity. Halls WebCare shall indemnify the Client against all claims, losses, damages, costs and expenses incurred by the Client arising from the Service Provider’s breach of this Agreement, negligence or failure to comply with applicable laws including but not limited to the Data Protection Act 2018.
9.3. Limitation of Liability. Subject to clause 9.1 and 9.2, neither party shall be liable to the other for any indirect, special or consequential losses. Halls WebCare’s total liability shall be limited to the total Fees paid under this Agreement in the 12 months preceding the claim.
9.4. Notification of Claims. Each party shall promptly notify the other of any claims from third parties relating to this Agreement. The indemnifying party shall have sole conduct of any proceedings and the indemnified party shall provide reasonable assistance in connection with such proceedings.
10. Relationship of Parties
10.1. Status of parties. Nothing in this Agreement shall be deemed to constitute a partnership, joint venture or establishment of a franchise between the parties. The relationship of Halls WebCare to the Client shall be that of an independent contractor.
10.2. Non-exclusivity. The Client is free to obtain services similar to the Services from other parties. Halls WebCare r is free to provide services to other parties that may compete with the Client.
10.3. Authority of parties. Neither party shall act or make representations as an agent of the other. Neither party shall pledge the credit of or otherwise bind the other party in any way.
10.4. Taxes. Each party shall be responsible for paying their own income, sales, use, excise, property or other taxes or duties.
10.5. Employees/subcontractors. Halls WebCare’s employees/subcontractors are not to be regarded as employees of the Client. Halls WebCare is responsible for all employment obligations for its employees/subcontractors.
11. Force Majeure
11.1. Definition of Force Majeure. For the purposes of this Agreement, “Force Majeure” shall mean any event or circumstance beyond the reasonable control of either party including war, civil unrest, natural disasters, fire, flood or any other event that prevents a party from performing its obligations under this Agreement.
11.2. Suspension of obligations. A party’s obligations under this Agreement are suspended to the extent that party is prevented from performing them by Force Majeure.
11.3. Notification. If a party is affected by Force Majeure it must notify the other party without undue delay giving details and full particulars of the Force Majeure and the reasons why the Force Majeure prevents the affected party from performing its obligations under this Agreement and the expected duration of the Force Majeure.
11.4. Termination. If the Force Majeure continues for more than 30 days either party may terminate this Agreement by written notice to the other party.
11.5. Payment obligations. The obligation to make payments of Fees shall continue notwithstanding the occurrence of Force Majeure.
11.6. No liability. Neither party shall have any liability to the other for any losses arising from any delay or failure to perform its obligations under this Agreement due to Force Majeure.
11.7. Burden of proof. The affected party bears the burden of proving that the Force Majeure event prevents performance of its obligations.
12. Notices
12.1. Method of service – Any notice given under this Agreement shall be in writing and may be served by personal delivery, recorded delivery or commercial courier, or email, to the party due to receive such notice.
12.2. Address for service – The address for service of notices shall be the registered address of the parties as set out in this Agreement or such other address as either party may notify to the other from time to time.
12.3. Deemed receipt – A notice served by recorded delivery or commercial courier shall be deemed to have been received on the date of delivery as recorded by the postal operator or courier. A notice served by email shall be deemed to have been received on the date of transmission if transmitted before 17:00 on a business day, or on the next business day if transmitted after 17:00 or on a non-business day.
12.4. Proof of service – In proving service of a notice by recorded delivery or commercial courier, it shall be sufficient to show that the envelope containing the notice was properly addressed, recorded and posted. In proving service of a notice by email, it shall be sufficient to produce a copy of the transmission report from the sender’s email system.
12.5. Change of details – Either party may update their address for service of notices by providing written notice to the other party in accordance with this clause.
13. Dispute Resolution
13.1. The parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with this Agreement within 30 days of either party notifying the other of the dispute.
13.2. If the dispute is not resolved by negotiation, the parties will attempt to settle it by mediation.
13.3. To initiate the mediation, a party must give notice in writing to the other party, referring the dispute to mediation.
13.4. If there is any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, which cannot be resolved by mediation or the parties fail to initiate mediation within 30 days of notice being served, the dispute shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules, which rules are deemed to be incorporated by reference into this clause.
13.5. The number of arbitrators shall be one.
13.6. The seat, or legal place, of arbitration shall be London, England.
13.7. The language to be used in the arbitration shall be English.
13.8. The courts of England and Wales shall have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out of, or in connection with, this Agreement (including non-contractual claims).
13.9. Nothing in this Dispute Resolution clause shall prevent either party from applying at any time to the court for interim or interlocutory relief.
13.10. Each party shall bear their own costs incurred in the mediation and the parties shall share equally the costs of the mediator.
13.11. The costs of any arbitration or court proceedings shall be at the discretion of the arbitrator/court.
13.12. Nothing in this Dispute Resolution clause shall prevent the parties fulfilling their respective obligations under this Agreement during the resolution of a dispute.
14. General Provisions
14.1. Whole Agreement. This Agreement constitutes the whole agreement between the parties and supersedes any prior arrangement, understanding or agreement between them relating to the subject matter of this Agreement.
14.2. Variation. No variation or agreed termination of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.3. Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
14.4. Severance. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
14.5. No Partnership. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
14.6. Third Party Rights. No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
14.7. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales. IN WITNESS whereof this Agreement has been duly executed by the parties hereto and is intended to be and is hereby delivered on the date first above written.
