Maintenance and Hosting
This Website Hosting and Maintenance Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all monthly website maintenance services (hereinafter collectively referred to as “Maintenance Services”) ordered by Client.
Term and Termination
This Agreement shall be effective as of the time frame Client signs up for Hosting and Maintenance Services. Either party may terminate this Agreement upon 30 days of written notice if the other party breaches any material obligation provided hereunder. The breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Techniciti immediately if a) the Client fails to pay any fees hereunder, or b) if the Client fails to cooperate with Techniciti or hinders Techniciti’s ability to perform the Hosting and Maintenance Services hereunder.
Techniciti agrees to provide the Client with Maintenance Services as described in this Agreement. Maintenance Services include:
- Updates to the Client’s content management system, including plugins and themes.*
- Cloud backup of website on a daily, weekly, or monthly basis, depending on Maintenance Package purchased.*
- Recovery of website files from backups.*
- Uptime monitoring (if included in package purchased).*
- Regular security scans (if included in package purchased).*
- Updates to text, images, and other minor changes to the Client’s website pages. The amount of time dedicated to these tasks each month will be determined by the Client’s Maintenance Package at signup time.
- Any website support requests, above and beyond those outlined in the package, or WordPress/Joomla/Content Management System questions and emails requiring a response by Techniciti will count towards the monthly allotted time.
- Individual service levels and response times are negotiated with each client, depending on individual site requirements, by email and serve as an addendum to this agreement.
*These are tasks that are completed throughout the month. Some items, such as updates, only occur when necessary and when we know the update is a stable version and safe to install.
Malware, Spam, or Malicious Code
- Removal of malware, spam, and malicious code from Client’s website will be managed for clients who are on a maintenance plan at the time of infection if the infection is not caused by security breaches such as password leaks or insecure password and/or Client uploads.
- Removal of malware, spam, and malicious code, including working with Google or other search engines on the Client’s behalf to solve any infection issues related to their services, will be charged separately, at our usual hourly rates.
Fees, Limitations on Refunds and Cancellation Fees
The Client agrees to pay Techniciti any fee(s) as billed per this Agreement. The fee(s) must be received before the start of any Maintenance Services. The client further agrees that, in the event of any termination of this agreement by the Client, no refunds shall be given under any circumstances whatsoever. The client further agrees to pay upon cancellation any other amounts due to Techniciti for work provided at client’s request above and beyond the monthly allotted time of the monthly agreement.
To provide these services, the Client agrees:
- To answer any questions from Techniciti regarding work on the website, promptly.
- To provide Techniciti with access to its website to provide Maintenance Services.
- To properly convey to Techniciti the information about content updates (if the Maintenance Package covers these).
- To provide Techniciti access their web hosting account, providing active user name/password combinations for access to the server via (S)FTP, assuring that correct permissions are in place on hosting provider.
The Client understands, acknowledges and agrees that:
- The Client understands that all work for monthly maintenance tasks will be scheduled according to Techniciti’s workflow. We have a process and maintain sites for many clients; therefore, all website updates work that counts towards your monthly time allowance are done on a scheduled basis, except in the case of emergencies.
- The amount of time allocated for updates to text, images, and other minor changes, is determined by the Maintenance Package purchased and billed in hourly increments.
- Once the time allocated in their Maintenance Package has been reached for the month, any unfinished tasks on the Client’s task list will be rolled into the next month for processing.
- All monthly updates are scheduled at our convenience and per our timetable and workflow.
- Should the Client wish to have additional tasks completed in the same month, they will be billed on an hourly basis of 100€ per hour or at the agreed local exchange rate.
- The Client understands that if they provide Techniciti with a maintenance task and the task has been completed. Then they wish to make changes to the task, any additional time to make these changes will count towards the monthly allowance of time.
- Website updates exclude but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
- CMS design, integration of plugins that require intensive configuration, or programming of things that require extensive time to set up, including but not limited to blogs, shopping carts, API integrations with third-party services, and web forums are not considered “minor” changes and therefore are not included in the Maintenance Agreement. These will require a separate design or development agreement.
- This Maintenance Agreement does not include training on using your website, WordPress, Joomla, CMS or email, but we can provide training at additional cost.
- This Maintenance Agreement does not include search engine optimization (SEO), training on SEO, or other online digital marketing.
- All communications will be made during regular business hours, Monday through Friday from 9:00 AM to 5:30 PM (CET).
- If the Client’s website is not hosted with Techniciti, we have no control over the Client’s hosting company regarding server downtime, incompatibilities with software, PHP compatibility issues, etc.
- If the Client’s email accounts are not hosted with Techniciti, we cannot aid with email issues or troubleshooting local IT problems and issues. Our role is to maintain and keep the Client’s website running at its optimal capabilities.
- Techniciti has no control over the policies of search engines or directories concerning the type of sites and/or content they accept now or in the future. The Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
- Unused time is not accumulative and does not transfer from month to month. Maintenance Services time is strictly month to month.
- Techniciti is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
- Techniciti is not responsible for changes made to the Client’s web site(s) by other parties, including the Client themselves.
- During this contract’s duration, the Client agrees that Techniciti will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the web site’s code. If a party, including the Client, other than Techniciti, changes the web site’s code, any created errors must be repaired and charged for at the hourly rate specified above.
- Techniciti is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
- Techniciti will not repair the Client’s website(s) that became compromised, hacked, or otherwise defaced or infected before Maintenance Services’ implementation.
Additional services not listed herein will be provided for a fee (100€ per hour for development services and content updates). Search engine optimization (SEO), developing new content, or writing new copy for Client is not included in Maintenance Packages but can be negotiated separately.
The Client shall indemnify Techniciti (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Techniciti as a result of any claim, judgment, or adjudication against Techniciti related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Techniciti (the “Client Content”), or (b) a claim that Techniciti’ use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, Techniciti must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defence and all related negotiations.
Disclaimer of All Other Warranties
Techniciti does not warrant that the maintenance services will meet the client’s expectations or requirements. The entire risk as to the quality and performance is with the Client. Except as otherwise specified in this agreement, Techniciti provides its services “as is” and without warranty of any kind. The parties agree that (a) the limited warranties outlined in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason is unenforceable. That provision shall be deemed severable from this agreement and shall not affect any remaining provisions’ validity and enforceability.
In no event shall Techniciti be liable to the Client for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. Techniciti makes no warranty of any kind, whether express or implied, concerning third-party products, third party content or any software, equipment, or hardware obtained from third parties.
The Client makes the following representations and warranties for the benefit of Techniciti:
- Client represents to Techniciti and unconditionally guarantees that Client owns any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Techniciti, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Techniciti and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
- The Client guarantees to Techniciti and unconditionally guarantees that the Client’s website has not been compromised, hacked, or otherwise defaced or infected before ordering Maintenance Services.
- The Client guarantees Client owns any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Techniciti for inclusion on the website above, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Techniciti and its subcontractors from any liability or suit arising from the use of such elements.
- From time to time, governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.
- The Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Techniciti and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under a court order or other lawful processes. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than those specifically provided for this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding the termination or expiration of this Agreement, Techniciti and the Client acknowledge and agree that their confidentiality obligations concerning Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
Neither party will be liable for or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and use commercially reasonable efforts to minimize the event’s impact.
Relationship of Parties
Techniciti, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. The Client does not undertake by this Agreement, or otherwise, to perform any obligation of Techniciti, whether by regulation or contract. In no way is Techniciti construed as the agent or acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
Notice and Payment
Any notice required under this Agreement shall be in writing via traceable email or registered post. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
Agreement Binding on Successors
The Agreement’s provisions shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors, and assigns.
The Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Techniciti. Techniciti reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
By purchasing a Maintenance Package following email exchange, the Client acknowledges that they have read and understood this Agreement and agree to be bound by its terms and conditions.