Website Maintenance Terms & Conditions

Hughes & Co Design Maintenance Terms and Conditions 

This Maintenance agreement is between is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all website maintenance services (hereinafter collectively referred to as “Maintenance Services”) ordered by Client. 

The Client is contracting Hughes & Co Design as a provider of website maintenance services for a 12-month period. Services not considered ‘website maintenance’ are subject to be charged at a regular hourly rate and will not be considered part of this contract.  

This Agreement may be terminated by either party upon 30 day written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Hughes & Co Design immediately if (i) Client fails to pay any fees hereunder; or (ii) if Client hinders Hughes & Co Design in their ability to perform services or fails to cooperate. 

What IS included in this agreement: 

1. Regular monitoring and updating to ensure optimum performance across all major browsers. 

1. Regular security scans. 

1. Regular backups of Client website so that it may be fully restored in case of loss. 

1. Updates to Client content management core system, including third party plugins, bespoke functionality and themes.  

What is NOT included in this agreement: 

1. Additions or changes to client content on the website  

1. Web site redesign, re-alignment or re-development to web pages  

1. Developing website functionality or additional code or integration of third party plugins including but not limited to blogs, shopping carts and web forums.  

Fees; Limitations on Refunds and Cancellation Fees 

Client agrees to pay Hughes & Co Design any and all fee(s) as billed in accordance with this agreement, fee(s) must be received at the start of any maintenance services. The client further agrees that, in the event of any termination of this agreement by client, no refunds shall be given under any circumstances whatsoever in so much as the time spent in providing maintenance services is rarely on a strictly straight line pro-rata basis, with larger sections of work been undertaken and different points during the 12 month agreement. 

Client Responsibilities 

For the purposes of Hughes & Co Design to provide these services, Client agrees: 

• To answer any questions from Hughes & Co Design, in regard to task work on website, promptly. 
• To allow Hughes & Co Design access to its website for the purpose of providing Maintenance Services. 

• To properly convey to Hughes & Co Design information about content updates. 
• To provide Hughes & Co Design access their web hosting account (if the Client website is not hosted by Hughes & Co Design), providing active username / password combinations for access to the server via (S)FTP, assuring that correct permissions are in place on hosting provider. 

Client Acknowledgements  

Client understands, acknowledges and agrees that: 

• All work for monthly maintenance tasks will be scheduled according to Hughes & Co Design’s workflow.  
• Failure by Client to answer a question critical to the completion of a task within 5 business days may cause that task to be and moved to the “end of the line” in our workflow. Depending on the time of month, this could cause that task to roll over into the next month’s list of update requests. 
• All updates are scheduled in accordance with our schedule. We have a process and a workflow that we use to maintain all of our clients’ websites in a fair and orderly fashion. The only exception being in the case of Client’s website being totally offline or down, in which case their issue would be considered an ‘emergency’ and would take priority. 
• Hughes & Co Design will acknowledge maintenance requests from Client within 24 hours on weekdays and 48 hours on weekends, via email or phone, with a confirmation that the request was received. Maintenance requests received after 18:00 GMT may not be completed until the next business day. 
• Hughes & Co Design will adhere to all quoted deadlines for the deliverables in the maintenance requests at all possible costs. In the event that Hughes & Co Design has any issues in delivering on a quoted deadline, the Client will be notified via email or telephone the reasoning for any change. 
• CMS design, integration of plugins and configuration, or programming of elements and functionality, including but not limited to blogs, shopping carts, API integrations with third party services, and web forums are not included in the Maintenance Agreement. These require a separate design or development agreement. 
• The Maintenance Agreement does not include training on how to use your website, WordPress, or email, but we can provide training at additional cost. 
• Hughes & Co Design is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc. 
• Hughes & Co Design is not responsible for changes made to Client’s website(s) by other parties, including the Client themselves. 
• If the Client’s website is not hosted with Hughes & Co Design, we have absolutely no control over Client’s hosting company with regard to server downtime, software incompatibilities, PHP compatibility issues, etc. 
• If the Client’s email accounts are not hosted with Hughes & Co Design, we cannot be responsible for Client’s email issues or troubleshooting problems on their own computers and devices. Our role is to maintain and keep Client website running at its optimal capability and are not providing an IT Support service. 
• Throughout the duration of this contract, the Client agrees that Hughes & Co Design will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the website code. If a party, including the Client, other than Hughes & Co Design makes changes to the website code, any errors that occur must be repaired and will be charged for at the hourly rate specified above. 
• Hughes & Co Design is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed. 
• Hughes & Co Design will not repair Client’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to commencing with Maintenance Services. 

Indemnification – Client shall indemnify and hold harmless Hughes & Co Design (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Hughes & Co Design as a result of any claim, judgment, or adjudication against Hughes & Co Design 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 Hughes & Co Design (the “Client Content”), or (B) a claim that Hughes & Co Design’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, Hughes & Co Design 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 – Hughes & Co Design 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 Client, except as otherwise specified in this agreement, Hughes & Co Design provides its services “as is” and without any kind of warranty. The parties agree that (A) the limited warranties set forth 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 unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. 

Limited Liability – in no event shall Hughes & Co Design 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. Hughes & Co Design makes no warranty of any kind, whether express or implied, with regard to any third-party products, third party content or any software, equipment, or hardware obtained from third parties. 

Client Representations – Client makes the following representations and warranties for the benefit of Hughes & Co Design: 

• Client represents to Hughes & Co Design and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork on the Client website are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Hughes & Co Design and its subcontractors from any claim or suit arising from the use of such elements furnished by Client. 
• Client guarantees to Hughes & Co Design and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to commencing Maintenance Services. 
• From time-to-time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. 
• Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Hughes & Co Design and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce. 

Confidentiality – Both 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 court order or other lawful process. 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 as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Hughes & Co Design and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date. 

Force Majeure – 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 will use commercially reasonable efforts to minimize the impact of the event. A Force Majeure event includes any event, act, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: 

• Misuse, alteration or interference by you or any third party of our servers or systems (including virus and hacker attacks); 
• Strikes, lock-outs or other industrial action; 
• Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; 
• Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; 
• Impossibility of the use of public or private telecommunications networks; and 
• acts, decrees, legislation, regulations or restrictions of any government. 

Our performance under the Contract will be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event. 

Relationship of Parties – Hughes & Co Design, 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. Client does not undertake by this Agreement, or otherwise, to perform any obligation of Hughes & Co Design, whether by regulation or contract. In no way is Hughes & Co Design to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding. 

Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered mail, return receipt requested or by Royal Mail. 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. 

Jurisdiction/Disputes – This Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. 

Assignability – Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Hughes & Co Design. Hughes & Co Design reserves the right to assign subcontractors as needed to this project to ensure on-time completion. 

Severability – 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. 

Waiver – 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. 

Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns. 

No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. 

Read, understood and authorised – By purchasing a Maintenance Package, Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.