Web maintenance agreement

We designed this website maintenance agreement template for use in relation to the provision of a wide range of website support and maintenance services: adding new content to websites, updates to website design and software, back-up of websites, helpdesk services, and technical support services relating to websites.

In exchange for the provision of the support and maintenance services, the customer must pay the charges. These may be fixed, periodic or calculated by reference to the time spent by the provider's personnel performing the services. In the case of time-based changes, optional clauses included in the agreement provide for: (i) the retention and disclosure of timesheets; and (ii) a minimum services commitment.

The clauses relating to maintenance services and those relating to support services are separate, and each set of clauses is supported by an optional service level agreement. When editing the template, you can specify that one class of services may be terminated independently from the other. Alternatively, the only option may be termination of all of the services.

The agreement includes confidentiality obligations on both parties, as well as a personal data processing clause designed to help the parties to comply with UK and EU data protection law.

The website maintenance agreement is in traditional "agreement" form, and should be signed in hard copy by or on behalf of each of the parties.

1. Definitions
2. Term
3. Maintenance Services
4. Support Services
5. Customer obligations
6. No assignment of Intellectual Property Rights
7. Charges
8. Timesheets
9. Minimum Services commitment
10. Payments
11. Confidentiality obligations
12. Warranties
13. Indemnities
14. Limitations and exclusions of liability
15. Force Majeure Event
16. Termination
17. Effects of termination
18. Notices
19. Subcontracting
20. Assignment
21. No waivers
22. Severability
23. Third party rights
24. Variation
25. Entire agreement
26. Law and jurisdiction
27. Interpretation

SCHEDULE 1 (WEB SUPPORT AND MAINTENANCE PARTICULARS)

1. Identification of Supported Website
2. Financial provisions

SCHEDULE 2 (MAINTENANCE SLA)

1. Introduction
2. Updates
3. Upgrades

SCHEDULE 3 (SUPPORT SLA)

1. Introduction
2. Helpdesk
3. Response and resolution
4. Provision of Support Services
5. Limitations on Support Services

We provide website-related support services to some of our customers, but don't want to enter into short-term contracts. Does the maintenance services contract include a clause saying that it cannot be terminated or cancelled during the first year or two?

Yes. The concept of a "minimum term" is incorporated into the termination provisions.

Can this template be used to cover development work as well as support?

The template is designed to cover minor works only. For example, the intellectual property rights provisions are not sophisticated enough to cover major works. You would be best placed to judge - taking into account both the specific provisions of the template and the nature of your business - where to draw the line between minor and major works.

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A copy of this web maintenance agreement is included in the following pack:

• Support and maintenance pack