Legal

Website Maintenance Agreement

This page (together with the documents referred to on it) tells you the terms and conditions relating to our maintenance, support, and backup services (“Mainetnance”). By using our Maintenance services, you accept these terms and conditions and you agree to abide by them.

1. Interpretations

1.1 Unless the context otherwise admits words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.

1.2 Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it.

1.3 Contractor is Parrot Creative Ltd, a company registered in England and Wales under company number 10328216. Registered office at 160 Aztec West, Almondsbury, BS32 4TU, United Kingdom.

1.4 Client is the individual or organisation that enters this Agreement with the Designer.

1.5 Parties is Contractor and Client.

1.6 Proposal and Quote means the PDF document or digital quote page created and sent to Client by Designer that contains pricing for Services.

1.7 Client Website is Client’s WordPress website (one per Maintenance Agreement or service) which the Contractor will help maintain.

1.8 Contractor Website is https://www.parrotcreative.co.uk and any subdomains such as https://clients.parrotcreative.co.uk and https://quotes.parrotcreative.co.uk

2. Outline of Agreement

2.1 This Agreement details the terms and conditions agreed between the Parties for the technical maintenance hereinafter known as “Website Maintenance” for the Client of the Client Website, such work to be undertaken by the Contractor.

2.2 This Website Maintenance Agreement shall run for an Initial Term as defined in Schedule One of this Agreement.

3. Website Maintenance Specification

3.1 The Parties have agreed the detailed Website Maintenance specification as defined in Schedule One of this Agreement.

3.2 Any amendments proposed to the Website Maintenance specification must be made in writing and delivered to the other party. Either party is entitled to question and discuss such amendments in writing.

3.3 If such proposed amendments incur additional expense, the Contractor is entitled to seek further payment to cover such expense.

4. Maintenance Fees

4.1 The Client will pay the agreed Maintenance Fees to the Contractor as detailed on the Contractor Website or Proposal at the agreed intervals. The Contractor will invoice the Client, and the Client will pay the invoice, including Value Added Tax, (VAT), (where applicable) and at the prevailing rate according to the terms of payment detailed on the invoice.

4.2 All payments to the Contractor shall be paid within fifteen (15) calendar days of the invoice date. An administration fee of £150 in addition to fifteen percent (15%) annual interest, plus the Bank of England base interest rate may be charged on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall pay for all collection or legal fees necessitated by lateness or default in payment. Contractor reserves the right to withhold Website Maintenance if accounts are not current or the overdue invoices are not paid in full.

4.3 The Contractor shall be entitled to increase the Maintenance Fees prior to the expiry of the Initial Term of this Agreement in order to allow for any increase in the Maintenance Fees after the expiry of the Initial Term.

4.4 The Contractor will give the Client at least 30 days notice prior to the expiry of the Initial Term of his intention to renegotiate the Maintenance Fees. The Contractor will provide full details to the Client at the time of the notice.

5. Additional Work And Fees

5.1 The Client will be charged at the Contractor’s hourly rates for any additional work carried out by the Contractor that falls outside the scope of the Website Maintenance.

5.2 Prior to commencing such work, the Contractor will summarise the work that falls outside the agreed Website Maintenance and will provide the Client with a written estimate and timescale for the completion of the work.

6. Expenses

6.1 The Client will pay all reasonable expenses incurred by the Contractor during the Website Maintenance, including but not limited to travel to and from the offices of the Client where required, the purchase of computer consumables required for the Website Maintenance and such other reasonable expenses directly related to the Website Maintenance.

6.2 The Contractor’s company is a remote-working company, meaning that employees do not work from a fixed or central location. Any travel expenses will be calculated based on travel from the Contractor’s employee’s place of work, and could include but is no limited to costs such as transportation, mileage, meals, lodging, parking fees, tolls, and taxis.

6.3 The Contractor will inform the Client in writing in advance if significant expenses not covered by clause 6.1 and 6.2 have to be incurred during the Agreement to provide Website Maintenance or additional services.

7. Client Website Access Limitations

7.1 The Client will ensure that only trained, and competent members of staff shall have direct access to the the Client Website, underlying programs, directories, and files that make up the Client Website.

7.2 Furthermore, such members of staff shall only follow the Contractor’s specific instructions where given.

7.3 The Client will ensure that all codes and passwords required to access the internal workings of the Client Website are stored safely and are not provided to any unqualified members of staff or any third party, (whether qualified or not).

8. Backups

8.1 The Contractor will keep a backup of the Client Website in an appropriate and secure location.

8.2 The Client will also keep their own full backup version of the Client Website, again stored in an appropriate and secure location.

9. Website Errors

9.1 The Client will notify the Contractor within 7 working days of any defect or error in the operation or content of the Client Website.

9.2 On notification, the Contractor will take action to rectify the matter in accordance with the Website Maintenance detailed in Schedule One of this Agreement.

9.3 Where an error or defect has a direct and serious impact on the operation of the Client Website, the Contractor will use all reasonable endeavours to rectify the issue as soon as practicably possible.

9.4 The correction of such errors or defects as part of this Agreement excludes those caused by unqualified members of the Client’s staff or third parties given access to the Client Website by the Client. Or where caused by third-party equipment or software, including where supplied by the Contractor.

10. Delivery of Content & Materials

10.1 The Client undertakes to deliver all the content and materials required for the Website Maintenance and in the formats requested by the Contractor before the commencement of the Website Maintenance.

10.2 Where this is not possible, the Client will deliver such outstanding content and materials to the Contractor within 15 days of the start of the Website Maintenance.

10.3 The Client will notify the Contractor in writing (as soon as possible) of any delays in delivering content and materials required for the Website Maintenance and provide the Contractor with a revised timetable for supplying such content and materials.

10.4 The Contractor will not be responsible for any delays or additional expenses incurred due to the late delivery or non-delivery of content and materials by the Client where required by the Contractor for the Website Maintenance.

10.5 The Client will pay all Maintenance Fees to the Contractor even where late delivery or non-delivery of content and materials occurs.

11. Notice

11.1 Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party’s signatory by email, personal delivery, pre-paid recorded delivery, or first-class post to the receiving party.

11.2 Notices served to the Client should be sent to the Client contact details provided on the Contractor Website, as provided in written communication, or as found at Companies House.

11.3 Notices served to the Contractor should be sent to Parrot Creative Ltd, 160 Aztec West, Bristol, BS32 4TU, United Kingdom, or [email protected].

11.4 Any such notice shall be deemed to be effectively served as follows:
a. In the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.
b. In the case of service by email on the next working day.

12. Confidentiality

Both parties shall keep confidential the specific terms of this Agreement and Website Maintenance and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing the Website Maintenance detailed in this Agreement. The parties agree that all information marked “Confidential”, or where not marked it is reasonable to judge such information as confidential, shall not be disclosed at any time during the Website Maintenance or for a minimum period of 2 years after the completion of the Website Maintenance, except where such disclosure is required by law or by order of a court in the jurisdiction of England. The parties further agree that all information marked as a “Trade Secret” and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.

13. Data Protection

13.1 Both parties will comply with the General Data Protection Regulation (GDPR) and have fully compliant policies and procedures in place. Both parties confirm that they will not rent or sell customer lists; contact details or other data without the customers’ express prior approval.

13.2 The Client warrants that all pre-existing customer data is fully compliant with the GDPR and that all customers have been specifically requested (and have agreed) to opt-in to all future marketing carried out by the Client.

13.3 Furthermore, where the Client enters into any marketing arrangement with third-parties the Client warrants that customers have specifically opted-in to receiving marketing from these named third-parties.

13.4 Either party may treat a breach of this clause 13 as a reason for termination of this Agreement in accordance clause 17 of this Agreement.

13.5 Furthermore, under Article 5 of the General Data Protection Regulation (GDPR) both parties will comply with the following principles to ensure any personal data will be:
a. Processed for limited purposes and not in any way incompatible with those purposes
b. Adequate, relevant and will not be excessive.
c. Accurate
d. Not kept for longer than necessary
e. Processed in accordance with the individual rights of any data subject
f. Secure
g. Not transferred to countries or other parties without adequate data protection

14. Intellectual Property Rights

14.1 The Client undertakes to secure all copyright and any other appropriate licences, clearance or consents where required for any content and materials provided by the Client that may be incorporated into the Client Website by the Contractor.

14.2 All intellectual property rights associated with the Client Website, both before, during and after alteration or modification under this Agreement rest solely with the Client and the Contractor assigns and agrees to take all necessary steps to assign all such interests to the Client.

14.3 The Contractor shall not make any claim to the Client’s content, materials or services during or after the expiry of this Agreement.

14.4 The Contractor shall not make any claim to the Client’s trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.

14.5 The Contractor shall not register or renew, or cause to be registered or renewed any domain name owned or used by the Client, or materially similar to those owned or used by the Client, except where the Client specifically requests that the Contractor register or renew such domain names in order to prevent their registration and use by third parties. In this case, all reasonable fees and expenses incurred in registration of such domain names shall be payable by the Client as part of the Website Maintenance cost. At the end of this Agreement, the Contractor undertakes to transfer all registration details, including but not limited to technical and administrative details and title to the registered domain names to the Client.

15. Warranties

The Client confirms that to the best of their knowledge and belief that any content and materials supplied by the Client as part of this Agreement are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation in the jurisdiction.

16. Indemnities and Limitation of Liability

16.1 Neither party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.

16.2 The Client agrees to indemnify the Contractor against any claims, damages, losses, costs and expenses which the Contractor may sustain or incur in relation to any content and materials which the Client provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.

16.3 The Client acknowledges that it is for the Client to ensure that the Client Website does not infringe the laws of any jurisdiction within which it is actively promoted.

16.4 The Contractor agrees to indemnify the Client against any claims, damages, losses, costs and expenses which the Client may sustain or incur in relation to breaches of clauses 12 and 14 of this Agreement committed by the Contractor.

16.5 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.

17. Termination

17.1 Either party may terminate this Agreement immediately in the event that:
a. Either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of their duties, responsibilities, and obligations under this Agreement, and
b. Such breach remains unremedied for a period of 30 days from written notice given by the other party specifying the breach and requiring it is remedied.

17.2 Furthermore this Agreement may be terminated in the event that:
a. Either party is unable to pay or has no reasonable prospects of paying their debts the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Act 1986, or
b. Being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or
c. Has a receiver appointed to administer any of their property or assets, or
d. Ceases or threatens to cease to carry on business, or
e. Makes any voluntary agreement or enters into a compromise for the benefit of their creditors, or
f. Fails to make payment in accordance with the terms of this Agreement.

17.3 On the termination of this Agreement any completed parts or test examples of the Client Website already completed by the Contractor and delivered to the Client, but not already paid for by the Client will be returned to the Contractor. Furthermore, the Client shall not retain any copies of the returned parts thereof or test examples of the Client Website that have not been paid for.

17.4 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination (including, without limitation, clauses 12, 13, 14 and this clause 17).

18. Assignment

Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.

19. Force Majeure

Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond their reasonable control, including but not limited to Acts of God, war, civil disorder or industrial disputes. If such delay or failure continues for a period of at least Sixty (60) days, the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice to the other.

20. Joint Venture or Partnership

Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.

21. Non-Solicitation

The Client undertakes during the Website Maintenance period and for a further period of twelve months after completion of the Website Maintenance period not to directly or indirectly solicit or induce any of the Contractor’s employees and sub-contractors to leave the employment of the Contractor whether to work on a freelance or consultancy basis or to be directly employed by the Client.

22. General

22.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.

22.2 The paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or paragraphs, sub-paragraphs or clauses be found invalid, it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

22.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made by a written instrument and signed by the signatories to this Agreement or their duly authorised representatives.

22.4 This Agreement sets out the entire agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.

23. Jurisdiction

This Agreement shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.

24. General Understanding

By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the date of acceptance by Client, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.

The Contract between us will only be formed when we send you the Order Confirmation or email confirming our acceptance of your order.

Schedule One

Website Maintenance

Website Maintenance only applies to the WordPress system of the Website. Website Maintenance does not apply to third-party platforms, services, and software.

Website Maintenance is not an insurance policy or insurance product, and does not come with any guarantees or assurances that the Website will function without defects.

As part of Website Maintenance, the Contractor can perform the following:

  • Testing proper functioning of the Website, including page loading and response times. Including testing load times of pages and “pinging” the Website to detect response times, any packet loss during transmission or unscheduled downtime.
  • Updating the WordPress content management system and WordPress plugins to the latest versions. If this is not possible due to an incompatibility or an error in the version of the software, the Contractor will aim to recommend a solution. Solutions may have additional cost implications.
  • Answering the Client’s emails sent to [email protected]. The Contractor will aim to respond to technical support requests within one business day and to the best of the Contractor’s abilities during the Contractor’s Working Hours.
  • Installation and configuration of a spam prevention system on the Website, e.g. Google reCaptcha (v2 or v3) or hCaptcha with an aim to reduce spam.
  • Installation and configuration of a WordPress security plugin and firewall on the Website that aims to reduce the Website’s vulnerability to common WordPress security exploits, and common web exploits such as brute force attacks and XMLRPC exploits.
  • Configuration of an automatic malware scanner with an aim to block intrusion attempts and detect malicious activity on the Website.
  • Configuration of automatic backups that take a copy of the Website files and database, and will store them in a secure off-site location. The backups are incremental to help keep an up-to-date copy of the Website.
  • Restoration of a backup following a partial or total loss of Website data.

Initial Term

The minimum term under this Agreement is one calendar month.

Monthly Support Hours

The Contractor’s time for Website Maintenance is limited to the number of hours specified in the Proposal, Website, or order confirmation (“Monthly Support Hours”). This contract only allows for the Monthly Support Hours to be used during the Contractor’s Working Hours.

Once the Contractor reaches the Monthly Support Hours limit for the calendar month, any additional hours will be billed at the Contractor’s hourly rates.

The Monthly Support Hours do not accumulate or carry over.

Maintenance Fees

Maintenance Fees are as specified in the Proposal, Website, or order confirmation.

Hourly Rates

The Contractor’s standard hourly rate of £75. For Unscheduled Rush Work, the rate is £150 per hour, and for Weekend or Out-of-Hours Work, the rate is £225 per hour. Each task undertaken by the Contractor will be logged as a time entry and billed in increments of half an hour, rounded up to the nearest half hour. The Contractor reserves the right to modify these hourly rates at any time without requiring prior written consent or approval from the Client. Notification of any rate changes will be provided to the Client in a timely manner.

Working Hours

The Contractor’s “Working Hours” are the period from 09:00 to 16:00 GMT on any day that is not a Saturday, Sunday, Christmas Day, Good Friday, or a bank holiday as recognised under the Banking and Financial Dealings Act 1971.

Unscheduled Rush Work refers to any Deliverables which the Client requests to be prioritised and completed on an expedited basis during normal Working Hours. This applies when the Contractor lacks immediate availability to undertake the required work under the standard timeline, and the Client insists on a quicker delivery. Such requests will incur additional charges due to the need for expedited processing and potential rearrangement of the Contractor’s schedule.

Weekend or Out-of-Hours Work refers to any Deliverables that the Client requires the Contractor to complete outside of the standard Working Hours as defined in this Agreement. This encompasses all work undertaken during weekends, evenings, or any other times that fall outside the normal working schedule of the Contractor.

Defects

The Contractor aims to ensure that the Website is running efficiently and securely, and that Website Maintenance is carried out with care and attention. However, the Contractor does not guarantee that the Website, Website Maintenance, software, backups, security systems and plugins will be effective and free of defects. If issues or defects occur, the Client will still be responsible for the Maintenance Fees and any additional costs involved with resolving the defects.