Maintenance Services Agreement
1. Introduction
This Maintenance Services Agreement (the "Agreement") is entered into by and between ZEBRABYTE LIMITED ("ZEBRABYTE") and [Client Name] ("Client"). By using ZEBRABYTE's maintenance services (the "Services"), Client agrees to be bound by the following terms and conditions.
2. Services Provided
2.1. ZEBRABYTE will provide website maintenance services, including but not limited to updates, backups, security monitoring, and troubleshooting.
2.2. ZEBRABYTE reserves the right to determine the methods and means by which the Services are provided.
3. Access and Permissions
3.1. Client will be provided with an Editor account for their website, which allows them to create and edit content.
3.2. ZEBRABYTE will retain administrative access to the website. This is to ensure the security, integrity, and proper functioning of the website.
3.3. Client agrees not to attempt to gain administrative access or make changes to the website core files without prior written consent from ZEBRABYTE.
3.4. Access and Permissions Clause: In the event that the Client requests administrative access to the website, ZEBRABYTE and the Client will enter into a supplementary agreement specifying the terms under which such access will be granted. This agreement will include provisions for regular audits, backup procedures, and the restoration of ZEBRABYTE's administrative access if removed without prior consent. Any unilateral removal of ZEBRABYTE's administrative access by the Client will result in the immediate suspension of maintenance services and may incur additional fees for the restoration of service and access.
3.5. Termination Clause for Administrative Access Request: If the Client requests to become an administrator, the maintenance services provided by ZEBRABYTE will be terminated on the day the Client's access level is changed from Editor to Administrator. This termination is due to security reasons and the presence of specialized maintenance plugins that ZEBRABYTE uses on the Client's website, which Clients do not have access to.
4. Security and Data Protection
4.1. ZEBRABYTE will implement reasonable security measures to protect the website from unauthorized access and cyber threats.
4.2. ZEBRABYTE will comply with all applicable data protection laws, including GDPR. Client agrees to ZEBRABYTE's data processing terms and privacy policy.
5. Payment and Fees
5.1. Client agrees to pay the fees for the Services as outlined in the invoice or pricing schedule provided by ZEBRABYTE.
5.2. Payments are due monthly, yearly in advance. Late payments may result in suspension of Services.
6. Term and Termination
6.1. This Agreement will commence on the effective date and continue for an initial term of one year, automatically renewing for successive terms unless either party provides written notice of termination at least 30 days prior to the end of the current term.
6.2. Either party may terminate this Agreement immediately for cause if the other party breaches any material term of this Agreement and fails to cure such breach within 15 days of receiving notice of the breach.
6.3. Termination for Administrative Access: If the Client requests and is granted administrative access, the maintenance services will be terminated immediately on the same day due to security concerns and the proprietary maintenance plugins used by ZEBRABYTE that are not accessible to Clients.
7. Limitation of Liability
7.1. ZEBRABYTE's liability under this Agreement will be limited to the amount paid by Client for the Services in the six months preceding the claim.
7.2. In no event will ZEBRABYTE be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement.
8. Indemnification
8.1. Client agrees to indemnify, defend, and hold harmless ZEBRABYTE from any claims, damages, liabilities, costs, and expenses arising out of or related to Client's use of the Services.
9. Governing Law
9.1. This Agreement will be governed by and construed in accordance with the laws of the United Kingdom, without regard to its conflict of laws principles.
10. Miscellaneous
10.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
10.2. Any amendments to this Agreement must be in writing and signed by both parties.
10.3. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
11. Contact Information
For any questions or concerns regarding this Agreement, please contact ZEBRABYTE at: https://www.zebrabyte.co.uk/help