The service provider has developed website template and e-commerce portal software that is used to provide the template to the client.
The client wishes to appoint the service provider who in turn wishes to host software on its systems. The main idea is to access such software together with other services on the following terms and conditions.
In this agreement, the expressions have the following meanings:
“Business Day” is not a Saturday, a Sunday or a public holiday in England or Wales.
“Client” means the individual or company entering into our terms and conditions. “Client Software” means any designs, artwork, logos or information supplied by the client in connection with the software.
“Confidential Information” means information concerning the finances, business, solutions, technology or commercial affairs which is described as confidential.
“Documentation” means the user manuals supplied by the service provider and other modifications supplied to the client during the agreement.
“Effective Date” is the date the client uploads the content and provides the materials.
“Fees” means the amount paid by the client to the service provider for the website.
“Intellectual property rights” are the trademarks, service marks, internet domain names and registered designs or any other similar protected rights in any country now or in the future.
“IP Address” means the internet protocol address that is the numeric address of the server.
“Services” means the detailed services of the provider of the client contracts.
“Service hours” are the hours between midnight and 6 am GMT or other seasonal variation as is applicable in the UK.
“Service Provider” means Zuxx Limited.
“Service Provider’s Website” means the website located at the URL.
“Website” means the website of the client developed by the temple of the service provider and hosted as part of their services.
There are references of several clauses in this agreement like headings and these are for convenience. They are not intended to affect the agreement.
Considering the payment of the fees, the service provider can provide these services including:
Providing client access to the software,
Hosting and supporting the software in clauses mentioned below.
Other service that the party agrees from time to time like training
The provider also reserves the right to modify the software including, but not limited to the functionality of the software from time to time for enhancing the performance of the software.
The service provider should also maintain control and ownership of the IP address assigned to the client as part of the services. He also reserves the right in sole discretion for changing the IP address.
Where the service provider removes the IP address, it should not cause any disruption to the client.
The client also agrees that the employees keep identification information issued by the service provider as confidential in accordance with the previous clauses. The client will be responsible for any unauthorized use of personal identification information. The client will also notify the service provider immediately.
The client may not lease, loan or distribute the access to the software by any third party.
The client represents that it shall maintain security measures without limitation, authenticity, confidentiality to ensure access to the software granted under the agreement.
The service provider also does not set limits on the usage of the bandwidth, but operates a fair usage policy.
The service provider shall use reasonable endeavours ensuring that during the term of the agreement, the access to client’s software is hosted by the service providers, subject to repairs and routine maintenance.
The service provider should not have any liability to the client in respect to the inability of access to the software or errors in the functioning of the same.
The service provider is liable to use reasonable endeavours for ensuring that the term of the agreement is accessible by the client. They should function effectively with emergency maintenance, repairs and configurations.
On opening an account, the client will have to nominate a primary support contact. The account details along with the primary support contact can be amended by the client anytime. The service provider will not be under any obligation to respond or support the queries by the representatives other than the ones nominated by the client.
The service provider will acknowledge the receipt of any problem through the support telephone number and email address. They will take into account the severity of the problem and make actions to correct the problem promptly.
If the service provider opined that the problem cannot be resolved, the client is notified of the failure.
The service provider should be entitled to suspend the access to the services on notice to the client for the period required for maintenance or improvements.
Client is liable to provide the service with any client material essential by the service provider in the format the providers require.
The alterations and updates in the websites will be made by the client with online account management facility. The client will get a user name and password to access to the accountant pursuant.
The client also agrees to cooperate with the service provider by making it available to the employees and staffs.
The client shall obtain all the expenses before supplying any material to the service provider including approvals, authorisation, licenses and consents.
The client will be responsible for the transmission of any data. Such data might even contain personal data, and the client warrants with the obligations under the act. He shall also keep indemnified service provider against any damage, losses or expenses suffered by the service provider due to breach of contract.
The service provider will also carry legal proceedings for transmission of personal data only to the extent necessary for the provision of the services.
The service provider will also ensure that it makes use of appropriate security measure for safeguarding against any unauthorized access or unlawful proceedings of personal data.
The client acknowledges the rights of intellectual property in the software and the temple and it should be the property of the service provider. The client will not obtain any rights in the software other than the one granted under the agreement.
The service provider also grants the clients and the employees a royalty free, non-exclusive of license in an object code form. The agreement does not transfer or grant to the client the interest or title in the software.
The service provider should maintain control and ownership of the IP address that is assigned to the client as part of the services.
If the service provider changes or removes any IP address, it shall have reasonable endeavours for avoiding disruption.
Subject to the proper observance and the obligations, the service provider at his own expense shall defend or settle any claims for the third party. He agrees to be responsible for any reasonable costs awarded against the client.
If a claim is made against the client, the client shall notify the service provider immediately.
At the request and expense of the service provider, the client shall also offer reasonable assistance for contesting any claim.
The client shall also not make any admission in lieu of settling to any claim.
If a claim is made in reasonable opinion of the service provider, it should at the own expense.
If the service provider has availed the rights of modifying the software for procuring license and avoids the claim, the provider shall not have any liability in respect to the claims.
The clients shall hold harmless against the service provider with any claims, actions or losses.
The client shall pay fees monthly in advance and will receive notification by email. If there is a fee increment, the client shall give a written notice. All amounts are gross amounts and exclusive of VAT or other sales tax and it should be paid by the client.
Each party must maintain strict confidentiality in any information received directly or indirectly. The information shall not be disclosed to any third party other than the employees and authorized people.
The terms and conditions of the entire agreement between the parties in relation to the subject matter, conditions, statement and warranties will apply. The parties will acknowledge that by entering into the agreement, they do not rely on representation, unless fraud or other provision. Any variation to the agreement must be expressed in writing and signed by both the parties. Nothing in the agreement shall be governed by and constructed with the Laws of England and Wales. The parties hereby should submit to the non-exclusive jurisdiction.