Website Maintenance Agreement

This Maintenance Agreement (“Agreement”) is hereby entered into you, your employees and agents (collectively “customer”) and applies to the purchase of all Monthly Website Maintenance Services (hereinafter collectively referred to as “Client Care Plan/s”) ordered by Customer.

TERM & TERMINATION

This Agreement shall be effective as of the time frame the Customer signs up for the Client Care Plan.  This Agreement may be terminated by either party upon 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 Digital Lemonade (i) immediately if the Customer fails to pay any fees hereunder: or (ii) if the Customer fails to cooperate with Digital Lemonade or hinders DIgital Lemoande’s ability to perform the Client Care Plan hereunder.

CLIENT CARE PLAN

Digital Lemonade agrees to provide the Customer with the Client Care Plan as described in this agreement.  Client Care Plans tasks include:

  • DAILY BACKUPS of your website to a secure cloud-based location
  • WORDPRESS UPDATES including important security updates
  • MONTHLY THEME UPDATES for added features and security patching
  • MONTHLY PLUGIN UPDATES for added features and security patching
  • MONTHLY DATABASE & POST OPTIMISATION helping your website load faster
  • MONTHLY SECURITY SCANS for malware and vulnerabilities
  • MONTHLY PERFORMANCE CHECK of your website speed, YSlow and Google PageSpeed scores
  • UPTIME MONITORING so we can investigate and fix any recurring downtime issues
  • MONTHLY REPORTS  outlining tasks completed, how your website is tracking and suggested improvements
  • MONTHLY REPORTS for all forms and interactive website elements

FEES, LIMITATIONS ON REFUNDS AND CANCELLATION FEES

The Customer agrees to pay Digital Lemonade any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Client Care Plan.  The Customer further agrees that, in the event of any termination of this Agreement by the Customer, no refunds shall be given under any circumstances whatsoever.  The Customer further agrees to pay upon cancellation the amount of any cancellation fees or other amounts due to Digital Lemonade as provided in the agreement.  Digital Lemonade is hereby authorised to charge the Customer’s credit card account or another payment mechanism for any amount owed from time to time by the customer to Digital Lemonade.

CUSTOMER ACKNOWLEDGEMENTS

The Customer  understands, acknowledges and agrees that:

  • Only allocated time for the Client Care Plan is allowed per month, in fifteen (15) increments.
  • Any work that exceeds the allocated time will be charged on an hourly basis of $100 per hour, in fifteen (15) minute increments.
  • Web page updates exclude but are not limited to image editing, graphic design, graphic editing, database design, database changes, programming and search engine optimisation (SEO).
  • Digital Lemonade has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future.  The Customer website (s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
  • Additional fees could be charged if the information provided has to be typed and exceeds the allocated time.
  • If changes are made by Digital Lemonade according to the Customer’s information, and the changes are not correct, additional time to remedy the changes fall under the allocated time.
  • Unused time is not accumulative.  Unused time does not transfer from month to month.  The Client Care Plan time is strictly month to month.
  • Digital Lemonade is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings etc.
  • Digital Lemonade is not responsible for changes made to the Customer’s website(s) by other parties.
  • Digital Lemonade is not responsible for third party plugins that may become unusable as a result of the Client Care Plan performed.
  • Digital Lemonade will not repair the Customer’s website(s) that become compromised, hacked or otherwise defaced or infected prior to ordering the Client Care Plan.
  • Recovery or repair of the Client’s website(s) is not guaranteed.
  • Availability of backup is not guaranteed.

ADDITIONAL SERVICES

Additional services not listed herein will be provided for a fee of $100 per hour.  Digital Lemonade is not responsible for developing new content or writing new copy for the Customer.  The Customer will be charged an additional fee for writing content, based on the hourly rate of $120.

INDEMNIFICATION

The Customer shall indemnify and hold harmless Digital Lemonade (and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees) from any and all claims, damages, liabilities, costs and expenses (including by not limited to reasonable attorneys’ fees and all related costs and expenses) incurred. by Digital Lemonade as a result of any claim, judgement, or adjudication against Digital Lemonade 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 the Customer to Digital Lemonade (the “Customer Content”), or (b) a claim that Digital Lemonade’s use fo the Customer Content infringes the intellectual property rights of a third party.  To qualify for such defence and payment, Digital Lemonade must: (i) give the Customer prompt written notice of a claim; and (ii) allow the Customer to control, and fully cooperate with the Customer in, the defence and all related negations.

 

DISCLAIMER OF ALL OTHER WARRANTIES

Digital Lemonade does not warrant the Client Care Plan will meet the Customer’s expectations or requirements.  The entire risk as to the quality and performance is with the Customer.  Except as otherwise specified in this agreement.  Digital Lemonade provides its services “as is” and without warranty of any kind.  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 for merchantability and fitness for a particular purpose, relating to the Agreement, performance or inability to perform under this agreement, the content and each party’s computing and distribution system.  If any provision for 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 Digital Lemonade be liable to the Customer for indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from a course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of contract, negligence or strict liability arising under this agreement, lost of data or any performance under this agreement, even if such party has 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.  Digital Lemonade 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 their parties.

     

    CUSTOMER REPRESENTATIONS

    The Customer makes the following representations and warranties for the benefit of Digital Lemonade:

    • Customer represents to Digital Lemonade and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks or other artwork furnished to Digital Lemonade are owned by the Customer or that the Customer has permission from the rightful owner to use each of these elements and will hold harmless, protect and defend Digital Lemonade and its subcontractors from any suit arising from the use of such elements furnished by the Customer.
    • The Customer guarantees to Digital Lemonade and unconditionally guarantees that the Customer’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering the Client Care Plan.
    • The Customer guarantees any elements of text, graphics, photos, trademarks or other artwork provided to Digital Lemonade for inclusion in the website above are owned by the Customer or that the Customer has received permission from the rightful owner(s) to use each of the elements and will hold harmless, protect and defend Digital Lemonade and its subcontractors from any liability or suit arising from the use of such elelents.
    • From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.  The Customer agrees that ht e client is solely responsible for complying with such laws, taxes and tariffs and will hold harmless, protect and defect Digitytal Lemonade and its subcontractors against any claim, suit, penalty, tax or tariff arising from the Customer exercising of Internet electronic commerce.

     

    CONFIDENTIALITY

    The 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 formations, 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 a court order or any other lawful process.  The parties agree not to make each other’s proprietary or confidential information available in any form to any third party 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 remains 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 must be entitled to equitable relief.   Notwithstanding termination or expiration of this Agreement Digital Lemonade and the Customer 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 provided 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 occurs the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimise the impacts of the event.

     

    RELATIONSHIP OF PARTIES

    Digital Lemonade, 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.  The Customer does not under this Agreement, or otherwise perform any obligation of Digital Lemonade, whether by regulation or contract.  In no way is Digital Lemonade to be construed as the agent or to be acting as the agent of the Customer in any respect, any other provisions of this Agreement notwithstanding.

     

    NOTICE AND PAYMENT

    Any notice require to be given under this Agreement shall be in writing and delivered personally to the other designated party via email.  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 shall be governed in accordance with the laws of the state of Queensland.  All disputes under this Agreement shall be resolved by litigation in the courts of the state of Queensland, and. the parties all consent to the jurisdiction of such courts, agree to accept service by process of mail and hereby waive any jurisdiction or venture defences otherwise available to it.

     

    ASSIGNABILITY

    The Customer may not assign this Agreement or the rights and obligation thereunder to any third party without the prior express written approval of Digital Lemonade.  Digital Lemonade reserved the right to assign subcontractors as needed to this project to ensure on-time completion.

     

    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 provision of this Agreement.

     

    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 this Agreement.