Service Level Agreement
Services Provided
The following detailed service parameters for ongoing support are the responsibility of It’s Your Hosting Limited as the service provider in this agreement.
1. Hosting
- Website Hosting for a WordPress Website
- Weekly Backups of Website code to a separate server
- Weekly Backups of Website databases to a separate server
- Secure Socket Layer Certificate (SSL)
- Automatic failover
- Monitoring and enhancing hosting speed
2. Maintenance
- Daily Backups
- Updating WordPress core, plugins, and themes when required
- Bug-fixing: Repairing script errors located within the code when issues are raised by the client.
- General monitoring of the website using Main WordPress and actioning updates as needed in response.
- Standard security and integrity to be maintained at all times.
- General server support, recovery, backup processes, and disaster recovery for the website data.
- Remote training, telephone and email support for stakeholders within the client business
- Coordinating third-party providers that are linked to the website. An example of this being the plugin developers.
- Responses to service request; including queries, issues and bugs in-line with the service requests section of this SLA.
- Telephone support: 9:00 A.M. to 5:00 P.M. GMT Monday – Friday
- Email support: Monitored 8:00 A.M. to 6:00 P.M. GMT Monday – Friday
- High – Website is not responding or crashing, error causes serious usability problems, or elements of the website not working.
- Medium – Problem that is present but does not affect usability.
- Low – Styling Issues
- High 0-4 hrs
- Medium 24hrs
- Low 48hrs
Service Definition
Service Availability – Standard SLA Hours
Coverage parameters speci¹c to the service(s) covered in this Agreement are as follows:
Telephone calls received out of office hours may be answered by an answering system but may not be actioned until support hours resume.
Emails received outside of office hours will be received, however, no action will be undertaken until support hours resume.
Severity levels and Reporting
Issue severity levels will be determined by Energy LEAP when the support ticket is raised, but if necessary, may be
revised to a higher or lower level whilst the issue remains unresolved.
Severity levels are defined:
Reporting of issues will be done via email [email protected]
Issues can also be reported via Phone but must be followed up with an email.
Response Times to Service Requests
In support of services outlined in this Agreement, the Service Provider will respond to service-related requests submitted by the Client.
Response times to service requests are based on the severity level as outlined. The times de¹ned herein are based on
the time in which the report will be allocated and initially responded to, once received within Standard SLA Hours.
Severity Level Response Time (with Standard SLA hours)
Terms
This agreement shall commence from the date of signing and is for an initial 12-month period, with a review to adjust hours based on usage (increase or decrease).
At any point after the initial 12-month period the retainer can be asked to be reviewed by either side, with one months’ notice and redefined upon agreement by both parties.
It shall remain in force until terminated by either party giving to the other not less than one month’s written notice of termination before the end of the current retainer period.
Payment terms are 30 days on submission of invoice. Invoice to be submitted at the end of each month (after retainer hours have been reconciled).
STANDARD TERMS AND CONDITIONS
1. DEFINITIONS
In this document the following words shall have the following meanings:
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Statement of Work;
1.2 “Client” means the organisation or person who purchases services from the Supplier;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Statement of Work” means a statement of work, estimate or other similar document describing the services to be provided by the Supplier;
1.5 “Agency” means Kehorne Limited, Company Number – 06569434, Registered office address – 4 Grovelands, Boundary Way, Hemel Hempstead, England, HP2 7TE.
2. GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by the Agency to the Client.
Before the commencement of the services the Agency shall submit to the Client a Statement of Work which shall specify the services to be performed and the fees payable. The Client shall notify the Agency immediately if the Client does not agree with the contents of the Statement of Work.
The advertising business is often conducted to tight deadlines and verbal instructions from the Client will be deemed as legally binding. It is the Client’s responsibility to confirm such verbal instructions with written confirmation or a purchase order.
The Agency shall use all reasonable endeavours to complete the services within estimated time frames but cannot be responsible for delays caused by sub-contractors or changes by the Client.
3. CHARGES AND PAYMENT
3.1 The charges for the performance of the services are as set out in the Statement of Work. The Agency shall invoice the Client for the services and reasonable out-of-pocket expenses incurred in providing those services.
Invoiced amounts shall be due and payable within 30 days from invoice.
The Agency shall be entitled to charge interest on overdue invoices from the date when payment becomes due until the date of payment at a rate of 5% per annum above the base rate of the Bank of England.
In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.
Exact invoicing terms vary per service, and will be outlined in the Statement of Work.
4. CUSTOMER’S OBLIGATIONS
4.1 To enable the Agency to perform its obligations under this Agreement the Client shall:
4.1.1 Co-operate with the Agency;
4.1.2 Provide the Agency with any information reasonably required;
4.1.3 Obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.4 Comply with such other requirements as may be set out in the Statement of Work or otherwise agreed between the parties.
4.2 The Client shall be liable to compensate the Agency for any expenses incurred as a result of the Client’s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which the Agency may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Statement of Work, the Client shall be required to pay to the Agency as agreed damages and not as a penalty the full amount of any third party costs to which the Agency has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Statement of Work, and the Client agrees this is a genuine pre-estimate of the Agency’s losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Client or any third party, not being a sub-contractor of the Agency, shall omit or commit anything which prevents or delays the Agency from undertaking or complying with any of its obligations under this Agreement, then the Agency shall notify the Client as soon as possible and:
4.4.1 If applicable, the timetable for the project will be modified accordingly.
4.4.2 The Agency shall notify the Client at the same time if it intends to make any claim for additional costs.
5. ALTERATIONS TO THE STATEMENT OF WORK
5.1 The parties may at any time mutually agree upon and execute new Statement of Works. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Statement of Work, which shall reflect the changed services and charges and any other terms agreed between the parties.
5.2 The Client may at any time request alterations to the Statement of Work by notice in writing to the Supplier. On receipt of the request for alterations the Agency shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the charges and any other terms already agreed between the parties.
6. WARRANTY
The Agency warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
Any deliverables will be under warranty for a period of 30 days after either written acceptance, or first use in a live environment.
7. INDEMNIFICATION
The Parties shall indemnify each other against all claims, costs and expenses which may incur and which arise, directly or indirectly, from the breach of any obligations under this Agreement, including any claims alleging infringements against a patent, copyright or trade secret or other similar right of a third party.
8. LIMITATION OF LIABILITY
8.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of the Agency to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid by the Client to which the claim relates.
8.2 In no event shall the Agency be liable to the Client for any loss of business, loss of opportunity or loss of profits or for anyother indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or the Agency had been made aware of the possibility of the Client incurring such a loss.
9. TERMINATION
Either party may terminate this Agreement forthwith by notice in writing to the other if:
9.1 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
9.2 The other party commits a material breach of this Agreement which cannot be remedied under any circumstances
9.3 The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
9.4 The other party ceases to carry on its business or substantially the whole of its business; or
9.5 The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets; or
9.6 Irreconcilable differences of opinion or approach; or
9.7 Behaviour deemed unreasonable by either party.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Agency, and the Client shall do all that is reasonably necessary to ensure that such rights vest in the Agency by the execution of appropriate instruments or the making of agreements with third parties.
10.2 The Agency will assign the intellectual property rights for concepts and artworks created for a project on payment of all outstanding invoices. Assignment will cover usage only as specified by the briefing.
11. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
12. INDEPENDENT CONTRACTORS
The Agency and the Client are contractors independent of each other, and neither have authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. The Agency may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve the Agency of its obligations under this Agreement.
The Agency accepts no ongoing responsibility for renewing or re-registering Domain names; nor for ensuring that they remain in force. The contract for the registration is between the Client and the Naming authority only, where the Agency acts as an agent only.
13. ASSIGNMENT
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of the Agency.
14. SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
15. WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
16. NOTICES
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Statement of Work or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
17. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
18. NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
19. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.