Website Maintenance & Support Agreement


** Approve Below **

This Website Maintenance and Support Agreement (the "Agreement") is entered into by and between:

Client:
Service Provider: Boost solutions

1. DELIVERABLES

The Client engages Boost Solutions to provide the following services:

Included Services

0.5 hours per month of website help, image or content updates

Ongoing Support

Ongoing Support

  • 24/7 Uptime Monitoring
  • Full Daily Backups to Cloud
  • Handling core and plugin/theme updates
  • Inactive Plugin Removal
  • Broken Link Checking & Fixing
  • Website Restoration (when down)
  • Malware Removal
  • Google Analytics Connected
  • Content Performance Analytics
  • Reports: Monthly
  • Minor Site Adjustments

Security

  • Brute Force Lockout
  • File Change Detection
  • 404 Lockout
  • Audit Logs
  • IP Lockout
  • Update Security Keys
  • Malware Scanning
  • Plugin & Theme Vulnerability Scanning
  • Blacklist Monitoring
  • Force Strong Passwords
  • Hardware Firewall
  • Monitoring Security

Speed

  • Image Optimization
  • CSS & JavaScript Minification
  • Render Blocking Resource Deferral
  • Browser Caching
  • GZIP Compression
  • Remove Query Strings
  • Database Optimization
  • Server Side Caching
  • Optimizing your database
  • Optimizing for speed and SEO


2. PAYMENT

The Client agrees to pay Boost Solutions the total sum of    $      per in advance for (Website Maintenance & Support) service, as described in section 1.

3. TERM

Term: This agreement will become effective as described in section 20 and continue for an initial term of 30 days (the "Term"). Unless either party gives written notice to the other at least 7 days before the end of the Term, this agreement will renew automatically for an additional 30-day term. This automatic extension will continue to apply at the end of each extended period until the agreement is terminated.
Termination Procedures: This agreement may be terminated:
(i) By either party, on provision of 7 days written notice before the end of a Term;
(ii) By either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 7 days of receipt of written notice.
Effects of Termination: After the termination of this agreement, all licenses granted under this agreement will terminate unless they are expressly stated as surviving. The Client shall promptly pay Boost Solutions any outstanding amounts owed for services rendered before the effective date of the termination.

4. CONFIDENTIAL INFORMATION

Definition: "Confidential Information" means this agreement and all nonpublic information of the Client, in whatever form, pertaining to the business of the Client, including information relating to the Client's finances, customer records, and information, and all associated documentation and materials that are designated as being confidential when disclosing it to Boost solutions or that, under the circumstances of disclosure, ought to be treated as confidential by Boost solutions. Confidential Information also includes any information relating to the Client's parent, subsidiaries, and affiliates. Confidential Information does not include information or data that is:
(i) Known to Boost solutions before its disclosure by the Client without an obligation of confidentiality under another agreement;
(ii) Independently developed by Boost Solutions without the use of any Confidential Information;
(iii) In the public domain when Boost Solutions seeks to disclose or make use of it, other than as a result of disclosure by Boost Solutions; or
(iv) Received by Boost Solutions from a third party with a legal or contractual right to disclose that information or data.
Disclosure: Boost Solutions shall not use or disclose the Confidential Information of the Client except in connection with the exercise of its rights or the performance of its obligations under this agreement. Boost Solutions shall not disclose Confidential Information of the Client to any person other than its employees, agents, or independent contractors who have a need to know it in connection with this agreement and who are under obligations of confidentiality substantially similar to this section. Boost Solutions shall protect the confidentiality of the Confidential Information of the Client in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in any case with reasonable care. All Confidential Information made available under this agreement, including copies, shall be returned or destroyed by Boost Solutions and certified as having been returned or destroyed promptly after the termination of this agreement.
Exceptions: Boost Solutions will not be in violation of this section if it discloses Confidential Information that is required to be disclosed because of a valid order by a court or other governmental body or by applicable law or by the rules of any nationally recognized stock exchange. However, under these circumstances, Boost Solutions shall notify the Client in writing of that disclosure to permit the Client to seek confidential treatment of that information.

5. MAINTENANCE REQUESTS

Procedure for Request: The Client shall submit all requests for maintenance (each, an "Owner Maintenance Request") to Boost Solutions via email. An Owner Maintenance Request shall:
(i) Provide Boost solutions with clear and specific instructions;
(ii) Be reasonable in nature; and
(iii) Be within the scope of the Services.
Review and Inspection: Boost Solutions shall promptly notify the Client when the work required under an Owner Maintenance Request is complete so that the Client can review that work to ensure its accuracy. The Client shall notify Boost Solutions of any errors, omissions, and other issues via email or telephone as soon as practicable following discovery. Boost Solutions shall use its best efforts to resolve any errors, omissions, and issues as quickly as possible.

6. WEBSITE PROBLEMS; SECURITY

Minimize Disruption: Boost Solutions shall use commercially reasonable efforts to minimize disruption of the Website and to schedule Website maintenance in accordance with this agreement.
Problems: If there is a problem with the Website, Boost Solutions shall provide the following levels of support:
(i) Urgent Problem: If the Website suffers from an urgent problem, including the Website becoming unusable, Boost Solutions understands that time is of the essence and will use its best efforts to correct the problem as soon as possible. Boost Solutions shall continue to update the Client of the status of the problem until the problem is resolved, at which time, Boost Solutions will immediately notify the Client that the problem has been corrected. If Boost Solutions becomes aware of an urgent problem before the Client, Boost Solutions shall immediately notify the Client of that problem.
(ii) Nonurgent Problem: If the Website suffers from a nonurgent problem, Boost Solutions understands that time is of the essence and will use its best efforts to correct the problem as soon as possible. Boost Solutions will continue to update the Client of the status of the problem until the problem is resolved, at which time, Boost Solutions will promptly notify the Client during normal business hours that the problem has been corrected. If Boost Solutions becomes aware of a nonurgent problem before the Client becomes aware of it, Boost Solutions shall notify the Client during normal business hours of such a problem.
Back-up: Boost Solutions shall back up the Website as set forth in this agreement.
Security: Boost Solutions must take commercially reasonable steps to prevent unauthorized access to the Website and any of the Client's Confidential Information, including any data collected on the Website.

7. NATURE OF RELATIONSHIP

The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf, and neither party may take any action that creates the appearance of such authority.

8. NO CONFLICT OF INTEREST; OTHER ACTIVITIES

During the Term, Boost Solutions may engage in other website maintenance activities, except that Boost Solutions may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with Boost Solutions' obligations or the scope of Services to be rendered for the Client under this agreement.

9. INDEMNIFICATION

Of Client by Boost Solutions: At all times after the effective date of this agreement, Boost Solutions shall indemnify the Client against any Loss or Litigation Expense arising out of:
(i) Boost Solutions' gross negligence or willful misconduct arising from Boost Solutions' carrying out of its obligations under this agreement; or
(ii) Boost Solutions' breach of any of its obligations or representations under this agreement.
Of Boost Solutions by Client: The Client shall at all times indemnify Boost Solutions against a Loss or Litigation Expense caused by any breach of any of the representations or agreements made by the Client under this agreement.

10. INTELLECTUAL PROPERTY

No Intellectual Property Infringement by Boost Solutions: Boost Solutions represents that the use and proposed use of any software, programs, or applications to maintain, repair, or update the Website does not and shall not infringe, and Boost Solutions has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party. To the extent the software, programs, or applications used to maintain, repair, or update the Website infringe on the rights of a third party, Boost Solutions shall obtain a license or consent from that party permitting the use of those items.
No Intellectual Property Infringement by Client: The Client represents to Boost Solutions and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will indemnify Boost solutions and its subcontractors against any liability, including any claim or suit, threatened or actual, arising from the use of those elements furnished by the Client. The Client further represents to Boost Solutions that its domain names and URL listing do not infringe, dilute, or otherwise violate third-party rights or trademarks.
Owner Property Rights: All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are the property of the Client, and Boost Solutions has no ownership rights or other intellectual property rights to those items.
Nature of Website Content: The Client represents that the content of the Website is not defamatory or obscene, does not constitute false advertising, and does not violate any applicable laws or regulations. Boost Solutions has the right, but not the duty, to review and monitor all Website content submitted pursuant to an Owner Maintenance Request and to reject or remove any content from the Website that Boost Solutions believes in good faith breaches the Client's representations made under this agreement. Boost Solutions accepts no responsibility or liability for any errors, inaccuracies, or unsuitable content on the Website.

11. GOVERNING LAW

Choice of Law: The laws of the state of Victoria govern this agreement (without giving effect to its conflicts of law principles).
Choice of Forum: Both parties consent to the personal jurisdiction of the state and federal courts in Australia, Victoria.

12. AMENDMENTS

No amendment to this agreement will be effective unless it is in writing and signed by a party.

13. ASSIGNMENT AND DELEGATION

No Assignment: Neither party may assign any of its rights under this agreement except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.
No Delegation: Neither party may delegate any performance under this agreement except with the prior written consent of the other party.
Enforceability of an Assignment or Delegation: If a purported assignment or delegation is made in violation of this section, it is void.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

Counterparts: The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
Electronic Signatures: This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

15. SEVERABILITY

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement. This agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it unless the deletion of those provisions would result in such a material change as to cause the completion of the transactions contemplated by this agreement to be unreasonable.

16. NOTICES

Writing; Permitted Delivery Methods: Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.
Effectiveness: A notice is effective only if the party giving notice complies with subsections (a) and if the recipient receives the notice.

17. WAIVER

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver unless the writing so specifies.

18. ENTIRE AGREEMENT

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties' agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness.

19. HEADINGS

The descriptive headings of the sections and subsections of this agreement are for convenience only and do not affect this agreement's construction or interpretation.

20. EFFECTIVENESS

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement.

21. NECESSARY ACTS; FURTHER ASSURANCES

Each party shall use all reasonable efforts to take or cause to be taken all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

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Signed by Jarrod Hall
Signed On: December 18, 2023


Signature Certificate
Document name: Website Maintenance & Support Agreement
lock iconUnique Document ID: f4400e8aad5170fd0e1faae397c77bc5e800c3de
Timestamp Audit
December 18, 2023 11:30 pm AEDTWebsite Maintenance & Support Agreement Uploaded by Jarrod Hall - admin@boostsolutions.com.au IP 175.37.120.131