Payments
Payment Schedule
Client agrees to pay eConcepts a total of ‘Agreed Amount’ per month stipulated in the clients Service Provision contract , in exchange for the agreed services. The first payment is due upon execution of Any ‘Agreement’. Subsequent payments will be due on the same date every month thereafter until the SLA is cancelled.
Late Payments
If the Client fails to pay any amount properly due under any ‘Agreement’ by the due date, eConcepts may, after giving three days’ notice to the Client, suspend any work until payment is made in full. eConcepts right to withhold delivery of any current work if accounts are not current or overdue invoices are not paid in full.
Third Party Fees
The Client is responsible for all third party fees, including any necessary license fees required to purchase and install new plugins or software on the website. These fees will be communicated to the client in writing before they are incurred.
Terms & Conditions
Headings
The section headings contained in this page are for reference purposes only and shall not affect the meaning or interpretation of Any ‘Agreement’.
Confidentiality
Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to Any ‘Agreement’ and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
Obligations of the Client
The Client must ensure:
- To appoint a designated support point of contact who shall communicate on behalf of the Client for all technical issues with the Company;
- The Client shall provide required information to the Company and access to use of all information facilities as determined necessary by the Company in order to enable the Company to provide the support services timely to the Client;
- To follow the procedures as suggested by the engineers of the Company in an effort to correct problems, including sending files and data requested by the Company support.
- Provide full screenshots and/or screen recordings as and when requested by the Support team of the Company to demonstrate the issue/task and ensure that all reasonable attempts to replicate a potential issue have been taken prior to informing.
- To the extent applicable to the services, the Client represents and warrants that it may enter into one or more license agreement with the vendors and it shall maintain such licenses for so long as Company continues to produce and deliver the services pursuant to the present Agreement;
- If a certain issue is not due to bug or error the Company will intimate the Client about the same.
Assignment
The Client or eConcepts cannot assign or transfer Any ‘Agreement’ to anyone else without the written permission of the other party.
Force Majeure:
The Company shall have no liability to the Client under any ‘Agreement’ if it is prevented from or delayed in performing its obligations under any ‘Agreement’, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Company or sub-contractors, provided that the client is notified of such an event and its expected duration.
Limitation of Liability
In no event will either party be liable, whether in contract, tort, or otherwise, for any incidental, special, indirect, consequential or punitive damages, including, but not limited to, damages for any loss of use, loss of time, inconvenience, commercial loss, or lost profits, savings, or revenues, to the full extent such may be disclaimed by law.
The total liability of eConcepts or Client, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, is limited to the price of the particular services purchased, sold, or otherwise at issue hereunder with respect to which losses or damages are claimed.
Intellectual Property Rights
eConcepts agrees to grant to the Client a non-exclusive, irrevocable, royalty free license to use, copy and modify any elements of the Material not specifically created for the Client as part of the Service Provision. In respect of the Material specifically created for the Client as part of the Service Provision, eConcepts assigns the full title guarantee to the Client and all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished.
If any third party intellectual property rights are used in the Material eConcepts shall ensure that it has secured all necessary consents and approvals to use such third party intellectual property rights for eConcepts and the Client.
For the purposes of this Clause, “Material” shall mean the materials, in whatever form, used by eConcepts for Service Provision and the products, systems, programs or processes, in whatever form, produced by eConcepts pursuant to Any ‘Agreement’.
Construction
Both parties have had adequate opportunity to obtain legal representation and Any ‘Agreement’ reflects arms’ length negotiations. Neither party will be deemed the drafter and no ambiguity in the Agreement will be construed against either party.
Contract Cancellation
The Client may cancel or choose not to renew Any ‘Agreement’ at any time by providing written notice to eConcepts within five business days of such cancellation, Client will be responsible for securing their own web hosting account, email hosting account where applicable, and technical support provider, as eConcepts will no longer provide these services. Any fees billed to and/or paid for by the Client up until the point of cancellation are non-refundable and will not be reimbursed by eConcepts to the Client.
eConcepts may cancel or choose not to renew Any ‘Agreement’ at any time by providing 60 days written notice to Client. In the event of cancellation or non-renewal by the provider, eConcepts will provide a prorated refund for unused services and all files necessary to migrate the website to another host.
Severability
If any provision of Any ‘Agreement’ shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from Any ‘Agreement’ and shall not affect the validity and enforceability of any remaining provisions.
Service Agreements
Any ‘Agreement’ contains the entire agreement of the parties with respect to the subject matter of the Agreement. The Agreement supersedes any prior agreements, understandings, or negotiations, whether written or oral. Any ‘Agreement’ can only be amended through a written document formally executed by all parties.
GDPR
eConcepts will comply with all requirements of General Data Protection Regulation (GDPR) in relation to the protection of personal data related to this project.
The designated eConcepts GDPR ‘Data Controller’ is ‘Adam Jackman’
Adherence to such requirements includes and is not limited to:
- Transfer of relevant documentation from the Client to eConcepts
- Undertaking of the project related data collection exercises,
- All matters related to the update and management of the website as per requirements, such as relating to cookies.
Authorization
Client authorizes eConcepts to access their web hosting account, providing active user name / password combinations for access to the server via FTP, SSH, or web console, assuring that ‘write permissions’ are in place on said hosting provider.
During the duration of Any ‘Agreement’, the Client agrees that eConcepts will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the website. If a party other than eConcepts makes changes to the website, any errors that are created must be repaired and will be charged at €75 per hour.
Indemnity
Client agrees to indemnify eConcepts against all claims, judgments, costs and expenses, including legal fees, incident to any proceeding which may be brought against eConcepts as it specifically relates to the agreement to support and/or maintain the website.
Notices
Any notice which may be given by a Party under Any ‘Agreement’ shall be deemed to have been duly delivered if delivered by hand, first class post, facsimile transmission or electronic mail to the address of the other Party as specified in Any ‘Agreement’ or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:
- first class post, 3 days from the date of posting;
- hand or by facsimile transmission, on the date of such delivery or transmission; and
- electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.
Relationship of the Parties
The Parties acknowledge and agree that the Services performed by eConcepts, its employees, agents or subcontractors shall be as an independent contractor and that nothing in Any ‘Agreement’ shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.
Rights & Responsibilities
- The failure of either party to enforce its rights under Any ‘Agreement’ at any time for any period shall not be construed as a waiver of such rights.
- Neither Party shall be liable for failure to perform or delay in performing any obligation under Any ‘Agreement’ if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute.
- Any ‘Agreement’ shall be governed by the laws of Ireland.
Warranty
eConcepts represents and warrants that:
- It will perform the Services with reasonable care and skill;
- and the Services Provision by eConcepts to the Client under Any ‘Agreement’ will not infringe or violate any intellectual property rights or other right of any third party.
- The following warranty is in lieu of all other warranties, conditions or promises to client or any third party, express or implied, including any implied warranty of merchantability or fitness for a particular purpose, or arising by statute, law, course of dealing, custom and practice or trade usage. Except as provided, the digital products are provided on an ‘as is’ basis. the company is not liable for incidental, special or consequential damages for any reason (including loss of data or other business or property damage), even if foreseeable or if client has advised of such a claim. the company’s liability shall not exceed the fees that client has paid under any ‘Agreement’. Client agrees that the pricing for the services would be substantially higher but for these limitations.
Appendices
Key Terms
Automated Bot Protection
A service to mitigate attempted malicious attacks on the web application through automated ‘bots’
Backups
A backup is a duplicate copy of your website.
CDN Integration
Access to a ‘Content Delivery Network’ to serve faster load times to the web application and all content (Images/Videos, etc).
Dedicated Cloud AWS Server
A standalone Amazon Web Server, based in Ireland, with a dedicated IP address.
Dedicated Cloud Server – Based in EU
A standalone Amazon Web Server, based in the EU, with a dedicated IP address.
Email Hosting
A mail box where you can send/receive from a dedicated email address
Google Analytics Monitoring
A dedicated Google Analytics account for monitoring web traffic
High Performance Cloud Server Hosting
A dedicated cloud based server providing high performance application performance
Performance Monitoring
Monitoring alerts in place to ensure optimal server performance.
Server Infrastructure
As mentioned above, a server is a data storage unit which is specifically configured to host information available through a connected device, such as your laptop or phone.
Server Maintenance
Servers need to be constantly monitored to ensure there are adequate resources available in times of increased website traffic; increased risk of a security breach and for general maintenance.
Shared High Performance Cloud Server
A shared cloud based server providing high performance application performance. Shared means that there will be other applications running on the same server, with the same IP address
SSL Certificate
An SSL certificate is a signed security certificate which ensures a secure connection between your browser and the server where the website is requested from. This ensures that no third party can ‘listen’ to your online browsing session on that particular site.
Website Maintenance
Identifying any errors on site and implementing required fixes where appropriate
Website Testing Check
A test to ascertain current operation and identify optimal performance and response
Website Visual Check
Visual check on web application across a number of different browsers and devices
WordPress Core Review/Updates
WordPress Core updates are vital to the security and operation of any WordPress application. When necessary, the core will be updated and tested to ensure smooth operation
WordPress Theme & Plugin Updates
WordPress Theme & Plugin updates are vital to the security and operation of any WordPress application. When necessary, the theme and plugin files will be updated and tested to ensure smooth operation.