Klein New Media Service Level Agreement
1.DEFINITIONS
1.1 Hosting Provider Company refers to the specialist companies, such as Websynthesis or Media Temple from whom Klein New Media contract their Web Servers.
1.2 A Project can be a website, digital marketing agreement, search engine optimization work, or any other service provided by KLEIN NEW MEDIA to the Customer.
1.3 “Frustrates” is a term used to describe were one party to a contract acts in a way so as to make it unrealistic for the other party to carry out their part of the contract.
1.4 The word “contract” as it appears in these terms and conditions shall mean the contract between Klein New Media and the Customer, which will be based on the terms and conditions contained within this Service Level Agreement.
2. ABBREVIATIONS
2.1 SLA stands for Service Level Contract.
2.3 ISP stands for Internet Service Provider.
2.4 HPC stands for Hosting Provider Company.
3. CONTRACT
3.1 The terms and conditions contained in this SLA apply to all KLEIN NEW MEDIA Customers unless agreed in writing to the contrary. No other contract terms and conditions shall apply unless specifically agreed in writing between Klein New Media Limited and the Customer. In the event of any ambiguity between these terms and conditions and any terms agreed in writing between Klein New Media and the Customer then these terms and conditions will apply.
4. ESTIMATES
4.1 KLEIN NEW MEDIA will provide customers with initial estimates for projects on request. The final project sum may vary from the initial estimate. An estimate as opposed to fixed price quotation is useful when the actual project sum cannot be reasonably or accurately ascertained at the onset.
4.2 Work carried out against estimates will be charged in accordance with clause 8.
4.3 KLEIN NEW MEDIA will provide estimates in writing by email to customers, which will include a hyperlink to this SLA. Acceptance by a customer of a KLEIN NEW MEDIA estimate is subject to acceptance of the terms and conditions in this SLA, unless specifically agreed in writing between the Customer and KLEIN NEW MEDIA to the contrary.
5. FIXED PRICE QUOTATIONS
5.1 Whenever possible KLEIN NEW MEDIA will provide customers with a fixed price quotation and detailed specification for a project.
5.2 Items omitted or added to the specification that accompanies a fixed price quotation will be treated as variations in accordance with clause 6.
5.3 KLEIN NEW MEDIA will provide quotations in writing by email to customers, which will include a hyperlink to this SLA. Acceptance by a customer of a KLEIN NEW MEDIA quotation is subject to acceptance of the terms and conditions in this SLA, unless specifically agreed in writing between the Customer and KLEIN NEW MEDIA to the contrary.
6. VARIATIONS
6.1 The value of work included in a fixed price quotation specification that is omitted will be valued and deducted from the final project sum.
6.2 Work that is in addition to that detailed in a fixed price quotation specification will be valued and added to the final project sum.
7. COPYRIGHT
7.1 The source code of all website web pages remains the intellectual property of KLEIN NEW MEDIA and may not be copied and used by any other party without the consent of KLEIN NEW MEDIA.
7.2 All scripts, css and include files used within customer websites remains the intellectual property of KLEIN NEW MEDIA and may not be copied and used by any other party without the consent of KLEIN NEW MEDIA.
7.3 The stored procedures, functions and triggers programmed in to SQL Databases remain the intellectual property of KLEIN NEW MEDIA and may not be copied and used by any other party without the consent of KLEIN NEW MEDIA.
7.4 All customer logo images, images unique to the customer, i.e. of their premises, work force and their business, plus all written copy, belong to the customer and are covered under their copyright. KLEIN NEW MEDIA will not reuse customer written content or images without the express permission of the customer.
8. HOURLY RATE CHARGES
8.1 KLEIN NEW MEDIA will charge for services provided that are not included in any quotation or under the terms of clause (9), Hosting. The amount charged will be based on KLEIN NEW MEDIA’S standard hourly rate, unless a different hourly rate has otherwise been agreed in writing.
8.2 KLEIN NEW MEDIA will review and may increase their standard hourly rate on an annual basis.
8.2 There will be a minimum charge of 15 minutes.
9. HOSTING
9.1 KLEIN NEW MEDIA prefers to use high performance web servers hosted by first class HPC’s, such as Websynthesis. Lower cost grid servers may be used to reduce cost to the customer at their request.
9.2 KLEIN NEW MEDIA has no responsibility for the performance of hosting servers.
9.3 KLEIN NEW MEDIA will quote a separate annual price for the hosting and associated technical support for customer websites.
9.4 KLEIN NEW MEDIA will use their best endeavors, in conjunction with the HPC, to rectify the cause of any disruption in the hosting service of a customer’s website(s) and to minimize the duration of any such instances.
9.5 KLEIN NEW MEDIA will not be liable to the Customer for any compensation in respect of any down-time that may occur with the hosting of their website(s).
9.6 KLEIN NEW MEDIA will keep a separate local backup of all customer website files and in the unlikely event of a hard drive failure or other technical failure with the dedicated web server will re-setup the website as quick as possible on a new or repaired web server.
9.7 All SQL Server databases used for customer websites are regularly backed up by our providers and in the unlikely event of hard drive or other technical failure with the dedicated web server will be restored and re-connected to customer website(s).
9.8 With regard to any images or download files uploaded to a customer’s website by a customer it is the responsibility of the customer to retain a copy of these on their local PC/LAN. In the unlikely event of hard drive failure or other technical failure with the dedicated web server it will be the responsibility of the Customer to re-upload these files.
9.9 KLEIN NEW MEDIA utilize various backup processes on their servers for all website folders and files and may, therefore, be able to avoid customers having to re-upload files in accordance with clause 9.8. This is not guaranteed by KLEIN NEW MEDIA so customers should observe and be prepared, in the unlikely event, to comply with clause 9.8.
9.10 In the event that a customer wishes to move their website and/or SQL Server Database to another web server supported by another party, then KLEIN NEW MEDIA will cooperate fully, subject to all outstanding amounts being paid up in full, in advance, along with a negotiated fee to purchase the intellectual copyright of the source code etc detailed in clause 7.
9.11 The option described under clause 9.10 is not available to customer websites that are linked to a shared SQL Server database. In this situation customers can pay for their website data to be exported to a standalone SQL Server database, which can then be relocated.
9.12 In the event that the Customer requires assistance with remedying a situation with their website that is not a technical fault caused by KLEIN NEW MEDIA or the HPC the time expended by KLEIN NEW MEDIA will be charged to the Customer in accordance with clause 8.
9.13 KLEIN NEW MEDIA will invoice for Hosting on an annual basis, yearly in advance. Invoices will be raised approximately 60 days prior to the commencement date.
10. EMAIL
10.1 KLEIN NEW MEDIA will setup customer’s email with email service providers and charge a fixed amount for doing this.
10.2 KLEIN NEW MEDIA will pay the mail service provider annual subscription costs for each mailbox and invoice the customer a fixed amount for each mailbox annually.
10.3 KLEIN NEW MEDIA are excluded from any liability to the Customer for any interruption or termination in the email service.
10.4 KLEIN NEW MEDIA will troubleshoot any problems reported by the Customer with their email. If the problem is due to an omission by KLEIN NEW MEDIA then no charge will be made to the Customer. If the problem is not due to an omission by KLEIN NEW MEDIA then the Customer will be charged in accordance clause (8), KLEIN NEW MEDIA Hourly Rate Charges.
11. WEBSITE SERVICES
11.1 KLEIN NEW MEDIA will offer to customers third party services such as those offered by Google to enhance the performance of their websites. KLEIN NEW MEDIA may include in quotations the setup and maintenance of such third party services. KLEIN NEW MEDIA will not be liable to the customer for any interruption, non-performance, or cancellation of the provision by third parties of any such services.
12. SEARCH ENGINES
12.1 KLEIN NEW MEDIA accepts no responsibility or liability to the customer for search engine rankings or how such rankings may vary over time. KLEIN NEW MEDIA will give consideration to search optimization when building a website, but SEO services are separate from the design & development process and require a separate agreement due to the ongoing nature of SEO.
13. INVOICING & PAYMENT
13.1 KLEIN NEW MEDIA standard payment terms are 14 days from the date of invoice.
13.2 KLEIN NEW MEDIA will specify within estimates or quotes how a project will be invoiced. Large projects may be split in to a number of monthly interim invoices plus a final invoice on completion, or an up front deposit with final invoice on completion.
14. PERFORMANCE
14.1 KLEIN NEW MEDIA will ensure that the specification quoted for to the customer works as intended. In the event that the customer reports that some part of the specification is not functioning correctly then KLEIN NEW MEDIA will investigate this and take corrective action, which will be at no expense to the customer.
14.2 In the event that the customer reports an issue which is related to a matter that falls outside of the project specification then KLEIN NEW MEDIA will investigate this and email the customer a report and if appropriate, a price to carry out the extra work involved to resolve the issue.
15. DAMAGES
15.1 Unless expressly agreed in writing to the contrary KLEIN NEW MEDIA do not have any liability to the customer for any delays in completing a project.
15.2 KLEIN NEW MEDIA do not have any liability to the customer for the performance of a website, database or any other entity/service developed/setup for the client.
16. TERMINATION
16.1 In the event that the customer does not pay an invoice within 30 days of the due date, i.e. within 44 days of the date of the invoice, then KLEIN NEW MEDIA have the right to suspend all further works for that customer until such time as payment is made in full.
16.2 In the event that the Customer does not pay an email subscription invoice within 30 days of the due date, i.e. 44 days after the invoice date, then KLEIN NEW MEDIA reserve the right to turn off any email services until such time as the invoice is paid in full.
16.3 In the event that the Customer does not pay a hosting subscription invoice within 30 days of the due date, i.e. 44 days after the invoice date, then KLEIN NEW MEDIA reserve the right to turn off any website hosting until such time as the invoice is paid in full.
16.4 In the event that the customer becomes insolvent or goes in to liquidation KLEIN NEW MEDIA have the right to immediately terminate their contract with the Customer and invoice for the full value of project works carried out to that date, plus suspend any email or hosting services.
16.5 In the event that a customer “frustrates” the progress of a project contract with KLEIN NEW MEDIA then KLEIN NEW MEDIA will be entitled to give 14 days written notice to the customer of the contract being terminated. If the customer does not satisfactorily remedy the cause(s) of the frustration, within the 14 day notice period, then KLEIN NEW MEDIA will have the right to terminate the contract. KLEIN NEW MEDIA will invoice the Customer for the full value of works carried out to-date.