These are the standard terms and conditions referred to in the foregoing contract between SIA Sheer trading as “Heer WP Maintain” and ”Heer Digital” having its principal place of business at Vienibas Prospekts 13, Bulduri, Jurmala, LV-2010. Latvia. Registration number 40103581860. Hereinafter referred to as “The Agency”, and “The Client” identified by records held at www.sheerwpmaintain.co.uk having signed the agreement after reading the terms and conditions and marking the checkbox in the online checkout at www.sheerwpmaintain.co.uk
1. Definition Of Terms:
The Agency – refers to SIA Sheer, trading as “Heer WP Maintain” and “Heer Digital”, its agents and authorised representatives which are also referred to using “we”, “us”, ”our” and “ours”.
The Client – refers to customers subscribing to “Heer WP Maintain” having checked marked their agreement to these terms through sign-up at www.sheerwpmaintain.co.uk
Host/ Hosting Provider – refers to the company on whose system the Website physically resides.
Content – refers to all text, pictures, sound, graphics, video, links, and other data stored by The Client at the host computers.
Content Management System (CMS) – refers to a third party computer application (WordPress) that allows publishing, editing and modifying content, organizing, deleting as well as maintenance from a central interface.
Theme – a collection of files that work together to produce a graphical interface with an underlying unifying design for a weblog. These files are called template files.
Extension/ Plugin – refers to a third party software component that adds a specific feature to an existing computer application such as a Content Management System
Website – refers to the WordPress Content Management System, it’s pre-existing theme, extensions, plugins and content stored by The Client on host computers as identified by a single domain URL supplied by The Client at the Sheer WP Maintain checkout.
Services – the subject matter of the contract between The Client and The Agency.
2. Services provided under this agreement :
The Agency agrees:
2.1 The Agency will be available for consultation to troubleshoot elements that may not be working to the original website specification.
2.2 To maintain a full backup of the website each week through the duration of this agreement. This backup will be delivered in full to client on closing of this contract or at such a time as is required in the event of the need to restore the site from said backup.
2.3 To monitor The Clients website for available updates, and on a weekly basis implement available updates to The Clients’ site’s CMS and pre-existing template/theme as required to ensure the website is using the most up to date version. Notwithstanding, in the event that said template/theme requires significant structural redevelopment (greater than 1 hour of programming or design effort) the agency will provide a quote for this work, which will incur additional cost and require a separate agreement. The Client Indemnifies The Agency against any errors, intrusions, hacking resulting from deficiencies in the CMS or theme source code. The client recognises that The Agency is not the originator of the CMS or theme source code and will not be held liable for any claims, demands, losses, damage, costs or expenses incurred by The Client as a result of any deficiencies whatsoever in said CMS or theme source code.
2.4 To monitor the website for available updates for any pre-existing extensions/ plugins used on The Clients website and to implement these updates on a weekly basis to ensure that they are the most up to date versions. This also includes deleting any unused or unnecessary extensions Notwithstanding, The Client indemnifies The Agency against any errors, intrusions, hacking resulting from deficiencies in the extension(s) or plugins(s) source code. The client recognises that The Agency is not the originator of the extension(s) or plugins(s) source code and will not be held liable for any claims, demands, losses, damage, costs or expenses incurred by The Client as a result of any deficiencies whatsoever in said extension, plugin or script source code.
2.5 To install and optimise security extensions to protect The Clients site from unwanted intrusion. Notwithstanding, The Client Indemnifies The Agency against any errors, intrusions, hacking resulting from deficiencies in the security extension(s) or plugins(s) source code. The client recognises that The Agency is not the originator of the security extension(s) or plugin(s) source code and will not be held liable for any claims, demands, losses, damage, costs or expenses incurred by The Client as a result of any deficiencies whatsoever in said security extension or plugin source code
2.6 To advise on extension/plugin requirements to replace pre-existing extension/ plugins which are redundant or malfunctioning as well as any additional site functionality as required. Notwithstanding, in the event that said extensions/ plugins require any template/theme or structural redevelopment of more than 1 hour of programming or design effort the agency will provide a quote for this additional work and any additional plugin licencing costs, which will incur additional cost and require a separate agreement.
2.7 To monitor The Clients hosting and notify the Client in a timely manner if the website is down. The Client Indemnifies The Agency against any errors, intrusions, hacking resulting from deficiencies in the hosting. The Agency is not responsible for the restoration of the website circumstances where the hosting is at fault and it is The Clients responsibility to contact their hosting provider in order to remedy any issues with the website which are specifically hosting related.
2.8 To monitor The Clients website for malware infections and/ or unauthorised access (hacking) and notify the Client in a timely manner of the intrusion. The Client Indemnifies The Agency against any errors, intrusions, hacking resulting from deficiencies in the CMS, security extension(s) or plugin(s) or script(s) source code. The client recognises that The Agency is not the originator of the CMS, security extension(s) or plugin(s) or script(s) source code and will not be held liable for any claims, demands, losses, damage, costs or expenses incurred by The Client as a result of any deficiencies whatsoever in said CMS, security extension or script source code. The Agency is not responsible for the restoration of the website in circumstances where the website is infected or has been accessed by unauthorized users. Notwithstanding, in the event of a malware infection or unauthorised access, The Agency will provide a quote for remedial action, and to improve security and these additional works will incur additional cost and require a separate agreement.
2.9 To monitor any Secure Socket Layer (SSL) certificate of the website and notify The Client in a timely manner of any detected issues or the expiry of the certificate. The Client Indemnifies The Agency against any errors, intrusions, hacking resulting from deficiencies in the SSL certificate. The client recognises that The Agency is not the originator of the certificate and will not be held liable for any claims, demands, losses, damage, costs or expenses incurred by The Client as a result of any deficiencies whatsoever in said SSL certificate. Notwithstanding, in the event of any issues with the certificate including expiry, The Agency will provide a quote for remedial action to fix deficiencies and these additional works will incur additional cost and require a separate agreement.
3. Services NOT included under this agreement:
3.1. Fixes, or clean up related to any malicious malware of hacking attempts.
3.2 Web site redesign, re-alignment or re-development.
3.2.1 Content, photo/image, branding or visual changes to the website
3.3 Digital Marketing Services, including but not limited to pay per click advertising, search engine optimisation, social media marketing and display advertising.
3.4 CMS design or software integrations including but not limited to non pre-existing plugins, blogs, shopping carts, web forums and social site integrations.
3.5 E-commerce website maintenance including but not limited to, product/ image upload or updating, image optimisation, content creation or updating.
3.6 Content generation or creation and/ or creation of original graphics, images or photography.
3.7 Website speed optimisations including code refactoring or ongoing development for the purpose of speeding up the load time of the website.
3.8 Bespoke plugin design or development or maintenance of bespoke plugins that are not supported at https://wordpress.org/plugins/.
3.8.1 Plugin renewal or licence costs or software subscription costs.
3.9 Bespoke theme development or maintenance of bespoke or off-the-shelf themes which are not suitably set-up for updates and inherently cease functioning after theme, CMS or plugin updates.
4. Total Agreement, Duration & Cost:
4.1 The Agency shall provide The Client with pre-existing CMS, theme and plugin updates to the website, regular back-ups, server monitoring, malware monitoring and SSL monitoring as defined in section 2 above from the date of subscription sign up, month to month for a fixed fee of £50 GBP or £100 GBP for WooCommerce (+ VAT where applicable) per month. Payment will be taken on sign-up and then automatically each following month on or near the day of the month of sign-up while the agreement remains in force until either party termimates the agreement. The Agency reserves the right to increase or decrease the fixed monthly fee in the future subject to providing one months notification to The Client. All correspondence regarding this subscription is by email and The Client may contact the agency using the following email address: support@sheerdigital.co.uk
4.2 For the duration of this contract, The Client agrees that The Agency will be the sole provider of software update services for the website, and no other party will have access to or rights to change the website. If a party other than The Agency makes changes to the website and if any errors are created and these errors require repair then the work undertaken will be charged at £60 GBP per hour.
5. Additional Services:
Any work The Client requests The Agency to perform that is not specified in 2. Services provided under this agreement above will be considered additional effort and will require a separate agreement and payment. The Agency shall inform the Client if the work requested will require additional payment. Additional services outside of this agreement will be charged at £60 GBP per hour or the prevailing hourly rate offered by The Agency.
6. Authorization:
The Client hereby authorizes The Agency to access their Content Management System (CMS), web hosting account, providing active user name / password combinations for access to their CMS and hosting server via SSH or FTP, assuring the correct permissions are in place with their hosting provider.
7. Termination:
7.1 The Client may terminate this website software updates agreement by cancelling the subscription at any time via their Account settings at www.sheerwpmaintain.co.uk. No refunds for part used months will be given. By cancelling the subscription the website software updates agreement is terminated with immediate effect on the date of the next subscription renewal and The Agency will cease the delivery of all services. The Client may re-subscribe at any time through their account settings by re-registering a credit card, and upon successful receipt of payment The Agency will resume all services with the maintenance agreement back in force.
7.2 ‘The Agency reserves the right to cancel this website software updates agreement in the event of The Client’s non-payment or any reason whatsoever at any time and will provide a cancellation notice electronically to The Client. In the event that The Agency cancels the agreement for a reason other than non-payment, The Agency will immediately cease taking subscription payments from The Client and notify the client of the reason by email. No refunds will be given for part used months in the event that The Agency cancels the website software updates agreement under any circumstances.
8.Data Processing Agreement:
This Data Processing Agreement (the “Agreement”) is entered into between The Agency (the “Processor”), and The Client (the “Controller”).
Purpose. This Agreement sets forth the terms and conditions under which the Processor will provide Wordpress core and plugin updates, offsite back-ups, server monitoring, SSL monitoring, and malware detection services to the Controller.
Scope of Services. The Processor agrees to perform the following services for the Controller:
a. Wordpress Core and Plugin Updates: The Processor will provide weekly updates to the Wordpress core and plugins used by the Controller on its website.
b. Offsite Back-ups: The Processor will provide regular offsite back-ups of the Controller’s website to ensure that the Controller’s data is protected in the event of data loss or other technical issues.
c. Server Monitoring: The Processor will monitor the Controller’s server to ensure that the website is running smoothly and to detect and address any issues that may arise.
d. SSL Monitoring: The Processor will monitor the Controller’s SSL certificate to ensure that it remains valid and secure.
e. Malware Detection: The Processor will perform regular scans of the Controller’s website to detect and remove any malware that may have been installed.
8.1 Data Processing. The Processor agrees to process personal data only as instructed by the Controller and in accordance with the terms of this Agreement. The Processor shall implement appropriate technical and organizational measures to ensure the confidentiality, integrity, and availability of the personal data processed on behalf of the Controller.
8.2 Sub-processors. The Processor may engage sub-processors to perform some or all of the services under this Agreement, provided that the Processor shall remain fully responsible for ensuring that the sub-processors comply with the terms of this Agreement.
8.3 Termination. Either party may terminate this Agreement at any time with written notice to the other party. Upon termination, the Processor shall delete or return all personal data in its possession or control, except as required by applicable law.
8.4 Amendment. This Agreement may be amended only by written agreement between the parties.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
9. Total Liability:
The Agency’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with this Agreement shall be limited to the monthly amount actually received by The Agency from The Client pursuant to the terms of this Agreement.
10. Indemnity:
The Client agrees that it shall indemnify and keep indemnified The Agency against all claims, demands, losses, damage, costs or expenses incurred by The Agency as a result of a breach by the Client of any provision of this Agreement, law or regulation and as a result of any third party legal action or threatened action in relation to Intellectual Property Rights infringement whatsoever and howsoever arising.
9.1 Nothing in this agreement shall operate to exclude or limit the Service Provider’s liability for:
(a) death or personal injury caused by its negligence; or
(b) fraud [except misrepresentation caused by malicious third-party fraud under the Computer Misuse Act 1990 or the Fraud Act 2006]; or
(c) any other liability which cannot be excluded or limited under applicable law.
11. Laws Affecting Electronic Commerce:
The Client agrees that The Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend The Agency and its subcontractors from any claim, suit, penalty, tax, or tariff arising from The Client’s use of Internet electronic commerce.
12. Non-Disclosure:
The Agency, its employees and subcontractors agree that, except as directed by The Client, it will not at any time during or after the term of this Agreement disclose any confidential information to any person whatsoever. Likewise, The Client agrees that it will not convey any confidential information obtained about the Agency to another party.
13. Non Solicitation:
12.1 The Client agrees and undertakes that for the duration of this Agreement and the period of one year after the termination of this Agreement it (or any Client group company or related person) shall not directly or indirectly approach, use the Services of or employ any employee or former employee of The Agency with whom it has come into contact in connection with this Agreement in any regard.
12.2 The Client agrees and undertakes that if it (or any Client group company or related person) acts in breach of clause 12.1 or without The Agency’s prior written consent then (without limitation to any other remedy available to The Agency) the Client shall pay an introduction fee amounting to the amount paid to the employee for the last two years of his or her employment.
14. Sub-Contract:
The Agency may sub-contract the performance of any of its obligations under this Agreement.
15. Relationships of Parties:
Nothing in this Agreement shall create or be deemed to create a partnership, or the relationship of employer and employee between the parties.
16. No Rights of Third Parties:
The Parties to this contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999.
17. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.
18. Changes to these Terms and Conditions:
The Agency reserves the right at any time to modify this Agreement and to add new or additional terms or conditions to the Services supplied to The Client under this agreement. Such modifications and additional terms and conditions will be communicated to The Client and if accepted, will be effective immediately and will be incorporated into this Agreement. In the event The Client refuses to accept such changes, The Agency will have the right to terminate the Agreement.
19. Entire Understanding:
This contract constitutes the sole agreement between The Agency and The Client regarding its CMS and Plugin maintenance service.The Client asserts that they have the authority to make decisions concerning this website, and that they have the authority to promise payment to The Agency for services rendered. The Client asserts they have read The Agency’s CMS and Plugin Maintenance Agreement and understand the contents herein.
The Agency:
SIA Sheer, Signed on receipt of the Clients first monthly subscription payment
The Client:
Identified by records held at www.sheerwpmaintain.co.uk having signed the agreement after reading the terms and conditions and marking the checkbox in the online checkout at www.sheerwpmaintain.co.uk
Terms and conditions last updated on the 27th April 2023.
