Website Management Agreement

This Website Management Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all monthly website management services (hereinafter collectively referred to as “Management Services”) ordered by Client.

Term and Termination

This Agreement shall be effective as of the time frame Client signs up for Management Services. This Agreement may be terminated by either party upon 30 day written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by ONE SC MEDIA LTD immediately if: (i) Client fails to pay any fees hereunder;
or (ii) if Client fails to cooperate with ONE SC MEDIA LTD or hinders ONE SC MEDIA LTD’s ability to perform the agreed Management Services plan.

Management Services

ONE SC MEDIA LTD agrees to provide Client with Management Services as described in this Agreement. Management Services include:

  • Updates to Client’s content management system, including plugins and themes.*
  • WordPress Website Hosting in line with our Website Hosting Terms and Conditions https://onescmedia.co.uk/legal/terms-and-conditions/
  • Server and 1 monthly cloud/external disk backup of website on ab hourly basis
  • Recovery of website files from backups.
  • Uptime monitoring
  • Regular security scans
  • Updates to text, images, content, integrations and other changes to Client’s website pages. The maximum included amount of time dedicated towards these tasks each month is 1 hour.
  • Any website support requests, beyond what is outlined in the above, or WordPress questions requiring a response by ONE SC MEDIA LTD will count towards additional time chargeable between £30+VAT to £60+VAT an hour dependant on the type additional work. Prior to any additional billing the Client will be contacted to approve the additional cost and an invoice will be raised for payment once the additional work has been completed.

*These are tasks that are done throughout the month. Some items, such as updates, only occur when necessary and when we know the update is a stable version and it is okay to proceed.

Malware, Spam, or Malicious Code 

  • Removal of malware, spam, and malicious code from Client’s website is available for an additional charge of £60 per hour + VAT per incident for clients who are on a management plan at the time of infection. It is to be understood that ONE SC MEDIA LTD does not guarantee that a client site(s) is 100% safe from malware, spam or malicious code infection).
  • Removal of malware, spam, and malicious code that is existing on a website when a Client signs up for a Management plan will be charged at a rate of £60 per hour + VAT for removal. This charge does not include working with Google or other search engines on your behalf to solve any issues your infection as caused you with their services. That work/time is billed as extra.

Fees; Limitations on Refunds and Cancellation Fees

Client agrees to pay ONE SC MEDIA LTD any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Management Services (we charge 1 month in advance), or billed yearly. The client further agrees that, in the event of any termination of this agreement by client, no refunds shall be given under any circumstances whatsoever. The client further agrees to pay upon cancellation any other amounts due to ONE SC MEDIA LTD for work provided at client’s request above and beyond the monthly allotted time of monthly agreement. ONE SC MEDIA LTD is hereby authorised to charge client’s credit card account or other payment mechanism for any amounts owed from time to time by client to ONE SC MEDIA LTD.

Client Responsibilities

For the purposes of providing these services, Client agrees:

  • To answer any questions from ONE SC MEDIA LTD, in regard to task work on website, promptly.
  • To provide ONE SC MEDIA LTD with access to its website for the purpose of providing Management Services.
  • To properly convey to ONE SC MEDIA LTD the information about requested content updates.
  • To provide ONE SC MEDIA LTD access to their web hosting account, providing active user name / password combinations for access to the server via (S)FTP and Control Panel, assuring that correct permissions are in place on hosting provider.

Client Acknowledgements

Client understands, acknowledges and agrees that:

  • Client understands that all work for monthly Management tasks will be scheduled according to ONE SC MEDIA LTD’ workflow. We have a process and maintain sites for many Clients, therefore all website updates work that counts towards your monthly time allowance is done on a first come first serve basis, except in the case of a total website down issue, which would be considered an “emergency.”
  • Typically urgent enquiries have a standard resolution of 6 hours, and standard enquiries are completed within 48 hours, with first response within 24 hours.
  • Failure by Client to answer a question critical to the completion of a task within 5 business days may cause that task to be and moved to the “end of the line” in our work queue. Depending on the time of month, this could cause that task to roll over into the next month’s bucket of update requests.
  • The amount of time allocated for additional updates, will be billed in fifteen (15) minute increments.
  • All monthly updates are scheduled at our convenience and in accordance with our schedule. We have a process and a workflow that we use to maintain all of our Clients’ websites in a fair and orderly fashion. The only exception being in the case of Client’s website being totally offline or down for some reason, in which case their issue would be considered an ‘emergency’ and would take priority.
  • Client understands that if they provide ONE SC MEDIA LTD with a Management task and the task has been completed, then they wish to make changes to the task, any additional time to make these changes will count towards the monthly allowance of time.
  • Additional website updates include, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimisation and digital marketing.
    Website updates do not include website redesign, re-alignment or re-development equalling more than 50% change to web page, web graphics on the website (i.e. 4 graphics on website, and you want 3 changed, there is a charge for anything above 2, meaning 50%).
  • CMS design, integration of plugins that require intensive configuration, or programming of things that require extensive time to set up, including but not limited to blogs, shopping carts, API integrations with third party services, and web forums that can not be completed within the allocated time of 1 hour will be communicated to the client and charged as additional work once approved by the Client.
  • Management Agreement does not typically include training on how to use your website, WordPress, or email, but we can provide training at additional cost or sometimes complimentary.
  • Management Agreement does not include training on search engine optimization (SEO) or other online digital marketing.
  • All communications will be done during regular business hours, which are Monday through Friday from 9:00 AM to 5:00 PM Ireland/UK if contacting your Client Account Manager. Whereas communication with our support desk is available 24/7 through our website, email or by phone.
  • If the Client’s website is not hosted with ONE SC MEDIA LTD, we have no control over Client’s hosting company in regard to server downtime, incompatibilities with software, PHP compatibility issues, etc.
  • If the Client’s email accounts are not hosted with ONE SC MEDIA LTD, we can’t be responsible for Client’s email issues or troubleshooting problems on their own computer. Our role is to maintain and keep your website running at its optimal capabilities. We are not your IT team.
  • ONE SC MEDIA LTD has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
  • ONE SC MEDIA LTD is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
  • ONE SC MEDIA LTD is not responsible for changes made to Client’s web site(s) by other/third parties, including the Client themselves.
  • ONE SC MEDIA LTD is not responsible for third-party plugins that may become unusable as a result of Management Services performed.
  • ONE SC MEDIA LTD will not repair Client’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Management Services.

Scheduling of Management Tasks – Because of the nature of our business, we are juggling multiple Management clients, on top of several large web design projects, at any given time. Because time is at a premium, we don’t take on more Clients than we can handle, however, scheduling is a priority for us. We schedule all work for the month in advance to maintain a workflow that is conducive for our business and for all of our Clients. When we take on a Management Client they are given a set amount of time in our schedule for Management tasks that can be done each month that are counted towards their monthly time allotment. Please understand that the scheduling of these tasks is totally at the discretion of ONE SC MEDIA LTD. The only time we put one Client’s tasks for another Client’s place in line is in the case of an emergency. Unless a website problem interrupts your business monetarily, for instance an eCommerce site that goes down or has problems with checkouts, or it is totally down or offline, it is not considered an emergency. We will provide the amount of time you have contracted for each month towards updates, however we do it in accordance with our schedule. This is the only way we can be fair to all of our Clients. Typically urgent enquiries have a standard resolution of 6 hours, and standard enquiries are completed within 48 hours, with first response within 24 hours.

Additional Services – Additional services not listed herein will be provided for a fee as explained above.
Search engine optimisation (SEO), developing new content, Digital Marketing, Banner Advertising, Google Adwords management, Graphic Design or writing new copy for Client are not included in the standard Management Packages.

Indemnification – Client shall indemnify and hold harmless ONE SC MEDIA LTD (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by ONE SC MEDIA LTD as a result of any claim, judgment, or adjudication against ONE SC MEDIA LTD related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to ONE SC MEDIA LTD (the “Client Content”), or (b) a claim that ONE SC MEDIA LTD use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, ONE SC MEDIA LTD must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defence and all related negotiations.

Disclaimer of All Other Warranties – Except as otherwise specified in this agreement, ONE SC MEDIA LTD provides its services “as is”. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Limited Liability – In no event shall ONE SC MEDIA LTD be liable to client for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. ONE SC MEDIA LTD makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.

Client Representations – Client makes the following representations and warranties for the benefit of ONE SC MEDIA LTD :

  • Client represents to ONE SC MEDIA LTD  and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to ONE SC MEDIA LTD  are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend ONE SC MEDIA LTD  and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
  • Client guarantees to ONE SC MEDIA LTD  and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Management Services.
  • Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to ONE SC MEDIA LTD  for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend ONE SC MEDIA LTD and its subcontractors from any liability or suit arising from the use of such elements.
  • From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.
  • Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend ONE SC MEDIA LTD  and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.

Confidentiality – The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, ONE SC MEDIA LTD and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (5) years from the effective date.

Force Majeure – Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimise the impact of the event.

Relationship of Parties – ONE SC MEDIA LTD, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of ONE SC MEDIA LTD, whether by regulation or contract. In no way is ONE SC MEDIA LTD to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.

Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered mail, return receipt requested or by Royal Mail. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

Jurisdiction/Disputes – This Agreement will be governed by and construed in accordance with the laws of Republic of Ireland and the courts of Republic of Ireland will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

Assignability – Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of ONE SC MEDIA LTD. ONE SC MEDIA LTD reserves the right to assign subcontractors as needed to this project to ensure on-time completion. It is to be understood that ONE SC MEDIA LTD reserve the right to share website login in information to Client website front end/hosting where necessary to our web development sub-contractors/strategic partners, for a limited period or for specific tasks during the course of the Management contract. As a rule we take as many security precautions as we can, and generally create temporary / additional or limited access user log ins and passwords where possible, when sub-contracting to third-party developers/strategic partners. However, it is to be understood that we do not have 100% control over the behaviour any third-party contractor or individual we may use, and therefore cannot guarantee absolute security or absolute deadlines when using third-party contractors.

Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

Read and Understood – By purchasing any Website Management Package/Plan, Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.

Updated on 01/12/2023