This is a service agreement between YOU (the “Client”) and Blue Star IT Consulting Limited (the “Provider”)
History Of Changes
This version of the Agreement was first published on 25th April 2020.
The Client is of the opinion that the Provider has the necessary technology, infrastructure, knowledge, qualifications, experience and abilities to supply computer and / or digital marketing services to the Client.
The Provider is agreeable to supplying such Services to the Client on the terms and conditions set out in this Agreement.
In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Provider (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
- The Client hereby agrees to engage the Provider to supply the Client with either all or some of the following (the “Services”):
- setup a website or a replica of a website on a staging / test server selected by the Provider for purposes of web design, web development, maintenance, testing, quality assurance or migration between server hosts;
- deploy, update, maintain a website on a server host selected by the Client assuming such server host meets all relevant technical and operational requirements;
- deploy and update software components on a website such as WordPress plugins;
- take backups of the website data before making unrecoverable modifications;
- facilitate timely licensing of any software used by the Provider on a website or a server host of the Client during period of engagement;
- perform performance and load tests on a website or a replica of a website;
- update and fine-tune a website or a server host with the goal of improving performance of a website or its operational parameters such as uptime and resistance to malware and hacker attacks;
- setup and configure third-party Internet services and computer systems such as Web Servers, Web Application Firewalls (WAF), Load Balancers, HTTP/HTTPS Proxy servers and Reverse Proxy Servers, DNS servers, Virtual Private Servers (VPS), Dedicated Servers, mail servers and mail services, maillists, marketing automation services, system and website monitoring services, website visitor trackers and monitors including Google Analytics, Google Search Console, Facebook Pixel;
- apply measures to protect data that belongs to the Client from unauthorised modification and access;
- produce new and derived works of arts such as company logos, images, infographics and videos;
- source images and videos from commercial and commission-free photobanks;
- source fonts from commercial and commission-free collections;
- write new and rewrite existing texts and articles in English, Russian and other languages;
- provide advice on use of keywords for Search Engine Optimisation (SEO);
- provide advice on digital marketing, use of pay-per-click advertisements;
- design marketing funnels;
- use social media platforms for promotion of Client’s services, products and brand;
- assist the Client with GDPR and The Data Privacy Act 2018 complience;
- facilitate with access to niche services provided by partners of the Provider for the benefits of the Client;
- The Services will also include any other computer or digital marketing tasks which the Parties may agree on. The Provider hereby agrees to provide such Services to the Client.
Terms Of Agreement
- The term of this Agreement (the “Term”) will begin on the date the Client accepts this Agreement by purchasing or ordering a service from the Provider and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
- In the event that either Party wishes to terminate this Agreement, that Party can do so immediately by serving written notice on the other Party.
- In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately.
- The defaulting Party may be liable to compensate the non-defaulting Party for the consideration calculated as amount of prepayments / overpayments by the Client minus Provider’s costs associated with work in progress.
- Except as otherwise provided in this Agreement, the obligations of the Provider will end upon the termination of this Agreement.
- The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
- All monetary amounts referred to in this Agreement are in the currency used by the Client while purchasing or ordering the Services from the Provider.
- If currency cannot be established in such way, it is presumed to be British Pound (GBP).
- For Services covered by a price plan or a fixed price offer, the Provider will charge the advertised amount.
- For Services not covered by a price plan or a fixed price offer, the Provider will calculate a fair price inline with advertised hourly fee, incured expenses and costs.
- The Client agrees that the Provider can calculate a fair price for Services provided.
- The Provider agrees to keep record of orders and requests of the Client and void any claims or invoices related to Services that the Client hasn’t ordered or requested.
- Invoices submitted by the Provider to the Client are due upon receipt unless specified otherwise.
- If the Client and the Provider agree to change Services ordered or requested and it resulted in overpayment, the Provider will issue a Credit Note to the Client.
- The Client may request a refund of amount overpaid and the Provider agrees to refund such amount within 30 days of receiving such request.
- The Provider will be responsible for value added tax (VAT) and income tax liabilities and National Insurance or similar contributions relating to the invoiced amount and the payment and the Provider will indemnify the Client in respect of any such payments required to be made by the Client unless the law says otherwise.
- The Provider will be solely responsible for the payment of all remuneration and benefits due to the employees of the Provider, including any National Insurance, income tax and any other form of taxation or social security costs.
Reimbursement Of Expenses
- The Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Provider in connection with providing the Services such as purchasing or renewing software licenses and premium services on behalf of the Client.
- The Provider can introduce the Client to a third-party service provider that will invoice expenses for services directly to the Client. Under such arrangement the Client can provide the Provider with a payment tool in the name of the Client.
- All expenses must be pre-approved by the Client.
- The Provider can introduce the Client to a third-party service provider that will invoice expenses for services directly to the Client.
- The Client agrees to idemnify the Provider for any expenses incurred under such agreement between a third-party and the Client.
- Under such arrangement the Client can provide the Provider with a payment tool in the name of the Client such as a Visa or MasterCard bank card.
- The Client agrees to indemnify the Provider for any expenses incurred on such payment tool.
Penalties For Late Payment
- The Provider may request that late payment triggers a free of 1% per month on the amount still owned on the last day of the month.
- The Provider must invoice the Client for any late payment fees.
- Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- The Provider agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Provider has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement except in the case of any Confidential Information which is a trade secret in which case those obligations will last indefinitely.
- All written and oral information and material disclosed or provided by the Client to the Provider under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Provider.
Ownership Of Intellectual Property
- All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Provider unless agreed otherwise in writing. The use of the Intellectual Property by the Client will be restricted to extend necessary for provision of the Services.
- The Client will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
Software Licensing and Return Of Property
- Upon the expiry or termination of this Agreement, the Client must uninstall or remove any software components that were provided by the Provider as part of this agreement unless such components were licensed specifically for the benefit of the Client.
- If software components were licensed specifically for the benefit of the Client, the Client can continue using such components until license expiry date for a maximum period of 1 year. During such period the Provider agrees to facilitate communication between the Client and the vendor of the software componet.
- The Client agrees to hire the Provider under up-to-date version of this Agreement if communication between the Client and the vendor of a software component demands that the Provider performs one or multiple of its Services.
- Upon the expiry or termination of this Agreement, the Provider will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
Capacity / Independent Service Provider
- In providing the Services under this Agreement it is expressly agreed that the Provider and its employees are acting as an independent service provider and not as an employee of the Client. The Provider and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement can be given in writing or communicated via alternative means including but not limiting telephone conversations, in-person meetings and chats via Social Media networks such as Facebook, WhatsApp, Telegram.
- The Provider postal address is:
Blue Star IT Consulting Limited 71-75 Shelton Street, Covent Garden London United Kingdom WC2H 9JQ
- Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Modifications Of Agreement
- The Provider may amend or modify this Agreement. The Client may reject any such amendments or modifications by terminating the Agreement on terms and conditions agreed between the Parties.
- If the Client continues consuming the Services one month after the new version was published, the Client accepts and agrees with the new version of the Agreement.
Time Of The Essence
- Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
- The Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
- This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
Titles / Headings
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
- This Agreement will be governed by and construed in accordance with the laws of England.
- In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.