WEBHOSTING SERVICE AGREEMENT
Last updated April 13, 2020
PARTIES:
1. CHIKA LIMITED, a private company with limited liability incorporated under the Companies Act No. 17 0f 2015 of the laws of Kenya, having its corporate seat in H6, Green Valley Convent Road, Lavington Nairobi. (“CHIKA LIMITED”); And2. The Customer; a company, or its legal representative with a confirmation or order with CHIKA LIMITED for the lease of the service. (“Customer”);
The parties mentioned above hereinafter also to be referred to as the “Parties” and each individually as a “Party”.
INTRODUCTION
A. CHIKA LIMITED, we understand that service interruptions impact the just-in-time
delivery and user experience of instructions. That’s why CHIKA LIMITED puts great effort
in delivering services with the highest standards in performance, reliability and
availability. Customer should be able to fully depend on CHIKA LIMITED for the creation
and delivery of user guides and instructions. At CHIKA LIMITED we understand that the
business of Customer relies on us.
B. The Customer wants to use the Service provided by CHIKA LIMITED.
C. CHIKA LIMITED and the Customer have agreed to enter into this Software as a Service
Agreement (the “SaaS Agreement”). The SaaS Agreement will hereafter govern Parties’
respective rights and obligations towards each other.
SCOPE OF WORK:
Client is contracting CHIKA LIMITED to provide website maintenance, technical support, and hosting services for [WEB URL]. CHIKA LIMITED agrees to provide such services to the Client on a monthly basis. Services not considered “standard website maintenance, technical support, or hosting” are subject to be charged at a separate rate and will not be considered part of this agreement.
1. What IS included in this Agreement
Unlimited support of the following for [WEB URL] monthly, which includes:
- Unlimited downtime maintenance, bug fix maintenance, and technical support (See Deadlines and Deliverables).
- Web hosting through a third-party provider to allow your website to be accessible online.
- Assisting with downtime or performance issues by liaising with the web host provider
- Media and static file hosting through a third-party provider to serve images, videos, and static files required for your website.
- Security protection against hackers from gaining access to your site to the best of our knowledge
- Regular and thorough backups of your website so that it may be fully restored in case of loss
- Regular monitoring and updating to ensure performance across all the latest versions of Chrome, Firefox, Internet Explorer and Microsoft Edge, Safari, and mobile versions of Chrome and Safari
- Monitoring your website functionality to ensure that everything is working as it
should and provide updates when necessary. Software updates may be necessary to
address security or stability issues in the software or to add new features, and may
include
o Application-level updates to web framework
o Plugin-level updates for specific functionality within the context of the application
o Front-end updates to HTML, CSS, and Javascript - Up to 6 updates/edits. Support Edits expire at the end of the month and do not roll over to the next maintenance quarter
2. What is NOT included in this Agreement
Payment:
a. Payment Schedule
Client agrees to pay CHIKA LIMITED a total of KES [STATED IN SEPARATE INVOICE] each month in exchange for the above services. The first payment is due upon execution of this Agreement. Subsequent payments will be due every month thereafter. All payments are due upon receipt.
b. Late Payments
If the Client fails to pay any amount properly due under the Agreement by the due date, [PROVIDER] may, after giving three days’ notice to the Client, suspend any work until payment is made in full. [PROVIDER] reserves the right to withhold delivery of any current work if accounts are not current or overdue invoices are not paid in full.
The Provider shall also be entitled to levy a penalty of five percent per month on any delayed payments which amount shall be compounded monthly in arrears.
c. 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 client in writing before they are incurred.
Deadlines & Deliverables:
CHIKA LIMITED will respond via email to all maintenance requests from Client within 48 hours on weekdays with a confirmation that the request was received as well as an estimated completion date. Maintenance requests received after 3:00 pm PST on weekdays may not be completed until the next business day unless prior arrangements have been made.
CHIKA LIMITED will make all reasonable efforts to adhere to all quoted deadlines for the deliverables in the Client’s maintenance requests. In the event that CHIKA LIMITED has any issues in delivering on a quoted deadline, Client will be notified via email the reasoning for any change.
Additional Services:
Any revisions, additions, or redesign the Client requests CHIKA LIMITED to perform that is not specified in this document shall be considered "additional" and will require a separate agreement and payment. CHIKA LIMITED shall advise Client on any requested work that falls within these bounds.
Authorization:
Client hereby authorizes CHIKA LIMITED to manage & control the client domain on the client behalf.
During the duration of this contract, the Client agrees that CHIKA LIMITED 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 CHIKA LIMITED makes changes to the website, any errors that are created must be repaired and will be charged for at predetermined cost after review.
Indemnity:
Client agrees to indemnify CHIKA LIMITED against all claims, judgments, decrees, costs and expenses, including attorney's fees, incident to any proceeding which may be brought against CHIKA LIMITED or its agents, distributors, customers, or other vendors based on a claim of alleged copyright, trademark, or alleged misappropriation of a trade secret, as well as for a claim of alleged unfair competition resulting from similarity in design, trademark or appearance of Contract Products and Services provided under this Agreement. .
Client agrees that it will, upon request of CHIKA LIMITED and at Client’s own expense, defend or assist in the defense of any action which may be brought against CHIKA LIMITED or its officers, employees, agents, distributors, customers, or other vendors for these claims of alleged infringement, misappropriation, or unfair competition. CHIKA LIMITED agrees to notify Client promptly upon receipt of notice of infringement or information of such a suit having been filed. This indemnification will be in addition to all other obligations under this Agreement.
Miscellaneous:
Headings:
The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
Relationship:
CHIKA LIMITED will perform services hereunder only as an independent contractor. Client is to have no control over the methods and means of accomplishing the desired result. CHIKA LIMITED will not be construed to be an employee or agent of Client.
Assignment:
The Client or CHIKA LIMITED cannot assign or transfer this Agreement to anyone else without the written permission of the other party
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 CHIKA LIMITED 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.
Construction:
Both parties have had adequate opportunity to obtain legal representation and this 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 this Agreement at any time by providing written notice of atleast 37 days to CHIKA LIMITED. Within five business days of such cancellation, Client will be responsible for securing their own web hosting account, web font hosting account, and technical support provider, as CHIKA LIMITED 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 CHIKA LIMITED to the Client.
CHIKA LIMITED may cancel or choose not to renew this Agreement at any time by providing 30 days written notice to Client. In the event of cancellation or non-renewal by the provider, CHIKA LIMITED will provide a prorated refund for unused services and all files necessary to migrate the website to another host.
Governing Law:
1.1. The governing law for all intents and purposes of this agreement shall be the laws of Kenya unless otherwise agreed in writing by all parties. Any disputes arising under this Agreement shall be settled by arbitration in accordance with the provisions of Arbitration Act 1995 (Act No.4 of 1995) , by single arbitrator to be appointed by agreement between the parties or in default or such agreement within Fourteen (14) days of the notification of such dispute by either party to the Chairman for the time being of the Chartered Institute of Arbitrators Kenya.To the extent permissible by law the determination of the Arbitrator shall be final and binding upon the parties. Any arbitration proceedings shall take place in Nairobi
Severability:
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.
Entire Agreement:
This 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. This Agreement can only be amended through a written document formally executed by all parties.
DCMA NOTICE AND TAKEDOWN PROCEDURE
Chika Limited supports the protection of intellectual property and asks Chika Limited merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to Chika Limited’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material. For more information, see our DMCA Notice and Takedown Procedure.
Each party represents and warrants that on this date they are duly authorized to bind their respective principals by their signatures on contract form that will be shared by CHIKA LIMITED via Email (One Pager) or Payment of a respective invoice for the above services
If you have questions or comments about this agreement, contact us using the information provided on this website