WEBSITE MAINTENANCE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Agreement made and entered into by and between:
GEOSEMEION DIGITAL SOLUTION INC., a corporation duly registered of existing laws
of the Republic of the Philippines, with an office address located at 26-A Rufino Pacific Tower, 6784
Ayala Ave. Makati City, represented by its President, Reden R. Peteza hereinafter referred to as
“Service Provider”,
and
______________________________________, a duly registered of existing laws of the Republic
of the Philippines, with an office address located at___________________________________________,
represented by its __________________________ hereinafter referred to as “Client”,
WITNESSETH:
WHEREAS, Client desires to obtain certain website maintenance services described hereunder
from the Service Provider;
WHEREAS, Client agrees to engage the Service Provider to perform such Services and the
Service Provider hereby agrees to provide such services to the Client
NOW, THEREFORE, both parties agree to the following:
Services
The Service Provider agrees to provide the following “PROFESSIONAL PLAN” website maintenance
services in a professional and timely manner to Client (the "Services"):
1. Editing, revising, updating or creating new text content, minor graphic content and links.
2. Repairing scripting languages, basic HTML, broken links and images, and other types of
malfunctioning code or components.
3. Hardening security measure against hackers from gaining access to Client website and protecting
emails from spam attacks.
4. Regular weekly and thorough backups of your site to fully restored in case of loss.
5. Digital solution consultation and advice.
6. Monitoring your website functionality to ensure that everything is working as it should and daily
update where necessary. Some plugins may become outdated and no longer work with the newest
version of your website software. Plugins may need upgrading to accommodate the newer
version, or become obsolete with the improvements in the website software.
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7. Assisting and coordinating to the hosting company if hosting provider are third party with as
quickly as possible.
Deadlines & Deliverables
Service Provider will respond to once per day maintenance requests from Client within 24 hours on
weekdays and 48 hours on weekends, via email or phone, with a confirmation that the request was
received, and an estimated completion date for 48 hours turn around time each action item in the request.
Maintenance requests received after 5:00pm may not be completed until the next business day unless
prior arrangements have been made. Most work will be done within this time frame, this is mostly
precautionary. Service Provider will adhere to all quoted deadlines for the deliverables in the maintenance
requests at all possible costs. In the event that Service Provider has any issues in delivering on a quoted
deadline, Client will be notified via email or telephone the reasoning for any change.
Additional Services
Any revisions, additions or redesign Client requests Service Provider to perform that is not specified in
this document shall be considered "additional" and will require separate agreement and payment. Service
Provider shall advise Client on any requested work that falls within these bounds.
Authorization
Client hereby authorizes Service Provider to access web hosting account, providing active user name /
password combinations for access to the server via FTP/Cpanel/WHM or other server panel software,
assuring that 'write permissions' are in place on said hosting provider.
Term
This Agreement is effective on the date written below and shall expire after one (1) year. Upon the lapse
of the expire date this agreement shall continue in full force and effect on a month-to-month basis.
Payment
During the term of this Agreement, Client shall pay the Service Provider for its Services under this
Agreement the sum of Php 10,000.00 per month. Service Provider shall invoice Client on the monthly
basis following receipt of Service Provider’s invoice for the Services.
Confidentiality
Service Provider in the course of performing the Services hereunder may gain access to certain
confidential or proprietary information of the Client. Such “Confidential Information” shall include all
information concerning the business, affairs, products, marketing, systems, technology, customers, end-
users, financial affairs, accounting, statistical data belonging to the Client and any data, documents,
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discussion, or other information developed by Service Provider hereunder and any other proprietary and
trade secret information of Client whether in oral, graphic, written, electronic or machine-readable form.
The Service Provider agrees to hold all such Confidential Information of the Client in strict confidence
and shall not, without the express prior written permission of Client, (a) disclose such Confidential
Information to third parties; or (b) use such Confidential Information for any purposes whatsoever, other
than the performance of its obligations hereunder. The obligations under this Section shall survive
termination or expiration of this Agreement.
Termination
(a) Either party may terminate this Agreement for convenience by providing thirty (30) days written
notice (“Termination Notice”) to the other party.
(b) If a party violates its obligations to be performed under this Agreement, the other party may terminate
the Agreement by sending a thirty (30) days notice in writing. Upon receiving such notice, the defaulting
party shall have thirty (30) days from the date of such notice to cure any such default. If the default is not
cured within the required thirty (30) day period, the party providing notice shall have the right to
terminate this Agreement.
Assignment
The Service Provider may not assign or transfer any of its rights or obligations under this agreement. The
Client may not assign or transfer any of its rights or obligations under this agreement, provided it gives
prior written notice to the Service Provider.
Notices
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the
day of delivery if delivered by email, hand during receiving party’s regular business hours before or
during receiving party’s regular business hours; or (b) on the second business day following deposit in the
mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may,
from time to time, designate in writing pursuant to the provisions of this section.
Client: ___________________________
Address: ______________________________________________
For the attention of: _____________________________________
E-mail: __________________________
Service Provider: GEOSEMEION DIGITAL SOLUTION INC.
Address: 26-A Rufino Pacific Tower, 6784 Ayala Ave. Makati City
For the attention of: Reden Peteza
E-mail: admin@[Link]
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Governing Law
This Agreement is to be construed in accordance with and governed by the internal laws of the Republic
of the Philippines.
Severability
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or
future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the
remaining provisions of this Agreement shall remain in full force and effect.
Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES,
INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR
UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED
BY THE OTHER PARTY ARISING OUT OF THE SERVICES PROVIDED UNDER THIS
AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
Indemnification
Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend
such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees,
and agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss,
expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or
relate to (a) any breach of this Agreement, or (b) the gross negligence or willful misconduct of a party’s
employees or agents;
Entire Agreement; Amendment:
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject
matter hereof and supersedes and merges all prior or contemporaneous representations, discussions,
proposals, negotiations, conditions, communications and agreements, whether written or oral, between the
parties relating to the subject matter hereof and all past courses of dealing or industry custom. No
modification of or amendment to this Agreement shall be effective unless in writing and signed by each
of the parties.
Waiver
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be
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effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default
under the same or any other provision of this Agreement, nor shall any delay or omission on the part of
either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a
waiver of any right or remedy.
Captions
The headings used in this Agreement are for convenience only and shall not be used to limit or construe
the contents of any of the sections of this Agreement.
IN WITNESS WHEREOF, both parties have hereunto set their hands this ____day of
________________2016 at_______________.
GEOSEMEION DIGITAL __________________________
SOLUTION INC.
By: _____________________ ___ By:_________________________
Reden .R Peteza
President
SIGNED IN THE PRESENCE OF:
____________________________ ___________________________