Module A –
Website Development
1. Background
The Professional Services Module C terms will also apply to Services under these Module terms. In this Module:
(a) “Acceptance Tests” means the tests described in a SOW, which will be performed in accordance with Clause 3 of the MSA;
(b) “Customer Website” means the website to be developed and (if stated in a SOW) hosted by the Supplier for the Customer pursuant to the terms of this Contract, as described in a SOW;
(c) “Hosting Services” means Services in relation to the hosting of the Customer Website to be provided by the Supplier to the Customer (if any), as stated in a SOW;
(d) “Maintenance Services” means Services to be provided by the Supplier to the Customer with respect to the maintenance and support of the Customer Website (if any), as stated in a SOW; and
(e) “Specification” means the specifications described in a SOW, setting out the Customer’s design, functional and other requirements for the Customer Website.
2. Supplier's development obligations
(a) The Customer must not make any changes to the Customer’s technology environment (such as platform version changes) during the course of development and testing of the Customer Website without prior written notification to the Supplier. Where the Supplier believes that such changes are likely to have a material impact on the Customer Website, or the Supplier’s costs or timing to deliver the Customer Website, then the parties will agree a Change Request to provide for such impacts.
(b) The Supplier will:
(i) Develop and test the Customer Website in accordance with the Specification;
(ii) map the Customer Website to a domain or a domain name owned or controlled by the Customer, which the Customer notifies to the Supplier; and
(iii) perform its obligations under this Clause 2(b) in accordance with any timetable set out in part D of the Schedule.
(c) The Supplier will provide the Customer, on the Customer's reasonable request, with written or verbal reports (as directed by the Customer) regarding the status of development of the Customer Website.
(d) Upon completion of each stage of development of the Customer Website at which the parties have agreed in a SOW that Acceptance Tests will be conducted:
(i) the Supplier will conduct and complete the Acceptance Tests for the relevant Deliverable;
(ii) the Supplier will not proceed to final upload to the Customer Website of the relevant function or application until Customer (A) has confirmed in writing that it is satisfied the Acceptance Criteria in all material respects, or (B) otherwise agrees to proceed with the final upload to the Customer Website.
(e) The Supplier will not make the Customer Website “live”, until:
(i) the Customer Website has passed all Acceptance Tests, and the Customer has confirmed in writing to launch the Customer Website; or
(ii) the Customer has otherwise confirmed in writing to launch the Customer Website.
3. Customer's obligations with respect to development
The Customer has the following responsibilities which it will perform at its own cost in relation to development of the Customer Website:
(a) provision of content and data (other than any content or data the Supplier has agreed to provide in a SOW) to be incorporated into the Customer Website;
(b) provision of all logos, designs, graphics and related materials to be incorporated into the Customer Website;
(c) provision of any other information, ideas or suggestions which are to be considered by the Supplier in creating the Customer Website; and
(d) provision of all other items stated to be the responsibility of Customer in a SOW, (together the “Customer Materials”).
4. Undertakings as to the Customer materials
(a) The Customer will ensure that any Customer Materials used to create, or which is incorporated into, the Customer Website by the Supplier:
(i) does not infringe the Intellectual Property Rights or other rights of any person;
(ii) is not misleading, deceptive, obscene, offensive, upsetting, defamatory or in any way unsuitable for persons under the age of eighteen (18) years; and
(iii) does not comprise and cannot be used for any purpose or activity of any illegal, fraudulent or defamatory nature.
(b) Except as otherwise agreed in writing, the Customer will be responsible at its cost for obtaining all necessary permissions, authorisations, licences and consents in relation to the Supplier's:
(i) use, storage, processing, reproduction, modification, distribution and disclosure; and/or
(ii) incorporation into the Customer Website, of (and creation of derivative works from), any the Customer Materials and other materials provided by or on behalf of the Customer to the Supplier.
(c) The Customer acknowledges and agrees that the Customer Materials provided to the Supplier under this Agreement may be stored, processed, used, modified reproduced, distributed, disclosed and used to create derivative works, as necessary for the performance of the Services.
5. Materials to be supplied by the Supplier
(a) Subject to Clause 5(b) of this Module, if, as part of the development of the Customer Website, the Supplier must develop or provide data, content, designs, graphics and/or related materials, it will submit the same to Customer for approval prior to incorporation into the Customer Website.
(b) Clause 5(a) of this Module will not apply to any such material or content that comprises Customer Materials, or is of a type or has been supplied from a source confirmed by the Customer in writing in advance.
6. Installation and Acceptance
6.1. SUPPLIER'S OBLIGATIONS GENERALLY
Upon completion of the Customer Website, the Supplier will:
(a) install the Customer Website; and
(b) upon completion of installation, notify the Customer that the Customer Website is ready for Acceptance Testing in accordance with Clause 3 of the MSA.
6.2. ACCEPTANCE TESTING
(a) If the Customer Website meets the Acceptance Criteria in all material respects, then the Customer will notify the Supplier that it accepts the Customer Website.
(b) If the Customer does not accept the Customer Website pursuant to paragraph (a), then the Customer will provide the Supplier with a list of Defects, and the parties will follow the Defect correction process set out in Clause 3.3 of the MSA.
7. Hosting Services
This section will only apply where the Customer has agreed to provide Hosting Services under a SOW.
(a) the Customer will, in accordance with the requirements in a SOW, provide the Hosting Services, ensuring that:
(i) the Hosting Service adheres to the following technical requirements, updated as of a SOW Start Date:
A. PHP Version is equal to the current actively supported version by php.net as of SOW Start Date;
B. Database version is equal to or above MySQL 5.6 or MariaDB 10.0;
C. SSD storage with a storage capacity of 2 GB or more. If further storage capacity is required, this will be noted in a relevant deliverable;
D. SSH access with key access is provided;
E. SFTP access;
F. AutoSSL is provided with hosting service; and
G. WP CLI compatible.
(ii) sufficient capacity is maintained on its computer facilities to enable users to access the Customer Website within the parameters set out in a SOW;
(iii) maintenance in relation to its computer facilities is planned so as to cause as little inconvenience as possible to the Customer (and to users in accessing the Customer Website); and
(iv) the Customer Website is hosted within a secure environment (both in terms of physical and computer/server environments) and in such a manner which seeks to prevent unauthorised access to the Customer Website.
8. Maintenance Services
This section will only apply where the Supplier has agreed to provide Maintenance Services under a SOW.
(a) Subject to the Customer paying the Fees for the Maintenance Services in accordance with this Agreement, the Supplier will provide the Customer the Maintenance Services.
(b) If the Customer detects a defect or error in the Customer Website, the Customer will promptly notify the Supplier and will if reasonably possible provide a documented example of the defect or error. The Customer will provide all reasonable assistance and co-operation to the Supplier's Personnel in the diagnosis of any non-compliance of the Customer Website with the Specification.
(c) The Maintenance Services will be:
(i) provided for the term set out in a SOW, unless otherwise agreed in writing; and
(ii) available at the times specified in a SOW.
(d) Where any services for the maintenance and support of the Customer Website are required by the Customer in addition to those set out in SOW, those services will be separately agreed and charged to the Customer.
(e) The Supplier will promptly notify the Customer of any system or equipment failure or security breach relating to the Customer Website which (in the reasonable opinion of the Supplier) will have a material impact on the Customer.