Maintenance and support agreement template

Maintenance and Support Agreement

Parties: Provider · Client

1. Purpose

This agreement sets out the terms on which the Provider maintains and supports the Client’s systems described below, keeps them running and up to date, and helps the Client when something goes wrong.

2. Covered systems

The agreement covers the following systems:

[[Websites, applications or systems covered, with their versions, hosting and environments]]

Systems, modules or environments not listed are outside the agreement. The Client tells the Provider before it changes a covered system in a way that affects maintenance, such as a new hosting provider, a major version upgrade or a new integration.

3. Maintenance services

The Provider performs the following maintenance services for the covered systems:

[[Describe the services and deliverables]]

Unless the parties agree otherwise, maintenance includes correcting faults the Client reports or the Provider finds, keeping the covered systems compatible with updates of the platforms they run on, routine checks and backups where the Provider operates them, and small content and configuration changes of up to [[2]] hours per month. Unused hours do not carry over.

4. Support hours and response targets

The Client reports faults by [[email, ticket system or phone]]. Support is available on [[business days]] from [[09:00]] to [[18:00]] in the time zone of [[City]].

The Provider aims to respond within [[4]] business hours to a fault that stops a covered system from working or exposes it to a security risk, and within [[2]] business days to any other fault, and to start work on a fix as soon as it has understood the cause.

These response times are targets the Provider works towards, not promises of a result or of a resolution time. The Provider informs the Client when a fix will take longer and why.

5. Exclusions

The agreement does not cover, and the Provider quotes and charges separately as additional work:

- new functions, redesigns and migrations;

- faults caused by changes the Client or third parties made without the Provider’s involvement, by misuse, or by the Client’s own hardware, network or third-party services;

- recovering data the Client has not had backed up;

- hosting, domain, licence and other third-party fees, which the Client pays directly or as pass-through costs.

6. Updates and security patches

The Provider installs updates and security patches for the covered systems and the software they depend on [[within 5 business days of release / monthly]], tests them first in a test environment where one exists, and installs a critical security patch as soon as reasonably possible after it learns of the vulnerability.

Before an update that changes how the system works for its users, the Provider informs the Client and agrees a time.

The Client may ask to postpone an update; the Provider is then not responsible for problems the missing update would have prevented.

7. Access and client cooperation

The Client gives the Provider the access it needs to maintain the covered systems, such as administrator accounts, hosting and repository access and a test environment, keeps that access current, and tells the Provider promptly about faults, planned changes and anything that may affect the systems.

The Provider uses the access only for this agreement, keeps credentials secure and names the persons who hold them.

Delays caused by missing access or information extend the response targets accordingly.

8. Monthly fee and payment

The Client pays the monthly fee shown in the price schedule of this contract, in advance, on the payment terms stated in it. The fee covers the maintenance services and the included hours; it may be adjusted once a year with [[3]] months’ notice.

If a payment is more than [[14]] days late, the Provider may limit support to critical faults after notifying the Client, until the payment arrives.

9. Additional work

Work outside the agreement, including excluded work and hours beyond those included, is performed only on the Client’s request and is charged at [[hourly rate]] per hour or at a fixed price the Provider quotes in advance.

The Provider tells the Client before it starts work that will be charged, except for urgent measures needed to keep a covered system secure or running, which it carries out first and reports as soon as it can.

10. Confidentiality and data

Each party keeps the other party’s non-public information confidential and uses it only for this agreement, during the agreement and for [[3]] years after it ends.

Data in the covered systems belongs to the Client. The Provider accesses it only as far as maintenance requires, does not copy it except for backups and troubleshooting, and deletes working copies when they are no longer needed.

The Provider informs the Client without delay of a security incident affecting the covered systems.

11. Liability

The Provider performs the services with reasonable care and skill. It is not responsible for faults it could not prevent with such care, such as failures of hosting providers, platforms or third-party services.

Except for intent, gross negligence, personal injury or where the law does not allow a limitation, each party’s total liability under this agreement is limited to the fees paid or payable under it in the [[12]] months before the claim, and neither party is liable for lost profits or indirect damage.

12. Term and notice

This agreement starts on the effective date and runs for [[12]] months. It renews for further periods of [[12]] months unless either party ends it with [[3]] months’ notice in writing or in electronic form before the end of a period.

Either party may terminate it by notice if the other party seriously breaches it and does not remedy the breach within [[14]] days of being asked to.

When the agreement ends, the Provider hands over the credentials, documentation and current backups it holds and deletes its own copies after [[30]] days.

13. Independent parties

The parties are independent businesses. The Provider decides how to organise its work and may use subcontractors for whom it remains responsible. This agreement does not create an employment, partnership or agency relationship.

14. Governing law and disputes

This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.

Payment terms

The monthly fee within [[14]] days of receiving the invoice, issued at the start of each month, by bank transfer to the account stated on the invoice. Additional work is invoiced monthly in arrears.

Governing law

[[Country or state whose law applies]]

Jurisdiction

[[Courts that decide disputes, e.g. the courts of your city]]