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TEARMS AND CONDITIONS

WEB HOSTING AGREEMENT

This Hosting Agreement (this “Agreement”) is made and entered into by and between Boss Consulting SA, a Luxembourg corporation with offices at

Boss Consulting SA

Boss Consulting SA Regional Office

Val Saint Croix, 31

Al Yamanaya Street, 27 (floor -2)

L1371 Luxembourg - Luxembourg

11196 Amman P.O. 962037 Jordan

Phone: +352 (661) 584458

Phone: (+962) (0) 6 56 222 15

Fax: +352 (256) 11 660

Fax : (+962) (0) 6 56 222 03

VAT : LU 21229934 - Lux Reg N° : 117275

National ID 200100730 - Reg Nb. 2256

(the “Host”), and (“Client”) (each being referred to individually as a “Party” and collectively as the “Parties”).

 

RECITALS

In consideration of Client retaining Boss Consulting SA to design or redesign, and/or build and/or maintain a website for Client, it is agreed as follows:

1. Compensation and Term

The above named Client retains Boss Consulting SA, and Boss Consulting SA agrees to perform the following services: designing or redesigning, and/or building, and/or maintaining a website for Client according to *specifications agreed upon, and detailed at the bottom of this contract, between Boss Consulting SA and Client.

Client is solely responsible for supplying website content, authoring, organization, images in file format unless Boss Consulting SA is hired specifically for this purpose and it is stated in the agreed upon specifications. If all text and graphics necessary to complete the work are not received by Boss Consulting SA within 10 days from the date of contract the balance of payment may become due and payable upon request. Any products or services not specified in this contract are not required of Boss Consulting SA.

The following fees shall apply:

The fees are based on the quote accepted by the Client to proceed with the creation / modification of the website. A fee in the amount of JOD ________ to complete the agreed upon work as stated in the quote. 50% of said fee is due after initial consultation and before work is begun. The remaining 50% shall be due and payable when work is completed and shall be received before website is online . This fee does not include: the cost of domain registration, hosting set up fee, hosting, merchant account, secure online authorization or shopping cart.

 

Maintenance, if included in this contract, shall be on an hourly basis described in Schedule A (Webmaster Service). Search engine optimization, beyond the basic submission included herein shall be contracted on the same basis as maintenance.

 

Boss Consulting SA agrees to complete this project within the estimated budget, unless client requires additional work or services not agreed upon, or if client requires multiple design drafts or repeated changes which would significantly increase work required of Boss Consulting SA. Boss Consulting SA will not charge any fees in addition to those specified in this contract without first consulting the client and reaching an agreement regarding this. If it becomes necessary for Boss Consulting SA to bring legal action to collect any sums due under this Agreement, it shall be entitled to collect, in addition to all damages, its costs of collection, including reasonable attorney's fees.

This Agreement shall commence on the date stated above, and shall remain in effect until all obligations under this Agreement have been properly completed.

2. Warranties by Boss Consulting SA

Boss Consulting SA represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional and competent manner; that it has the power to enter into and perform this Agreement; . However, Client will not determine or exercise control as to general procedures, formats or sub-contracting necessary to have these services meet Client's satisfaction.

3. Independent Contractor

Boss Consulting SA acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. It is expressly understood that this undertaking is not a joint venture.

4. Confidentiality

Boss Consulting SA recognizes and acknowledges that this Agreement creates a confidential relationship between Boss Consulting SA and Client and that information concerning Client's business affairs, customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as "Confidential Information."

5. Non-Disclosure

Boss Consulting SA Associates agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client.

6. Grant

Client agrees that copyrights to Boss Consulting SA's work product produced in the performance of this Agreement shall remain the exclusive property of Boss Consulting SA, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without Boss Consulting SA's prior written consent. Any rights granted to Client under this Agreement shall not affect Boss Consulting SA's exclusive ownership of the work copyright.

7. Boss Consulting SA agrees to design, build, install, and/or maintain a website for Client according to agreed upon specifications below, including validated HTML, link check, custom graphics, header or logo as specified, all pages and links necessary to display products and/or services of client. Boss Consulting SA shall also prepare the site for search engine submission, which shall include analysis of text for keyword content, alt tags for images, preparation and installation of keyword and content meta tags, and submission to the major free submission search engines. Boss Consulting SA does not guarantee listings on search engines as they alone determine who they will list and who they will not.

*Specifications agreed upon

To be stated on an individual basis:

IN WITNESS WHEREOF, Client and Boss Consulting SA have duly executed this Agreement as of the day and year first above written.

A. Host is in the business of offering Internet services relating to, among other things, hosting of sites on the World Wide Web portion of the Internet, and Host is willing to provide services to Client on the terms and subject to the conditions set forth below; and B. Client desires to engage Host, and Host desires to be engaged by Client, to provide Internet services on the terms and subject to the conditions set forth below.

 

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Host and Client hereby agree as follows:

 

TERMS

This Agreement shall be effective when signed by both Parties (the "Effective Date") and thereafter shall remain in effect for one (1) year, unless earlier terminated as otherwise provided in this Agreement (the “Initial Term”). This Agreement shall automatically be renewed beyond the Initial Term for additional one (1) year terms (each a “Renewal Term”) unless earlier terminated as otherwise provided in this Agreement.

 

Services.

Hosting Services

1. Host agrees to provide Client with services for hosting of a website on the World Wide Web portion of the Internet (the “Website”) as set forth or described in SERVICES TO BE PROVIDED hereto (the “Hosting Services”). Host shall provide the Hosting Services so that the Website is accessible to third Parties via the World Wide Web portion of the Internet as specified in this Agreement. 2. Except as expressly provided in this Agreement, Client agrees that Host is responsible only for providing the Hosting Services, and Host is not responsible for providing any other services or tasks not specifically set forth in SERVICES TO BE PROVIDED. 3. To the extent that Client wishes to receive from Host, and Host wishes to provide to Client, services other than the Hosting Services (collectively the “Additional Services”), such Additional Services and the arrangements for their provision shall be set forth in a separate addendum to this Agreement which is duly executed by the Parties (the “Services Addendum”), and the Services Addendum shall be incorporated into, and become a part of this Agreement. (The Hosting Services and the Additional Services will hereinafter be referred to collectively as the “Services”).

 

Availability of Website

Unless otherwise expressly indicated on SERVICES TO BE PROVIDED hereto, the Website shall be accessible to third Parties via the World Wide Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Hosting Services due to causes beyond the control of Host or which are not reasonably foreseeable by Host, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures.

Additional Storage and Transfer.

In the event that the Website requires storage and transfer on the Host Server which exceeds the amount of storage included in the Hosting Services, Client may request that Host:

1. Upgrade the level of Hosting Services; or
2. Acquire additional incremental storage to be included in the Hosting Services, on a time and materials basis and in accordance with the fee and payment schedule in SERVICES TO BE PROVIDED. Host shall review all such requests and determine, in consultation with Client, whether it can reasonably comply with such requests, and if so, and at its option, Host shall propose a procedure and budget for complying with such request.

Fees and Taxes.

Hosting Services Fees Client shall pay Host all fees for the Hosting Services in accordance with the applicable fee and payment schedule set forth in SERVICES TO BE PROVIDED. Host expressly reserves the right to change its rates charged hereunder for the Services during any Renewal Term (as defined herein).

ACCOUNT RENEWAL AND DISCONTINUATION:

By normal procedure, Boss Consulting SA will automatically renew an account with the latest contract terms and plan allocations. Customer will receive notification of the renewal date by email to the address listed on file, or by regular mail if previously requested by the Customer. It is the Customer's responsibility to inform Boss Consulting SA of updates to contact information, including email addresses. Customer is also responsible to notify Boss Consulting SA in writing of account discontinuation sixty days (60) prior to a renewal deadline to avoid automatic renewal for all regular web hosting services, and ninety (90) days prior to renewal date for all Dynamic Web using Content Management System, E-commerce web hosting services, News Letter Management Systems and Document Management System. If no written cancellation notice is received before the deadline as required by Boss Consulting SA, Customer will remain responsible for the next billing period. If Customer makes a request to discontinue the account within an already active contract period, the charges for that period will not be refunded.

DOWNGRADES, UPGRADES, AND SERVICE CHANGES

Requests to change service may require notice in advance of renewal billing date. Boss Consulting SA will typically handle such requests in conjunction with cancellation policies. Fees may be assessed to perform downgrades. Fees for upgrades are typically charged by calculating the difference between the former and new plan setup costs. Upgrades to more extensive solutions may require a more substantial setup fee. Additions of add-on features to a plan may also require a setup fee.

Additional Services Fees

Unless otherwise agreed in writing, Client shall pay to Host all fees for Additional Services on a time and materials basis as invoiced by Host.

Warranties.

Host Warranties
Hosts represents and warrants that:
1. Host has the power and authority to enter into and perform its obligations under this Agreement; and
2. Host’s services under this Agreement shall be performed in a workmanlike manner.

Client Warranties

Client represents and warrants that:

1. Client has the power and authority to enter into and perform its obligations under this Agreement;
2. Client Content does not and shall not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third Party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third Party right, and that Client owns the Client Content or otherwise has the right to place the Client Content on the Website;
3. Client’s use of its Website will not violate any law or regulation of any governmental or regulatory/administrative entity; and,
4. Client has obtained any authorization(s) necessary for hypertext links from the Website to other third Party Websites. Should Client receive notice of a claim regarding the Website, Client shall promptly provide Host with written notice of such claim.

Client Restrictions

Client represents and warrants that it shall not use the Website or the Services provided to Client to:
1. Send unsolicited mail messages, including the sending of "junk mail" or other advertising material to individuals who did not specifically request such material, who were not previous customers of CLIENT or with whom CLIENT does not have an existing business relationship ("E-mail spam");
2. Engage in harassing behavior, whether through language, frequency or size of email message;
3. Use without authorization or forge e-mail header information;
4. Solicit mail for any other e-mail address other than that of the Client’s account with the intent to harass or to collect replies;
5. Create or forwarding "chain letters" or other "pyramid schemes" of any type; and/or,
6. Use unsolicited e-mail originating from within Host’s network or the networks of other Internet Service Providers.

Indemnification.

Client

Client agrees to indemnify, defend, and hold harmless Host, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, at trial and on appeal, to the extent that such action is based upon a claim that:1. If true, would constitute a breach of any of Client’s representations, warranties, or agreements hereunder; 2. Arises out of the negligence or willful misconduct of Client; or,3. Any of the Client Content to be provided by Client hereunder or other material on the Website infringes or violates any rights of third Parties; including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

Host

Host agrees to indemnify, defend, and hold harmless Client, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, at trial and on appeal, to the extent that such action arises out of the gross negligence or willful misconduct of Host.

Notice

In claiming any indemnification hereunder, the indemnified Party shall promptly provide the in indemnifying Party with written notice of any claim which the indemnified Party believes falls within the scope of the foregoing paragraphs. The indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified Party shall not be final without the indemnified Party’s written consent, which shall not be unreasonably withheld.

LIMITATION OF LIABILITY.

HOST SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE WEBSITE OR CLIENT’S DATA FILES, PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT OR UNAUTHORIZED MEANS OR DEVICES. HOST SHALL HAVE NO LIABILITY WITH RESPECT TO HOST’S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF HOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF HOST TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO HOST BY CLIENT UNDER THIS AGREEMENT. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

Amendment.

No amendment, waiver, or modification of this Agreement or any provision of this Agreement shall be valid unless in writing, stating with specificity the particular amendment or modification to be made, and duly executed by the Host and Client.

Enforceability.

If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, administrative agency or as a result of future legislative action, such holding or action shall be strictly construed and the unenforceable provision shall be deemed severable from the remainder of the Agreement to the extent permitted by law, and the validity or effect of any other provision of this Agreement shall remain binding with the same effect as though the void parts were deleted.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the date set forth below.

SERVICES TO BE PROVIDED