Service Level Agreement
BETWEEN EzyCloud and (“you”)
A. EzyCloud is a provider of SEO & PPC consultancy services.
B. You wish to appoint EzyCloud to provide the Services on the terms and conditions set out below.
1.1. “Additional Services” means any extra Services not included in the original scope of work in Schedule A, which are added to Schedule B.
1.2. “Agreement” means this agreement including the schedules and appendices, and any extensions.
1.3. “Confidential Information” means all information belonging to a Party which is confidential in nature and includes (without limitation) matters of a technical nature, research and development information, notes, products, know-how, trade secrets, engineering or other data, specifications, processes, formulae, manufacturing, planning or marketing procedures, techniques or information, accounting procedures or financial information.
1.4. “Fees” means the fees specified in schedules A and B
1.5. “Intellectual Property” means trademarks, trade names, copyrights, patents, registered designs and other intellectual property rights, registered or unregistered, and any applications for the same.
1.6. “Parties” and “We” means both of us and “Party” means one of us.
1.7. “Services” means the services provided to you under this Agreement, including the Additional Services if applicable.
1.8. “Term” means the term of this Agreement as specified in schedule C including any extensions.
2. Provision of Services
2.1. EzyCloud will provide to you:
· the Services as set out in schedule A and B;
· at the Fees specified in schedules A and B
2.2. If during the term you ask, EzyCloud will undertake any additional work at a standard hourly rate of $125, plus GST and must be agreed upon by both parties.
3.1. EzyCloud will provide the Services for the Term, and starting on the date, in schedule C.
3.2. We may agree to extend this Agreement for a further period or periods, subject to agreement on any changes to the scope and the Fees.
While EzyCloud is working with you, the Parties will both obtain knowledge of each other’s Confidential Information. We both agree to keep that Confidential Information in the strictest confidence and not to disclose it to any third party unless otherwise agreed in writing.
5. Payment and Invoice
5.1. If you fail to make payment on time, you will be liable for interest at the rate of 30% per month calculated daily on any unpaid balance from the date due until payment is received.
5.2. In the unlikely event that legal action may be taken due to the non-payment of any monies, all legal/collection fees will be payable by you.
6. Intellectual Property
6.1. All Intellectual Property used in connection with the provision of the Services under this Agreement is EzyCloud’s sole property or is licensed to EzyCloud.
6.2. Any Intellectual Property created by EzyCloud under this Agreement vests in EzyCloud on its creation, unless otherwise agreed in writing in advance.
7.1. EzyCloud warrants that the Services will be provided in a professional manner to a standard reasonably expected of a professional SEO consultancy service provider providing similar services. However, EzyCloud makes no warranty that your computer system or its operation will be error free during or after the provision to you of the Services.
8. Limitation of Liability
8.1. Subject to clause 8.3 and the statutory warranties provided for in the Consumer Guarantees Act 1993 and any other statutory warranties in existence from time to time, EzyCloud will not be liable for any loss, costs, damages or expenses suffered by you or any other person arising directly or indirectly from any breach by EzyCloud of the Agreement.
8.2. The exclusion of liability in clause 8.1 includes (without limitation) any consequential, indirect or special loss, damage or injury including loss of profits, loss of business, work stoppage, computer or software failure or malfunction.
8.3. The liability of EzyCloud under this Agreement, whether in contract or tort or otherwise shall not in aggregate exceed the total of the Fees paid under this Agreement.
9. Dispute Resolution
9.1. Except where urgent injunctive relief is sought by either of Party or where clause 9.2 or 9.3 of this Agreement applies, if a dispute arises out of this Agreement neither Party may commence Court or arbitration proceedings until after written notice of the dispute has been served by one Party on the other.
9.2. We will then try to negotiate a resolution to the dispute.
9.3. Failing that, the matter is to first go to a mediator chosen by both Parties. If the Parties are unable to choose a mediator, they will agree to a mediator appointed by the Arbitrators and Mediators Institute of New Zealand. We agree to diligently and in good faith co-operate and participate in the mediation process making genuine attempts to find a solution acceptable to both of us. We will share the cost of the mediation.
9.4. If the Parties cannot reach an agreement after mediation or if they both agree in writing not to pursue mediation, then the dispute shall be referred to the nearest District Court.
10.1. Subject to clause 10.2, either Party may terminate this Agreement if the other Party is in breach and that breach has not been remedied within 30 days of the Party in breach receiving notice of the breach.
10.2. If you do not pay EzyCloud on the date due, EzyCloud may issue a 7 day notice of demand. If you fail to pay within the time specified in notice EzyCloud may elect to terminate the Agreement without further notice and take legal steps to recover what you owe us. Regardless of whether EzyCloud elects to terminate the Agreement you will be liable for our full legal costs.
10.3. If EzyCloud issues a 7 day notice to pay in accordance with clause 10.2, or if EzyCloud terminates the Agreement due to any other breach by you, your default gives EzyCloud the right to enter your premises and repossess any Products and any of our goods that have not been paid for.
11.1. No failure or delay by EzyCloud or you to exercise any right or remedy under this agreement is a waiver of such right or remedy nor does any single or partial exercise of any right or remedy under this agreement preclude the exercise of any other right or remedy or preclude the further exercise of such right or remedy as the case may be. The rights and remedies provided in this agreement are cumulative and are not exclusive of any rights or remedies provided by law.
11.2. This agreement sets out the entire agreement between us and may only be amended in writing. It supersedes all prior oral or written agreements, understandings, or arrangements relating to this subject matter.
11.3. Any notices must be in writing and must be served in accordance with the requirements of the Companies Act 1993 or if on an individual, by effecting personal service on that individual.
11.4. This Agreement is governed by the laws of New Zealand and the Parties agree to submit to the non-exclusive jurisdiction of the New Zealand Courts in relation to any disputes arising out of or in connection to this Agreement.