Legal: Terms of Service – ProActive Care Plus WordPress Maintenance Plans “The Agreement”

Revision Date: 2020/02/22

This agreement is by and between the purchaser of this plan, hereafter “The Client” and Conversionomics CC trading as The Crowd Digital, hereafter “The Company”.

Payment for The Crowd Digital’s WordPress Maintenance Plans ProActive Care and Proactive Care + (Plus) is considered acceptance of the terms of this agreement.

The Crowd Digital’s WordPress Plans (the “Plan”) is the ideal way of keeping your website secure and running its best, while sticking to a pre-arranged monthly budget.

The Plans are a combination of services and products that when combined, provide total peace of mind in knowing that your website is running its best and will be back online as quickly as possible in the event that something goes wrong.

“The Client” is contracting “The Company” as a provider of website maintenance services. Any services not included in The Crowd Digital’s WordPress Plans are not considered part of this contract.

This contract has no fixed term and Clients can cancel at any time with 30 days written notice. A refund will be provided for any prepaid period of time exceeding the current billing month.

Details provided by the client during the signup process will be used as point of contact unless otherwise specified.

Authorization

The Client is engaging the Company as an independent contractor for the specific task of running a regular maintenance, publishing and backup plan for the Client’s WordPress website (the “Website”).

As part of this authorization, the Client agrees to provide the Company with access to the following:

  1. FTP access username and password (if this is difficult we can create a new one through the hosting account).
  2. Access to the website’s hosting account.
  3. PHPmyadmin (MySQL database user and password).
  4. Username and password for a user with administrator access to WordPress interface.
  5. API or account access for updating of premium plugins, frameworks and themes. Eg. Themeforest API.

For the purposes of migrating the Client’s Website to The Company’s hosting infrastructure.

The Client also agrees to allow the Company to install any plugins into their WordPress website as required by the Company to provide services.

Official updates and communication with the Client will be made via email and monthly newsletters.

What IS included in this agreement (The Services):

  1. Backup & Restore
  2. Maintenance
  3. Security
  4. Publishing
  5. Support

Once Migrated The Backup & Restore Services of this Agreement (Service Specifics)

Overview:

  1. Secure daily back-ups of your entire website. We back up everything required to restore your website in full.
  2. If your site crashes, we get it back online as quickly as possible.

What IS included in this agreement:

  1. At minimum daily backups of your entire website and database.
    1. Backup versions are stored on secure cloud storage,  the Company’s servers.
  2. If a crash or malware issue occurs at any time the Company will work to get a Client website back online as quickly as possible.
    1. After notifying the Client, the Company will reinstall the most recent working version of WordPress, theme, any necessary plugins and the database.
    2. Please note: In the event of a crash, we will take every reasonable measure to ensure that your site is back online as soon as possible. There is no guarantee on how quickly we will have your website back online because every situation is different. In most cases, we have a website back online within 24 hours of the crash occurring.

The Maintenance Services of this Agreement (Service Specifics)

Maintenance services are completed by the Company at minimum once every month. You the Client will be notified by email once monthly maintenance has been completed.

The Crowd Digital’s WordPress Plans are designed to maintain a Client’s website in its current stable condition. We provide peace of mind that the website you have now, will still be there and working for you tomorrow and next year.

What IS included in this agreement:

  1. The Company provides basic comprehensive maintenance coverage for the Client website:
    1. We provide maintenance for the minor ongoing tweaks required to keep your site running and looking great. Maintenance provided by the Company may be capped at the Company’s discretion.  Additional time required to fix the issue will incur the hourly development rate and permission to continue will be required by the Client.
    2. Dedicated development hours per plan are: ProActive Plus (+):  5 x 30 minute slots  = 2 ½
    3. Minor maintenance task examples:
      1. browser rendering issues. We support the latest version of Internet Explorer, Firefox, Google Chrome, and Safari.
      2. plugin or theme issues that have been introduced during a software upgrade.
  2. The Company will do a post software update review of each site looking for bugs or new issues. However, it is the sole responsibility of the Client to notify the Company of any new bugs, issues or problems requiring maintenance.
  3. The Company will provide support for a website’s existing plugins until such time as they are no longer supported by the plugin author or compatible with any other part of the WordPress environment.
  4. It is understood that in some cases, due to the changing nature of the internet, a bug being agreed to as fixed may not necessarily mean that everything will be identical to the way it was before. A bug being fixed is defined as: the issue/bug is no longer creating a usability or accessibility issue for users. The aesthetics are not a factor in a bug being marked as fixed, but we will always do our best to keep things looking as good as possible.
  5. For the purposes of this document, a bug is defined as “an introduced error on the client’s Website that negatively affects the user experience or the ability of a user to complete a required task.
  6. Database optimization and repair to help keep your site running as fast as possible.
  7. WordPress core, WordPress Plugins, Theme Frameworks and WordPress Themes are kept current with the latest stable version.
    1. Only commercial themes and frameworks that can be uploaded via the theme uploader and updated automatically within the WordPress administration interface are included in the updating service at the offered price. Themes and frameworks requiring special attention will incur the hourly development rate.
    2. Websites must keep all customizations separate from files that are part of recurring software updates.  If Client website code is overwritten due to a theme update the Company will not be responsible in any way.
    3. Client is responsible for any payment of premium plugins or other purchases, such as SSL certificates, unless organized with us separately from this agreement. We don’t support plugins that are out of date because the new version was not purchased.
  8. Spam purged to help keep your database running at top speed.
  9. Post Revisions Cleaned Up.
    1. Post revisions reduced to three. This helps keep the database running optimally.
  10.  If a website goes off-line more than three times in any given month:
    1. The Company will, at its discretion, remove the website from the maintenance and compensation will be put on hold.
    2. The Company will give notice to the Client that their website requires web development or security enhancements that are outside the scope of this Agreement and any work completed will incur the hourly development rate.
    3. At the Clients request, the Company will provide a quote for any work necessary to get the website back to the standard required for inclusion in the maintenance plan.
    4. Please note: The Services of the Company are built to work best when websites adhere to current web standards, including but not limited to WordPress theme development standards and w3c html/css validation. All websites must continue to meet these requirements into the future while using a maintenance plan. Failure to do so may result in cancellation of the maintenance plan.

The Security Services of this Agreement (Service Specifics)

  1. 24/7 Uptime Monitoring
    1. The Company will be notified of the website going offline.
    2. Once the website has been restored to being on-line the Company will log the incident and communicate the issue to the Client as well as what steps were initiated to get the website back online.
  2. Security Scans for malware.
    1. If there is a malware issue found the client will be notified and the problem will be dealt with the same as for a website crash.
    2. Our security scans are an “as is” product and any extra security enhancements will incur the regular hourly development rate.
  3. All themes and plugins not in use will be deactivated and deleted.
    1. This will be completed during initial set up.
    2. One fall-back theme will be kept.
  4. Secure Logins
    1. The admin username will be hidden from the public site and a suitable “Nickname” as chosen by the Client will be displayed publically instead.
    2. Users will be required to create strong passwords.
      1. minimum 8 characters.
      2. no real words or phrases.
      3. must use at least one uppercase and one lower case letter.
      4. must use at least one special character.

The Publishing Services of this Agreement (Service Specifics)

  1. Web Publishing: Updating your website is incredibly easy. Enter your text, images, audio, video, etc into our online publishing request form or send us an email.
  2. Content Management: Edit, revise, update or create new content on existing pages based on client request. We’ll manage the needs of your existing content on your website. “Content” is defined as a websites text, images, audio and video.

What IS included in this agreement:

  1. Monday through Friday we generally get your request done on the day we receive it. If a request has been received on your dedicated maintenance day the request will be given priority. We aim to have your requests completed within 48 hours.
  2. We publish all posts, pages and products to the highest standard. All content published will include:
    1. Basic search engine metadata; title, description. It is the responsibility of the client to supply the specific metadata, title, description etc for organic search purposes.
    2. Photos optimized and resized for the web at 80% quality and maximum 1440px width.
    3. It is the client’s responsibility to provide everything that they want to have included in their post or edits in a timely fashion.
  3. Posts, pages and products limitations:
    1. a maximum of 3500 words.
    2. a maximum of 15 images images, documents, videos, audio files.
    3. images may optionally be contained in a photo gallery if your theme permits it.
    4. Product management fields are limited to price, weight, dimensions, colors, sizes, description, and one featured image.
    5. A maximum of one video or audio item.
    6. A maximum of ten internal or external links per page, post or product.
    7. Video and audio embeds best practice is to be added via a third party service such as YouTube (video) or Soundcloud (audio). We are not responsible for adding your media to the third party services and will only add the embed code from these services.
    8. If third party multimedia services are not used, we can upload video or audio files to your website and provide direct links to the files.

What is NOT included in this agreement:

  1. We only publish ecommerce products that are WordPress plugins, not third party external services.
  2. We only publish simple products as part of our base publishing plan, which means no product variations or complex product types. Specialized requirements available upon request.

The Support Services of this Agreement (Service Specifics)

We understand that websites need to be continually tweaked and updated with new features and improvements. The Company provides support for minor features and improvements.

  1. Support is available through Podio our project management software, which grants you access to a customer-only support system.
  2. Our customer support representatives are available Monday through Friday, 09:00 – 17:00, South African Standard Time; excluding all statutory holidays.
    1. Support tickets can be submitted through the your dedicated Podio workspace.
  3. Maintenance of existing website features is covered in the Maintenance section above.
  4. Support for new minor features and improvements are considered “small jobs” as long as they are less than 30 minutes start to finish. Examples of new features or improvements supported by the Company:
    1. Aesthetic improvements
    2. Accessibility improvements
    3. Security improvements
    4. Adding a Google Analytics tracking code.
    5. Installing and configuring simple plugins / widgets.
    6. Installing the WordPress SEO plugin by Yoast.
    7. Adding a Favicon.
    8. WordPress consulting.
    9. Any jobs exceeding dedicated development hours will be outside the scope of this agreement. A quote will be provided to cover the work exceeding thirty minutes and once paid work will commence.
    10. The Crowd Digitals monthly plans are offered “as is”, with no implied warranty or guarantee it will function exactly as you wish, or with all 3rd-party components and plugins.

The Crowd Digital provides Clients with comprehensive basic coverage for both maintenance and any minor new features required.

However, there are times when your website requires more significant web development than we provide and in these cases the Client or a third party web developer may be hired to do the required web development. An example would be a complete website redesign, where a majority of the Client website has been replaced with a new version.

The Crowd Digital does not automatically support new web development by a third party on a Client site. Any new web development is subject to the same standards that are required for acceptance into the Plan.

We will support new web developments once they are proven to be stable. They are proven to be stable when they meet the same requirements for a Clients initial acceptance (see Services become void if below).

It is highly recommended that the Client contact the Company when any new web development is completed.  We will do our best to ensure that our services will not impact the new web development on Client websites. The Company is not responsible for negatively affecting or overwriting new web development that is not completed in accordance with the Plans requirements (see below).

The Services provided become void if:

Over time or through new web development some websites may become unsuitable for The Crowd Digital’s environment. A list of some, but not all, of the possible reasons for a website being found unsuitable and being rejected from The Crowd Digital’s monthly plans are:

  1. Client website has WordPress core, Plugin or Theme files which cannot be updated without overwriting modified templates and losing customizations.
  2. File / Server permissions.
  3. The Client website doesn’t follow best web practices and guidelines, such as current W3C standards and there are problems resulting from this non-compliance.
  4. A Client website’s total size exceeds 10GB.

What is NOT included in this agreement:

  1. Website design, website redesign, website re‐alignment or website re‐development.
  2. Off Page Search engine optimization services.
  3. CMS design or integration including but not limited to blogs, shopping carts and web forums.
  4. Subdomains.
  5. Email support, management or maintenance.
  6. Anything not explicitly outlined in the list above titled “What is included in this agreement” is not included and shall incur the regular hourly development rate.

The decision of whether a website is unsuitable for The Crowd Digital’s maintenance plans environment is completely at the discretion of the Company.

Compensation

You the Client agree to compensate The Crowd Digital, for the services described in the Plans above, once per month via automatic credit card withdrawal at the rate agreed to during checkout (the “Support Fee”).

In the event You the Client fail to pay the Support Fee, The Crowd Digital shall have the right to pursue any or all of the following remedies:

  1. apply a five percent (5%) service fee to all outstanding amounts;
  2. attempt to bill the account again;
  3. terminate this Agreement;
  4. immediately stop all works‐in‐progress or remove unpaid for material, including the deletion of Website and all related material from The Crowd Digital’s Platforms, services and servers; and,
  5. commence legal action.

Inappropriate Content

You will keep control over any websites, blogs, and other such places you have created on the internet, which you hire The Crowd Digital services for; however the following websites we will not accept to service your Site if we construe such site to be:

  1. Unlawful, obscene, pornographic, abusive, harassing, threatening, libelous, defamatory, fraudulent, contains nudity, or sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
  2. Advocate behavior or conduct that could be constituted a criminal offense;
  3. violate any applicable local, provincial, state, national, or foreign law or regulation;
  4. perform any unauthorized advertising, junk or bulk email;
  5. contains software viruses or any files or programs that are designed to damage or interfere with the proper function of any software and hardware;
  6. is false, inaccurate or misleading;
  7. infringes any third party’s copyright, trademark, patent, trade secret, right of publicity or privacy;
  8. Offer any Parking Space to which you do not have exclusive legal rights;
  9. Harvest or scrape any Content from the The Crowd Digital Sites;
  10. Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services;
  11. Attempt to solicit or induce any customers, suppliers or business relations of The Crowd Digital.
  12. Directly competes with The Crowd Digital.

Additional Services:

Any revisions, additions, or redesign You the Client request that The Crowd Digital perform that is not specified in the Plans, shall be considered “additional services” and will require a separate agreement and additional payment. The Crowd Digital shall advise the Client on any requested additional services that falls within these bounds.

Authorization:

You the Client hereby authorize The Crowd Digital to access their web hosting account (for access to the server via FTP) and WordPress administration, providing active username / password combinations, assuring that ‘write permissions’ are in place on said hosting provider to initiate the migration to The Crowd Digital’s platform.

Support Fees are subject to change

The Crowd Digital reserves the right, at any time, to modify or discontinue (temporarily or permanently); any of the services described in the Plans (or any part thereof), on thirty days notice to you. These changes are at the discretion of The Crowd Digital and are a part of the ever-evolving nature of the web and our desire to keep your website using the latest practices, services and products available. Support Fees are also subject to change on thirty days notice to you.

Non-Disclosure

The Crowd Digital, its employees and subcontractors agree that, except as directed by You the Client, it will not at any time during or after the term of this Agreement disclose any confidential information to any person whatsoever.

Likewise, You the Client agree that it will not convey any confidential information obtained about The Crowd Digital to another party. You the Client shall not share, re-sell or attempt to share or re-sell the services described in the Plan, transfer or attempt to transfer this contract or permit any third party to use and/or access any information obtained from The Crowd Digital for any purpose without prior consent of The Crowd Digital.

Confidentiality

  1. All confidential information of The Crowd Digital or You the Client or of any of our customers disclosed to or discovered by the other as a result of the provision of the services described in the Plan shall be regarded as disclosed in confidence and shall only be used in connection with the performance of its obligations under this contract.  Such information shall not be passed on to third party and/or in any way be made use of at any time either during or after the termination of this contract save with consent of the other or which comes into the public domain (otherwise than through the unauthorised disclosure by the other).
  2. You the Client shall promptly notify The Crowd Digital if You the Client become aware of a breach of confidence in relation to the services described in the Plan or this Contract and shall give The Crowd Digital all reasonable assistance in connection with any proceedings The Crowd Digital may institute against a third party at The Crowd Digital’s expense. The Crowd Digital may be required, in the course of maintaining domain names to provide registrars with current registrant information.

Privacy

  1. The information you provide to us will be stored on computer. The Crowd Digital is committed to protecting your privacy. We and any of our associated companies may use the information you provide us to provide a more personalised service and to tell You the Client about changes in our and their service or any new services which we think you will find valuable. If you object to any of these uses at any time, then please inform us by the Client Support Portal. We may also use such information where and to the extent of any requirement to comply with any applicable law, legal process or to enforce any of these conditions.
  2. We will not monitor, edit or disclose the content of Your information unless required to do so by law or in the good faith belief that such action is necessary to conform or comply with applicable law, to protect and defend the rights and/or property of The Crowd Digital or to protect the personal safety of any of our clients or the public.

Disclaimer

  1. If the services described in the Plans become unavailable, then The Crowd Digital will use reasonable measures to repair and reinstate those services within 24 hours of detection. If the failure is caused by You the Client or any agent of You the Client to have given access to, then You the Client shall pay all costs to reinstate and/or repair such services. Where such unavailability is due to the negligent failure of The Crowd Digital to deal with circumstances within its control and is for more than a total of 24 hours in any 30 day period or for any 6 consecutive hour period then The Crowd Digital will at its discretion either pay to You the Client compensation limited to a refund of the fee paid by you for the unavailable services or provide you with a credit up to the same amount.
  2. Neither The Crowd Digital nor anyone else who has been involved in the creation, production or supply of the services described in the Plan or any Additional Services shall be liable to You the Client or any other person for any loss in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof by reason of or in connection with the Contract or those services for any:
    1. economic loss of any kind whatsoever, or
    2. loss of profit, business contracts, revenues or anticipated savings, or
    3. damage to Your reputation or goodwill, or
    4. loss resulting from any claim made by any third party, or
    5. special, indirect or consequential loss or damage of any nature whatsoever, and You the Client shall indemnify The Crowd Digital from and against any claim which may be made against The Crowd Digital in respect thereof.
  3. The Crowd Digital shall have no liability for loss or damages arising from being prevented or delayed in or from performing any of the services described in the Plan or any of the Additional Services, due to circumstances beyond its control.  Such circumstances are, but shall not be limited to, governmental acts, war, riots, strikes or trade disputes (including by and with our own employees), technical failure, general availability of the Internet, power failure, communications failure, weather, flood, fire or explosion, natural or local emergency.

Termination:

You the Client may cancel this contract at any time, by providing one month’s written notice to The Crowd Digital, provided that payment is up‐to‐date. A pro‐rata refund will be given for any unused period of the advance payment greater than 30 days.

The Crowd Digital also reserves the right to cancel this website maintenance agreement at any time, for any reason, without prior notification and will provide a cancellation notice either electronically or in writing sent to the address of record.

Governing Law:

This Agreement will be governed by and construed in accordance with the laws of the Republic of South Africa applicable in that Province and will be treated, in all respects, as a South African contract.

Entire Agreement:

The Crowd Digital shall provide You the Client with ongoing website and security maintenance to the web site within this contract.

During the duration of this contract, the You the Client agree that The Crowd Digital will be the sole provider of all maintenance and security services for Your website, and no other party will have access to or rights to make modifications to Your website database, plugins or files (other than as needed for regular content management), non-standard changes to the theme that could result in loss of edits, modifications that effect the core of plugins that could result in the loss of edits. If a party other than The Crowd Digital makes changes to Your website, any errors that are created, that must be repaired, will be done so at Your expense.

This contract constitutes the sole agreement between The Crowd Digital and You the Client regarding this project. It becomes effective when You the Client makes their first month’s payment and Your website meets the criteria for acceptance into the Plan described above. It is the spirit of this contract that this will be a mutually beneficial arrangement for You the Client and The Crowd Digital.

Relationship:

You the Client and The Crowd Digital are independent parties and nothing in this contract shall constitute either party as the employer, principal or partner of or joint venture with the other party.

By accepting this contract You the Client waive and release The Crowd Digital personnel and/or its representatives and successors from all claims or liabilities of any kind arising out of the Agreement.

Both The Crowd Digital and You the Client agree to the terms of this contract based on the payment for services by You the Client and the acceptance of payment by The Crowd Digital.

Section Headings

Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.

Complete Agreement and Modifications

This Agreement supersedes all prior understandings and negotiations regarding the subject thereof, and represents the complete agreement between you and The Crowd Digital. These Terms do no create or confer any third-party beneficiary rights. The Crowd Digital may, at any given time, change, amend or modify this Agreement at The Crowd Digital’s sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending a notification, or updating the “Last Updated” date above. Your continued use of the Services will confirm your acceptance of the revised Terms. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended Terms, you must stop using the Services and delete your Member account.

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