INTRODUCTION
Although there is also some unavoidable standardized legalese at various places in the document, we endeavor to present everything in plain language. To do this, we frequently use terms like “we” and “you.” “We,” “us,” “our,” and “the Company” means PRICKLY PROMOTIONS t/a VERONICA CLARE WEB DEVELOPER, a closed corporation registered in the country of South Africa. “You,” “your,” “Customer” or “Client” in this document is you, our Client.
CURRENT HOURLY RATE
Throughout this document, reference is made to our current hourly rate. This rate is defined as our hourly rate that is in place at the time a service is requested, not at the time this agreement is signed. We will provide you with our current hourly rate upon request.
AVAILABILITY AND COMMUNICATION
We are available via email and Asana Monday through Thursday from 8:00 am to 4:00 pm, Fridays from 8:00 am to 12:00 pm Central African time. Our normal response time is one business day, though our response time may vary. We do not work on weekends or holidays. Clients with current Website Care Plan receive priority response times.
Email and Asana are the primary means of communication accepted for our work together. We do not communicate via mobile phone, text message, social media, or instant/private messaging (like Facebook Messenger) since we cannot track these requests as a team. No response will be made to any messaging or notices through those unapproved means as those methods of communication will not be monitored by support personnel.
WEBSITE HOSTING
Our proposal pricing is based on the assumption that you will purchase our website management service, which includes website hosting on our server. This hosting is designed to complement our workflow for the ongoing management of your website.
We strive to ensure that sites hosted by us are available 99.9% of the time during each monthly billing cycle. If this service level is not met, you may be eligible for a credit towards future billing cycles, based on the duration of unavailability. Unavailability is defined as your website being unresponsive or returning a server error for more than 60 consecutive seconds, excluding issues caused by local, regional, national, or international outages.
Unavailability due to scheduled maintenance is excluded from these conditions and does not qualify for service credits. Scheduled maintenance is announced at least two days in advance and does not exceed one hour per month, usually occurring during off-peak hours (typically early morning).
Service credits are calculated as a percentage of the bill for the affected billing cycle. The credit percentage is determined by dividing the minutes of unavailability by the total minutes in that cycle. Customers must request service credits within seven days of the unavailability.
Third Party Hosting
At your request, and at our sole discretion, we may agree to manage websites hosted on other services, though this will typically incur a surcharge.
If you choose not to use our hosting services, we make no guarantees or representations regarding any third-party hosting services, including their performance, support, reliability, or security. We are not liable for any issues, damages, or losses arising from third-party hosting providers, including server downtime, data loss, or security breaches. The chosen hosting provider is solely responsible for resolving any hosting-related issues, and all claims or disputes must be directed to them.
ANY WORK REQUIRED TO ADDRESS PROBLEMS THAT WE DEEM TO BE RELATED TO THIRD-PARTY WEB HOSTING WILL BE BILLED AT OUR CURRENT HOURLY RATE.
WEBSITE CARE PLAN
Website Backups
We perform daily backups of your website’s files and database to maintain data integrity and facilitate recovery if necessary.
- If your site is compromised by a security vulnerability or becomes inoperable due to user error, we will restore a backup for you. In cases of hacks, there is no limit to the number of restorations we will perform under this service.
- For user error-related issues, we will perform up to two restorations within any 30-day period.
- Additional restorations due to user error will be charged at our current hourly rate with a one-hour minimum.
- Backup restorations will reflect the state of the site at the time the backup was taken. Any information added or changes made to the site after the backup will not be included in the restored version.
Website Software Updates
We endeavor to keep your website secure and functional by updating WordPress core, themes, and plugins. Updates are applied at our discretion based on the latest security practices and the operational requirements of your website but are generally performed weekly or fortnightly.
Website Security
We implement advanced security measures to enhance your website’s resilience against unauthorized access and hacking attempts. Our security protocols include the use of leading security software.
While we strive to provide reliable website security, we cannot guarantee that your site will be immune to hacking. Our practices aim to reduce risks and mitigate the impact of security incidents. Should a breach occur, we will endeavor to restore your site to its pre-breach state as part of our service commitment, at no additional recovery cost. Beyond restoration, we do not assume further liability.
Premium (Paid) Themes and Plugins
- Premium themes and plugins require a recurring license fee to access ongoing software updates.
- If we hold the appropriate licenses for the themes or plugins used on your website, the costs for these licenses are included in your Website Care Plan. We will maintain these licenses for as long as you remain an active subscriber to our services.
- If your website uses premium themes or plugins for which we do not hold the necessary licenses, it is your responsibility to maintain the appropriate licensing to ensure updates are available.
- We will inform you about any themes or plugins requiring licensing that you must secure, and assist you in obtaining them if needed.
- Our Website Care Plan does not cover issues arising from premium themes or plugins that lack proper licensing and therefore cannot be updated to the latest versions. You are responsible for maintaining current licenses for these themes and plugins. Failure to do so may result in compatibility and security problems, for which we cannot be held liable.
Plugin Compatibility
If an update to a plugin causes conflicts or issues with your website’s functionality, we will consult with you to determine the best solution. This typically involves removing the problematic plugin and replacing it with a similar one or alternative programming. If resolving a compatibility issue exceeds three hours, the additional work will be billable at our current hourly rate.
IT IS YOUR RESPONSIBILITY TO INFORM US IF YOUR SITE IS EXPERIENCING PROBLEMS AND NEEDS ATTENTION.
If you choose not to purchase our Website Care Plan, you are fully responsible for all website management tasks, including but not limited to performing backups, securing WordPress, and applying WordPress software updates.
PAYMENT FOR WEBSITE CARE PLANS
Payment for Website Care Plan is due on the first day of the service period, whether monthly, half-yearly, or annually. Payments shall be made via the major credit card on file with our payment processor. Alternative payment methods may be accepted at our discretion and may include an applicable surcharge.
We reserve the right to adjust pricing for our Website Care Plan as necessary. Any price changes will be communicated to you in writing at least 60 days in advance. If you do not agree to the new pricing, you may choose to cancel the services as outlined below.
DISRUPTION OF WEBSITE CARE PLANS
Changes made by you or any third party you authorize—such as employees, contractors, or other service providers—can disrupt our ability to provide Website Care Plan. These disruptions may include:
- Removing, disabling, or restricting access to plugins required for backups, security, or performance monitoring.
- Migrating to a new hosting provider or changing DNS settings without at least one week’s notice.
- Altering hosting configurations, file permissions, or server settings in a way that limits our ability to perform maintenance.
If any of these actions occur, we may be unable to provide our Website Care Plan services as agreed. In such cases:
- We will notify you of the issue when we become aware of it.
- We will attempt to restore our services. Any work required to diagnose or resolve the issue will be billed at our current hourly rate.
You are responsible for ensuring that any third party you authorize to access your website is aware of our management role and does not interfere with the configuration or operation of the website.
CANCELLATION OF WEBSITE CARE PLANS
You may cancel Website Care Plan with a 30-day notice. Cancellations are should be made in writing via email. WE DO NOT OFFER REFUNDS ON WEBSITE CARE PLAN.
IF YOU ELECT TO DISCONTINUE WEBSITE CARE PLAN, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING ALL COMPONENTS OF YOUR WEBSITE BACKED UP, SECURED, AND UPDATED.
LATE PAYMENT AND COLLECTIONS POLICY
All invoices pertaining to web hosting, security, maintenance, or any other work on your website are payable on receipt.
Amounts due and unpaid shall bear an interest at the rate of twelve percent (12%) per annum. Client agrees to pay all costs of collection, including reasonable attorney’s fees, as additional sums owed under this Agreement.
YOUR RESPONSIBILITIES IN WEBSITE SECURITY
We incorporate industry standard WordPress security techniques when building your website. Since one prevalent method hackers use to breach a website is through compromised user devices, you agree to uphold robust security measures when accessing your website, and this includes:
Device Security
Protect any computer or device you control that has access to the website by:
- Installing and maintaining up-to-date security software.
- Using the latest version of your preferred web browser.
- Keeping the operating system updated with recommended patches.
- Regularly updating any other installed software.
- Refraining from logging into your website while connected to a public WiFi network (such as but not limited to cafes and hotels)
Password Protocol
- Use a strong password (as indicated by the WordPress password strength meter) exclusive to your website login.
- Refrain from sending passwords or other sensitive credentials openly via SMS, email, chat programs, or any other unencrypted and exposed methods.
- We strongly recommend utilizing a password manager to ensure you use robust, unique passwords for every site.
You further commit that any employees, contractors, or other parties you grant (or ask us to provide) website access to will adhere to the above security measures.
THIRD-PARTY SERVICES
We cannot be responsible for changes made to the website by third-party providers that you have authorized to access the website. These providers include but are not limited to those doing work related to website development, search engine optimization, social media, or content creation. If our services are necessary to correct problems caused by a third-party provider, such services are not covered by our Website Care Plans, and are billable to you at our current hourly rate.
SEARCH ENGINE OPTIMIZATION (SEO)
SEO services are not included in our Website Care Plan. Your website’s ranking and placement on search engines depend on a myriad of factors. WE CANNOT GUARANTEE RANKING OR PLACEMENT ON ANY SEARCH ENGINE.
WEBSITE EMAIL DELIVERABILITY
Your website will automatically send emails in response to specific events, such as the completion of a contact form, product sales, or user password updates/resets. These emails could be flagged as spam or not delivered by email providers.
Since we cannot control the delivery of these emails, we are not responsible for any emails that are not delivered to the client for any reason.
YOU ARE RESPONSIBLE FOR REGULARLY CHECKING SPAM FOLDERS, AND WEBSITE FORM AND ORDER INTERFACES FOR ANY NOTIFICATIONS THAT WERE NOT DELIVERED TO YOUR INBOX.
We will help to troubleshoot any email deliverability issues with you at our standard hourly rate.
EMAIL SERVICE
WE DO NOT PROVIDE OR SUPPORT EMAIL SERVICE TO CLIENTS. We recommend consulting with an IT Professional about implementing professional email service from a reliable vendor.
DOMAIN NAMES
Registering a domain name for your website and paying the accompanying annual registration fee is your responsibility. We can assist in the process of registration and connecting your domain name to the website if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion.
It is your responsibility to ensure that the credit card the domain registrar has on file for your domain registration is current for rebilling.
WE ARE NOT RESPONSIBLE FOR SUSPENSION OR LOSS OF DOMAIN NAMES BECAUSE YOUR CARD COULD NOT BE BILLED OR FOR ANY OTHER REASON. If you lose access to your domain name through non-payment, suspension or any other reason, your website will no longer be accessible or viewable by the public. Work needed as a result of domain expiration is billable at our current hourly rate.
WEBSITE ACCESSIBILITY AND COMPLIANCE
We strive to employ best practices for website accessibility in our websites, including considerate color choices and the selection of accessible interactive elements and are happy to provide guidance towards compliance changes. However, full compliance with all accessibility standards may vary depending on the specific project and client requirements. If the Client has any specific legal, regulatory, or accessibility requirements that apply to the website, including but not limited to compliance with disability accessibility standards or other regulations related to HIPAA, FERPA, etc., it is the Client's responsibility to inform us of these requirements.
Unless expressly stipulated in the Scope of Work, we make no representations or warranties regarding the website's compliance with any such specific requirements. Any guarantees to meet compliance for accessibility or other regulations must be explicitly detailed and agreed upon as part of the Scope of Work and accepted by you to be a part of the contract between the parties.
ARTIFICIAL INTELLIGENCE (AI) GENERATED CONTENT
Depending on the scope of work for your project, we may utilize text, images, code, or other information generated by Artificial Intelligence systems, collectively referred to as "AI-generated content." If we elect to use AI-generated content, we will do so in compliance with applicable laws, regulations, and ethical guidelines, and will obtain any necessary permissions or licenses for the use of such content on the website.
Should the Client supply any AI-generated content for inclusion on the website, the Client shall ensure that such content complies with all applicable laws, regulations, and ethical guidelines. The Client shall obtain and provide evidence of all necessary permissions, licenses, and consents required for the use of the AI-generated content.
LEGAL PAGES AND PRIVACY REQUIREMENTS
Depending on the nature of your site and your location, legal pages such as Terms of Use, Privacy Policy, Return Policy, etc., may be mandated by government entities, vendors, or licensing agencies.
THE CLIENT ACKNOWLEDGES AND AGREES THAT IT IS THE CLIENT'S SOLE RESPONSIBILITY TO DETERMINE WHETHER SUCH PAGES ARE REQUIRED. It is strongly advised that you consult an attorney to determine your responsibilities in this matter. Creation of the content for these legal pages is not included in the Proposal of Services for your new website unless specifically itemized. However, if you provide the content for these pages, we will typically add them at no additional cost.
If we provide any standardized privacy policies and terms of use, we expressly do not guarantee that this language complies with any governing body’s requirements. YOU ARE HEREBY INFORMED, AND YOU ACKNOWLEDGE, THAT YOU SHOULD HAVE ANY STANDARDIZED LANGUAGE REVIEWED BY YOUR ATTORNEY.
THE CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT IT IS THE CLIENT'S SOLE RESPONSIBILITY TO INFORM US IF YOUR WEBSITE MUST BE COMPLIANT WITH ANY REGULATORY BODY, such as but not limited to the EU’s General Data Protection Regulation (GDPR) or the California Online Privacy Protection Act (CalOPPA). Compliance with these, or any other regulations or laws, must be explicitly detailed and agreed upon as part of the Scope of Work and accepted by you to be part of the contract between the parties.
OUR EMPLOYEES AND CONTRACTORS
We currently have two employees who may work on your project.
DISCLOSURE TO LAW ENFORCEMENT
We will disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. We will cooperate fully with the legal requests of law enforcement agencies.
INDEMNIFICATION
The Client agrees to indemnify and hold harmless the Company, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or any and all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arise out of, or relate to the Agreement, Client’s use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
CHOICE OF LAW AND FORUM
This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the South Africa without regards to Conflict of Law principles.
In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined through mediation. The parties will mutually select a mediator and share the cost of mediation equally. If the parties cannot agree upon a mediator then each party shall select a mediator and those mediators shall, independent of party input or control, select a mediator to mediate the dispute. Unless otherwise mutually agreed, the location of the mediation will be in Western Cape, South Africa. The parties agree to cooperate fully with the mediator in good faith in order to reach a mutually satisfactory resolution of the dispute.
If the dispute is not resolved within 60 days after it is referred to the mediator, either party has the option to litigate the dispute in a court of law located in Western Cape, South Africa.
REFUSAL OR DISCONTINUATION OF SERVICE
We reserve the right to refuse, restrict or terminate service to any client for any reason.
DISCLAIMER OF WARRANTY
We will perform our work in accordance with good industry practices and at the standard expected from a suitably qualified person with relevant experience. We cannot guarantee that our work will be error-free and so we cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL.
LIMITATION OF DAMAGES OR LIABILITY
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Notwithstanding anything else in this Agreement, the maximum aggregate liability of THE COMPANY AND any of its employees, agents, contractors or affiliates, under any theory of law should not exceed the amount of fees it has collected on the customer’s account in the last six months.
FORCE MAJEURE
We shall not be considered in breach of this Agreement if we are unable to complete the Services or any portion thereof due to events beyond our control, including but not limited to fire, earthquake, labor disputes, acts of God or public enemy, pandemics, death, illness, incapacity, or compliance with any local, state, federal, national, or international law, governmental order, or regulation (collectively, “Force Majeure Events”). In the event of a Force Majeure Event, we will endeavor to notify you of our inability to perform or any delays in providing our services.
SEVERABILITY
No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.
HEADINGS
The headings in this Agreement are inserted for convenience only and are not a part of this Agreement.
ENTIRE AGREEMENT
This Agreement, and any Proposals of Service attached, constitute the entire agreement and understanding of the parties with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement or modification is sought.
MODIFICATIONS
This Agreement may not be changed or modified except in writing signed by the parties.
CONSTRUCTION
The parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement, participated in its drafting and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.
ASSIGNABILITY
Neither the Company nor the Client may assign this Agreement without the prior consent of the other.
AGREEMENT
Please initial at the bottom of each page and sign below signifying that you have read, understood, and agreed to these Terms of Service
