Seguru Service Agreement

Terms of Service

IntroductionAlthough there is also some unavoidable standardized legalese at various places in the document which our attorney required, in this document we try to write everything in plain English. To do this, we frequently use terms like “we” and “you.” “We,” “Us,” “Our,” and “The Company” means SEGURU DIGITAL PTY LTD, a corporation registered in the State of New South Wales, Australia and operating from New South Wales, Australia and Queensland, Australia. “You,” “Your,” “Customer” or “Client” in this document is you, our Client.Current Hourly RateThroughout 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 CommunicationWe are available via email and phone Monday through Thursday from 9:00 am to 5:00 pm, Fridays from 9:00 am to 12:00 pm AEST time. Our normal response time is one business day, though our response time may vary. We do not work on weekends or holidays.Phone and email are the primary means of communication accepted for our work together. While you can reach us via mobile phone, text message, social media, or instant/private messaging (like Facebook Messenger), we can not guarantee response times via these platforms since we cannot track these requests as a team.For emergency support, we are contactable 24/7 and will respond to requests received based on the urgency of the matter. If the request is deemed a non-emergency request, we will respond based on normal support request times. An emergency is defined as your website going down or a critical part of your site not functioning. We have constant uptime monitoring of all sites on the Seguru network and respond preemptively to mitigate and solve issues proactively where possible.Website HostingOur Website Management Service includes website hosting. If you elect not to host on our server, we cannot be responsible for the speed of your website, the performance of any of your website features, security certificates for your website, the uptime of your website, or any other hosting related matter.FIXING ANY PROBLEMS RELATED TO WEB HOSTING, OR PROJECT DELAYS RELATED TO WEB HOSTING ON A SERVER OTHER THAN OUR OWN IS BILLABLE AT OUR CURRENTLY HOURLY RATE.We use commercially reasonable efforts to make sites that we host available 99.9% of the time during each monthly billing cycle. If we are unable to meet this service level, you will be eligible to receive a credit to apply to future billing cycles based upon the unavailability for that month.For the purposes of this agreement, unavailability means that either your website is unresponsive, or your website returns a server error response to valid user requests for more than 120 seconds of consecutive requests, and in all cases that the unavailability is not because of local, regional, national or international outages.Unavailability that is a result of scheduled maintenance is excluded from these conditions and will not be considered for service credit calculations. Scheduled maintenance is defined as maintenance that is announced at least 2 days in advance, and does not exceed one hour in any month. Typically, scheduled maintenance occurs in off-peak hours (usually in the early morning).Service credits will be calculated as a percentage of the bill for the billing cycle that the unavailability occurred. The percentage for the credit will be calculated by dividing the number of minutes of unavailability by the total number of minutes in that billing cycle. THE CUSTOMER MUST REQUEST SERVICE CREDITS WITHIN 7 DAYS OF THE UNAVAILABILITY OCCURRING.Website Management ServiceOur Website Management includes website hosting, website software updates, website backups, and website security.Website SecurityOur lockdown protocol hardens the WordPress system to make it more resistant to the actions of hackers. We employ industry-leading security software that actively guards your website against hack attempts at multiple levels in the WordPress system.Website BackupsYour website’s files and database will be backed up automatically each day your website has activity (if your website does not have activity, there is no need for a backup to occur). This backup is stored in our cloud data vault where we typically retain the previous 30 backups for your site.Secondary external backups are also made on a daily basis to an external cloud storage provider and are stored for a minimum of seven days depending on the plan level.Software UpdatesEach week, at our discretion, we will apply available updates for the WordPress core software, your theme files, and your plugin files. We perform these updates for the items that appear in the “Updates” area of your WordPress dashboard. We also watch WordPress industry security news and proactively perform these updates more frequently during times of enhanced threat levels.While it is impossible to guarantee that your site will never be hacked, all of these techniques make your website a more difficult target for hackers. In addition, it is well known that hackers tend to exploit easier targets first – sites without security measures in place. However, in the event that your site is hacked, we will restore it to pre-hack condition at no additional cost either by restoring a site backup or performing a malware cleanup at our discretion.Restoring BackupsShould your site become compromised by a hack or if your site becomes inoperable because of user error, we will restore a backup for you.If the restorations are the result of a hack, there is no limit to the number of restorations we will perform for you under this service.If the restorations are due to user error, we will perform a maximum of 2 restorations in any 30-day period.Additional user error-related restorations will be performed at our current hourly rate with a one-hour minimum.Premium (Paid) Themes and PluginsMany websites use themes and/or plugins that require the payment of a recurring license fee to maintain access to ongoing software updates. We have secured appropriate licensing for many of these.If we have appropriate licenses for the themes and/or plugins used by your website, the cost for recurring license fees are included in your Website Management Services, and licensing will be maintained for you as long as you are an active subscriber to our Website Management Services.If your website uses premium themes and/or plugins and we do not have appropriate licensing, the responsibility is yours for maintaining the appropriate licensing to ensure the availability of updates.We will advise you of the themes and/or plugins for which you will need to maintain licensing and assist you as needed in the process of obtaining them.WE CANNOT BE HELD LIABLE FOR PROBLEMS SUCH AS BUT NOT LIMITED TO HACKS, INOPERABILITY OR INTERCOMPATIBILITY THAT ARISE FROM PREMIUM PLUGINS WHICH YOU CHOOSE NOT TO LICENSE AND ARE OUT OF DATE.Plugin CompatibilityIf an update to a plugin creates conflicts or causes issues with the functionality of your website, we will consult with you to determine the best course of action. Typically, we will remove the offending plugin and replace it with a similar plugin or other programming. If the time required to resolve a plugin compatibility issue exceeds 1 hour, additional time 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 ELECT NOT TO PURCHASE OUR WEBSITE MANAGEMENT SERVICE, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING WORDPRESS (AND ITS THEMES AND PLUGINS) UPDATED.Payment and Cancellation of Website Management ServicesPayment for Website Management Services is due on the first day of the billing period in which that service will be provided.You may cancel website management services with a 30-day notice. WE DO NOT OFFER REFUNDS ON WEBSITE MANAGEMENT SERVICES.IF YOU ELECT TO DISCONTINUE WEBSITE MANAGEMENT SERVICES, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING ALL COMPONENTS OF YOUR WEBSITE BACKED UP, SECURED, AND UPDATED.If you desire to migrate your website to another web host. We will at your discretion (1) provide you with an administrator login for your WordPress site so a backup can be performed and migrated to the new location, (2) provide to you a backup created using an industry-standard WordPress backup system at a cost of $100, or (3) perform the website migration for you at our current hourly rate.Late Payment and Collections PolicyAll invoices pertaining to web hosting, security, maintenance, or any other work on your website are payable on receipt. If an invoice goes unpaid for more than 30 days after the invoice was sent, WE RESERVE THE RIGHT TO SUSPEND YOUR WEBSITE FROM PUBLIC VIEW UNTIL ALL OUTSTANDING BILLS ARE CURRENT.Amounts due and unpaid shall bear an interest at the rate of six percent (6%) per annum. Client agrees to pay all costs of collection, including reasonable legal fees, as additional sums owed under this Agreement.Your Responsibilities in Website SecurityWe employ the latest WordPress security methods and safeguards possible on your website. However, studies have shown that one of the most common ways that hackers gain access to your website is through keylogging programs installed on the infected computers of users. You agree to protect any computer that will log into the website by:Installing and maintaining updated security software

• Using the most up-to-date version of your preferred web browser Keeping the operating system patched with recommended updates Keeping versions of other installed software up to date if they are installed.

Use of Strong PasswordsYou also agree to use a strong password (as shown by the WordPress password indicator) for any account you use to log in and edit your website, and that this password will only be used on your website. We recommend the use of a password manager such as 1Password or LastPass so that you have strong unique passwords for every site you access.Two-factor AuthenticationWe recommend two-factor authentication (also known as 2-Step Verification or Multi-factor Authentication) for an additional layer of security on your website. All sites migrated to Seguru will have the ability to turn this on for all administrator accounts. We can assist you in this as part of our service.Third-Party ServicesFrom time to time, our clients might employ a third party (such as but not limited to a Search Engine Optimization professional, social media professional, or content writer) whose services involve modifications to the website. WE CANNOT BE RESPONSIBLE FOR THE WORK OF A THIRD PARTY. Should our services be necessary due to any work performed by a third party, these services are billable at our current hourly rate.OUR WEBSITE MANAGEMENT PLANS DO NOT COVER WORK NECESSARY DUE TO ACTIONS PERFORMED BY A THIRD PARTY. SHOULD OUR SERVICES BE NECESSARY DUE TO ANY WORK PERFORMED BY A THIRD PARTY, THESE SERVICES ARE BILLABLE AT OUR CURRENT HOURLY RATE.Email DeliverabilityOccasionally, your website will send an email when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. These emails that are automatically generated by the WordPress system are often flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo and others.SINCE WE CANNOT CONTROL THE RECEIPT OF EMAIL, WE CANNOT BE HELD RESPONSIBLE FOR ANY EMAILS THAT WERE NOT DELIVERED TO THE CLIENT FOR ANY REASON.IT IS THE CLIENT’S RESPONSIBILITY TO REGULARLY CHECK SPAM FOLDERS AND WEBSITE FORMS AND ORDER INTERFACES FOR ANY NOTIFICATIONS THAT WERE NOT DELIVERED TO THE CLIENT’S INBOX.Email ServiceWE DO NOT PROVIDE OR SUPPORT EMAIL SERVICE TO CLIENTS. We recommend third-party services such as Google Apps and Microsoft Office 365.Domain NamesRegistering 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. Work needed as a result of domain expiration is billable at our current hourly rate.Website Accessibility and ComplianceIf laws require that your website is accessible to users with disabilities, or if you desire for it to be, it is your responsibility to inform us of this requirement.If your website or any associated data must meet compliance requirements of any kind for any entity, organization, or regulatory body, it is your responsibility to inform us of the specific compliance requirements involved.WE DO NOT GUARANTEE TO MEET ANY COMPLIANCE FOR ACCESSIBILITY OR OTHER REQUIREMENTS UNLESS WE HAVE EXPLICITLY AGREED IN WRITING TO DO SO.Disclosure to Law EnforcementWe will disclose information about our clients to law enforcement agencies without further consent or notification to the client upon lawful request by search warrant from such agencies. We will cooperate fully with legal requests made by law enforcement agencies.IndemnificationThe 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 legal 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 ForumThis Agreement, and any related Statements of Work, shall be construed in accordance with and governed by, the laws of the State of New South Wales, Australia 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. Unless otherwise mutually agreed, the location of the mediation will be at one of Seguru’s operating locations. 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 New South Wales, Australia or Queensland, Australia.Refusal or Discontinuation of ServiceWe reserve the right to refuse, restrict or terminate service to any client for any reason.Disclaimer of WarrantyWe 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 LiabilityIN 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 MASTER SERVICES AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY 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.SeverabilityNo part of this Agreement will be affected if any other part of it is held unenforceable or invalid.HeadingsThe headings in this Agreement are inserted for convenience only and are not a part of this Agreement.Entire AgreementThis 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.ModificationsThis Agreement may not be changed or modified except in writing. We reserve the right to update these terms of service at any time based on changes to laws under which we operate and the needs of The Company. We will provide updated versions of these terms of service by email to your nominated email address for review and acceptance. After notification of changes, continued use of the services provided by Seguru Digital Pty Ltd will be subject to the latest terms of service.ConstructionThe parties acknowledge and agree that they have read, understood and have actively negotiated the terms of this Agreement. 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.AssignabilityNeither the Company nor the Client may assign this Agreement without the prior consent of the other.