Terms of service

Introduction

 

1. By signing up for Everything Digital services (Services) or any of the services offered by Everything Digital you are agreeing to be bound by the terms and conditions set out below (Terms of Service). Any new features or tools which are added to the current Services shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time by going to the Everything Digital website. Everything Digital reserves the right to update and change the Terms of Service by posting updates and changes to the Everything Digital website at any time. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you and by continuing to use the Services you will at all times be deemed to be bound by the most current Terms of Service.
2. Please read the Terms of Service as they detail your legal rights and obligations.

Contracting Parties

 

1. Everything Digital is the contracting party for the purposes of these Terms of Service.
   1. The Client is the owner of the business or is authorised by the owner of the business to carry out the agreed services; and 
   2. The Client is referred to as you or your for the purposes of these Terms of Service, and you are the counter-party to this agreement with Everything Digital.

Agreement

 

1. By registering Services with Everything Digital and utilising those Services, you are agreeing to be bound by these Terms of Service.

Amendment

 

1. Everything Digital can amend these Terms of Service (in whole or in part) at any time. Amendments will be effective immediately upon posting on the Everything Digital website. You are responsible for ensuring that you are familiar with the latest Terms of Service at all times. Your continued use of the Services and Everything Digital Platform represents your agreement to be bound by the Terms of Service as amended from time to time.

General

 

1. You warrant that all information provided by you at any time is true and accurate in all respects.
2. You must not use the Services for any illegal purpose and you are responsible at all times for ensuring compliance with the laws of the jurisdiction within which your business operates.
3. Everything Digital reserves the right to refuse service to anyone, and to modify or terminate the Services, for any reason and at any time, without notice
4. Everything Digital shall be entitled to terminate this agreement at any time, and without notice, in the event of any breach of these Terms of Service by you (as may be determined by Everything Digital in its sole discretion) or in the event that Everything Digital suspects that you have engaged in any fraudulent or illegal activity utilising, or in connection with, the Services or the Everything Digital platform.
5. You agree not to involve, or attempt to involve, Everything Digital in any dispute or claim arising in respect of any transaction involving any of your employees, associates, customers or suppliers.
6. You understand that your content (other than credit card information which is always encrypted) may be transferred unencrypted, transmitted across various networks and changed to conform to the requirements of connecting networks or devices.
7. Everything Digital may, but has no obligation to, remove any content or account containing content that it considers in its sole discretion to be unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or in violation of another party’s intellectual property or these Terms of Service.
8. Verbal or written abuse of any kind, to or in respect of any person or entity, will result in the immediate termination of your account

Everything Digital Services

 

1. Everything Digital provides, and is not limited to, these services to facilitate Digital Consulting, Website Development, Web Hosting, SEO, Google Ads Management, Email Marketing, Website Security Management and associated functionality. Everything Digital does not act as your agent and shall have no liability whatsoever to you or any other person in respect to Services rendered utilising the Everything Digital Platform and associated Services.
2. Everything Digital provides the Services on an as is, as available, basis and makes no representations, and gives no warranties, with respect to the continuity or availability of the Services. Everything Digital excludes all and any liability arising from the supply of, or failure, interruption or delay in the supply of, any of the Services; the appropriateness of the Services for any particular purpose; the incorrect, inaccurate or delayed transmission of any transaction; or your use of the Services. Everything Digital may at any time modify or withdraw, on a temporary or permanent basis, and wholly or in part, the Services and shall have no liability to you or any other party with respect to, or arising out of, any such modification or withdrawal.
3. Everything Digital makes no representation or warranty that the Services will be uninterrupted or error-free, or that the Services are free of viruses. All implied conditions, guarantees and warranties are expressly excluded to the maximum extent permitted by law. Everything Digital shall not be liable for any loss or damage of any nature whatsoever (whether direct, indirect, special, consequential, exemplary or otherwise) arising out of, or in connection with, your use of, or inability to use, the Service or the performance, or lack of performance of the Services.
4. Everything Digital does not warrant or represent that the quality or nature of any products or services available to or obtained by you through Everything Digital will meet your requirements or specifications, or that any errors or bugs in such products or services will be corrected.
5. Technical support is only provided to paying account holders of the web security + management package or ongoing support retainers.
6. Everything Digital may provide you with access to third party tools over which Everything Digital neither monitors nor has any control or input. You acknowledge and agree that Everything Digital provides access to such tools on an as is, where is, basis without any warranties, representations or conditions of any kind and without any endorsement by Everything Digital. Everything Digital shall have no liability whatsoever arising from or relating to your use of optional third party tools.
7. Any use by you of optional tools offered through the Everything Digital platform is entirely at your own risk and discretion and you should ensure that you are familiar with and approve the terms on which such tools are provided by the relevant third party provider/s.
8. Everything Digital strongly recommends that you seek specialist advice before using or relying on such tools.

Fees

 

1. All prices are in New Zealand Dollars.
2. Our standard hourly rate for any development, digital marketing or design work is $120 + GST, with a minimum charge of $150 + GST.
3. Everything Digital also provide digital consulting services which is charged at a standard hourly rate of $250 + GST.
4. Fees will be invoiced monthly in advance commencing on the date that each relevant Service is subscribed for by you. Invoices are payable in full by the due date of the invoice. You in accepting our quote or paying for an invoice are agreeing to our terms set out below.
5. In the case of new website builds Everything Digital requires a deposit to be paid before work begins and the final invoice to be paid before the website is pushed live. Payment of said deposit constitutes acceptance of these terms and conditions and services.
6. The launch of a new website denotes deemed acceptance from the client that that project is complete and that any further work (remedial or otherwise) is out of scope and can be charged for henceforth.
7. If a project is delayed for reasons out of Everything Digital’s control (such as a failure to supply content or feedback in a timely fashion), Everything Digital reserves the right to invoice for remainder of full value of the project 90 days from its inception, regardless of its state of completion.
8. Prices for using the Services are subject to change on 14 days’ notice. Such notice may be posted on the Everything Digital website. You are responsible for ensuring that you are familiar with the latest prices at all times. Your continued use of the Services represents your agreement to be bound by the prices as amended from time to time.
9. All ongoing Services or retainers are billed on a monthly basis in advance. You will be invoiced by email. Any disputes regarding an invoice must be raised within 10 days of the date of the invoice, otherwise it will be deemed accepted by you in all respects.
10. All fees are exclusive of all federal, provincial, state or other governmental sales, goods and services, harmonised or other taxes, fees or charges in force at any time (Taxes). You are liable for all Taxes applicable to the provision of the Services to you.
11. Under no circumstances will you be entitled to a refund from Everything Digital.
12. We reserve the right to suspend our work or cancel any services should payment of existing invoices be overdue.
13. The client shall pay the Account no later than fourteen (14) days following the date of invoice.
14. If an account remains unpaid after two months from the due date, the account may be referred to our debt collection agency and we may charge you a minimum default fee of 25% of the unpaid portion of the fee (but not less than $50) to cover the collection agency’s fees and we may seek further costs on recovery. The account may also be recorded on a credit information database held by a credit reporting agency. We also reserve the right to act in the collection ourselves and charge for our attendances in recovery at our usual rates. You authorise us to debit against amounts pre-paid by you; and to debit your credit card.
15. After Hours Rate: Our business hours are 9am – 5pm Monday through Friday and our after hours rate is $250+GST/hour. If you require professional services outside of these hours or on holidays, the work will be quoted at our After Hours Rate.

 

Default & Termination

 

1. A 30 day notice period is required before the suspension or termination of any Service. If the next billing period falls within this notice period, you will be charged for the next billing cycle. Once the last billing cycle is completed the required Services will be terminated by Everything Digital without further notice. 
2. The Google Ads Management service has a minimum 3 month term and can be terminated only after this period.
3. Either party may terminate this agreement forthwith, or in the case of Everything Digital suspend the carrying out of any Service until further notice, in the event that a liquidator, trustee and bankruptcy, receiver or receiver and manager is appointed in respect of the assets of the other party.
4. Everything Digital may either terminate this agreement forthwith, or forthwith suspend the carrying out of any Service until further notice, in the event that the Customer fails to make any payment due to Everything Digital under this agreement by the due date on the invoice.
5. The client may terminate this Agreement.  If you terminate this Agreement you must pay us all outstanding accounts including any invoices rendered at the completion of the Agreement.  Everything Digital reserves the right to retain all documentation and information held by us until payment is received of all outstanding Accounts.
6. In the event that this agreement shall have been terminated, or the carrying out of any Service has been suspended pursuant to the Default & Termination Clause in this agreement, the Customer shall reimburse Everything Digital all direct costs and expenses incurred as a consequence of such termination or suspension.

 

Liability

 

1. Everything Digital shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with our services for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the work done, including but not limited to any loss suffered by the customer through websites we build, maintain and host getting hacked or damaged.
2. You agree to indemnify Everything Digital, its related companies, and the directors, officers, agents and employees of the same for all losses, costs, liabilities and damages (including all legal fees and expenses on a full indemnity basis) suffered by Everything Digital or any such party as a consequence of any act or omission by you, any unauthorised access or use of the Everything Digital website or Services by you, any breach of these Terms of Service by you, or your violation of any law or the rights of any third party and any claim brought against us by a third party resulting from the provision of the Services by us to you and your use of the Service.
3. You are responsible for all content that you upload using the Services and for all activity associated with your Service. Everything Digital shall have no liability whatsoever to any party in respect of any use by you of the Services.
4. The client agrees to indemnify Everything Digital in respect of any claim for loss or injury occasioned as a result of services rendered and shall further indemnify Everything Digital in relation to any claim for: defamation; copyright, name or trademark infringement; violation of any privacy legislation; breach of intellectual property rights; breach of the Fair Trading Act 1986.
5. You acknowledge that any competitions or promotions that Everything Digital undertake on your behalf are at your own risk and you will obtain legal advice on such competitions or promotions, accordingly you indemnify Everything Digital from any penalties or other loss that Everything Digital suffer as a result of the obligations imposed under the Gambling Act 2003.
6. The Customer agrees that the liability of Everything Digital under this Agreement shall at all times be limited to our fee except in circumstances where Everything Digital has committed a criminal action, acted dishonesty or does not act in good faith with the Customer.

 

Web Hosting

 

1. The minimum term of this service shall be twelve months and shall automatically renew for another twelve month period unless you provide us with at least 30 days’ written notice prior to the expiry of the Term that you wish to cancel the Services.
2. We may, from time to time without notice, suspend the Services or disconnect or deny access to the Services in the event:
   • of any technical failure, modification, or maintenance involved with the Services;
   • that you breach the terms of this Agreement; or
   • that you do or allow to be done anything which in our opinion may have the effect of jeopardising the operation of the Services.
3. If we deem that you are in breach of the terms of this Agreement or you have done anything which may have the effect of jeopardising the operation of the Services then we may continue to suspend the Services until we determine, in our sole discretion, that you are no longer in breach of this Agreement or that the breach has been remedied.
4. Where we are required to carry out planned modifications and/or maintenance to the Services we will provide you with at least 1 days’ written notice of such planned modifications or maintenance and we will endeavor to resume the Services as soon as reasonably practicable.
5. Notwithstanding any period of suspension of the Services under this clause you will remain liable for the total Fee.

 

Web Security + Management

 

1. The web security and management service covers:
   1. Full code + database backups daily at 3am, with the ability to fully revert versions within an hour from request acknowledgement, when required
   2. Web Application Firewall installed and maintained to block malicious users
   3. Brute force login attempts blocked
   4. Known malicious IPs and user agents automatically blocked
   5. All PHP requests processed by Firewall prior to execution
   6. Other common security issues blocked such as SQL injection and XML-RPC attacks
   7. Vital updates for security, functionality and compatibility handled
   8. WordPress, WooCommerce and plugin versions kept up to date with the latest security and compatibility patches to ensure site and customer safety
   9. Regular payment portal updates (if applicable) to avoid hacker attempts at credit card and personal information theft
2. The Advanced Web Security service covers all points included in the web security + management service, and additionally includes:
   1. Managed 2 Factor Authentication
   2. Required 2FA for all admin logins
   3. Adjustable grace periods applied
   4. Account recovery available if required
   5. Administrator Portal IP Restrictions
   6. IP address whitelist added and maintained
3. The website + security management service does not cover:
   1. Any  costs that we might incur on your behalf (e.g. plugin purchase) and those will be on-charged. Any such charges will be confirmed with you in advance.
   2. Content entry
   3. Design or development work
4. If further development work or costs arise as an outcome/findings of the security and maintenance work, we will notify you to inform of any increase in budget.
5. No warranty or guarantee of website security is implied under these terms.

 

Google Ads Management

 

1. Where applicable, you are responsible for ensuring that the credit card for your media spend is valid and available for direct charges from the advertising platform being used, such as Google.
2. You acknowledge the following with respect to the Services:
   1. 1. We will make all reasonable efforts to meet any agreed milestone dates, but you accept that any failure by you to submit required information or materials requested by us may cause subsequent delays in the delivery of services or finished work;
      2. We have no control over the policies of the 3rd party advertising platforms with respect to the type of ads that they accept now or in the future. You accept that your campaign may be excluded from any advertising channel at any time at the sole discretion of the relevant company (such as Google), and we shall not be responsible or liable for any consequences to you. If any relevant policy changes and your ads are disallowed or disapproved at any time, we will inform you, but shall not be responsible or liable for any campaign “down time” which results from such changes or any related loss of any kind you suffer as a result;
      3. Due to the competitiveness of some keywords/phrases, ongoing changes in ad ranking criteria, and other competitive factors, we do not guarantee top positions or full visibility for any ads or keywords.
      4. If for any reason your ads stop serving temporarily (for example, if the primary payment method fails), we are not liable in any way for any exposure/business lost as a result.
      5. Because we use 3rd party campaign management and reporting systems, such as Google Ads, we are not responsible or liable for the availability, functionality, workability or future supply of those systems. We shall not be responsible or liable for any delays, disruption, business interruption, or any other loss that occurs as a result of any failing in such systems;
      6. You warrant to us that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to us for inclusion on the website are owned by you, or that you have received all necessary permissions from the rightful owner(s) to use each of the elements as proposed, and you will hold harmless and indemnify us from any liability arising from the use of such elements by us or you;
      7. We are not responsible or liable for your overwriting of our work to your website (e.g. you/other company uploading over work already provided or loaded);
      8. We are not responsible for changes made to any of the advertising accounts by you or any other third parties outside our control, which adversely affect the performance of your account. No changes should be made to the accounts by you or any other third party without prior discussion with us.