Thanks for your interest in our services – we genuinely look forward to working with you and strive to be fair and transparent in all that we do.
The Standard Terms and Conditions outlined on this page incorporate those implemented by us and those directed by third party Service Partners that we may work with. They represent a clear agreement of what is expected of our customers, and what our customers can expect of us, while using any of our products and services.
Occasionally, we may need to amend or update any aspect of these terms and conditions. When we do, we will update the “updated: date” at the top of this page. Your continued use of said services constitutes your continued acceptance and compliance with any and all of the terms and conditions herein.
Have a question about something here? We are just a phone call or email away to discuss any of your concerns.
Terms Of Service (TOS) & Standard Terms and Conditions ~ Contents
2. Working Together / General Agreement
3. Web Hosting & Acceptable Usage Policy (all products)
4. Domain Names
5. Newsletter / eMarketing Services
6. Website Design Services Agreement
7. Club Purple Maintenance
7.2 Club Purple Marketing
8. Club Purple Time Blocks
9. Third Party Services
– Google Products
– Microsoft Products
10. Software End User Licence Agreement
Purple Dog Design LTD / Purple Dog / PDD / Us / Provider / Our / We = Purple Dog Design Ltd (PDD) of Address for Service; PO Box 323, Oneroa, Auckland 1081, New Zealand, and / or any third party service provider, supplier, agent, employee, director or owners, or official nominated by Us, either working on our behalf, working in association with us, or providing services to You on Our behalf.
Our Web Site = www.purpledogdesign.com and / or any other domain(s) officially associated with, or derivative of this.
Client Area / Client System / Client Portal = Purple Dog Design’s customer service, license management, project management, account management and support tracking system that only registered Purple Dog Design clients may access.
Entity = Any Organisation, Business, Company, Corporate Body, Trust, Partnership or similar that has applied for an account with Us.
Account Owner = The person who has registered (completed and successfully submitted the form) for an account on the PDD website client account registration page – either as an individual or on behalf of an entity – that is responsible for the Account / Service(s) and liable for all charges payable under this Agreement.
Administrator(s) = Any employee other than the Account Owner, that the Account Owner requests to be able to access Your account / services or to perform account actions on Your behalf.
Delegated User = External agency / Third Party User or other person(s) You request to be able to access Your account / services to perform actions on Your behalf.
Additional Users = Any Administrator or Delegated User nominated by the Account Owner to have partial or full access to the account associated to that same Account Owner.
The Client / Client / Customer / You / Your = The Account Owner and / or any Additional Users Administrator(s) and any nominated and approved Delegated User that has access to the Client Account.
Users / End Users = Subscribers, customers, clients, or other persons accessing or making use of any of the Service(s) provided by Us to You.
Terms of Service / Agreement / Contract = The terms and conditions of our relationship, as outlined on this page, or detailed in any supplementary document from Us to You (e.g. a Schedule).
End User License Agreement (EULA) = A written service agreement, in a form provided by PDD, usually as a supplementary document – that specifies the License terms and conditions for the use of any supplied software Provided by Us to You.
Schedule / Service Agreement = A written service agreement, in a form provided by PDD, usually as a supplementary document, invoice or proposal, typically sent via email either as a notification or as an attachment, that provides a breakdown of specific project / service details, such as but not limited to; descriptions, costs, deliverables and other relevant project / service scope details.
Service(s) / The Service(s) = Any and all product(s) and / or service(s) and / or body of work (whether in production, ongoing, complete or incomplete) as outlined in a Service Agreement, Schedule, proposal, or invoice – that is delivered, produced, provided or performed by Us to You, whether directly by PDD or via a Third Party.
Third-Party = Any business, provider, contractor or other entity that is external or independent to Us, on whom We rely or contract for the provision or delivery of any one or more – whether in whole or in part – service, product, programme, software, data, license or other information or IP.
Completion / Term / The Period = The agreed length of time for which this Agreement shall apply.
Pricing / Fee(s) / Charge(s) = The monetary amount(s) (excluding GST unless specified) payable by You to Us.
Intellectual Property Rights / Content / Copyright = Patents, Trade Marks, registered designs, applications of any of the above and / or copyright content with protected rights in any country – such as but not limited to; textual, graphical, photographic imagery, audio or like materials, together with any software, which can be uploaded or downloaded to or from the internet.
Hosting / Web Hosting = The storage of website and other related files, data or information, that will be accessed via the internet.
Data = Information that is or will be accessed or stored.
Customer Data = Your ‘customer information’, billing and support ticket history, and any other management, statistical or operational data related to your account.
Apps / Work / Project Work / Files = Any material including, but not limited to; designs, layouts, software, applications, code, graphics, content, images, or similar – produced or provided / sourced / used / incorporated by Us for You into your project, whether in production or not, whole or incomplete, exclusive or not, third-party or otherwise, Licenced or not.
Cancellation = The closure / cessation or curtailment of any service, product, project or Your entire account, provided by Us to You.
Suspension = The temporary cessation of any service, product, project or Your entire account, provided by Us to You.
Termination = The permanent closure and removal of any any service, product, project or Your entire account, provided by Us to You – including the permanent and irrevocable removal (deletion) of any / all related materials / data / files / folders and any other information held by Us on Your behalf on any of Our servers / shared folders / Our systems.
AUP = Acceptable Usage Policy
TOS = Terms of Services
2. Working Together / General Agreement
The following terms and conditions apply to ALL customers and ALL services, in addition to the Acceptable Usage Policy (AUP), and in addition to any Specific Service Terms (where relevant) as detailed in subsequent sections.
2.1 The Parties To this Agreement
The parties entering into this agreement are:
WHEREAS, The Client is engaging PDD as a “service provider”, for the following purpose: Client seeks to use PDD services for its own purposes as specified in the Schedule;
WHEREAS, PDD in rendering performance under this Agreement, shall be deemed an Independent Contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership.
WHEREAS, PDD provides services either directly or via selective third party suppliers that PDD partners with.
2.2 Account Eligibility / Consent
- In order to provide services to you, you are required to create a Client Account on the PDD Client System.
- When You type your name, email address and click the confirmation “I accept” check box during the account registration/account sign-up process on the PDD web site Client Account registration page, You agree that You are creating an electronic signature which has the same nature and effect as a written signature. You are thus confirming and warrant that as the Account Owner;
- You have read, understood and agree to be bound by these Terms of Service.
- You have the legal right and relevant vested authority to enter into this agreement – whether on Your own, or on behalf of an entity.
- If You are entering into this agreement on behalf of an entity, You declare that You have the legal, right and proper or moral authority to enter into this agreement on behalf of the said entity and You fully understand and agree that You will be accepting personal responsibility for, and will personally guarantee the due performance of the said entity to this agreement.
- You will be fully responsible for and will personally guarantee the due performance to this agreement, any Additional Users (Administrator(s), Delegated User(s)), that you allow or nominate to act on your behalf, whether accessing Your account, communicating with Us, placing orders, or otherwise performing actions or activities relating to Your account / Service(s).
- You / Additional Users nominated by You are at least eighteen (18) years of age or older and are employed directly by Your organisation, or contracted to it.
- That the contact information (name, address, phone number, email etc) given by You is real, correct and complete.
- Providing false or incomplete contact information of any kind is a breach of this agreement and may result in the termination of Your account at any time without notice.
- In some circumstances, we may require the provision of additional information in order to verify Your identity. Failure to provide this additional information may result in Your order / account / services being denied and / or termination of this agreement forthwith.
- We reserve the right to decline any account application, without providing any specific reason.
- You agree to communicate with Us in a courteous and timely manner, provide feedback and do you best to represent Yourself and the entity You are part of fairly, honestly and with integrity!
- You are fully responsible for all usage of Your account and for any actions that take place through it. It is Your responsibility to maintain the confidentiality of Your password and other information related to the security of Your account.
- You must use Your account and Service(s) in the way described in any of the applicable AUP / user guide / specific terms and conditions / and / or any other instructions issued by Us.
- Using or agreeing to use any Service(s) does not give You any rights in any part of the Service(s). You must not resell or otherwise deal in any way with the whole or any part of the Services.
- It is Your responsibility to provide and keep accurate, current, and complete, Your contact information at all times. If there is ever an issue or We need to contact You, we will use the email address / phone number(s) You provided. PDD is not responsible for any lapse in Services or a perceived lack of communication due to outdated or incorrect contact information being associated with Your account. If You need to verify or change Your contact information, please update your account by logging in, or if You need assistance, contact Us.
- If You or Your Entity wishes to nominate a new Account Owner (for example due to personnel change), You must notify Us in writing, providing the full details of the new Account Owner and the departing persons leaving date. Full title and responsibility for Your account shall be passed to the new Account Owner, when We are satisfied they have been approved. We reserve the right to request the incoming person provide Us with detailed personal information and / or We may request them to re-register or to provide confirmation of identity.
- Additional User Access to Your Account. We understand that You may occasionally wish to have help to run / manage Your account. We refer to these as ‘Additional Users’. Due to strict security and privacy policies, each user must first be nominated by the Account Owner, and then Authorised by us before they can take any action on Your account. You (Account Owner) shall remain fully responsible at all times, for all actions and instructions taken on Your account.
- There are two types of Additional Users that you can nominate:
- Additional User #1: “Administrator”: Applies to employees / anyone directly employed in your organisation and on the payroll as a P/T or F/T employee.
- Additional User #2: “Delegated User”: Applies to all non-employees such as external contractors / third party individuals or agencies. You will need to read below to determine which type of Additional User you are wanting to add and then follow the points to add them to Your account. Note:
- Additional User: employee (“Administrator(s)”): This is someone directly employed in your organisation as a P/T or F/T employee.
- You must manually nominate each Administrator of Your business that You would like to be able to have access to Your client account, including any Administrator that needs access to Support Services, Billing, or other. Each Administrator should be added from within the “Users” section of Your client account – or contact Us and ask us to assist you.
- You must ensure that each Administrator:
- has an appropriate Access Authority Level according to their needs – To avoid delays and confusion, the Account Owner may be asked to clarify what “Access Authority Level” the Administrator is allowed (see below for Access Authority Levels).
- is managed effectively by you, including ensuring that you add them / delete them as necessary from within your Client Account > Users section;
- has their own unique login account and not share any login;
- meets Your responsibilities under this Agreement when using Your Account;
- is made aware of these terms and conditions / Your account responsibilities for their access.
- Additional User: Non-employee / external contractor / third party individual or agency (“Delegated Users”):
- You must provide in writing to Us (via support ticket):
- A confirmation that You wish to allow the Delegated User(s) to act on your behalf. You must provide the full name, company name, email address and phone number for each Delegated User You wish to nominate to act on your account.
- We shall engage ONLY with the specific nominated Delegated User(s) on the provided contact email / phone number provided. If the nominated Delegated User(s) changes or their contact information changes, You will need to re-submit another support ticket to notify Us of the changed information and re-authorise access on the new information.
- If You do not supply Access Level information (see below), We shall assume You are giving the Delegated Users Full Account Access, EXCLUDING the ability to close / terminate services, or access certain private / secure information (e.g. payment information) – for which You shall still need to provide written confirmation.
- You must provide in writing to Us (via support ticket):
- In all cases for Additional User(s):
- By requesting access for an Additional User You accept and agree that You will be authorising Us to process instructions or transactions made by the nominated Additional User in accordance with this authority, as transactions or instructions that are undertaken with Your full authority without Us being required to verify Your additional authority in any case;
- Access Authority Level To avoid delays and confusion, the Account Owner should specify what “Access Authority Levels” each Additional User is allowed. If You do not supply Access Authority Levels information, We shall assume You are giving the Additional User Full Account Access, EXCLUDING the ability to close / terminate services, or access certain private / secure information (e.g. payment information), or to place high value orders – all of which You (Account Owner) shall still need to provide written confirmation.
- The Access Authority Levels can be specified individually or as a group when you contact us. They are as follows:
- Informational Only: gives the Additional User the ability to request information only. All action requests must then come from the Account Owner.
- Website Content Access Level – gives the Additional User the ability to request website content changes.
- Website Content & Layout Access Level – ability to request content changes where required, design / layout / functionality / technical changes.
- Domain Low Level Access – ability to request basic domain name and web hosting changes (not critical).
- Domain High Level Access -ability to request advanced domain name or web hosting changes changes (e.g. DNS or critical changes such as nameserver changes, UDAI codes, EPP codes domain transfer etc).
- Account Low Level Access – ability to request basic account level changes such as cancelling or ordering new services up to an agreed value.
- Account High Level Access – ability to request advanced account level changes such as ordering new complex services or cancelling services.
- Full Account Access – ability to request any change on your account including User changes, except the account closure.
- The Additional User, being an proxy of Your account, shall inherit and be bound to the same terms and conditions that apply to Your account and it will be Your responsibility to ensure the Additional User fulfils their obligations accordingly. We reserve the right to terminate communication with any Additional User for any breach of any terms herein – and in such instances, We shall inform You.
- We are not Obligated to accept any application for an Additional User, however we usually accept all reasonable requests, once we are satisfied of the authenticity of the request.
- Following Our approval of Your nominated Additional User, We will provide access / support to Your nominated Additional User solely at our discretion and only in connection with services provided to You, and provided that: (i) such Additional User do not offer any service that competes with any of Our Services (in which case we may elect to provide only limited access / support in order to protect our business), (ii) You shall remain responsible to Us for the compliance of such Additional User within the terms and conditions of this Agreement, and (iii) such Additional User are contractually bound to obligations that reasonably protect Our intellectual property and Confidential Information.
- We will work with Your Additional User as if they are an appointed Authority to Your account, and We shall observe any restrictions You may impose on their Access Level. For Your protection, We reserve the right to decline to execute certain destructive instructions or any instruction We are not entirely satisfied is justified, without additional confirmation from You, the Account Owner.
- Where We receive any request to change any aspect of Your account or service(s) from Your nominated and authorised Additional User, We shall assume that you have prior knowledge of and or / have given your consent to such a request being carried out – and therefore You agree that:
- We shall not be required to check the accuracy of any instructions, request or notification received or sent by the Additional User regarding any action(s) to take on your accounts / services;
- We shall not be held liable or responsible for any loss, damage, error, downtime, problem or interruption of any kind whatsoever, that may be caused – or that may affect any part of your business either directly or indirectly – as a consequence of Our executing any such request(s) from the nominated Additional User;
- That You release Us and any of Our related companies or Agents from all actions, suits, proceedings, claims, costs and demands that may be made, brought or incurred by or against Us or any of Our related companies arising from any unauthorised or incorrect instructions or requests to process transactions on your account(s) carried out in reliance on this authority as instructed by Your Additional User;
- This authorisation shall continue until You notify us in writing via support ticket, that You wish to withdraw the nominated Additional User access or authorisation to make or action requests on your behalf. Note that while We will endeavour to act quickly to curtail any Additional User’s access, their access and this agreement shall continue until cessation is confirmed in writing to You from Us.
- To apply to add an Additional User to your account once you have followed the above, please get in touch.
- There are two types of Additional Users that you can nominate:
- For all Content and / or Information provided to Us by You or your team (for example, but not limited to, ideas, Intellectual Property, images, text, audio, video, documents, files, product details, specifications, software programs, graphics, icons, software code, or part thereof, or any combination of these – hereinafter referred to as “materials”) – as part of any project (whether paid, unpaid, agreed or not), You agree and acknowledge, that unless agreed otherwise in writing:
- It will be Your responsibility to retain any originals / masters or copies for safe keeping;
- To the best of your knowledge, such materials provided are or will be in the public domain and You have the right to share them with Us, or if not, You have been given express permission to share or use them for the specific purpose intended, either because You own them, or have purchased or negotiated an appropriate Rights Release or License Agreement for them;
- Where any Rights Release or License Agreement is in effect, you will be responsible for ensuring:
- the correct usage permissions / license or other Rights Release etc., as may be appropriate, has been agreed or applied for the purpose intended;
- any such agreements will remain active for at least as long as any project is ongoing between Us;
- any specific usage terms and / or restrictions will be communicated to us in writing and;
- that PDD shall not be held liable, or party to, any such Third Party agreement (in accordance to Section 9). Furthermore, You are confirming that We shall have the necessary rights to enable us to reproduce, edit, upload, sell, broadcast, publish, modify, distribute and work on or with such materials as is necessary on your behalf, in order that we may fulfil the duties of the project plan (Schedule) agreed between Us.
- Where there is any doubt about Usage Rights / Ownership or Licensing, you shall advise Us immediately and We shall determine the appropriate course of action.
2.2.6 Our Responsibilities
- We shall communicate with You in a courteous manner and endeavour to provide timely feedback while doing our best to represent ourselves, our services and capabilities fairly, honestly and with integrity.
- We will assist You to understand Your options and get the best from our products and services, including choosing the right plan for your business and paying for these in a convenient and safe manner.
- We shall keep all Customer Data and related information provided by you: secure and confidential and shall not share, disclose, sell or otherwise make available to others (unless required to do otherwise by legal stipulation), and will endeavour to protect it against any and all immoral or unlawful use – to the very best of our abilities.
- Where possible, we will pro-actively assist you with keeping your account and account data secure – however, you must exercise good management at all times and be responsible for all of your logins, using strong passwords that are unique and hard to guess.
2.2.8 Schedule of Service(s)
PDD agrees to provide Services to You, as specified in a Schedule:
- The Schedule shall supersede all former documents, proposals and quotes and / or other written or verbal promises or communications.
- The Schedule will provide some or all of the following details of the project / service(s): name, pricing/fees, description, deliverables, time-frames and any specific terms that may supplement this Agreement.
- If a specific Schedule is not produced for a given service / project, or multiples thereof, or a Schedule omits any information for a specific service or part thereof, then: (i) The most recently produced invoice, quote, proposal or written communication or associated attachment(s) delivered to You by Us, as determined by date, shall be interpreted as the accepted Schedule and shall take precedence; And (ii) In addition, PDD’s Terms of Service stated herein shall apply, unless specifically agreed otherwise in writing.
- From time to time, a Schedule may be amended in writing via email to reflect required changes. Such changes will automatically supersede former agreements for the specified project(s) / Service(s).
- The following shall be interpreted as Your acceptance and confirmation of any Schedule or continued acceptance of any amended Schedule, whether specifically provided or not: Where We receive a related payment from You, a signature, written affirmation, or other notification to proceed; and / or where We are asked or given permission to continue to provide any such Services to You, unless notified otherwise.
2.3. Fees / Recurring Fees / Late Fees / Payments
- All fees, payment amount(s) and any other costs for any Service(s) (hereinafter also referred to as charges) will be as specified in the Schedule, on your invoice or provided in a quote (whether verbal or written).
- By making a payment for any service provided by Us to You, You are indicating that you have read, accepted and agreed to PDDs Standard Terms and Conditions.
- We reserve the right to change, amend or otherwise alter charges (upwards or downwards) without notice or explanation. Though we will endeavour to notify you, your continued payment of these indicates your acceptance of such changes.
- Where necessary, we reserve the right to charge additional fees if we determine we have not sufficiently covered our costs where any job, project or service is determined as having “complex requirements” that require additional expertise or time, or where time required exceeds that which was reasonably allocated or expected to have been allocated. Should this occur, we will inform you prior to billing.
- Payments are payable on or before the ‘due date’ as specified on the invoice, which will be sent to the email address You have provided on your Client Account registration.
- Payments can be made via the methods stated on the invoice.
- Services are usually billed with either an immediate, 3, 7, 14 or 30 day payment term, depending on the Service and as specified on the invoice.
- For Services that are on a subscription basis, re-billing will occur on the anniversary date of the subscription (whether that is monthly, yearly, multi-yearly or other).
- Where applicable (you have consented), PDD may automatically attempt to deduct the payment on, or close to the due date, where this provision is available to you.
- Late Fees: To avoid late fees, please pay Your invoice on or before the payment due date. Any invoice unpaid for 10 days or more past the due date will incur a late payment penalty fee, charged at 5% of the specified total amount owing as indicated on the invoice, with a minimum fee of $10. For each non-payment period of 30 days, additional late fees will be applied at a compounded rate on the total amount owing.
- It is Your responsibility to know when the invoice is due, and to pay it by the due date. Failure to pay your invoice by the due date may result in closure, suspension or termination of the specified Service(s). If You hold multiple services with PDD, this is considered a single account, and We reserve the right to close, suspend or terminate Your entire account due to an overdue invoice.
- If You fail to pay any outstanding debt for 30 days or more past the due date, We reserve the right to hand Your debt to a third party collections agency. Any costs incurred by PDD through the engagement of such debt collection proceedings shall be billable to You.
- PDD shall retain ownership and copyright of all work (complete or incomplete) and any related materials / source files or documents, and any access to these may be withdrawn or restricted until all due payments have been received in full.
2.3.2 Refund Policy
- Any invoices or payments that we consider have been made in duplicate, genuine error or through any kind of automation error will either be refunded back to the original source, or offered as a credit to the account.
- No refunds will be give for: downgrades in mid-cycle, early cancellation(s), account suspensions or termination due to breach of terms, account closure, inactive or cancelled projects.
- To be clear, We do not provide refunds in part or in full where; a) You change Your mind; b) You decide You no longer require the product(s) / service(s) / project(s). c) Your business relocates / fails / closes / ceases trading / changes ownership / changes strategy or similar at any time; d) You fail to provide Us with the necessary information / content or other materials requested, to allow Us to deliver or complete any product(s), service(s) or project(s); If you have any doubts, please contact us to discuss before ordering.
- At our Sole discretion, provided that You are not in breach of any other part of this Agreement:
- We may choose to refund fees paid (less any setup fees, applicable taxes and any reasonable expenses incurred by Us on Your behalf, e.g. time already spent or disbursements etc) – where You purchase and pay for a NEW product or service that You later decide was a mistake or contains any error or where you change your mind, providing You contact Us within 7 days of the order being paid for;
- If we consider the circumstances warrant it, We may, at Our sole discretion provide an account credit instead, for some or all, of the fees paid by You to Us.
- For the sake of clarity, Cancellation means the cessation or closure of one or more service(s) / product(s) and / or project(s) – either prior to an expected or agreed completion date, or during the provision or delivery of any service(s) or project(s) or where specified – the ‘entire account’ – provided by Us to You. [ Side note ] – instead of cancellation, you may request a temporary ‘hold’ / suspension or a downgrade of service (please enquire for details).
- Either party may give the other 7 days written cancellation notice via email and providing the below conditions are met, the cancellation will take effect either at the end of the current billing cycle, at midday on the 7th day subsequent to the notification date, or sooner if all parties agree in writing.
- For security reasons, cancellations must be submitted from within your client account. Failure to do so will result in delays to the cancellation request and you may be liable for additional ongoing fees.
- To cancel from within your client account, login here
- Click “Services” and then click on the “Active” service you wish to cancel.
- Click “Request Cancellation” on the left hand menu and follow the process on screen.
- If you do not have a client account OR you wish to cancel your entire account, you must provide cancellation notice via email support ticket.
- To avoid any confusion or mistake / misunderstanding – Your cancellation request must CLEARLY STATE the name of the specific service(s) or project(s) or “entire account” being cancelled (and We would also appreciate an explanation for our records).
- Your cancellation request must be submitted from the registered email address associated to your Client Account.
- Your cancellation request must be received before the end of the current billing cycle (where relevant). Failure to do so may result in an additional billing cycle, for which You will still be liable.
- When We receive Your cancellation request, We will contact You by reply to acknowledge receipt and for security purposes, We may request you to provide certain information by reply. This is to allow Us to verify that You are an authorised person on the account. We may also request additional or other information to enable Us to process Your cancellation request. You must supply the requested information to Us so that We can complete the cancellation process. If You do not respond, or You are unable to provide the information requested, or We cannot verify that You are an authorised person on the account, We will take no further action and the service(s) / project(s) or entire account, shall continue to remain active and accrue the relevant charges for which You shall continue to remain liable. If You wish to temporarily cancel / suspend any service(s) or project(s) or place on hold for a specified period of time, You must clearly state this when contacting Us and We will advise you accordingly if this is possible and if there are any applicable fees.
- You shall be obligated to pay all / any service or project related fees and charges accrued prior to the effectiveness of the cancellation, including a;; / any time-based charges incurred prior to, during or after the cancellation has occurred.
- You shall continue to be responsible to pay for all fees and charges accrued on your account for all non-cancelled product(s), service(s) or project(s).
- If you decide to cancel any product(s), service(s) or project(s) due to Your dissatisfaction or Your perceived lack of performance of any product(s) / service(s) or Our provision of these, please get in touch with Us, specifying your concerns and allow Us reasonable opportunity to address / remedy (see also 6.9).
- During and subsequent to the cancellation / suspension / closure or termination of any service / project or Your “entire account” – ownership, access and where relevant, copyright – of all and any such work (complete or incomplete) and any related materials; source files, images or documents, programmes, software, access-codes, reports or similar – shall be retained by Us, EXCEPT (i) where full payments for all such work to date, and / or any outstanding fees, plus any reasonable expenses incurred by Us on Your behalf – have been received by Us in full; (ii) provided that you are not in breach of any part of this Agreement; (iii) Where we have elected to vest / release these to You.
- When We have satisfactorily confirmed Your cancellation request, the requested specified service(s) / project(s) or if requested – Your ‘entire account’ – shall be closed and if relevant, shall subsequently be scheduled for permanent termination (see Terminations).
- For security reasons, cancellations must be submitted from within your client account. Failure to do so will result in delays to the cancellation request and you may be liable for additional ongoing fees.
- We reserve the right to cancel any service, product or project or forfeit any payment for any service, product or project – which has remained inactive for a period of Twelve (12) months or more. In such cases, we will communicate directly with you to give fair notice and attempt to agree a reactivation / completion plan.
- Where any service, product or project is being provided at rates that are below or discounted from Our Standard Rates, these shall immediately revert to Standard Rates, at the prevailing rate on the date the cancellation notice is received – and all / any discounts and other special offers shall cease in effect immediately.
2.4.2 Closure, Suspension & Termination
- For the sake of clarity, Closure means access to Your Purple Dog account will be revoked and / or inaccessible and any on-going project work shall cease and all related service notifications (e.g. renewal emails) will cease to be sent because your account will be closed.
- For the sake of clarity, Suspension means some or all of the service(s) We provide to You / or Your entire account, will be temporarily inaccessible / or placed on hold. This means Your website, email and any associated or connected services may not function in whole or in part. In addition, any on-going related project work, where applicable, shall cease.
- For the sake of clarity, Termination means the permanent removal / deletion of one or more service(s), or Your entire account, including, but not limited to:
- the permanent cancellation of all recurring services (e.g. domain, email or web hosting services);
- the permanent removal (deletion) of all / any Client related materials / data from Our server(s) and related systems, with no guarantee of future retrieval or restoration;
- the deletion in whole or in part of the following, where applicable: website user content; project-work files; images; website files; databases; email; historical files; Linked / Shared file or folder repositories (for example, Dropbox, Google Drive or other); and any or all other related files and data connected to your account, whether shared with You previously, currently or not shared at all.
- If you have requested closure, suspension or termination of one or more service(s) or Your entire account;
- We will communicate with you to establish dates of action and advise next steps.
- You are responsible for ensuring you have all necessary data copies, backups and materials / files etc prior to termination.
- We reserve the right to close, suspend – or where necessary, to terminate – any service or Your entire account, in the following circumstances;
- Your account is no-longer in ‘good-standing’: e.g. is in financial deficit, has been on hold, cancelled, postponed or other for 7 days or more without satisfactory explanation;
- In the event that You become un-contactable, un-reachable or un-responsive to Our reasonable efforts to contact/communicate with You for 14 days or more;
- Where Your conduct may harm or severely inconvenience PDD or others, or cause PDD or others to incur liability, as determined by PDD in Our sole discretion;
- In certain circumstances specified elsewhere in this Agreement.
- WARNING: Any data / materials held by Us relating to any service(s) / project(s) we supply to You – where it has been scheduled for termination – shall be irrevocably deleted from our systems, including any shared folders etc. It is Your responsibility to ensure You have made adequate copy / download or backup of all and any such materials / data held by Us for You (e.g. work / service / project related files, images, folders, and or any related data, databases, email, historical files, reports or other etc) prior to the closure, suspension or termination of Your account. We shall not be held liable under any circumstances, for any loss of any data whatsoever, following the termination of Your account.
- We will securely retain your Customer Data and associated information, billing and support ticket history, and other related statistical or operational data as we see fit. We may choose to delete these at any time, in whole or in part – following your account termination.
- We reserve the right to charge a re-establishment or re-connection fee for any time spent communicating with you following the suspension or termination of your account / service / project.
- This Agreement shall end following the completion / delivery / final provision of any Service(s) / Project(s) or as stated in the Schedule, for example, on the stated completion / fulfilment date, or when both parties agree that the Service(s) has/have been fulfilled (see “Handover”), EXCEPT where;
- You subscribe to any recurring service(s), in which case, all relevant Terms of Service and this agreement shall continue until the stated expiration date, or indefinitely if you continue to renew the said service(s).
- No fixed date has been provided and the service(s) is/are still in use by You, in which case, all relevant Terms of Service and this agreement shall continue in perpetuity until otherwise notified.
- You request changes, amendments or additions to the original Schedule and / or service(s) that We have accepted in writing via email and where;
- You have agreed to any new or additional terms / completion dates and / or fees stipulated by Us for the said requested changes and;
- We have agreed in writing, to perform any such changes.
- Either party decides to cancel, postpone or end this agreement prematurely, prior to completion, in which case, this agreement shall end upon the wrap up / closure of the provided services, unless there is any dispute.
- You are in breach of any part of this Agreement or where Your account has been suspended or terminated.
2.6 Handover, Ownership, IP & Licensing
(See also section 6 for website Handover and Ownership).
On completion of any provided Service or Project, ownership, title and responsibility for all related IP, files, materials & associated media, produced by Us for You, shall be vested to You (Handover), EXCEPT where;
- Any such included Service, work, material, software, Intellectual Property, product, application (hereby referred to as “apps”), or part thereof, contains, is derived from, is owned, registered or belongs to Purple Dog Design Ltd, and / or any third-party and / or is governed by any separate license agreement, EULA (see section 10) or other End User Agreement (e.g. WordPress or a Proprietary Software License). In such cases, You shall continue to abide by all such agreements and inherit responsibility for any such license(s) and Your continued use of such “apps” indicates Your full agreement to abide by any applicable usage, copyright or specific license terms & conditions that may apply. Further, You agree that PDD shall not be held liable, or party to, any such agreements or conditions, except where we are the explicit owner or Licensor for any such app or software;
- Any work / app produced by Us for You is provided on a ‘non-exclusive’ basis – whereas we “rent”, “lease” or otherwise provide ongoing service or recurring “maintenance” as stated in any EULA, Schedule or as listed per your account services.
- You are in breach of another part of this Agreement, or any fees are outstanding from You to Us, in which case, Handover is suspended and ownership shall remain vested with Us until such time that all outstanding fees or terms under this agreement have been satisfied in full;
- We have agreed in writing with you, to a different arrangement as per Your request or requirements.
2.7 Limitation of Liability
- Whilst We provide ‘best endeavours’ to ensure a trouble-free experience, We are not able to guarantee error-free Services. The service(s) and the work(s) produced by PDD for You are provided on an “as is” basis. You must ensure that You are fully satisfied with any provided Service(s) prior to handover.
- PDD will perform all work called for by this Agreement to the best of Our abilities, in compliance with all applicable laws and You shall provide PDD with the assistance, information (content) and authority (passwords etc) necessary to perform Our obligations under this Agreement, however, PDD shall not be liable or responsible for;
- Security, protection or privacy of electronic mail or other data / information transferred through the Internet or any other third-party provider You may utilise;
- Any unauthorised, improper or illegal content or usage of such content, material or information either transferred, transmitted, or uploaded by You on any service(s);
- Satisfying any third-party terms of service external to PDD that you may be subscribed to.
- PDD shall not be liable to You, under any circumstances, whether in contract or otherwise, for any costs, losses, expenses and/or damages whether direct or indirect, incurred by You as a result of;
- Your failure in whole or in part to comply with (i) any of these terms and conditions; (ii) any relevant laws; (iii) any specific third party provider terms and conditions for any non PDD services you are subscribed to;
- Our failure to fulfil Our commitments under this Agreement in circumstances where the failure is due in whole or in part to any cause or event outside the reasonable control of PDD. Such circumstances comprise, but are not confined to, ‘Acts of God’, war/riot/sabotage/death/serious illness/deficiency in the power/Internet or telecommunications systems or similar;
- Any claim made by any third party brought against You.
- In all circumstances, the maximum liability of PDD to You for damages for any and all causes whatsoever, and Your maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited in total to the amount equal to the original fees paid by You to PDD. In no event shall PDD be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Us, even if We have been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
- You agree to indemnify, save and hold harmless PDD, to the fullest extent permitted by law, against all costs, losses, damages, expenses, demands, action (including all legal costs and expenses on a solicitor/own client basis and Taxes), and other liability sustained or incurred by PDD, and against any claims made or proceedings brought against PDD, as a result of:
- A breach of this agreement or any specific service terms or any software license by You, or any of Your employees, agents, contractors, customers, clients, or any other person for whom You are responsible;
- Any security breach, attack or error caused or made by You or Your employees, agents, contractors, customers, clients, or any other person for whom Your are responsible;
- Any other act or omission by You, or by any of Your employees, agents, contractors, customers or clients, or any other person for whom You are responsible, including any breach or violation of any law.
- You agree to indemnify, save and hold harmless PDD, to the fullest extent permitted by law, from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action brought by any third party against You or Us arising out of any breach of Your responsibilities or obligations, representations or warranties under this Agreement or any related third party agreement that you are party to.
- You agree to pay to PDD upon demand, the amount (including all legal costs and expenses on a solicitor/own client basis) which PDD certifies as being required to compensate PDD for any such cost, loss, expense or liability it has incurred.
2.7.4 Force Majeure
We shall not be responsible for failure to fulfil Our commitments in this agreement if such failure is due to any circumstances outside of Our reasonable control. Such circumstances comprise, but are not confined to, ‘Acts of God’, war/riot/sabotage/death/serious illness/deficiency in the power/Internet or telecommunications systems or similar.
- We may assign or transfer Our rights and responsibilities or subcontract the performance of any of Our responsibilities under this agreement to anyone else.
- You may NOT assign or transfer any of Your rights or responsibilities under this agreement to anyone else without prior written consent from Us.
2.8 Abuse Towards Staff
Abusive behaviour, such as bullying, swearing, threats, harassment and / or defamation in any manner towards any member of Our staff, or official representatives of PDD, is completely unacceptable and will not be tolerated. Such behaviour will result in the immediate suspension or, at our sole discretion, termination of Your account, without refund. We may also opt to cease direct communications.
2.8.2 Mediation and Arbitration
Our aim is Your satisfaction and where possible, We would like to avoid any dispute with You. Our preferred method of dispute resolution is through open communication with you in an effort to maintain good-will and friendly relations. Where We are unable to reach an amicable settlement with You, We reserve the right to appoint an independent Mediator (neutral third-party) of Our choosing. Where We do so, You agree to participate in confidential Mediation in an genuine attempt to resolve any such dispute. Mediators do not issue orders, find fault, or make determinations, but help to achieve settlement by assisting with communications, obtaining relevant information, and developing impartial options. Mediation is usually at minimal cost and any such cost shall be split equally between You and Us. Should Mediation fail to provide a satisfactory resolution, or should You choose not to enter Mediation, any disputes in excess of $1,000 (or the maximum limit for small claims court) shall be submitted to an independent Arbitrator of Our choosing. The Arbitrator’s decision shall be final, and judgement may be entered in any court having jurisdiction in New Zealand. The Client shall pay all Arbitration and court costs, reasonable legal fees and legal interest, on any award or judgement in favour of PDD.
2.9 General Agreement and Variation of Agreement
- Upon registering for a Client Account, You shall be deemed to have read this Agreement and agree to be bound by this Agreement.
- In addition to any associated Schedule, EULA, or any specific service terms (as stated in the following sections), this Agreement constitutes the sole and entire Agreement between the parties and supersedes all former proposals or prior Agreements, oral or written, and all other communications between the parties relating to the subject matter of this Agreement, unless specified.
- We may amend the Terms of Service at any time. This will vary our Agreement with You. When we do this, we will change the “Updated Date” above. We will interpret Your ongoing use of our Services after that date as constituting Your acceptance of any such amendments. If You do not agree to the amendments, You may notify us by email requesting termination of the Agreement.
- No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
- Unless we otherwise agree in writing, these terms and conditions contain all the terms of our relationship for the services specified and continue to apply no matter where you are located at the time any of the services are provided or where you reside. This will be the case until this Agreement is cancelled or terminated. To the extent legally permitted:
- All our services are provided under New Zealand law;
- Any claim or dispute arising out of or in connection with this agreement must be instituted within 30 days from the date the relevant service was supplied to you;
- Where You supply incorrect information and we incur cost in any matter concerning that claim, then we may recover the costs incurred by Us from You.
- We reserve the right to modify, enhance and / or withdraw any Service at any time. In the event of such a change, we will notify You, if you are actively subscribed to any such service affected by a change.
- Unless inconsistent with the context, words signifying any one gender includes the others, words signifying the singular includes the plural and vice versa and words signifying natural persons includes artificial persons and vice versa.
- Should any provision of this agreement be judged by an appropriate court of law as invalid, it shall not affect any of the remaining provisions whatsoever.
Specific Service Terms
In addition to the Terms and Conditions detailed herein, some or all of the following terms may also apply, depending on the specific products/services You have contracted Us to provide to You.
3. Website Hosting & Acceptable Usage Policy (AUP)
Note: AUP applies to All services including website hosting
The following agreement is between PDD and You. In addition to third party transactions entered into by You or on Your behalf, You also agree to be bound by the terms of this Agreement. This agreement may be enforced in association with other PDD Policies and Terms of Service.
WHEREAS, PDD provides web site hosting services on its servers, (or on servers provided by 3rd party suppliers), offering storage and transfer of documents and other information over the Internet;
WHEREAS, Client seeks to use these services for its own purposes;
WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, PDD can make no guarantee that any given party shall be able to access the server made available by PDD at any given time. PDD represents that it shall make every good faith effort to ensure that the server is available as widely as possible and with as little service interruption as possible;
In consideration of the mutual promises contained herein, the parties agree as follows;
This document is intended to provide a basic understanding of and enforcement of PDD’s Acceptable Use Policy (AUP) as stated below.
While PDD is firmly committed to the principles of free speech, certain activities that may be damaging to the either or PDD and or other users, cannot be permitted. The resources of PDD and the Internet are limited, and abuse of these resources by one user has a negative impact on the entire community.
Therefore, our AUP aims to:
- Ensure reliable service to all of our customers
- Ensure security / privacy of our systems and network, as well as the networks and systems of others
- Comply with existing laws
- Maintain our reputation as a responsible service provider
- Encourage responsible use of the Internet and discourage activities which reduce the usability and value of Internet services
- Preserve the value of Internet resources as a conduit for free expression and exchange of information
- Preserve the privacy and security of individual users
We do not routinely monitor the activity of accounts except for measurements of system utilization / performance and the preparation of billing records or where you have requested us to do so (e.g. to provide technical support). However, in our efforts to promote good citizenship within the Internet community and to comply with laws, we reserve the right to monitor any activity at any time and we will respond appropriately if we become aware of inappropriate use of our service(s).
You may not use Your site to publish material, which PDD determines to be unlawful, indecent or objectionable. For clarification, “material” refers to all forms of communications including narrative descriptions, graphics (including photographs, illustrations, images, drawings, logos), text, speech, executable programs, video or audio recordings and / or live streams.
Warning: If we discover that Your account is being used to violate these AUP or other Terms of Service, we reserve the right to suspend Your account, or where we deem it necessary, to terminate Your service immediately, without notice. To report any suspected abuse, please use our contact form here
We prefer to advise customers of inappropriate behaviour and any necessary corrective action, however, flagrant violations will result in immediate termination of service. Our failure to enforce this policy, for whatever reason, shall not be construed as a waiver of our right to do so at any time.
3.3 Acceptable Usage Policy (AUP)
The following constitute violations of Our AUP and will be dealt with appropriately; To report any suspected abuse, please use our contact form here
3.3.1 Illegal use: PDD’s services may not be used for illegal purposes, or in support of illegal activities. PDD reserves the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing.
3.3.2 Harm to minors: Use of PDD’s services to harm, or attempt to harm, minors in any way, including, but not limited to child abuse.
3.3.21 Threats: Use of PDD’s services to transmit any material (by e-mail, uploading, posting or otherwise) that threatens or encourages harm or destruction to persons or property.
3.3.3 Harassment: Use of PDD’s services to transmit any material (by e-mail, uploading, posting or otherwise) that harasses another.
3.3.31 Fraudulent activity: Use of PDD’s services to make fraudulent offers to sell or buy products, items, or services or to advance any type of financial scam such as (but not limited to) “pyramid schemes”, “ponzi schemes”, “chain letters,” “Phishing”, “inducement”, or any other type of scam.
3.3.4 Forgery or impersonation: Adding, removing or modifying identifying network header information in an effort to deceive or mislead is prohibited. Attempting to impersonate any person by using forged headers or other identifying information is prohibited. The use of anonymous remailers or nicknames does not constitute impersonation.
3.3.5 Unsolicited commercial e-mail / Unsolicited bulk e-mail (SPAM): Use of PDD’s services to transmit any unsolicited commercial or unsolicited bulk e-mail is expressly prohibited. Violations of this type will result in the immediate termination of the offending PDD account. Such messages may only be sent to those who have explicitly requested it (i.e. they have subscribed to Your mailing list or have bought something from You, or made an enquiry to Your business via email in the last 2 years). If in doubt please seek our advice.
3.3.6 E-mail / News Bombing: Malicious intent to impede another person’s use of electronic mail services or news will result in the immediate termination of the offending PDD account.
3.3.7 E-mail / Message Forging: Forging any message header, in part or whole, of any electronic transmission, originating or passing through the PDD’s service is in violation of this AUP.
3.3.8 Usenet SPAMing: PDD has a zero tolerance policy for the use of its network for the posting of messages or commercial advertisements, which violate the rules, regulations, FAQ or charter of any newsgroups or mailing list. Commercial messages that are appropriate under the rules of a newsgroup or mailing list or that are solicited by the recipients are permitted.
3.3.9 Unauthorised access: Use of the PDD’s service to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of PDD’s or another entity’s computer software or hardware, electronic communications system, or telecommunications system, whether or not the intrusion results in the corruption or loss of data, is expressly prohibited and the offending PDD account is subject to immediate termination.
3.3.10 Copyright, Intellectual Property or Trademark Infringement: Use of the PDD’s service to transmit any material (by e-mail, uploading, posting or otherwise) that infringes any copyright, intellectual property, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorised copying of copyrighted material / software, the digitisation and distribution of photographs from magazines, books, or other copyrighted sources.
3.3.11 Torrents: Hosting any kind of torrent service(s) is prohibited.
3.3.12 Collection of personal data: Use of the PDD’s service to collect, or attempt to collect, personal information about third parties without their knowledge or consent is expressly prohibited and the offending PDD account is subject to immediate termination.
3.3.13 Network disruptions and unfriendly activity: Use of the PDD’s service for any activity which affects the ability of other people or systems to use PDD’s Services or the Internet. This includes “denial of service” (DOS) attacks against another network host or individual user.
Interference with or disruption of other network users, services or equipment is prohibited. It is the Member’s responsibility to ensure that their network is configured in a secure manner. A Subscriber may not, through action or inaction, allow others to use their network for illegal or inappropriate actions.
A Subscriber may not permit their network, through action or inaction, to be configured in such a way that gives a third party the capability to use their network in an illegal or inappropriate manner.
Unauthorised entry and/or use of another company and/or individual’s computer system will result in immediate account termination.
PDD will not tolerate any subscriber attempting to access the accounts of others, or penetrate security measures of other systems, whether or not the intrusion results in corruption or loss of data.
3.3.14 System Resources: Any site on a shared hosting server found to be utilising in excess of 10% of the system resources at any given time may be suspended until we have had a chance to speak with you. If your site is experiencing a sudden surge of traffic, this is likely to put the server under heavy load and may prevent other users from accessing server resources. In this case, we will advise you that an upgrade to a dedicated instance may be necessary.
3.3.14b Storage Resources: Shared web hosting accounts are not to be used for data storage purposes – there are many other better options for this. We reserve the right to terminate such accounts if we see fit.
3.3.15 Fraud: Involves a knowing misrepresentation or misleading statement, writing or activity made with the intent that the person receiving it will act upon it. Offending accounts may be subject to immediate termination.
3.3.16 Infringement of Copyright, Patent, Trademark, Trade Secret, or Intellectual Property Right: Distribution and/or posting of copyrighted or the aforementioned infringements will not be tolerated.
3.3.17 Distribution of Viruses: Intentional distributions of software that attempts to and/or causes damage, harassment, or annoyance to persons, data, and/or computer systems are prohibited. Such an offence will result in the immediate termination of the offending account.
3.3.18 Inappropriate Use of Software: Use of software or any device that would facilitate a continued connection, i.e. pinging, while using PDD’s services could result in suspension of services.
3.3.19 Third Party Accountability: You are responsible and accountable for any activity by any of your staff/team/employees / third parties, using Your account, that violate any of the Acceptable Use Policies.
3.3.20 Violation of PDD’s Services: It is absolutely forbidden to host illegal pornographic content whereas the subjects are under the age of majority, or IRC related services. Accounts found hosting this material will be subject to immediate termination without refund and the appropriate authorities will be informed.
3.3.21 IRC networks: IRC in any form is strictly prohibited on our network, unless otherwise stated.
3.3.22 Game Servers: At this time we do not allow game server hosting on our network. However, we can assist you with dedicated instances elsewhere.
To protect all customers, we operate a high level of security and therefore we reserve the right to deny or limit access to any or all server(s) and / or webhosting file(s) and / or function(s). There is no ‘automatic right’ of access to any server or hosting environment account. However, if access is requested, we may, at our discretion where we determine it necessary and safe to do so, grant specific and / or limited / temporary access. Such access may be revoked at any time without notice.
If you purchase a server with ROOT access, you shall be responsible entirely for that server.
You are responsible for any abuse/misuse of Your account, even if the inappropriate activity was committed by Your client, a subscriber on your site, friend, family member, guest, employee or other.
Therefore, You must take steps to ensure that others do not gain unauthorised access to Your account. In addition, You may not use Your account to breach security of another account or attempt to gain unauthorised access to another network or server.
You may not attempt to circumvent user authentication or security of any host, network or account. This includes, but is not limited to, accessing data not intended for You, logging into or making use of a server or account You are not expressly authorised to access, or probing the security of other networks.
Use or distribution of tools designed for compromising security is prohibited. Examples of these tools include, but are not limited to, password guessing programs, cracking tools or network probing tools.
You may not attempt to interfere with any service to any user, host or network (“denial of service attacks”). This includes, but is not limited to, “flooding” of networks, deliberate attempts to Overload a service, and attempts to “crash” a host.
Users who violate systems or network security may incur criminal or civil liability. PDD will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations.
3.5 Network Performance
You are prohibited from excessive consumption of resources, including CPU time, memory, disk space and session time. You may not use resource-intensive programs which negatively impact other customers or the performances of PDD’s systems or networks. PDD reserves the right to terminate or limit such activities.
We work hard to provide reliability, however, We are not able to guarantee an infallible service. If the network or the server We provide to You for Your use experiences downtime, We will do our utmost to keep You informed and to restore services as quickly as possible. You may be able to receive a pro-rated credit – applicable on a per-service-item basis (not applied to Your entire invoice) – of up to or equal to one month of web-hosting service fees where Downtime occurs during normal operation, EXCEPT where Downtime occurs:
- During planned or emergency maintenance.
- Due to; server, software, or configuration updates being applied;
- As a result of any DDOS or denial of service attack against You or the server where You are hosted;
- Where Your account has been closed, suspended or terminated;
- Where the outage occurs in a manner that is outside of our control (e.g. act of god, war etc);
- Any other non-network or non-server outage, for any reason and whether or not such outage is caused by Us due to upgrading, troubleshooting or performing any other tasks.
Approval of the credit is at the discretion of PDD and dependant upon justification provided by You. The uptime of a server is defined as the reported uptime by the server’s operating system. To request a credit, please submit a request by email. Credits are as follows: 1 ~ 4 hours = 10% credit; 5 ~ 10 hours = 25% credit; 10 ~ 24 hrs = 50% credit; more than 24hrs = 100% credit.
In the event of a breach of PDD’s AUP by abuse or non-payment, You may, at PDD’s discretion, be required to pay a reconnection fee.
3.12 Data Integrity
You use our services at Your own risk. While we do undertake to ensure a stable network and to perform regular data backups and undertake our duties with due care and “best endeavours”, We shall not be responsible for files and/or data residing on Your account. You agree to take full responsibility for all files and data transferred and, excepting for the points mentioned in section 9, to maintain all / any appropriate backups of files and data used in connection with any of our services.
3.14 Fair Usage Policy
All services are subject to our Fair Use Policy – which is designed to ensure a smooth and reliable service for all customers. This policy works well for 99.9% of our customers and we are happy to provide unlimited data transfer and unlimited memory usage except where;
- Your website exceeds burst (or ongoing) data transit of greater than 5Mb/sec for more than 30 seconds;
- Your website uses 10% or more of the server resources;
- Email mail boxes associated with your account exceed more than 300,000 aggregate messages;
- Your account otherwise negatively impacts upon or degrades our network performance for other users.
In this instance, the account will be subject to review, and service delivery will be temporarily “slowed-down” to protect other users from your over-usage.
In severe cases, we will suspend your account – until we can speak with you to resolve the matter. We will contact you to discuss the situation and to recommend the best solution to suit your situation, for example methods to fix over-usage or alternate services that may be better suited to your needs.
To protect all customers, there are some bandwidth-high activities that are permanently forbidden under our Fair Use policy;
- Use of your hosting space as a virtual disk, or in other words, as a space for files that are not elements of your website such as storage of file achieves, backups, documents, log files etc.
- Hosting of Web Portals and / or subscription based services, without our explicit endorsement.
- Illegal contents including, but not limited to pornographic material, pirated software/music/films/applications or other media stored in any file format or extension.
- Providing an FTP Service / File Sharing service or Video Streaming without our explicit endorsement.
- Use of your hosting as a “mirror” for other websites without our explicit endorsement.
- Sharing of your account with unauthorised persons (those not party to your account).
In the event that we become aware of any such activities, your account may be immediately suspended until we have been able to resolve the matter with you.
4. Domain Name Terms and Conditions
In addition to the Terms and Conditions detailed herein, some or all of the following terms may also apply, depending on the specific products/services You have contracted Us to provide to You.
- The “customer” is referred to as the “Name Holder”. This is a person or party who wishes to obtain a domain name.
- PDD’s role is that of an agent acting for You at the Registrar who in turn act for You at the Registry.
- By accepting these Terms and Conditions, You also accept the Terms and Conditions of Our third party suppliers in their role as Registrar.
4.2 Domain Terms of Agreement
You must establish at law Your rights to own and use any domain name. In particular You must satisfy yourself that no trademark or other intellectual property rights of third parties will be infringed. When a domain name in the Generic Top Level Domain (gTLD) domain name space is registered to You, or in your name as directed by You, You agree:
a) That the following information becomes available to any member of the public:
- your name;
- your contact details;
- and the domain name, its commencement and expiry dates and address/details of the nameservers for it
- our name / association to your domain registration or nameservers
b) The domain name is registered in your name only because no other person has it according to the records of the register; and
c) Neither we nor anybody else is representing anything else to anybody regarding the domain name. The entry of a domain name in the “who is” database shall not be taken as evidence of anything other than such registration; and
d) That you protect and fully indemnify us and everybody we have a business relationship with to provide services to you, from any claim arising out of the domain name being registered in your name or as you direct.
e) That the domain name you register through us shall ONLY be used for lawful purpose. Where unlawful activity is discovered on any such registered domain name, we reserve the right to cancel it immediately and or refer such activity to the recognised authorities for further action.
4.3 Domain Payments
- As consideration for PDD’s domain name registration, administration, and renewal services, you agree to pay PDD, upon submission of your domain name application, renewal application, or registrar transfer application to PDD, the then-current fees set forth in the PDD price schedule (available on our website) for such services.
- Your domain name application, renewal application, or registrar transfer request may not be submitted to the applicable registry unless we receive actual payment of the registration, renewal, or transfer fee.
- Once payment has been received, PDD will apply for and maintain your domain name for you. You must pay to PDD the annual renewal fee. Payments can be accepted by bank transfer, and Visa, MasterCard or American Express credit card.
- All fees must be paid on time and in advance to PDD, otherwise, this may result in your domain name and services associated with it being suspended, removed from the Internet and/or PDD ceasing to provide its services to you.
- All fees are non-refundable (except for our inability to register your domain as specified in 4.4 below), in whole or in part, even if your domain name registration is suspended, cancelled or transferred prior to the end of your then current registration term.
- In the event of a charge back by a credit card company (or similar action by another payment provider allowed by us) or other non-payment by you in connection with your payment of the registration, renewal, or registrar transfer fee, you acknowledge and agree that the registration shall be transferred to PDD as the entity that has paid the registration, renewal or transfer fee for that registration to the registry and that we reserve all rights regarding such domain name including, without limitation, the right to make the domain name available to other parties for purchase. We will reinstate any such registration solely at our discretion and subject to our receipt of the applicable registration, renewal of transfer fee and our then current reinstatement fee, currently set at $300.00 NZD.
- PDD reserves the right to change fees, surcharges, renewal fees or to institute new fees at any time, for any reason, at its sole discretion.
4.4 Domain Name Application & Registration
- PDD cannot guarantee that due to circumstances beyond our control, your requested domain name will be assigned to you.
- In the event that your domain name registration is not processed successfully, we may refund your Credit Card / bank account for all fees charged – or apply a credit to your account, as preferred by you.
- When you register a domain with us, the Registrant or Registered Customer Contact Information (Name Holder) details used shall be that of the person or entity whose details we have on record in the associated Client Account.
- We will attempt to register the domain on your behalf and enter your chosen name / entity name as the registered Name Holder. Unless otherwise requested by you, we may choose to register your address and contact details we have on record for you, or elect to register our PO Box address and phone details for the Name Holder.
- Unless otherwise requested by you, we may enter your name, email address and PO Box address for the technical and billing contacts – or we may elect to use our details in these fields, so that we can fulfil a comprehensive service to you.
- When the new domain name has been registered successfully on your behalf, You will receive a confirmation email to that effect. Please note that new domain names may not instantly be available for use on the internet as typically DNS server propagation times can vary between 24 – 48 hours or more.
- Once a new domain name has been registered on your behalf, it cannot be cancelled and no refunds will be given, even if registered in error or the domain is misspelt. Please choose carefully.
- If we are unable to register / transfer / renew your requested domain name, we will notify you by email, providing the reason where possible and offering alternatives if available.
4.5 Domain Renewals & Cancellations
- The Name Holder contact for a domain name will be notified before a renewal fee is due. Therefore it is vitally important that your email contact details to be kept up to date. Not receiving an email notification will not be grounds for reinstatement of a lapsed domain. Correct contact information is your responsibility.
- PDD will not be liable for any failure to renew a domain name where you have not maintained your correct contact details at PDD.
- Towards the end of the domain name term, PDD will notify you of the renewal date and will attempt to renew it for you on your behalf, if you have instructed us to do so. If you do not wish for us to renew your domain name, you must give us 14 days notice in writing. PDD does not guarantee that it will automatically renew any domain name, therefore it is important that you stay in communication with us, when your domain name is up for renewal.
- When the any domain name has been renewed successfully on your behalf, You should receive a confirmation email to that effect. You can always check the domain status by performing a WHOIS lookup.
- Failure to renew your domain name(s) will result in the domain name(s) being cancelled. This will cause any email and / or associated website hosting services to cease operating.
- Cancelled domain names will be transferred to a holding pool for a period of 14 days (2 weeks). During this 14 day period the current Name Holder can reactivate the name by paying any outstanding Renewal fees plus a reconnection fee. If reactivation by the current Name Holder does not occur within this 14 day cancellation period, You agree that your Name Holder rights shall cease and full title will transfer to PDD who may choose to continue using the domain name by re-registering it under its own name, on-sell it at auction to another interested party, or return it to the pool of available names for public registration.
4.6 Domain Transfers In
- When you wish to Transfer a domain to PDD, you must supply the UDAI / EPP or passcode which can be requested from your existing Registrar. A domain name cannot be Transferred In without this.
- You must also ensure that the domain is “unlocked” at the existing Registrar. We cannot be responsible for failed Transfers where the domain status is locked.
- Some domain names are free to Transfer In, while others must be renewed for one year (2 years for .com.au domains) during the transfer process. Any existing time on the domain shall be added on to the renewal period.
- When transferring a domain from another provider to PDD, you may receive additional email confirmation requests that require your attention. Please ensure to check carefully what (if any) actions are required.
- During the Transfer, we will endeavour to retain all of the existing domain contact details, or to apply any missing details with those populated from your Client Account. You may also have the opportunity to update these domain contact details, however, the Name Holder (Registrant) information cannot be changed without a formal application process, which can take up to 14 days. Please enquire if you wish to change the Name Holder information.
- Unless otherwise requested, we will populate the Technical contact details with those of PDD so that we may provide a full service.
- DNS settings for a domain will be retained, wherever possible, to avoid any interruption in service. However, PDD cannot guarantee that DNS settings won’t get altered. In some circumstances DNS settings can get altered outside of our control during the Transfer process, so it is important to ensure precautions are taken (for example, keeping a backup copy of the domain DNS settings so they can be restored if necessary).
- Domain Transfers can take up to 7 – 10 working days to complete. We do not recommend altering any of the DNS settings on the domain prior to transferring it, or during the transfer – as this can create technical issues and may lead to downtime for any connected service(s) on your domain. Any required DNS changes should be made once the domain has fully Transferred In successfully, or at least 7 days in advance of a transfer.
- The Name Holder contact for the domain name will be notified when the domain has been successfully transferred In. In some circumstances, a new UDAI / EPP / Passcode will be issued the the Registrant email address.
- If a Transfer failure occurs, we will notify you and provide an opportunity for you to try again. All re-try attempts should be made within 30 days.
4.7 Domain Transfers Away
- If you wish to transfer a domain away from Us, we won’t try to stop you, but we will be sorry to see you go! We would appreciate the opportunity to discuss why you are moving – and if something has gone wrong – how we can fix it. Please provide an explanation so that we can understand where / how we can improve our service(s).
- To move your domain, you will need the domain UDAI / EPP or Passcode. This can be requested by self service from within your Client Account under the Domains section. See the knowledgebase for more information.
- Alternatively, you can send an email to [email protected] requesting the UDAI / EPP / Passcode. The email request must be submitted from the registered, verified PDD Client Account Primary Contact email address (the account owner). The email request must specifically state exactly what is required and for which domain name, so there is no misunderstanding. We would also appreciate an explanation. Please note that during busy periods, this method is least preferable as we may incur delays. You should expect a reply within 3 ~ 7 working days.
- Due to external policies around domains, please note the following:
- We do not always have visibility of the domain UDAI / EPP or Passcode.
- The domain UDAI / EPP or Passcode can ONLY be sent to the Registrant Name Holder’s email address that is on record for that domain.
- If the Registrant Name Holder’s email address on record is no longer active, is inaccessible, or is incorrect, you will need to make a formal request to have it changed. This can be a lengthy process that can take 7 ~ 10 working days and may require additional security information to be supplied. To avoid this, it is your responsibility to ensure your domain details are accurate and kept up to date.
- Domain names must be over 7 days old (Not in 7 day grace period) before they can be transferred away.
- If a domain name is due for renewal within 14 days, you will be required to renew your domain name prior to moving it and this can incur a delay of 3 ~ 5 working days.
- For transfers of non .nz domain names e.g .com etc. the domain name must be over 60 days old (Not in 60 day grace period).
- At the discretion of PDD, for any domain change request or request of UDAI / EPP / Passcode, especially – but not limited to – where a Client Account information is not fully completed, is out of date or is illegible in any way, or where an account has not been “verified”, or where we suspect any kind of questionable activity – we reserve the right to request additional confirmation or identification / verification, for security purposes – and in which case such requests can take 2 ~ 5 working days.
4.8 Your Domain Obligations
You must notify us immediately your contact details change so that we may update them on your behalf. PDD will not be responsible in any way for any losses, damages, costs or other expenses incurred by you, as a result of your failure to comply with this clause.
Unless otherwise agreed in writing, you are responsible for maintaining the DNS or nameservers of the domain and ensuring that the domain is correctly “pointing” to your chosen destination.
4.9 Domain Limit of Liability
We exclude all liability We may have to You for any claim. This exclusion also applies for the;
(a) The Registry and any other entity we are in any business relationship with;
(b) Every officer, employee, contractor, agent of us;
(c) Anyone else we use to perform our duties under any agreement you have with us.
None of the persons specified above is liable or has to pay You for anything else in connection with or resulting from anything any of Us does or does not do, or delays in doing, whether or not it is contemplated or authorised by any agreement you have with Us. This exclusion applies whatever you are claiming for and in whatever way liability might arise.
5. Newsletter / Email Marketing Terms and Conditions
In addition to the Terms and Conditions detailed herein, some or all of the following terms may also apply, depending on the specific products/services You have contracted Us to provide to You.
a) YOU / The Client / Customer or entity making use of these services, for example, the person or entity named in the Purple Dog client account.
b) PDD’s role is that of an agent acting for You to deliver the services that you require or have requested us to provide.
5.2 Summary of Newsletter Terms of Agreement
The following represents a brief summary of the main points of this agreement / Acceptable Usage Policy (AUP), which is supplemental to the PDD Standard Terms of Service. By using the service(s), you agree that you have read and agree to the full terms of service that can be found here: Email Newsletter Full Terms of Service and Acceptable Use Policy.
To summarise the above document, You agree that:
a) You have the right to send emails to the subscribers on your list. For example, they have either i) recently bought a product or service from you (e.g. a “customer”) ii) requested that you add them to your list iii) provided you with a business card or other merchandise in expectation of your communications or iv) they have subscribed through some other legitimate manner.
b) You will make it easy for a subscriber to leave your list via the unsubscribe function and you will not continue to email those recipients who have requested to unsubscribe.
c) You will not use the service for any immoral, illicit or illegal purposes and you will not use the service to harass, pester or continually “sell” to your contacts and instead, you shall only use it in good faith for the purpose of promoting or selling your products / services or communicating legitimate marketing messages connected to your specific organisation or place of business, in a professional and respectful manner. Any breach of these guidelines could result in the immediate termination of your account.
5.3 Newsletter Payments Agreement
a) You will make full payment for the services that you use in a timely manner. Late fees may apply for payments not made on time.
b) If you are on the monthly plan, that monthly fee will continue automatically each month and is chargeable / payable each month regardless of whether you use the service or not.
c) Additional fees will apply in the following circumstances:
– Where you send more than the allotted emails allowed for your account / tier level
– where you request to use additional services that are non standard (e.g. spam tests)
If you exceed any limits (for example sending limits), you agree to pay any additional overage fee that is applicable.
d) If there is a minimum term, you agree to pay the full amount for that term. If you cancel early, the difference for the remaining term shall be charged.
e) Please note – there are no refunds for
– cancelled services mid way through a term
– failed / bounced deliveries
– any “un-used” portion of the service that you have prepaid for.
5.4 Newsletter Cancellation
a) If you wish to cancel your newsletter account, you will need to send us a request in writing 14 days before the due date of any payment. Late cancellation notices may require an additional month’s payment.
5.5 Newsletter Indemnity
a) You agree that neither we nor anybody else associated to Us, is in any way connected to or in any way endorses or recommends any of your service(s) or product(s). You will protect and fully indemnify us and everybody we have a business relationship with (our Third Party Service Providers), from any claim arising out of any product or service that you or one of your representatives provide, claim to provide or otherwise.
6. Project Work: Website Design Services / Ongoing or Ad Hoc Work
In addition to the Terms and Conditions detailed herein, some or all of the following terms may also apply, depending on the specific products/services You have contracted Us to provide to You.
6.2. Project Scope
- The scope of the project, for example the deliverables and services, fees and timeframe etc., will be as agreed between us in writing and as specified in the Project Schedule (see section 2.3);
- If You decide that You require major new functionality or additional features not previously agreed as per the Schedule, We will be happy to incorporate these at additional cost and by mutual agreement.
6.2. Project Expectations, Changes and Cancellations
We will endeavour to meet your expectations, deliverables, start and end dates of the project, once these have been discussed and agreed between us. However, the nature of project work means things can and often do change, sometimes significantly. Through experience, we know the best approach to handle this is flexibility. If either party need to make any adjustments, We will notify you accordingly and work with you to accommodate amendments and changes as best we can, and communicate updated expectations. In such circumstances however, the following points should be considered;
- Small changes and amendments are common and will usually not have a big impact – however, timing is important so please let Us know as soon as You decide changes are needed.
- Significant changes will usually affect the overall timescales (delivery date) and budget of any already agreed project. In this case, We will discuss any additional time or cost requirements.
- In the event that You wish to cancel a project part-way through, our standard refund and cancellation policy will apply (in short; no refunds for change of mind and you will be obligated to pay for any time, service, product or other fee that has been incurred on your behalf, prior to the cancellation).
- We reserve the right to cancel any project which has remained inactive for a period of Twelve (12) months or more. In such cases, We will communicate directly with You.
6.4. Design Credit & Reference
If We design your site, Your agree that We may put a single, subtle link at the bottom of Your site establishing design credit as applicable. If You prefer not to have this, please notify us.
6.6. Website Design Process & Work Flow
- Your site will be usually be built “behind closed doors” on a development / staging server. You will be able to login to the site to track progress, test functionality and suggest modifications and changes.
- We provide a Project Management client facility to enable you to view progress and track changes etc.
- It will usually be suggested that we use a shared “Change Log” file system to assist with tracking amendments and changes. It’s much preferred that changes and amendments are consolidated into a centralised document, such as in a shared Google Doc or shared Dropbox Word Document or via the shared Change Log. That way, changes can be tracked, modified and observed by all parties in one place. Submitting changes to us via email is the least preferred method as these can sometimes be missed. You can also notify us of required changes via face to face meeting, over the phone or via skype call. We are also happy to update any Change Log document with your requested changes.
6.8. Use of Programming Language(s), Code(s), Software(s), Cross Browser Compatibility & Validation
- Unless otherwise agreed between us in the Project Schedule, your website will be built using the software platform / programming language / code / software etc., deemed most appropriate by Us in order to achieve the best outcomes per your stated objectives.
- All software / code will be validated against current W3C standards (where such agreed standards exist) and industry best practice will be followed wherever these exist and wherever practicable.
- We shall use such software applications, platform(s), and any Third Party software such as ‘Plugins’, ‘Themes’, ‘Applications’, ‘Scripts’ (together referred to as “Apps”) to achieve the best results, as deemed most appropriate by Us (see section 6.9).
- The final version of the website will display correctly in current versions (as at Handover) of popular / modern web browsers: Mozilla Firefox, Edge, Chrome, Safari & Opera.
- The site will be designed for an ‘optimum’ screen resolution, as deemed appropriate by Us (e.g. 1920 x 800px or other if specified).
- For responsive mobile designs – the site will render correctly on devices such as tablets & smart phones from 320px upwards e.g. Android, iOS (iPhone / iPad), Windows phones etc.
6.9 Usage of Software / Third Party Software / Applications / Code / Scripts / Themes / Plugins or Modules ( hereinafter referred to as “Apps”) in Your Website
For clarity; In order to achieve the desired functionality / features required as specified in Your project brief / Schedule, You understand and agree that We may elect to use one or more software applications (“Apps”) written or produced either by PDD or by Third Parties. In such situations, the following conditions shall apply:
- We will install “Apps” using best practice, to their “Standard Functionality” (that is, the typical functionality as advertised / published for that App), and We will ensure it is functioning correctly on the site in accordance to that Standard Functionality. Where You require additional / custom functionality or modifications not included as Standard in any “Apps”, We will endeavour to incorporate such modifications – where feasible – for which We may request an additional fee and in such cases, We will advise you prior.
- Where We elect to use Third Party “Apps”, there may be associated costs for e.g. purchase or rental. In such cases, We shall inform You and with your agreement, We shall either bill You directly or indicate specific arrangements accordingly.
- Where Third Party “Apps” are used in whole or in part, there may be associated Licence or End User License Agreements (EULAs) to which you must agree to abide with. Since we typically like to utilise “Apps” that are Open Source (for example, WordPress) most of these will come under the GNU or GPL. You can read more about WordPress GNU License here. Where any other non GPL / GNU license agreement is applicable, we will advise you separately.
- For all “Apps”, You acknowledge, understand and agree that:
- While We provide best efforts to select and choose supported, reliable “Apps”, We are not always able to guarantee the performance of any “Apps” beyond its Standard Functionality, or guarantee an error or bug free experience for any “Apps” – however We will always provide our best endeavours to ensure your satisfaction.
- From time to time, such “Apps” and software (for a variety of reasons) can become prone to unavoidable bugs, performance degradation or stability issues, or on occasion, unwanted changes in functionality, interoperability issues, design or similar changes, and in such instances, it is important that You understand and accept that such bugs / changes are often outside of Our control.
- All Apps will usually have an associated EULA, which You shall ultimately be responsible.
- Where You decide at any time that You are dissatisfied with any specific installed App or You believe the functionality of any installed App is impaired due to a fault, bug or similar dysfunction – or where You feel it is “not working” – You should notify Us as soon as possible providing full and detailed information of the perceived failure (including screenshots / video / examples if possible), and in such circumstances:
- If We are unable to replicate / find any issue, bug or deficiency based on the ‘Standard Functionality’ as advertised for that App – We will be pleased to discuss alternative solution(s) at Your additional expense.
- Where We are able to replicate and therefore agree that an issue / failure does exist and is indeed a deficiency or bug in the ‘Standard Functionality’ as advertised, We will provide Our best endeavours to try to resolve the problem as quickly as possible, as follows;
- You must allow Us reasonable time and efforts to resolve any such issues(s). Such resolutions can take anywhere from a few hours, to a few weeks or longer where the resolution / fix for such an issue or bug is complex and / or is dependent upon the release of an updated version of the software or App from the original developers.
- Where You request it, or where We deem it necessary, We may advise possible alternative arrangements either; a) as a temporary solution until the original problem can be properly resolved; or b) as a permanent replacement / alternative solution.
- You acknowledge, any such issues(s) may delay Your site’s Go Live date, or – where Your site is already live – it may have an impact on the proper performance / functionality of the site and in either case, You agree that PDD shall not be held liable for any loss whatsoever in connection with such delays or failure that are as a result of the identified deficiency/deficiencies
- If Handover (see section 6.10) has already occurred and this bug / issue has arisen afterwards, You must have an active Maintenance Agreement (e.g. Club Purple) or be willing to join one.
- Additional charges may apply and We will advise You prior to undertaking any modifications.
6.10 Website Go Live, Training & Evaluation Period
For clarity; When both parties are happy with the site design, functionality and all other aspects, a website “Go Live” or launch date will be discussed and agreed with You. Once the site has “Gone Live” and is publicly available on the internet, We will begin an Evaluation Period to ensure everything works as expected.
- Prior to Go Live, all invoices must be settled.
- For Go Live to occur, We may need to take down Your old website, or replace files / databases etc. We may also need to make changes to Your domain name DNS settings. Where these are relevant to your situation, We will communicate that process to You, however, You should expect and plan for the possibility of some minor disruption to your services.
- Following Go Live, We’ll provide an Evaluation Period with free support as specified in the Schedule to ensure Your complete satisfaction.
- If Evaluation Period has not been specified, then Evaluation Period shall be for a fixed term of 30 consecutive calendar days following “Go Live”.
- Evaluation Period is limited to addressing any bugs, performance issues, display inconsistencies, functionality failures or other error relating to the design and operation of the site. It does not ordinarily cover provision for content changes, though one or two minor adjustments may be fine, larger changes may attract additional time based charges, depending on your agreement with Us.
- As with section 6.9.3 – any bugs or issues must be reported to Us within the Evaluation Period and We will investigate said report to determine if it is infact a bug / issue / error. If We concur that there is indeed a valid bug or error or issue, We will set a task and target timeframe to remedy the issue and provide an estimated time that We will require to resolve it.
- During the Evaluation Period, We will also arrange to provide Training (if applicable) as specified in the schedule, by mutually agreed appointment.
- Issues / bugs / errors resolution and / or Training should take place within the Evaluation Period – but may be extended where we have given our agreement in writing. In such instances, We shall endeavour to make good any defect, but reserve the right to charge fees for additional work or time required following the Evaluation Period or during / after Handover.
6.12. Handover, Ownership, IP & Licensing
- “Handover” is the process of communicating the controls and means of running, managing or administering the website as appropriate, and how to access all related IP, files, materials & associated media (hereinafter referred to as “Work”). Think of it as like receiving the “keys to the car”!
- “Ownership” means having the appropriate Title, Rights & Responsibility to the “Work” or “Apps” that You have paid Us to produce for You. Think of it as like becoming “the new owner of the car”.
- Handover: Following Go Live and the conclusion of (or during in some cases) the Evaluation Period (section 6.10), website Handover will occur;
- Handover means We shall ensure that We have provided the information You need (typically login information supplied via email support ticket) to be able to access e.g. your website and relevant files or “Work” and other IP / Media You have paid Us to produce for You (for example images, logos, signage etc), or other products / services that You are entitled to make use of / or access as part of the service(s) specified in your Schedule. You will therefore be able to login and perform actions necessary per Your requirements.
- You must inform Us immediately if You are unhappy for Handover to occur, or if You feel Handover has not occurred satisfactorily, or if You need more time – because once Handover has been completed, We shall consecutively proceed to pass Ownership to You;
- Ownership Title & Rights for all related “Work” / “Apps” that You have paid Us to produce for You shall be vested to You consecutively following Handover EXCEPT:
- Where We have agreed explicitly in writing with You, to a specific arrangement (for example a particular EULA);
- Where there are fees outstanding from You to Us, in which case, Ownership shall remain with Us until such time that all outstanding fees have been paid in full;
- Where any such included “Work” (whether software, code, application / plugin, program file, media item, script or other including any constituent parts – hereafter referred to as “Apps”) contains, is derived from, is owned, registered or belongs to:
- Purple Dog Design Ltd (see EULA section 10);
- Or any “Third-Party” provider / Entity – (e.g. WordPress or similar);
- Or is designated as either having an owning entity, (Licensor);
- Or is provided with an associated “EULA”;
- Or where Intellectual Property Rights have been asserted:
- In such cases, Ownership of the relevant included “Work” or “Apps” shall remain the property of said entity and Your continued use of said “Work” or “Apps” shall indicate Your full agreement to abide by any applicable copyright, terms & conditions, or EULA that may apply – for both current and all future provisions – as may be imposed by said Licensor. PDD often (but not always) tends to use Open Source WordPress products that are governed by the GPL. You can read more about WordPress licensing here: https://wordpress.org/about/license/
- Further, You agree that PDD shall not be held liable or party to – any such initial, new, continuing or ongoing Third-Party license agreement, EULA or any other related usage condition(s), restriction(s), ongoing maintenance obligation, rental fee, purchase fee, recurring usage payment subscription(s) or any other obligations as may be specified by said Third Party Licensor whether directly communicated to You or not, whether current at the time of Go Live / Handover or that may arise subsequently – EXCEPT where We have explicitly agreed in writing to do so AND WHERE in such circumstances, the limit to Our liability shall be as per the terms specified in Our subsequent written agreement (for example, Club Purple maintenance services – see section 6.14)
- Where any such “Work” or “Apps” has been produced by PDD for You and has been or is being provided on a ‘licensed’ basis (whether exclusive or non-exclusive to You, whether deployed in a once off or ongoing manner) – as specified per the EULA or Schedule or where a Schedule does not exist, as specified in electronic communication with You; in which case You agree that Intellectual Property Rights shall remain that of PDD’s and Your continued use of said “Work” or “Apps” shall indicate Your full agreement to abide by any applicable EULA terms & conditions – for both current and future provisions – as may be relevant at the time of Your agreement or where these may be imposed from time to time by PDD.
3. Ownership Responsibility: Once Ownership has passed to You, You shall become wholly responsible for: usage and access rights; password security; data storage; running / performance; maintenance and security; of all “Works or Apps” (see section 6.14), whether We provide additional / other services (e.g. hosting) to You or not – EXCEPT where You have contracted Us and We have agreed in writing to provide or assist You with such services – for example, where We provide website Hosting, Time Blocks or Club Purple Maintenance – in which case We shall discharge Our duties accordingly per the relevant terms for that service (see for example section 6.14).
6.14. Security & Ongoing Maintenance Responsibility: IMPORTANT
1) You acknowledge that:
- Your website is likely to feature software / scripts (hereinafter Apps), whether from Third Party Vendors (e.g. WordPress) or other sources. It is the nature of software evolution that security or performance issues may be discovered and that patches and / or bug fixes and / or feature updates are released, sometimes frequently.
- Following Evaluation and Handover, it’s vitally important that Your website software is kept up-to-date to avoid any potential security vulnerabilities (e.g. Hacking) and / or to take advantage of any new features. Unfortunately, new security vulnerabilities are discovered regularly, and what was considered safe “yesterday” may in fact, be considered unsafe “today” (and will therefore require upgrading or modifying to avoid any vulnerability or issue).
- Whilst PDD provides best endeavours to alert Our customers of any known severe issues – following Handover, it will be entirely YOUR responsibility to ensure all software / Apps are kept secure and up to date, UNLESS You contract Us to perform these responsibilities (recommended) on Your behalf either by;
- Purchasing a Club Purple membership (see Club Purple), or similar Maintenance Agreement from Us, or;
- Contracting Us to provide services under a TimeBlock;
- Engaging Us on an ad-hoc basis, when required, charged at standard rates.
2) WHERE You choose not to contract Us for such maintenance duties, and regardless of whether We provide website hosting or other related services, You shall be entirely responsible for:
a) Ensuring any such site software or app is kept up-to-date with the latest versions & security releases;
b) Performing all such software / app updates whenever they are available;
c) Any failure, error or malfunction of Your website or part thereof, that occurs as a result of any update You did or did not perform or any security vulnerability that is discovered. In this instance, if You request Our assistance, We will endeavour to help You to resolve any such issues as best We can, at a fee that We will nominate to you.
d) Any loss or damage (e.g. Hacking) that may be caused to any business, reputation or customer – whether Your own or someone else’s – or to any third-party or other body/entity – as a result of Your neglect or failure to adequately maintain your software / app / installation – shall be entirely at Your own risk.
3) At all times following Handover, whether We provide maintenance services or not, You agree that You shall practice good house-keeping and be jointly responsible for Your data / file security / integrity associated with Your site, and shall use strong and secure passwords, shall keep secure any passwords or logins and shall ensure security practices are observed properly and with due care. Where We determine Your site / Works / Apps has/have been Hacked through insecure or improper security practice, We may decline to provide support.
4) You shall also be responsible for performing and retaining any website data back-ups, EXCEPT;
a) Where We host Your website on Our servers, in which case, We shall discharge our responsibilities as specified in section 3. Or;
b) Where We provide this service to You as part of another service (e.g. Club Purple Membership), whereupon We shall be perform our responsibilities as specified accordingly (see Club Purple).
Related Security Links:
Club Purple Membership
Making a Website Backup
7. Club Purple & Other Maintenance Plans
WHEREAS, the Client wishes to engage Us to deliver ongoing website software updates and provide backups and other maintenance services from time to time, under the service known as Club Purple. In addition to Our standard Terms and Conditions contained herein; the following shall also apply;
- Applicable Customers
- Offer available to existing Purple Dog customers with an active website hosting plan, or where we designed Your website.
- Non Purple Dog customers may be accepted following a pre-acceptance check and with additional terms as specified in communications.
- Applicable Installations
- WordPress with at least version 3.2 installed. Older versions / other software may incur an additional fee on first update.
- Online shops / booking software / other apps / builds may also be accepted and may attract an additional fee, please enquire.
- Club Purple Set Up
- Customer agrees that:
- in order for Us to perform Our duties, We require exclusive WordPress Admin access.
- they will be provided with a reduced access role to prevent conflicts and unauthorised / unmanaged changes from occurring (see: https://www.purpledogdesign.com/clients/knowledgebase/122/Admin-Level-Access.html)
- Some additional software plugins will need to be installed so that we can perform our duties.
- Customer agrees that:
- Software updates
- Software updates are typically automated and usually performed where possible, outside of business hours – although updates may be applied at any time, on any given day.
- We generally employ a “wait 3 days” policy for most major updates – this is because developers often release follow-up bug patches for major releases – however, we reserve the right to choose when updates will be available / applied.
- In rare situations we may choose to decline a specific update, if we become aware of any problem or issue related to that update that may negatively affect the functionality of a site, the operation of a hosting account or the hosting server itself.
- We will only apply software updates to software that “advertises” updates as being available via the WP update page.
- Software updates shall only be applied to software that is currently installed and licensed. Should a software require an additional license (e.g. a Premium Software), we shall perform updates where updates are “advertised” as available, however, the Client shall be responsible for paying for and maintaining the terms of that license, unless otherwise agreed in writing.
- Where any software is required to be updated via an external repository (e.g. the software must first be manually downloaded from an external site, then uploaded to your site), additional fees may be applicable, which will be communicated to you.
- We shall not be responsible for any software content, or any “bugs” introduced to your site as a result of an update. If a new software update “breaks” your site, we shall endeavour to assist you in either removing the software or rolling it back to a previous version. This may be chargeable, depending on the severity and workload.
- The “spirit” of Club Purple is “best endeavours” and nothing in this agreement shall be construed to constitute a guarantee of infallible service.
- The security of a website remains the responsibility of the owner. By subscribing to Club Purple, we offer to assist you to keep your site secure by providing software updates and performing other maintenance tasks to help reduce your workload and the possibility of hacking or malicious attacks. However, Club Purple does not provide a guarantee that your site will be 100% secure, or that your site will not suffer from bugs as a result of an update.
- Club Purple service specifics / offerings may change from time to time.
- Subscription fees for Club Purple is on an annual payment basis only. Fee is separate and on top of any other fees you may already pay.
- The monthly report is provided out of courtesy and may not always be available. Data accuracy is for information / evaluation purposes. Certain data (e.g. Google Analytics information) may not be included if we do not provide the associated service to you.
- Free Annual Review is a courtesy service and may not always be available or offered. An appointment is required (please contact us) and the duration of the review is 30 minutes by the method of our choosing. Additional time, if required, may be charged at standard Club Purple rates. The free review cannot be used for multiple or extensive changes – it’s typically for e.g. changing one or two text related entries (like your phone number, address or email etc). If you require several or extensive changes, we will talk to you about the cost.
- In the event a customer chooses to cancel the Club Purple service, or no longer has an active website hosting plan with Us, maintenance responsibility shall revert back to the customer and all related Club Purple data and backups associated to the provision of the Club Purple service shall be deleted without the possibility of recovery.
- If your website was not built by Us, we may not be able to provide a full service. Please contact us to discuss further.
- Note: Bonus packs have been withdrawn. If you are an existing customer with a bonus pack, this will expire at the end of your current term.
- We reserve the right to;
- Decline any order/site without reason.
- Cancel any plan or make any change at any time without notice. Though changes will usually be communicated through our website or via email, your continued use of the service will be taken as your agreement to any such changes.
- Should we need to amend / withdraw any plan, all existing customer plans will be honoured until their renewal date, when they shall automatically inherit the new plan.
- Being a Club Purple member offers you an enhanced level of protection against malware / hack attempts etc, however it is not a guarantee of ‘infallible’ service. You should still maintain adequate backups of your website/data for your own piece of mind and security.
- Subscribing to Club Purple does NOT mean that we will assume or be responsible for any of Your legal liabilities. In particular, You are still responsible for:
- Ensuring best practice in your organisation RE passwords / security etc;
- Ensuring Your staff / employees or agents do not break any terms of any EULA that may be applicable for any software or App that’s in use on Your site.
- Making sure all fees, subscriptions and payments are up to date;
- Software updates and backups are performed to the best of our ability – however, we will not be responsible in whole or in part for any loss of data/service or related loss of income whatsoever, due to any error, new feature, new version, failure or bug introduced into any app, software or data as a result of an update, a lack of an update, a backup or lack thereof.
7.2. Club Purple MARKETING Plans
WHEREAS, the Client wishes to engage Purple Dog Design Ltd (Us / We / Our etc..) to deliver ongoing services under the service known as Club Purple MARKETING also known as Monthly Marketing. In addition to Our standard Terms and Conditions; the following shall also apply.
- Applicable Customers
- Offer available to new or existing Purple Dog customers who wish to engage Us for marketing purposes.
- A customer who wishes to join will become a “Subscribing Customer”.
- To become a Subscribing Customer, a customer must complete a joining application form, and the form / application must be approved and accepted by Us.
- Service Offering
- The precise Service Offering description, pricing and deliverables will be communicated in writing to the Customer (“Plan”) from Us.
- The Service Offering will be based around a recurring subscription, charged monthly for a minimum period (“Term”).
- A Service Offerings may change from time to time and We will advise Subscribing Customers should that occur. In such cases, wherever possible, any existing Plan currently “in Term” shall be honoured until the end of that Term. At the end of any Term, Subscribing Customers can then choose whether to continue or not with the revised Service Offering / Plan.
- Commencement, Billing & Ending
- Once a Subscribing Customer has been accepted, and a Service Offering and Plan has been agreed, We will send a Schedule and initial invoice.
- Payment of that invoice shall indicate the Subscribing Customer has accepted the terms of our agreement and the Plan and Term shall commence.
- Pricing will be at the prevailing rate for the Term agreed per the Plan.
- Billing shall occur monthly in advance and will be sent via email.
- Following the completion of any minimum Term, unless either party gives notice to cancel, the Plan shall continue until either Subscribing Customer or We ends it in writing.
- Where the Subscribing Customer wishes to cancel any Plan, they will provide Us with 7 days advance notice by email. Failing to do so may mean additional fees are incurred.
- No refunds shall be paid for any ‘early’ cancellation that is within Term.
- Where a Plan is cancelled within the minimum Term, the decision on whether to continue the provision of service within that Term shall be by mutual discussion.
- Where a minimum term payment has not been received, we reserve the right at our sole discretion, to continue to bill for the service for the remainder of that minimum term.
- If for some reason We need to curtail a Service Offering, Subscribing Customers will be offered an appropriate substitute or replacement option to continue or to cancel and receive a credit or refund.
- Content and Material Accuracy
- Content will be produced by Us for the Subscribing Customer. We will request guidance and information on which topics, keywords, subject matter and images etc the Subscribing Customer has in mind and we will do our very best to craft quality content that seeks to benefit the business of the Subscribing Customer.
- Where we use images and the like, we shall ensure to the best of our abilities that all such content shall be royalty and copyright-free and at no additional cost or liability to the Subscribing Customer (unless special content is agreed in advance, in which case a special agreement will be made).
- The Subscribing Customer acknowledges that We (and our agents) will provide best endeavours to produce quality content that seeks to represent them fairly, consistently, accurately, positively and professionally.
- The Subscribing Customer agrees and accepts that We cannot be held responsible for any loss or damage that arises from any written or stated error, omission or any inaccuracy, howsoever caused.
- The Subscribing Customer also accepts and agrees that they shall be responsible to check all / any published article(s) to ensure they are 100% happy with any information published – for example, product or service description, any pricing, product/service detail etc – and that they will contact Purple Dog immediately if they become aware of any issue.
- In such cases where content has already been published, Subscribing Customers accept and understand that any updates, revisions / changes or deletions requested may not be reflected instantly across the various platforms / websites and any related social feeds
- Third Party access may be required to your social feeds etc. Please see section 9. You will need to provide these to us.
- Publication Timings: These will be at our discretion. Please advise if you have a specific time schedule in mind and we will endeavour to meet this.
8. Time Blocks
WHEREAS, the Client wishes to engage Us to deliver ongoing services under the service known as Time Blocks. In addition to Our standard Terms and Conditions; the following shall also apply.
- Applicable Customers
- Offer available to existing Purple Dog customers who wish to engage Us for a number of hours (“Time Block”) each week on an on-going basis.
- Non Purple Dog customers may be accepted following a pre-acceptance check and with additional terms as specified in communications.
- Hours Allocated
- For the sake of clarity hours are sold weekly, however, you will be billed monthly in advance and We are contracting to deliver those weekly hours cumulatively each month.
- Because some months are shorter than others, We use the standard accounting practice of averaging, which means we use the following equation (No. hrs per week * 52 weeks / 12 months). This means We will work the same number of hours each contracted month, regardless of the length of that month (as some have 4 weeks and others 5). For example, if you purchase a “1 hr Time Block”, that equates to: 1 * 52 = 52 / 12 = 4.3 or in other words, we will delivery 4hrs and 20 minutes per month, regardless of the length of that month or the start date / end date!
- Unused hours roll over from week to week within a given month, however unused hours for a given month do not roll over to the next month and will expire.
- Hours maybe used in one job, or over several jobs in any given week or month.
- We will be proactive in seeking tasks to perform from You, however, please assist Us by providing advice of any specific jobs required, for example, News items, newsletters, product photos, website content changes, social media campaigns, marketing opportunities etc.
- All Time Block hours are recorded in your Purple Dog client account and you can track progress at any time.
- Payment & General Terms
- Payment is monthly in advance.
- If the hours worked exceed the amount of hours contracted in a given month, We will notify You and offer to charge for the additional time at the same current rate. If You consistently go over the hours, We will suggest that you upgrade the number of hours per week, in order to get better service and potentially reduced rates.
- Minimum period is 3 months.
9. Other & Third Party Service Providers
WHEREAS, Client creates, joins or opens an account with any Third Party Service Provider independent to PDD, whether directed by or recommended by PDD or not, with the intention of engaging such services provided by said Third Party for the Client’s own purposes;
- You shall – at all times – be responsible for the account, billing, service agreement and relationship created between You and the Third Party provider.
- PDD shall not be held party to any Third Party service terms, performance, data security, content, maintenance, user behaviour or other. PDD shall not be liable to or responsible for, under any circumstances, under the law of contract, tort or otherwise, for any loss of profits or savings or for any special, indirect or consequential loss or damage, cost or expense, however caused, arising out of or in connection with the performance or non performance of this or any Third Party supplier Agreement You may engage with.
9.2 Performance of duty
- Where You have instructed Us to perform any action on Your behalf, in relation to Third Party account (e.g. to provide support i.e. log in / make settings changes / upload a file(s) etc on Your behalf), or where We have requested such capability in order to fulfil the terms of any Schedule, You agree to (i) provide the necessary authorisation by instructing or communicating with the relevant third-party provider as necessary and (ii) provide Us with the relevant information to perform such actions.
- Where We perform any such actions, We shall perform them responsibly and to Our best abilities, however it is You that must ensure all such actions are correct, proper and comply with / and are acceptable within any terms of service or other agreement(s) to which You have agreed whilst contracted with the relevant third-party.
9.3 Google Analytics
- Where we have built your website, unless otherwise specified in the Schedule, we may provide you with a courtesy Google Analytics account with access to view you website activity statistics.
- The courtesy account is a shared account (meaning it is not an administrator account) that gives you access to detailed information on who visits your site, where they are referred from, keyword breakdown and more. Reports can be generated and emailed to you. You also have the ability to log in (you will need a gmail account) and view additional, in depth data.
- Most clients are happy with a shared access account – however, if you need extensive control over your account (such as to track specific campaigns, manage your Google Adwords integration, further hands on and in-depth control etc) you will need a dedicated account. In this case, please tell us so that we can factor that into your site build cost.
- Note that changing from a shared to a dedicated account once the site has gone live / at a future point in time, will require you (or us, if you would prefer) to set up a new dedicated Google Analytics account. It should also be noted that this change will render your old shared account as ‘reset to zero’ – effectively meaning you will lose all historical comparison report data – and the new account will start as if from new.
- Unfortunately, this is a restriction from within Google Analytics and has nothing to do with PDD. We are happy to assist you at standard rates, in retaining the historical data by preparing static PDF reports to capture current stats, that may be useful.
- Please note that should you decide to move your hosting away from Purple Dog – we are under no obligation to continue providing you with the courtesy shared Google Analytics account access.
9.4 Google Mail (Gmail), Google Apps & Other
- Some clients are happy to utilise 3rd party web based email services e.g. Google Apps or Gmail to capture their server emails or store data
- While we are happy to assist customers in the set up and usage of said services, you understand and agree that We are under no obligation to offer installation, configuration or ongoing management support services.
- Furthermore, whilst we acknowledge the benefits of using said services, We cannot be held responsible under any circumstances, for the current (or future) operational fitness, security or terms and conditions of such services that are provided by third parties. You are advised to assess the risks of utilising said service – and for determining whether these may or may not change (e.g. in terms of the fee structure, security risks and other important aspects).
9.5 Search Engine / Facebook Advertising
- A valid credit card will be required.
- You agree to pay all relevant advertising “click through” and other disbursement costs as invoiced.
9.6 Microsoft Products
9.6.1: Microsoft Exchange Services
WHEREAS, the Client wishes to utilise the Microsoft Hosted Exchange Service, which is provided by one of our trusted Third Party suppliers (Service Provider Partner hereafter “SPP”);
- You will be entering into a separate agreement with SPP independently of PDD. SPP will provide and deliver the services described directly to you, independently from PDD and SPP shall invoice you directly for said services.
- You may contact either PDD or SPP directly for support. If requested by you, PDD (or another of our Trusted Third Party suppliers) may provide initial set up and / or ongoing assistance (support), that may attract additional fees and these will be communicated to you at the time of your service request.
- You will be responsible for the manner in which You and Your authorised users use the SPP Services. You will ensure that only authorised users have access to any passwords provided to You for use in connection with the SPP Services.
- You agree not to use the SPP Services for any illegal, unlawful, or offensive act, or to allow any person who may access and use the SPP Services through You to do so at any time. You acknowledge that You are responsible for all acts and omissions of any person using the SPP Services through You.
- You acknowledge that although all reasonable endeavours will be taken to ensure that the SPP Services are error-free and uninterrupted, there is no guarantee that the SPP Services will be error-free or uninterrupted, given the nature of the SPP Services.
- SPP will maintain confidentiality in respect of:
- all information You provide to PDD or to SPP directly (End User Data) in relation to the provision of the SPP Services to You; and
- all data (in written or electronic form) which is provided by You to be processed or otherwise accessed or used by or through the SPP Services; and will:
- only access and use the End User Data for the purpose of providing the SPP Services to You; and
- take appropriate steps to protect the security and confidentiality of all End User Data in the same manner as it protects its own commercially sensitive data.
- Except to the extent restricted by law, all warranties or conditions, expressed or implied by statute, or otherwise, which may apply to the supply of the SPP Services to You, are excluded.
- Neither PDD nor SPP will be liable, under any circumstances, under the law of contract, tort or otherwise, for any loss of profits or savings or for any special, indirect or consequential loss or damage, cost or expense, however caused, arising out of or in connection with the performance or non performance of this Agreement.
- Upon termination of this Agreement, if requested by You, SPP will arrange for the return to You of all End User Data that is in its possession or under its control (except where such information is incorporated within PDDs data backup files, in which case it will be deleted as part of the cyclical rotation of such files).
- You may not transfer, assign or sublicense any of Your rights under this Agreement.
- Where You have entered into another agreement with PDD in relation to the provision of SPP Services, or if any of PDDs terms of trade (or similar) apply to such provision, the terms of this Agreement will prevail to the extent of any inconsistency.
- Any provision of this Agreement which is expressed as being for the benefit of SPP may be enforced by SPP as though it were a party to this Agreement.
- SPP reserves the right to charge for any additional training or support requested.
- SPP cloud services invoices that You receive are due for payment on the 1st business day of the month in which the services are to be provided. SPP Professional Services invoices are due for payment on the 20th of the month following. Failure to make payment on the due date may result in the termination of Your services with SPP 7 days following the due payment date.
- This Agreement will be governed by and construed in accordance with the laws of New Zealand.
10. EULA – End User License Agreement for Software Products and Services
In addition to our standard terms and conditions, where Purple Dog Design Ltd supplies software product(s) or service(s) to You, the following End User License Agreement (EULA) shall be applicable. Where You have opted to purchase, lease or rent any software directly from Us, this EULA may apply to you – if this EULA does apply to You, we will notify you prior to your payment. Please read it carefully before making payment, or completing the installation or using any such software supplied by Us. Among other provisions, it provides details of the license to use the software and contains termination, warranty information and liability disclaimers. By installing and using such software supplied by Purple Dog Design Ltd, you confirm your acceptance of such software and you agree to be bound by the terms of this EULA. Continued use of the software signifies your continued acceptance of these terms and any future changes to them.
Read the software EULA policy agreement (pdf)
Have a question about something here? We are just a phone call or email away to discuss any of your concerns.