Terms and Conditions for Website Maintenance Services
Last Updated: 1 April 2024
Founded in 2022, Paparahi is a business support service offering Website Maintenance Services.
This Website Maintenance Services Agreement is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all website maintenance services plans (hereinafter collectively referred to as “Maintenance Services”) ordered by Client.
The Client is contracting Paparahi as a provider of Maintenance Services for a 12-month period. Services not considered ‘website maintenance’ are subject to be charged at an hourly rate as specified in Payment Terms and Fees and will not be considered part of this agreement.
Engagement
You may engage us to carry out Maintenance Services by signing and returning the provided Proposal to us which sets out the selected Website Maintenance Service Plan. The Proposal is valid for a period of 30 days from the date we issue it.
The Client can switch Website Maintenance Service Plans at any time with written notice, however this will not take effect until the next billing cycle.
Website Maintenance Services
The following is a list of services included in Maintenance Services:
Minor Maintenance Requests
Adding, removing or editing text, links or images on your website.
Adding, removing or editing store products.
Adding or removing video content.
Changing or editing your menu, header or footer.
Uploading documents to your website.
Link testing.
Contact form alterations.
Ensuring your site displays correctly on mobile.
Adding or modifying metadata (keywords, descriptions, title, etc. on a page)
Uploading a blog post, case study, testimonial, news update or press coverage that you have already written.
Major Maintenance Requests
Adding or removing pages, blogs, calendars, events and sections.
Add an online form.
Add a Map & Directions page.
Fixes and troubleshooting.
Modifying code (CSS, HTML).
Adding or modifying a product in a catalog or e-commerce system.
Adding or modifying a calendar event.
Add an online product catalog.
Add an online shopping cart.
Add an online payment gateway.
2. The following is a list of services not included in Maintenance Services
Website redesign, re-alignment or re-development to pages.
Branding update, style and layout changes.
Content writing, editing and proofreading.
Sourcing images.
Graphic design.
Providing / creating strategies for SEO and marketing.
Google Search Ads.
Adding eCommerce functionality.
Support for non-Squarespace products, accounts and third party applications.
Developing website functionality or additional code or integration of third party plugins.
Basic website training.
3. If something you’ve requested falls out of your plan’s scope we will let you know and we can discuss options as these can be provided at an additional cost.
Client Acknowledgements
You understand, acknowledge and agree that:
Paparahi will be the sole provider of Maintenance Services for the website, and no other party will have access to or rights to update the website . If a party, including the Client, other than Paparahi makes changes to the website, we are not responsible and any errors that are created that we must repair will be charged for at the hourly rate specified in Payment Terms and Fees.
All work for Maintenance Requests will be scheduled according to Paparahi’s workflow.
Failure by the Client to answer a question critical to the completion of a task within 5 business days may cause that task to be and moved to the “end of the line” in our workflow. Depending on the time of month, this could cause that Maintenance Request to roll over into the next month’s list of update requests.
Paparahi is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
If the Client’s website is hosted by a third party provider, we have absolutely no control over the Client's hosting company with regard to server downtime, software incompatibilities, PHP compatibility issues, etc.
Paparahi is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
We are not responsible for email issues or troubleshooting problems on the Client’s computers or devices. Our role is to maintain and keep your website running at its optimal capability and are not providing an IT Support service.
Client Content
When adding new text and/or content to a page the Client is responsible for providing all text (in digital format) and images/photos.
We may charge Additional Costs if the Client Content is not provided in the appropriate format.
You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not:
breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or
compromise the security or operation of our computer systems, through a virus or otherwise.
You unconditionally guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Paparahi, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Paparahi and its subcontractors from any claim or suit arising from the use of such elements provided by the Client.
You indemnify, and agree to keep Paparahi, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) in any third part in connection with materials or content that you supply to us, or that are supplied to us on your behalf.
Maintenance Requests
Paparahi will acknowledge maintenance requests from the Client within 24 hours on weekdays and 48 hours on weekends, via email or phone, with a confirmation that the request was received.
Minor Maintenance Requests will be actioned within 2 to 5 business days and Major Maintenance Requests will be actioned within 2 to 10 business days. The only exception being in the case of the Client’s website being totally offline or down, in which case the issue would be considered an ‘Emergency’ and would take priority.
We will adhere to all quoted deadlines for the deliverables in the Maintenance Requests at all possible costs. In the event that Paparahi has any issues in delivering on a quoted deadline, the Client will be notified via email or telephone with the reasoning for any change.
Payment Terms and Fees
The amount of time allocated for Maintenance Requests, will be billed in fifteen (15) minute increments.
Additional Website Maintenance hours can be purchased at an hourly rate of $250 + GST.
Hours cannot be rolled over to the next month for any Website Maintenance Plan Services.
We reserve the right to review the Website Maintenance Plan Fees annually on the anniversary of the Commencement Date and will provide you with reasonable written notice of the revised Fee.
We will invoice you monthly (unless agreed otherwise) in advance for providing the Services. The invoice will also include any additional costs for extra Services we have performed upon your request.
If you fail to pay an amount on the due date, we may without prejudice to other rights and remedies under this Agreement or at law charge interest on the amount due, calculated at 10% per month from the due date until the date on which Paparahi receives payment.
We do not provide refunds.
Termination of this agreement
Clients may terminate this agreement at any time with 30 days written notice. If the 30-day notice period given by the Client ends partway through a billing cycle, the client will be invoiced for the full month in which the notice period concludes.
Paparahi may terminate this agreement at any time with 30 days written notice to the client.
Confidentiality
Each party agrees to keep confidential, and not to use or disclose except as permitted by these Terms and Conditions, any Confidential Information of the other party.
Confidential Information shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information.
The parties agree not to disclose these Terms and Conditions (including any schedules), or any details of a Proposal. This obligation of confidence extends to Confidential Information obtained by a party before entering into this Agreement.
Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.
Indemnification
Client shall indemnify and hold harmless Paparahi (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Paparahi as a result of any claim, judgment, or adjudication against Paparahi related to or arising from:
any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Paparahi (the “Client Content”)
a claim that Paparahi’s use of the Client Content infringes the intellectual property rights of a third party
any breach of this Agreement;
your negligent acts or omissions; or
your use of the Services, including any third party claims made in connection with or arising out of the Clients use of the Service, other than use in accordance with this Agreement.
Disclaimer of All Other Warranties
Paparahi does not warrant that the Maintenance Services will meet the Client’s expectations or requirements. The entire risk as to the quality and performance is with the Client, except as otherwise specified in this agreement.
Paparahi provides its services “as is” and without any kind of warranty. The parties agree that
the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and
each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Limitation of Liability
To the fullest extent permissible by law, Paparahi is not liable (whether in contract or tort) for:
faults or defects in any Services or goods provided by third parties in connection with this Agreement; or
any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Paparahi knew of the possibility of such loss and whether or not such loss was foreseeable.
To the fullest extent permissible by law, in no event will Paparahi liability contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this Agreement exceed the amounts actually paid by the Client to Paparahi for the Service;
Paparahi will not be liable for any act or omission if, and to the extent that, it arises due to a reason beyond its reasonable control including without limitation strikes, lockouts, fire, theft, vandalism, natural disaster, act of God, pandemic or epidemic.
Paparahi makes no warranty of any kind, whether express or implied, with regard to any third-party products, third party content or any software, equipment, or hardware obtained from third parties.
Force Majeure
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence.
If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event. A Force Majeure event includes any event, act, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
Misuse, alteration or interference by you or any third party of our servers or systems (including virus and hacker attacks);
Strikes, lock-outs or other industrial action;
Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
Impossibility of the use of public or private telecommunications networks; and
acts, decrees, legislation, regulations or restrictions of any government.
Our performance under the Agreement will be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Agreement may be performed despite the Force Majeure Event.
Relationship of Parties
Paparahi, 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.
The Client does not undertake by this Agreement, or otherwise, to perform any obligation of Paparahi, whether by regulation or contract. In no way is Paparahi to be construed as the agent or to be acting as the agent of the Client in any respect, any other provisions of this Agreement notwithstanding.
Assignability
You may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Paparahi.
Paparahi reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
Severability
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
Read, understood and authorised
By purchasing a Maintenance Services Plan, Client acknowledges that they have read and understand this Agreement and agree to be bound by its Terms and Conditions.
Terminology
This Agreement means these Terms and Conditions.
Additional Costs means additional costs for a Project over and above the Fees or other costs specified in the Proposal or other document addressing costs or Fees for the Project.
Bug means a defect or error in operation of the software or failure of the software to comply with the Specifications.
Claim means a demand, action or proceeding of any nature whether actual or threatened.
Client, you or your means, in relation to any work that we do for you, the person named as the Client in the Proposal for whom we are undertaking the Project.
Client Content means any material that must be supplied to us.
Fees means the money payable to us for the Project as set out in the Proposal and any increase in Fees pursuant to a Variation.
Paparahi, we or us means, Paparahi the company who will be providing the Client with Services.
Intellectual Property Rights includes: copyright, patents, trademarks, registered designs.
Loss means any liability, cost, expense, loss, personal injury, death or damage, amounts payable on the Claim and legal costs and disbursements on a full indemnity basis.
Project means, in relation to any work that we do for you as described in a Proposal or that you have asked us to do.
Proposal means an estimate that we provide to you in respect of any work that you have asked us to do.
Project Timeline means the key dates and stages to complete the Project.
Services means the work we provide to you during the Project.
Specifications means the work that you have asked us to do, and that you provide to us before or at the commencement of the Project.
Website Maintenance Service Plans means the agreed services Paparahi will provide to the Client.
Website Maintenance Requests means the updates and changes the Client wants made to their website.