BACKGROUND
This agreement covers the supply of the Web Matters’ Hosted Care Plan to the Client by Web Matters Ltd (Web Matters). It lists the contractual obligations of both parties, even in the absence of a specific written contract.

LENGTH OF SERVICE
The Client agrees to an initial one (1) month contractual term of service (“Term”).

SERVICE START DATE
The contractual Term of service commences on the date of the first invoice generated for the service and this will also be designated as the Monthly Renewal Date.

AUTOMATIC RENEWAL
This Agreement will automatically renew for a successive one (1) month Term on the Monthly Renewal Date, unless cancelled in writing by the Client one month prior to the renewal date. Renewal of the service by the Client indicates agreement to any contract revisions and or price changes. Renewal fees will be automatically invoiced to the Client’s account.

AUTHORISATION
The Client authorises Web Maters to perform the work described within the care plan ordered, and grant Web Matters access and write permissions to all directories and files on their website hosting account. The Client will also permit the installation by Web Matters of any WordPress plugins or software services required by Web Matters to deliver the services described in the chosen care plan.

PRICING
Pricing displayed on the Web Matters’ website is subject to change without notice. The Client will receive one month’s written notice of any increase in pricing to their care plan.

PAYMENT TERMS
The Client agrees to receive a monthly recurring invoice for the service and agrees to the payment terms which are seven (7) days from the date of invoicing. Failure to pay the invoice on time may result in the suspension of this service by Web Matters. Web Matters has the right to revoke any credit extended if payment is in arrears for more than 30 days. Any debt collection costs incurred by Web Matters for recovery of any monies owed to Web Matters by the Client will be paid for by the Client.

THIRD PARTY CHANGES TO WEBSITE
Should the website become damaged in any way following updates completed on the website by any 3rd party, Web Matters has the right to charge the Client an additional fee to correct the issues.

APPROPRIATE USE OF HOSTING
The Web Matters’ hosting service is suited to the needs of small to medium-sized businesses. It is therefore not appropriate to use the service to support large organisations that place an undue burden on the web servers. The client shall not use the website hosting account primarily as an online file storage space.

LAWFUL USE ONLY
The Client will use the web hosting for lawful purposes only. The display of adult or indecent content is strictly prohibited and will result in immediate cancellation of the hosting service. Nor will the hosting be used in support of any illegal activities or activities that breach New Zealand law. The transmission of any material that infringes the proprietary rights of any third party is also prohibited.

TRADEMARKS AND COPYRIGHTED MATERIAL
The Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

ACCOUNT SUSPENSION
Web Matters has the right to suspend the Hosted Care Plan service at any time and without notice to the Client.

ACCOUNT TERMINATION & CANCELLATION OF SERVICES
Web Matters may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Web Matters of said failure, 2) appointment of a Receiver or upon the filing of any application by the Client seeking relief from creditors, 3) upon mutual agreement between Web Matters and the Client. The Client may cancel by providing one months’ written notice. Should the Client cancel part way through a billing cycle any amounts paid in advance will not be refunded.

BACKUPS
Onsite backups are run daily and are for emergency purposes only. As each onsite backup will overwrite the last one, the backup is not intended as a full and final backup of your website. Offsite backups are performed on a daily basis depending on the care plan chosen by the Client and will be used to restore the Clients’ website if needed.

RIGHT TO DELETE HOSTING ACCOUNT DATA
On termination or cancellation of this agreement for whatever reason, Web Matters has the right to delete all data and files residing on the hosting account including but not limited to WordPress installation files, themes, plugins and content uploads.

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES
Web Matters did not build the WordPress software or plugins used on the website. Therefore, Web Matters does not represent, guarantee or warrant that the functions contained in the website will be uninterrupted, error-free, free from loss, corruption, attack, viruses, interference, hacking, or other security intrusions, and Web Matters disclaims any liability relating thereto. To the extent not prohibited by law, in no event will Web Matters be liable to the client or any third party for any damages, including, but not limited to, any lost profits, lost savings, loss of data, business interruption, or incidental, consequential or special damages arising out of the operation of or inability to operate the website, however caused, even if Web Matters has been advised of the possibility of such damages.

INDEMNIFICATION
The Client agrees to indemnify, defend and hold harmless Web Matters, from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable legal fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to (i) the Client’s use of the Services, (ii) any breach or violation by the Client of this Agreement; or (iii) any acts or omissions by the Client. The terms of this section shall survive any termination of this Agreement.

APPLICABLE LAW
This agreement shall be interpreted in accordance with the laws of New Zealand. If the Client acquires the services for the purpose of a business, they agree that the provisions of the Consumers Guarantee Act 1993 do not apply to the service provided.

SEVERABILITY
If any one or more of the provisions of this agreement shall be held to be invalid, illegal or unenforceable; the remaining provisions of this agreement shall not be void for this reason alone. The invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision which reflects the original intention of the parties.

FORCE MAJEURE
Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labour disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

ACCEPTANCE
Please note that by submitting payment for this service, you are agreeing to all our terms of service as they are written here. Web Matters reserves the right to change or update these terms at any time without prior notice. The user of this site agrees to the terms of this agreement on behalf of his or her organisation or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications must be in writing and agreed to by both parties.