Section 1 - General Terms and Conditions
1. Definitions and Interpretation
- In this Agreement, the words hereunder will have the meanings assigned to them below:-
- Agreement” means these General Terms and Conditions, applicable Services Terms and Conditions, all the Policies of WEBCORE and all other application or order forms, as amended and updated from time to time;
- “Confidential Information” means any information or data relating to WEBCORE and any Group Company (even if not marked as being confidential, restricted, secret, proprietary or any similar designation), in whatever format and whether recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise), which:
- by its nature or content is identifiable as confidential and/or proprietary to the Company; or
- is intended or by its nature or content could reasonably be expected to be confidential and/or proprietary to the Company, and includes:
- information relating to existing and future strategic objectives and existing and future business plans and corporate opportunities;
- trade secrets;
- technical information, techniques, know-how, operating methods and procedures;
- details of costs, sources of materials and customer lists (whether actual or potential) and other information relating to the existing and prospective customers and suppliers;
- pricing, price lists and purchasing policies;
- computer data, programmes and source codes; information contained in or constituting the hardware or software, including third party products and associated material;
- information relating to the network telecommunications services and facilities;
- any and all methodologies, formulae and related information in developed software and processes and other business;
- products, drawings, designs, plans, functional and technical requirements and specifications;
- Intellectual Property that is proprietary or that is proprietary to a third party and in respect of which the Company or any company in the Group has rights of use or possession;
- marketing information of whatsoever nature or kind;
- financial information of whatsoever nature or kind;
- information relating to any contracts to which the Company or any Group company is a party; and any information which is not readily available to a competitor of the Company and/or any of its Related Companies in the normal and ordinary course of business.
- “CPA” means the Consumer Protection Act No. 68 of 2008;
- “Customer” “you” or “your” means the Customer making use of the Services offered and provided by WEBCORE and includes all the users of the Customer that have the benefit of or avail of the Services in terms of this Agreement;
- “WEBCORE” means WEBCORE (Pty) Ltd, trading as WEBCORE, with its registration number: 201400908407, a private company duly incorporated under the laws of South Africa, with its business address at 87 Helmsley Crescent, Cape Town, South Africa, 7441;
- “WEBCORE System” means equipment operated together as a system by WEBCORE to provide its Service(s) and services ancillary to such Service(s),;
- “WEBCORE Website” means the Internet website published at the URL https://www.webcore.co.za/or another URL that WEBCORE notifies the Customer of from time to time;
- “Fees” means the fees applicable and charged by WEBCORE for each of the Services, as disclosed on WEBCORE’s Website and in writing, before the Customer subscribes or applies for such Service(s);
- “Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced service provider providing similar services to those provided under this Agreement. Such a service provider would seek in good faith to comply with its contractual obligations, and with all applicable laws, codes of professional conduct, relevant codes of practice, relevant standards, and all conditions of planning and other consents;
- “Malicious Code” means anything that contains any computer software routine or code intended to allow unauthorised access or use of a computer system by any party, disable, damage, erase, disrupt or impair the normal operation of a computer system, and includes any back door, time bomb, Trojan horse, worm, drop dead device or computer virus.
- “NCA” means the National Credit Act, 34 of 2005;
- “Parties” means the Parties to these Standard Terms and Conditions and “Party” means any one of them as the context may indicate;
- “Personal Information” means any information relating to an identifiable, living, natural person, and where applicable, an identifiable, existing juristic person including –
- information relating to the race, gender, sex, pregnancy, martial status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture language and birth of the person;
- information relating to the education or the medical, financial, criminal or employment history of the person;
- any identifying number, symbol, e-email address, physical address, telephone number, location information, online identifier or other particular assignment to the person;
- the biometric information of the person;
- the personal opinions, views or preferences of the person;
- correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence;
- the views or opinions of another individual about the person; and
- the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person.
- “Processing” means any operation or activity or set of operations, whether or not by electronic means, concerning personal information including –
- the collection, receipt, recording, organisation, collection, storage, updating or modification, retrieval, alteration, consultation or use;
- dissemination by means of transmission, distribution or making available in any other form; or
- merging, linking, restriction, degradation, erasure or destruction of information.
- “POPIA” means the Protection of Personal Information Act, no 4 of 2013.
- “Intellectual Property” means any know-how (not in the public domain), invention (whether or not patented), design, trade mark (whether or not registered), or Copyright Material (whether or not registered), goodwill, processes, process methodology and all other identical or similar intellectual property as may exist anywhere in the world and any applications for registration of such intellectual property. For the purposes of this definition, “Copyright Material” means any Material in which copyright subsists;
- “RICA” means the Regulation of Interception of Communications and Provision of Communication-Related Information Act, 70 of 2002;
- “Service(s)” means all the service(s) provided by WEBCORE as specified on WEBCORE’s Website;
- “Signature Date” means the date of signature of this Agreement by the Party signing it last in time;
- “Software” means any computer program or software installed or provided by WEBCORE for the purposes of using the Services and any modifications, enhancements or upgrades thereto;
- “South African Law” means all and any laws and regulations of the Republic of South Africa, including but not limited to applicable codes of conduct, as may be promulgated or amended from time to time;
- “Supplier” means a supplier of goods and / or services to WEBCORE; and
- The clause headings contained in this Agreement are for reference purposes only and shall not be used in the interpretation of this Agreement. Words importing any one gender includes the other gender, the singular includes the plural and vice versa, and natural persons includes juristic entities and vice versa.
- A reference to any statutory enactment shall be construed as a reference to that enactment as at the signature date and as amended or substituted from time to time.
2. Application and initiation of Services
- By subscribing to or applying for the Services, the Customer hereby appoints WEBCORE to provide the Service(s) to the Customer for the duration of this Agreement, which appointment WEBCORE accepts, subject to the terms and conditions contained in this Agreement.
- Each application for or subscription to a Service will constitute a separate contract between the Parties and WEBCORE reserves the right to refuse to commence provision of a Service based on the Customer’s prior conduct.
- If required by WEBCORE, your application for a Service may be subject to a credit referencing or risk assessment process. You agree that WEBCORE may request and receive your confidential, credit and prescribed information (as defined in the NCA) (“Assessment Information”) from registered credit bureau in order to perform a financial means test to determine whether you will be in a position to meet your obligations under the intended agreement. WEBCORE is entitled to perform a financial means test each time you apply for a Service. No agreement shall come into effect in the event of a negative credit reference or risk assessment, unless at the discretion of WEBCORE to waive this clause. WEBCORE may choose to waive this clause on a case by case basis and any such waiver shall not constitute a permanent or overall waiver of this clause for all Services. In this regard you consent to WEBCORE requesting, receiving and reporting your Assessment Information from and to registered credit bureau in accordance with the provisions and for the purposes of the NCA; and the sharing of such information by registered credit bureau and such other persons as contemplated in the NCA, for the prescribed purposes of the NCA.
- Depending upon the Service provided, WEBCORE may be obliged under RICA to obtain certain information and documents from the Customer, and WEBCORE may withhold or suspend providing Services until the Customer has provided the necessary information and/or documents to WEBCORE.
- If the Customer is a juristic person, WEBCORE may require one or more of its officers to stand surety for the Customer’s obligations under this Agreement. Even if the Agreement has commenced, WEBCORE may withhold providing the Services until the surety has been signed.
- If the Customer has not complied with a requirement of this clause, WEBCORE may delay providing the Goods or Services until the Customer has complied. If the Customer does not comply within a reasonable period, WEBCORE may terminate this Agreement and will not be liable for any damage that the Customer may suffer as a result.
- WEBCORE cannot guarantee the provision of the requested Service upon the receipt of an application. Provision of the Service is subject to WEBCORE confirming that it is technically feasible to do so. Applicants will be formally notified after receipt of an application whether or not the Service can be provided.
3. Commencement and termination
- This Agreement shall be effective from the date on which you register for any Services with WEBCORE.
- Subject to the Service terms, this Agreement shall continue in effect on a month-to-month basis and either Party shall have the right to terminate this Agreement upon providing the other Party with at least one calendar month notice.
- The Customer acknowledges that WEBCORE may:
- terminate this Agreement by written notice, including email, and without liability in the event of the termination of its agreement with a Supplier relevant to the provision of any Service; or
- suspend or terminate the Services of a Customer in its absolute discretion and without notice:
- if the Customer commits a serious or repeated breach of the Agreement (and in particular any provision of the Acceptable Use Policy) or the Customer engages in any conduct which in WEBCORE’s opinion would have a negative impact on WEBCORE, other customers of WEBCORE or WEBCORE’s staff or is detrimental to the welfare, good order or character of WEBCORE;
- any part of the Customer’s Fees are not paid in full when due;
- the information the Customer supplied to WEBCORE is found to be incorrect or false; or
- WEBCORE reasonably thinks that the Customer’s use of the Services may result in the commission of a crime or is otherwise unlawful.
- Upon such suspension or termination, the Customer:
- may not resile from this Agreement or withhold or defer payment or be entitled to a reduction in any charge or have any other right or remedy against WEBCORE, its servants, its agents or any other persons for whom it may be liable in law;
- will not be eligible for re-imbursement of any the Fees paid in advance for the Services, if applicable;
- may be barred from subscribing to any services with WEBCORE in the future;
- may be listed with applicable authorities and credit bureaus.
- Upon such suspension or termination, the Customer:
4. Services and Changes to Services
- WEBCORE offer various Services and may provide recommendations to customers, based on the information provided by such customers. WEBCORE provides Services on the basis of information provided by the Customer, and WEBCORE offers no warranty as to the suitability of the Services beyond the requirements as expressed by the Customer. The Customer is solely responsible for ensuring that their choice of Services provided by WEBCORE to their requirements or desired outcome. WEBCORE will not be liable for compensation, costs or damages resulting from incorrect selection of Services, or resultant delays in rectifying such errors.
- While every effort is made by WEBCORE and its Suppliers to ensure that all Services retain a constant uptime (99.9% on a yearly basis and 99% on a monthly basis)and high level of service quality given the nature of the Services, technology, infrastructure and number of Suppliers involved in the provision of such Services this is not always achievable. As such all Services unless otherwise agreed to in writing are based on the best effort premise where no guarantees on throughput, latency or uptime can be provided. If in the instance that WEBCORE cannot meet such standard of service quality its liability shall be limited to three months of your base hosting fee, or, two hundred rand (R 250.00), whichever is the lesser.
- To the extent that the provisions of the CPA are applicable to this Agreement, in the event that the Customer alleges that there is a defect in the quality of the Services, the only remedy that the Customer will have against WEBCORE, is to require WEBCORE to remedy the defect in the quality of the Services performed.
- WEBCORE reserves the right to stop offering particular Services if it deems it necessary. WEBCORE will then either provide the service for the remainder of the time that has been paid for or refund the amount paid for that specific package.
- WEBCORE will implement measures in line with Good Industry Practice to ensure the security of the WEBCORE System and the physical security of WEBCORE’s premises, but gives no warranty that breaches of security will not take place.
- If the Customer discovers a security violation, or thinks that a security violation is imminent, it must immediately notify WEBCORE in an appropriate way that does not further compromise security concerns.
- The Customer must not do anything that may prejudice the security of the WEBCORE System, and must take all reasonable measures necessary to ensure that:
- no unlawful access is gained to WEBCORE’s premises, the WEBCORE System, or the Customer’s own system;
- no Malicious Code is introduced into the WEBCORE System; and
- the Customer Data is safeguarded.
- If a security violation occurs, or WEBCORE is of the view that a security violation is imminent, WEBCORE may take whatever steps it considers necessary to maintain the proper functioning of the WEBCORE System including without limitation:
- changing the Customer’s access codes and passwords (or those of any user of the WEBCORE System), and
- preventing access to the WEBCORE System.
- WEBCORE takes reasonable measures to provide disaster recovery; but does not warrant that recovery will be successful or that it will be completed within any time limit.
- The Customer must give its full cooperation to WEBCORE in any investigation that may be carried out by WEBCORE regarding a security violation.
If the Customer is providing any Service to third parties that makes use of the WEBCORE System, the Customer must contractually bind those third parties to equivalent terms regarding security as are set out in this clause 5.
6. Customer Duties
- Customer is prohibited from selling, reselling or otherwise dealing with the Services(s) which are proprietary to WEBCORE in any manner whatsoever without its consent. Without limitation to the aforegoing, any consideration which the Customer may receive whilst acting in breach of this prohibition shall be forfeited to WEBCORE unless the Customer is duly authorized to resell such Service(s).
- The Customer is prohibited from allowing any person, other than its employees or other authorised parties, to have access to the Service(s).
- The Customer shall only use the Service in compliance with South African Laws, the terms and conditions of this Agreement and WEBCORE’s Policies, as published on WEBCORE’s Website. The Customer acknowledges that WEBCORE has no obligation to assist the Customer in obtaining knowledge and/or clarity in terms of the applicable South African Law.
Where any Service is provided to the Customer with a predefined maximum allowable amount of resources, which includes, but is not limited to: bandwidth, traffic usage, data, memory, data storage, CPU or data cap (“Resource Allocation”) during a predefined period or term as applicable to the particular Service, such Resource Allocation may not be exceeded. In the event of such Data Allocation being exceeded by you, WEBCORE shall charge you for such overage as applicable to the particular Service and at the prevailing overage rate for that Service. Alternatively, WEBCORE may elect to deduct the amount exceeding the original Resource Allocation from the following Resource Allocation as applicable to the specific Service.
7. Fees, Charges and Payment
- Subscription options: With reference to the applicable Service, WEBCORE offers the following subscriptions options:
- Monthly: Fees will be due monthly in advance and should be paid by the 1stBusiness Day of the applicable month. Subject to the provision of the Agreement, the Customer must give one calendar month’s written notice to WEBCORE in order to cancel this subscription.
- Bi-annually: Fees are due and payable on or before the 1st Business Day of the commencement of the period or any subsequent renewal period. Subject to the provision of the Agreement, the subscription shall be renewed automatically for further bi-annual renewal period(s), unless the cancelled by Customer with at least one calendar month’s written notice to WEBCORE, before the expiry of the applicable bi-annual period.
- Annual: Fees are due and payable on or before the 1st Business Day of the commencement of the period or any subsequent renewal period. Subject to the provision of the Agreement, the subscription shall be renewed automatically for further annual renewal period(s), unless cancelled by Customer with at least one calendar month’s written notice to WEBCORE, before the expiry of the applicable annual period.
- Usage Fees, if applicable, shall be billed in arrears.
- Billing process:
- Billing will commence on the date that Service provision commences. Partial months will be charged pro rata;
- Services are billed in advance and all invoices must be paid by the Customer in advance;
- Any Services invoiced in arrears are payable on presentation of invoice;
- All Fees shall be paid by debit order or credit card payments. WEBCORE shall only accept payment for bi-annual, tri-annual or annual payments by way of electronic funds transfer in exceptional circumstances and on only by prior arrangement at WEBCORE’s discretion; and
- All payments shall be without deduction and free of exchange or set-off.
- Consequences of late or non-payment:
- If any Fees remains unpaid by the Customer beyond the due date of payment:
- the interest rate will be charged at 2% (two percent) above the prime overdraft rate (percent, per annum), up to a maximum of 2% per month in accordance with the maximum interest rate allowed in terms of the NCA for incidental credit agreements;
- the prime overdraft rate will be determined by WEBCORE’s bankers at the time, which will be evidenced by a certificate issued by any manager of that bank, whose authority it shall not be necessary to prove;
- interest will be calculated from the due date of payment to the date of actual payment, both days inclusive, and will be compounded monthly in arrears;
- In the event of a debit order being returned by your bank, WEBCORE shall charge a debit order return fee of the greater of 5% of the attempted debit order amount or R50.00; and
- if the non-payment pass fourteen days from the due date, a letter of demand may be sent to you. If payment is not received after twenty business days from the date of notice, your default will be listed on a registered credit bureau database, which will affect your credit rating.
- WEBCORE retains the right to suspend any and all its Services for non-payment (which may not be limited to the particular Service in question), and to withhold such Services until all arrears are settled in full on any and all products and Services. While Services are in a suspended state you will have no access to the Services, but will continue to be liable for the full cost associated with the Service(s) and no refunds or pro-rata of any kind will be provided to you for the period in which the Service was suspended.
- If the Customer’s Service(s) are suspended or terminated for non-payment (or any other breach of this Agreement), WEBCORE may charge a reconnection fee for subsequent reactivation of Services. Reconnection Fees are payable in full before any services can be reactivated. WEBCORE may charge multiple reconnections Fees where multiple Service(s) are affected, and may charge “escalating” penalties for repeated non-payment offences. Any prior leniency shown in this regard will not prejudice WEBCORE’s right to enforce such penalties in full at any time (within their discretion). Reconnection of Services may be subject to a waiting period of up to 72 hours, at WEBCORE’s discretion, regardless of when payment is received or cleared.
- If any Fees remains unpaid by the Customer beyond the due date of payment:
- Billing disputes:
- In the case of billing disputes, the onus is upon the Customer to raise such disputes in good time to prevent interruption of services while the billing is in dispute. All invoices shall be sent to Customers by way of e-mail and the Customer is responsible to keep WEBCORE informed of all changes to such e-mail addresses.
- All billing complaints must be directed to WEBCORE in writing must be accompanied by a copy of the bill concerned or the particulars thereof, e.g. username or invoice number, the reason for the dispute; the amount in dispute; and supporting information or documentation, if any.
- WEBCORE will reach a determination regarding the billing complaint and communicate its decision to you within fourteen (14) working days of receipt of the complaint.
- Reparations will be made to Customers with successful disputes by means of an account credit or refund, at WEBCORE’s discretion.
- Amendment of Fees:
- WEBCORE reserves its rights to change its prices at any time on reasonable notice, which will not be less than thirty days.
8. Intellectual Property Rights and Infringements
- All Intellectual Property rights in and to WEBCORE’s Software, Systems, procedures and policies (including, without limitation, copyright, trademarks, designs and patents) relating to or used in connection with the Service(s) provided under this Agreement shall belong to WEBCORE. In addition, all intellectual property rights in and to Suppliers’ software, systems, procedures and policies (including, without limitation, copyright, trademarks, designs and patents) relating to or used in connection with the Service(s) provided under this Agreement and licensed to WEBCORE shall be made available to Customers in the sole discretion of WEBCORE and subject to WEBCORE’s agreement with such Suppliers. The Customer undertakes that it shall at no time, have any right, title or interest in the Intellectual Property of WEBCORE or the applicable Suppliers and agrees that it shall not (or permit any third party to) reverse engineer, decompile, modify or tamper with the software systems, procedures and policies owned by WEBCORE, or any of its Suppliers.
- The Customer agrees to only make use of properly licensed third party software in connection with its use of the Services and agrees to indemnify and hold WEBCORE and any of its members, representatives, officers or employees harmless against all losses, damages, liability, costs and expenses, including reasonable attorney fees, suffered or incurred by them as a result of any third party claims relating to its involvement in any copyright infringement or alleged copyright infringement.
- The Customer warrants that it shall not use the Service(s) to produce, host or present any content in contravention of any person’s Intellectual Property rights, and in particular warrants that it shall recognise, acknowledge and use any content in accordance with any third party’s Intellectual Property rights. The Customer furthermore warrants that it has received all necessary permissions to make use of any Intellectual Property relating to third parties.
- Any specifications, descriptive matter, drawings and other documents which may be furnished by WEBCORE to the Customer from time to time:
- do not form part of this Agreement and may not be relied upon, unless they are agreed in writing by both parties hereto to form part of this Agreement; and
- shall remain the property of WEBCORE and shall be deemed to have been imparted by it in trust to the Customer for the sole use of the Customer. All copyright in such documents vests in WEBCORE and s such documents shall be returned on demand.
9. Protection of Personal Information
- A Party (“Operator”) shall at all times treat and hold all Personal Information it receives and processes from the other Party (“the Responsible Party”) as confidential and must not disclose it unless required by law or in the course of the proper performance of their duties and may only process such information with the knowledge or authorisation of the Responsible Party.
- The Operator undertakes that it will endeavour to:
- in order to protect the proprietary interests of the Responsible Party in and to its Confidential Information and Personal Information the Operator will not at any time, whether during the currency of this Agreement or at any time thereafter, either use any Confidential Information or Personal Information of the Responsible Party or directly or indirectly divulge or disclose any Confidential Information or Personal Information of the Responsible Party to third parties; and
- upon termination, cancellation or expiry of this Agreement the Operator will deliver to the Responsible Party, or at the Responsible Party’s option, destroy all originals and copies of Confidential Information in its possession.
- The aforegoing obligations will not apply to any information which –
- is lawfully in the public domain at the time of disclosure to the Operator;
- subsequently becomes lawfully part of the public domain by publication or otherwise;
- subsequently becomes available to the Operator from a source other than the Responsible Party which is lawfully entitled without any restriction on disclosure to disclose such Confidential Information or Personal Information to the Operator; or
- is disclosed pursuant to requirement or request by operation of law, regulation of court order;
- is required to be processed or retained in terms of any legal obligation or law.
- The Customer consents and agrees as part of the conclusion and performance of contract to WEBCORE Processing Personal Information transmitted to WEBCORE’s System in a way which is consistent with the Service being provided. Where the Customer’s use of the Service(s) leads to the transmission of Processing of Personal Information, which includes personal information to or from the Republic of South Africa, the Customer acknowledges that it has a duty to comply with any relevant statutory provisions dealing with data privacy either in the Republic of South Africa or in any foreign country to which the Personal Information is transmitted. The Customer warrants that it has obtained the consent of any third party for the use and Processing of that party’s Personal Information in this way, or otherwise that such Processing is lawful, and indemnifies WEBCORE from any claim brought by such third party as a result of its failure to do so.
- WEBCORE will use reasonable endeavours to ensure the safekeeping of any Personal Information or content which may be uploaded to the WEBCORE servers from time to time, such as and without being limited to, photographs, websites, videos and e-mail messages (hereinafter collectively referred to as “your data”). However, WEBCORE does not provide any guarantees against data loss, and as such you agree to retain your own backups of your Personal Information and indemnify and hold harmless WEBCORE from any claims as a result of your Personal Information being lost for whatsoever reason.
- WEBCORE shall immediately delete all of your Personal Information from the WEBCORE servers upon termination of the Service or termination of this Agreement. It is thus your responsibility to ensure that you have made local copies of all of your Personal Information prior to the termination of the Service. WEBCORE shall not retain backups of any kind once the Service is terminated.
10. Representations and warranties
- WEBCORE warrants and represents that:
- it has the capacity and authority to enter into and perform in terms of this Agreement and to provide the Services to the Customer;
- it is the owner of or has the right to use any intellectual property employed by it during or as part of the Service(s);
- the Services shall be performed in compliance with South African Law, including the provisions of POPIA and the conditions for lawful processing of Personal Information;
- the Services shall be provided in accordance with the provisions of this Agreement;
- the Services will be performed in a professional manner and that it is and/or it shall use personnel that is suitably qualified and has sufficient knowledge, expertise and competence to perform the Service(s), in accordance with the standard of its industry.
- Save as expressly set out in clauses 1, WEBCORE does not make any representations nor gives any warranties or guarantees of any nature whatsoever in respect of the Service(s) and all warranties which are implied or residual at common law are hereby expressly excluded.
- WEBCORE does not warrant or guarantee that the information transmitted by or available to Customer by way of the Service(s):
- will be preserved or sustained in its entirety;
- will be delivered to any or all of the intended recipients; or
- will be suitable for any purpose;
- will be free of inaccuracies or defects or bugs or viruses of any kind; or
- will be secured against intrusion by unauthorised third parties; and WEBCORE assumes no liability, responsibility or obligations in regard to any of the exclusions set forth in this clause 10.
11. Customer Warranties
In addition to and without limiting any Customer warranty under this Agreement, the Customer undertakes and represents that:
- it has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and
- the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, or result in any violation or breach of, any contract to which Customer is a party.
12. Force Majeure
- WEBCORE shall not be liable for non-performance under this Agreement to the extent to which the non-performance is caused by events or conditions beyond the control of WEBCORE .
- It is expressly recorded that for purposes of this clause the following shall be considered circumstances beyond the control of WEBCORE :
- a Supplier’s fault of interruption that affects the Service(s);
- the non-performance, inability to perform or delay in performance by the upstream provider relating to the provisioning of equipment, services and/or facilities to WEBCORE that affects the Service(s);
- acts or omissions of any government, government agency, provincial or local authority (including disruption or suspension of the provision of municipal services) or similar authority, any laws or regulations having the force of law, civil strife, riots, insurrection, sabotage, acts or war or public enemy, illegal strikes, interruption of transport, lockouts, flood, storm or fire;
- all telecommunications infrastructure and communication line faults;
- failure or unreasonable delay by the Customer to report faults/problems to WEBCORE ; and/or
- the failure of any hardware, software programme, applications(s) or any other computer systems (or any component thereof) or product or service of any third party on whom the Customer relies (whether directly or indirectly) to use the Service(s).
13. Limitation of Liability and Indemnity
- WEBCORE shall not be liable for any loss (including but not limited to loss of data, profits and goodwill), liability, damages (whether direct, indirect or consequential) or expense of whatsoever nature and howsoever arising where WEBCORE’s negligence, failure, delay or inability to perform any of the Service(s), any defect or failure in the Equipment, or due to the occurrence of any of the following events:
- the Customer’s failure to perform, or delay in performing its obligations in terms of this Agreement, including non-payment of fees;
- circumstances that constitute an event of force majeure as contemplated in clause 12 hereof;
- compliance by WEBCORE with any applicable national and international legislation and laws;
- any alteration to the Software and Equipment by the Customer; and/or
- any defect and/or hazard in any third party equipment required by the Customer to be used in the provision of the Services.
- The Customer shall indemnify and hold WEBCORE and any of its members, representatives, officers or employees as well as any third parties whose networks are connected to the WEBCORE System, harmless against all losses, damages, liability, costs and expenses, including reasonable attorney fees, suffered or incurred by them as a result of any claim by any third party, arising out of the provisions of clauses 13
- In the event that WEBCORE is nonetheless held liable, the quantum of WEBCORE ’s liability will not exceed the monthly or pro-rata fees due for the Service that occasioned the loss, in the preceding three (3) months, regardless of whether the claim arises out of negligence on the part of WEBCORE or any other cause.
- From time to time, WEBCORE may deem it necessary to conduct maintenance, repair and/or improvement work on its technical infrastructure by means of which the Services are provided and in order to perform these activities, WEBCORE may have to suspend the Services. WEBCORE undertakes to provided reasonable notice to the Customer by way of a notice on its website and the Customer agrees that all liability on the part of WEBCORE of any loss or damage (whether direct or consequential) thereby incurred or for any costs, claims, or demands of any nature arising therefrom, is excluded.
- Use of the Services indicates that the Customer indemnifies and holds harmless WEBCORE in respect of any damages, loss or costs or claims instituted against WEBCORE arising from any application or subscription to or use of any Service or breach of the Agreement.
- Nothing contained in this clause 13 will limit the Customer’s liability in respect of charges incurred for ongoing Services.
- If the CPA is applicable to this Agreement, and any provision of this clause 13 is found by a court or tribunal with jurisdiction over WEBCORE to be unfair, unreasonable or unjust, then that provision (whether it be a word, phrase or sub-clause) will be severed, and the remainder of this clause 13 will have full force and effect.
- In the case of ambiguity, this clause 13 will take precedence over any expression of the Parties’ intention, whether express or implied, that may be contained elsewhere in this Agreement.
- Without prejudice to any other rights accorded to WEBCORE in terms of this Agreement or any claims which WEBCORE may have for damages against the Customer, if the Customer:
- breaches any of the terms or conditions of this Agreement (other than non-payment due and payable amounts) and fails to remedy such breach within 14 (fourteen) days of notice thereof from WEBCORE ;
- endeavour to enter into a compromise, scheme of arrangement or composition with its creditors;
- allow any judgment against you to remain unsettled for more than 10 (ten) days without taking immediate steps to have it rescinded and successfully prosecuting the application for rescission to its final end;
- commits any act of insolvency, are placed in liquidation or judicial management (in either case, whether provisionally or finally) or, being an individual, your estate is sequestrated or voluntarily surrendered; or
- dispose of a material portion of its undertaking or assets; or
- fails to pay any amount on the due date for such payment, WEBCORE shall be entitled on written notice to the Customer and without any liability or obligation whatsoever, to:
- suspend, discontinue or terminate all Services until such non-payment or breach is remedied to WEBCORE’s satisfaction;
- treat all outstanding amounts, which would otherwise become due and payable over the unexpired period of the Agreement, as immediately due and payable, and to claim such amounts as well as any other amounts in arrears including interest and to cease performance of its obligations hereunder as well as under any other contract with you until you have remedied the breach;
- collect and retrieve all Equipment and the Customer shall advice WEBCORE of the place of storage of such equipment and allow unfettered access to such location to enable WEBCORE to collect the Equipment; and/or
- cancel or terminate this Agreement.
The Customer shall be liable for all costs incurred by WEBCORE in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and own customer scale whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgment.
15. Dispute Resolution
Any dispute which arises relating to or arising out of this Agreement, including the validity, implementation, execution, interpretation, rectification, termination or cancellation of this Agreement, shall be referred to the chief operating officers of WEBCORE and the Customer or alternates appointed by them, who will use their best efforts to resolve the dispute within five (5) business days of the dispute having been referred to them.
16. Notices and Domicilia
- All request by the Customer for amendment or termination of the Services or change of any of the business or personal information of the Customer must be made in writing in accordance with this clause 16. Any notice required to be given in terms of this Agreement shall be valid and effective only if in writing, which shall include electronic communications.
- The Parties select their addresses, where they will accept service of any notice or documents for all purposes as their respective domicilia citandi et executandi the physical addresses appearing therein, as follows:
- WEBCORE: as disclosed on its website; and
- Customer: the latest contact details disclosed and recorded by WEBCORE, provided that it is the responsibility of the Customer to inform WEBCORE of any changes to such contact details.
- The Parties shall be entitled from time to time by written notice to the other, to vary its contact details, which change will take effect on the date on which the notice is deemed to be received by the other party in terms of clause 4 below.
- Any notice given by one party to another party (the “addressee”) which:
- is delivered by hand during normal business hours at the addressee’s physical address shall be deemed to have been received by the addressee at the time of delivery;
- is given by fax shall be deemed to have been received by the addressee on the first business day following the day of successful transmission of the fax;
- is given by pre-paid registered post shall be deemed to have been received by the addressee on the tenth business day following the day of posting; or
- is given by electronic mail shall be deemed to have been received by the addressee on the second business day following the day of successful transmission of the electronic mail.
Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, not
17. Application of the Consumer Protection Act
- A transaction (as defined in the CPA) between you and WEBCORE may or may not fall under the provisions of the CPA depending upon whether certain values set out in clause 2 in respect of the Customer (“Threshold Values”) are below a certain value at the time the transaction is entered into.
- The Threshold Values are the Customer’s asset value or annual turnover, and the value against which they are measured is as determined by the Minister of Trade and Industry by publication in the Government Gazette from time to time.
- WEBCORE ‘s duties towards the Customer may vary depending upon whether the transaction in question is subject to the CPA, and WEBCORE will act upon the information given to it by the Customer in this regard. Consequently:
- the Customer warrants that any statement made to WEBCORE in respect of its Threshold Values is accurate;
- if the Customer claims that all the Threshold Values are below the relevant value, or otherwise that the CPA applies to the transaction in question, WEBCORE may at its instance require the Customer to provide it with financial statements as proof thereof; and
- if the Customer misstates the Threshold Values in such a way that WEBCORE considers for a period that the transaction is subject to the CPA when it is not, all provisions of this Agreement that do not apply to transactions subject to the CPA shall retroactively apply to the transaction in question, and the Customer shall be liable for any damage sustained by WEBCORE resulting from such misstatement.
- This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on either of the Parties.
- WEBCORE may amend the provisions of this Agreement at any time. The amended Agreement will be posted on WEBCORE ’s website (https://www.webcore.co.za/) and WEBCORE will make all reasonable efforts to advice the Customer of the changes. The Customer also had a duty to keep itself informed of the latest version of the Agreement by accessing WEBCORE ’s website on a regular basis. Amendments will become effective 30 (thirty) days after the new version has been published on WEBCORE ’s website. If a Customer wish to object to any of the amendments, it may terminate the Agreement and the termination will be effective one month after receipt by WEBCORE of the written notice of termination, where after all Service(s) will be discontinued by WEBCORE. The Customer may not make any amendments to the Agreement.
- No latitude, extension of time or other indulgence which may be given or allowed by any Party to the other Party in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any Party arising from this Agreement and no single or partial exercise of any right by any Party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver or a novation of or otherwise affect any of the Party’s rights in terms of or arising from this Agreement or estop or preclude any such Party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. Failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
- No waiver, suspension or postponement by any Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.
- All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scriptoand the remaining provisions and clauses of this Agreement shall remain of full force and effect.
- The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
- Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by the Customer (including, but not limited to sub-letting or re-selling of any disk space, server capacity or web hosting) without the prior signed written consent of WEBCORE. In the event of any change in the controlling interest of the Customer, the Customer shall give written notice of such event and WEBCORE reserves the right to terminate the Agreement on written notice to the Customer. WEBCORE shall be entitled to cede, delegate, assign or otherwise transfer any of its right and obligations hereunder to a third party.
- This Agreement will be governed by and construed in accordance with the laws of the Republic of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with South African law. The Customer irrevocably consent to the jurisdiction of the Magistrate Courts in accordance with the Magistrates Court Act 32 of 1944, provided that WEBCORE may institute legal proceedings in the High Court of South Africa.
- The signatories hereto acting in representative capacities warrant that they are authorised to act in such capacities, and accept personal liability under this Agreement should they prove not to be so authorised.
Section 2 - Specific Terms and Conditions
1. Definitions and Interpretations
These specific terms and conditions are read in conjunction with WEBCORE’s general terms and conditions. Unless otherwise indicated, all the definitions contained have the same meaning as those set out in the general terms and conditions.
2. Hosting Services
- WEBCORE ’s shared hosting platform is intended for hosting a website with relevant content and function for a personal or small to medium-size business without the concern of traffic overages. The use of the service should not be indicative for large-scale enterprises or applications where a Dedicated Server would be more suited.
- To ensure the integrity of the network and to offer Customers fair and equal usage across the board, WEBCORE reserves the right to:-
- suspend or deactivate a service, or;
- upgrade a Customer’s shared hosting package on the Customer’s behalf should the Customer’s package be causing degradation of a shared hosting environment which adversely affects other Customers. Reasonable notice will be given to the Customer in the form of electronic mail or by way of other communication methods before any upgrade is actioned.
- WEBCORE may, at times with reasonable notice to Customers, revise or amend its current Shared and Dedicated Hosting
offerings relating to price, features, traffic allocations, and disk sizes.
- The Customer is responsible to advise WEBCORE in writing of its representatives who are entitled to access the server, used for the Hosting Services. WEBCORE shall use all reasonable steps to verify the identity of the representative that wishes to access the server, but will not be liable for any loss or damage that you may suffer due to a non-authorized person gaining access to the server.
- WEBCORE shall not be liable or responsible for the backing up, restoration, or loss of data under any circumstances. Customers are solely responsible for ensuring their Data is regularly backed up and for restoring such backups in the event of data loss or corruption.
- Disk space on shared hosting may only be used for Website Content, Emails and related system files. General data storage, archiving, or file-sharing of documents, files, or media not directly related to the website content is strictly prohibited. Unauthorized storage or distribution of copyrighted materials is prohibited, via FTP hosts or any other means.
- For shared hosting, WEBCORE will implement security updates, software patches, and other updates or upgrades from time to time, to maintain the best performance, at WEBCORE’s sole discretion. WEBCORE is under no obligation to effect such upgrades or to rectify any impact such changes could potentially have on shared hosting customers.
Dedicated, Cloud and VPS Hosting
- WEBCORE shall make a server available to the Customer for its exclusive use. The server will at all times remain WEBCORE’s property, unless it is purchased outright by the Customer. WEBCORE will setup and manage the server on your behalf.
- All Server log files remain WEBCORE ’s property, but we will make a copy available to the Customer on request.
- The Customer is not allowed to remove the service from the location where WEBCORE has installed it, except with the advance written approval of WEBCORE
- WEBCORE shall manage the server, including the hardware, software, and upgrades at its sole discretion.
- If the server becomes the target or source of any form of denial of service attack and WEBCORE believes that there is no other possible solution at that point in time, we may disconnect the Server, and it’s assigned IP address, from the network.
- WEBCORE shall not be responsible for the Customer’s software, installed by the Customer that you may install (and any vulnerabilities that may result from the use of the software).
- WEBCORE , expressly disclaims any direct, indirect, incidental, special, punitive, consequential losses or damages, of whatever nature including which arise or may arise from (a) the Service or the hosting of any content, application and/or data of whatever nature (b) maintenance and/or upgrades (c) installation and/or use of any customer software or other software on the Customer’s website and/or database. The Customer indemnifies WEBCORE against all loss, damages, claims and liabilities of whatsoever nature as a result of any claim instituted by a third party.
- WEBCORE does not allow the following services to run on it’s infrastructure: Gaming servers, none-compliant financial offerings or investment schemes. Should it be found that a client’s service hosts any of the aforementioned: WEBCORE reserves the right to terminate the service immediately.
- WEBCORE endeavours to replace or repair failed hardware within 24 hours from a hardware failure notification.
Managed Hosting (Addon to Hosting Services)
Managed Hosting is an extension of services where WEBCORE agrees to help customers to manage their ordered HOSTING service. Services will be offered as per the description on WEBCORE’s website(s).
Managed hosting is not included in the hosting fees and is invoiced in addition to the hosting. No hosting management or cPanel level support is provided in the general hosting service.
Management consists of the following services:
- Daily Backups with 30 days retention policy (Acronis)
- 24×7 Monitoring of server (this does not include any application Monitoring)
- Managed Windows Operation System (OS) Updates
- Firewall management
- Endpoint Security
- Day-to-day management assistance up to 1 hour per month (on Request)
- 1 hour of system administration per month (on Request)
- Priority Technical Support (via SLACK)
WEBCORE will define scheduled maintenance windows in order to perform the above tasks. We will not manage or be responsible for any third-party application installed on the server. WEBCORE cannot be held responsible if there is any incompatibility between our Systems and any other third-party application used or installed by the customer. We will manage the Server, including the hardware, software, and upgrades at our sole discretion.
3. Domain Services
- Domain name spaces are managed and administered by various Administrators and therefore registration of Domain Names on these Domain Name spaces are subject to the administrator policies, which may be amended from time to time.
- WEBCORE utilises the services of HostAfrica, Diamatrix, and Resellerclub, to register all domain names subject to the terms and conditions of these registrars respectively, as amended from time to time;
- The registration, maintenance, or, transfer of a Domain Name is subject to the terms and conditions of these Administrators and Registrars which allocate and govern these Domain Names. The Registrars may change or be replaced from time to time, and WEBCORE may change its registration provider from time to time.
- All Administrators and Registrars’ terms and conditions are binding upon the Customer by reason of Customer’s acceptance of these terms and conditions.
- The following principles apply with regard to Domain Name registrations:
- Domains Names are made available on a “first-come, first-served” basis. WEBCORE cannot guarantee that the Domain Name requested by you is available for registration;
- WEBCORE does not permit “cybersquatting” (also known as “domain squatting”): registering a Domain Name in bad faith with the intention of profiting from the goodwill of a trademark belonging to someone else;
- By registering a Domain Name, the Customer will obtain the right of usage to the domain name. Continued usage of the Domain Name depends on the Administrator’s policies and the continued payment of the applicable registration fees.
- WEBCORE will maintain the Domain Name for you as part of the Service insert our details as the billing and technical contact of the Domain Name, unless you register the Domain Name yourself or manage the Domain Name record directly with the applicable Registry. If we provide the administrative services, you will continue to retain control of your Domain Name.
- Any Internet Protocol (IP) address that WEBCORE allocates to you will remain our sole property. We give you a non-exclusive, non-transferable license to use the IP address for the duration of our agreement with you.
- All new co.za registrations are allowed a grace period of five consecutive days immediately following the registration of the Domain Name, during which you can cancel your Domain Name registration with minimal cost implications. If you cancel your Domain Name registration during a grace period, it will be assigned a ‘pending release’ status and will not become available for release until the five-day grace period expires. You will be charged a grace period administration Fee of R25 for co.za domains and R45 for all other domains. Once the grace period has expired, the Domain Name will be released and removed from the Registry database, making it available for anyone else to register. You will receive a refund of the registration fee minus the grace period fee. You will not be able to transfer the Domain Name to another Registrar during the grace period.
- Domain Names are registered for one year, which registration may be renewed. It is your responsibility to ensure that your Domain Name does not lapse.
- In order to complete the registration on your behalf, we will request you to provide your business or personal information. WEBCORE will not be held responsible if you provide incomplete or inaccurate information that will lead to a delay in the registration process, subsequently resulting in the Domain Name being registered by someone else.
- You warrant that:
- you are entitled to register and use the Domain Name; or
- you have the consent of the Registrant to use the Domain Name if you are not the owner; or
- you are not prohibited by law or otherwise from registering the Domain Name; and
- in using the Domain Name, you have not violated any Intellectual Property Rights of any person who may lawfully claim title to the Domain Name or to any word or name forming an essential part of the Domain Name.
- The following gees will be charged by WEBCORE
- Annual Administrator Fee for the Domain Name
- Our Service fee for applying for, and where applicable, maintaining the registration of the Domain Name on your behalf;
- All expenses or charges relating to the registration, transfer, renewal or redemption of the Domain Name
- The hosting fee includes only the hosting of the domain and the rental space and settings available in the control panel. Although WEBCORE will endeavour to provide assistance with the domain, additional services such as, but not limited to, DNS management, work on the control panel like creating emails or assistance with end-user support such as setting up emails on a client computer is not included in the hosting fee and may incur additional charges.
Change of information
- It is not possible for WEBCORE to amend the actual Domain Name itself. If there has been an error in the spelling of a Domain Name it will need to be canceled and a new registration created. Unless you request the change within the five-day grace period, you will be required to pay a fee to the registrar.
- The Customer (as the “Registrant”) or its agent can change Registrant information (for example the Registrant’s name, email address, telephone number, and physical address).
- Various alternate dispute resolution mechanisms apply for Domain Names registered globally and include:
- the Uniform Dispute Resolution Policy adopted by ICANN for certain gTLDs;
- the Alternate Dispute Resolution Regulations in terms of the Electronic Communications and Transactions Act, 2002, applicable in South Africa; and
- similar proceedings in other ccTLDs.
- Disputes between you and any third party about registration or use of any Domain Name registration may be brought under any available alternate dispute resolution mechanisms, court, or arbitration tribunal.
- We will not participate in any way in a dispute between you and a third party. If you involve us in any dispute, you indemnify us against any loss or damage that we may suffer or expense that we may incur (including legal costs we incur on the attorney and own client scale and you will be liable to pay our attorney’s fees).
- Note that the Domain Name will be “frozen” until a hearing or adjudication on the matter has been finalised. Locked Domain Names, although not removed from the zone file, will not be able to be updated, cancelled, re-instated or released until they are unlocked.
Domain Names Renewals
- The domain renewal fee will be added to the invoice generated for the month that the renewal must take place. The domain lease period will be stated on the invoice.
- If you do not want to renew the Domain Name, you must provide written notice via email to WEBCORE. This notice must be given at least 33 Business Days prior to the domain name renewal date.
- If you do not give the required notice, we will automatically renew the Domain Name and a renewal fee will be added to your next invoice.
- If you fail to pay us any cost or charge relating to the registration, renewal, update, change, or administration of any Domain Name, we may:
- exercise a lien (right to withhold) over the Domain Name until the relevant cost or charge has been paid;
- obtain or allow the suspension, termination, or deletion of the Domain Name; or
- transfer the Domain Name to another Registrant.
Termination of the Domain Services
- If the Domain Service is terminated for any reason, we may, without incurring any liability, notify the relevant Registrar or Registry of the termination and instruct the Registrar or Registry to remove us or any of our systems as the host of the Domain Name even if no replacement is available.
- If any of the Administrators, Registrars or Registries amend, suspend or terminate its provision of a Domain Service or any other aspect of its services upon which we depend for the provision of the Domain Service to you, we will try to ensure the continuance of the Domain Service. If we are unable to ensure the continuance under any circumstances, we will not be liable to you or any other third party for any loss or damages (as contemplated in our Hosting Terms) you or any third party may suffer arising from, or in any way relating to, the termination of the Domain Services.
- The domain and hosting terms and conditions are read in conjunction with WEBCORE’s general terms and conditions
4. Website Design and Maintenance
Fees and Term
- The fixed monthly terms are for a basic website design. After the initial client meeting to discuss the website requirements WEBCORE will indicate if the basic fee will cover the website design entirely or if there will be an additional charge.
- Any changes to the website requirements or complexity during the development stage (or anytime after the initial scope of work has been agreed upon) will incur additional costs. These costs must be agreed upon before that work continues.
- The maintenance agreements have a fixed term of 12 months and thereafter shall be renewed for another 12 months until terminated by either party giving at least 1-month notice in writing of the intent to terminate the agreement.
- If The Client terminates the contract during a 12 month cycle The Service Provider reserves the right to charge a termination fee to cover incurred costs for that cycle. Termination of service will also terminate all licenses.
- Website files, databases and designs remain the property of WEBCORE. The site data may not be transferred to another host and will be deleted when the contract expires or if not renewed.
- Late payments will result in the suspension of the service, including Website Maintenance Services and any Hosting Services.
The following services are included in the various packages. Some services may only be available in higher-tier packages and will be agreed upon in the personalized SLA.
Services – Once Off
- A free initial .co.za domain registration. This domain applies only to the domain being used for the website maintenance.
- Installation and licensing of a premium Theme, software, and initial basic template website design with the package-defined number of pages.
- Package-defined SEO design
- E-Commerce setup, depending on the package.
- Package-defined number of e-commerce products.
Services – Monthly & Annual
- Free annual “.co.za” domain renewal. This applies only to the domain being used for the website maintenance. This is not applicable if the domain is not registered under WEBCORE’s portfolio.
- SHARED website hosting with a package-defined number of mailboxes and hosting space.
- The monthly SLA hours defined in the packages include:
- Updating of the website CMS & associated assets.
- Updating of the website CMS & associated assets.
- Updating of Security Software & Firewall.
- Additional Website & Database backups.
- Monthly analytics reports via a dashboard with pre-defined statistics.
- Edit, revise or update new website content.
- Consultation on the use of the website’s Content Management System (CMS).
- Consultation on SEO design. (Maintenance package dependant)
- Software and security updates, compatibility checks, backups and analytical reports average around 30 minutes to 1 hour per month, depending on the volume and complexity of the updates released during that month. Additional editing of the website and revision or the update of website content cannot be guaranteed under the 1-hour monthly maintenance service. The client will be informed of any work that will fall outside the monthly scope.
- Regular software updates contribute to website security. Some website assets (for example, WordPress, plugins, themes, or backend PHP updates) may become incompatible with those updates, requiring work not included here. The Service Provider will notify The Client in advance and will continue with such work only if desired or needed by The Client at an agreed cost.
Excluded and additional services
- The following, non-exhaustive list of services are not covered by this agreement and may incur additional charges:
- Signing up directly with 3rd party vendors on behalf of the client (For example, Payment gateway & bulk mail service providers). These are service level agreements signed between The Client and these vendors directly. Limited assistance and guidance may be provided if needed.
- Image manipulation or editing. WEBCORE can incorporate image manipulation experts at an additional fee. These experts will liaise directly with the client.
- Any support to any visitors, patrons, members, or subscribers, which includes but is not limited to display, navigation, login or purchase issues that they may encounter.
- Website Code Development.
- Creation of website content (specifically text or images) for new pages, blogs, or posts (content to be provided by client).
- Google or Social Media AdWords, Campaigns, or Campaign Budget.
- Client desktop support, including setting up emails or troubleshooting end user-specific problems. WEBCORE can incorporate image manipulation experts at an additional fee. These experts will liaise directly with the client.
- The development or purchase of any add-ons to the website beyond the basic website functionality, excluding such items that have been quoted already, unless agreed upon by both parties.
- Redesign or large changes to the website after the initial build.
- Any services not specifically listed.
- Any software or licenses not covered by the theme and addons generally used by The Service Provider. Any software not covered by the monthly fee will be quoted before implementation.
- Any revisions, additions or redesign requests not specified in this document shall be considered “additional” and will require a separate agreement and payment. The Service Provider shall advise The Client on any requested works that are not included in the monthly fee before the commencement of the requested work.
- Any services provided outside the listed included services will be charged at an additional fee.
Shared Hosting Services
- These terms are to be read in addition to the terms of the hosting service
- Basic, Advanced and Premium Website Maintenance packages are all run from one of The Service Provider’s shared hosting servers that share resources among multiple clients.
- Due to the nature of these environments, the services are best-effort and The Service Provider cannot guarantee 100% resource availability at all times.
- If more resources are required, or improved page speeds are needed, a custom, dedicated hosting package may be required. Prices are available upon request.
Response Time & Deliverables
- The Service Provider will respond to all management requests from The Client within 24 hours on normal business days via email or phone with a confirmation that the request was received and the estimated completion date for each action item in the request.
- The Service Provider will endeavor to meet quoted deadlines. In the event that the Service Provider has any issues in delivering on the quoted deadline, The Client will be notified via email or phone with an explanation of any delays.
- Changes in the initial requirements of a website, whether in design, functionality, or other, may result in the recalculation of deadlines.
Software License Rights
- All software, themes, add-ons, and designs used on the website (“The Software”) is provided to The Client on loan and remains the property of The Service Provider.
- The Client cannot transfer The Software to another host as the software in it’s entirety is the property of WEBCORE.
- The Service Provider grants The Client a royalty-free, world-wide, non-transferable, non-exclusive license to use The Software, as agreed upon in this agreement. For the avoidance of doubt, this Agreement does not transfer or grant to The Client any right, title, interest or intellectual property rights to The Software.
- In relation to the Service Providers’ obligations under this Agreement in connection with the provision of the Services, The Client grants to the Service Provider a royalty-free, world-wide, non-exclusive licence to use The Client’s content and all text, graphics, logos, photographs, images, moving images, sound, illustrations and other material and related documentation featured, displayed or used in or in relation to the Website (“The Client Content”).
- The Client undertakes that he will not himself or through any third party, sell, lease, license or sublicense The Software or The Client Content. If The Client is permitted under this Agreement or by law to make any copies of The Software, the Client must reproduce all proprietary notices of the Service Provider on the copies.
- The Service Provider may make such copies of The Client Content as may be necessary to perform its obligations under this Agreement, including backup copies of The Client Content. Upon termination or expiration of this Agreement, The Service Provider shall destroy or deliver to The Client all such copies of The Client Content and other materials provided by the Client as and when requested by the Client provided that full restitution has been made for services rendered.
- This Agreement does not transfer or grant to The Client any right, title, interest or intellectual property rights in the Service Provider’s Ideas, Concepts, Designs and or Developments whether or not those services were paid for by the Customer.
- The Client hereby authorizes The Service Provider to access, edit and update their web hosting account, Client Content, website CMS and Website files over any required protocol, including but not limited to Web Access, FTP or SSH as may be necessary to perform its obligations under this Agreement.
- The Client authorises The Service Provider to add a custom website footer displaying The Service Provider details, copyright and link to their website.
- The Client agrees to indemnify and hold The Service Provider and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against The Service Provider arising out of any breach by The Client of the terms of this Agreement or other liabilities arising out of or relating to the Website, Hosting or 3rd party integrations.
Disclaimer of Warranties
- The Service Provider does not warrant that the website management service will meet all The Client’s expectations or requirements. The entire risk as to the quality and performance is with the customer, except as otherwise specified in this agreement. To achieve, for example, certain page speeds, Search Engine Rankings, higher-tier packages may be required.
- The Service Provider shall have the right to terminate this agreement with immediate effect by notice in writing to The Client if The Client fails to make payment when payment is due.
5. Secure Sockets Layer (SSL) Certificate
- Secure Sockets Layer (SSL) Certificate(s) is/are a third party application software that allows secure encrypted software communication between a web server and a browser vice versa.
- WEBCORE has the authority to resell SSL Certificate(s) as per the price, terms and conditions on its website which is subject to variation and/or change from time to time. The terms and conditions of the third party supplier of the SSL Certificate(s) will be applicable to the Customer.
- If any third party supplier of SSL Certificate(s) suspends, terminates, or in any way interrupts the continued operation of such SSL Certificate(s), WEBCORE will try to ensure the continuance of such third party application. If we are unable to ensure the continuance under any circumstances whatsoever, we will not be liable to you or any other third party for any loss or damages to you or any third party may suffer arising from, or in any way relating to, the suspension, termination and/or interruption thereof.
6. Fair Use Policy
- In order to provide all Customers with proportionate and fair access to the network resources, WEBCORE operates a fair use policy.
- During high levels of usage, WEBCORE ’s fair use policy will restrict the available connection speed of Customers identified as having made a disproportionate use of network resources.
- WEBCORE will monitor each Customer’s total download and upload volume throughout each month to identify those Customers with a disproportionate usage profile. Customer usage will be calculated on a monthly basis, as a result, WEBCORE will reset the monitored volume to zero at the commencement of each month.
- WEBCORE’s fair use policy restricts only the speed of access, it does not limit the time connected to the internet through broadband or reduce the overall download and/or upload volume of any Customer or user.
- WEBCORE will not be liable to you or any other third party for any loss or damages to you or any third party may suffer arising from, or in any way relating to, the restriction of access of speed as a consequence of operating its fair use policy.
- Currently the following thresholds apply:
VPS SSD S – 400 GB
VPS SSD M – 600 GB
VPS SSD L – 1000GB
VPS SSD XL – 1500GB
VPS SSD XXL (and bigger servers) – 2000 GB
- WEBCORE may suspend customers or terminate customer contracts at its sole discretion in case of ongoing violation of these thresholds.
7. Refund Policy
- Money-back Guarantee
If you feel our services are not the right fit for you, we offer a refund on hosting fees if all the following conditions are met:
- Refund request is submitted within 30 days of the initial order,
- Client had no services with us 12 months prior to the order that the refund request pertains to,
- Refund is not requested for a non-refundable product/service.
- Non-refundable products/services
No refunds will be given for any product/service we purchase from third-party suppliers where refunds are not possible. This includes:
- SSL Certificates
- All software licences including but not limited to Acronis™ backup licence, cPanel account licences, all Plesk licences, Windows Server Standard, Remote Desktop, MS SQL, MY SQL, MS Office, including any and all software licenses used on websites.
- Refund disbursement methods
Refunds will be paid out in the form of monetary value in the currency of the initial order.
- Refunds of bank transfer payments or EFT are done via bank transfer with the banking details supplied by the account holder.
- If the request email is sent from the authorised email address on the billing account, we require banking details and proof they are the bank account holder before we approve the refund.
- If request is not sent from the authorised email, we require banking details, proof they are the bank account holder, copy of ID and copy of company registration document before we approve the refund.