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Last Updated: 06.01.2023
SECTION A: GENERAL TERMS & CONDITIONS
8.1. PaintedRobot shall provide a Proposal to the Customer for each project. The Proposal forms part of this agreement.
8.2. The Customer assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirements before signing the Proposal.
8.3. The Customer shall return the signed Proposal by digital signature software or email as described in clause 7. Upon receipt of this order acknowledgement, a contract shall be created between PaintedRobot and the Customer for the supply of the Service.
8.4. By purchasing the Service, the Customer acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by them.8.5. Where the Service includes Web Hosting, the Customer acknowledges that they have read the Acceptable Use Policy (AUP), understands it and agrees to be bound by it.
PaintedRobot supplies a wide range of Services. Some of the terms and conditions herein vary according to the Service specified in the Proposal. This Section A contains general clauses; additional clauses are specified according to the Services specified in the Proposal and are contained in Sections B-F.
1. INTERPRETATION
1.1. In these Terms and Conditions the following definitions apply:“PaintedRobot” means PaintedRobot Inc. or any of its subsidiaries or Partners providing PaintedRobot related products and services;
“Partner” means an authorized partner of PaintedRobot who provides solutions that include PaintedRobot solutions, bound by a Partner agreement;
“Customer” means the individual or company to whom the invoice is addressed;
“Proposal” means the order form completed and signed by the Customer; this Proposal may refer to supporting documentation providing detail and scope for the project;
“Purchase Price” means the price for the Service as detailed in the Proposal;
“Service” means the goods or services specified in the Proposal;
“Software” means the software that is used to provide the Service;
“Subscription” means the monthly charge specified in the Proposal for the ongoing provision of the software and support;
“Web Hosting” means the provision of a web service that responds to a browser’s request for web content with the content requested. It also includes the provision of any file hosting service accessible through FTP. It does not include other services such as domain management, email hosting and Internet connectivity to/from the Customer’s premises;
“First Line Support” means initial analysis and fault logging;
“Support Time” means the time spent assisting the Customer with issues related to the Software outside the scope of the Proposal, or following project sign-off. It includes administration time related to the issue, including but not limited to the time taken to log details of telephone calls;
“Confidential Information” for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this Agreement;
“Deliverable” means a set of goods or services that may be delivered at one time, for example: a design draft, a collection of printed items, a marketing plan document, a consultation meeting, a website project or other electronic content;
“Event” means a Service delivered on a particular date, for example: a training course, a hospitality event, a speaker delivering a presentation, or a series of presentations;
“Business Day” means any day which is not a Saturday, Sunday or a bank or public holiday in Canada;
1.2. In these Terms & Conditions (except where the context otherwise requires):
1.2.1. the clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;
1.2.2. use of the singular includes the plural and vice versa;
1.2.3. use of any gender includes the other genders;
1.2.4. any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);
1.2.5. any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:
a) such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
b) any former legislation which re-enacts, consolidates or enacts in rewritten form.1.2.6. any phrase introduced by the terms “including”, “include”, “in particular”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. FORCE MAJEURE
PaintedRobot shall not be liable for any delay or failure in performance of its obligations under this agreement which is due to or results from any circumstances beyond its reasonable control. In any such event PaintedRobot shall be entitled to delay or cancel delivery of the Service.
3. LAW
This Agreement shall be binding upon the heirs and assigns of the parties and shall be governed by and interpreted according to the laws of the Province of Ontario, Canada.
4. SEVERABILITY
4.1. If any term or provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or in conflict with the law, the validity or enforceability of the remainder of this agreement shall not be affected thereby.4.2. If any provision of this Agreement is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
5. WAIVER
No failure or delay by either party in exercising, wholly or partially, any of its rights with regard to any breach or default of this agreement by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.
6. ASSIGNMENT
The Customer may not sub-licence, assign, transfer or otherwise dispose of its rights under this Agreement or any part of it without the written consent of PaintedRobot.
7. NOTICES
7.1. Any notice or other communication pursuant to this Agreement must be in writing and signed by or on behalf of the party giving it and may be served by pre-paid first class post to the address of the relevant party as set out in this Agreement, or subject to the provisions of clause 7.2 by email. All such notices or demands shall be deemed to have been received:
7.1 in the case of pre-paid first class post two Business Days after posting; and7.2. A communication sent by email shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a reply email to include the communication being acknowledged.
8. THE PROPOSAL
8.1. PaintedRobot shall provide a Proposal to the Customer for each project. The Proposal forms part of this agreement.
8.2. The Customer assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirements before signing the Proposal.
8.3. The Customer shall return the signed Proposal by digital signature software or email as described in clause 7. Upon receipt of this order acknowledgement, a contract shall be created between PaintedRobot and the Customer for the supply of the Service.
8.4. By purchasing the Service, the Customer acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by them.8.5. Where the Service includes Web Hosting, the Customer acknowledges that they have read the Acceptable Use Policy (AUP), understands it and agrees to be bound by it.
9. CANCELLATION
9.1. The contract may not be cancelled following order acceptance unless a trial or rejection period has been agreed in advance. At the sole discretion of PaintedRobot, a contract may be cancelled either wholly or in part subject to timing, and only once agreement in writing has been notified to the Customer according to clause 7.
9.2. For retained work billed monthly and where no contract period has been explicitly stated on the Proposal, the contract may be terminated by the Customer giving 1 months’ notice in writing according to clause 7.
9.2 B For hourly work the Customer may stop using PaintedRobot’s on demand hourly services at any time but must give notice by email and have proof of acknowledgement from either a project manager or owner at PaintedRobot. PaintedRobot will not be obligated to push or update any pending or final work until all hours worked have been paid.
9.3. Unless otherwise stated in the Proposal or subject to clause 9.1 and clause 9.2, the contract may not be cancelled except by agreement in writing of both parties and upon payment to PaintedRobot of such amount as may be necessary to meet the costs incurred to PaintedRobot up to the date of cancellation and to indemnify PaintedRobot against all loss resulting from the said cancellation.9.4. The Customer shall have no right to seek any cancellation or repayment of job costs on the basis of style or composition.
10. CONFIDENTIALITY
10.1. During the period of this Agreement and for a period of 3 years after both parties undertake:
10.1.1. to keep the Confidential Information confidential;
10.1.2. not to use the Confidential Information for any purpose except the performance of its obligations under this Agreement; and
10.1.3. not to use the Confidential Information so as to procure any commercial advantage over the other party.
10.2. The obligations contained in clause 10.1 above shall not apply to any Confidential Information which:
10.2.1. is already in the possession of the disclosing party other than as a result of a breach of this Agreement;
10.2.2. is at the date of this Agreement or at any time after the date of this Agreement comes into the public domain other than through breach of this Agreement; or
10.2.3. is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.
10.3. Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 10 by its employees, agents and sub-contractors.
10.4. The Customer agrees that the ideas, materials and other documents relating to the Service are confidential and all proprietary rights belong to PaintedRobot and shall not be used or disclosed except as permitted by this agreement.10.5. This clause 10 shall survive the termination of this Agreement for whatever reason.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. Once full payment has been made and the deliverables have completed and signed off, the ownership of the rights to the deliverables created will pass to the Customer.
11.2. Third party materials, such as Plugins or Themes, used in the deliverables may be subject to usage liabilities such as royalties and license fees. PaintedRobot shall procure such license as necessary for the use of third party materials for use within the scope of the Proposal. The Customer should obtain written consent from PaintedRobot for use of any part of the deliverables outside of the scope of the Proposal.
11.3. Unless otherwise stated in the Proposal, PaintedRobot reserves the continuing right to use any deliverables it produces for the promotion of its services.11.4. Where the Proposal includes Software created by PaintedRobot, PaintedRobot retains ownership of all copies of the Software and the Intellectual Property Rights (IPR) therein. The Customer has no rights to the Software or the IPR contained therein.
12. LIABILITY
12.1. The following provisions set out the entire financial liability of PaintedRobot (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Customer in respect of:
12.1.1. any breach of this Agreement; and
12.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
12.2. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.3. Nothing in these conditions excludes or limits the liability of PaintedRobot for death or personal injury caused by negligence or for fraudulent misrepresentation.
12.4. Subject to clauses 12.2 and 12.3:
12.4.1. PaintedRobot shall not be liable to the Customer for any loss or damage, costs or expenses (whether direct, indirect, incidental or consequential and whether relating to loss of profit, loss of business, business interruption, loss of data, depletion of goodwill or other such losses), suffered by the Customer which arise out of or in connection with the supply of the Service or their use by the Customer.
12.4.2. The Customer assumes all risks as to the suitability, quality, and performance of the Service.
12.4.3. PaintedRobot’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to, and in no event shall exceed, the amount originally paid to PaintedRobot for the Service.
12.4.4. PaintedRobot shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements.
12.4.5. It is the responsibility of the Customer to ensure that the deliverables comply with all laws, regulations and codes in all countries where the deliverables are used. The Customer agrees to indemnify PaintedRobot against any costs arising from the use or misuse of the deliverables.
12.5. No verbal or written information or advice given by PaintedRobot or its dealers, distributors, employees, agents or subcontractors shall in any way extend, modify or add to these conditions.
13. PAYMENT TERMS AND PRICING
13.1. Where a deposit is required, PaintedRobot is not obliged to carry out any work before the deposit is received. In the event that any preliminary work is carried out prior to receipt of the deposit and the order is then cancelled PaintedRobot will invoice the Customer for this work.
13.2. The Purchase Price is exclusive of HST. HST shall be charged at the prescribed rate at the date of invoicing. The Customer shall pay the HST to PaintedRobot as if it were part of the Purchase Price and all requirements and other provisions concerning payment of the Purchase Price shall apply accordingly.
13.3. The Purchase Price, once accepted by both parties as signified by the receipt of a signed Proposal, is applicable for 12 months from the date of signing. PaintedRobot reserves the right to increase the price of any work outstanding after that period.
13.4. Prior to each payment due date, PaintedRobot shall issue an invoice to the Customer. Unless otherwise stated in the Proposal, each invoice is payable within 7 calendar days.
13.5. If the Customer fails to make payment on a due date then without prejudice to any other right or remedy available to PaintedRobot, PaintedRobot shall be entitled to suspend or terminate the Service.
13.5.1. Should a payment be late by 30 or more days, PaintedRobot may suspend the Service.
13.5.2. Should a payment be late by 60 or more days, PaintedRobot may terminate the Service.
13.6. In the event that any payments due under these terms and conditions become overdue, interest on such amounts shall be payable by the Customer, from the due date to the actual date of payment, after as well as before any judgment, at the rate of 3%. Such interest shall accrue on a daily basis and be compounded quarterly.
13.7. In the event that any payments due under these terms and conditions become overdue, PaintedRobot reserves the right to add a fee of $50+HST to cover the costs of administration of the debt.
13.8. All payments shall be paid in full without set off, deduction or counterclaim whatsoever.
13.9. Where any invoice includes a reduction due to an agreement to pay by Direct Debit or Standing Order, should the payment not be made by such means, PaintedRobot reserves the right to recharge the reduction.
13.10. PaintedRobot reserves the right to vary the Purchase Price according to further requirements made by the Customer subsequent to order acknowledgement. Any such variation shall be advised by PaintedRobot in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.
13.11. Where the Proposal includes design work, unless otherwise stated in the Proposal, the Purchase Price includes an allowance for two sets of changes to each deliverable. Additional changes shall be charged at the prevailing hourly rate. Any such variation shall be advised by PaintedRobot in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.
13.12. The charge for carriage of goods is at additional cost to the Customer, unless otherwise stated in the Proposal.13.13. PaintedRobot reserve the right to charge expenses when fulfilling the work. Any mileage shall be charged at the rate of 54¢ per kilometre. No expenses shall be incurred without the Customer’s express written agreement.
14. CHANGES TO TERMS AND CONDITIONS
14.1. PaintedRobot reserves the right to change these Terms and Conditions at any time. The most current version of these Terms and Conditions may be found on our website.
14.2. When changes are made to the Terms and Conditions a notice shall be placed in our email newsletter. The Customer shall be deemed to have accepted such changes if they have not notified any objections to such changes within one calendar month of the notice.14.3. The most current version of the Terms and Conditions shall supersede all previous versions.
15. ENTIRE AGREEMENT
15.1. This Agreement and the documents referred to in it, constitute the entire agreement and understanding of the parties and shall supersede any previous agreement between the parties relating to the subject matter of this Agreement. No variation of this Agreement shall be valid unless in writing signed by both parties or unless the client pays an invoice that has a link to terms and conditions on it that states that the client, by paying the invoice, agrees to the terms and conditions version that is provided by the link.
15.2. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) which it may have relied on in entering into this Agreement. The only remedy available to it shall be for breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
Should you have any questions concerning these Terms and Conditions, contact PaintedRobot before submitting a signed agreement to any Proposal.
SECTION B WEBSITE SERVICES
16. PAYMENT TERMS AND PRICING
16.1. Unless otherwise stated in the Proposal, the Purchase Price for a website project shall be payable to PaintedRobot by the Customer as follows:-
16.1.1. 50% non-refundable deposit payable on receipt of the order acknowledgement; and16.1.2. 50% upon approval from the Customer representative(s) that the website is ready to “go live”.
17. PRODUCTION REVISION POLICY
17.1. PaintedRobot delivers exceptional development services at a competitive cost. In order to keep production costs competitive, PaintedRobot has a revision policy in place to ensure timely production while meeting client expectations. Unlimited revisions are not included during the production of PaintedRobot projects.
PaintedRobot will accommodate up to TWO ROUNDS of minor visual revisions per development phase and based on the criteria listed below. Excessive revisions will incur additional fees and may result in project delivery delays.
The best way to avoid excessive revisions are:
Clearly communicate all necessary information on a Creative Brief before production begins
All participants (owners, decision-makers, etc…) involved in the approval process should carefully consider any instruction prior to production and during revision requests
When revisions are required, please provide written direction that is specific, concise and includes ALL required changes at one time
Chargeable Revision requests include but are not limited to:
Revising text/fonts
Replacing one photo with another
Complete re-design
Client changes their mind
Major layout/position/design tweaks
If PaintedRobot or vendor is at fault, no fees will be charged to the client.
17.2. Additional revisions are chargeable at the standard PaintedRobot rate which is currently $80 per hour billed in 15 minute increments.
18. SOFTWARE
18.1. The Customer assumes sole responsibility for ensuring that the Software functionality meets its requirements before signing the Proposal.
18.2. Unless the Proposal explicitly states otherwise, the Customer bears all cost for modification to the Software in the event that the Customer discovers, subsequent to signing the Proposal, that the Software functionality does not meet its requirements
18.3. No Software or Internet service can ever be guaranteed to be 100% reliable. PaintedRobot shall not be liable for any losses caused resulting from the use of (or inability to use) the Service, due to faults in the Software or underlying software, hardware, networks or any other cause of failure.18.4. PaintedRobot does not warrant any Software that has been altered or changed in any way by anyone other than PaintedRobot. PaintedRobot is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by PaintedRobot.
23. OWNERSHIP OF CONTENT
23.1. The Customer is legally responsible for the content of their website(s).
23.2. PaintedRobot does not infer ownership of the design or content of the Customer’s website(s).
23.3. The data that a Customer is entitled to take from its website(s) upon termination of its contract with PaintedRobot includes the following:
23.3.1. The graphical design of the website(s) and the entitlement to reproduce this design within other websites.23.3.2. All text and imagery incorporated as part of the website(s).
24. THIRD PARTY SOFTWARE/SERVICES
24.1. Where the Proposal includes any third party software and/or services as part of the Proposal, PaintedRobot will provide First Line Support only. Where the fault is caused by the third party software and PaintedRobot is unable to correct the fault PaintedRobot will use its reasonable endeavors to ensure that the problem is reported to the relevant third party for resolution.
25. TERMINATION
25.1. Upon termination the Customer must return or destroy any documentation associated with the usage of the Service.
26. SOFTWARE
26.1. PaintedRobot shall install and/or configure the Software only as specified in the Proposal. Further to project sign-off PaintedRobot does not provide any warranty whatsoever. This includes the Web Hosting, server network, connectivity or any software.
26.2. Project sign off is signified by the customer’s final payment in relation to the initial website build.
27. ACKNOWLEDGEMENT
27.1. By purchasing the Service and/or using the Software, the Customer acknowledges that it has read these Terms and Conditions and the Acceptable Use Policy (AUP), understands them and agrees to be bound by them.
Should you have any questions concerning these Terms and Conditions, contact PaintedRobot before submitting a signed agreement to any Proposal.
SECTION C: THE PROPOSAL
As specified in Section 8.1, PaintedRobot shall provide a Proposal to the Customer for each project. The Proposal forms part of this agreement and will be added to Section C of this document upon completion.
SECTION D: SUPPORT TERMS
28. SUPPORT TERMS
PaintedRobot offers hourly ticketed support to our customers at a rate of $90/hour CAD. PaintedRobot reserves the right to change this rate at any time but will provide 30 days notice to all clients on hosting plans. PaintedRobot reserves the right to refuse any support requests as support is not tied to any billing plans such as hosting and is simply a discretionary hourly service that PaintedRobot offers to customers. Customers have the right to access their own website backend or contract any 3rd party support that they would like to. If they choose to do this the conditions in section 29. Web Hosting Apply.
SECTION E: WEB HOSTING
29. WEB HOSTING
29.1. The monthly fees for the Web Hosting service are chargeable from the point at which the service is made available to host the website. This could be the time at which a website project moves to the ‘build’ stage or when the Customer requests a transfer from another Web Hosting provider.
29.2. The Customer may terminate the Web Hosting service by giving 30 days written notice from the next due payment, subject to the minimum contract period. The minimum contract period is:
29.2.1. One month, in the case of a standard Web Hosting agreement not exceeding reasonable usage, as defined in clause 19.4.
29.2.2. Twelve months from the time at which the solution is implemented, unless otherwise agreed in writing, in the case of a higher capacity Web Hosting agreement as defined in clause 19.5.
29.3. Once notice of Termination of Service has been received, an invoice will be raised for the remaining contract period. This invoice is subject to our standard Payment Terms and we draw particular attention to clause 13.9.
29.4. The Web Hosting service is effective until terminated. PaintedRobot may terminate the service immediately and without notice if the Customer fails to comply with these Terms & Conditions including the Acceptable Usage Policy.
29.5. Web Hosting fees may be increased (PaintedRobot reserves the right to increase rates) with effect from the 1st of January each year according to the published rate of inflation as given by the Consumer Price Index (CPI).
29.6. The Customer agrees to abide by rules regarding acceptable use of the Web Hosting service:
29.6.1. The Customer agrees to abide by the separate terms and conditions of the Acceptable Usage Policy.
29.6.2. The Customer agrees that the Web Hosting facility may be provided by a third party and that the Terms and Conditions, including the Acceptable Usage Policy, of that third party shall apply to the Customer.
29.7. PaintedRobot shall make all reasonable efforts to ensure that the Service is available, subject to any limitations imposed by the third party web hosting.
29.8. PaintedRobot may, from time to time, temporarily need to stop service for the purpose of making enhancements available to the Customer and for maintenance or support issues. 30 day minimum notice will be given and extra resources will be dedicated to keeping services up and unaffected wherever possible. PaintedRobot will do any server maintenance that could effect service outside of regular working hours to reduce any impact on the customer.
29.9. The Web Hosting service will be provided on the basis of reasonable usage for server load, disk space, monthly visits and bandwidth:
29.9.1. Reasonable usage, regarding disc space and monthly visits, is based on being less than 3x that of a customers paid plan. Anything above 3x that of the agreed hosting plan will be considered outside of reasonable usage:
(Refer to Client specific hosting package signed document for plan usage details)
29.9.2. Due to the varying nature of a website’s content and popularity it is not possible to provide exact description of ‘reasonable usage’ for server load hence PaintedRobot states an expectation that 95% of their customers would not exceed ‘reasonable usage’ for server load. The only situation where PaintedRobot would stop service to any customer without notice in regards to server load would be to protect the server and other clients on shared hosting environments. This is a safety protocol that is a positive to our customers, even if it remains an extremely rare occurrence and is often not the fault of our customers but due to some type of external threat, PaintedRobot reserves the right to protect the servers as a form of customer service and security rather than a punishment for over usage. All customers would be informed of over usage prior to stopping any service wherever possible and all customers reserve the right to a copy of their web and data files at any time.
29.10. Where the Customer’s website exceeds reasonable usage, PaintedRobot may offer to provide the Customer with a higher capacity service at an agreed increased fee. In circumstances where the server load is much higher than expected, PaintedRobot may either (a) offer the Customer a bespoke Web Hosting solution at an agreed increased fee or (b) if an agreed solution is not found the Web Hosting service may be terminated at no cost to either party.
29.11. The Web Hosting service includes backups of the Customer’s database and files. Such backups are made daily on the hosting server. The Customer can also download their own copies and save to any local device or drive file they wish for additional security and peace of mind. A plugin will be provide on all sites to accomidate Client site backups and/or migrations. PaintedRobot will accept no responsibility whatsoever for loss of data or information resulting from the use of this service.
29.12. Hosting Technical Support Limitations:
29.12.1 Exclusion of Support for Backend Activity: PaintedRobot shall not be responsible for providing technical support or assistance for any issues arising from The Customer’s (or any other development agency, contractor or partner )activities in the backend of their website or any custom coding, script modifications, or third-party integrations made by The Customer (or any other party other than PaintedRobot) and not approved by PaintedRobot. Any alterations or modifications to the website’s core files or backend systems shall be undertaken at The Customer’s own risk, and PaintedRobot will not be liable for any resulting technical problems or conflicts and will not consider this to be an issue covered under any of our monthly Hosting Packages.
29.12.2 Exclusion of Update Requests: PaintedRobot shall not be obligated to provide support for website updates, including but not limited to content updates, layout updates or changes, design changes, user experience changes or updates or feature additions. Paid support requests can be made at PaintedRobot’s current listed ticketed support rate (see section D 28.). The Customer is free to designate web development to their own team or any contractor or 3rd party they wish. The terms of 29.12 a) listed above will apply.\
29.12.3 Limitation of Liability: PaintedRobot shall not be liable for any damages, losses, or expenses incurred by The Customer resulting from the lack of technical support for backend activities, update requests, or any issues arising from The Customer’s website management. The Customer agrees to indemnify and hold PaintedRobot harmless against any claims, demands, or actions related to such matters.
29.12.4 Communication and Response Times: PaintedRobot shall make every reasonable effort to respond to technical support inquiries from The Customer within a reasonable time frame. Response times may vary depending on the complexity of the issue and the support package chosen by The Customer.
29.13. Server Access Restriction: For reasons of security, compliance, and service quality control, PaintedRobot shall not provide The Customer with direct server access. This measure is in place to protect the integrity of our hosting environment and prevent unauthorized access that may compromise the stability and security of our systems.
29.14. Website Migration: The Customer has the right to migrate their website to any hosting environment of their choice, should they wish to do so. PaintedRobot shall not restrict The Customer from moving their website to another hosting provider. However, The Customer agrees to provide a minimum notice of 30 days before canceling any monthly contract with PaintedRobot.
29.15. PaintedRobot commits to maintaining the confidentiality and security of The Customer’s data during the term of the contract. In the event of a website migration, PaintedRobot shall promptly delete any data and files associated with The Customer’s website from its servers after the successful transfer is confirmed
30. OTHER INTERNET SERVICES (EMAIL, DOMAIN, ISP, DNS)
30.1. The Customer agrees that it is their responsibility to source all of the appropriate services required to run their website, including domain name management, email and Internet connectivity.
30.2. PaintedRobot does not offer Internet Service Provider (ISP) services, such as provision of an Internet connection to the Customer’s computer or computer network.
30.3. PaintedRobot may offer optional services for email, domain name purchase, renewal and management.
31. DOMAIN NAME REGISTRATION AND RENEWAL
31.1. PaintedRobot may offer the Customer domain name purchase and renewal services for one or more domain names related to the Customer’s website.
31.2. The contract for the registration is between the Customer and the Naming Authority. The Customer is bound by the terms and conditions of the Naming Authority.
31.3. PaintedRobot cannot guarantee that they will be able to register any requested domain name and, until specific confirmation of registration has been given, the Customer cannot assume the registration has been affected.
31.4. PaintedRobot gives no warranty that the Internet Domain Name requested will not infringe the rights of any third party and the Customer indemnifies PaintedRobot in respect of any such infringements.
31.5. PaintedRobot reserve the right to increase their hourly rate and time spent on tasks or support relating to Domain name or DNS records would be subject to those changes.
31.5.1. The current fees for domain name purchases will be stated to the Customer the time of purchase.
31.5.2. The current fees for domain name renewals will be stated to the Customer in the month preceding the renewal with a minimum of 14 Business Days’ notice to allow the Customer time to transfer the domains elsewhere if required.
31.6. The fees for domain name purchase and renewal include DNS hosting if required.
31.6.1. Where DNS hosting is provided, the fees for domain name purchase and renewal include the management of the DNS records for such domains, to point the domains at the PaintedRobot web servers and to the Customer’s preferred email servers.
31.7. The Customer retains ownership of the domain names. PaintedRobot shall not withhold from assisting the customer in transferring their domain name providing that any fees due to PaintedRobot for any services provided by PaintedRobot to the Customer have been paid in full.
31.8. PaintedRobot do not charge fees related to the transfer of the Customer’s domain names to or from a third party, unless the time taken to deal with such matters exceeds half an hour in one calendar month. In such cases PaintedRobot shall agree any charges with the client in advance of any further work being carried out.
31.9. Fees charged by third parties for domain name registration details updates or other domain management companies (for domain name transfers) are the responsibility of the Customer. Such fees will be passed on to the Customer for payment if they are incurred by PaintedRobot.
32. DOMAIN NAME MANAGEMENT
32.1. The Customer accepts that PaintedRobot may need to move the Web Hosting for a website to a different IP Address at short notice and at any time. PaintedRobot agrees to minimize the down time, if any, and impact on the Customer’s web users by not executing any changes of this nature in the Customer’s peak usage hours.
32.2. Where the Customer manages their own domain name, PaintedRobot may, at their own discretion, make Name Servers available to the Customer to allow PaintedRobot to manage the DNS records on behalf of the Customer. In such circumstances:
32.2.1. The Customer accepts the responsibility to point the domain names to the specified Name Servers.
32.2.2. The Customer agrees to provide contact details for an authorized representative for Name Server updates and to keep PaintedRobot updated with any changes to these details.
32.2.3. The Customer agrees that the authorized representative shall, on request by PaintedRobot, update Name Server records within 3 Business Days at all times.
32.2.4. The Customer agrees that failure to update Name Server records will result in their website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.
32.2.5. The Customer is responsible for all costs incurred to update Name Server records.
32.3. Where the Customer manages their own domain name and PaintedRobot does not provide Name Servers for the domain:
32.3.1. The Customer accepts the responsibility to update the DNS records used to map the domain name to the IP Address of the Web Hosting service.
32.3.2. The Customer agrees to provide contact details for an authorized representative for DNS updates and to keep PaintedRobot updated with any changes to these details.
32.3.3. The Customer agrees that the authorized representative shall, on request by PaintedRobot, update DNS records within 3 Business Days at all times.
32.3.4. The Customer agrees that failure to update DNS records will result in their website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.
32.3.5. The Customer is responsible for all costs incurred to update DNS records.
SECTION F: PAINTEDROBOT LIMITED ACCEPTABLE USAGE POLICY
1. INTRODUCTION
PaintedRobot has created this Acceptable Use Policy (AUP) for hosting customers to protect our resources and the resources of our other customers and hosting providers’ networks in order to provide high speed, high availability services and to ensure that PaintedRobot complies with all relevant laws. This AUP must be read in conjunction with the Terms and Conditions and forms part of those Terms and Conditions.
This AUP may be revised from time to time, as explained in the clauses “Changes to Terms and Conditions” in Section A. It is the responsibility of the Customer to ensure that they comply with the latest edition of the AUP at any given time.
In the event of a breach of this policy, PaintedRobot reserves the right to terminate all or part of any service with immediate effect, without recompense, to delete any files held in the Customer’s account(s) on our servers and to take legal action.
If you have any questions about any of our policies, please contact the Customer Services Team.
2. COMPLIANCE WITH THE CANADIAN LAW
Customers may not use our services to engage in activities, or store, transfer or receive material of an indecent, offensive or otherwise illegal nature. Any such activities may result in prosecution by Canadian authorities under the relevant Criminal Acts.
It is also a criminal offence under Canadian law to knowingly infringe intellectual property rights, such as copyright, patents, database rights and registered trade marks. Customers are reminded that sharing copyright material may constitute a criminal offence if done without permission of the right owner in question. PaintedRobot will co-operate with any agency or rights holder wishing to assert their rights in these matters and PaintedRobot reserves the right to withdraw Service under such circumstances.
PaintedRobot is in general not liable to any criminal or pecuniary penalty for any unlawful acts carried out using our service unless we have actual knowledge of those unlawful acts. Accordingly, if we become aware of credible evidence that the Customer has carried out any unlawful acts we will take preventative measures to bring those acts to an end.
3. COMPLIANCE WITH FOREIGN LAW
The Internet is global in reach. Consequently it is possible for anyone using the Internet to break the laws of foreign countries. The Customer is therefore advised to take all reasonable steps to avoid breaching relevant foreign laws.
4. WARRANTIES & DISCLAIMERS
Our service warranties and the extent of our liability are explained fully in our Terms and Conditions.
The Customer agrees to hold PaintedRobot harmless in the event of any legal claim regarding our services.
5. IRRESPONSIBLE USAGE
The Customer agrees that they will not use our services in an irresponsible manner. PaintedRobot deem irresponsible use to include, but not be limited to, sending unsolicited e-mail (“spamming”), attempting to breach the security of a computer system, and unreasonable use of computing resources.
In the event that the Customer uses PaintedRobot services for any purpose that PaintedRobot deem irresponsible then PaintedRobot reserves the right to suspend service while the usage is investigated in consultation with the Customer. Should investigation determine that the service has been used irresponsibly, PaintedRobot reserves the right to terminate the Customer’s account with immediate effect. Wherever possible the Customer will be notified in advance of any termination.
6. LOGIN DETAILS & PRIVACY
Login names and passwords must be kept secret and not be communicated to any third party unless authorized in writing by PaintedRobot. If someone were to gain access to a Customer’s account password, they could tamper with files held on the account.
PaintedRobot must be notified immediately if the security of login names or passwords has been compromised.
The Customer should contact support@paintedrobot.com should they forget or lose their password.
7. E-MAIL
The Customer may not use PaintedRobot services to send unsolicited commercial e-mail (UCE, also known as ‘Spam’). PaintedRobot will block the mail services of any Customer found to be sending such mail.
Opt-in mailing lists are allowed, where it can be proved that subscribers did opt-in and that a suitable opt-out mechanism is available.
Customers may not run unauthorized mailing lists from or through any of our machines or mail servers. PaintedRobot reserves the right to remove any mail older than 60 days from PaintedRobot mail servers. It is the Customer’s responsibility to ensure that mail is regularly collected and removed from PaintedRobot’s POP3 server.
PaintedRobot strongly advises against the use of the POP3 option to keep mail on the server. If a POP3 mailbox contains an excessive amount of mail, PaintedRobot reserves the right to remove older mails from the mailbox to reduce its size and/or suspend the operation of the mailbox.
8. WEB HOSTING
The Customer is responsible for the content on their website, including obtaining the legal permission for any works they include and ensuring that the content on the server does not violate Canadian law. PaintedRobot reserves the right, without notice or explanation, to disable a web hosting account that does not comply with this Acceptable Use Policy or our Terms and Conditions, such as one storing material of an adult nature or pirated software.
PaintedRobot reserves the right to temporarily disable the hosting of website or web application, if it is deemed to be causing excessive load or traffic, is adversely affecting the performance of the server(s), or is being abused by an external entity or website user. If a web hosting customer goes over the usage agreement of their purchase web hosting package and the amount is not excessive to the nature of negatively impacting the server environment PaintedRobot will not disable hosting the site and will give the client notice that their monthly invoice amount will be increased to the appropriate plan on the next monthly billing cycle (or adjusted and invoiced accordingly if the client has paid for a different billing cycle such as annual). PaintedRobot reserves the right to raise the monthly rate (but will provide usage statistic and data) if a client’s site is over the agreed disk space or monthly visits of their purchased hosting plan. The client has the right, at any time, to request a change in their hosting plan for the next billing cycle but PaintedRobot must receive this request with no less than 15days remaining until the first of the next billing cycle (in the case of monthly each billing cycle starts on the 1st of every month).
The Customer agrees not to advertise their website via unsolicited commercial e-mail. PaintedRobot reserves the right to suspend a site which has been ‘spamvertised’ at any time.
PaintedRobot reserves the right to suspend any or all of the service at any time, without prior notice, explanation, or recompense if a customer is not in compliance with our laws or our terms and conditions. In the event of this happening the customer still owns their site and has the right to take their property to any other hosting environment that they wish. PaintedRobot will always provide a full copy of all web and database files to any customer that requests this at any time.
Customers will be held solely responsible for any defamatory, confidential, secret or other proprietary material made available via their web hosting account. PaintedRobot reserves the right to disable a web hosting account containing such material.
Where PaintedRobot provides the Customer with FTP account(s) as part of the web hosting account, the Customer is solely responsible for ensuring that the content of the FTP account(s) are backed-up and PaintedRobot will not be liable or responsible for any person or party that accesses the web files or database through that access. PaintedRobot does have daily backups and can restore to any previous saved restore point but will not be liable under our hosting and maintenance plan agreement to fix or repair issues that are a result of a client sharing access or making changes, adjustments or edits in the website backend or through FTP access.
During a time of propagation following DNS changes, the Customer accepts that web services such as, but not limited to, website hosting and website administration may be temporarily unavailable.
On closing an account, the client will be given whatever web files and data they require and the relevant data on the servers will be deleted. Once PaintedRobot is no longer hosting and maintaining a site we are not liable to keep any data on our server environments after we provide all files and data to the customer.
It is the responsibility of the Customer to remain within their usage quota. PaintedRobot reserves the right to delete files for over-quota users if disk space is affecting the normal running of the server.
The Web Hosting service is normally provided under terms of reasonable usage as explained in the Terms and Conditions. Unless otherwise agreed this service will be provided on a web server that also provides services for other customers, i.e. it is “shared”.
The per calendar month quota for data transfer (“bandwidth”) and disk space on shared servers shall be as detailed in the Terms and Conditions. If the Customer is using more than the agreed bandwidth or disk space PaintedRobot reserves the right to impose a charge for the excess usage. We ask customers who intend to use high volumes of bandwidth or disk space to first discuss their requirement with their dedicated Account Manager.
9. SECURITY AND ATTEMPTED SECURITY BREACHES
If PaintedRobot finds malicious traffic emanating from a Customer’s hosting account, PaintedRobot has an obligation to our other customers and to our hosting providers to take urgent measures to block that traffic. This may involve suspending the account until the issue has been resolved. PaintedRobot understands that in many cases the Customer may not be responsible for or aware of the problem, and therefore PaintedRobot will work with the Customer to resolve the issue as efficiently as possible to restore normal service.
The Customer may not mount an attack, by whatever means, against our systems, or use our services to attack any other systems.
The Customer may not attempt to probe or breach the security of our servers.
The Customer may not run any program on a server except those supplied or authorized in writing by PaintedRobot. The Customer may not run external programs, or make use of external services, that access a server’s resources, other than standard web browsers, FTP clients and email clients without the express written authorization of PaintedRobot. This includes, for example, software that scans for security vulnerabilities or automates requests for web pages.
