WordPress Support Plan Agreement

Poodle Collective Ltd
Company number: 16818378
Trading as PoodleCollective

This WordPress Support Plan Service Agreement ("Agreement") sets out the terms on which Poodle Collective Ltd ("PoodleCollective", "we", "us" or "our") provides ongoing WordPress maintenance, monitoring, technical support and development services to the person, company or organisation purchasing the service ("Client", "you" or "your").

This Agreement applies together with:

• the Support Plan selected by the Client;
• any order confirmation, proposal or quotation accepted by the Client;
• any specific service levels or additional terms expressly agreed in writing; and
• PoodleCollective's general Terms and Conditions.

If there is a conflict between these documents, the following order of precedence applies:

• an individually negotiated and signed agreement or proposal;
• the Client's order confirmation;
• this WordPress Support Plan Service Agreement;
• the Support Plan description supplied at the time of purchase; and
• PoodleCollective's general Terms and Conditions.

Business customers only

WordPress Support Plans are supplied for business use.

By purchasing or entering into a Support Plan, the Client confirms that it is acting wholly or mainly for purposes relating to its trade, business, craft or profession and is not purchasing the service as a consumer.

A person wishing to purchase services predominantly for personal purposes must contact PoodleCollective before purchasing.

PoodleCollective currently offers the following standard WordPress Support Plans.

2.1 Essential — £149 per month

Designed for smaller WordPress websites that need ongoing care and maintenance.

Includes:

• WordPress core, plugin and theme updates;
• daily cloud backups;
• uptime monitoring;
• security and malware scanning;
• performance monitoring;
• database optimisation;
• monthly health report; and
• 30 minutes of support per monthly service period.

2.2 Professional — £299 per month

Designed for established businesses and ecommerce websites.

Includes everything in Essential, plus:

• priority support;
• up to 3 hours of changes per monthly service period;
• staging environment;
• advanced performance optimisation;
• WooCommerce support;
• broken link checks;
• monthly improvement recommendations; and
• access to out-of-hours emergency support, subject to the charges set out in section 11.

2.3 Growth — £499 per month

Designed for growing businesses requiring greater flexibility and ongoing development support.

Includes everything in Professional, plus:

• up to 5 hours of development per monthly service period;
• Priority Support Queue;
• monthly technical SEO health check;
• Core Web Vitals optimisation;
• conversion and user-experience recommendations;
• priority WooCommerce support;
• monthly plugin and security audit;
• quarterly strategy review;
• priority scheduling for new projects; and
• access to out-of-hours emergency support, subject to the charges set out in section 11.

2.4 Business Critical — Custom pricing

Designed for high-traffic, complex or mission-critical WordPress websites with advanced support requirements.

Includes everything in Growth, plus:

• Same-Business-Day Priority Response;
• emergency website recovery;
• priority WooCommerce support;
• advanced security and incident management;
• monthly technical consultation call;
• performance and uptime reporting;
• dedicated support contact;
• Priority Out-of-Hours Emergency Support, subject to the charges set out in section 11; and
• annual security and performance audit.

Because Business Critical is individually priced, additional service levels, development allowances, response arrangements or other requirements may be agreed in the Client's proposal or order confirmation.

Unless a larger allowance is expressly agreed, Business Critical includes the development allowance included with Growth.

2.5 Prices

All stated prices are exclusive of VAT where VAT is applicable.

Support Plan prices and emergency support rates are subject to the annual price review provisions in section 20.

The Client chooses a Support Plan and completes PoodleCollective's Support Plan onboarding form or other agreed purchase process.

PoodleCollective may review the information supplied before accepting the Client onto a Support Plan.

We are not required to accept a website onto a Support Plan where, for example:

• the website is already seriously compromised;
• the website uses substantially unsupported or abandoned software;
• appropriate access cannot be provided;
• the website's condition would make routine maintenance unsafe;
• the requirements fall substantially outside the selected Support Plan; or
• another technical or commercial reason means the selected Support Plan is unsuitable.

Where appropriate, PoodleCollective may recommend preliminary remedial work or a different Support Plan.

A Support Plan is not active merely because an enquiry or onboarding form has been submitted.

4.1 First payment

The first monthly Support Plan payment is payable in advance when the Client purchases or accepts the Support Plan.

Receipt of the first payment begins the onboarding process.

The Client's first monthly service period does not begin on the date payment is made.

4.2 Onboarding email

Following payment, PoodleCollective will send the Client onboarding information explaining what is required to establish the service.

Depending on the website, we may request:

• WordPress administrator access;
• hosting or server access;
• domain or DNS information;
• CDN, caching or security-service access;
• existing backup information;
• staging access;
• details of relevant plugins and themes;
• plugin, theme or software licence information;
• WooCommerce or payment-system information;
• details of important integrations;
• information about known problems;
• details of recent website changes; and
• relevant technical or supplier contacts.

The Client must provide the information and access reasonably required to complete onboarding.

Where technically possible, individual user accounts should be supplied rather than shared credentials.

4.3 Initial review

PoodleCollective may carry out an initial technical review sufficient to establish the backup, monitoring, maintenance, security and support arrangements appropriate to the selected Support Plan.

If that review identifies significant existing problems, we will explain them to the Client.

Existing problems which require substantial remedial work may fall outside the Support Plan and be quoted separately.

Examples may include:

• existing malware or compromise;
• serious database corruption;
• failed or incomplete migrations;
• substantially outdated software;
• abandoned plugins or themes;
• broken hosting environments;
• extensive pre-existing errors; or
• technical debt which makes normal updates unsafe.

We will not carry out separately chargeable remedial work without agreement.

4.4 Service Start Date

Once onboarding has been reviewed, PoodleCollective will propose a Service Start Date for the Client to confirm.

The Support Plan becomes active when the Client has confirmed the proposed date and PoodleCollective confirms that onboarding has been completed. That confirmed date is the Service Start Date.

The Client's first monthly payment covers the first monthly service period beginning on the Service Start Date.

This means that the Client does not lose part of its first paid month while onboarding is being completed.

Future monthly service periods and recurring payments will be calculated by reference to the Service Start Date or the corresponding agreed billing date.

4.5 Delays caused by the Client

PoodleCollective is not responsible for onboarding delays caused by the Client failing to provide requested information, credentials, access, approvals or cooperation.

The Client must not assume that monitoring, backups, updates, security services or support are active until it has confirmed the proposed Service Start Date and PoodleCollective confirms that the Support Plan is active.

If onboarding cannot reasonably be completed within 30 days because the Client has failed to provide information or access requested by PoodleCollective, we may:

• pause onboarding until the required information is received;
• agree a revised onboarding arrangement with the Client; or
• terminate the order.

Where an order is terminated because of Client delay, any refund may be reduced by the reasonable value of onboarding or technical work already carried out and any non-recoverable costs incurred.

Each Support Plan has a minimum initial term of three months.

The three-month minimum term begins on the Service Start Date, not the original payment date.

The first payment covers month one. The following two monthly payments cover months two and three.

The Client therefore commits to payment for a minimum of three monthly service periods.

After the three-month minimum term, the Support Plan continues automatically on a rolling monthly basis until terminated in accordance with section 19.

PoodleCollective's standard Support Plan support hours are:

Monday to Friday, 8:00am to 6:00pm UK time, excluding UK bank holidays observed by PoodleCollective.

UK time means GMT or BST as applicable.

Requests received outside these hours will normally be reviewed during the next working period unless:

• the selected Support Plan includes access to out-of-hours emergency support;
• the issue qualifies as an emergency under section 11; and
• PoodleCollective accepts the emergency request.

Support Plans do not provide a general 24-hour support service.

Support requests must be submitted using a contact method approved by PoodleCollective.

The Client does not need to diagnose a technical problem before contacting us.

The Client should provide enough information for us to understand what has happened or what is required.

Where relevant, useful information may include:

• the affected website or URL;
• what is happening;
• when the problem began;
• any visible error or warning;
• any recent website changes;
• whether another supplier has recently worked on the website; and
• the effect the problem is having on the Client's business.

We may request additional information or access before work begins.

Included monthly time depends on the selected Support Plan.

Essential

Includes 30 minutes of support per monthly service period.

Professional

Includes up to 3 hours of changes per monthly service period.

Growth

Includes up to 5 hours of development per monthly service period.

Business Critical

Includes the Growth allowance unless a different or additional allowance is expressly set out in the Client's Business Critical proposal or order confirmation.

8.1 What counts towards an allowance

Where work falls within an included time allowance, time may include:

• investigation;
• diagnosis;
• implementation;
• coding;
• configuration;
• testing;
• deployment;
• technical research specific to the request;
• communication concerning the request;
• coordination with relevant third parties; and
• reasonable clarification or scoping required to carry out the work.

8.2 Unused time

Unused monthly support or development time does not roll over into a later month unless expressly agreed in writing.

A Support Plan provides ongoing access to PoodleCollective's support capacity during each service period. It does not create a bank of accumulated development hours.

8.3 Additional time

If requested work is likely to exceed the Client's remaining monthly allowance, PoodleCollective will normally discuss the options before carrying out additional chargeable work.

We may:

• quote for additional time;
• schedule remaining work into the following month's allowance;
• provide a separate project quotation; or
• agree another approach with the Client.

Additional work will not normally be charged without Client approval.

Support Plans are intended for ongoing maintenance, technical support and incremental website improvement.

They do not mean that every requested development project is included within the monthly fee.

A request may require separate scoping and quotation where it involves significant new development, design, architecture or integration work.

This may include:

• substantial new functionality;
• complete website redesigns;
• major WooCommerce changes;
• checkout redesigns;
• large bespoke plugins;
• new third-party integrations;
• migrations;
• new websites;
• new applications; or
• work which materially exceeds the available monthly allowance.

PoodleCollective will explain this before beginning separately chargeable project work.

Support requests are prioritised according to factors including:

• business impact;
• website availability;
• security risk;
• impact on sales or transactions;
• impact on website users;
• urgency;
• the selected Support Plan; and
• other active incidents.

10.1 Essential

Essential receives standard handling during support hours.

10.2 Professional

Professional receives Priority Support during support hours.

10.3 Growth

Growth receives access to the Priority Support Queue and priority WooCommerce support.

10.4 Business Critical

Business Critical receives Same-Business-Day Priority Response during standard support hours, together with emergency website recovery within the scope of the plan.

A Same-Business-Day Priority Response means that a qualifying urgent request received during support hours will be prioritised for acknowledgement, assessment and initial action that business day.

It does not guarantee complete resolution that day.

10.5 Response is not resolution

Any response target refers to acknowledgement, assessment and triage rather than a guaranteed resolution time.

The time required to resolve a problem may depend on:

• the complexity of the incident;
• website condition;
• third-party hosting;
• payment gateways;
• domain or DNS providers;
• external APIs;
• plugin or theme developers;
• other suppliers;
• available system access;
• the availability and integrity of backups; and
• matters outside PoodleCollective's reasonable control.

10.6 Standalone Same-Day Emergency Rescue

PoodleCollective also offers a separate Same-Day Emergency Rescue service during standard business hours.

The current standalone price is:

£300 for up to 2 hours of emergency investigation and recovery work.

This service is intended for businesses that require urgent same-day assistance and do not already have that level of emergency response included within their Support Plan or another agreement.

Purchasing an Essential, Professional or Growth Support Plan does not by itself convert the applicable response arrangements into a guaranteed Same-Business-Day Priority Response.

Where the Client requires the separate Same-Day Emergency Rescue service, the £300 emergency charge may therefore apply in addition to the Client's Support Plan unless the requested response is already included under that plan or expressly agreed otherwise.

10.7 Business Critical and the £300 emergency charge

Business Critical includes Same-Business-Day Priority Response and emergency website recovery.

Accordingly, the standalone £300 Same-Day Emergency Rescue call-out charge will not apply merely to obtain the daytime priority response already included within Business Critical.

Work which materially exceeds the scope or included development allowance of the Business Critical Support Plan may still be separately chargeable, but this will be discussed with the Client where reasonably practicable.

Professional, Growth and Business Critical Support Plans include access to PoodleCollective's out-of-hours emergency support route.

Essential does not include out-of-hours emergency access unless expressly agreed separately.

Out-of-hours emergency work is not included in the normal monthly Support Plan fee and is charged separately at the rates below.

11.1 What qualifies as an emergency

Out-of-hours emergency support is intended for genuinely urgent website incidents such as:

• the website being unavailable;
• an ecommerce checkout being unable to take orders;
• a critical customer-facing function failing;
• an active malware or security incident;
• a serious website compromise or suspected compromise; or
• another incident causing or reasonably likely to cause significant immediate business disruption.

Examples of requests which would not normally qualify include:

• routine content changes;
• planned development;
• ordinary maintenance;
• minor visual issues;
• non-urgent plugin changes;
• routine administrative requests; or
• work which can reasonably wait until standard support hours.

11.2 Weekday Out-of-Hours Emergency Support

Emergency work carried out outside standard support hours on Monday to Friday is charged at:

£125 per hour

Two-hour minimum charge

The minimum charge for an accepted weekday out-of-hours emergency is therefore £250, excluding VAT where applicable.

11.3 Weekend and UK Bank Holiday Priority Emergency Support

Emergency work carried out on Saturdays, Sundays or UK bank holidays observed by PoodleCollective is charged at:

£150 per hour

Two-hour minimum charge

The minimum charge for an accepted weekend or bank holiday emergency is therefore £300, excluding VAT where applicable.

11.4 Minimum charges

The two-hour minimum applies once PoodleCollective accepts the request and begins emergency work.

If the immediate problem is resolved in less than two hours, the applicable two-hour minimum remains payable.

Where work continues beyond the first two hours, additional time is charged at the applicable hourly rate.

11.5 Approval

Where reasonably practicable, PoodleCollective will:

• confirm that the request has been accepted as an out-of-hours emergency;
• confirm the applicable rate; and
• obtain authority to proceed

before chargeable emergency work begins.

Where the Client has expressly instructed PoodleCollective to proceed with urgent emergency recovery and immediate action is reasonably required to limit significant additional damage, data loss, security compromise or business interruption, PoodleCollective may continue reasonable emergency work without obtaining separate approval for each additional unit of time.

11.6 Monthly allowances

Separately charged out-of-hours emergency work does not reduce the Client's included monthly support or development allowance unless expressly agreed otherwise.

11.7 Priority access

Business Critical clients receive Priority Out-of-Hours Emergency Support.

This means that, where PoodleCollective receives competing out-of-hours emergency requests, Business Critical incidents will ordinarily receive the highest Support Plan priority.

Growth and Professional incidents will then be prioritised according to severity, business impact and plan level.

Priority does not mean that out-of-hours emergency work is free.

Unless an individual Business Critical agreement states otherwise, the same emergency rates apply:

• £125 per hour, two-hour minimum, for weekday out-of-hours emergencies; and
• £150 per hour, two-hour minimum, for weekends and applicable UK bank holidays.

11.8 Availability

Access to out-of-hours emergency support is not a guaranteed 24/7 staffed service.

PoodleCollective will use reasonable efforts to respond to accepted emergency requests, but availability may depend on:

• existing emergencies;
• staff availability;
• the nature and severity of the incident;
• access to required systems; and
• circumstances outside PoodleCollective's reasonable control.

PoodleCollective will manage WordPress core, plugin and theme updates with reasonable care having regard to:

• the selected Support Plan;
• the website's configuration;
• the nature of the update;
• known compatibility issues;
• the security risk of delaying an update;
• the availability of a suitable staging environment; and
• the importance of the affected functionality.

Professional and higher Support Plans include a staging environment where technically suitable.

Not every update necessarily requires full staging before installation.

For example, an urgent security update may reasonably need to be applied promptly where delaying the update would expose the website to greater risk.

PoodleCollective may delay or decline to apply a particular update where there is reasonable evidence that doing so is likely to create a material technical risk.

WordPress websites commonly depend on software and services created or operated by third parties.

These may include:

• WordPress plugins;
• themes;
• hosting providers;
• payment gateways;
• APIs;
• domain providers;
• DNS providers;
• CDN services;
• email platforms;
• security services;
• analytics systems; and
• external software platforms.

PoodleCollective cannot guarantee that third-party software or services will remain:

• available;
• supported;
• secure;
• compatible;
• free from defects; or
• unchanged.

Where third-party software is abandoned, unsupported, insecure, incompatible or materially defective, PoodleCollective will provide reasonable diagnosis and recommendations within the scope of the Support Plan.

Substantial redevelopment, replacement or remediation may require additional chargeable work.

The Client is responsible for maintaining licences and subscriptions required for its website unless PoodleCollective expressly agrees to supply them.

Daily cloud backups are included in all Support Plans.

PoodleCollective will take reasonable care when configuring and monitoring the backup service provided as part of the Support Plan.

No backup system can be guaranteed never to fail.

Backup availability may be affected by circumstances including:

• hosting failure;
• server corruption;
• compromised systems;
• inaccessible credentials;
• malware;
• storage-provider failure;
• third-party outages; or
• circumstances outside PoodleCollective's reasonable control.

Where restoration is required, PoodleCollective will use reasonable efforts to restore an appropriate available backup.

The Client acknowledges that restoring a backup may result in the loss of information created after the relevant backup was taken.

This may include:

• website changes;
• orders;
• account changes;
• transactions;
• form submissions;
• comments; or
• other recently created data.

Extensive recovery arising from severe compromise, third-party infrastructure failure, widespread corruption or circumstances materially outside the ordinary Support Plan scope may require additional work.

Business Critical emergency recovery will be prioritised in accordance with that plan.

PoodleCollective will provide the security monitoring, malware scanning, auditing and related services included in the selected Support Plan with reasonable care and skill.

No website or security system can be guaranteed to be completely resistant to attack, compromise, malware or unauthorised access.

The Client remains responsible for reasonable security matters within its control, including:

• protecting login credentials;
• using suitable access permissions;
• removing unnecessary user accounts;
• maintaining relevant licences and subscriptions;
• controlling access given to its staff and suppliers;
• informing PoodleCollective of suspected compromise;
• informing PoodleCollective of significant infrastructure changes; and
• ensuring other suppliers use reasonable security practices.

PoodleCollective may take reasonable temporary action where urgently necessary to protect a website or limit an active compromise.

This may include temporarily:

• disabling a vulnerable plugin;
• restricting access;
• enabling maintenance mode;
• blocking suspicious activity; or
• disabling affected functionality.

Where such action materially affects normal website operation, PoodleCollective will inform the Client as soon as reasonably practicable.

Where included in the selected Support Plan, PoodleCollective may provide:

• performance optimisation;
• performance monitoring;
• Core Web Vitals work;
• technical SEO health checks;
• user-experience recommendations;
• conversion recommendations;
• security recommendations; and
• improvement recommendations.

These services will be provided with reasonable care and skill.

They do not constitute a guarantee of:

• search-engine rankings;
• organic traffic;
• advertising performance;
• Core Web Vitals scores;
• third-party performance scores;
• conversions;
• sales;
• revenue; or
• other particular commercial results.

Results may be affected by matters outside PoodleCollective's control, including:

• hosting;
• third-party scripts;
• advertising systems;
• user devices;
• internet connections;
• external APIs;
• search-engine changes;
• website content; and
• third-party software.

A technical SEO health check is not an ongoing SEO or marketing campaign unless expressly agreed separately.

The Client must:

• provide timely and appropriate access reasonably required to deliver the Support Plan;
• provide accurate information about the website and relevant systems;
• maintain licences and subscriptions under its control;
• ensure it has the necessary rights to any website, data, content, software or materials it asks PoodleCollective to work with;
• respond within a reasonable time where information or approval is required;
• notify PoodleCollective of material changes made to the website by the Client or another supplier;
• maintain appropriate access controls for its own users, staff and suppliers;
• take reasonable steps to protect credentials;
• not knowingly introduce insecure or malicious software;
• not deliberately disable or interfere with monitoring, backups or security systems supplied by PoodleCollective without discussion;
• notify PoodleCollective reasonably promptly of suspected security incidents; and
• comply with laws and regulatory requirements applicable to the Client's own business, products, content, website and processing of personal data.

PoodleCollective is not responsible for delays or additional work resulting from inaccurate information, withheld access or changes made by the Client or another supplier outside our control.

18.1 Monthly billing

Support Plans are billed monthly in advance.

The first payment begins the onboarding process and is applied to the first monthly service period beginning on the Service Start Date.

Further payments are due monthly in advance throughout the Agreement.

Where recurring card or direct debit billing is used, the Client authorises PoodleCollective or its payment provider to collect recurring amounts properly due under this Agreement.

18.2 Additional work

Approved additional development, project work and emergency support will be invoiced or charged separately.

18.3 Failed or overdue payments

If a payment becomes overdue, PoodleCollective may:

• contact the Client requesting payment;
• suspend new development requests;
• suspend non-essential work;
• suspend some or all Support Plan services following reasonable notice; and
• exercise any rights available in relation to late commercial payments.

Suspension does not cancel amounts already due.

Where practicable, PoodleCollective will consider whether immediate suspension of a particular service could create a material security or data risk and will communicate significant risks to the Client.

19.1 Three-month minimum term

The Client commits to a minimum initial term of three monthly service periods beginning on the Service Start Date.

The Client may give notice during the minimum term, but the Support Plan cannot normally terminate before the end of the three-month minimum period.

Fees properly due for the minimum term remain payable.

19.2 After the minimum term

After the initial three-month term, either party may terminate the Support Plan by giving the other party at least 30 days' written notice.

Cancellation notice may be sent by email or through another cancellation method expressly provided by PoodleCollective.

PoodleCollective will confirm the termination date.

19.3 Material breach

Either party may terminate this Agreement where the other party commits a material breach and, where that breach is capable of remedy, fails to remedy it within a reasonable period after receiving written notice.

19.4 Immediate suspension or termination

PoodleCollective may suspend or terminate the service more quickly where reasonably necessary because:

• continued access creates a serious security risk;
• the Client asks PoodleCollective to carry out unlawful activity;
• the service is being used unlawfully;
• the Client deliberately interferes with security or monitoring systems;
• the Client acts abusively or threateningly towards PoodleCollective personnel; or
• there is serious or persistent non-payment.

Any suspension or termination will be exercised subject to applicable law.

19.5 What happens when the Support Plan ends

When the Support Plan ends:

• recurring Support Plan services will stop;
• monitoring supplied as part of the Support Plan may be removed;
• backup services supplied by PoodleCollective may be discontinued;
• PoodleCollective's access accounts may be removed;
• outstanding invoices and approved additional charges remain payable;
• the Client becomes responsible for arranging replacement monitoring, maintenance and backups; and
• confidential credentials should be updated or removed where appropriate.

PoodleCollective will provide reasonable cooperation with an orderly handover where requested.

Substantial handover, migration, documentation or technical work which falls outside the remaining Support Plan allowance may be separately chargeable.

20.1 Review each April

PoodleCollective reviews Support Plan pricing once each year, in April.

The review may include:

• monthly Support Plan fees; and
• emergency support rates applicable to Support Plan clients.

A review does not automatically mean that prices will increase.

Except for the circumstances described in this Agreement, PoodleCollective will not normally increase the standard Support Plan price more than once in a 12-month period.

20.2 Notice of an increase

Where the annual review results in an increase affecting an existing Client, PoodleCollective will aim to give the Client at least 60 days' written notice before the new price takes effect.

In all cases, PoodleCollective will provide no less than 30 days' written notice of an annual price increase.

The notice will state:

• the current price;
• the new price; and
• the date on which the new price will take effect.

No annual price increase will be applied retrospectively.

20.3 Initial minimum term

An annual Support Plan price increase will not take effect during the Client's initial three-month minimum term.

If the April price review occurs during the Client's minimum term, the revised price may take effect from the first appropriate billing period after both:

• the initial minimum term has ended; and
• the required notice period has been given.

This does not prevent a price change required by a change in VAT, taxation or another legal requirement.

20.4 Cancelling following an increase

If the Client does not wish to continue at the revised price, the Client may give notice to terminate the Support Plan in accordance with section 19.

PoodleCollective's minimum 30-day price-increase notice is intended to provide sufficient time for a Client who is outside its minimum term to give the normal cancellation notice before the revised price takes effect.

20.5 Other charges

The annual Support Plan price review does not prevent changes resulting from:

• VAT or other taxes;
• a Client changing Support Plan;
• a Client requesting additional services;
• separately commissioned projects;
• third-party software or licence costs;
• hosting or usage charges not included in the Support Plan; or
• an individually negotiated Business Critical package being varied by agreement.

Any separately chargeable work will be dealt with under the applicable quotation, proposal or agreement.

Each party retains ownership of intellectual property it owned before this Agreement.

The Client retains its rights in its:

• branding;
• content;
• website data;
• customer data;
• existing code;
• business information; and
• other materials supplied to PoodleCollective,

subject to any third-party rights applying to them.

Subject to payment of all relevant fees, the Client may use bespoke code and deliverables created specifically for its website as part of the Support Plan.

PoodleCollective retains ownership of its pre-existing and generally reusable:

• tools;
• frameworks;
• libraries;
• utilities;
• methodologies;
• processes;
• generic code;
• reusable technical components; and
• know-how.

Where PoodleCollective-owned reusable material is incorporated into a Client deliverable, PoodleCollective grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use that material to the extent reasonably necessary to use and operate the relevant deliverable.

Open-source and third-party software remains subject to its own licence terms.

Nothing prevents PoodleCollective from continuing to use general skills, experience, techniques and know-how acquired while providing the services, provided Client confidential information is not disclosed.

Each party may receive confidential commercial, technical, security or operational information belonging to the other.

Each party must:

• keep the other's confidential information appropriately confidential;
• use that information only for purposes connected with the Agreement;
• restrict access to people who reasonably require it; and
• take reasonable steps to prevent unauthorised disclosure.

Confidential information includes website credentials, security information and non-public technical information.

These obligations do not apply to information which:

• is already lawfully public;
• was already lawfully known to the receiving party;
• is lawfully received from another source without an obligation of confidentiality; or
• must be disclosed under law or by a competent authority.

Each party must comply with applicable UK data-protection law in relation to personal data processed in connection with this Agreement.

Where PoodleCollective processes personal data on behalf of the Client while providing Support Plan services, the Client will normally act as the controller and PoodleCollective as the processor in relation to that processing.

The data-processing provisions contained in Schedule 1 apply whenever PoodleCollective acts as processor on behalf of the Client.

Where either party processes personal data as an independent controller, that party remains responsible for determining and complying with its own data-protection obligations.

The Client acknowledges that a WordPress website may depend on services outside PoodleCollective's control.

These may include:

• hosting providers;
• domains;
• DNS;
• email providers;
• payment gateways;
• banks;
• delivery providers;
• APIs;
• WordPress plugins;
• themes;
• CDN providers;
• security platforms;
• analytics services; and
• other external systems.

PoodleCollective will use reasonable efforts to diagnose and assist with relevant incidents within the scope of the selected Support Plan.

We do not control and cannot guarantee the performance, availability, security or continued operation of third-party systems.

Nothing in this Agreement excludes or limits liability where it would be unlawful to do so.

In particular, nothing excludes or limits liability for:

• death or personal injury caused by negligence;
• fraud or fraudulent misrepresentation; or
• any other liability which cannot lawfully be excluded or restricted.

Subject to the above and to the extent permitted by law, neither party will be liable to the other for indirect or consequential loss.

To the extent permitted by law, PoodleCollective will not be liable for loss of:

• profit;
• revenue;
• anticipated savings;
• business opportunity;
• goodwill; or
• business,

where such loss is indirect or where exclusion of that loss is otherwise legally permitted.

PoodleCollective will not be responsible for loss caused by:

• failure of a third-party service outside our reasonable control;
• defects in third-party software we did not create;
• changes made by the Client or another supplier without our involvement;
• the Client failing to provide necessary information or access;
• inaccurate information supplied by the Client;
• systems or credentials compromised through circumstances outside our reasonable control; or
• the Client failing to follow a material technical or security recommendation,

except to the extent that PoodleCollective's own breach of this Agreement caused or materially contributed to that loss.

Subject to liabilities which cannot lawfully be limited, PoodleCollective's total aggregate liability arising out of or in connection with the Support Plan in any 12-month period will not exceed the greater of:

• the total Support Plan fees paid or payable by the Client during that 12-month period; or
• £1,000.

Where a separately negotiated and signed Business Critical agreement or project agreement contains a different liability limit, that separately agreed limit will apply to the relevant services.

Nothing in this section removes PoodleCollective's obligation to provide the contracted services with reasonable care and skill.

Support Plans are designed to reduce technical risk, maintain websites and provide ongoing professional support.

They cannot eliminate all website risk.

PoodleCollective does not guarantee that:

• a website will never become unavailable;
• software will never contain vulnerabilities;
• malware or hacking will never occur;
• backups will never fail;
• third-party updates will never cause compatibility problems;
• external services will always remain available; or
• every technical incident can be immediately or completely recovered.

PoodleCollective's obligation is to provide the agreed services with reasonable care and skill rather than to guarantee that no technical incident will occur.

Neither party will be responsible for delay or failure to perform an obligation where the delay or failure results from circumstances genuinely outside its reasonable control.

This may include:

• major infrastructure outages;
• widespread telecommunications failures;
• serious third-party platform failures;
• natural disasters;
• fire;
• flood;
• government action; or
• comparable events beyond reasonable control.

This section does not excuse an obligation to pay an amount already properly due.

The affected party should take reasonable steps to reduce the effect of the event and resume performance when reasonably possible.

PoodleCollective may use suitably qualified employees, contractors or specialist suppliers where reasonably necessary to provide the services.

PoodleCollective remains responsible for performing its contractual obligations when using subcontractors.

Where a subcontractor processes Client personal data on PoodleCollective's behalf, the requirements of Schedule 1 apply.

The Client may not transfer this Agreement to another person or organisation without PoodleCollective's written consent, which will not be unreasonably withheld in connection with a genuine sale or restructuring of the Client's business.

PoodleCollective may transfer this Agreement as part of a genuine sale, restructuring or transfer of its business, provided doing so does not materially reduce the Client's contractual rights.

Formal notices relating to cancellation, breach or termination must be made in writing.

Email is sufficient where sent to the email address normally used by the receiving party for contractual or account communications.

Each party is responsible for notifying the other of a change to its relevant contact information.

PoodleCollective may update this Agreement where reasonably necessary to reflect:

• changes in law;
• changes in technology;
• security requirements;
• changes to service delivery; or
• reasonable operational changes.

A change to the Agreement will not retrospectively remove services already paid for.

Where a change materially affects an active Client's rights or obligations, PoodleCollective will provide reasonable advance written notice.

Changes to prices are dealt with separately under section 20.

This Agreement together with the documents expressly incorporated into it forms the agreement between the parties concerning the Support Plan.

Neither party relies on a statement or representation not contained in or expressly incorporated into the agreement.

Nothing in this section excludes liability for fraud or fraudulent misrepresentation.

If either party delays or fails to exercise a contractual right, that does not by itself mean that the right has been waived.

If any provision of this Agreement is held to be invalid, unlawful or unenforceable, the remaining provisions will continue to apply so far as legally possible.

Where appropriate, the parties will seek to replace the affected provision with a lawful provision which most closely reflects its intended commercial purpose.

Unless expressly stated otherwise, a person who is not a party to this Agreement has no right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.

This Agreement and any dispute or claim arising from it are governed by the laws of England and Wales.

The courts of England and Wales will have exclusive jurisdiction, subject to any rights which cannot lawfully be excluded.