Emergency Support Terms

These Emergency Support Terms apply to emergency website support services supplied by Poodle Collective Ltd, a company registered in England and Wales under company number 16818378 ("Poodle Collective", "we", "us" or "our").

These Terms are intended for business customers only.

By asking us to provide Emergency Support, you confirm that you are acting for purposes relating to your trade, business, craft or profession and that you have authority to instruct us in relation to the website, systems and accounts concerned.

If you are legally acting as a consumer despite the above, nothing in these Terms excludes or restricts any rights or remedies that cannot lawfully be excluded.

1. About these Terms

These Terms apply whenever we agree to provide emergency website support, including:

• Same-Day Emergency Rescue;
• Evening Emergency Support;
• Weekend and Bank Holiday Priority Support; and
• any other emergency or out-of-hours support that we expressly agree will be provided under these Terms.

They apply whether you are a new client or an existing Poodle Collective client.

If you already have a separate Support Plan Agreement, service agreement or other written contract with us, these Emergency Support Terms apply specifically to emergency work unless the other agreement expressly states otherwise.

If there is a conflict between these Terms and specific written terms we agree with you for a particular emergency, the specific written terms will take priority for that emergency.

2. What Emergency Support is for

Emergency Support is intended for urgent technical problems affecting the availability, security or important functionality of a website or related system.

This can include issues such as:

• a website being down or unavailable;
• hacked or compromised websites;
• malware or malicious code;
• security incidents;
• failed updates;
• critical WordPress, WooCommerce, plugin or theme errors;
• broken checkout, booking, membership or other important functionality;
• server or hosting-related problems; and
• other urgent technical faults that are materially affecting the operation of the website.

You do not need to diagnose the cause before contacting us.

We will decide whether the issue is suitable for Emergency Support after reviewing the information available to us.

3. Emergency Support options and charges

Our current standard Emergency Support options are:

Same-Day Emergency Rescue

£300 fixed fee

Includes:

• priority scheduling;
• immediate fault diagnosis;
• up to two hours of emergency support;
• website recovery and stabilisation where reasonably possible;
• security assessment where applicable; and
• recommendations for any additional remedial work required.

The fixed fee covers up to two hours of our time. It does not guarantee that the underlying problem will be completely resolved within that time.

Evening Emergency Support

£125 per hour

A two-hour minimum engagement applies.

The minimum charge is therefore £250.

This service is available subject to our availability for urgent work outside our standard weekday support hours.

Weekend and Bank Holiday Priority Support

£150 per hour

A two-hour minimum engagement applies.

The minimum charge is therefore £300.

This service is available subject to our availability on Saturdays, Sundays and UK public or bank holidays.

All prices are exclusive of VAT where VAT is legally chargeable.

If a different fee is agreed with you in writing before the work starts, the agreed fee will apply.

4. Standard support hours

Our standard support hours are 8:00am to 6:00pm UK time, Monday to Friday, excluding public and bank holidays.

Emergency Support outside these hours is subject to availability.

Professional and Growth Support Plan clients may request out-of-hours Emergency Support at the applicable published emergency rates, subject to availability.

Business Critical Support Plan clients receive priority access to out-of-hours Emergency Support for qualifying critical issues in accordance with their Support Plan Agreement.

Nothing in these Terms creates a 24-hour, seven-day-a-week support obligation or guaranteed out-of-hours service unless we have expressly agreed this with you in writing.

5. Sending an Emergency Support request

Submitting an Emergency Support form, sending us an email, calling us or otherwise contacting us about an emergency does not by itself mean that we have accepted the work.

We will review the information you provide and, where possible, confirm:

• whether we are available;
• whether the issue appears suitable for Emergency Support;
• the applicable Emergency Support option or rate;
• any information or access we need; and
• any other important conditions that apply.

We may refuse an Emergency Support request where we do not have capacity, the problem falls outside our expertise, appropriate access cannot be provided, the system presents an unacceptable security or legal risk, or for another reasonable technical or commercial reason.

6. When the Emergency Support agreement begins

A contract for Emergency Support is formed when:

1. we confirm that we have accepted the Emergency Support request and the applicable charge;
2. you confirm that you want us to proceed; and
3. any payment required before work begins has been received.

For existing clients with agreed invoicing arrangements, we may agree to start work before payment is received.

Our acknowledgement that we have received an enquiry is not acceptance of the Emergency Support engagement.

7. Payment

Unless we agree otherwise in writing, new clients must pay the applicable fixed fee or minimum Emergency Support charge before technical work begins.

For Evening Emergency Support, this will normally mean payment of the two-hour minimum charge of £250 before work begins.

For Weekend and Bank Holiday Priority Support, this will normally mean payment of the two-hour minimum charge of £300 before work begins.

Same-Day Emergency Rescue is normally paid as the £300 fixed fee before work begins.

Existing Support Plan or retained clients may be invoiced instead where we agree this.

Any additional charges approved during the engagement will be invoiced or charged as agreed with you.

Where an invoice becomes overdue, we reserve the right to exercise any rights available to us under applicable legislation relating to late payment of commercial debts.

8. What counts as Emergency Support time

Chargeable Emergency Support time may include time reasonably spent:

• investigating the problem;
• reviewing website files, databases, logs or configuration;
• accessing hosting, servers, DNS or related services;
• examining code, plugins, themes or integrations;
• diagnosing security incidents;
• removing or isolating malicious code;
• testing possible fixes;
• restoring backups;
• repairing or replacing damaged files;
• implementing temporary or permanent fixes;
• communicating with hosting providers or other relevant suppliers;
• deploying and testing changes;
• monitoring the immediate result of emergency work; and
• communicating technical findings and recommendations to you.

Time spent solely dealing with our own administration or billing is not treated as technical Emergency Support time.

9. Additional time and work

Emergency problems vary considerably in complexity.

If the issue cannot be resolved within the time included in your Emergency Support option, we will explain what we have found and, where reasonably possible, obtain your approval before carrying out additional chargeable work.

Additional time will be charged at the rate agreed with you before that additional work begins.

We will not intentionally turn an initial Emergency Support engagement into an open-ended development project without discussing the additional work with you.

Where the emergency reveals a larger underlying problem, we may recommend:

• additional remedial work;
• a security review or security hardening service;
• performance work;
• hosting or infrastructure changes;
• replacement or redevelopment of defective functionality; or
• ongoing support under a Support Plan.

Any such work is outside the original Emergency Support scope unless we expressly agree otherwise.

10. Response and resolution times

We understand that Emergency Support is requested because the issue is urgent and we will use reasonable efforts to begin work within any timeframe we have confirmed.

However, response times and resolution times are not the same thing.

Any response time, priority window, same-day indication or other timing shown on our website or confirmed to you is a service target unless we expressly describe it as a guaranteed service level in writing.

We do not guarantee that:

• every emergency can be resolved;
• a website can be restored within a particular period;
• an issue can be resolved within the initial two-hour period;
• third-party services will respond within a particular period; or
• a website will remain completely free from further faults after emergency work has been completed.

Some problems can only be fully diagnosed after investigation has begun.

11. Your responsibilities

You agree to:

• provide accurate information about the problem so far as you reasonably can;
• tell us about any recent changes, updates, migrations, security incidents or other events that may be relevant;
• provide the access reasonably required for us to investigate and work on the problem;
• ensure that you have authority to give us that access;
• maintain or provide access to relevant third-party licences and services where required;
• respond reasonably promptly where we need a decision or approval from you; and
• tell us about any known backup, security or recovery arrangements.

If you are instructing us on behalf of another organisation or website owner, you confirm that you are authorised to do so.

Delays caused by unavailable, incorrect or restricted access may delay our ability to investigate or resolve the emergency.

12. Passwords and sensitive access information

Do not send passwords, private keys, API secrets or other sensitive credentials through our public Emergency Support forms.

Where secure access is required, we will tell you how it should be provided.

Where possible, you should provide temporary or appropriately restricted access rather than sharing permanent credentials.

You are responsible for removing or changing temporary access once it is no longer required, unless we have agreed to manage ongoing access as part of another service.

13. Backups and emergency changes

Emergency technical work can involve changes to a live production system.

Where reasonably practicable, we will check that a suitable backup or recovery option exists before making material changes.

However, the nature of an emergency may mean that:

• the website is already inaccessible or damaged;
• an existing backup is unavailable or unreliable;
• a backup cannot safely be created before action is required; or
• immediate containment is needed to reduce further damage.

You authorise us to make reasonable technical changes necessary to investigate, contain or stabilise the emergency within the agreed scope.

These changes may include, where appropriate:

• disabling a plugin, theme, integration or account;
• placing part or all of a website into maintenance mode;
• changing configuration;
• blocking suspicious traffic;
• replacing or removing compromised files;
• resetting or restricting access;
• restoring files or data from an available backup; or
• temporarily disabling affected functionality.

Where a proposed action could cause significant irreversible data loss or another material impact, we will seek your approval before proceeding where it is reasonably practicable to do so.

14. Existing faults and condition of the website

Emergency Support is often provided to websites that are already faulty, compromised, outdated or unstable before we become involved.

We are not responsible for faults, vulnerabilities, data loss, malicious code, technical debt or other problems that existed before we started the Emergency Support engagement.

Where we discover additional problems, we will tell you where reasonably possible and may recommend further work.

The fact that we work on one part of a website does not mean that we have audited, approved or accepted responsibility for the website as a whole.

15. Third-party services

Websites commonly depend on services and software that we do not own or control, including:

• hosting providers;
• domain registrars;
• DNS and CDN providers;
• Cloudflare and similar services;
• WordPress plugins and themes;
• payment gateways;
• email services;
• external APIs;
• SaaS platforms;
• ecommerce services; and
• third-party integrations.

We may investigate or assist with problems involving these services, but we cannot control their availability, actions, response times, software, security, pricing or technical decisions.

We are not responsible for a failure or delay caused by a third-party service except to the extent that the failure or delay is directly caused by our own breach of these Terms.

You remain responsible for third-party licence fees, hosting charges and other external costs unless we expressly agree otherwise.

16. Security incidents, malware and hacked websites

Where a website has been compromised, our work may include investigation, containment, malware removal, restoration and reasonable security measures.

Security incidents can be complex and attackers may use hidden persistence mechanisms, compromised user accounts, vulnerable third-party services or malicious code that is difficult to identify.

We will use reasonable care and skill when carrying out security-related Emergency Support, but we cannot guarantee that:

• every malicious file, backdoor or compromised account will be identified;
• every underlying vulnerability can be identified during emergency work;
• the website cannot be compromised again;
• credentials held by unrelated third parties have not been compromised; or
• emergency remediation amounts to a full penetration test, forensic investigation or security audit.

Where a more extensive security investigation or hardening exercise is appropriate, we may recommend this separately.

17. Personal data and security incidents

An emergency affecting a website may involve personal data.

Where we process personal data on your behalf as a data processor, our Data Processing Terms apply in addition to these Emergency Support Terms.

Those Data Processing Terms govern matters including processing instructions, confidentiality, security, sub-processors, data breaches, international transfers and the return or deletion of personal data.

You remain responsible for your own obligations as controller of personal data, including determining whether an incident requires notification to affected individuals, the Information Commissioner's Office or another regulator.

Where we are acting as your processor and become aware of a personal data breach affecting personal data we process on your behalf, we will deal with that breach in accordance with our Data Processing Terms and applicable data protection law.

Our Privacy Policy applies separately to personal data that we process for our own business purposes, such as enquiry, billing and client contact information.

18. Confidentiality

Each party must keep confidential information received from the other party confidential and must not disclose it except:

• where reasonably necessary to provide or receive the Emergency Support service;
• to professional advisers who are subject to appropriate confidentiality obligations;
• where disclosure is required by law, court order or a competent authority; or
• with the other party's consent.

This does not apply to information that is already lawfully public or was lawfully known to the receiving party independently of the engagement.

19. No guarantee of business continuity or commercial outcome

Emergency Support is a technical service.

We do not guarantee:

• continuous website availability;
• uninterrupted ecommerce or payment processing;
• recovery of every sale, enquiry, booking or transaction;
• any particular level of revenue;
• restoration of search rankings or traffic;
• recovery of all lost or corrupted data; or
• any particular commercial result following the work.

Our responsibility is to provide the agreed Emergency Support service with reasonable care and skill, not to insure the business against the financial consequences of website failure.

20. Cancellation

You may cancel an Emergency Support request at any time before we accept it.

If you cancel after payment but before we have started work or reserved specific out-of-hours capacity for you, we will refund the Emergency Support payment unless we have agreed otherwise.

Once technical work has started, the Same-Day Emergency Rescue fee is non-refundable.

For Evening Emergency Support and Weekend and Bank Holiday Priority Support, the applicable two-hour minimum charge becomes payable once we have begun the engagement or reserved the agreed emergency slot for you.

If you ask us to stop after work has begun, you remain responsible for the charges already incurred and any applicable minimum charge.

Any unused additional time that has not been worked will not be charged unless it formed part of an agreed minimum engagement.

21. Our right to stop or refuse work

We may refuse, suspend or stop Emergency Support where:

• payment has not been made when required;
• required access is not provided;
• continuing the work would create an unacceptable security risk;
• we reasonably believe the instructions may be unlawful;
• you do not have authority to instruct us;
• the work is materially different from the emergency originally described;
• the system or infrastructure is unsafe or outside our reasonable technical capability;
• a third party prevents us from continuing;
• you ask us to carry out work that we reasonably consider unsafe or inappropriate; or
• abusive, threatening or seriously unreasonable behaviour occurs.

Where reasonably possible, we will explain why work has been stopped and what we recommend happens next.

22. Our standard of service

We will provide Emergency Support with reasonable care and skill.

Technical support necessarily involves professional judgement and, particularly during an emergency, more than one reasonable technical approach may be available.

We do not breach these Terms merely because an attempted reasonable fix does not resolve the underlying issue, provided that we have carried out the agreed service with reasonable care and skill.

23. Liability

Nothing in these Terms 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 that cannot lawfully be excluded or limited.

Subject to the above, and to the fullest extent permitted by law, Poodle Collective will not be liable for:

• indirect or consequential loss;
• loss of profit;
• loss of revenue;
• loss of sales;
• loss of anticipated savings;
• loss of business opportunity;
• loss of contracts;
• loss of goodwill or reputation;
• losses caused by a third-party service or supplier that we do not control;
• losses caused by faults or vulnerabilities that existed before our engagement;
• losses caused by your failure to follow reasonable recommendations we have provided; or
• loss or corruption of data except to the extent directly caused by our failure to exercise reasonable care and skill.

Subject to liabilities that cannot lawfully be limited, our total aggregate liability arising from a particular Emergency Support engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid or payable to us for that Emergency Support engagement.

This clause does not affect any remedy or liability that cannot lawfully be limited or excluded.

24. Events outside our reasonable control

We are not responsible for delay or failure to perform the Emergency Support service where this is caused by circumstances outside our reasonable control.

This may include:

• widespread internet or telecommunications failure;
• power failure;
• failure of hosting or cloud infrastructure;
• failure of a third-party service;
• cyber attacks affecting infrastructure outside our control;
• acts or omissions of hosting companies or other suppliers;
• fire, flood or severe weather;
• government or regulatory action; or
• other events that we could not reasonably prevent.

We will take reasonable steps to reduce the impact where practicable.

25. Intellectual property

You retain ownership of your existing website content, data and intellectual property, subject to any third-party rights that already apply.

We retain ownership of our pre-existing tools, development methods, libraries, know-how, templates and reusable code.

Emergency Support does not transfer ownership of third-party software, plugins, themes, libraries or other materials that are subject to their own licence terms.

Where substantial bespoke development is required beyond emergency repair or stabilisation, intellectual property arrangements may be dealt with in a separate project agreement.

26. Records and communication

We may keep reasonable records of:

• the Emergency Support request;
• our diagnosis;
• work carried out;
• changes made;
• time spent;
• communications with you;
• approvals given; and
• recommendations provided.

These records may be used for service delivery, billing, security, legal and legitimate business purposes in accordance with our Privacy Policy and, where applicable, our Data Processing Terms.

Email and other agreed written electronic communications may be used to confirm approvals, changes of scope and additional charges.

27. Changes to these Terms

We may update these Emergency Support Terms from time to time.

The version that applies to an Emergency Support engagement will normally be the version made available to you when that engagement is accepted, unless we both agree otherwise.

Changing the website version of these Terms does not retrospectively change an Emergency Support engagement that has already been accepted.

28. Entire agreement

These Terms, together with:

• our written confirmation of the Emergency Support engagement;
• any specific scope or pricing agreed with you;
• our Data Processing Terms where applicable; and
• any existing agreement expressly stated to apply,

form the agreement between us for the relevant Emergency Support service.

Each party acknowledges that it has not relied on any statement or representation that is not contained in or expressly incorporated into that agreement, except that nothing in this clause limits liability for fraud or fraudulent misrepresentation.

29. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be treated as modified to the minimum extent necessary to make it valid and enforceable.

If that is not possible, the affected provision will be treated as deleted.

The remaining provisions will continue in effect.

30. Waiver

If either party does not immediately enforce a right under these Terms, that does not mean the right has been waived.

A waiver is only effective in relation to the specific matter for which it is given.

31. Third-party rights

Unless these Terms expressly state otherwise, a person who is not a party to the Emergency Support agreement has no right to enforce any provision of it under the Contracts (Rights of Third Parties) Act 1999.

32. Governing law and jurisdiction

These Emergency Support Terms and any dispute or claim arising from them, including non-contractual disputes or claims, are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction to settle any dispute or claim arising from or connected with these Terms or an Emergency Support engagement.

33. Contact details

Poodle Collective Ltd

Company number: 16818378

Registered office:

12 Granary Wharf Business Park

Wetmore Road

Burton-on-Trent

Staffordshire

DE14 1DU

United Kingdom

Website: poodlecollective.com

For service enquiries, please use the contact details or Emergency Support forms provided on our website.