CRU Digital is committed to supporting your online sites and stores to maximise their performance and availability. This document sets out the technical / support services provided by CRU Digital to support and maintain your store when on one of the CRU Websites or Hosting & Support plans as provided on the CRU pricing page. By selecting the support plan, will determine the level of support or services provided.
1. Definitions
- Anniversary Date means the date one calendar year from the date of payment.
- Claim means any demand, action or proceeding arising under these Terms.
- Dispute means an unresolved claim which arises under these Terms.
- Emergency Support means emergency after hours support.
- Member Portal means the portal You sign into on the Website to access member services.
- Notice means a written notice of a dispute detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
- Parties means both you and CRU, who are bound by these Terms.
- Plan means the monthly plan level you select.
- Services means eCommerce subscription based products and services.
- Subscription means subscriptions for Services provided to You by CRU.
- Subscription Fee means the fee payable on a monthly basis for access to the Service on a Subscription basis.
- Support Portal means the portal You sign into on the Website to access support services.
- Terms means the terms and conditions set out in this Agreement.
- Website means the website located at https://cru.io/.
- We/Us is a reference to CRU.
- You/Your is a reference to the user of CRU’s Services.
- Your Website means the website created by CRU as part of your Subscription.
- Your Modification has the meaning set out in clause 13.3.
2. About CRU
- Thank you for using CRU.IO Pty Ltd (ACN 161 846 395) (CRU). CRU is an eCommerce agency delivering a range of eCommerce subscription based Services to its clients.
- CRU is committed to supporting Your online sites and stores to maximise their performance and availability. These Terms and Conditions (the Terms) set out the technical and/or support Services provided by CRU to support and maintain Your store when on one of the CRU Websites or Hosting & Support plans as provided on the CRU Pricing Page. The support plan selected will determine the level of support or services provided.
- These Terms, together with the Plan specification as provided on the CRU Pricing Page constitute a legally binding agreement between You and CRU, for the provision of various website hosting, support and maintenance services (the Services), set out in Your selected Plan.
- CRU reserves the right to review and change any of the Terms by updating this page from time to time at its sole discretion. When CRU updates the Terms, it will use reasonable endeavours to provide You with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. You agree to comply with the latest Terms applicable at that time.
- CRU may choose not to exercise or enforce any right or provision of the Terms; in doing so, we are not waiving that right or provision. These Terms do contain a limitation of CRU's liability. These Terms supersede any existing agreements between You and CRU.
3. Acceptance of the Terms
You acknowledge that You have read, understood, and agreed to be bound by these Terms by making any payment for the use of the Services.
CRU reserves the right to refuse service to any client, if these are not aligned with our business operating principles and policies.
4. Subscription and Service Fees
- In order to commence Your Plans and/or Services (WP, ECOM, 360, SOS or CRU TEAM), CRU must be in receipt of payment of the relevant charges as outlined on the CRU.io website or any other documentation or custom quote provided to You.
- Subsequent payments are due on the Anniversary Date of any subscription term in advance for the following subscription term’s service.
- All service fees are disclosed within a product description or will be disclosed to You prior to payment being required for any custom quotations or services ordered via the Support Portal.
- All Subscriptions are recurring by nature and You agree to pay any recurring fees listed in the Service description in advance, due on the Anniversary Date of such Subscription term, until You submit a cancellation request in accordance with these Terms or until You cancel Your Subscription within the Member Portal.
- The Subscription Fees are subject to change from time to time without notice.
5. Payment and Invoicing Process
- CRU uses a third party payment gateway to facilitate payment of the Subscription fee on the Website.
- You authorise CRU to direct debit Your nominated account to make payment of the Subscription fees when they fall due and payable.
- Invoices are provided to You by email using the contact email address assigned to You or any additional billing contacts within the CRU Member Portal. Invoices cannot be sent via postal mail or any other courier style service.
- CRU does not provide written or printed statements. However, an account’s invoice history is always available for viewing by You within the Member Portal.
- If You fail to make any payment (including payment of recurring fees), and the payment remains due for more than 14 days, CRU may temporarily deny service or terminate this Agreement. You may also be charged reasonable interest and collection fees.
- Such termination or denial will not relieve You of responsibility for the payment of all accrued charges, plus reasonable interest and any collection fees. Accounts that are not collectable by CRU may be turned over to an outside collection agency for collection which may result in additional fees or fines being payable.
6. CRU Credits
- You agree to pay in advance for CRU Credits which will be used in exchange for CRU Features and other CRU services including CRU TASKS or general support actions provided by our support staff. These can be accessed and purchased via the CRU Pricing Page.
7. Termination
- Service Cancellation by You
CRU provides an ongoing recurring service that will remain active until such time as You cancel via the Member Portal. - Service cancellation by CRU
CRU reserves the right to terminate the Service or Plan at any time with written notice to You. - No Cancellation Fee
CRU does not charge a cancellation fee and does not refund prepaid fees.
If You breach any of these Terms CRU will be entitled to immediately ban You and delete Your account.
Upon successful cancellation of a Plan or Service, all data stored within the cancelled service will be removed. CRU does not provide any guarantees that Your data will be retrievable once the cancellation process has been completed.
All data belonging to You including Your Website is to be considered Your property. Whilst CRU will cover any associated plugin licenses for various website features as part of Your selected plan, when You leave and migrate Your Website away from CRU, it will be your responsibility to maintain any such licenses. All CRU subscription plugins are proprietary (CRU CLUB) and are not included when the Services provided to You are terminated, however, CRU will provide Your subscription data in the form of a CSV file.
8. Refund Policy
- All payments to CRU are non-refundable, and may only be refunded in exceptional circumstances at the complete discretion of CRU, whose decision will be final and binding.
- One time setup and additional fees are non-refundable, unless an ordered hosting or additional service cannot be provided by CRU.
- Where an ordered service cannot be provided but an alternative service is provided in its place, all applicable one-time setup fees will remain payable.
- Refunds are not provided automatically and must be requested by the customer within 30 days of requesting cancellation.
- All overcharges or billing disputes must be reported within 60 days of the time the dispute occurred. If You dispute a charge to Your credit card issuer that, in CRU’s sole discretion is a valid charge under the provisions of these Terms, You agree to pay CRU a fee of not less than $50 and not more than $150 (Administrative Fee).
9. Security
- CRU provides its services as is, without any guarantees on security or other issues leading to loss of data, sale or reputation.
10. Service Disruptions
- We ensure to the best of our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however, we will not be held liable for any disruption of services if such a situation arises.
11. Third-Party Suppliers
- The relationship of CRU with its suppliers, partners and sub-contractors is of an independent nature. None of the parties has any power, right or authority to interfere or bind the other or assume or create any obligation or responsibility, whether expressed or implied, on behalf of the other or in the other’s name.
12. Indemnification
- You will indemnify and hold CRU, its licensors, content providers, service providers, employees, agents, officers, directors, contractors and sub-contractors (the Indemnified Parties) harmless from Your breach of any of these Terms or any other terms, conditions, policies or procedures herein, including, without limitation, any use of content other than as expressly authorised in these Terms.
- You agree that the indemnified parties will have no liability in connection with any such breach or unauthorised use, and You agree to indemnify and hold harmless the Indemnified Parties from any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of Your use of the information obtained from CRU.
13. Liability
- CRU will not be liable for any breach of these Terms which is caused by a matter beyond its reasonable control including but not limited to act of God, fire, lightning, explosion, war, disorder, flood, earthquake, industrial disputes (whether or not involving their employees), extremely severe weather, or acts of local or central government or other competent authorities. Or for any consequential, indirect or special losses of any kind (including, without limitation, loss of profit, loss or corruption of data, hosting or business interruption or indirect costs) suffered by You or any third party in relation to these Terms, the Website, the Services; or if anyway for any third party provided content or software that You may upload, transmit, place, add or otherwise use in relation to the Services.
- Notwithstanding any other provision in these Terms, CRU’s liability to You or any third party excludes any consequential, indirect or special losses of any kind (including, without limitation, loss of profit, loss or corruption of data, hosting or business interruption or indirect costs) suffered by You or any third party in relation to these Terms, the Website, or the Services;
- If you modify Your Website or any deliverables we have provided to you as part of the Services, in anyway, including but not limited to installing any third party content or software, or interfering with or modifying the Services we provide to you (including allowing a third party to do so) (“Your Modifications”):
- you are wholly liable for any defect, damage, or loss arising (whether wholly or partly) from Your Modifications including but not limited to any breach of data confidentiality, compromise in data integrity, or inability or reduced ability to access data; and
- if you require us to rectify any defect in Your Website or any deliverables we have provided to you as part of the Services, due (wholly or in part) to Your Modifications, this will not be covered as part of your Subscription and CRU will be entitled to charge – and you must pay – extra fees and disbursements. CRU’s professional fees for this work will be as per the rate set out in clause 18.6 of these Terms.
14. Custom Software Licenses
- CRU grants you a limited, revocable, worldwide license to use any custom-built software for You, and for Your exclusive use only. This license is granted to you only for the duration that you pay CRU the CRU Feature fees.
15. No set off or withholding
- You must pay the full amount of any invoice or fee and may not set off or withhold any amounts from such payment.
16. Applicable taxes
- All costs listed in these Terms are exclusive of applicable federal and state taxes, including relevant sales tax.
- Taxes will be added to each invoice and charged to the Client at the time of billing.
17. Representation & Warranties
17.1 Warranties by You
You hereby represents and warrants to CRU that:
- It is the lawful owner or rightful licensee of any and all images, logos, trademarks, trade names or other licensable intellectual property used in Your Website;
- All content supplied by You to CRU under these Terms do not infringe upon the intellectual property rights of any third party and does not contravene any Australian laws; and
- You hold all necessary licenses to conduct your business and enter into these Terms.
17.2 No Implied Warranties
- To the extent permitted by law, CRU excludes all implied warranties and conditions relating to the Website, Plans and Services.
- CRU specifically disclaims any guarantees, warranties or other positioning or the levels or timing of Services including:
(i) costs per click;
(ii) click through rates;
(iii) conversions or other results for any ads; or
(iv) availability and delivery of any impressions, ads or otherwise
- on third party sites or tools; and
(a) Any liability CRU may have for breach of these Terms or breach of any implied warranties or condition is limited as determined by CRU in its sole discretion to:
(i) re-provision of Plans or Services by CRU to You; or
(ii) payment for the cost of another provider to supply the Plans or Services to You.
(b) Notwithstanding any other provision in these Terms, CRU has no liability for loss or damage which arises directly or indirectly as a result of these Terms or any Services provided by it to You whether in contract, tort, for negligence or otherwise and whether that damage is direct, indirect, consequential or otherwise including loss of profits, lost opportunity or loss of page rank or page indexing caused by search engine algorithm changes.
(c) Notwithstanding any other provision in these Terms, and to the fullest extent
18. CRU Obligations
18.1.Functional Overview
- CRU is a provider of website, server and software maintenance service, creative development and support to You.
- Support services provided by the Project / Account Manager, Support Officer will be covered by the pre-purchased CRU CREDITS or included CRU TASKS dependant on selected plan level (CRU 360 plans only) and all work undertaken by this personnel will be captured and logged against remaining CRU TASKS or CRU CREDITS.
- Once a new issue/task is received via the Support Portal a CRU Digital Support Manager will always provide a time estimate for issues/tasks before commencing. This will allow You the opportunity to decline proposed work if the number of CRU TASKS or CRU CREDITS is too high.
18.2 Issues Tracking
CRU must respond to all reported / flagged / logged issues by You within the timeframes outlined in the plan levels.
2. Reporting
CRU will report the progress of issues diagnosis and resolution within the Support Portal.
18.3 Response times
Please see the CRU pricing page for response times based on Your selected Plan Level
here.
18.4 Administration access
In the event you have or provide an external party with website administration access and code or non-approved plugins are added to the site which cause downtime or loss of income including but not limited to loss of data, plugin conflicts, code changes, security breaches. You expressly accept the risk of any and all such damages and fees associated with these damages. Fees are classified as Emergency Support and are set out below.
18.5 Emergency After Hours Support - Fees
1. We understand that service critical issues happen at all hours of the day and night, including weekends.
2. Emergency response times outside of regular business depend on the plan and plan level You have selected.
3. Standard support hours are Monday - Friday and is dependant on the plan level selected .
4. Weekend support hours are Saturday/Sunday and public holidays between 10am - 6pm AEST unless otherwise agreed upon for CRU ENTERPRISE clients.
After hours support is Monday - Friday and is based on the plan level selected
| CRU 360 CORE | CRU 360 PRO | CRU 360 XL | CRU 360 ENTERPRISE |
Weekend Support Hours | Not Included | Emergency Issues Only - Service Fee Applies | Emergency Issues Only | CUSTOM - See customer agreement if on this plan |
Emergency After Hours Support | Not Included | Emergency Issues Only | Included | CUSTOM - See customer agreement if on this plan |
Emergency Support for customers on unsupported plans is at the discretion of CRU and is determined by staff levels, workload and the type of support requested. A higher fee will also be applied.
18.6 Service Fees
For Emergency Support for Plans that do not include after hours support the following fees will apply:
$200 per hour (exclusive of GST) with a minimum bill time of 30 minutes for diagnosis and resolution time. This includes time for diagnosis.
Unless otherwise stated by the Plan You select, access to CRU staff members, senior directors or owners is charged via a booking link.
19. Copyright and Intellectual Policy
- The Website, Plans, Services and all of the related products of CRU (the Material) are subject to copyright. The Material is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Website, Plans, Services (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, plugins (CRU Club), scripts, design elements and interactive features) or the Services are owned or controlled for these purposes and are reserved by CRU or its contributors.
- You agree to hold us harmless and to indemnify CRU against all claims for infringement of intellectual property rights by a third party in relation to all images, logos, trademarks, trade names or other licensable intellectual property used in Your Website, and for any of Your Modifications. The extent of your indemnity shall extend to CRU’s legal costs and expenses on a solicitor-and-client basis.
20. Privacy
CRU takes Your privacy seriously and any information provided through Your use of the Website, Plans, Services are subject to CRU’s Privacy Policy, which is available on the Website.
21. Dispute Resolution
- If a Dispute arises out of or relates to these Terms, either party may not commence any Tribunal or Court proceedings in relation to the Dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).
- A party to the Terms claiming a Dispute has arisen under the Terms, must give written notice (Notice) to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
- On receipt of the Notice by the other party, the parties to the Terms must:
- Within fourteen (14) days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
- If for any reason whatsoever, fourteen (14) days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon the selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association (https://ama.asn.au/) or his or her nominee;
- The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing, undertake to pay any amounts requested by the mediator as a precondition to the mediation commencing. The Parties must each pay their costs associated with the mediation;
- The mediation will be held in Melbourne, Victoria, Australia.
- All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
- If two (2) weeks have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
22. Governing Law
The Terms are governed by the laws of Victoria, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Victoria, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
23. Severance
If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed, and the rest of the Terms shall remain in force.