WPTechCentre Terms of Service
CAPITALISED TERMS USED HEREIN BUT NOT DEFINED SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE ORDER FORM.
So long as the Support period for the website (the “Product”) remains in effect, all applicable fees have been timely paid for each period and client otherwise remains in full compliance with the terms of this agreement, WPTechCentre will use reasonable commercial efforts to provide support services for that Product, as well as client’s custom code present in their themes and plugins for such Product, as and to the extent described in WPTechCentre’s then-current standard Support and Maintenance Services Terms applicable to that Product.
This service to be provided on an unlimited basis subject to a fair usage policy, which may be varied from time to time at the sole discretion of WPTechCentre.
In the case of non-contract support, the service is to be provided on an hourly rate basis, which is to be agreed in writing before starting work or otherwise at WPTechCentre’s published rates.
Clients will agree to submit Support requests to WPTechCentre via the identified method or via email@example.com if no other method is specified. Requests outside of these contacts will not be worked by WPTechCentre without consent of the contact.
Fees and Payment
Fees for Support (“Support Fees”) are initially as set forth on the applicable Order Form. WPTechCentre may change pricing for any services and shall provide Client with notice of any pricing changes, provided that such notice must be given at least thirty (30) days.
WPTechCentre will invoice all applicable fees monthly in advance and Client shall pay such fees within thirty (30) days of the date of receipt of an invoice from WPTechCentre. All payments shall be made in pounds sterling (GBP).
In the case of non-contract support, WPTechCentre will invoice all applicable fees on completion of the agreed work scope and Client shall pay such fees within thirty (30) days of the date of receipt of an invoice from WPTechCentre. All payments shall be made in pounds sterling (GBP).
Any payments more than thirty (30) days overdue will bear a late payment fee of £40 plus 1.5% per month, or, if lower, the maximum rate allowed by law. In addition, Client will pay all taxes, shipping, duties, withholdings, backup withholding and the like; when WPTechCentre has the legal obligation to pay or collect such taxes, the appropriate amount shall paid by Client directly to WPTechCentre. Client will reimburse WPTechCentre for all reasonable travel and other related expenses incurred by WPTechCentre in its performance hereunder, provided that Client approves such expenses in advance.
WPTechCentre will provide fair and similar service to all clients. The estimated usage, as described in the Order Form, forms the basis of measuring fair usage whereby the service may be restricted or withdrawn with 5 days notice should the client be deemed to be using the service unfairly.
Unfair usage constitutes:
* Excessive usage of WPTechCentre support resource that exceeds the equivalent rate of £40 per hour calculated over a 90 day period using the order value as the method to define the number of hours provided by WPTechCentre for the purposes of support.
* Any activity by the client that substantially, and without cause, adds to the workload of WPTechCentre.
* Repeated support requests outside the scope of the terms or contract.
Term and Termination
This Agreement shall commence as of the Effective Date and shall continue for the Initial Term set forth on the Order Form (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for additional successive terms of equal length to the Initial Term (each, a “Renewal Term”) unless either party gives notice to the other party of its intention not to renew this Agreement no later than thirty (30) days before the end of the Initial Term or then-current Renewal Term, as applicable. The Initial Term, together with any subsequent Renewal Term(s), shall be collectively referred to as the “Term.” Either party may terminate this Agreement by written notice to the other party in the event that such other party materially breaches this Agreement and does not materially cure such breach within thirty (30) days of such notice.
All Support Services and any other services are provided “as is” and without warranty of any kind from anyone, including without limitation, any warranty of merchantability or fitness for a particular purpose or non-infringement, all of which are hereby expressly disclaimed. Further, WPTechCentre does not warrant results or freedom from bugs or uninterrupted use.
WPTechCentre may use Client’s name and logo in client listings. WPTechCentre may issue a press release announcing the relationship contemplated hereby; Client shall have the right to approve such press release prior to publication, which approval shall not unreasonably be withheld.
Limitation of Liability
Notwithstanding anything else herein or otherwise, and except for bodily injury, neither WPTechCentre nor any of its suppliers or licensors shall be liable or obligated with respect to the subject matter hereof or under any contract, negligence, strict liability or other legal or equitable theory (i) for any amounts in excess in the aggregate of the fees paid to it hereunder with respect to the applicable product or service during the six month period prior to the cause of action; (ii) for any cost of procurement of substitute goods, technology, services or rights; (iii) for any incidental, consequential or punitive damages; (iv) for interruption of use or loss of data; or (v) for any matter beyond its reasonable control.
The products and services are not designed, manufactured, or intended for use in hazardous environments requiring fail-safe performance where the failure of the product could lead directly to death, personal injury, or significant physical or environmental damage. The parties agree that this section represents a reasonable allocation of risk and that WPTechCentre would not proceed in the absence of such allocation.
The Client acknowledges that it has read and accepts the terms of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of England and the Client hereby submits to the exclusive jurisdiction of the courts of England.
Any notices which are required to be given pursuant to this Agreement shall be in writing to the Party in question at the address detailed in this Agreement or to such other address as may be notified by the Parties in writing from time to time for the purposes of this clause. Any such notice may be delivered by hand or by first class prepaid letter and shall be deemed to have been served if by hand when delivered and if by first class post 48 hours after posting.
Neither party shall assign or otherwise transfer this Agreement or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other.
If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
WPTechCentre shall not be liable to the Client for any loss arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of execution of this Agreement other than those representations, agreements, statements or undertakings confirmed by an Authorised Representative of WPTechCentre in writing or expressly incorporated or referred to in this Agreement except that this shall not and shall not be deemed as attempting to exclude any liability of WPTechCentre due to any fraudulent misrepresentation.
This Agreement shall supersede all prior agreements, arrangements and undertakings between the parties and shall constitute the entire agreement between the parties relating to the subject matter hereof.
No forbearance, delay or indulgency on the part of either party hereto in enforcing any provision of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of any of its rights operate as a waiver of any subsequent breach.
Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties hereto or constitute WPTechCentre as agent of the Client for any purpose whatsoever. WPTechCentre shall have no authority or power to bind the Client or to contract in the name of to create a liability against the Client in any way or for any purpose.
Where one party is unable to perform its obligations under this Agreement due to an event of Force Majeure the corresponding obligations of the other Party will be suspended to the same extent. Any party that is subject to an event of Force Majeure shall not be in breach of this Agreement provided that:
* it promptly notifies the other Parties in writing of the nature and extent of the event of Force Majeure causing its failure or delay in performance;
* it could not have avoided the effect of the Force Majeure event by taking precautions which, having regard to all the matters known to it before the event of Force Majeure occurred, it ought reasonably to have taken, but did not; and
* it has used all reasonable endeavours to mitigate the effect of the event of Force Majeure to carry out its obligations under this Agreement in any way that is reasonably practicable and to resume the performance of its obligations as reasonably possible.
* If the Force Majeure event prevails for a continuous period of more than 6 months, any party may terminate this immediately upon notice to all the other Parties. On service of this notice, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.
The Contracts (Rights of Third Parties ) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.