Terms of Service
Last Updated: 29th January 2021
1. Terms and Conditions
These Terms and Conditions apply to all Services provided by RelyWP Ltd a company incorporated in England and Wales with company number 11865883 and office at 38 Darwin Road, Bridlington, East Riding of Yorkshire, United Kingdom, YO16 6FZ (we, us).
All Services carried out by us shall be on these Terms and Conditions to the exclusion of all other terms and conditions of business, including any that you may send to us, and all terms otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law. We expressly reject any terms and conditions attached to any purchase order or otherwise provided by you to us.
We may vary these Terms and Conditions at any time on notice to you.
2. Definitions & Interpretation
In these Terms and Conditions, the following words have the following meanings:
|Confidential Information||shall have the meaning given to it in Condition 9;|
|Client Materials||the Website, and all content of emails communications or other materials you post, link, store or share through the Services;|
|Data Protection Legislation||The General Data Protection Regulation 2016 and the Data Protection Act 2018;|
|Fee||the fee for the Services set out on our site;|
|IP Rights||any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design right, rights in trade, business or domain names, rights in trade dress, rights in inventions, performers rights, rights in confidential information or know-how or any similar or equivalent rights in any part of the world;|
|Maintenance Plan||the monthly or yearly plan you have selected from the plans listed on our site; |
|Personal Data||shall have the meaning given to it in the Data Protection Legislation;|
|Services|| all services that we agree to provide to you whether under a Maintenance Plan, as part of a one off task, hosting, development hours, website design and/or emergency WordPress malware fix;|
|Service Materials||shall have the meaning given to it in Condition 7;|
|Subcontractors||third parties that we engage to provide the Services;|
|Website||the website that we create, manage and/or host under the Services, including all content, images, logos and software; |
|Working Day||any day other than a Saturday, Sunday or public holiday in England.|
2.2 Words in the singular include the plural and words in the plural include the singular.
2.3 Headings shall not affect the interpretation of these Terms and Conditions.
2.4 References to Conditions are references to the Conditions of these Terms and Conditions.
2.5 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.
2.6 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
2.7 A person or third party includes a corporate or unincorporated body (whether or not having separate legal personality).
2.8 Any phrase introduced by the words including or includes shall be construed as illustrative and shall not limit the generality of the related general words.
3.1 You can subscribe to a Maintenance Plan by choosing the Maintenance Plan on the site and completing the sign up page. All subscriptions are subject to our acceptance and your subscription is only complete once you have paid the first instalment of the Fee and we have confirmed your subscription to the Maintenance Plan. We may reject your application for a Maintenance Plan for any reason.
3.2 You can purchase all other Services by completing the form on the site and paying the Fee due in advance. If for any reason we are unable to carry out the Services, we shall notify you accordingly and refund you the Fee paid. In particular, if we are unable to complete a one-off task or an emergency WordPress malware fix by the end of the following Working Day, we shall provide you with a refund.
3.3 You agree that the individual purchasing Services is a suitably authorized representative to liaise with us on your behalf. The representative shall be your authorised agent and we may rely on any instructions or directions provided by any such individual.
3.4 We operate as an independent contractor and nothing contained in these Terms and Conditions shall be construed to imply that there is any relationship between the parties of employer/employee, partnership or of principal/agent nor are we engaging in any joint venture and accordingly neither of us shall have any right or authority to act on behalf of the other nor to bind the other by contract or otherwise.
4.1 The Fee for a Maintenance Plan is due either on a monthly or annual basis depending on the terms of your Maintenance Plan. The Fee for all other Services is due in advance. The Fee may be paid through direct bank transfer or through our payment provider, Stripe. If you agree to pay through our payment provider, will automatically deduct each instalment of the Fee from your debit or credit card unless we or you have cancelled your Maintenance Plan in accordance with these Terms and Conditions.
4.2 Your Maintenance Plan will automatically renew unless we or you have cancelled your Maintenance Plan in accordance with these Terms and Conditions.
4.3 If we or our payment provider is unable to deduct an instalment of the Fee on the due date, then without prejudice to any other right or remedy available to us, we may:
(a) charge costs of collection plus interest on the amount overdue from the due date until the date of actual payment in accordance with the Late Payments of Commercial Debts (Interest) Act 1998 (as amended);
(b) suspend or stop providing Services to you; and/or
(c) require full payment in advance for any Services we agree to continue to provide to you.
4.4 We may amend the Fee due at any time on at least 60 days written notice to you so that you can terminate renewal of your Maintenance Plan if you wish to do so. Continued use of the Service after the amendment to the Fee constitutes your agreement to pay the amended Fee.
5. Cancellation and refunds
5.1 As part of our “MONEY-BACK GUARANTEE”, if for any reason you wish to terminate your Maintenance Plan, you can do so on written notice to us at [email protected] and we shall refund to you any Fees paid and cancel your Maintenance Plan, provided that such notice is received within 3 days of the date of your first payment. However, if during the 3 day period we have provided any “development” services to you, under the included “Development Hours” in the Enterprise Maintenance Plan, we shall be entitled to deduct from the Fee the sum of £30 + VAT per 30 minutes of such services provided from your refund.
5.2 No refunds of any Fees paid are due for Maintenance Plan if notice is received more than 3 days after the date of your first payment.
5.3 You can cancel hosting services on at least 5 days written notice however no refund shall be due for the remainder of the month paid.
5.4 No refunds are due for any Services other than the Maintenance Plan in accordance with Condition 5.1.
6. The Services
6.1 We shall start to provide the Services within 3 Working Days of acceptance of your subscription to a Maintenance Plan. We shall provide all other Services in accordance with the timetable set out on our site, or as otherwise agreed with you.
6.2 You shall give to us full and complete access to your Website, including all code, files and database as we may reasonably require properly to provide the Services and in accordance with our instructions.
6.3 We shall ensure all Client Materials are backed-up in a regular, secure and robust manner. In the event of any loss or damage to Client Materials, your sole and exclusive remedy shall be for us to use all reasonable commercial endeavours to restore the lost or damaged Client Materials from the latest back-up of such Client Materials maintained by us or our Subcontractor. Our system backups are intended only to recover from system failure. We shall not be responsible for any loss, destruction, alteration or disclosure of Client Materials caused by any third party except our Subcontractors. Accordingly, we recommend and you agree that you shall maintain backups of all Client Materials.
6.4 If you purchase our hosting services, you are entitled to up to 1000 outgoing emails per month, which we send via our mailgun.com or postmarkapp.com account. If you exceed this amount frequently, we may request you to signup to an SMTP email provider, such as mailgun.com, for sending your websites outgoing mail.
6.5 If you purchase our hosting services, and you choose for us to manage your DNS, you are entitled to up to 500,000 DNS queries per month, which we manage via our dnsmadeeasy.com account, or unlimited DNS queries if managed on our cloudflare.com account.
6.6 If you constantly exceed the limits in your Service, including tasks, visits, storage space, outgoing email, DNS queries or bandwidth limits within your Service, we will contact you to discuss an upgrade. If you do not upgrade your Service, but continue to exceed the limits we may at our sole discretion:
(a) terminate your Service;
(b) automatically upgrade your Service as required to reflect your usage, and invoice you for the cost; or
(c) invoice you, incremental costs as follows:
– £2 + VAT per additional 1000 outgoing emails per month (if we manage your outgoing site emails).
– £5 + VAT per month for every 500,000 DNS queries per month (if we manage your DNS).
– £40 + VAT for each additional task.
6.7 If you exceed your available monthly maintenance tasks on your Maintenance Plan (for changes, updates, code changes etc), or you don’t currently have an active Maintenance Plan, then can purchase extra time to add to your account or Maintenance Plan at our then current rates. The extra time purchased will be available to use for as long as you keep an active Maintenance Plan. If you don’t have an active Maintenance Plan, it can be used for up to 6 months from purchase.
6.8 Any unused monthly “maintenance tasks” within a Maintenance Plan do not roll over to the next month. Your available tasks will reset back to your monthly Maintenance Plan allowance on your monthly renewal date.
6.9 As part of a Maintenance Plan, we may install third party plugins on your Website to help provide some of our Services, such as our RelyWP Maintenance Plugin, ManageWP, Blogvault, Malcare, WP Rocket, WPMU DEV Plugins, iThemes Security, WP Time Capsule and more. We select the third party provider of the plugin with reasonable skill and care but we are not liable for any failure or error caused by the third party plugin. If you cancel your Maintenance Plan, you agree that we can remove, or require that you remove any of the plugins we may have installed on your Website. You shall comply with any such request within 5 Working Days.
7. IP Rights
7.1 As between us, the IP Rights in the Client Materials shall remain your property. Except as provided in Clause 8 below, nothing in these Terms and Conditions shall be construed to grant us any ownership right in the Client Materials.
7.2 All IP Rights in all materials, including any computer software (in object code and source code form), data or information developed or provided by us or our Subcontractors, and any know-how, methodologies, equipment, or processes used by us or our Subcontractors to provide the Services (the “Service Materials”) shall remain the property of us or our Subcontractors. To the extent, if any, that ownership of the IP Rights in the Service Materials does not automatically vest in us under these Terms and Conditions, you hereby transfer and assign to us all rights, title and interest in such IP Rights.
7.3 On payment of the Fee due, we shall grant to you the right and licence to use, reproduce, amend, display and publish any content in a website that we have created for you under the Services.
8. Client Materials
8.1 You warrant represent and undertake that:
(a) no part of the Client Materials is in breach of any law, statute, or regulation;
(b) the Client Materials do not contain any content that is deliberately dishonest or false or that promotes fraudulent, obscene, or illegal activities; promotes violence or hatred; or is discriminatory of any group of people; is sexually explicit; or is obscene, offensive, hateful or inflammatory;
(c) nothing in the Client Materials contains any viruses or other computer programs intended to damage, detrimentally interfere with and/or surreptitiously intercept any system, network or platform; and
(d) the provision of the Services in relation to the Client Materials shall not infringe the IP Rights of a third party.
8.2 We shall be entitled to block or remove Client Materials that we believe are in breach of any of the warranties set out in Condition 8.1. However, we are not responsible for monitoring or editing the Client Materials.
8.3 You shall indemnify us and our directors from and against all third party costs, claims, demands, liabilities, expenses, damages or losses arising out of or in connection with any breach of the warranties set out in Condition 8.1 or otherwise in relation to the Client Materials.
8.4 You grant to us a non-exclusive right and licence together with the right to sub-license to use, amend, display, reproduce and distribute the Client Materials in order to carry out the Services.
8.5 You acknowledge that, by providing you with the ability to view and distribute Client Materials on the Service, we are merely acting as a passive conduit for such distribution and are not undertaking any obligation or liability relating to the Client Materials.
8.6 If You agree that in the event of any loss or damage to the Client Materials, our sole and exclusive remedy shall be to use all reasonable commercial endeavours to restore the lost or damaged the Client Materials from the latest back-up of the Client Materials we maintain by that are maintained by a Subcontractor on our behalf.
9. Confidential Information
9.1 Confidential Information shall mean all confidential information whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
9.2 The Receiving Party shall not, and shall ensure that its employees shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations under these Terms and Conditions.
9.3 The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under these Terms and Conditions and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
9.4 The provisions of Conditions 9.1, 9.2, 9.3 shall not apply to any Confidential Information which:
(a) is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
(b) is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
(c) is required to be disclosed by any court, government or administrative authority competent to require disclosure.
10.1 We warrant that:
(a) we shall provide the Services using reasonable skill and care;
(b) the performance of the Services shall not breach any other agreement entered into by us;
(c) in providing the Services, we shall not breach of any of the provisions of the Bribery Act 2010.
10.2 Except as set out in these Terms and Conditions, and to the extent permitted by law, no representations, warranties or conditions are given or assumed by us in relation to the Services including, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. You agree that you have not relied upon any other representations, warranties or conditions to enter into these Terms and Conditions.
10.3 Without prejudice to Condition 10.2, we shall have no liability for unauthorized access to, or alteration, theft or destruction of, the Client Materials or the Website through accident, fraudulent means or devices. In particular, where you have an account, you are required to keep secret your login credentials and are responsible for any activity that takes place through your login credentials. We do not warrant that the Service will function uninterrupted, secure or available at any particular time or location; any errors or defects will be corrected; the Service is free of viruses or other harmful components; or the results of using the Service will meet your requirements.
11. Warranties & Liability
11.1 Nothing in these Terms and Conditions shall operate to limit or exclude our liability for:
(a) death or personal injury resulting from negligence;
(b) fraud or fraudulent misrepresentation; and/or
(c) any other liability that cannot lawfully be excluded under English law.
11.2 We exclude any and all liability to you for:
(a) loss of profit, business, contracts and/or sales;
(b) loss or corruption of data or information;
(c) business interruption;
(d) loss of business opportunity or anticipated saving;
(e) loss or damage arising as a result of any error, omission or inaccuracy in any information you provide to us;
(f) wasted expenditure; and/or
(g) any indirect or consequential or incidental loss incurred by you in connection with the Client Materials and/or the Services even if we have been advised of the possibility of such losses.
11.3 In any event, our entire liability to you in respect of our obligations under these Terms and Conditions including any breach of warranty, condition, representation, statement, act or omission shall be limited to the Fee for the Services that are the subject of the claim paid to us in the six (6) months immediately preceding the date on which such claim accrued.
You agree to indemnify, defend, and hold harmless us, our Subcontractors and each of ours and our Subcontractors’ directors, officers, employees and agents, and defend any action brought against the same with respect to any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that such action is based upon a claim that:
(a) if true, would constitute a breach of any of your representations, warranties, or agreements under these Terms and Conditions;
(b) arises out of your negligence or wilful misconduct
(c) any of the Client Materials infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.
13. Data Processing
13.1 In performing its obligations under these Terms and Conditions, each party shall comply with the Data Protection Legislation.
13.2 If any Personal Data is included within the Client Materials, we are the processor of the Personal Data and you are the controller of the Personal Data, where processor and controller have the meanings given to them on the Data Protection Legislation.
13.3 You warrant that you have the right to provide the Personal Data in the Client Materials to us and you agree that we shall be entitled to engage Subcontractors to process the Personal Data and we shall provide you with details of the Subcontractors on request.
13.4 We shall:
(a) only process the Personal Data to provide the Services and otherwise on your written instructions, which may be specific instructions or standing instructions of general application;
(b) take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Personal Data;
(c) at your request and choice either deliver up or delete the Personal Data from our systems on termination of the Services;
(d) ensure that individuals processing the Personal Data are subject to a duty of confidence in relation to the Personal Data;
(e) assist you in providing subject access and allowing data subjects to exercise their rights under applicable laws;
(f) assist you in meeting your legal obligations in relation to the security of processing, the notification of personal data breaches and data protection impact assessments;
(g) submit to audits and inspections by you to ensure that we are complying with our obligations under this Condition 13 subject to reasonable notice and during our working hours; and
(h) notify you if we are requested to take any action in breach of any Data Protection Legislation.
14. Term and Termination
14.1 Each Maintenance Plan automatically renews every month or year as the case may be. However, you may terminate your Maintenance Plan for any reason at any time on written notice to us, provided that no refund shall be paid to you following termination under this Condition 14.1.
14.2 Either party may terminate a Maintenance Plan by notice in writing immediately if the other party:
(a) commits any material breach of any of the terms of these Terms and Conditions and if such breach is capable of remedy fails to remedy that breach within 10 Working Days of being notified of the breach; and/or
(b) enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent).
14.3 As set out in Condition 5.3, there is no right to terminate any Services except a Maintenance Plan.
14.4 All rights and remedies accrued by either party in respect of any breach of these Terms and Conditions prior to the termination or expiry of a Maintenance Plan shall continue notwithstanding the termination of the Maintenance Plan.
14.5 For 30 days following termination of a Maintenance Plan we shall keep the Website publicly accessible and at your request, we shall provide you with transition services, at our then current rates, including assistance in transitioning the Website to an alternate provider.
14.6 All Conditions that are expressed to continue following termination of the Services or by implication shall continue remain in full force following termination of the Services.
15. Force Majeure
15.1 For the purposes of this Condition 15, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.
15.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms and Conditions by an event of Force Majeure, the affected party’s obligations under these Terms and Conditions are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
15.3 If performance of any obligation under these Terms and Conditions is prevented, hindered, or delayed for more than 30 Working Days due to an event of Force Majeure either party shall be entitled to terminate the Services on written notice to the other party.
15.4 The provisions of this Condition 15 shall not be relied upon in relation to the inability of a party to pay any sums due.
16.1 Nothing in these Terms and Conditions shall confer or purport to confer on any other third party any benefit or the right to enforce any term of these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
16.2 Save as expressly provided in these Terms and Conditions no amendment or variation of these Terms and Conditions shall be effective unless it is in writing and signed by each of the parties.
16.3 The failure or delay of a party to exercise or enforce any right under these Terms and Conditions shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.
16.4 Any notice given under these Terms and Conditions shall be in writing and shall be served by delivering the notice personally, by email or by pre-paid first class post to the address for each party provided on ordering the Services or such other address or email address as either party notifies to the other from time to time. Any such notice shall be deemed to have been received if delivered personally or by email at the time of delivery and if delivered by first class post 24 hours from the date of posting.
17. Governing Law & Jurisdiction
17.1 These Terms and Conditions shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.