Throughout these Terms, Worx is referred to as WORX, we, us or our. Our customer is referred to as you or your. Your customer, or user of your services, is referred to as the “End User.”
Your subscription contains the services, software and hardware we provide to you and how they are configured. These are referred to collectively as the “Service” or “Services”. The subscription also contains information on the Fees Charged and duration of the Agreement. The Effective Date of these Terms is the date on which we create a billing profile for you.
- Our Rights and Responsibilities
1.1. You have the right to connect to our data centre and network, using the Platform, on a 24 x 7 basis, limited by these Terms. 1.2. We agree to provide you with sufficient bandwidth, server capacity and facilities to operate your website. We provide a WordPress Multi-Site platform for you to use, it is rented to you: we will retain ownership of the Platform; you agree to take no action inconsistent with our ownership interest. 1.3. We control the configuration, system updates and general security of the Platform. There may still be certain circumstances in which we apply updates or patches to the Platform (Updates). However, since WordPress and the plugins, themes and 3rd party integrations are not built by us, we have no liability, and you agree to release us from any liability, that results from our actions which may cause a disruption to your service. 1.4. Please review our Service Level Agreement (SLA), a link to our SLA is provided at the bottom of this Agreement and linked from our website www.worxhub.co.uk – it is your sole and exclusive remedy for disruptions to the Service. We will make every reasonable effort to minimize impact to the Service, although it may become necessary to interrupt the operation of the Service, remove or rearrange Platform, disconnect or disable devices, limit access, or disable software, during an emergency. 1.5. If the traffic you receive is detrimental to our network stability, it may be necessary, in extreme cases to be determined by ourselves, to limit or stop all your data transfer until we can migrate your website to a dedicated hosting environment. If this occurs, we will use commercially reasonable efforts to contact you using the information provided within the ‘Customer Details’ section of your account. We will attempt to limit the time period on restrictions to your data transfer, but this type of restriction will not be a material breach of these Terms. 1.6. We retain the right to maintain and operate our facilities in such a manner as will best enable us to conduct our normal business operations. Disruptions to the Service, including scheduled and emergency maintenance, are covered by the SLA. You may not terminate these Terms based on changes in this operation unless such a change materially alters the type of Service provided by us. The term “materially” shall be determined from the perspective of a reasonable business person with significant experience conducting business on the Internet. 1.7 We agree to undertake and complete the Services set out in the subscription in accordance with, and on, the schedule set out therein. 1.8 The Services described in your subscription shall be performed by us as an independent contractor. We shall be your agent solely for the purpose of purchasing, and if necessary entering into license agreements for, the goods. Other than the specific acts set out in the previous sentence, we shall not have the power to bind or represent you for any other purpose. 1.9 You will promptly obtain, and upon our request provide to us confirmation that you have received all “Necessary Consents.” “Necessary Consents” means any consents or approvals required to give us, and if necessary, our subcontractors the right or license to access, use and/or modify, the software and other products, data and content that you provide to us to perform the Services, or that we require to perform the Services. If you fail to provide us with the Necessary Consents, and we are unable to perform the Services as a result, you will remain responsible for the full amount of the Fees.
- Your Rights and Responsibilities
2.1. You are solely responsible for maintaining up to date contact records to allow us to perform our duty in a timely fashion and as described in the pricing plans. 2.2 You agree to submit work orders only via the approved methods of the website, your account centre and our call centre.
The initial term will begin on the date of your first subscription payment. If you purchase additional Services from us, the Term of this Agreement, and all Services, shall be extended to the termination date of the additional Services. Should the Term of the additional Services be shorter than your current Term, the current Term will remain in effect. Following the expiration of a Service’s respective Initial Term, the term will automatically renew for the length of the Initial Term (Renewal Period). Unless otherwise set out in the Subscription, you must cancel a particular Service in writing no later than 30 days prior to the expiration of the Initial Term or any Renewal Period.
- Payment Terms
4.1. You are responsible for the Fees set out in your subscription. Fees are due on the date of your subscription and then at the start of each new billing period (monthly or yearly). 4.2. You are responsible for all taxes and fees levied on the Service – other than those charged for VAT or other taxes based on our net income. 4.3. Our obligation to provide the Service is contingent on your payment of the Fees by the Due Date. You must pay the Fees without set off or deduction. It is your responsibility to ensure that we receive payment of the Fees. Except in the case of a Force Majeure event, should the Service be suspended, for any reason, Fees will continue to accrue. Set up and domain name registration charges are not refundable for any reason. 4.4. If the Fees are not paid by the Due Date, your account will be considered in-arrears and Services may be suspended. You are responsible for all fees charged to us as a result of your failure to pay, including, but not limited to collection charges and associated legal fees. We reserve the right to charge you late fees of 2% per month. 4.5. If you believe there is an error on your bill you must contact us in writing via the website contact page. We each agree to work together in good faith to resolve any billing disputes. Your dispute must include sufficient facts for us to investigate your claims and be received by us at least 5 days prior to the Dispute Deadline Date. You waive your right to dispute any charges or Fees if you fail to meet Dispute Deadline. If we find that your claim is valid, we agree to credit the account that is the subject of the dispute on your next bill. If you contact your credit card company, prior to notifying us of the dispute, and initiate a “charge back” based on this dispute, and your charge back claim is past the Dispute Deadline, you will be charged a non-‐refundable £100 investigation fee. This fee compensates us for the investigation your credit card issuer requires us to conduct in order to demonstrate our right to payment. 4.6. Our SLA sets out your rights for disruption of the Service. Under the SLA you may be entitled to an “Uptime” Credit (Credit). Should the Service be disrupted, you may request a Credit by calling our customer service representatives or email the accounts department from our support desk. This Credit is our only obligation, and your only remedy, in the case of a disruption to the Service. If you are past due on any Fees, we are not required to provide the Credit to you. You must request a Credit within 3 days of the event covered by the SLA. You will receive only one Credit per disruption. Credits may not be aggregated, are limited to 1 month’s Fees, and may not be carried over from month-‐to-‐month.
5.1 Termination by WORX. 5.1.1 We may terminate a Service, or these entire Terms, prior to the end of an Initial Term or Renewal Period, without liability to you, or waiving any of our rights, if: 18.104.22.168 You, your End Users, or any third party using the Services through you, does not comply with the applicable terms of any aspect of these Terms, including those incorporated by reference; 22.214.171.124 You have made any material false statements to us; 126.96.36.199. We are prohibited from offering the Service, or a third party vendor stops making aspects of the Service available to us; 188.8.131.52. You fail to remedy a material breach within 10 days of notice from us, or the material breach is incapable of remedy; 184.108.40.206. You file for bankruptcy, whether voluntary or involuntary; 220.127.116.11. You fail to provide us with technical information necessary for us to implement the Service in a commercially reasonable amount of time, or within the time set out on your Subscription; and/or 18.104.22.168. Your use of our support services is unreasonable or abusive. 5.1.2. If we terminate the Service, or these Terms, based on this paragraph, we reserve the right to apply early termination charges. These charges will be in addition to any other rights and/or charges set out in the Terms. If you have Terms with a fixed term, you will be charged for the balance of the Term, with the addition of any discounts you received for agreeing to purchase the Service. 5.1.3. After termination, we may choose to resume providing the Service to you, at your request. We are under no obligation to do so, and new fees may be applied. 5.2 Termination by you. 5.2.1. You may terminate a Service, or these entire Terms, prior to the end of an Initial Term or Renewal Period, if we have failed to remedy a material breach within 10 days of written notice from you, or our material breach is incapable of a remedy. 5.2.2. This termination right shall be your sole and exclusive remedy. If our material breach does not include a third party Service set out on your Subscription, you may still remain responsible for early termination charges assessed by that entity.
- Licenses and Intellectual Property
6.1. License from WORX to you: We grant to you a non-‐exclusive, non-‐transferable, worldwide, royalty free license to use technology provided by us solely to access and use the Service. This license terminates on the expiration or termination of these Terms. Except for the license rights set out in these Terms, this license does not grant any additional rights to you. All right, title and interest in our technology shall remain with us or our licensors. You are not permitted to circumvent any devices designed to protect us, or our licensor’s, ownership interests in the technology provided to you. In addition, you may not reverse engineer this technology. Unless set out in the Subscription, we shall own all right title and interest in the Services, and they shall not be considered to be “works made for hire.” 6.2. Licenses from you to WORX: Information provided us in connection with our technical or customer support shall be considered our property. By submitting that information to us, you agree to a royalty free assignment to us of all worldwide rights, title, and interest in copyrights and other intellectual property rights to the information, and we shall be free to use such information on an unrestricted basis. However, notwithstanding this assignment all confidential and/or proprietary information provided by you or contained on the Platform is yours and will not be shared by us with any third party, other than as necessary to fulfil our obligations set out herein. You expressly understand and agree that certain intellectual property incorporated into the Services may have been used by us in other projects, and will be used by us in subsequent projects (“Template Services”). You shall have no intellectual property interest in the Template Services, other than a right to use it as incorporated in the Platform. You grant to us unlimited, royalty-‐free, non-‐exclusive rights to use, distribute, license, sub-‐ license, sell and/or create derivative uses of the Template Services, regardless of the fact that it has been incorporated into the Service.
- Representations and Warranties
7.1. Reciprocal Warranties We each warrant to the other that: (i) we each have the power, authority and legal right to enter into these Terms; and (ii) we each have the power, authority and legal right to perform our obligations under these Terms and all incorporated provisions. 7.2. Your Representations and Warranties 7.2.1 You represent and warrant to us that: (i) you have the experience and knowledge necessary to use the Service; (ii) you understand and appreciate the risks inherent to you, your business and your person, that come from accessing the Internet; (iii) that in entering into these Terms, and performing the obligations set out in it, you will not violate any applicable laws and regulations; 7.2.2. You expressly warrant that you own the entire right, title and interest to, or have an appropriate license to use, all materials provided to us, or those which may be accessed or transmitted using the Service. You also warrant that to the extent you do business with other parties using the Service, that they have the same ownership interests in the materials provided to you, or accessed via you, that are set out in this sub paragraph.
- Warranties, Disclaimers And Limitations Of Liability
8.1. Other than set out in the paragraph entitled “Reciprocal Warranties” we make no warranties, and any implied warranties are expressly disclaimed. 8.2. THE SERVICE(S) ARE PROVIDED AS-‐IS. YOUR USE OF THE SERVICE(S) IS AT YOUR OWN RISK. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS, AND/OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE(S), WILL MEET ANY OR ALL OF YOUR EXPECTATIONS; WILL OPERATE IN ALL OF THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU; OR THAT THE OPERATION OF THE SERVICE(S) WILL BE UNINTERRUPTED, ERROR-‐FREE OR COMPLETELY SECURE. NO EMPLOYEE, OR AGENT IS AUTHORIZED TO MAKE ANY WARRANTY ON OUR BEHALF. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD US OR OUR LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD PARTY VENDORS, LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WE BE LIABLE TO YOU IN THE AGGREGATE WITH RESPECT TO ANY AND ALL BREACHES, DEFAULTS, OR CLAIM OF LIABILITY UNDER THESE TERMS FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU TO US DURING THE 3 MONTH PERIOD PRECEDING A CLAIM GIVING RISE TO SUCH LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
9.1. You agree to indemnify, defend and hold harmless us, our parent, subsidiary and affiliated companies, third party service providers and each of their respective officers, directors, employees, shareholders and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to; (i) your use of the Service; (ii) any violation by you of any of our policies; (iii) any breach of any of your representations, warranties or covenants contained in these Terms; and/or (iv) any acts or omissions by you. The terms of this section shall survive any termination of these Terms. For the purpose of this paragraph only, the term “you” as set out in subparagraphs (i) through (iv) include you, End Users, visitors to your website, and users of your products or services, the use of which is facilitated by us. 9.2. We shall indemnify and hold you harmless from, and at our own expense agree to defend, or at our option to settle, any claim, suit or proceeding brought or threatened against you so far as it is based on a claim that the Service infringes any issued UK registered copyright or patent. This indemnification provision is expressly limited to aspects of the Service which are fully owned by us. It does not extend to products or services provided by third parties even if incorporated into the Service.
Your execution of these Terms signifies your acceptance of our credit approval policies and procedures.
- Transfer and Assignment
(i) These Terms may not be transferred or assigned by you without our consent, which we may withhold. (ii) We reserve the right to subcontract, transfer or assign the Services, work or any of our other obligations set out in these Terms without your consent.