SCHEDULE II: WordPress Managed and Related Services Terms and Conditions

Effective as of 12th March 2020

This document is considered part of WPHercules Terms of Service.

SCHEDULE II: WordPress Managed and Related Services Terms and Conditions

1.- General
2.- Licenses and Intellectual Property
3.- Conditions of Service
4.- Customer Obligations for Internet Services
5.- WordPress Updates Services
6.- Third Party or Client Page Modification:
7.- WordPress Support
8.- Transactional Email Services

SCHEDULE II:
WordPress Managed and Related Services Terms and Conditions

1.- General

  • WPHercules will provide monthly services of Maintenance, Updates, Security, Website Optimization, Transactional emails, Consulting, Online Marketing and other related Services pursuant to this Schedule and WPHercules Standard Terms and Conditions. This is what WPHercules call Managed WordPress Services.
  • When we refer to the Client or the Customer on this document, we are including here the Client, any employee of the Client, any third party agency or freelancer and any other person with access to the website of the client that is not part of the team of WPHercules or its subcontractors.

2.- Licenses and Intellectual Property

  • Upon WPHercules accepting the Customer’s application to subscribe to the Managed WordPress Services and other related services, WPHercules hereby grants to Customer a non-exclusive, non-transferable, royalty-free license, during the term of this Agreement, to use the WPHercules technology solely for the purpose of using the Services. The Customer shall have no right to use WPHercules technology for any purpose other than using the Services. Except for the rights expressly granted above, this Agreement does not transfer from WPHercules to the Customer any WPHercules technology, and all rights, titles and interests in and to the WPHercules technology shall remain solely with WPHercules.
  • WPHercules’s trademarks, names, service marks, logos and other related material and proprietary marks, and information are the sole and exclusive property of WPHercules. The Customer hereby acknowledges and warrants that it is not authorised and shall not use any of the foregoing in any advertising publicity or in any other commercial manner without the express Written consent of WPHercules.
  • Some of the WPHercules or third party software used by WPHercules will be licensed under the GPLv2 license or a compatible one. The software licensed under GPLv2 or compatible will have the license document on its folder. You can learn more about the license and your rights and obligations here: https://tldrlegal.com/license/gnu-general-public-license-v2.

3.- Conditions of Service

  • The facilities and services provided within the Services will be defined by the description of services applied for by the Customer on WPHercules Service Order and other relevant documentation at the time of application, including but not limited to any specification of equipment, storage space and data transfer. In the event that the Customer limits of the order are exceeded it may be necessary for the Customer to upgrade the service or purchase additional storage and/or data transfer as required.
  • WPHercules will endeavour to maintain a minimum level of security, however the Customer warrants and acknowledges that WPHercules is under no obligation to do so and therefore cannot provide any guarantee regarding the security of material hosted on the WPHercules Server or other Customer Server.
  • WPHercules reserve the right to suspend any Service without limitation for repair, improved maintenance and other such circumstances as WPHercules may notify the Customer. WPHercules will endeavour to contact the Customer wherever possible to limit the time required to a minimum.
  • The Customer acknowledges that whilst WPHercules will use all reasonable endeavours in the provision of any associated Services, WPHercules does not warrant nor guarantee that the provision of Services will be error-free and/or not interrupted.
  • In respect of the above clauses WPHercules has furnished notice and the Customer hereby accepts unconditionally that Services are not intended to be used in circumstances where fail-safe performance and operations may be or are required.
  • WPHercules reserves the right to suspend or otherwise modify any Services if the Customer’s continued use of the Services is established at WPHercules entire discretion to be in conflict or otherwise detrimental to WPHercules or to the running of any WPHercules server or technology or to the use of the Services by any other WPHercules customer.
  • WPHercules reserves the right to terminate this agreement for the provision of Services at any time, and will furnish to the Customer 14 (FOURTEEN) days notice unless otherwise specified. Upon the provision of 14 (FOURTEEN) days notice and the Customer not being in default of this Agreement, WPHercules will refund to the Customer any Charges which the Customer may have paid for any respective period for which Services has been deemed cancelled.
  • THE CUSTOMER IS HEREBY GIVEN NOTICE THAT WPHercules reserve the right but not the obligation to monitor the Customer Website, Server and WPHercules technology for the Customers use thereof and WPHercules shall at its sole discretion be entitled at all material times and without notice to refuse to host any material and/or to suspend availability to the Customers Website or Server or other Hosting Services and to remove any material which in WPHercules sole discretion is in breach of any of the conditions contained herein and specifically detailed under Customers Obligations.
  • WPHercules at its sole discretion may inform the Customer as soon as is reasonably practical should they propose or have to enforce its obligations herein.
  • WPHercules rights and obligations to suspend availability to the Customer Website pursuant to this Agreement, is without prejudice to the Customers sole responsibility for the content of the Customer Website or use of other Hosting Services and to the Customers obligations hereunder.
  • The Customer warrants that the hosting of any Website, content, or utilisation of associated Services does not amount to the approval of the Customer Website, associated material, email or the Customers Server or WPHercules Server and shall not under any obligations constitute any form of waiver of any of WPHercules rights or Customers rights or obligations under this Agreement.

4.- Customer Obligations for Internet Services

  • The general terms and conditions of this TOS apply to this Services too.
  • The Customer shall warrant and obtain all necessary licenses and consents in respect of any material posted to or retained on the Customers Website, Server or Customer Server prior to the procurement and posting of such material. This include the licenses for any plugin and themes that the Customer is using and therefore allow WPHercules to update them.
  • The Customer shall undertake not to post or retain any material on the Customers Website, Email Account, Server or Customer Server which is offensive, abusive, indecent, defamatory, obscene, menacing, in breach of confidence, and/or infringes the Intellectual Property Rights of any third party or contain a virus or other hostile code or constitute, procure or encourage a criminal offence.

5.- WordPress Updates Services

5.1.- WordPress Updates General Terms

  • WPHercules will use reasonable efforts to update your WordPress code, Plugins and Themes for you.
  • We occasionally make mistakes. The Service is not automated, but performed by human technicians.
  • To the maximum extent applicable under national law and without affecting your rights as a consumer, our Updates Services are provided as-is and are subject to all limitations of liability set out in this TOS.
  • The Monthly Updates will be done once a month. WPHercules reserve the right to delay or cancel any updates without notification or explanation to their clients.
  • We will notify the Customer via Email between 1 and 48 hours before of the Monthly Updates. Upon receive of the Monthly Update notification, the Customer can ask for a delay on the updates for that specific month. WPHercules reserve the right to accept that delay or ignore it. No reply or approval is required from the Customer to proceed with the Monthly Updates.
  • For WordPress minor core updates we could wait at least 15 days to make sure everything is compatible.
  • For WordPress major core updates, we could decide to delay the update until we consider that is safe to do so. This decision can change from one client to another.
  • For plugins updates and themes we will update when we consider that is safe to do it.
  • For security updates, no matter if is core, a plugin or a theme, we will update everything instantly without notifications.
  • WPHercules will use reasonable efforts to test that the website is not affected by the update. If we detect a problem with the update, we will proceed to restore the latest backup available.
  • You agree that you will check your website after each update. In the event that you are not satisfied with the outcome of any Update, it shall be your obligation to notify us within 48 hours after the update and we will restore your website to the backup of your choice for free.
  • The Customer shall provide all the tools needed to automatically update the plugins, themes or any code within the website. If a plugin, theme or code cannot be updated automatically and needs to be updated manually, the update will be charged at our normal hourly rate fee. We will notify you in the case that any of your plugins, themes or code cannot be updated automatically, before charging you any extra fees.

5.2.- WordPress Premium Updates

  • If the Customer plan includes Premium Updates. The updates will be tested on a Staging copy of the website before to deploy them on the live site.
  • A Backup will created before and after the Monthly Premium Updates. As with any other Backups, WPHercules shall not be responsible nor be liable for any loss, damage, costs or expenses or other claims howsoever arising for compensation for any data, file or other material being damaged, corrupted, lost or otherwise affected. Please review the Backups Section to know more about backups.
  • WPHercules will use reasonable efforts to test that the website is not affected by the update.If we do not detect any problems during the Staging Update, we will proceed to update your live site.
  • The Customer will be notified before the updates. WPHercules reserve the right to proceed to updates without notification to the Custmer.
  • You agree that you will check your website after each update. In the event that you are not satisfied with the outcome of any Update, it shall be your obligation to notify us within 48 hours after the update and we will restore your website to the backup of your choice for free.
  • If we detect a problem with the update on the staging site, we will notify the Client and the update will be delayed.
  • An update cannot be delayed if it is a security update, even if it affects the website.
  • No update shall be delayed more than 3 months (90 days) without our written confirmation. If the clients refuses to fix the issue that prevents the update we may refuse to provide our Services and cancel the Agreement.

5.3.- Security Updates

  • In case of a security update, WPHercules will update automatically the plugins or themes to the latest version available that corrects the issue. This may be done without the use of Premium Updates if needed.
  • If there is no updated version available or the user does not have provided the license to update it, we will notify the user and deactivate and/or remove the insecure plugin or theme. WPHercules shall at its sole discretion be entitled at all material times and without notice to refuse to host any material and/or to suspend availability to the Customers Website or Server or other Hosting Services and to remove any material which in WPHercules sole discretion is in breach of any of the conditions contained herein.

6.- Third Party or Client Page Modification:

  • You acknowledge that you or your Staff have access to independently edit or update web pages within the WordPress platform.
  • You also acknowledge that anyone other than WPHercules or its subcontractors who attempt to update the website and damages the design or impairs the ability for the web pages to display or function properly, may result in time to repair the web pages in order to restore the website. In this event, we will try to restore the website to the latest backup available.
  • Any changes or modifications made by the Customer that will affect and disturb, delay or destroy any of the services or work that WPHercules is doing on your website on your behalf, may result in time to repair the web pages in order to restore or repeat the affected work.

    • You also acknowledge that anyone other than WPHercules or its subcontractors who attempt to update the website and damages the design or impairs the ability for the web pages to display or function properly, may result in time to repair the web pages in order to restore the website. In this event, we will try to restore the website to the latest backup available.

  • If a restoration is not possible or if WPHercules decides not to use it for any reasons, damages will be assessed and a estimate on the cost will be provided for approval. Work to repair the website from third-party modifications is outside of the support time and scope of the ongoing WordPress Maintenance Services.

7.- WordPress Support

  • Our technical support is available for all current customers and is provided on an as-is, as available basis. To the maximum extent applicable under national law and without affecting your rights as a consumer, all support is provided as-is and is subject to the disclaimers of warranties and limitation of liability set out in this TOS.
  • WPHercules offer different levels of support that will apply depending on the Order, Plan or Service level you have contracted.
  • Support Levels are defined on the Order or the Services page on our website.
  • Support is only available from 10:00 to 18:00 Coordinated Universal Time (UTC) and always on labour days on London, UK. We only offer email support via Tickets.
  • Support is limited up to two members of the staff of the Customer. We will use emails to identify the Customer staff. If you require to increase support to more people of your staff, this will need to be contracted separately and the number of supported contacts will need to be specified on the Agreement or Order.
  • WPHercules Support does not include training services to the Customer Staff.
  • If your request for technical support exceeds that of similarly situated customers or is within the scope of our paid support and development services, we may charge you additional support fees. We will inform you, and receive your consent, prior to charging you technical support fees.
  • If you request technical support, you agree that we may have full access to all aspects of the Services accessible to us based on your request. You are solely responsible for any changes you make to your account after we complete your request.
  • We do not offer to the client any support about any Premium plugins or themes, including the ones that we offer for free to our clients. If you have a question related to a Premium plugin or theme, this is not included on any Support level service. You will need to contact the plugin or theme developer for support. You may need to purchase a license to be able to get support from the developer.
  • While we will use reasonable efforts to provide technical support to you and to perform any work you request in a timely and professional manner, we cannot guarantee the result you expect or that an issue might not occur again.
  • We retain the right to refuse to provide technical support to you if you are verbally abusive to our employees or contractors.
  • We may refuse to perform any request that requires changes not compatible with the Services or is not related to them or might create a security risk or endanger their performance.
  • It is your obligation to perform and store a backup of your data and files prior to requesting technical support. In the event that you are not satisfied with the outcome of any technical support, it is your obligation to restore your files and data from your own backup. We will make our own backups copies but the client is the latest responsible of his data and we cannot ensure that our copy will be what the client is expecting.

8.- Transactional Email Services

  • WPHercules provide transactional email services to allow to send email from the Customer websites and apps.
  • WPHercules use third party services to provide the Transactional Email Services.
  • You can’t use WPHercules Transactional Email Services to do or promote anything illegal.
  • Your spam complaint rate has to be lower than 1 in 1,000 emails (0.1%). If you exceed this limit your account might get paused while we work with you to figure out what’s going on.
  • Your bounce rate has to be lower than 10% of all emails sent. Anything higher than that and inbox providers will start to think that you’re sending to poorly qualified recipients.
  • You can’t send bulk email using WPHercules Transactional Email Servers. This Service may not be used to send mass emailing campaigns. This includes, but is not limited to, marketing materials, promotional information, newsletters and similar materials. You may only use the Service to send transactional email communication, which is defined as communications which facilitate an already agreed upon transaction or updates a customer about an ongoing transaction.
  • All email lists contained and/or used with respect to the Service must be permission-based subscriptions. Use of a list that has been purchased or rented from a third party is prohibited.
  • It is Your responsibility to monitor and maintain unsubscribe requests for Your list that are outside of the functionalities of the Service. Emails sent unsolicited will receive abuse complaints that will be reflected on Your account. It is Your responsibility to maintain abuse results lower than the industry standard.
  • We reserve the right to terminate your account for, among any other reason in our sole discretion, violation of the provisions of this section.