Terms and Conditions

Last updated January 15, 2018. Please save for your records.

By accepting services offered by Webodew, You agree to be bound by the following Terms and Conditions.

Definitions

The terms used in these Terms and Conditions shall have the following meanings:

Webodew, We, Our, Us: a collaboration between SemanticJungle Unip. Lda. located in Portugal and Flrtee V.O.F., a sole proprietorship located in the Netherlands. Provider of services covered by these Terms.

You, Your: The entity hiring Webodew.com to perform Service.

Service(s): The services available from Webodew in accordance with these Terms and Conditions, which You purchase or otherwise agree to. Services include, but are not limited to, any service, Plan, and/or content Webodew makes available to or performs for You.

Plan: The bundle of services You purchase or otherwise agree to.

Your Website: One or more WordPress websites You own or are authorized to control, covered by Your Plan.

Host, Hosting: The web host that hosts Your Website.

Terms: these Terms and Conditions.

Technical Support, Tech Support: When You request help with Your Website, because something about Your Website breaks and the cause is not the Service, or You need help to accomplish a task with Your Website, or You have a question about Your Website.

Small Changes: Minor modifications to Your Website, such as adding or changing content (text, images, videos, etc.), changing colors via CSS, or installation or basic configuration of a plugin. Modifying or creating any code is generally considered Web Development, beyond the scope of Small Changes. Whether a particular service constitutes Small Changes will be determined by the sole discretion of Webodew.

Development, Web Development: When Webodew adds new functionality to Your Website for you, or performs work of a scale beyond Small Changes, such as installation or configuration of plugins and themes, HTML, basic CSS, basic WordPress theme modifications, performance/speed optimization (beyond Plan), or audits of WordPress configuration (settings, plugins, themes). Whether a particular service constitutes Web Development will be determined by the sole discretion of Webodew.

Authorization

You are hiring Webodew as an independent contractor to perform the Service. You authorize Webodew to have access and write permissions to all directories, files, and databases of Your Hosting and Website, and permission to make any necessary changes to Your Website. Webodew reserves the right to use subcontractors at its sole discretion.

Services

Each Plan covers Your one Website only. Requests for Tech Support, Small Changes, or Web Development must directly relate to Your Website.

If Service causes an issue with Your Website, such as a plugin upgrade breaking the site, Webodew will spend up to one hour troubleshooting and fixing. If Webodew can’t fix the issue within that time, Webodew will restore a backup of Website and provide You with recommendations for proceeding. If necessary, Webodew will estimate the time and fee to fix. Webodew will notify You before beginning additional billable work.

Webodew will do its best to update premium (paid) or custom plugins and themes that can use the standard WordPress update functionality (those that can be updated through the WordPress admin). For other premium or custom plugins and themes, Webodew will work with You to keep them updated.

Issues that are within scope of Your Plan, such as updating plugins or removing malware, will generally not incur additional fees; however, custom plugins, issues introduced by users, or especially time-consuming issues may be billable. Webodew will notify You before beginning additional billable work.

If Your Hosting causes additional effort for Webodew to maintain Your Website, such as using Your own server, using a cloud host such as, but not limited to, DigitalOcean or Amazon Web Services (AWS), or using Hosting that interferes with the WordPress update process or Webodew’s tools, Webodew reserves the right to require additional fees for Service. Webodew will notify You before beginning additional billable work.

Several factors can limit the ability of backup systems to do their job, such as very large sites, or issues with scheduling WordPress cron tasks. Webodew will do its best to configure a backup service for Your site, but it may be beyond Our capabilities. If so, Webodew reserves the right to provide on-site backups (stored on Your web server), or You may choose to continue Service without backups.

Service does not support WordPress Multisite/Network.

Any work You wish Webodew to perform which is not part of Your Service will be considered an additional service, requiring additional payment. Webodew will notify You before beginning additional billable work.

Technical Support, Small Changes, and Web Development

Please see the descriptions of the tasks that are covered by Your Plan. If you’re unsure whether Your request fits Your Plan, feel free to contact us, and Webodew will accept or deny the request.

Requests for Technical Support, Small Changes, or Development must be requested through email to be received and responded to in a reasonable amount of time.

Time that Webodew spends per issues relating to Technical Support, Small Changes, and Development is limited to 30 minutes. If time required to do something more time intensive, Webodew reserves the right to treat this as additional work and request payments. Before any decision is made, Webodew will inform You.

Maintenance activities (backups, updates, security, uptime monitoring) do not use up time allocated for Technical Support, Small Changes, or Development. Please refer to the support package to see what is covered. However, requests that are beyond the scope of Your Plan in these areas (adding new plugins, adding new functionalities, or themes or putting additional security measures in place) will likely require additional service time from Us. Webodew reserves the right to treat this as additional work and request payments. Before any decision is made, Webodew will inform You.

The effort required for Technical Support, Small Changes, or Development is exclusively determined by the Webodew. For work outside of the scope of Your Plan, Webodew reserves the right to offer alternative solutions, including referring You to third parties.

Please see Schedule & Timing for information on response times.

Technical Support & Small Changes

Tasks that are covered by Technical Support and Small Changes may include, but are not limited to:

  • Answering questions about WordPress, plugins, and themes
  • Adding or changing content (text, images, videos, etc.)
  • Troubleshooting plugins or themes
  • Investigating site performance/speed inquiries (load time, caching, etc.)
  • Investigating plugin or code conflicts
  • Basic HTML
  • Basic CSS (such as color changes)
  • Installation and/or basic configuration of plugins or themes

Tasks that are not covered by Technical Support and Small Changes may include, but are not limited to:

  • Front-end development (HTML, CSS, JavaScript) beyond basic HTML and CSS
  • Back-end development (PHP, MySQL)
  • Performance/speed optimization (beyond Plan)
  • Audits of WordPress configuration (settings, plugins, themes)
  • Custom plugin development
  • Custom theme development
  • Code audits
  • Creating a new website
  • Redesigning Website
  • Visual/graphic design
  • SEO (search engine optimization)

Web Development

Tasks that are covered by Web Development may include, but are not limited to:

  • Installation and/or configuration of plugins and themes
  • HTML
  • Basic CSS
  • Basic WordPress theme modifications
  • Performance/speed optimization (beyond Plan)
  • Audits of WordPress configuration (settings, plugins, themes)

Tasks that are not covered by Web Development may include, but are not limited to:

  • Custom plugin development
  • Custom theme development
  • JavaScript
  • Code audits
  • Creating a new website
  • Redesigning Website
  • Visual/graphic design
  • SEO (search engine optimization)

Search Engine Optimization (SEO)

Webodew will follow search engine optimization (SEO) best practices for parts of Service that affect SEO. However, because Webodew doesn’t have complete control over all facets that influence SEO, Webodew is not able to guarantee results, including but not limited to, ranking, traffic, conversions, email signups, leads, or earnings.

Schedule & Timing

Webodew’s business hours are Monday through Friday, 9:00-17:00 (GMT+2 hours), excluding the Netherland holidays. Webodew will endeavor to reply to, but not necessarily resolve, requests within 1 business day. For example, if You contact Webodew at 15:00 GMT+2 on Tuesday, Webodew will endeavor to reply by 15:00 GMT+2 on the next business day, Wednesday. If You contact Webodew at 18:00 GMT+2 Friday, Webodew will endeavor to reply by 17:00 GMT+2 on the next business day, Monday. Webodew will endeavor to resolve requests within 3 business days, though time-sensitive requests will likely be resolved sooner.

You agree to respond promptly to all communication from Webodew that requires Your response; within 1 business day whenever possible. You acknowledge that delays in providing information and resources may cause delays in the delivery of the Service. You understand that if You request changes to Your request after You initially submit it, that may alter the time and fee required to complete the request.

After You sign up for Service, Webodew will start providing Service within 3 business days of receiving from You all information necessary to begin Service.

Pricing & Fees

All prices are subject to change without notice. Your continued use of Service is construed as Your acceptance of the new pricing.

Payment Terms

Payments must be made in US dollars or EU euros. Payments can be processed through our online payment gateway or through invoices. Payments are due in advance, unless otherwise agreed to by Webodew. You authorize Webodew to charge the payment method You submit for all the one-time or subscription fees generated for the Service.

Unless You cancel Your Service, or notify Webodew that You wish to cancel Your Service, before the end of the applicable subscription period, Your subscription will automatically renew.

Modification of Website by You or Third Party

You acknowledge that You or third parties You authorize have access to independently modify Your Website. You acknowledge that if anyone other than Webodew or its subcontractors modifies the Website in such a way as to prevent it from displaying or functioning properly, it may require restoration or repair of the Website. If this requires work by Webodew, the work will be done up to the limit included in Your Plan, and You will have the option of paying for additional work if necessary.

Refusal of Service

Webodew reserves the right to refuse service to, or terminate service of, any individual or organization for any reason, including but not limited to, ownership of a website that contains or promotes content or code that is offensive, obscene, hateful, malicious, gambling-related, false, defamatory, pornographic, sexually explicit, racist, or illegal.

Cancellation & Termination

You may cancel the Service at any time after Your first three months of Service. You may cancel in Your online account, or contact Webodew to cancel. Your service will cancel/terminate within 5 business days of Your notifying Webodew, and You will not be charged for the next month. Upon cancellation of Service, backups of Your Website will be deleted from Our storage, and third-party services provided through Webodew will be stopped. You authorize Webodew to charge Your payment method for any payments that remain outstanding.

Webodew may terminate or suspend any and all Services and/or Your account at any time, without prior notice or liability, for any reason whatsoever. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating Your relationship and may be referred to appropriate law enforcement authorities. If Webodew terminates Your Service, Webodew will notify You in writing, electronically or otherwise, by sending notice to the contact information Webodew has on record for you.

Upon cancellation or termination, Webodew reserve the right to remove or delete any information that You may have on file with Webodew, including any account or login information.

No refunds are available after Your Service has been started. Webodew reserves the right to issue a refund, prorated or full, on a case-by-case basis, at its sole discretion.

Copyrights and Trademarks

You guarantee that any elements of text, images, designs, trademarks, or other media that You provide to Webodew to place on Your Website are owned by you, or that You have permission from the rightful owner to use each of these elements. You warrant that the Website, its specifications, and any services shall not infringe on the intellectual property rights of any third party or any rights of publicity or privacy. Webodew does not assume any responsibility or liability for the content of the websites it services.

Where any claim for violation of any copyright, trademark, or other intellectual property law is made against Webodew as a result of its performance of the Service, You agree to defend, indemnify and hold harmless Webodew for all claims made against it and all expenses it incurs in defending such claims, including reasonable attorney’s fees and costs.

Webodew reserves the right to include in its marketing material (including digital material such as social media and email) Your name, Your organization’s name, Your website, and any testimonials or reviews that You write about Webodew. All rights not expressly granted in these Terms are reserved to Webodew.

Domains & Hosting

If you have purchased either your domain or hosting independently:

You are responsible for Your domain name(s), including registration, renewal, and payment.

You are responsible for Your Hosting, including signup, renewal, and payment. Webodew is not responsible for downtime, poor performance, security issues, or loss of data caused by domain registrars, hosts, you, or any third party. Your Hosting, not Webodew, is responsible for the security of Your web server, although Webodew will endeavor to keep secure Your Website’s WordPress installation and the software within it (WordPress plugins and themes). Webodew is not responsible to provide support for Your Hosting; please contact Your Hosting.

Online Marketing

When Webodew provides online marketing, such as search engine optimization (SEO), Webodew will follow online marketing best practices. However, because Webodew doesn’t have complete control over all facets of marketing and Your organization, Webodew is not able to guarantee results, including but not limited to, ranking, traffic, conversions, email signups, leads, or earnings.

Changes

Webodew reserves the right, at its sole discretion, to modify or replace the Terms at any time. If we do while You are an existing client, we will notify you of any changes that will affect You. Using the Service following a change to the Terms shall constitute Your acceptance of the Terms as modified.

Webodew reserves the right to change the Service or prices at any time. If we do while You are an existing client, we will notify you of these changes.

Webodew reserves the right to change the content and functionality of its own website at any time, without notice.

Indemnification

You agree to defend, indemnify, and hold harmless Webodew, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of (i) any breach of these Terms, (ii) the use or misuse of this website or Service, by You or any person using Your account, (iii) any violation of any rights of a third party, or (iv) and/or any negligence, gross negligence, recklessness, or willful act by You or Your employees, contractors, and/or agents.

We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event You will cooperate with Us in asserting any available defenses.

Limitation of Liabilities

Although We strive for Your Website’s optimal functionality, performance, and security, We did not create the WordPress software or plugins used on the Website, nor are We supplying the Hosting unless agreed upon. Webodew does not represent, guarantee or warrant that the functionality of Your Website will be uninterrupted, error-free, free from loss, corruption, attack, viruses, interference, hacking, malware, or other security intrusions, and Webodew disclaims any liability relating thereto. Webodew will focus on the security of WordPress and the software within it (WordPress plugins and themes). Webodew is not responsible for the security of any web servers; Your Host, You, or a third party is responsible for that.

Webodew cannot guarantee compatibility with browser versions more than 2 years old.

Webodew does not provide legal counsel; You agree to seek necessary legal counsel for any legal issues related to Your Website(s).

Under no circumstances, including negligence, will Webodew or its subcontractors be liable for any direct, indirect, incidental, special or consequential damages, including, but not limited to, any lost profits, lost savings, loss of data, or business interruption, that result or arise from the use of or inability to use the Website; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access, whether or not We have been advised of the possibility of such damages.

Because WordPress best practices dictate the use of a child theme rather than modifying a parent theme, and dictate putting custom functionality into a custom plugin or child theme rather than modifying WordPress Core, Webodew will not be liable for previously added custom functionality lost upon theme or Core updates.

In order to provide some of the Services to you, We rely on third-party systems, which are out of Our control. As such, We cannot be held liable for interruptions to these services and inability for Us to utilise these services as part of Your Service.

Malware scans are performed using a third-party. No guarantee is made that such scans will find any and all malware that may be on Your site.

Webodew reserves the right to conduct maintenance work on the IT systems used to provide access to Our website and the Services, which may temporarily cause difficulties or make it impossible for You to use selected Services or Our website. In such a case We shall not bear any liability to You.

Webodew’s maximum liability for any action or defense and indemnification obligation arising under these Terms and conditions or its provision of the service, regardless of the form of action and whether in tort or contract, shall be limited to the amount of fees paid by You within the twelve months prior to the date of the claim for the service from which the claim arose.

Disclaimer of Warranties

Webodew will perform the service in material accordance with these Terms and any associated contract or SOWs, in a timely, workmanlike manner. Webodew warrants it will use all reasonable skill and care in accordance with industry practice in the course of performing the service. Webodew does not warrant or otherwise guarantee the ability of any user to access Your Website, the speed of such access to the Website, the quality of the connection to the server, that access to the Website will be uninterrupted, or that the operation of the Website will be free from error.

Webodew expressly disclaims all other representations or warranties, whether express, implied, or statutory (by any territory or jurisdiction) to the extent permitted by law, and further Webodew expressly excludes any warranty of non-infringement, title, fitness for a particular purpose, or merchantability to the extent permitted by law. Without limiting the foregoing, Webodew makes no warranty that (a) the service will meet Your requirements, (b) the service will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the service will be effective, accurate or reliable, or (d) the quality of any service or information purchased or obtained by You from Webodew or its affiliates will meet Your expectations or be free from mistakes, errors or defects.

Notices

Every notice or other communication required or contemplated by these Terms must be in writing and sent by one of the following methods: (1) email or other electronic document (with a confirming copy); (2) personal delivery, in which case delivery shall be deemed to occur the day of the delivery; (3) certified or registered mail, postage prepaid, return receipt requested, in which case delivery will be deemed to occur the day it is officially recorded by the Postal Service has delivered to the intended recipient; (4) next day delivery by recognized overnight delivery service such as Federal Express, in which case delivery will be deemed to occur upon receipt; provided, however, if there is a breach under these Terms, notices under those circumstances shall be sent via delivery methods 2 through 4. Your address for purpose of notice will be the email address and mailing address provided to Webodew when service is commenced.

Force Majeure

Notwithstanding any other provisions in these Terms, in the event that a party is materially unable to perform any of its obligations because of severe weather, natural disasters, acts of God, riots, wars, governmental action, or other event of force majeure beyond such party’s control, such party shall, on written notice to the other party, be relieved from its performance of such obligations to the extent, and for the duration, that such performance is prevented by such events; provided that such party shall at all times use its best efforts to resume such performance.

Attorney Fees

If You breach these Terms, You shall pay reasonable attorney fees and costs incurred by Webodew to enforce these Terms.

Miscellaneous

If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The relationship between You and Webodew is that of an independent contractor. Nothing in these Terms shall be construed as creating a relationship between You and Webodew of joint venturers, partners, employer-employee, or agent. Neither party has the authority to create any obligations for the other, or to bind the other to any representation or document. These Terms shall be binding on the parties hereto, their successors, personal representative, or assigns.

These Terms represents the complete agreement between the parties hereto, and no term, condition, or agreement has been agreed by the parties, except as set forth in herein. These Terms supersede any other prior or contemporaneous agreements, oral or written, relating to these Terms. The parties make no reliance on any verbal representations. No delay, omission, or failure of Webodew to act under these Terms or to insist upon strict compliance with any term and condition, and no custom or practice of the parties at variance with the provisions of these Terms shall constitute a waiver of Webodew’s right to demand exact compliance with these Terms. No waiver of any right or remedy of Webodew shall be construed as a bar to or a waiver of any such right or remedy on any future occasion. The parties acknowledge that they and their counsel have reviewed these Terms and the normal rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of these Terms or any amendments.

The parties acknowledge that any dispute or interpretation of these Terms will be governed by the laws of the Netherlands regardless of the effect of a particular state’s conflict of laws. The parties agree that if a dispute arises out of these Terms that they consent to jurisdiction and such disputes being litigated exclusively in the courts embracing the Netherlands. You consent to jurisdiction and venue in these courts and waive any objections thereto.

You may not assign these Terms, in whole or in part, without Webodew’s prior express written consent, which shall not be unreasonably withheld or delayed. Any attempted assignment without such written consent shall be void. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.