Terms & Conditions
We love and think that all our clients are AWESOME
WE ALSO TAKE OUR RESPONSIBILITIES VERY SERIOUSLY AND WOULD NEVER COMPROMISE YOUR INFORMATION. ALL RECORDS OF YOUR SECURE INFORMATION ARE DESTROYED UPON COMPLETION OF ANY SERVICE THAT WE OFFER.
By agreeing to engage the services of Theme Test WP, you also agree to the following:
CONTACT AND USAGE TERMS
Theme Test WP can use your URL and/or LOGO on our website and social media accounts to promote the service you have agreed to. This includes, but is not limited to, Social Media mentions (@mentions), a listing in our Past Clients records for use on our site, or Theme Test WP promotional material.
The Information We Collect
When you agree to become a client, we’ll ask you for some identifying information, such as your name and email address. You may also provide us with personal information in the course of using our services.
In order to provide you the best quality service we will need technical details like logins to your host, your website, and any possibly other systems or software you are using in your day to day web interactions. We take good care of it and have systems and processes in place to protect it. We use secure cloud services to ensure no local copies of access credentials exist anywhere.
If you don’t wish to provide the information we request, we cannot provide you with the services you are retaining.
We do not disclose your personal information unless compelled by law or by request of the client to fulfill our service agreement.
How Long The Information Will Be Held
We’ll hold the information for as long as we are providing our services or as we consider expedient to enable subsequent communication with you. When we no longer require it for such purposes, we’ll delete it.
Our commercial messages to you will contain unsubscribe information so you can opt out of further receipt.
Get In Touch
Feel free to get in touch if you’d like to see the personal information about you that we have stored, or to request correction of such personal information, or if you have any concerns regarding your privacy. You’ll understand that we may need to ask for proof of your identity before providing you with any personal information.
We strive to be clear and transparent in all that we do, however, we still have to cover the boring legal bits from time to time.
Client desires to engage the services of Company and Company desires to accept such engagement upon these terms and conditions.
- The Agreement and Statement(s) of Work.
- Client engages Company to provide services described in a statement of work, which will include a description of the services to be provided and the fees and payment terms (a “Statement of Work” or “SOW”). All SOWs shall be incorporated into this Agreement, and vice versa. Together these documents shall constitute the agreement of the parties with respect to the terms of each of them.
- If there is any difference between the terms and conditions of any SOW and any other portion of this Agreement, the terms of the SOW shall control as to project scope, deliverables, payment terms and amounts, but this Agreement shall control as to contracting policies and procedures, including but not limited to the parties’ relationships, termination rights and procedures, and matters of liability, indemnity, and proprietary rights.
- Method of Performing Services, Non-Exclusive. Company shall determine the method, details, and means of performing the services to be performed, subject to the standards and fees set forth in the SOW. Company, in its sole discretion, may engage subcontractors to perform any of the services provided. During the Term, Company shall retain the right to perform any and all services for other clients, and Client shall retain the right to cause work of the same or a different kind to be performed by its own personnel or other contractors.
- Client Responsibilties. Client acknowledges that it shall be responsible for performing the following:
- coordination of any decision-making with parties other than Theme Test WP;
- provision of Client Content in a form suitable for reproduction or incorporation into the project; and
- final proofreading and approval; in the event that Client has approved any deliverables but errors remain, such as typographical errors or misspellings, Client shall incur the cost of correcting such errors.
- Term and Termination.
- Term. This Agreement shall be effective when signed by both parties and shall remain in effect until terminated pursuant to the provisions of this section.
- Termination for Cause. In the event that either party materially defaults in the performance of any of its duties or obligations under this Agreement or an SOW and does not substantially cure such default, or commence a cure, within thirty (30) days after being given written notice specifying the default, then the non-defaulting party may, by giving written notice to the defaulting party, terminate the Agreement as of a date after this notice and cure opportunity, as such date is specified in the notice of termination.
- Termination Upon Completion of all Statements of Work. If there are no outstanding SOWs under which services are still being provided by Company to Client, upon thirty (30) days written notice to the other, either party may terminate this Agreement as of the date specified in such notice of termination.
- Pause or Termination for Nonpayment. If Client defaults in the payment when due of any amount due to Company hereunder and does not cure such default within forty-five (45) days of the date of the invoice, Company may, upon written notice to Client, either discontinue services to Client until such time as all invoices are paid, or terminate this Agreement and/or any relevant SOW as of the date of the notice or some other date specified in the notice.
- Transfer and IP Rights. Company reserves the right to withhold delivery and any transfer of ownership of Company work product if accounts are not current or overdue invoices are not paid in full. All intellectual property rights and other rights in the project remain with Company until all amounts due under all SOWs or Change Orders have been paid to Company. All grants of any license to use or transfer of ownership of designs, content, works of authorship, and other intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding invoices and the costs of all approved changes to any SOW. In the event of cancellation of this project, the Client agrees to provide full payment for all work completed, expenses incurred, and hours expended, per Company’s written statement. Any initial payments that have been received will be credited against amounts due.
- Termination for Insolvency. In the event that either party hereto becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, then the other party hereto may, by giving written notice thereof to such party, terminate this Agreement as of a date specified in such notice of termination.
- Effect of Termination. Upon termination of this Agreement, Client shall be obligated to pay Company for all services rendered pursuant to any outstanding SOWs through the effective date of such termination. Upon termination of an SOW, Client shall be obligated to pay Company for all services rendered pursuant to the SOW through the effective date of such termination.
- Survival. Termination of this Agreement by either party pursuant to the provisions of this section shall terminate each party’s obligations under this Agreement except for the provisions of Section 9 (Payments for Services), Section 10 (Confidential Information), Section 11 (Warranty, Disclaimer and Exclusive Remedy), Section 12 (Limitation of Liability), Section 13 (Indemnifications), and Section 14 (Miscellaneous Provisions), all of which shall survive termination of this Agreement.
- Payments for Services. For the services provided hereunder, Client shall pay to Company the fees in the amount and manner set forth in an SOW. All fees and expenses incurred by Company in the performance of the services will be billed to Client as set forth in an SOW.
- Confidential Information. Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party’s business, business plans, customers, strategies, trade secrets, technology, finances, assets, and products, including the terms and conditions of this agreement (“Confidential Information”). Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party’s attorneys, accountants, or other advisors as reasonably necessary), any of the other party’s Confidential Information and will take reasonable precautions to protect the confidentiality of such information. Information will not be deemed Confidential Information hereunder if such information: (i) is or becomes known to the receiving party from a source other than one having an obligation of confidentiality to the disclosing party: (ii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iii) is independently developed by the receiving party without reference to the Confidential Information. Each party agrees that its obligations provided in this section are necessary and reasonable in order to protect the disclosing party and its business, and each party expressly agrees that monetary damages would be inadequate to compensate the disclosing party for any breach by the receiving party of its covenants and agreements set forth in this Agreement. Accordingly, each party agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving party, without the necessity of proving actual damages.
- Warranty. Company warrants that its services will be performed by qualified personnel, and that its services or products will be of the kind and quality described in the relevant SOW.
- Limitation of Liability, Insurance.
- In no event shall either Company or Client be liable for any special, indirect, incidental or consequential loss or damage of any kind or nature whatsoever, including, without limitation, lost profits, security or data breaches, or loss of records or data, regardless of whether such losses claims may arise from breach of contract, tort, strict liability, or otherwise, even if advised of the possibility of such loss or damage, and even if such loss or damage could have been reasonably foreseen.
- Indemnification. Subject to limitations set forth herein, each party (the “Indemnifying Party”) will indemnify and hold the other party and its affiliates, officers, directors, employees, agents and representatives harmless from and against all damages, costs, expenses, and liabilities arising from claims of third parties relating to the services, content, or data provided by a party under this Agreement, and against the negligence, willful misconduct, or breach of this Agreement by the Indemnifying Party, including without limitation, reasonable attorneys fees and expenses.
- Force Majeure. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor dispute, governmental act, or failure of the Internet, provided that the delayed party (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance, and further provided that this clause shall not be used to delay any payment obligations.
- Marketing. Client agrees that Company may refer to Client by name and trademark in Company’s marketing materials and website. Client hereby grants Company a non-exclusive, nontransferable, license to use any Client trade names and trademarks solely in connection with the rights granted to Company hereunder. Client understands that the use of any trademark of Client in connection with this Agreement, except as set forth above, shall not create any right, title or interest, in or to the use of such trademark and that all such use and goodwill associated therewith will inure to the benefit of Client.
- Severability. If any of the provisions of this Agreement is or becomes illegal, unenforceable, or invalid (in whole or in part for any reason), the remainder of this Agreement shall remain in full force and effect without being impaired or invalidated in any way.
- Entire Agreement. No representations or statements of any kind made by either party that are not expressly stated herein or in any written amendment hereto shall be binding on such party. The parties agree that this Agreement, SOWs, and Change Orders shall constitute the complete and exclusive statement of the agreement between them, and supersede all prior or contemporaneous proposals, oral or written, and all other communications between them relating to the subject matter hereof.
- No Implied Waiver. No term, provision or clause of this Agreement shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and executed by a duly authorized representative of each party. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
Non-Agency. Nothing in this Agreement shall be construed to make the parties partners, joint venturers, representatives or agents of each other, nor shall either party so represent to any third person. The parties hereunder are acting in performance of this Agreement as independent contractors engaged in the operation of their own respective businesses.