Maintenance and Support Service Terms and Conditions

1. Introduction

1. We are WOOBRO Ltd, a company incorporated in England and Wales with number 10997949 whose registered office is at 86-90 Paul Street, London, EC2A 4NE (referred to as “WOOBRO”, “Company”, “we”, “our” or “us”).
2. These terms and conditions of use (the “Terms” or the “Agreement”) apply to the WOOBRO Hosting Service (including the Personal, Business and Advanced versions) and its associated features (the “Service”).

2. Acceptance

1. These Terms are a legal agreement between you and us. By using the Service or any of it’s Features you agree to be bound by these Terms and our privacy policy which can be found at https://www.woobro.com/terms-and-conditions/privacy-policy/ (the “Privacy Policy”). If you do not agree to these Terms or our Privacy Policy, you must not register with or use the Service. 
1.2. We reserve the right from time to time, to modify or amend these Terms or any part of them. You will be informed in advance of any material changes before they become effective. Your continued use of the Service once the changes take effect shall constitute an affirmative acknowledgement of any modification and your continued agreement to be bound by the modified Terms. 
1.3. We may post additional terms, official rules, or agreements, or there may be additional terms, official rules, or agreements, that apply to certain services, activities, competitions, applications or other features we provide (the “Additional Terms”), and you may be subject to such Additional Terms. In the event of any conflict between the terms of the Additional Terms and these Terms, the Additional Terms shall prevail unless expressly otherwise stated in the Additional Terms.
2. Use of our Services may require an account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure. You agree to provide us with complete and accurate information when you register for an account.

3. Service description:

1. Description
2. In consideration for the subscription fee you pay us, we will deliver to you the Service. This Service, when correctly utilised, will allow us to look after certain aspects of your website. You are able to manage your subscription using the link sent to you in the first email you received from us confirming your subscription. Details of the features are set out below, the level of features you have access to will depend on your subscription level:
   1. Plugin and WordPress Updates
      We will at regular intervals access your WordPress installation in order to update both the WordPress software and any installed plugins.
   2. SSL fix
      We will ensure that your SSL certificate is kept up to date. You will be responsible for any fees we reasonably incur in renewing any expired certificates.
   3. Performance Reports
      We will provide you with reports on how you website is performing.
   4. Loading speed Optimisation
      We will use commercially reasonable efforts to speed up the loading of your WordPress site by amending your WordPress settings.
   5. WordPress Error fixes
      We will periodically review your WordPress error logs and use commercially reasonable efforts to fix any issues. Time spent fixing errors will be deducted from the time you have available for maintenance and support work.
   6. Security (virus cleaning, vulnerabilities detection)
      We will run software to determine any obvious vulnerabilities in your security. We note that this is a basic automated security scan and for high security applications you should not rely on this security scan and should instead employ dedicated security experts (we can provide recommendations if required).
   7. Maintenance and Support work
      1. The Business and Advanced packages we offer include 4 and 10 hours of customer maintenance and support work (“M&S Work”) per month respectively (the “Hour Credits”). These Hour Credits expire at the end of each calendar month if they are not used and may not be carried over to subsequent months. To the extent you start or end a subscription for the Services during the middle of a month, the Hour Credits you receive for that month will be pro-rated depending when in the month you started or ended your subscription. The Hour Credits may be used on phone support and chat support in addition to development work.
      2. The M&S Work is governed by our Development and Design Service Terms and Conditions (available here: https://www.woobro.com/terms-and-conditions/website) and by requesting M&S Work you signify your agreement to these terms.
      3. M&S Work you may request includes work in the following areas:
         1. UX Design;
         2. UI Design;
         3. Email Templates Design;
         4. PHP;
         5. Javascript;
         6. HTML/CSS; and
         7. WordPress
      4. Additional Hour Credits may be purchased at the rate of £120 per hour.
      5. We do not work on a task basis (unless you order a specific project). If your task requires more than 4 hours, it will transfer to the next month.
      6. To manage tasks efficiently, we are using a GIT (https://git.woobro.cloud). It helps us track our client’s tasks and work by task priorities.

4. Storage of Information:

1. You acknowledge that certain Service features rely on us using and accessing your WordPress installation.
2. We may need to also store parts of your WordPress content (e.g., your server logs) on our servers as part of the Service (the “Stored Content”). You are fully responsible for the Stored Content and we take no responsibility for its integrity – it is your responsibility to maintain backups of the Stored Content and to download it before this Agreement ends.
3. If you cancel your subscription to the Services, we will queue your Stored Content for deletion.

5. Access and License

1. By using the Service, you agree to provide us with suitable access to your WordPress instance for the sole purpose of us performing the Service and you grant us a worldwide, royalty-free, and non-exclusive right and license to all content (including the Stored Content) to the extent necessary for us to provide the Service. These Terms don’t give us any rights in your content, beyond those which we need to operate the Service. To the extent you provide us with a username and password to access your WordPress site, we agree to keep these details as confidential information and to use them only for the purposes of performing the Service.

6. Restrictions

1. Restrictions on who may use the Service
2. Our Services are not directed to children. Access to and use of our Services is only for those over the age of 18. If you are younger than this, you may not register for or use our Services. Any person who registers as a user or provides their personal information to our Services represents that they are 18 years of age or older.

7. Third Party Services

1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and can subcontract or delegate in any manner any or all of our obligations to any third party.
2. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms.

8. Miscellaneous obligations

1. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
2. You must provide us with, or obtain on our behalf, all support, assistance and resources as we reasonably require to perform our obligations under these Terms.

9. Fees, Payment, and Renewal

1. Fees
   1. The Services are offered for a fee. By using the Services you agree to pay the fees specified on our website which we will bill or charge you for in regular intervals (either monthly or annually) on a pre-pay basis until you cancel. You can request to cancel by contacting us at [email protected].
   2. If you pay for the Services on a monthly basis you acknowledge that the minimum subscription term is 4 months and you agree that if you cancel your subscription before the expiry of the fourth month we will stop providing you with the Services but you will remain liable to pay the relevant monthly fee until you have paid four months’ worth of fees.
   3. We use a third party payment system to process payments, your use of their payment system is subject to their terms and conditions
2. Payment
   1. If your payment fails or you do not pay for on time, we may immediately cancel or revoke your access to the Services. If you contact your bank or credit card company to decline or reverse the charge of fees for Services, we may revoke your access to our Services.
3. Automatic Renewal
   1. To ensure uninterrupted service, your subscription to our Services are automatically renewed. This means that unless you cancel a Service before the end of the applicable subscription period, it will automatically renew, and you authorize us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable subscription fee (as well as any taxes). Your Services are renewed for the same interval of time. For example, if you purchase an annual plan, you will be charged each year.
4. Refunds
   1. While you may cancel a Service at any time, refunds are issued in our sole discretion.
5. Fee Changes
   1. We may change our fees for the Services at any time. We will give you advance notice of the fee changes. If you don’t agree with the fee changes, you can cancel the Service.

10. Intellectual Property

1. This Agreement does not transfer from us to you any WOOBRO or third party intellectual property, and all rights, title, and interest in and to such property will remain (as between the parties) solely with us. Our logos and all other trademarks, service marks, graphics and logos used in connection with our Services, are trademarks or registered trademarks of WOOBRO. Other trademarks, service marks, graphics and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any WOOBRO or third-party trademarks.

11. Data Protection

1. Both parties agree to comply with the relevant data protection legislation (including the GDPR). You agree that WOOBRO does not require your personal data in order to provide the Services and you agree that you will not provide us with your personal data. To the extent this changes and you do need to provide us with your personal data, it is your responsibility to inform us of this in writing and to work with us to agree suitable data sharing terms (which you and we will act reasonably in agreeing).

12. Termination

1. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, the ownership provisions, warranty disclaimers, indemnity and limitations of liability.

13. Disclaimer of Warranties

1. Our Services are provided “as is.” WOOBRO and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. WOOBRO makes no warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you obtain content and/or services through our Services at your own discretion and risk.

14. Jurisdiction and Applicable Law

1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, validity, termination or enforceability (including any non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
2. You agree that the courts of England shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with this Agreement (whether contractual or non-contractual in nature).

15. Limitation of Liability

1. Our total liability to you under this Agreement is limited to the amount paid by you to us during the twelve (12) month period immediately preceding the date you bring any claim.
2. Neither party will be liable for lost revenues or profits, downtime costs, loss or damage to data, interruption of use, the costs of procurement of substitute products or indirect, special or consequential costs or damages
3. The components of this clause shall not apply to the extent prohibited by applicable law.

16. General Representation and Warranty

1. You represent and warrant that your use of our Services:
   1. will be in strict accordance with the Terms;
   2. will not overload or materially reduce server performance for any of our other customers;
   3. will comply with all applicable laws and regulations (including without limitation all applicable laws regarding online conduct and acceptable content, the transmission of technical data exported from the United Kingdom or the country in which you reside, privacy, and data protection); and
   4. will not infringe or misappropriate the intellectual property rights of any third party.

17. Indemnification

1. You agree to indemnify and hold harmless WOOBRO, its contractors, sub-contrators and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including legal fees, arising out of your use of our Services, including but not limited to your violation of this Agreement.

18. Miscellaneous

1. This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties, or by the posting by WOOBRO of a revised version.
2. Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.
3. Save for Contabo Gmbh who this clause shall not apply to, the parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
4. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect WOOBRO’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.