Terms of Service

Our company provides services on the basis of work orders.  Your work order will define the payment terms and deliverables of each project.  By paying the initial deposit or full payment of any invoice/work order you are agreeing to the following terms and conditions.  We recommend you read this, as it is important information about how we manage projects – it isn’t just ‘legal fine print’.  We’ve done our best to keep it easily readable and understandable.

Legal Summary

In a mutual agreement between Managed WP C/O Pirate & Fox, LLC 100 Route 115, Suite 870, Rincon, PR 00677, and You, “The Client” as per the accepted proposal, invoice, or work order:

You are hiring us, Pirate and Fox LLC to provide you the services described at the estimated total price as outlined on the Accepted Proposal or Invoice in which each will be considered a “Work Order” based under these terms.

Changes and Revisions
We know from plenty of experience that fixed-price contracts are rarely beneficial to you, as they often limit you to your first idea about how something should look, or how it might work. We don’t want to limit either your options or your opportunities to change your mind.

The estimated prices in the addendums to the agreement are just that, estimates, and they are based on the amount of work we calculate we’ll need to accomplish everything that you have told us you want to achieve. If you do want to change your mind and wish to make additions or revisions, such as add extra pages or templates or even add new functionality, additional testing, or any additional service or feature not included in the original agreement; that won’t be a problem. However; you will be charged accordingly and these additional costs will need to be agreed to before the extra work commences.

On top of this, in large technical projects, it is possible that there are significant tasks that are not immediately apparent that will be required to achieve the final goal.  You recognize that we are partnering in this, and we will be bound to notify you if we find anything in the progress of our work that significantly changes the scope of the project. This additional work will affect deadlines and they will be moved accordingly. We’ll be upfront about all of this if and when it happens to make sure we are all on the same page before proceeding.

You must put all requests in writing so we can keep track of changes and agree to add them to this entire agreement in the form of an addendum. If the scope of the project changes significantly throughout the process, we reserve the right to deem the current project canceled. At this point, the Client agrees to compensate Pirate and Fox LLC. in full for all the work we have done up to the cancellation date. Shall you request us to complete the unfinished work, this shall be done in the form of a new project based on new requirements. This request will require a new estimate and agreement.

In short, all changes to the Master Service Agreement must be made through a written addendum to the Agreement in form of Exhibits. Each Addendum will take effect when signed by both parties. Any service or work not stated originally in the agreement and/or in Exhibit A shall be estimated and agreed in writing and then added to this agreement as an addendum.  

Acts of God
Any delays in or failures of performance by a party under this Agreement shall not be considered a breach of this Agreement if and to the extent caused by occurrences beyond the reasonable control of the party affected, including but not limited to: acts of God; changes in regulations or laws of any government; strikes or other concerted acts of workers; fires; floods; explosions; riots; wars; rebellions; and sabotage; and any time for performance hereunder shall be extended by the actual time of delay caused by such occurrence.

Either party may terminate any of the Services specified in this Agreement with a thirty (30) day written notice. Upon termination of the service, the Client shall pay to Pirate and Fox LLC all remainder of fees and charges incurred for work done through the date of termination of the Services.  If a contract is terminated and we are in the middle of building a feature you are deciding not to use, even though the feature is unusable, the work must still be paid for.

If either party breaches in any material respect any of its material obligations under this Agreement, in addition to any other right or remedy, the non-breaching party may terminate this Agreement in the event that the breach is not cured within thirty (30) days after receipt by that party of written notice of the breach. But in any case, Pirate and Fox LLC shall be paid for work performed up to the cancellation date.

Time is of Essence
Time is of the essence of this Agreement. All requested materials, information, accesses or payments due, must be provided to Pirate and Fox LLC in order to comply with the set deadline.  If you are unable to provide us with feedback or necessary materials within 14 days of our request for such materials, we reserve the right to deem the current project canceled. At this point, the Client agrees to compensate Pirate and Fox LLC in full for all the work we have done up to the cancellation date. Shall you request us to complete the unfinished work and re-open the project, this shall be done in the form of a new project based on new requirements and may include additional fees for the time taken to archive and re-open the project with our team. This request will require a new estimate and agreement.

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if personally delivered, (b) one business day after delivery by overnight courier, email, or facsimile, or (c) three business days after mailing if mailed by first class mail, postage prepaid, to the parties at their respective addresses set forth above, or such other address designated from time to time in writing by a party to the other party.

Any controversy or claim arising out of or relating to this Agreement shall be determined by arbitration administered by the American Arbitration Association in accordance with its then-current Commercial Arbitration Rules. All disputes shall be heard by a single arbitrator. The place of arbitration shall be the Rincon, Puerto Rico. Judgment on any award may be entered in any court having jurisdiction as hereinafter provided. The prevailing party or parties in arbitration or litigation shall be entitled to recover from the party who breaches, in addition to any relief provided by law and/or equity, such costs and expenses.

Successors and Assigns
This Agreement is binding upon and shall inure to the benefit of each of the parties hereto and their respective members, officers, directors, employees, affiliates, joint venturers, stockholders, predecessors, successors, successors in interest, trusts, attorneys, heirs, assigns, attorneys, and related entities, parent corporations, sister corporations, and/or affiliates as well as partnerships and limited liability companies.  

Entire Agreement
This Agreement – including its attached exhibits – contains the entire agreement and understanding between the parties as to the matters set forth herein and otherwise replaces any other prior negotiations, proposed agreements – written or oral, or previously signed agreements as to those matters. This Agreement may be amended or modified by only the written, signed consent of all the parties.

To the fullest extent permitted by law, the Client shall defend, indemnify, and hold harmless Web Mission Control, Inc., its members, managing members, officers, directors, agents, officials, representatives, agents, employees, its successors and assigns – (collectively “Indemnitees”) from and against any and all third-party claims, losses, costs, damages, injury, expense, and liability of every kind, nature, and description (including, without limitation, incidental damages, court costs, attorney’s fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation) that arise from or relate to, directly or indirectly, in whole or in part, from the Client’s performance or providing of the Services its client, vendors, members, affiliates, etc., except for  Pirate and Fox LLC gross negligence or willful misconduct.

Project Completion
The project is finished when we have fulfilled all agreements made in this entire agreement.  If the client is unable to or fails to provide content or any other item required to complete the project, it does not mean we have not done our job. Once the site,  campaign or application has been tested and is ready to go live, either with your content or placeholder images and dummy text or information, we will issue the final charge or invoice (if it has not already been paid). Once the final invoice is paid we will hand over the keys and as an act of utmost good faith, we will show / guide you how to put your own content, test, or use your site, campaign or application in once it’s ready. If the final invoice is not paid within the credit terms we have given you and all services required under this agreement to the Client shall have been performed, we are under no obligation to keep the site on our testing server or continue with the project in any way.

Each milestone of the project, as well as the completion of the entire project, may require client feedback.  If we have done everything possible that doesn’t require client input to complete any milestone of the project, and we can’t get a response from the client within 14 days to obtain any input we need to complete that milestone, it will be considered complete and the closing charge for the milestone will be invoiced.  If we obtain the information we need to complete the milestone within an additional 30 days, we will incorporate it into our work at no additional charge. After that time there may be an additional charge to finalize the milestone.

If a provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be rewritten by the court to be legal and valid so long as the re-written provision remains consistent with the intent of the parties expressed herein; or deemed to be severed and deleted. Neither such provision, nor such severance and deletion, shall affect the validity of the remaining provisions.

Governing Law
This Agreement shall be governed and construed according to the laws of Puerto Rico and the venue of any alternative dispute resolution proceedings or other legal action, motion, or application relating to or arising out of this Agreement shall only be proper within Puerto Rico.

Captions and Interpretations
Paragraph titles or captions herein are inserted as a matter of convenience and for reference, and in no way define, limit, expand, extend, or describe the scope of this Agreement or any provision hereof.

More Legal stuff
We can’t guarantee that the functions contained in any web page templates or in a completed website, application or marketing campaign will always be error-free as well as the results of any given campaign and so we can’t be liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this website, application or campaign third party web applications or programs and any other web pages, software or applications, even if you have advised us of the possibilities of such damages.

You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion to be used in this project are either owned by your good selves, or that you have permission to use them.

You own the graphics and other visual elements that we create for you for this project. We’ll give you a copy of all files and you should store them really safely as we are not required to keep them or provide any native source files we used to make them. You also own text content, photographs and other data you provided, unless someone else owns them. We own the markup, CSS and other code and we license it to you for use on only this project.

We love to show off our work and share what we have learned with other people, so we reserve the right to display and link to your completed project as part of our portfolio and to write about the project on websites, in magazine articles and in books about web design.

In Conclusion

Just like a parking ticket, you can’t transfer this entire agreement to anyone else without our previous written consent. This entire agreement stays in place and need not be renewed. If for some reason one part of this agreement becomes invalid or unenforceable, the remaining parts of it remain in place. Although the language is simple, the intentions are serious and this entire agreement is a legal binding document under exclusive jurisdiction of the courts of Puerto Rico.

Last Edited October 10th, 2018