Terms of Service

Last update: November 2022

Our hosting clients are able to request work on an hourly/billable basis.  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 terms on your signup form:

You may choose to hire us, Managed WP to provide you the services described on ManagedWP Pricing page which will be billed on a weekly basis to your credit card held on file.

Development Services Discounted Pricing

Clients enrolled in our current Managed Hosting service and higher tier hosting receive a 10% off on all our published rates.

Non-For-Profit entities (upon proof receival) will obtain a 10% discount as well.

Clients may obtain both discounts if all above applies.

Hosting clients under the “Legacy” program already obtain discounted hosting prices; therefore, as of 12/1/2022 discounted pricing for Development Services have been discontinued and full published rates will apply.

Work Perfomorming & Invoicing

We track time by the minute, billing for the time spent working on your request since received and may include time spent on communications, when we believe the work is complete, you will receive a “Request Processed” email notice asking you to verify the work; you must notify us if you think there are items pending still, that way we can continue working on them until done at your specs; but if get no answer to this notice within 24 hrs, we will consider the work complete.

If requested, we may provide estimates of how long your entire request might take to be completed, and you will be notified if we learn that we are going to significantly exceed the estimate given.  However, there may be times we may be unable to provide time estimates on very small tasks or specialized requests, and, if you do not ask for an estimate, your request will be considered a “Work Order”, and all the work performed will be invoiced for and must be paid for in full.

Our weekly work cut-off is every Sunday at midnight EST. our invoicing day is every Monday. On billing date you will receive an invoice and will have 2 days to review, dispute or refuse any or all charges and pay manually if so desired, after that period the invoice will be considered as accepted and our system will run the auto-charge to your credit card on file. If at any time you need a fixed price quote on a bigger project; you may request that, and said work will fall outside of this agreement and under the terms of the fixed-price contract we agree to.

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 here-under shall be extended by the actual time of delay caused by such occurrence.

Termination
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 Managed WP 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, Managed WP 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 & Fox, LLC. in order to comply with the set deadline.  

Notices
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.

Rights to Service

All parties agree that a request received doesn’t imply we must fulfill it; therefore, we reserve the right to refuse any request that we feel is out-of-scope due to the magnitude of the request, time tables or simple we have a big workload. We may also stop, or cancel service on any unpaid work at any time.

Arbitration
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 ventures, 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
By sending work requests you agree the there is an 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. You hereby acknowledge that every request is agreement to these terms shall be considered part of this entire agreement.

Indemnity
To the fullest extent permitted by law, the Client shall defend, indemnify, and hold harmless Managed WP, Pirate & Fox, LLC, 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  Managed WP gross negligence or willful misconduct.

Severability

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.

Copyrights
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. We suggest you review these terms from time to time as we may change Terms & Conditions at any time without previous notice.