Terms & Conditions | Service Level Agreement

1. Acceptance

An agreement becomes effective upon mutual signature, acknowledgment, or any act of acceptance by both parties. The Client’s agreement, whether by physical or electronic signature, or through the purchase, use, or acceptance of our services, signifies full understanding and acceptance of the outlined terms. The use of our services, inclusive of any added services requested and approved through communication platforms such as email, Viber, WhatsApp, Telegram, or other agreed-upon means, shall be considered binding acceptance of the agreement. Both parties commit to adhering to the agreement upon acceptance, establishing the contractual arrangement between Web Theoria and the Client.

2. Payment

All services require a down payment as per the specified payment schedule before any type of work commences. Any issued Invoices must be settled within thirty (30) calendar days. If the Client fails to process a payment on time, then the project will be put on hold or cancelled. It is in Web Theoria’s sole discretion to decide whether and when to resume work on the project once the late payment is processed. Furthermore, agreed One-Off, annual, semi-annual, quarterly and / or monthly charges concerning Marketing Services and / or any other additional services agreed with the Client not mentioned herein, are to be paid as per the payment schedule.

3. Late Payments

Upon an overdue invoice, the Client will receive a thirty (30) calendar day grace period from the payment due date to settle without incurring late fees or interest charges. Should payment not be made within this grace period, a late payment interest, calculated at a rate of 8% per annum above the European Central Bank reference rate, will accrue on the outstanding amount from the due date until full payment is received. Persistent non-payment may result in actions outlined in this contract, including service suspension or contract termination, in accordance with relevant laws, such as those defined in the Directive 2011/7/EU adopted by the European Parliament and the Council of the European Union, as integrated into Cyprus’s national law through Law No. 123(I)/2012 on Combating Late Payments in Commercial Transactions.

4. Supplementary Expenditures & Client Approval

The Client agrees to reimburse Web Theoria for any additional expenses necessary for the completion of the work. Examples would be the purchase of special fonts, stock photography, etc. Web Theoria will always notify and seek to receive approval from the Client before proceeding with such purchases / additional expenses.

5. Content & Copyright

At the start of the project the Client must provide all their available content (text, images, videos and sound files). By proving this material, the Client grants Web Theoria the rights to publish content, such as text, images, video and sound files. The Client must ensure that any content provided is legal, non-infringing, and does not violate any third-party rights. Should the supplied content belong to a third party, the Client must obtain necessary permissions and rights for its use in digital marketing materials. The Client remains the rightful owner of their published content, encompassing logos, text, photos, videos, and audio files. Web Theoria bears no responsibility or liability for any content published online on the Client’s behalf. In instances where progress is impeded due to delayed or undelivered material from the Client within the agreed-upon timeframe, Web Theoria reserves the right to adjust delivery schedules accordingly. The same applies to delayed provision of content or content updates related to existing online material provided to Web Theoria for population within the Client’s online portals. The Client retains the copyright to data, files and graphic logos provided by the Client, or created by Web Theoria on their behalf and grants Web Theoria the rights to publish and use such material. The Client is responsible for obtaining permissions and rights for any copyrighted information or files from third parties. The Client agrees to indemnify and hold Web Theoria harmless from any claims resulting from the Client’s failure to acquire proper copyright permissions. It is the Client’s responsibility to officially register, as required, any design elements or logos created by Web Theoria to safeguard trademarks. This includes registering with appropriate authorities, either domestically or internationally, to ensure adequate protection for trademarks associated with Web Theoria’s designs.

6. Client Review

Web Theoria will provide the Client with an opportunity to review the appearance and content of the material prepared during the design phase as well as upon completion of the overall project material. The material may be sent through various communication channels, including but not limited to email, Viber, WhatsApp, Telegram etc., for the Client’s review. In case of a website and once it’s live, the Client shares responsibility to regularly monitor its content, layout, and functionality, including any embedded contact forms. It’s encouraged that the Client accesses the website at least once a week, testing the website forms to ensure their functionality and email deliverability to the Client’s appointed email inbox. Any identified issues should be reported to Web Theoria promptly for resolution.

7. Deliverables

Deliverables refer to the completed work products or materials created by Web Theoria as specified in the agreement. These may include, but are not limited to, designed graphics, written content, videos, logos, or any tangible materials specifically outlined. Web Theoria reserves the right to consider a produced material as delivered upon completion, regardless of the Client’s decision not to utilize or publish that specific material. It’s important to note that no reproduction or use of the delivered material by the Client is permitted without explicit authorization from Web Theoria.

8. CMS Access

Designated members of the Client’s team will receive authorized access to the delivered website’s Content Management System (CMS) to facilitate content alterations on the website. Approval for CMS access will be granted upon written directives from the Client’s senior management. This access is intended solely for the purpose of website content management and requires adherence to the established guidelines and best practices outlined during the relevant training session provided by Web Theoria. Any unauthorized use or alterations outside the scope of the website’s content management may lead to access revocation or other appropriate actions at the discretion of Web Theoria.

9. Website Hosting Services

The Client acknowledges and agrees that the hosting services for their website and online content will be provided by Web Theoria, as appropriately agreed upon. In the event the Client wishes to terminate the hosting agreement, written notice must be provided, allowing at least one month’s notice period. Any amounts paid towards Hosting are not refundable or transferable to other services. Web Theoria provides hosting services to its clients as part of the agreement. Should the Client require an advanced dedicated hosting solution beyond the standard services provided by Web Theoria, the Client is required to formally notify Web Theoria before entering into any new contract or renewing existing services. This notification ensures proper arrangement and integration of the requested hosting services with the Client’s website and content.

10. Domain Names

Web Theoria may purchase domain names and manage the same on behalf of the Client if instructed to do so. In such a case, it might appear on WHOIS Registry, that Web Theoria is the owner of said domain(s). Even in such a case, the domain remains always the property of the Client. However, in cases that the Client is managing their domain(s), it is the Client’s responsibility to make payment for the acquisition and renewal of these domain names. The Client acknowledges that any loss, cancellation, or expiration of the domain names resulting from non-payment or late payment is not the responsibility of Web Theoria. Neither is the Client’s website going off-line in such a case the responsibility of Web Theoria. In such a case, Web Theoria reserves the right to quote for any work involved in reinstating the website under the same or a new domain. To ensure timely payment and avoid any disruption in domain services, the Client should maintain a record of payment due dates and submit payments in a timely manner.

11. Website Launch Delay

If a website has been completed and made available online on Web Theoria’s staging servers but has not gone live on the Client’s indented URL due to delays on account of the Client, then the agreed Hosting & Maintenance fees will be enforceable 3-months in.

12. Web Browsers & Devices

Web Theoria makes every effort to design and develop websites for optimal viewing across popular and commonly used browsers such as Firefox, Internet Explorer, Safari, Google Chrome, Edge, Opera, etc. However, the Client acknowledges that while efforts are made for compatibility, Web Theoria cannot guarantee seamless functionality across all browser software, operating systems, display sizes, and device types. Additionally, Web Theoria cannot be held responsible for any display issues arising from new software or hardware released after the website’s launch. Consequently, Web Theoria reserves the right to provide a quote for any necessary work to adjust website design or code to ensure compatibility with updated browser software and/or new devices.

13. Website Security & Backups

Web Theoria does its utmost to ensure the security of the Client’s website by diligently maintaining applicable backups and initiating updated backups before executing any upgrades or updates. Despite these measures, Web Theoria cannot be held responsible for data loss or the overall security and availability of the Client’s site(s) & data. In the event of site restoration requirements, Web Theoria will collaborate with the Client and the Hosting Provider to facilitate the restoration process. Any time expended on restoration work will be billable at Web Theoria’s hourly rate.

14. Work Credit

The Client agrees to grant Web Theoria with the right to feature the Client’s logo, and any other visuals regarding the work that Web Theoria completed for the Client as well as details regarding the process followed during the project’s development within its website, literary or advertising material for marketing purposes. The Client also agrees to grant Web Theoria with the right to feature segments of analytics or statistics regarding the results achieved for the Client by Web Theoria via any type of work produced and published online. The Client agrees to grant Web Theoria with the right to feature a watermark within the website created for the Client, usually within its footer, informing the website’s visitors that the website was created by Web Theoria as well as providing them with a link to Web Theoria’s website. If the Client requests to remove said watermark, additional charges will apply.

15. Amendments

Either party may modify or replace these Terms upon providing 45 days’ notice to the other party in writing, providing the changes required, and the revision will commence once both parties are in agreement regarding the updated terms, conditions and pricing involved.

16. Plugins

Websites running on WordPress Content Management System greatly depend on Plugins to be able to accommodate some of the custom requirements usually set forth by the Client. Web Theoria selects these Plugins based on availability and the Client’s budget at the time of development. Third parties, out of Web Theoria’s control, develop and maintain these Plugins. From time to time, some of these Plugins might become outdated / unsupported and thus need replacement in order for the Client’s website to remain current, functional and secure. Web Theoria excludes itself, its Employees and / or Agents from all and any liability from losses that may result due to this. Furthermore, the client will be responsible for covering the costs involved to replace the failing Plugin(s) and restore the website. Web Theoria will work closely with the Client to replace the failing Plugin(s) and restore the Client’s website in the most efficient manner possible.

17. Working Hours / Support

Hosting, maintenance, content and security related support is provided weekdays from 09:00 to 17:30. Requests for support must be made via email. Web Theoria will handle all requests as soon as possible, based on its workload and prior commitments. Requests made, not covered by any agreement between the Client and Web Theoria, will incur additional charges at an hourly rate, as per the hourly rate disclosed by Web Theoria to the Client. For extraordinary support out of the aforementioned hours, please email [email protected]. The standard hourly rate for this is €75 unless an alternative written agreement has been made.

18. Sole Agreement

The terms contained herein, constitute the sole agreement between Web Theoria and the Client regarding proposed / agreed / purchased services offered by Web Theoria. Any additional work not specified within the correspondence, proposals, contracts or agreements between the client and Web Theoria must be authorized by a written change order (hard copy or email) in accordance with the “Amendments” section herein.

19. No Refund Policy

The Client will not receive a refund if they decide to stop working with Web Theoria after having accepted a proposal / signed an agreement, provided down payment and work has commenced.

20. Development Copyright Ownership

Websites designed and developed by Web Theoria carry decades’ worth of experience in web design & code development. Customized WordPress theme designs, features, plugins, solutions and technologies developed and implemented to accommodate unique and specific Client requirements not offered by widely available standard, ‘open-source’ solutions, templates and plugins, remain the intellectual property of Web Theoria. These are released for use to the Client for the specific intended purpose as per this document (single website / single use license), provided that hosting remains that of Web Theoria.

Should the Client choose to take full control of the website and seek hosting elsewhere, they should sign an NDA with Web Theoria, and pay a penalty fee according to the table below based on timing after going live with the website:

  • Before the end of the first year: 25% of Total Project Cost
  • Before the end of the second year: 20% of Total Project Cost
  • After the end of the second year: 10% of Total Project Cost

Furthermore, upon taking full control of the website, the Client agrees that Web Theoria’s watermark – informing website visitors that the website was created by Web Theoria as well as providing them with a link to its website – usually featured within the footer of the website, shall remain there for the remainder of the website’s (theme) usage.

It is also in Web Theoria’s discretion, to remove any proprietary customization, plugins and coding as needed, before handing over the website. Any left-over premium plugins must then be licensed to and paid for by the Client.

21. Original File Ownership

Photos, Logos, Brochures, Cards & Stationary taken, designed, and provided by Web Theoria carry decades’ worth of experience in photo shooting, design & software utilization. Furthermore, hardware & software licensing, technics, particular fonts, and design methods used, are either owned by or issued exclusively for and paid directly by Web Theoria and are not transferable. All original files remain the intellectual property of Web Theoria. Processed files are released for use to the Client for the specific intended purpose as per the proposal / agreement document provided to the Client. Web / Press quality digital records of the designs will be provided to the Client. Original editable working files are not to be shared with the Client in any case. Once the Client satisfies themselves with the files / designs provided and the purpose for which the agreement along with its terms was made is considered covered, any additional work requested and completed on these files / designs will be charged at Web Theoria’s provided / agreed hourly rate.

22. Liability

Web Theoria hereby excludes itself, its Employees and / or Agents from all and any liability from:

  • Loss or damage caused by any inaccuracy or omission;
  • Loss or damage caused by the hosting provider;
  • Loss or damage caused by the social media platform;
  • Loss or damage caused by third party hardware / software;
  • Loss or damage caused by natural disasters, act of war, terrorism and or any situations that may arise out of Web Theoria’s control;
  • Loss or damage caused by Cyber-attack;
  • Loss or damage to the Clients’ text / artwork / photos / videos / data supplied;
  • Loss or damage caused / claimed due to server down time, server failure, network issues or outage.

The entire liability of Web Theoria to the Client arising out of reasons other than the ones listed above, shall be limited to the charges paid for the services under the Proposal / Agreement in respect of which the breach has arisen.

23. Cancellation of Contract / Services

Either party may terminate cooperation if there is a breach to any of the agreements made / signed between the two parties, provided that the innocent party gives a 20-day notice to the party in breach and the latter does not remedy the breach within the 20-day notice period. If either party wishes to exit any agreement, they may do so after the end of the pre-agreed period and after having given a 30-day notice. It is understood that upon such notice both parties will be released from any further performance and the agreement upon which the difference arose will be terminated on the agreed termination date without any further claim from either side.

24. Data Protection

Both the Client as well as Web Theoria agree to comply with the General Data Protection Regulation (EU) 2016/679 as well as any of its subsequent amendments. Furthermore, both parties agree to process and ensure the protection of such data under this legislation and/or any other relevant enforceable legislation. If instructed to do so by the Client, Web Theoria may upload a generic Privacy Policy within the Client’s website. Such a Privacy Policy covers only the basic requirements. Web Theoria cannot guarantee that in a case of legal action due to any form of privacy breach, the Client is in any way covered. Web Theoria cannot be held liable in any way. The Client should do their own diligence and seek legal advice from their own legal team in order to be better protected and legally covered.

25. Confidentiality

Both parties agree, at all times, either during their cooperation period, or during any other period before or after that, to never disclose to any person or entity, any confidential information related to either party’s business, affairs, operations or clientele, without prior written consent from the affected party. Furthermore, both parties agree to take reasonable precautions so that such information will not be made available to third parties. Such information may include but not limited to, customer details, accounting documentation, agreements, policies, pricing, marketing strategies, statistics, etc.

26. Social Media Engagement

Both the Client and Web Theoria agree to engage with each other on social media platforms as part of their collaboration. The Client and Web Theoria shall mutually follow each other’s official social media accounts across platforms. By following each other, both parties acknowledge the potential benefits of social media interaction, including increased visibility, brand promotion, and communication opportunities.

27. Results Disclaimer

Web Theoria endeavors to optimize digital marketing campaigns; however, specific outcomes cannot be guaranteed. Success hinges on various factors beyond our control, including the quality, price competitiveness and market reception of the Client’s products or services. Web Theoria does not guarantee specific performance metrics, acknowledging that results are contingent on external elements such as market dynamics and product/service appeal. The Client acknowledges that campaign success may be influenced by factors unrelated to our efforts and agrees that results may vary based on industry conditions and consumer preferences.

28. Payments to Third-Party Platforms

Meta Platform Ads, Google Ads, LinkedIn Ads, Mailchimp and any other third-party platform subscriptions are all payable directly by the Client, unless otherwise specified and agreed. It is the Client’s responsibility to settle these payments in due time so as to assure the unobstructed functionality of these services. Web Theoria cannot be held liable for any and all related loses that may result due to unsettled balances between the Client and any Third-Party Platforms.

29. Platform Access & Account Ownership

Web Theoria will manage social media accounts on behalf of the Client, retaining administrative access during the contract. Account ownership remains with the Client, and upon contract termination, all administrative rights and access credentials will be transferred to the Client.

30. Ad Account Access & Account Ownership

Utilizing our expertise in ad optimization, Web Theoria creates and manages custom ad accounts on platforms such as Google Ads, Meta Ads (including Facebook and Instagram), LinkedIn Ads, and others for the Client’s campaigns. Ownership and administration of these custom ad accounts remain with Web Theoria throughout the contract duration and after its termination. The Client will have access to performance reports and analytics related to these accounts, however, ownership and control of these accounts remain vested in Web Theoria post-contract.

31. Reporting & Analytics

Web Theoria will provide comprehensive reports detailing the performance metrics of digital marketing activities, including Social Media campaigns, Google Ads, Mailchimp, and other specified platforms. The frequency and format of these reports will be specified in the agreement deliverables. These reports may include engagement metrics, reach, conversion rates, and other relevant analytics, serving as a vital tool to assess campaign effectiveness and optimize strategies. Web Theoria will ensure the Client has access to these reports to facilitate collaborative decision-making for future campaign enhancements and goal achievement.

32. Communication Channels

Communication pertaining to this agreement, encompassing notices, updates, and general correspondence, may occur via multiple digital platforms such as email, Viber, WhatsApp, Telegram, or other mutually agreed-upon channels. Both parties acknowledge that messages exchanged through these agreed-upon digital platforms constitute valid and binding communication equivalent to written correspondence, and it is the responsibility of each party to promptly update the other regarding any changes in preferred communication methods or contact information to ensure effective correspondence.

33. Severability

If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck from the Agreement and the remaining provisions shall remain in full force and effect.

34. Governing Law

The Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus without regard to its conflict of laws principles.

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