1. Acceptance
If a Client accepts any type of work proposal / agreement with Web Theoria by sending an acceptance email message to Web Theoria (@webtheoria.com) or by proceeding with payment in whole or partially for any type of services provided by Web Theoria, then the Client will be deemed to have satisfied themselves as to the terms provided herein and have accepted these terms and conditions in full. The Client is obligated to study these terms and conditions carefully. Any purchase or use of Web Theoria’s services implies that the Client has read, understood and accepted Web Theoria’s terms and conditions.
2. Payment
All services require a down payment as per section 3 below, before any type of work is supplied to the Client for review or published online. If the Client fails to process a payment on time, then the project will be put on hold or canceled. 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 Hosting, Maintenance, Support, SSL Certificates, CMS & Plug-in Updates, Email Services, Marketing Services and / or any other additional services agreed with the Client not mentioned herein, are to be paid as per section 3 below.
3. Payment Schedule
Websites:
40% deposit will be required prior to the commencement of the project
30% will be required during the course of the project
30% will be required upon sign-off and prior to the launch of the website
Annual Services:
Full amount payable within the first calendar month of the year
One-Off Services:
50% deposit will be required upon agreement
50% will be required upon sign-off and completion
Ongoing Services:
Upfront monthly, quarterly or semi-annual payments (as specifically agreed)
*Prices are always in Euros (VAT not included)
*²Estimates / Proposals provided are valid for 30 days from issue date
4. Additional Expenses
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
Content must be provided by the Client. During the project, Web Theoria will require the Client to provide and grant the rights to publish content, such as text, images, video and sound files. It is the Client’s responsibility to make sure that the content provided is not illegal or unlawful and that it does not infringe any legal rights. If content provided belongs to a third party, the Client must obtain permission and rights to use such content. The Client remains at all times, the rightful owner of their published content (logos, text, photo, video & audio files). Web Theoria has no responsibility or liability over any content published online on the Client’s behalf. Furthermore, on any occasion where progress cannot be made with the Client’s agreement because the Client has not delivered or delayed to deliver the required content to Web Theoria within the agreed time frame, Web Theoria reserves the right to postpone the delivery date. The same applies to content and content updates related to existing online material provided to Web Theoria for population within the Client’s online portals.
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 once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies otherwise within 2 working days of the time the materials are made available to the Client. Any further changes requested / made from that point on will be charged at an hourly rate. The Client is equally responsible once their website is up and running to monitor its content, layout and functionality, including any contact forms featured, and report any issues found to Web Theoria as soon as possible.
7. CMS Access
Specified members of the Client’s staff will be provided with CMS access to alter the content of the website. Written instructions from the Client’s senior management will be required towards approval of the staff members with this access.
8. Website Hosting Services
The Client agrees that the hosting services for their website and online content, will be that of Web Theoria where appropriately agreed. If for any reason, the Client wishes to terminate the hosting agreement herein, they must do so in writing providing at least a month’s notice. Web Theoria offers its clients with hosting services. If an advanced dedicated solution is required over and above what’s offered by Web Theoria as standard, the Client must officially notify Web Theoria prior to signing any new contract or renewing any services.
9. Domain Names
Web Theoria may purchase domain names on behalf of the Client. Payment and renewal of these domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by none or late payment is not the responsibility of Web Theoria. The Client should keep a record of the due dates for payment to ensure that payment is submitted in good time.
10. Web Browsers & Devices
Web Theoria makes every effort to ensure websites are designed and developed to be viewed by most visitors and to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Safari, Google Chrome, Edge, Opera, etc.). The Client agrees that Web Theoria cannot guarantee correct functionality with all browser software across different operating systems, display sizes and device types. Web Theoria cannot accept responsibility for web pages that do not display acceptably on new software / hardware released after the website had been launched. As such, Web Theoria reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software and / or new devices.
11. Website Security & Backups
Web Theoria does its utmost to ensure that the Client’s website is as secure as possible, by keeping backups where applicable and taking updated backups prior to starting any upgrades/updates. However, Web Theoria is not responsible for any data loss or for the general security and availability of the Clients’ sites. Web Theoria will work with the Client and the Hosting Provider to restore a site if this becomes necessary, with the time consumed towards restoration work chargeable at Web Theoria’s hourly rate.
12. Data Security & Availability
Web Theoria does its utmost to ensure that the Client’s data is as secure as possible. However, Web Theoria is not responsible for any data loss or for the general security and availability of the Clients’ data.
13. Email Hosting Services
If instructed to do so by the Client, Web Theoria may provide hosting to the Client’s email accounts. Web Theoria does its utmost to ensure that the Client’s email data is as secure as possible, by keeping backups where applicable / necessary as frequently as possible. However, Web Theoria is not responsible for any data loss or for the general security and availability of the Clients’ email service and email data. Web Theoria will work with the Client and the email-hosting provider to restore this service if this becomes necessary, with the time consumed towards restoration work chargeable at Web Theoria’s hourly rate. For Clients proceeding with Microsoft’s Office 365 solution, no backups are kept by Web Theoria and the general security, availability of all relevant services offered as well as data integrity lies exclusively with Microsoft. Furthermore, the Client remains at all times, the rightful owner of their email accounts’ entire content. Web Theoria has no responsibility or liability over any content / data found within the Client’s email accounts. Local machine setup (desktops, laptops or mobile devices) to accept / handle emails hosted / maintained by Web Theoria lies entirely with the Client. If requested to do so, Web Theoria may setup the Client’s local machine(s) remotely or locally with the time consumed towards completing this task chargeable 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. Furthermore, 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. Changes
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 to cover 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 call at the provided emergency number or email to [email protected]. A higher hourly rate applies for this 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 section 14 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. Copyright
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 must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Web Theoria permission and rights for use of the same and agrees to indemnify and hold Web Theoria harmless from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. Finally, it is the Client’s responsibility to officially register with the appropriate authorities, either domestically or internationally, any design elements and/or logos created by Web Theoria in order to protect any trademarks if/and as necessary.
21. 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 licence), provided that hosting remains that of Web Theoria, for at least 3 years from the date of going live with the website.
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
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.
22. 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.
23. Liability
Web Theoria 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 caused by delay or error, whether the result of negligence or other cause;
- 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.
24. 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.
25. 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.
26. 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.
27. Hotel Booking Systems Integrations
Websites integrated with Hotel Booking Systems, greatly depend on the continuation of the Third-Party provider’s functionality at the time of development to be able to accommodate and sustain many of the custom requirements set forth by the Client. Third Parties, out of Web Theoria’s control, develop and maintain the general functionality of these Hotel Booking Systems and their API. From time to time, some of the functionalities made possible by these systems, might become unresponsive or might stop working all together due to changes / advancements made by the Third Party and thus, further work might be required on Web Theoria’s part 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 to cover the costs involved towards maintenance work in order for the website’s original / new functionality to be restored / added. Web Theoria will work closely with the Client and the Third Party Hotel Booking System provider, to restore / update the Client’s website in the most efficient manner possible.
28. CRM / XML / API Integrations
Websites integrated with WebHotelier’s API, greatly depend on the continuation of WebHotelier’s functionality at the time of development to be able to accommodate and sustain many of the custom requirements usually set forth by the Client. WebHotelier, which is a third party out of Web Theoria’s control, develops and maintains their API and general functionality. From time to time, some of the functionalities made possible by WebHotelier’s systems, might become unresponsive or might stop working all together due to changes / advancements made by WebHotelier and thus, further work might be required on Web Theoria’s part 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 to cover the costs involved towards maintenance work in order for the website’s original / new functionality to be restored / added. Web Theoria will work closely with the Client and WebHotelier to restore / update the Client’s website in the most efficient manner possible.
29. Third-Party Websites & Templates
At times, Web Theoria might be requested by a Client to provide, fix, host, and/or maintain a Third-Party website for various reasons. These are oftentimes plagued by coding errors, excessive load, sluggishness, and security issues. Web Theoria cannot guarantee the functionality of such websites, nor be held liable for any issues either mentioned herein or not, that may arise due to the use of such websites. 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 to cover the costs involved to fix and restore the failing website. Web Theoria will work closely with the Client to do so in the most efficient manner possible.
30. Online Marketing Agreements
All annual marketing agreements provided by Web Theoria, include One-Off tasks the cost of which is spread throughout the agreed period despite the fact that these tasks are completed at the beginning of the agreement period. In case an agreement is cancelled before the end of the agreed period, the Client is required to fully pay all of the pending amount towards One-Off Tasks and at full price.
31. Online Ads Effectiveness
Web Theoria cannot guarantee the effectiveness in any way, shape, or form, of ads running on third party platforms. Web Theoria will work closely with the Client and platform, to optimize as best as possible said ads, but has only partial control over the frequency, timing, demographics reached and impact these will have for the Client.
32. Payments to Third-Party Marketing Platforms
Microsoft 365 Subscription, Google Ads, Facebook Platform Ads, LinkedIn Ads & Mailchimp Subscription 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.
