Between Rubber Duckers Ltd and our client.
The document uses plain English with "we," "us," "our," and "the Company" referring to Rubber Duckers, a UK-registered corporation. "You," "your," "Customer," or "Client" refers to the client.
The current hourly rate is defined as the rate in place at the time a service is requested, not at the time this agreement is executed. Clients can request the current rate upon inquiry.
Rubber Duckers operates Monday through Friday, 9:00 am to 5:00 pm, with typical one business day response times. Clients with active website management receive priority. Office phone and email are the primary means of communication accepted for our work together. Other channels like text, social media, or messaging apps aren't guaranteed to be logged or acted upon.
Two post-launch options exist. Hosting: website hosting only, with no ongoing support, backups, updates, or maintenance, additional work is billable at the current hourly rate. Care Plans: includes hosting plus backups, updates, security scans, and discounted hourly support rates.
The company aims for 99.9% of the time availability during monthly billing cycles. Service credits are calculated by dividing unavailability minutes by total cycle minutes. Customers must request credits within seven days. Unavailability means unresponsiveness lasting over 60 consecutive seconds, excluding regional or national outages.
Regular backups maintain data integrity. For security compromises or operational failures, unlimited restorations occur at no charge. User error restorations are limited to two per 28-day period, additional ones are billable. Restorations reflect the backup's state only, subsequent changes aren't included.
The company maintains security and functionality by updating WordPress core, themes, and plugins as needed. Updates are applied based on security practices and operational requirements.
Premium themes and plugins require recurring licence fees. If Rubber Duckers holds appropriate licences, costs are included in management services and maintained during active subscriptions. Plugins are reviewed for price changes and may be discontinued if costs become excessive.
If clients use unlicensed premium themes or plugins, they bear maintenance responsibility. The company will inform clients of licensing needs and assist in obtaining them. Services don't cover issues from unlicensed premium themes or plugins. Failure to do so may result in compatibility and security problems, for which we cannot be held liable.
When updates cause conflicts, the company consults with clients for solutions, typically removing the problematic plugin or creating alternatives. Work exceeding three hours is billable. Clients must notify the company of problems requiring attention.
Cancelling care plan services transfers all management responsibilities to the client, including backups, security, and updates.
Payment is due on the first day of the service period (monthly, quarterly, or annually). Card payment via Stripe is preferred, BACS transfers require special request. The company reserves the right to adjust pricing for our Care Plan Services as necessary. Price changes require 30 days written notice. Clients may cancel if they disagree with new pricing.
Clients may cancel with 30-day written notice to quack@rubberduckers.co.uk. The company does not offer refunds on website management services. Upon cancellation, full responsibility transfers to the client for backups, security, and updates.
Migration options include: providing administrator login for client backups, creating backups using industry-standard tools, or performing migration at the current hourly rate.
Invoices are payable upon receipt. Unpaid invoices after 14 days may result in website suspension from public view until payment is received.
Clients agree to maintain robust security measures when accessing the website.
Device Security: clients must protect devices with website access by maintaining updated security software, using current web browsers, keeping operating systems patched, updating installed software, and avoiding public WiFi network logins.
Password Protocol: clients must use strong, unique passwords exclusive to the website. Credentials shouldn't be sent via unencrypted methods like SMS, email, or chat. Password managers are strongly recommended.
Clients ensure that employees, contractors, or other parties granted access follow these security measures.
The company cannot be responsible for changes made to the website by third-party providers that you have authorised to access the website. These include developers, SEO specialists, social media managers, and content creators.
SEO services aren't included in website management. Ranking depends on numerous factors, and the company cannot guarantee placement on any search engine.
Websites automatically send emails for events like contact form submissions, sales, or password resets. Email providers may flag these as spam or fail to deliver them.
The company can include SMTP server use for more reliable sending, though delivery isn't guaranteed. Since we cannot control the delivery of these emails, we are not responsible for any emails that are not delivered to the client for any reason. Clients are responsible for checking spam folders and website forms for undelivered notifications.
Rubber Duckers doesn't provide or support email services. Office 365 and Google Workspace are recommended. Clients using other providers should consult IT professionals.
Clients are responsible for registering domain names and paying annual fees. The company can assist with registration and connection. Clients may purchase multi-year registrations or renew annually.
Clients must maintain current credit card information with the registrar for automatic renewal. The company isn't responsible for domain suspension or loss due to billing failures. If you lose access to your domain name through non-payment, suspension or any other reason, your website will no longer be accessible or viewable by the public. Work resulting from domain expiration is billable.
The company employs best practices for accessibility in designs, though full compliance may vary by project. Clients with specific legal, regulatory, or accessibility requirements must inform the company. Unless expressly stipulated in the Scope of Work, we make no representations or warranties regarding the website's compliance with any such specific requirements.
Compliance guarantees must be explicitly detailed and agreed upon in the Scope of Work.
The company may use AI-generated text, images, code, or other content in compliance with applicable laws and ethical guidelines. Necessary permissions and licences are obtained.
If clients supply AI-generated content, they must ensure compliance with laws, regulations, and ethical guidelines, providing evidence of necessary permissions and licences.
Clients are solely responsible for determining whether legal pages like Terms of Use, Privacy Policy, or Return Policy are required. The company has informed clients that privacy laws may mandate a Privacy Policy with specific disclosures.
The company is not a lawyer, does not provide Privacy Policies as a service, and is not responsible for your business complying with any applicable privacy laws. Consulting an attorney is strongly advised.
Rubber Duckers recommends Termageddon for policy generation and can assist with linking. Clients aren't obligated to use it. Relationships with Termageddon are governed by their Privacy Policy and Terms of Service.
If we provide any standardised privacy policies and terms of use, we expressly do not guarantee that this language complies with any governing body's requirements. Clients should have standardised language reviewed by lawyers and inform the company of regulatory compliance needs.
The company will disclose information about its clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies.
Clients agree to indemnify and hold harmless the company, subsidiaries, contractors, employees, affiliates, and their respective officers, directors, shareholders, and agents against losses, claims, damages, liabilities, penalties, actions, proceedings, and judgments arising from the agreement, service use, confidentiality breaches, or alleged intellectual property infringement. Clients reimburse for legal expenses and lawyer fees.
The agreement is construed in accordance with, and governed by, the laws of the United Kingdom without regards to Conflict of Law principles.
For disputes regarding meaning, effect, interpretation, or claimed breaches, parties agree to mediation. Parties mutually select a mediator and share costs equally. If agreement isn't reached, each party selects a mediator, who independently select a third mediator. Parties cooperate in good faith to reach resolution.
The company reserves the right to refuse, restrict or terminate service to any client for any reason.
The company performs work in accordance with good industry practices and at the standard expected from a suitably qualified person with relevant experience. However, error-free work isn't guaranteed, and the company isn't liable for damages including lost profits, savings, or incidental, consequential, or special damages.
The company hereby disclaims all warranties of any kind, either express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for a particular purpose.
The company isn't liable for losses from distributed denial-of-service attacks, viruses, or harmful material infecting servers or data.
In no event will the collective liability of the company, its affiliates and its licensors, service providers, employees, agents, officers and directors be liable for damages of any kind, under any legal theory, for harm caused by or related to the customer's services or inability to utilise the services.
This includes direct, indirect, special, incidental, consequential, or punitive damages, personal injury, pain and suffering, emotional distress, lost revenue, lost profits, lost business, anticipated savings, lost use, lost goodwill, and lost data, whether from negligence, breach of contract, or otherwise.
Maximum aggregate liability doesn't exceed fees collected in the last six months, subject to applicable law exceptions.
The company isn't considered in breach if unable to complete services due to events beyond control, including fire, earthquake, labour disputes, acts of God or public enemy, pandemics, death, illness, incapacity, or compliance with any local, national, or international law, governmental order, or regulation. The company endeavours to notify clients of inability to perform or delays.
Invalid or unenforceable agreement parts don't affect other parts.
Headings are for convenience only and aren't part of the agreement.
The agreement and attached service proposals constitute the entire understanding and supersede prior agreements. Changes require written instruments signed by the party against whom enforcement is sought.
The agreement may only be changed or modified in writing signed by both parties.
Parties acknowledge reading, understanding, and actively negotiating terms while participating in drafting and potentially having legal counsel. The agreement isn't deemed the product of either party and won't be enforced more stringently against either party.
Neither the company nor the client may assign the agreement without prior written consent from the other.
Purchasing maintenance packages via Stripe signifies that clients have read, understood, and agreed to the Care Plan Agreement and that it comprises the entire agreement.
