Service Agreement

"Profitable Web Projects", "PWP" or "we" mean "Profitable Web Projects SL"
"Client" or "Customer" or "you" means the person or other legal entity that has requested or purchased any Services.
"Service" or "Services" means any services supplied or to be supplied by "PWP", including but not limited to the provision of digital marketing, web development, server management and hosting, and digital design services.
"Order" means the formal authorisation for PWP to supply a Service or Services to the Customer and for PWP to invoice those Services accordingly, or the payment of an invoice for Services.

This agreement is made between PWP and the Customer and incorporates the Acceptable Use Policy (AUP) and Privacy Policy

These terms & conditions are intended to cover any and all Services provided by PWP and received by the Customer, unless a separate agreement has been signed between a director of PWP representing PWP and a director of your company representing your company. The Customer acknowledges and agrees that:

  1. its entire right relating to PWP Services are as set forth in this agreement
  2. that this Service Agreement contains the entire understanding between PWP and Customer with respect to the Services described in the Order
  3. that this Service Agreement supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between PWP and the Customer.
When a separate agreement has been signed by a director of PWP representing PWP and a director of your company representing your company, The Customer acknowledges and agrees that:
  1. their right relating to PWP Services derives from both the separately signed agreement and from this Service Agreement where the two are not in conflict, and from the separately signed agreement if there is a conflict
  2. that the separately signed agreement and this Service Agreement together contain the entire understanding between PWP and Customer with respect to the Services described in the Order
  3. that the separately signed agreement and this Service Agreement jointly supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, between PWP and the Customer.

  1. Subject to these terms and conditions, PWP agrees to provide the services specified in the Order. Subject to Customer's right to terminate this agreement in accordance to Section 4.2 of this agreement, PWP may expand or contract the scope of PWP's services by issuing an amended order communication to the Customer in advance of such change.
  1. For Website or Server Hosting Services, or other Product-based Services which are billed periodically (eg. Weekly, Monthly, Quarterly, Yearly, or any other period as agreed between PWP and the Customer), the initial term is stated in the Order ("Initial Term"). The Initial Term shall not commence until PWP accepts the Order from the Customer and until first payment as set out in the Order is made in full by the Customer for Services to be provided during the Initial Term. If a term is not specified, the term shall be one month.
  1. For Website or Server Hosting Services, or other Product-based Services which are billed periodically (eg. Weekly, Monthly, Quarterly, Yearly, or any other period as agreed between PWP and the Customer), unless terminated by PWP or in accordance with Section 4.2 of this Agreement will automatically renew for successive terms of equal length to the Initial Term at the same rate and discounts as the initial term unless varied in accordance with Section 20 of this agreement, or by prior communication by PWP to the Client.

The Customer agrees to pay PWP, without limitation, for the Services it uses. PWP reserves the right to charge the Customer standard hourly rates, to cover the resolution of excessive or unusual problems or complaints.

    1. Invoices - Invoices are emailed to the current billing email address. Clients are fully responsible to ensure payment of all amounts due are paid on time independently of receiving invoice or billing notifications by email from PWP.
    2. Cancellation Policy - In order to cancel a Service contract the Customer must notify PWP via email before the next renewal period begins. If a service is cancelled during a renewal period, no partial refunds or credits will be given. All payments to PWP are final and non-refundable.
    3. Overdue payments - Invoices are due as per the date shown on the invoice. PWP reserves the right to withhold and withdraw services from Customers who have Overdue, unpaid Invoices. Where PWP is storing data of any kind for the Customer, data may be deleted without further notice 2 weeks after notification of Overdue Invoice(s) unless alternative arrangements are made with PWP. At PWP's discretion we may refer overdue payments to our debt collections agency, and in that event an administration charge will be added to the outstanding amount. The value of the administration charge is discretionary, but would be a minimum of 25% of the overdue amount.
    4. Purchase Tax - Purchase Tax - Purchase Tax also known as Value Added Tax (VAT) or IVA is not included within the prices advertised but will be charged by default when you buy in Euros on our Spanish pages.

      If your business is registered outside of the European Union or is registered for VAT within the European Union but outside Spain and you provide us with a valid European Union VAT registration number we will refund any VAT charged and will not charge VAT on invoices to you.

      VAT is not charged by default when you buy in pounds on our English language pages, however if you cannot provide a valid European VAT registration number or if your business is registered within Spain we will need to charge and you will need to pay VAT separately at the prevailing rate in Spain. Currently (21st January 2014) this is 21%.

  1. Customers shall at all times comply with and procure that their clients and/or users comply with the terms of the current version of the Acceptable Use Policy (AUP)
    1. Hardware - PWP's data centre supplier is responsible for the replacement of any hardware components that fail. This includes chassis, PSU, disks, memory and motherboard of the server. The Customer will not be charged for any failure or replacement of hardware. In the case of a hardware fault which results in a server failure PWP's supplier guarantees to replace the faulty hardware within 3 hours of isolating the cause of failure. All of our Servers use RAID disk configuration so in the event of a single disk failure no disruption to service should occur and the replacement would be carried out at a mutually convenient time.
    2. Connection - PWP's data centre supplier guarantees that all of our UK Servers are within a maximum of twenty milliseconds of 95% of UK residences. Triple redundant uplinks via physically diverse cables into the UK backbone are provided to ensure maximum connectivity uptime. Where the Server's connection is unmetered, we guarantee that the maximum divided by the contention will be available at all times (e.g. 2Mbps in the case of a 10Mbps connection with 5:1 contention). In general, the intention is that an unmetered connection's maximum burst is available at least 80% of the time, and a large contention pool is in place to ensure that.
    3. Network - PWP endeavours to provide the most reliable network infrastructure possible to its Customers. Our data centre supplier guarantees us that our network will be available 100% of the time, excluding scheduled maintenance, circumstances beyond reasonable control including but not limited to dDoS or other network attacks, upstream or 3rd party network outages, war, fire, flood, sabotage, labour disturbance, acts of government and breaking of this Agreement or the Acceptable Use Policy.
  1. The Customer agrees that it may be necessary for PWP to Temporarily suspend Services for technical reasons or to maintain the PWP network, the equipment or any other facilities, the timing of which will be as determined by PWP.
  1. PWP may interrupt the Services at any time for any duration of time, without penalty or liability for any claim by the Customer, where necessary to prevent improper or unlawful use of PWP Services or network.

Compromised or Hacked Server or Hacked Hosting Account

  1. A compromised or "hacked" server or hosting account is a serious threat to our network. PWP, at its sole discretion, will take any and all measures to prevent a compromised server or hosting account from doing additional damage to its own systems and files or to the rest of the network. Determination that a server has been compromised: By the Customer - If you believe your system may have been hacked, immediately report the situation to PWP technical support. PWP will examine your system and may implement additional monitoring of your system. If a PWP System Administrator believes a server or hosting account on our network is compromised, PWP will: 1) disconnect the server from the network, 2) contact the client, and 3) provide evidence of the "hacking"
  1. If Customer breaches any of its obligations under this agreement or the Acceptable Use Policy (AUP) then PWP may terminate this agreement at any time and without prior notice. Provided that Customer's account is in good standing, the violation of the agreement does not constitute a violation of law and we are not prevented from doing so by legal injunction we will provide you with all data previously stored in your account or on your server provided such Order is received by Us prior to deletion of the data. Our standard hourly rate will apply for time required to so do.
  1. Customer acknowledges and agrees that neither PWP nor any of its members, shareholders, directors, officers, employees or representatives will be liable for any special, indirect, consequential, punitive or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with this agreement. If, despite the foregoing limitations, PWP or any of its shareholders, directors, officers, employees or representatives should become liable to Customer or any other person in connection with this agreement for ANY REASON, then the maximum aggregate liability of PWP, its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount payable by Customer to PWP for the current period of service under this agreement.
  1. Customer will indemnify and save harmless PWP and its members, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against PWP or any of its members, shareholders, directors, officers, employees and representatives in connection with Customer's negligence, activities or omissions, or breaches of its obligations under this agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by Customer.
  1. Customer acknowledges that it accepts all risk of any unauthorised or illegal use of the PWP network or any inter-connected network by third parties. PWP provides no warranties, makes no representations, and accepts no liability for the unauthorised or illegal access or interference with the Customer's server/network or hosting package unless such access or interference is caused by the intentional unlawful acts of PWP, its agents or employees.
  1. PWP assigns IP (Internet Protocol) addresses to Customers for their use. Customers have no right to use PWP IP addresses not assigned to them, to move IPs between different servers or account or in ways not permitted by PWP. PWP maintains ownership of all IP addresses that are assigned to Customers and reserves the right to change or remove them at its sole and absolute discretion. Typically, however, these changes are rare and made only at the request of RIPE & ARIN or an upstream provider. PLEASE NOTE: The allocation of IP addresses is restricted by the policies of RIPE & ARIN. These policies now dictate that name-based hosting MUST be used whenever possible. PWP reserves the right to periodically review IP address usage and revoke authorisation to use those IP addresses not being utilised or where name-based hosting could be used.
  1. If you, the Customer are a person or entity resident in Spain then this agreement will be governed by the law of Spain and you agree that any court action brought under this agreement shall be brought before the courts of Barcelona. If you are resident in any other country than Spain then this Agreement is governed by the law of England, and the Customer agrees that any court action brought under this agreement shall be brought in the jurisdiction of England. If any provision of this agreement is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the provision shall be deemed to be severable from the remaining provisions and shall not affect their validity or enforceability.
  1. 24 hour support (for applicable products) is provided via an on call facility. Normally this facility is available with immediate response but it may be necessary to leave a voicemail message which will receive a response as soon as is physically possible.
  1. We will scan e-mail and attachments passing through our servers for viruses. We will not be liable for direct, special, indirect or consequential damages arising as a result of any virus being passed on.
  1. We normally retain historic backups in a separate physical location from our production hosting servers. Where backup is offered as part of the specification of the hosting package this is the backup service provided. If you require restoration from backups or disaster recovery testing (recommended) this is charged at our prevailing hourly rates. For your own peace of mind you should retain an independent copy of all data stored on your server or in your hosting account. Guaranteed backups are not included as standard with any hosting package.
  1. Any work required of PWP under European General Data Protection Regulations (GDPR) or related European legislation or national legislation in Spain or United Kingdom, whether pursuant to a service delivery contract or not will be chargeable to our client who is responsible for the data at standard hourly rates unless explicitly stated otherwise.
  1. We may change our prices from time to time for reasons such as inflation, exchange rate variations, market conditions, improvements to the service etc.
    We will advise you in writing in good time of any price changes and price changes will never apply until renewal is due.

Special notes for Search Engine Optimisation products

  1. All products are for a minimum of 1 month or 1 execution cycle except for SERA-DIY-50 which is for a minimum of 3 months
  2. All products are stand alone except the SERA-SERP range which require SERA-SERP-LABOUR as explained.
  3. Within SERA we can store daily data for the most recent 90 days. Up to 270 days we store weekly data, after that we store monthly data. Beyond 5 years we store quarterly data.
  1. All the content of this website, and all other websites where the domain is registered to Profitable Web Projects SL: industrial designs, designs, text, photographs, graphics, videos, sounds, musical works, works of authorship, logos, icons, software and any other materials are protected around the world by the industrial property and intellectual rights of PROFITABLE WEB PROJECTS, S.L. or are used under licence. Their use and/or reproduction are therefore prohibited without the express consent of the Company. All rights reserved.
  1. Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical and financial information it obtains from the other party (as “Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.

    To the extent You have negotiated pricing with Us, such pricing is Our Confidential Information. .

    Except as expressly authorized herein, the Receiving Party will (a) hold in confidence (using reasonable methods or protection) and (b) not use any Confidential Information except in furtherance of this Agreement. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become generally available to the public through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). .

    The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy. Therefore, upon any such disclosure, the Disclosing Party shall be entitled to apply for injunctive relief or claim damages in the event of a breach, in addition to any other available remedies..

    No right or license is granted by the Disclosing Party to the Receiving Party and the information remains the property of the Disclosing Party at all times. Both parties further agree that they will not themselves or through any subsidiary or agent, use, sell, license, sub-license, create, develop or otherwise deal in any Confidential Information supplied to them by the other party..

    On the request of the Disclosing Party, the Receiving Party shall immediately return all documents containing CONFIDENTIAL INFORMATION which are in the possession of the Receiving Party including written notes, photographs, memoranda, computer files etc.. CONFIDENTIAL INFORMATION on Electronic storage media in the posession or control of the Receiving Party must be securely deleted and confirmation of such action shall be made in writing to the Disclosing Party..

    Both parties hereby undertake to the other to make all relevant employees, agents and sub-contractors aware of the confidentiality of information and the provisions of this clause and to take all such steps as shall from time to time be necessary to ensure compliance by those people with these provisions. Both parties will be held responsible for any breach of these terms by any employees, agents and sub-contractors and it is expected that both parties have agreements in place with any other third-parties that binds their agreement to the terms of this clause before sharing confidential information with said parties..

    This clause remains in force whenever Confidential Information received pursuant to this agreement is in the possession or control of the Receiving Party or it´s representatives even if the agreement itself has been terminated. This clause can only be terminated by either the confidential information entering the public domain (other than by a breach of this agreement) or by formal written notice from the Disclosing Party to the Receiving Party or by the confirmed and actual destruction and/or return of all Confidential Information by the Receiving Party.

Last update August 2018