General Terms of Service

1. Our Agreement

1.1. Welcome to Vertopia: This document is our General Terms of Service. It’s a legally binding agreement between you (“Client,” “you”) and Vertopia (“we,” “us”). It covers all the services we provide, from websites and hosting to maintenance (“Services”).

1.2. The Whole Picture: This document, along with our Privacy Policy, Acceptable Use Policy (AUP), and any terms for specific services you use (like Hosting or WP Care), all form our complete agreement (“Agreement”). By using our Services, you’re confirming you’ve read, understood, and agree to these terms and the applicable service terms.

1.3. Which Terms Apply: These general terms apply to everything. If a service-specific document says something different, that specific term will apply for that service.

1.4. Who Can Use Our Services: You must be at least 18 years old and have the legal authority to enter into contracts to use our Services.

1.5. Changes to These Terms: We may update this Agreement from time to time. When we do, we’ll change the “Last Updated” date. We encourage you to check back regularly. Continuing to use our Services after an update means you accept the new terms.

2. Our Financial Agreement

2.1. Fees and Payment: You agree to pay for the Services you order at the agreed-upon price. Unless we state otherwise, all payments are final and non-refundable.

2.2. Billing: Subscription services are billed in advance (e.g., monthly). Project work is billed according to the schedule in our proposal.

2.3. Keeping Your Payment Info Current: You agree to provide and maintain a valid payment method. You authorize us to charge this method for all fees you incur.

2.4. Late Payments: If a payment is overdue, we may need to suspend your Services until the balance is settled. Overdue invoices may also accrue interest at the maximum rate allowed by law.

2.5. Price Adjustments: We reserve the right to change our prices. For subscriptions, we’ll always give you at least 30 days’ notice before any price change affects you.

2.6. Taxes: Unless stated, our fees don’t include taxes like VAT. You are responsible for paying any applicable taxes.

2.7. Project Deposits: For project-based work, we require a deposit to schedule the work and book our team’s time. Work cannot begin until this deposit is received.

2.8. Milestone Payments: On larger projects, we may agree on milestone payments. To keep the project on track, we reserve the right to pause work if a milestone payment is missed.

2.9. Final Payment and Ownership: Before we hand over the final files or launch your project, the final payment must be settled. We retain full ownership of all work until the final invoice is paid. Once fully paid, ownership and intellectual property rights for the final deliverable officially transfer to you.

3. Our Project Process

3.1. Defining the Scope: Every project starts with a clear proposal or quote that details exactly what we’ll deliver. Any work requested beyond this scope is considered an extra and will be quoted separately. This helps keep the project on budget and on schedule.

3.2. Revisions: Our proposals include a set number of revision rounds to refine the work. Additional revisions beyond what’s agreed upon will be billed at our standard hourly rate.

3.3. Project Acceptance: Once we present the final work, you’ll have five (5) business days to review it. If we don’t hear back, the project may be considered complete and accepted.

3.4. 30-Day Warranty: We stand by our work. For 30 days after a project is accepted, we’ll fix any bugs or defects that were part of the original scope, free of charge. This warranty doesn’t cover issues caused by you, third-party software, or moving the project to another host.

4. Term and Termination

4.1. How Long This Agreement Lasts: This Agreement is in effect for as long as you use our Services.

4.2. Ending the Service (Your Choice): You can stop using our subscription Services at any time by giving us written notice. The cancellation will take effect at the end of your current billing period.

4.3. Ending the Service (Our Choice): We reserve the right to suspend or terminate Services if you breach this Agreement.

4.4. What Happens After Termination: Once terminated, your right to use the Services ends. Certain parts of this agreement will naturally continue to apply, like our limitation of liability and your indemnification obligations.

5. Our Commitment and Limitation of Liability

5.1. “As Is” Service: We provide our Services with skill and care, but they are provided “as is.” This means we can’t guarantee they will be uninterrupted or completely error-free.

5.2. No Guaranteed Outcomes: For services like SEO or Digital Marketing, we promise to apply our expertise to work towards your goals. However, we cannot guarantee specific results like search rankings or sales figures, as these are influenced by many factors beyond our control.

5.3. Third-Party Services: Our work often relies on third-party services (like payment gateways or APIs). We are not responsible for their performance or availability.

5.4. Hosting Environment: We design and build our websites to perform optimally on our recommended hosting. We can’t guarantee performance or security if you move a site to a different hosting provider.

5.5. Limitation of Liability: To the fullest extent permitted by law, Vertopia is not liable for any indirect, incidental, or consequential damages (like loss of profit or data) that result from your use of our Services.

5.6. Our Maximum Responsibility: In any event, our total financial liability to you for any claim will not exceed the amount you paid us for that specific Service in the six months before the claim arose.

5.7. Your Responsibility to Us (Indemnification): You agree to indemnify and hold harmless Vertopia from any claims or legal costs that arise from your use of the Services or from content you provide that violates the law or this Agreement.

6. Confidentiality

6.1. We both agree to protect any confidential information we share with each other and to use it only for the purpose of working together.

7. Intellectual Property

7.1. Our Property: We own our pre-existing code, tools, and materials.

7.2. Your Property: You own the content you provide to us (“Client Content”). You give us the right to use it to perform the Services for you.

7.3. Our Portfolio: We’re proud of our work. You grant us the right to display the completed project in our portfolio and marketing materials. We’ll always be respectful and can agree on what to show.

8. Governing Law and Jurisdiction

8.1. Governing Law: This Agreement is governed by the laws of the Republic of South Africa.

8.2. Where Disputes Are Handled: To ensure consistency, we agree that any legal dispute will be handled exclusively by the courts located in Mossel Bay, Western Cape, South Africa.

9. Your Responsibilities as a Client

9.1. Access and Information: You agree to provide timely access to anything we need to do our work (like account logins or content).

9.2. Content: You are responsible for providing final, proofread content in a timely manner. Delays here can cause project delays.

9.3. Content Legality: You warrant that you have the legal right to use all content you provide. You agree to indemnify us against any copyright claims related to your content.

9.4. Third-Party Licenses: You are responsible for keeping any licenses for third-party themes, plugins, or images up to date.

10. Support

10.1. How to Reach Us: The best way to get support is through our official client portal or website contact form.

10.2. Our Hours: Our team is available from 09:00 to 16:00 SAST, Monday to Friday, excluding public holidays.

10.3. Our Response: We aim to respond to all queries within one business day. Critical issues, like a website being down, are always our top priority.

11. Data Protection

11.1. You are the “Data Controller” for your website’s data and are responsible for complying with privacy laws like POPIA. We act as a “Data Processor,” handling your data only as needed to provide our Services.

12. Other Legal Details

12.1. Force Majeure: Neither of us is responsible for delays caused by events outside our reasonable control (like natural disasters or national emergencies).

12.2. Severability: If a court finds any part of this Agreement unenforceable, the rest of it still applies.

12.3. Assignment: You cannot transfer your rights or obligations under this Agreement to someone else without our written permission.

12.4. No Waiver: If we don’t enforce a part of this Agreement at one time, it doesn’t mean we waive our right to enforce it later.