Introduction
We have written these terms in plain English wherever we can. A small amount of standard legal wording is necessary in places, but we have kept it to a minimum.
“We”, “us”, “our” and “the Company” mean OK Software Holdings Limited (trading as ThriveHub), a company registered in England and Wales with company number 13775431 and registered office at 23 Luxus House, Forge Lane, Moorlands Trading Estate, Saltash, Cornwall, PL12 6LX, United Kingdom. “You”, “your”, “Customer” or “Client” means the business or organisation named in your proposal.
Our services are provided to businesses, charities and other organisations, and not to consumers. By accepting these terms, you confirm that you are acting in the course of your business or organisation.
Fees and VAT
All fees are exclusive of VAT, which will be charged where applicable.
We may change the fees for our Website Management Service by giving you at least 30 days’ written notice. If you do not wish to continue at the new price, you may cancel before the change takes effect.
Current Hourly Rate
Throughout these terms we refer to our current hourly rate. This is the hourly rate in place at the time a service is requested, not at the time these terms are accepted. We will provide our current hourly rate on request, and we will confirm it before starting any billable work.
Availability and Communication
We are available by email and phone Monday to Thursday from 8:00am to 5:00pm, and on Fridays from 8:00am to 12:00pm (UK time). Our normal response time is one business day, although this may vary. We do not work at weekends or on UK bank holidays. Clients with an active Website Management Service receive priority response times.
Office phone and email are the accepted ways of communicating with us about your website. We do not take requests by mobile phone, text message, social media or instant messaging (such as Facebook Messenger or WhatsApp), because we cannot track these requests as a team.
Website Hosting
Our Website Management Service includes website hosting with a third-party hosting provider that we select (currently Cloudways). We may change hosting provider at any time, provided the level of service is not materially reduced.
If you choose not to host your website with us, we cannot be responsible for the speed of your website, the performance of its features, its security certificates, its uptime, or any other hosting-related matter. Fixing problems related to hosting, or delays caused by hosting, on a server other than our own is billable at our current hourly rate.
Service Availability
We use commercially reasonable efforts to make websites we host available 99.5% of the time in each calendar month.
A website is “unavailable” when it does not respond, or returns a server error to valid requests, for more than 60 consecutive seconds. The following do not count as unavailability:
- scheduled maintenance announced at least 2 days in advance and not exceeding one hour in any month (usually carried out in off-peak hours, early in the morning);
- local, regional, national or international internet outages;
- distributed denial-of-service (DDoS) attacks;
- failures of services outside our control, such as your domain registrar, DNS provider or content delivery network;
- anything caused by you, your users or a third party acting for you.
If availability falls below 99.5% in a month, you will be eligible for a credit against future fees. The credit is calculated as a percentage of that month’s Website Management fee, equal to the number of minutes of unavailability divided by the total number of minutes in the month. Credits are capped at 100% of that month’s fee and are your only remedy for unavailability.
You must request a service credit within 7 days of the unavailability occurring.
Website Management Service
Our Website Management Service includes website hosting, software updates, backups and security.
- Website security: we harden your WordPress installation to make it more resistant to attack, and use industry-leading security software that guards your website against hacking attempts at several levels.
- Website backups: your website’s files and database are backed up automatically each day. Backups are stored separately from your website’s server, and we typically keep the most recent 30 backups.
- Software updates: at least once a week, we will apply available updates to WordPress core, your theme and your plugins (the items shown in the “Updates” area of your WordPress dashboard). We may hold back an update where we judge it likely to cause problems. We also monitor WordPress security news and apply updates more often during periods of heightened threat.
No website can be guaranteed never to be hacked, but these measures make your website a much harder target. Hackers tend to go after easier targets first: websites without security measures in place.
Hacks and Restoring Backups
If your website is hacked, we will restore it to its pre-hack condition at no extra cost, either by restoring a backup or by cleaning the malware, at our choice. There is no limit to the number of hack-related restorations we will carry out, except as set out below.
Hack-related work is billable at our current hourly rate where the hack results from:
- login details belonging to you or your users being compromised, shared or reused;
- premium themes or plugins you have chosen not to license, or updates you have asked us not to apply;
- code, plugins or changes added by you or a third party without our agreement.
If your website stops working because of an error by you or your users, we will restore a backup up to 2 times in any 30-day period at no extra cost. Further restorations due to user error are billable at our current hourly rate, with a one-hour minimum.
Premium (Paid) Themes and Plugins
- Many websites use themes or plugins that need a recurring licence to receive updates. We hold licences for many of these.
- Where we hold a suitable licence for a theme or plugin your website uses, the licence cost is included in your Website Management Service for as long as you remain an active subscriber. These licences belong to us and are not transferred to you. They end when your Website Management Service ends.
- Where we do not hold a suitable licence, you are responsible for buying and maintaining it so that updates remain available.
- We will tell you which themes and plugins you need to license yourself, and help you obtain them if needed.
We are not liable for problems, including but not limited to hacks, failures or incompatibilities, that arise from premium themes or plugins that you choose not to license and that are out of date.
Plugin Compatibility
If a plugin update causes conflicts or affects how your website works, we will discuss the best course of action with you. Usually, we will remove the plugin and replace it with a similar plugin or custom code. Up to 3 hours per incident are included in your Website Management Service. Time beyond that is billable at our current hourly rate.
It is your responsibility to tell us if your website is having problems and needs attention.
If you choose not to buy our Website Management Service, you are fully responsible for backing up your website and keeping WordPress, its themes and its plugins updated.
Your Responsibilities in Website Security
One of the most common ways hackers gain access to websites is through malicious software, such as keyloggers, on the computers of people who log in. You agree to protect every device used to log in to your website by:
- installing and maintaining up-to-date security software;
- using the latest version of your preferred web browser;
- keeping the operating system updated with recommended patches;
- keeping other installed software up to date.
You also agree that you and your users will:
- use a strong password (as shown by the WordPress password strength indicator) that is used only on your website;
- use two-factor authentication where we have enabled it;
- not share login details, and give each person their own account;
- tell us promptly when someone with access to your website leaves your organisation, so their access can be removed.
We recommend using a password manager so that you have a strong, unique password for every site you use.
Third-Party Services
From time to time, you may engage a third party (for example a search engine optimisation specialist, social media professional or content writer) whose work involves changes to your website. We are not responsible for the work of third parties. Our Website Management Service does not cover work needed because of anything done by a third party. Any such work is billable at our current hourly rate.
Email Deliverability
Your website sends automatic emails when certain things happen, such as a contact form being completed, a product being sold or a password being reset. Email providers such as Google, Microsoft and Yahoo sometimes mark these emails as spam or do not deliver them at all.
Because we cannot control whether emails are received, we are not responsible for emails that are not delivered for any reason. It is your responsibility to check your spam folders, and your website’s form and order records, regularly for notifications that did not reach your inbox.
Email Service
We do not provide or support email services. We recommend speaking to an IT professional about services such as Google Workspace or Microsoft 365.
Domain Names
You are responsible for registering your website’s domain name and paying its renewal fees. We can help you register the domain and connect it to your website if you wish. You can register your domain for several years at once or renew it each year.
It is your responsibility to keep the payment details held by your domain registrar up to date. We are not responsible for the suspension or loss of a domain name because a payment failed, or for any other reason. Work needed because a domain has expired is billable at our current hourly rate.
Accessibility and Compliance
If the law requires your website to be accessible to people with disabilities (for example under the Equality Act 2010 or, for public sector bodies, the Public Sector Bodies Accessibility Regulations 2018), or if you would like it to be, you must tell us. Where we agree to work to an accessibility standard, it will be WCAG 2.2 level AA unless agreed otherwise.
If your website or its data must meet any other compliance requirements (for example UK GDPR, the Privacy and Electronic Communications Regulations, or PCI DSS for card payments), you must tell us which requirements apply.
We do not guarantee that your website meets any accessibility or other compliance requirement unless we have specifically agreed to this in writing.
Data Protection
Your website may collect personal data, such as form submissions, orders and user accounts. For this data, you are the controller and we are the processor, as defined in the UK GDPR and the Data Protection Act 2018. You are responsible for having a lawful basis for collecting the data and for providing a suitable privacy notice on your website.
When we process personal data on your behalf, we will:
- process it only to provide our services and on your documented instructions, unless the law requires otherwise;
- make sure anyone who processes it is bound by a duty of confidentiality;
- take appropriate technical and organisational measures to keep it secure;
- only use sub-processors under written terms that protect the data to the same standard. You authorise our current sub-processors (our hosting provider, backup storage provider and security software provider). We will tell you of any intended change, and you may object on reasonable grounds;
- only transfer the data outside the UK where appropriate safeguards are in place, as required by UK data protection law;
- help you, where reasonably possible, to respond to requests from individuals exercising their data protection rights, and to meet your obligations on security, breach notification and data protection impact assessments. This help may be billable at our current hourly rate;
- tell you without undue delay after becoming aware of a personal data breach affecting your website;
- at the end of our services, delete the personal data (including backups) or return it to you, as described under “When the Service Ends”, unless the law requires us to keep it;
- make available the information reasonably needed to show that we meet these obligations, and allow reasonable audits on reasonable notice and at your cost.
Confidentiality
Each of us will keep confidential any non-public information received from the other about their business, customers or systems, and use it only to carry out this agreement. This does not apply to information that is already public, that was lawfully received from someone else, or that must be disclosed by law.
Ownership and Access
You own your website’s content, and the design and files created for you once they have been paid for in full, apart from third-party software (such as WordPress, themes and plugins), which remains subject to its own licence. You may ask us for administrator access to your website at any time.
Payment for Website Management Services
Payment for the Website Management Service is due on the first day of the period (monthly, quarterly or annually) in which the service will be provided. Where possible, payments should be made by recurring billing through GoCardless or Stripe.
Late Payment
All invoices for hosting, security, maintenance or any other work on your website are payable on receipt.
If an invoice is unpaid more than 30 days after it was sent, we may suspend your website from public view until all outstanding amounts are paid. We will give you at least 7 days’ written notice before doing so.
We may charge interest and compensation on late payments under the Late Payment of Commercial Debts (Interest) Act 1998. You agree to pay our reasonable costs of recovering unpaid amounts, including reasonable legal fees.
Cancellation
You may cancel the Website Management Service by giving us 30 days’ written notice. Where you have paid for a quarterly or annual period, the service will continue to the end of that period. We do not offer refunds on the Website Management Service, except as set out below.
We may refuse, restrict or end our services to any client. If we end the service when you are not at fault, we will give you at least 30 days’ written notice and refund any fees you have paid for the period after the service ends.
We may suspend or end the service immediately if you fail to pay, if you seriously breach these terms, or if your website is used for unlawful or abusive purposes or poses a security risk to our servers or other clients.
When the Service Ends
If you stop using our Website Management Service, you become fully responsible for backing up, securing and updating every part of your website.
If you want to move your website to another host, we will, at your choice:
- give you an administrator login to your WordPress website so that you can create a backup and move it yourself; or
- provide a backup made with an industry-standard WordPress backup tool, for a fee of £100; or
- move the website for you, billed at our current hourly rate.
We will delete your website and its backups from our systems within 30 days after the service ends, unless the law requires us to keep them.
Disclosure to Authorities
We will disclose information about our clients to law enforcement or regulatory authorities where we are required by law to do so, or in response to a lawful request. Where the law allows, we will tell you about the request.
Indemnity
You agree to compensate the Company, and its employees, contractors and agents, for any losses, claims, damages, liabilities, penalties and reasonable costs (including reasonable legal fees) that arise from:
- your breach of these terms;
- content, materials or instructions you supply, including any claim that they infringe another person’s trademark, copyright or other intellectual property rights;
- the actions of your users or of any third party you engage to work on your website;
- your use of our services in breach of the law.
Warranties
We will carry out our work with reasonable care and skill, in line with good industry practice and to the standard expected of a suitably qualified and experienced provider. We cannot guarantee that our work, or your website, will be error-free or uninterrupted.
Apart from what is set out in these terms, all warranties and conditions, whether express or implied by statute, common law or otherwise (including those of satisfactory quality and fitness for a particular purpose), are excluded to the fullest extent the law allows.
We are not liable for loss or damage caused by a distributed denial-of-service attack, viruses or other harmful technology that may affect server equipment, software, data or other material.
Limitation of Liability
Nothing in this agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.
Subject to that:
- we will not be liable for any indirect or consequential loss, or for any loss of profits, revenue, business, anticipated savings, goodwill or data, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise;
- our total liability arising out of or in connection with this agreement will not exceed the total fees you have paid us in the 12 months before the event giving rise to the claim.
Events Outside Our Control
Neither of us will be liable for any delay or failure to meet our obligations caused by events outside our reasonable control, such as failures of hosting or internet infrastructure, cyber attacks, power cuts, natural disasters, pandemics, industrial action or acts of government. If such an event lasts for more than 30 days, either of us may end this agreement with written notice.
Disputes and Governing Law
This agreement, and any proposals or statements of work under it, is governed by the laws of England and Wales.
If a dispute arises, we will first try to resolve it in good faith through discussion. If that fails, the dispute will be referred to mediation with a mediator we agree together, and we will share the mediator’s costs equally. Unless we agree otherwise, the mediation will take place in Kent.
If the dispute is not resolved within 60 days of being referred to mediation, either of us may take it to court. The courts of England and Wales have exclusive jurisdiction.
Nothing in this section prevents either of us from seeking urgent injunctive relief from a court, or prevents us from taking proceedings to recover undisputed amounts that are owed to us.
Notices
Formal notices under this agreement (such as notice of cancellation) must be in writing and sent by email to the main contact address each of us has given the other. A notice sent by email is treated as received on the next business day.
Assignment and Subcontracting
Neither of us may transfer this agreement to anyone else without the other’s written consent, which will not be unreasonably withheld. However, either of us may transfer it as part of a sale or reorganisation of our business, by giving written notice. We may use subcontractors and third-party providers to deliver our services, but we remain responsible for the services we provide under this agreement.
Third-Party Rights
A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
Severability
If any part of this agreement is found to be invalid or unenforceable, it will be changed to the minimum extent needed to make it valid and enforceable, and the rest of the agreement will remain in full force.
Headings
The headings in this agreement are for convenience only and do not affect its meaning.
Entire Agreement and Changes
This agreement, together with any accepted proposals or statements of work, is the entire agreement between us about its subject matter. It replaces any earlier agreements, arrangements or understandings, whether written or oral.
Apart from changes to fees and the hourly rate made as described in these terms, this agreement may only be changed in writing agreed by both of us, including by email or by accepting an updated online proposal.
Agreement
These terms form part of every proposal we send you that includes our Website Management Service. By accepting that proposal, you confirm that you have read, understood and agree to these terms.