WP Panel – Terms and Conditions

These Terms and Conditions apply to the provision of all Services by us, OneFourSix Ltd trading as WP Panel, a company registered in England and Wales under number 07807764 whose registered address is 10 Brookfield Duncan Close, Moulton Park, Northampton, Northamptonshire, NN3 6WL (“the Agency”).

  1. Definitions and Interpretation:
    • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Client” means you, the individual, firm or corporate body purchasing the Services.  Where an individual is entering into this Contract on behalf of a business, the individual confirms they have the authority to do so and to contractually bind that business and the business shall be the Client in the context of this Contract;

“Contract” means the contract formed as detailed in clause 2, which includes the acceptance of these Terms and Conditions; and

“Services” means the WP Panel plug in provided by us to you.

  • Unless the context otherwise requires, each reference in these Terms and Conditions to:
    • “we”, “us”, “our” is a reference to the Agency and includes our employees and agents;
    • “you” and “your” is a reference to the Client and includes your employees and agents;
    • “writing” and “written” includes emails and similar transmissions;
    • a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
    • “these Terms and Conditions” is a reference to these Terms and Conditions as may be amended or supplemented at the relevant time;
    • a clause is a reference to a clause of these Terms and Conditions;
    • a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
  • The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation. Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender.  References to persons shall include corporations.
  • No terms or conditions stipulated or referred to by you in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless agreed by us in writing.
  1. Access to and Use of Our Website should this be “access to our plugin/product/service
    • Access to our Website is free of charge. It is your responsibility to make any and all arrangements necessary in order to access our Website. Not sure this makes sense. Access to any website is free. Access to our product is paid for as per the price. Surely this is what we should focus on
    • Access to our Website is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue our Website (or any part of it) at any time and without notice.  We will not be liable to you in any way if our Website (or any part of it) is unavailable at any time and for any period. Is this relevant or does it need to be reworded around the plugin?
  2. The Contract
    • These Terms and Conditions govern the sale of WP Panel and will form the basis of the Contract between you and us. If you wish to place an Order with us, our Website will guide you through the ordering process.  Before submitting your Order to us, you will be given the opportunity to review and amend it.  Please ensure that you have checked your Order, that you have chosen the correct licence for your needs and that you have read these Terms and Conditions carefully before submitting it.  If you are unsure about any part of these Terms and Conditions, please ask us for clarification.
    • No part of our Website constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that we may, at our sole discretion, accept.  Our acceptance is indicated by us sending you an Order Confirmation by email.  Only once we have sent you an Order Confirmation will there be a legally binding Contract between you and us. 
    • You will then have access to a zip file and licence code that you must activate in WordPress.
    • Whilst we use all reasonable endeavours to test WP Panel, it is recommended that prior to activating it on a live site you should try a test server or a staging site.
    • The licence granted under these Terms and Conditions shall commence on the date of the Clients first access to the plug-in.
    • Once the Contract is formed, and provided payment is made in accordance with clause 4, we will immediately grant you a non-exclusive, non-transferrable licence to use the plug-in, solely for your own internal business operations, within the bounds of these Terms and Conditions.
  3. The Services
    • We will use our best endeavours to ensure the Services are uninterrupted, and we shall monitor for downtime and endeavour to resolve issues as soon as reasonable possible upon becoming aware of such issues. However, we will be under no liability to refund the fees for any period of downtime encountered.
    • In addition, we cannot be held responsible for events that occur outside our control, including, but not limited to, website breakages, loss of data and hacking. You are responsible for keeping your own passwords secure, adequately strong and for backing up any images and data you have added to your website.
    • Should you change your hosting provider, you must deactivate the plug-in and remove the licence before doing so.
    • We will make all reasonable efforts to respond to support requests within 5 working days, but time will not be of the essence in the performance of these obligations. The initial response to such a request will be by telephone or remotely.
    • We reserve the right to carry out maintenance at such times as may be necessary at our discretion but will endeavour to give you advance notice where possible.
    • All proprietary rights in the plug-in remain with us. You shall not:
      • attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, transmit, or distribute all or any portion of the plug-in in any form or media or by any means;
      • attempt to reverse compile, disassemble, or reverse engineer all or any part of the plug-in;
      • access all or any part of the plug-in in order to build a product or service which competes with the plug-in;
      • vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the plug-in;
      • sub-license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the plug-in available to any third party unless expressly authorised by us; or
      • attempt to obtain, or assist third parties in obtaining, access to the plug-in other than as provided under this clause 4.
  1. Fees
    • Payment for the Services is due annually in advance, upon receipt of invoice.
    • All invoices are payable within 7 days from the date of invoice, unless otherwise specified. All payments made to us are non-refundable.
    • All sums payable by either Party are exclusive of VAT. All payments shall be made in pounds sterling without any set-off, withholding or deduction except such amount (if any) of tax as you are required to deduct or withhold by law.
    • The time of payment shall be of the essence. If you fail to make any payment by the due date then, without prejudice to any right which we may have under to any statutory provision in force from time to time, we shall have the right to suspend the Services and charge you interest at a rate of 8% per annum above the Bank of England base rate from time to time, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.  Such interest shall be calculated on a daily basis and will accrue after as well as before any judgment.
  2. Variation and Amendments
    • If, due to circumstances beyond our control, we have to make any change in the arrangements relating to the provision of the Services, we will notify you immediately. We will endeavour to keep such changes to a minimum and will seek to offer you arrangements as close to the original as is reasonably possible in the circumstances.
  3. Cancellation and Termination
    • The Services can be cancelled at any time, any payment made is non-refundable except in accordance with clause 8.
    • The Contract will continue on a rolling annual basis, unless either Party gives the other written notice. Such notice must be given before the end of the then-current Term and will be effective only at the end of that Term.
    • We reserve the right to adjust our fees at the end of each 12-month period and will notify you of this in writing prior to the renewal.
    • Any and all obligations of the Parties which either expressly or by their nature continue beyond the termination, cancellation or expiration of this Contract shall survive termination under this clause 7 on a pro-rata basis.
  4. Guarantee
    • We offer a 100% satisfaction guarantee for our Services. We guarantee that if you are unhappy with the plug-in, we will remove the plug-in and refund your money.
    • This guarantee is subject to:
      • payment having been received by us in full in accordance with clause 4;
      • the Client providing written notice to us within 14 days of the plug-in going live that the website is not performing
      • the Client ensuring that no person modifies, adjusts or interferes with the plug-in without our prior approval. Should this occur, any problems encountered as a result will be chargeable; and
      • the Client following all instructions issued by us upon completion of the works, including marketing instructions.
    • We accept no liability in respect of damage due to causes beyond our control including, but not limited to, accident, neglect, misuse, faults or premature deterioration which result from the Client’s failure to comply with our maintenance and marketing instructions.
    • It shall be your responsibility to store and keep secure your original website for the duration of the guarantee period. We shall have no responsibility for restoration of such should you wish to return to your old site.
    • All hosting fees for the duration of the guarantee period shall be non-refundable regardless of whether we take back your site.
  5. Confidentiality: Each Party undertakes that throughout the duration of the Contract, the Parties may disclose certain confidential information to each other.  Both Parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Contract.  Each Party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless authorised by the other Party in writing.
  6. Literature and Representations: Any marketing literature is presented in good faith as a guide to represent the services offered and does not form a part of the Contract. None of our employees or agents are authorised to make any representation concerning the Services unless confirmed by us in writing.  In entering into the Contract, you acknowledge that you do not rely on and waive any claim for breach of any such representations, which are not so confirmed.
  7. Intellectual Property
    • Subject to a written agreement to the contrary, we retain ownership in all intellectual property which may subsist in the provision of the Services. Nothing in the Contractwill vest any ownership rights in you.
    • Provided payment is made in accordance with the terms of payment above, we will grant you a non-exclusive license to use the intellectual property the subject of the Contract, only for the purposes for which we are engaged by you.  The licence will become effective only once the final design has been provided and once we have received all payments under the Contract in full.
    • You may not sub-licence the intellectual property rights without our prior written permission.
    • We reserve the right to take such actions as may be appropriate to restrain or prevent infringement of such intellectual property rights.
    • The licence will apply only to the final design and will not extend to any draft concepts, images, designs or other material viewed by you. These cannot be used without our express permission.  We reserve the right to reuse these designs at our discretion.
    • We reserve the right to use any design created by us in any advertising or promotional material, publications, print, or any other purpose required by us.
    • Any licence granted shall be automatically revoked if you breach any of these Terms and Conditions or if the Contract is cancelled or terminated in accordance with clause 8.
    • You warrant that any image, logo, document or instruction given to us will not cause us to infringe any advertising codes of conduct or any intellectual property or other legal rights, including any letter patent, registered design or trade mark, in the execution of our Services. You will indemnify us against all loss, damages, costs and expenses awarded against or incurred by us in settlement of any claim for any such infringement, including infringement of stock photography copyright, which results from our use of any information supplied by you.
  8. Data Protection
    • Both parties agree to comply with all applicable data protection legislation including, but not limited to, the General Data Protection Regulation 2016 and any subsequent amendments thereto.
    • If you are providing us with the personal data of any other person, it is your responsibility to obtain the consent of those persons to pass their data to us, as a third party.We will only process, store and hold such data to perform our obligations under the Contract and will not use it for any other purpose.
  9. No employment: Nothing in the Contract will render or be deemed to render us an employee or agent of yours or you an employee or agent of ours. 
  10. Assignment and Sub-Contracting
    • You are not entitled to assign the benefits under the Contract.
    • We may sub-contract the performance of any of our obligations under the Contract without your prior written consent. Where we are sub-contracting the performance of any of our obligations under the Contract to any person, we shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of our own.
  11. Liability and Indemnity
    • Nothing in these Terms and Conditions excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
    • Except as provided in clause 15.1 above, we will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract. All warranties or conditions whether express or implied by law are hereby expressly excluded to the maximum extent permitted by law.
    • In the event of a breach by us of our express obligations under these Terms and Conditions, the remedies of the Client will be limited to damages, which in any event, shall not exceed the fees paid by the Client for the use of the Software in the 12 months preceding the date on which the alleged claim arose.
  12. Restrictive Covenants: Neither we nor the Client will, during the term of the Contract and for a period of 12 months after its expiry or termination, without the other’s prior written consent, appoint in any way or cause to be employed, engaged or appointed an employee, agent, director, consultant or independent contractor of the other.
  13. Force Majeure: Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event beyond the control of the Party in question.
  14. Waiver: No failure or delay by either Party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
  15. Severance: The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Contract, as appropriate).  The remainder of these Terms and Conditions shall be valid and enforceable.
  16. Third Party Rights: No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Contract.
  17. Notices: Notices will be deemed to have been duly received and properly served 24 hours after an email is sent or three working days after the date of posting of any letter.  In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that it was properly addressed to the address provided, stamped and placed in the post and in the case of an email, that it was sent to the specified email address of the addressee.
  18. Law and Jurisdiction
    • These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
    • Any dispute, controversy, proceedings or claim between you and us relating to the Contract or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.