Terms and conditions

Agreement: By clicking through these terms, or signing the Order to which they are attached, you are entering into an agreement with WP Engine to provide the Services described in an Order. Together, the Terms of Service, Order, and all other referenced terms, exhibits, policies, or addenda may be referred to as the “Agreement.” The Agreement sets forth the exclusive terms and conditions between the Parties and supersedes all previous proposals, agreements, negotiations, and other written or oral communications between the Parties with respect to the Services provided hereunder.

Terms addressing specific products or features may not apply to you if you haven't purchased those products or features.If there is a conflict between the terms of the Agreement, the terms shall govern according to the following order of precedence: 1) the Order, 2) the Terms of Service, and 3) any terms incorporated by reference by either of the above. The substantive terms contained in your purchase order, order confirmation, notice of receipt, vendor registration portal, or any other transactional document, form, or notice provided by you shall be void and without effect, even where your customary business practices require a showing of assent to such terms by us such as by signature or reference in an invoice.

Services:  We will provide the Services to you in accordance with the terms of the Agreement. We will support you through the standard means we make available to our customers generally (e.g. knowledgebase, forums, chat, ticket). We guarantee the uptime of your websites or applications hosted on our Platforms in accordance with the SLA. 

You acknowledge that we may engage third parties to provide or enable elements of the Services, provided that we are responsible to you for the performance of such third parties as if we performed the Services ourselves. From time to time, we may provide replacements for certain components of the Services or cease supporting them altogether. No such replacement or end of life shall constitute a breach of the Agreement.

Software: We may provide you with access to our Software: (i) as part of the Platform; (ii) in the User Portal; (iii) by direct download from our websites or the websites of any of our affiliates; (iv) through open source software repositories such as GitHub; and (v) through various third-party marketplaces, including those used to install themes and plugins.Notwithstanding the generality of Section 8(b) below, we provide you with a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable right to access and use the Software solely for the intended purpose in accordance with the Agreement, and no other right or license is granted by implication or otherwise. Your rights to use the Software may be terminated at any time if you breach the applicable license terms and upon such termination, you shall have no right to the Software, you must immediately cease use of the Software and destroy all copies in your possession. 

Customer Obligations and Restrictions: If applicable, you will have the ability to designate Authorized Users of the Services through the User Portal. Authorized Users make seek support on your behalf and make changes to your account.

You are responsible for managing your Authorized Users and keeping them up-to-date. We will only provide support, assistance, and information to your Authorized Users, and all Authorized Users should have a basic understanding of the systems and technology related to the Services.

You are fully responsible for the actions and omissions of your Authorized Users, and for their compliance with the Agreement, and for all costs, overages, or other liabilities incurred through your account. An Authorized User may make changes to the account and Services, within the scope of permissions you grant to them, and you agree to pay any fees associated with such changes. 

You shall use the Services solely for the intended purpose in accordance with the Agreement, including the AUP, and provide us with all information, assistance, and materials reasonably required for our ongoing provision of the Services. You shall promptly notify us in the event that you become aware of any violation of the terms of the Agreement or any unauthorized use of the accounts of you or your Authorized Users. 

Fees; Invoicing: You agree to pay the fees beginning on the date your Order is placed and according to the payment terms set out in the Order. If no payment terms are specified, fees shall be due in full in advance, except for usage or overage fees which are invoiced monthly in arrears. If the Order sets any limit on your use of Services (such as number of visitors) and that limit is exceeded, you will be responsible for the applicable overages. You agree to pay any applicable taxes (excluding taxes on our income) which we are required to collect unless you provide us with a valid tax exemption certificate.

If you elect to make any payment via wire or credit transfer, then you are responsible for any applicable transfer fees. Any applicable overages, taxes, or transfer fees will be added to the Service fees. Fees applicable to any Renewal Term will be at our then-current rates, provided that we have notified you of any applicable increase prior to the date by which you may opt out of the renewal. Fees are payable in the currency specified in the Order and are not refundable except as expressly stated herein.

You agree to the issue and acceptance of invoices in electronic format. We will invoice you immediately upon execution of the Order and on each renewal date thereafter. Invoices will be sent to you or your designated billing contact at the email address provided by you.

Payments must be made via credit or debit card, unless otherwise stated in the Order. We will charge the provided credit or debit card immediately upon order placement and on each renewal date thereafter, up to one week prior to the due date. We may remove that credit or debt card as a payment method at the request of any individual who is able to provide reasonably satisfactory evidence that they are the named individual on such credit or debit card.It is your responsibility to maintain accurate and up-to-date billing details and ensure the fees are paid by the due date.

If you fail to maintain accurate and up-to-date billing details, your account may be suspended until such details are provided. If you are overdue on any fees, we may: (i) charge a late fee on the unpaid balance at the lesser of 1.5% per month or the maximum lawful rate permitted by applicable law, (ii) suspend provision of the Services, and (iii) terminate the Agreement in accordance with Section 7(c) below. You will be responsible for any charges associated with our collection efforts related to unpaid fees

FTerm; Termination: The Agreement is effective upon your acceptance and runs through the Initial Term. In order to prevent unintended Service interruptions, it will automatically renew for successive Renewal Terms each equal to the immediately preceding term unless a Party provides notification of its intent not to renew no later than 30 days prior to the expiration of the active term.

You may only terminate or downgrade an Order prior to the end of the active term if we materially breach the Agreement and fail to cure such breach within 30 days of your notice to us. Notwithstanding the above, in the event of your early termination for anything other than our material breach all remaining fees payable under the Agreement will immediately become due.

We may suspend the Services or terminate the Agreement at any time: (i) if you materially breach the Agreement and fail to cure such breach within 10 days of our notice to you; (ii) if we reasonably believe that your use of the Services endangers or negatively affects our network or systems, violates the law, or interferes with our ability to provide services to our other customers; (iii) if you abuse, harass, or threaten any of our employees; (iv) if we provide you with at least 30 days’ notice; or (v) for any other cause stated herein.

If we terminate for convenience, we will provide you with a prorated refund of any unused fees paid annually in advance for Services beyond the date of termination and adjusted for any amounts which you may owe.To the extent you use Services through the Platform, once your account has been terminated, you will no longer be able to access those Services or the User Portal. We will not be able to assist you with any site migration tasks, and it is your responsibility to maintain offline backups of your site at all times. 

Proprietary Rights: Customer Content is and remains your exclusive property, and we claim no rights whatsoever in the Customer Content except to the extent explicitly granted herein. For the Term of the Agreement, you hereby grant to us, our affiliates, providers of Third-Party Services, and subcontractors a non-exclusive, fully-paid, royalty-free, fully sub-licensable, transferable, worldwide license to use, modify, publicly perform, publicly display, reproduce, prepare derivative works of, and distribute the Customer Content (in whole or in part) solely and strictly to the extent required to provide or improve the Services to you under the terms of the Agreement.

We and our licensors own and shall continue to own all right, title, and interest in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g. performance data), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant any other licenses, express or implied, to any of our intellectual property including software, services, or products.

You or your Authorized Users may provide feedback from time to time about the Services. If you or your Authorized Users provide feedback, you agree that such feedback is provided freely. Except to the limited extent such feedback contains any of your Confidential Information, we are free to use and disclose such feedback for any purpose without an accounting to you or any other person, and we shall own all right, title, and interest in and to such feedback along with any changes, modifications, or upgrades we make to our current products or services and any new products or services that we develop using the feedback you or your Authorized Users provide.

Confidentiality. Each Party agrees to preserve the confidential nature of the other Party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with the Agreement, and by using the same degree of protection that it uses to protect its own similar confidential information, which in no event shall be less than reasonable care. Notwithstanding the foregoing, either Party may disclose the other Party’s Confidential Information to the limited extent such disclosure is required by law, legal process, or court order, including any requirement under applicable data privacy regulations that a notice of data breach be given to a supervisory authority or regulatory agency. Information disclosed for these reasons will not cease to be Confidential Information.

To the extent practicable, a Party will provide prompt notice of any such required disclosure and shall cooperate with all reasonable efforts by the disclosing Party to minimize or exclude the Confidential Information from such disclosure. Upon termination or expiration of the Agreement for any reason, any license granted herein to use the Confidential Information shall terminate immediately, and each Party will either return or destroy any Confidential Information in its possession which belongs to the other Party, or it shall continue to protect the Confidential Information in accordance with the Agreement for as long as it is retained as part of that Party’s customary business practices. Notwithstanding any other terms to the contrary herein, each Party will have the right to seek an injunction in any court of competent jurisdiction to prevent a breach or threatened breach of this Section.

Security; Data Privacy: We will maintain technical and operational measures designed to protect our internal networks from malicious activity and provide for the security and integrity thereof. You acknowledge that we are not responsible for any loss or harm suffered by you resulting from a security incident. You are responsible for determining whether the Services meet applicable regulatory standards and otherwise comply with your own security requirements. You agree to configure your use of the Services in such a way as to maintain the security of the Services and our network (e.g. by only uploading software that has been demonstrated to be secure, installing patches, and not sharing passwords).

Should we determine that our network has been accessed in an unauthorized manner, and that unauthorized access impacts your Services, we agree to notify you as soon as reasonably practicable after we have investigated the unauthorized access and fulfilled our legal obligations. Likewise, you agree to notify us should you identify unauthorized access to the Services.To the extent a Party processes personal data (as defined by the data protection laws in any applicable jurisdiction) on behalf of the other, both Parties will comply with the terms and their respective obligations as outlined in the Privacy Policy and DPA for the duration of such processing.