At SMILE, we’re trying to help organisations become more personal, timely and authentic. We do this with products and services that we hope you’ll love using.
About our Terms of Service
These Terms govern your access to and use of wearesmile.com, all subdomains of wearesmile.com, and any website hosted by SMILE or HappyPress, as well as all content and SMILE products and services available at or through these websites (collectively, “Services”) as well as from SMILE. These Terms also govern visitors’ access to and use of any websites that use our Services, such as websites hosted by SMILE that are operated by our users. For some of SMILE’s other products, services, and programs such as Hijack, OnCourse, EduLab, HappyPress, and Ping Pong, additional Terms of Service may apply and will be posted on the respective websites.
Because we host websites for our Clients, you should be aware that our Clients may publish additional Terms of Service on websites and will be posted on the respective websites.
1. Who’s Who
Throughout these Terms, “you” applies to both individuals and entities that access or use our Services. If you are an individual using our Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Agreement and that by using our Service(s), you are accepting the Agreement on behalf of that entity. We refer to We are SMILE Ltd. as “SMILE” or “we” throughout these Terms. Reference to the “Application” means the deliverable of your project: This is usually a website, or a collection of websites. When we refer to the “Client”, or the “Customer”, this is a person, entity, company or organisation that has entered into an agreement with SMILE for Paid Services, Subscriptions or Products. We call our clients customers and/or users the “End-User”.
2. Your Account
You will be solely responsible and liable for any activity that occurs under your account. You are responsible for keeping your account information up-to-date and for keeping your password secure.
You are responsible for maintaining the security of your account and any Service-related website, store, or other content, and you are fully responsible for all activities that occur under your account and any other actions taken in connection with our Services. You shall not share or misuse your access credentials. You must immediately notify us of any unauthorised uses of your account, store, or website, or of any other breach of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
When you create, accept or sign-in to an account hosted by SMILE, or enter into an Agreement for Paid Services with SMILE, we consider that to be an inquiry about our products and services, which means that we may contact you to share more details about what we have to offer. Don’t worry – if you aren’t interested in learning more, you can opt out of the marketing communication, whether it’s an email, phone call, or text message.
3. Minimum Age Requirements
Our Services are not directed to children. Access to and use of our Services is only for those over the age of 13 (or 16 in the European Union). If you are younger than this, you may not register for or use our Services. Any person who registers as a user or provides their personal information to our Services represents that they are 13 years of age or older (or 16 years or older in the European Union).
4. Responsibility of Visitors and Users
We have not reviewed, and cannot review, all of the content (such as, but not limited to, text, photo, video, audio, code, computer software, items for sale, or other materials) posted to our Services by users or anyone else (“Content”) and are not responsible for any use or effects of such Content. So, for example:
- We do not endorse any Content or represent that Content is accurate, useful, or non-harmful. Content could be offensive, indecent, or objectionable; include technical inaccuracies, typographical mistakes, or other errors; or violate or infringe the privacy, publicity rights, intellectual property rights (see our Copyright Infringement and DMCA Policy section to submit copyright complaints), or other proprietary rights of third parties.
- If you post Content, comment on a website, or otherwise make (or allow any third party to make) Content available on our Services, you are entirely responsible for the Content, and any harm resulting from, that Content or your conduct.
- We disclaim any responsibility for any harm resulting from anyone’s use, purchase, or downloading of Content. If you access or use any Content, you are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
- Any Content offered for sale through any of our Services are the seller’s sole responsibility, and you agree that you will look solely to the seller for any damages that result from your purchase or use of Content.
- We are not a party to, and will have no responsibility or liability for, any communications, transactions, interactions, or disputes between you and the provider of any Content.
- Please note that additional third party terms and conditions may apply to the downloading, copying, purchase, or use of Content.
We also have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and web pages that link to, or are linked from, wearesmile.com or our other Services. For example:
- We do not have any control over those websites and are not responsible for their contents or their use.
- The existence of a link to or from one of our Services does not represent or imply that we endorse such website.
- You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
- We disclaim any responsibility for any harm resulting from non-SMILE websites.
5. Responsibility of our Clients
We will provide Services, Products and Subscriptions, but our responsibilities are limited. Among other things, this means that:
- We are not involved in your relationships or transactions with any customer or potential customer.
- You are responsible for the nature and quality of the products or services you provide, and for delivery, support, refunds, returns, and any other ancillary services you provide to your customers.
- You are financially liable for disputes (including chargebacks), refunds, reversals, or fines that arise from your use of Services.
- You are responsible for the Application and must ensure that the Application remains compliant with the appropriate laws and regulations at all times.
- Any breach of compliance, regulation or law must be disclosed to SMILE within 24 hours of acknowledgement, regardless of severity.
- When making a request for a change to the current scope of works, a new feature/project, ensure that it has been formally recognised. You can submit a request through our Change Control Request form. You may request that a member of staff at SMILE fills this out on your behalf. Unless you receive an email confirming receipt of your request, it has not been formally recognised.
6. Fees, Payment, and Renewal
a. SMILE Fees
Fees for Paid Services. Some of our Services are offered for a fee, such as Hijack, OnCourse, HappyPress plans, Professional Services, amongst others (collectively, “Paid Services”). By using a Paid Service, you agree to pay the specified fees, and fees associated with specific features. Depending on the Paid Service, there may be one-time fees or recurring fees. For recurring fees, we’ll bill or charge you for in regular automatically-renewing intervals (such as monthly, annually, or biennially), on a pre-pay basis until you cancel, which you can do at any time by contacting the relevant support team.
Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonised or other taxes, fees, or charges now in force or enacted in the future (“Taxes”). You are responsible for payment of all applicable Taxes relating to your use of our Services, your payments, or your purchases. If we are obligated to pay or collect Taxes on the Fees you’ve paid or will pay, you are responsible for such Taxes, and we may collect payment for such Taxes.
If anything items are exempt from taxes, we will explicitly identify this in writing.
Payment. If your payment fails, Paid Services are otherwise not paid for or paid for on time, or we suspect a payment is fraudulent, we may immediately cancel or revoke your access to Paid Services without notice to you. If you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services, we may revoke your access to our Services.
Unless otherwise agreed in writing, SMILE’s invoices must be paid in full within a maximum of 30 days of the invoice date unless stated otherwise.
Late Payments will result in the following:
- Recovery of time and/or costs incurred chasing the payment.
- Late payment fees.
- Immediate suspension of any other SMILE services, subscriptions or products.
If the Client has approved a quotation given by SMILE and later SMILE has reason to believe that the actual Price will or may exceed the estimate, SMILE shall advise the Client using Change Control.
SMILE reserve the right to invoice you for work completed to date at any point.
Automatic Renewal. To ensure uninterrupted service, recurring Paid Services are automatically renewed. This means that unless you cancel a Paid Service before the end of the applicable subscription period, it will automatically renew, and you authorise us to invoice you or use any payment mechanism we have on record for you to collect the then-applicable subscription fee (as well as any Taxes). By default, your Paid Services will be renewed for the same interval of time as your original subscription period. For example, if you purchase a HappyPress annual plan, you will be charged each year for the following 12-month period. We may charge your account up to one month before the end of the subscription period. It is your responsibility to make sure you are checking your email (including any spam or other filters) in order to receive any reminder email we send to you in advance of renewal. The date for the automatic renewal is determined automatically based on the date of the original purchase and cannot be changed.
Cancelling Automatic Renewal. You can manage and cancel your Paid Services by contacting us. You must provide 30 days notice.
Fee Changes. We may change our fees at any time, or start charging fees for Services that were previously free. When applicable, we may give you advance notice of the fee changes. If you don’t agree with the fee changes, you must cancel your Paid Service.
No-Show Policy. We may have a “no-show policy” for some Paid Services, which means that if you fail to show up or are late for a scheduled session, we may withhold the Service without a refund and/or invoice you for the time-slot of the scheduled session. If the Client does not attend within the first 15 minutes of a scheduled session requiring your attendance, we will classify this as a no-show. After 15 minutes, SMILE will end the session, and it is your responsibility to re-schedule the session. A no-show will constitute a project delay if it is in relation to an ongoing Project.
Refunds. While you may cancel a Paid Service at any time, refunds are issued in our sole discretion, unless otherwise required by applicable law.
If your hosting is suspended or revoked, you will not receive a refund.
b. Fees Collected by Website Owners
Fees Paid to Websites or Website Owners. Website owners may choose to sell items (goods, content, services, etc.), offer subscriptions for their websites at specific price points and intervals, or simply collect payments. Please note that we are not involved in a website’s subscription details, or a website’s store operations (including the quality, timing, pricing, or legality of what may or may not be included in exchange for payment, or any goods or services purchased). If you purchase items or subscriptions from a website, your purchase is directly from the website owner, who is solely responsible for the items sold. Please contact the website owner if you have any questions or complaints.
Automatic Renewal. Any recurring payments you make to a website owner are automatically renewed. This means that unless you cancel your website subscription before the end of the applicable renewal period, it will automatically renew. Your recurring payments will be renewed for the same interval of time as your original subscription period. For example, for an annual renewal schedule for your website subscription, you will be charged each year.
Cancelling Automatic Renewal of Website Subscriptions. You should check with the seller on how to cancel any automatically renewing payment. You must repeat this process for each website subscription you wish to cancel.
Refunds. We are not responsible for refunds for fees paid to a website owner because those transactions are between website owners and their users. If you would like to request a refund for any fees paid to a website or website owner, please contact the website owner.
7. General Representation and Warranty
You represent and warrant that your use of our Services:
- Will be in strict accordance with these Terms;
- Will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, the transmission of technical data exported from the United Kingdom or the country in which you reside, the use of financial services, notification and consumer protection, unfair competition, and false advertising);
- Will not use the Services for any unlawful purposes, to publish illegal content, or in furtherance of illegal activities;
- Will not infringe or misappropriate the intellectual property rights of any third party;
- Will not overburden SMILE’s systems, as determined by us in our sole discretion;
- Will not disclose sensitive personal information of others;
- Will not be used to send spam or bulk unsolicited messages;
- Will not interfere with, disrupt, or attack any service or network; and
- Will not be used to create, distribute, or enable material that is – or that facilitates or operates in conjunction with – malware, spyware, adware, or other malicious programs or code.
A binding contract shall be formed when the Client has indicated its intention to commission SMILE. This takes place when:
- A written notice of acceptance to SMILE. For example, signing a copy of this document.
- Using the acceptance button on an electronic quotation.
- The transfer of monies to SMILE.
- A Purchase Order (PO) is raised and sent to SMILE.
9. Copyright Infringement
As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. If you believe that material located on or associated with an SMILE product or service violates your copyright, please notify us via email. We will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. We will terminate a visitor’s access to and use of the website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of SMILE or others. In the case of such termination, we will have no obligation to provide a refund of any amounts previously paid to us.
10. Intellectual Property
The Agreement does not transfer from SMILE to you any SMILE or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with SMILE. The SMILE logo, and all other trademarks, service marks, graphics, and logos used in connection with wearesmile.com or our Services, are trademarks or registered trademarks of SMILE or SMILE’s licensors. Other trademarks, service marks, graphics, and logos used in connection with our Services may be the trademarks of other third parties. Your use of our Services grants you no right or license to reproduce or otherwise use any SMILE or third party trademarks.
11. Third Party Services
In using the Services, you may enable or use services, products, software (like themes or plugins), embeds, or applications developed by a third party or yourself (“Third Party Services”) on your website. If you use any Third Party Services, you understand that:
- Third Party Services are not vetted, endorsed, or controlled by SMILE.
- Any use of a Third Party Service is at your own risk, and we shall not be responsible or liable to anyone for Third Party Services.
- Your use is solely between you and the respective third party (“Third Party”) and will be governed by the Third Party’s terms and policies. It is your responsibility to review the Third Party’s terms and policies before using a Third Party Service.
- Third Party Services may not work appropriately with your website, and we may not be able to provide support for issues caused by any Third Party Services.
- If you have questions or concerns about how a Third Party Service operates, or need support, please contact the Third Party directly.
In rare cases, we may at our discretion, suspend, disable, or remove Third Party Services from your account or website.
We are constantly updating our Services and that means sometimes we have to change the legal terms under which our Services are offered. These Terms may only be modified by a written amendment signed by an authorised executive of SMILE, or by the posting by SMILE of a revised version. If we make changes that are material, we will let you know by posting on one of our blogs, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period, or once the changes become effective. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.
We may terminate your access to all or any part of our Services, Subscriptions or Products at any time, with or without cause, with or without notice, effective immediately. We have the right (though not the obligation) to, in our sole discretion, (i) reclaim your username or website’s URL due to prolonged inactivity, (ii) refuse or remove any content that, in our reasonable opinion, violates any SMILE policy or is in any way harmful or objectionable, (iii) ask you to make some adjustments, restrict the resources your website uses, or terminate your Services, if we believe your website’s storage or bandwidth usage is out of hand and/or burdens our systems (which is rare and typically only occurs when a website is used for file sharing or storage), or (iv) terminate or deny access to and use of any of our Services to any individual or entity for any reason. We will have no obligation to provide a refund of any amounts previously paid.
All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
14. Disclaimer of Warranties
Our Services are provided “as is.” SMILE and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither SMILE, nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, our Services at your own discretion and risk.
15. Jurisdiction and Applicable Law
The laws of England and Wales govern these terms and conditions. By accessing this website and using our services/buying our products you consent to these terms and conditions and to the exclusive jurisdiction of the English courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in this agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of this agreement or any part thereof, or the right thereafter to enforce each and every provision.
16. Limitation of Liability
In no event will SMILE, or its suppliers, partners, or licensors, be liable with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed £50 or the fees paid by you to SMILE under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. SMILE shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
Subject to any separately expressed contractual terms and conditions of this Agreement, in no event shall the Client or SMILE be liable to the other party for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
You agree to indemnify and hold harmless SMILE, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including solicitors’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Services, Content that you post, and any ecommerce activities conducted through your or another user’s website.
The Client shall be liable for and shall indemnify SMILE against any and all claims, actions, liabilities, losses, damages or expenses (including legal expenses) incurred by SMILE which arise out of or in connection with, directly or indirectly, the Client’s performance under this Agreement, including without limitation any losses, damages or expenses arising out of or in connection with:
- Any infringement or alleged infringement of any intellectual property rights caused by the use of any Services; and
- Any claim made against SMILE in respect of any liability, loss, damage, injury, cost or expense sustained by any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Services and/or the Client’s use of the Services.
18. Force Majeure
Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
If a default due to an Event of Force Majeure shall continue for more than 4 weeks then the party not in default shall be entitled to terminate this Agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.
19. Data Protection
Both SMILE and the Client agree that they will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
Both SMILE and the Client acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Provider is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
The Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Provider for the duration and purposes of this agreement.
The Provider warrants and undertakes that it shall, in relation to any Personal Data processed in connection with the performance by the Provider of its obligations under this agreement:
- Process that Personal Data only on the written instructions of the Customer unless the Provider is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Provider to process Personal Data (Applicable Laws). Where the Provider is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Provider shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Provider from so notifying the Customer;
- Ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
- Not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
- the Customer or the Provider has provided appropriate safeguards in relation to the transfer;
- the data subject has enforceable rights and effective legal remedies;
- the Provider complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
- the Provider complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
- Assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
- Notify the Customer without undue delay on becoming aware of a Personal Data breach;
- At the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
- Maintain complete and accurate records and information to demonstrate its compliance with this clause (and allow for audits by the Customer or the Customer’s designated auditor).
The Customer consents to the Provider appointing third-party processors of Personal Data under this agreement. The Provider confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business.
20. Data Processing Agreement
If you need a Data Processing Agreement with us for the GDPR requirements that apply to us as a data processor for your website, please contact us via email.
These Terms were originally written in English (UK). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms and the English version, the English version will control.
The Agreement constitutes the entire agreement between SMILE and you concerning the subject matter hereof. If any part of the Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under the Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; SMILE may assign its rights under the Agreement without condition. The Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
23. Specific Service Terms
HappyPress is a white-glove, managed WordPress hosting platform with concierge service. A HappyPress account also allows you to sign in to some of our Services. Our service is designed to give you as much control and ownership over what goes on your website as possible and encourage you to express yourself freely. You own all content you post to your website. However, be responsible in what you publish. In particular, make sure that none of the prohibited items (like spam, viruses, or serious threats of violence) appear on your website. If you find a HappyPress website that you believe violates these Terms, please visit our dispute resolution and reporting page.
Your HappyPress Website. If you host a website on HappyPress, you get to use an SMILE-owned subdomain, such as example.wearesmile.com. You must not engage in “domain squatting,” claim an unreasonable number of subdomains (as determined by us), or sell access to any subdomains.
License. By submitting Content to SMILE for inclusion on your website, you grant SMILE a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt, and publish the Content solely for the purpose of displaying, distributing, and promoting your website.
Removing Content. If you delete Content, we will use reasonable efforts to remove it from public view (or in the case of a private website, from view by the authorized visitors) on HappyPress, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Web Traffic. We use a third party, Crisp IM SARL (“Crisp”), to measure HappyPress’s audience and usage.
Prohibited Uses. By using HappyPress, you represent and warrant that your Content and conduct do not violate the User Guidelines.
HTTPS. We offer free HTTPS on all HappyPress websites by default, including those using custom domains, via Let’s Encrypt. By signing up and using a custom domain on HappyPress, you authorise us to act on the domain name registrant’s behalf (by requesting the necessary certificates, for example) for the sole purpose of providing HTTPS on your website.
Attribution. We reserve the right to display attribution text or links in your website footer or toolbar, attributing HappyPress or the theme author, for example. These attributions may not be altered or removed.
Additional Payment Terms. HappyPress subscriptions can be paid for annually or monthly and these payments are non-refundable.
Termination. If you wish to terminate the Agreement or your HappyPress account, you may simply discontinue using our Services, or, if you are using a paid service, you may cancel at any time, subject to the Fees, Payment, and Renewal section in these Terms.
i. Ecommerce Services
There are certain features offered via WooCommerce, WooCommerce Services, WordPress.com, or Jetpack that enable you to sell items (goods, content, services, etc.) or receive payments on your website, such as WooCommerce Payments, Store, the Payments feature, and the Pay with PayPal block (collectively, “Ecommerce Services”). If you use WooCommerce, the WooCommerce Use Terms also apply.
If you use any Ecommerce Services, you represent and warrant that any information you provide about your business, products, and services is accurate, complete, and will be kept current. You agree to promptly notify us via email if you receive any inquiry or action from a government or regulatory agency relating to your transactions.
Prohibited Uses. You may not use Ecommerce Services for any unlawful purposes, in furtherance of illegal activities, or in a manner that is unfair, deceptive, exposes us or customers to unreasonable risks, or does not disclose important terms of a transaction in advance.
Ecommerce Services cannot be used in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government.
If you’re using Ecommerce Services on HappyPress, you must not violate our User Guidelines.
We may terminate your access to Ecommerce Services or force refunds (where possible) to your subscribers and customers without notice to you if we determine (in our sole discretion) that your use is in violation of these Terms, or if a payment processor or regulatory authority directs us to do so.
We are not involved in these relationships, but may facilitate transactions or communication. For example, we may, on your behalf, receive notices or forms relating to your Stripe account.
Please note that some of these third party services may be enabled by default, but you may disable them before your store is set up. If you do not want to use these third party services, please disable them.
Your Responsibilities. You may only use Ecommerce Services for legitimate transactions with your customers. You are solely responsible for all of your ecommerce activities, including managing subscriptions for your website, managing your store, all applicable taxes and fees, compliance with the Payment Card Industry Data Security Standard (PCI DSS), and compliance with any applicable laws (such as those relating to automatic renewal). Among other things, this means that:
- We are not involved in your relationships or transactions with any customer or potential customer.
- You should use your best judgment. For example, you may not want to accept check payments if you’re not comfortable sharing your mailing address with customers.
- You must accurately communicate transactions, set expectations appropriately, and fulfil all promises, representations, or warranties you’ve made.
- You are responsible for resolving all support questions, comments, and complaints, including chargebacks and pricing questions. You must provide contact information so that customers may contact you with questions or complaints.
- You will maintain a fair return, refund, cancellation, or adjustment policy, and clearly explain how customers can request a refund.
- You are responsible for acquiring appropriate consent to submit charges through WooCommerce Payments on your customers’ behalf, providing confirmation or receipts to customers for each charge, verifying customers’ identities, and determining a customer’s eligibility and authority to complete transactions.
- If you believe that a transaction is erroneous or suspicious, you should research the transaction and, if necessary, contact your customer before fulfilling or completing the transaction.
- If you have transactions with individuals (i.e. consumers), you specifically agree to provide consumers disclosures required by law, and to not engage in unfair, deceptive, or abusive acts or practices (“UDAAP”).
b. SMILE Professional Services
SMILE Professional Services covers services such as consultation, design, engineering, project management or any other service that can be charged for on a time-taken (hourly) basis.
Terms. Throughout this section, there are the following specific definitions:
- “Price” means the price payable for the Services, as set out in a quote.
“The Client” or “The Customer” means the client receiving the Services as defined by the Project Scope.
- “Agreement” means the binding contract, created by the Client’s acceptance of the quote, comprising these written terms and conditions and the quote.
- “Price” means the price payable for the Services, as set out in the quote.
- “Services” means the services to be provided by SMILE pursuant to the quote.
- “Project” means a contracted collection of services that fulfil a business objective for the customer.
- “Application” means the deliverable of a project.
- “Data Protection Legislation”
- Unless and until the GDPR is no longer directly applicable in the UK, means the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then
- Any successor legislation to the GDPR or the Data Protection Act 1998.
- “Project Scope” is the work that needs to take place, or result with the specified features and functions. If requirements are too subjective or are not completely defined and described, amendments will be inevitable, which will change the scope of the project. This is usually determined at the discovery phase of a project. All projects have 3 constraints and one constraint cannot be changed without affecting the other two:
- Time to complete
- We refer to “Change Control” as a written process that outlines proposed changes to the Project Scope, the impact of the change with decision and allocation details. This written record must be submitted using our online form on our Support Hub.
Services. SMILE shall provide Services, to the client as set out in the Project Scope hereto and upon the terms set out in this agreement.
Orders may be accepted by SMILE by telephone, followed up with a written confirmation and duly signed purchase order. We operate a “No-PO-no-start” policy, which requires the Client to prove a Purchase Order, before any work commences on the Project.
The Client may be required to pay a deposit before any work can commence.
Delivery. Any service delivered to the Client that is found not to comply with the Project Scope will be replaced at no extra charge. Indicative designs of all work will be submitted to the Client for approval. SMILE shall incur no liability for any errors not corrected by the Client in the indicative designs.
Following delivery the Client should review the service and ensure that it complies with the Project Scope. In the event that it does not comply with the agreed Project Scope, the Client shall provide written notice of the same within 30 days of delivery of the service.
SMILE shall not be liable for delay or failure in the delivery of the product arising from events beyond its reasonable control or due to the failure or late delivery by the client to provide such information as set out in the Project Scope.
We reserve the right to refuse to develop on, or deploy to, any server other than those procured by SMILE.
Delays. Where SMILE is delayed by the Client, a minimum of a two week delay will be incurred to the Project.
Both The Client and SMILE may not unfairly or unjustly withhold or delay agreement from Change Control.
Intellectual Property Rights. The Company agrees that all property, copyright and other intellectual property rights in the design Service, shall be assigned to the Client in the event that the Client pays the sum of £560 (ex VAT) or 2% of the cost of IP creation – whichever is greater – in addition to any other costs.
This does not include derived or licensed works whereby the sale of IP is non-transferable or not permitted.
SMILE may use any media or design produced by SMILE in its portfolio physically or digitally. SMILE may include a credit on the Application or Project.
Confidentiality. The Client and SMILE acknowledge that it may receive or otherwise become aware of confidential information relating to the other party (“Confidential Information”). The Client and SMILE agree to keep all Confidential Information confidential at all times and undertake not to use or disclose such Confidential Information other than for the sole purpose of delivering the agreed Services.
This will not preclude the disclosure of SMILE’s or the Client’s Confidential Information which:
1. is in or falls into the public domain or
2. must be disclosed by law.
3. SMILE may talk freely about its involvement in the project.
Representation and Warranties. SMILE represents and warrants to the Client that:
- The product (other than any part provided by the Client) will be SMILE’s original work, or consist of material owned by third parties for which SMILE has obtained all necessary consents or materials in the public domain and will not infringe upon the copyright or any other right of any person or company.
- SMILE has the full power and authority to enter into and perform this Agreement.
The client represents and warrants to SMILE that:
- None of the contents and materials provided to SMILE by the Client for inclusion in the Project will infringe any copyright or other right of any person or company, and that all necessary rights and permissions, with respect to the use of such contents and materials in connection with the Application, Products and the Project.
- The Client has the full power and authority to enter into and perform this Agreement.
With respect to any breach by either party of any of the foregoing warranties, the breaching party hereby indemnifies the other party against any loss or damage (including reasonable legal costs) incurred by reason of such breach.
Escalation Procedure. We want a smooth-running project as much as you do, but we want to be prepared for every outcome. Your happiness is at the centre of everything we do, so if you ever find yourself concerned with how your project is running, we want to know so we can put it right. That’s why we have a traffic light system for airing concerns:
- Green Light Meeting: You’ve got evidenced concerns about the project, but work can still take place until this meeting. We’ll discuss your concerns and address them head-on, in the meeting we’ll look at what we’ll do to put it right. We’ll make those changes to get the project back on the right path.
- Amber Light Meeting: Since you last raised your concerns, you’ve given us the right amount of time to make our changes but you feel that the same issues have not been addressed, and you have evidence of this. Work will halt on the project in order to discuss the issues. We’ll discuss your concerns, find a different approach and address them head-on again, in the meeting we’ll look at what we’ll do to put it right. We’ll make those changes to get the project back on the right path.
- Red Light Meeting: At this point, you don’t feel that you’re left with any other option but to cancel the project. We’ll all meet up to discuss why we’ve not addressed your concerns correctly, and see if the situation is recoverable. If we think it is, we will offer to do so, but you are not obligated to take us up on this. Alternatively you may choose to terminate this Agreement. It is likely that we’ll need to arrange a further meeting to discuss any handover options and a settlement fee.
Termination. If the Escalation Procedure has been followed and the outcome of a Red Light Meeting is to terminate, then a contract may be terminated at any time through a separate letter which must be signed by both parties.
If the client decides to conclude business with SMILE:
- All hours to date, plus a fee equal to one day’s work or 50% of the remaining hours that were expected to be completed on the project (whichever is greater), shall be payable upon production of an invoice by SMILE.
- Any advances or preliminary payments will be considered as a rejection fee.
- Ownership of all copyrights shall be retained by SMILE.
SMILE or The Client may terminate this Agreement forthwith upon written notice in the event of:
- Any material or persistent breach of this Agreement by the Client or SMILE which breach is not remedied (if remediable) within 30 days after the service of written notice requiring the same; or
- The Client or SMILE becoming insolvent, entering into liquidation, whether voluntary or compulsory, passing a resolution for its winding up, having a receiver or administrator appointed over the whole or any part of its assets, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of its debt and licenses have been obtained.
Upon termination of this Agreement for any reason, the Client or SMILE shall immediately deliver to, or otherwise dispose of as directed by SMILE or the Client, any and all materials and property in its possession, custody or control belonging or relating to SMILE or the Client.