Terms and Conditions of Service

1. ABOUT US

WP Minds (the trading name of BTLtimes.com Limited) (“WP Minds”, “we”, “us”, “our”) is a digital agency providing WordPress web services, SEO, content, social media management, paid advertising, virtual assistant services, and bespoke web development.

Our contact details are:
Email: support [at] wpminds.com
Website: wpminds.com
ICO Registration Number: ZA256014

2. DEFINITIONS

In these Terms, the following definitions apply:

2.1 “Client” or “you” means the individual, business, or organisation that engages WP Minds for services.

2.2 “Consumer” means a Client who is an individual acting wholly or mainly outside their trade, business, craft, or profession.

2.3 “Business Client” means a Client that is a company, partnership, sole trader, or other organisation acting in a commercial capacity.

2.4 “Services” means any of the services described in Clause 4 and set out in a Proposal or agreed in writing.

2.5 “Proposal” means a written quote, scope of work, email confirmation, or service agreement issued by WP Minds to the Client.

2.6 “Retainer Services” means ongoing monthly services provided on a subscription basis, including Maintenance, Support, Virtual Assistant, Content, SEO, Local SEO, and Social Media & Paid Ads.

2.7 “Project Services” means one-off or fixed-scope engagements, including bespoke web development and design projects.

2.8 “Deliverables” means any work product, website, content, report, or output created by WP Minds for the Client.

2.9 “Fees” means the charges payable by the Client for the Services as set out in the Proposal.

2.10 “Working Days” means Monday to Friday, excluding English public holidays.

2.11 “Third-Party Services” means external platforms, tools, software, or services not owned or operated by WP Minds, including but not limited to Google, Meta, WordPress.org, hosting providers, and plugin vendors.

3. HOW THESE TERMS APPLY

3.1 These Terms apply to all Services provided by WP Minds. They form the basis of the contract between WP Minds and the Client.

3.2 A contract is formed when: (a) the Client accepts a Proposal in writing or by email; (b) the Client pays an invoice or initial deposit; or (c) the Client instructs WP Minds to commence work — whichever occurs first.

3.3 These Terms take precedence over any terms the Client may seek to impose. Any variation must be agreed in writing by WP Minds.

3.4 Different terms may apply to individual services as set out in Clause 4. Where there is a conflict, the specific service terms prevail.

4. OUR SERVICES

WP Minds provides the following categories of service. The specific scope, deliverables, and fees for each engagement will be set out in a Proposal.

4.1   Website Maintenance (Retainer)

Our Website Maintenance service includes:

• WordPress core, plugin, and theme updates (free/open-source plugins only unless otherwise agreed)
• Weekly or monthly security scans
• Offsite website backups
• Uptime monitoring
• Basic performance checks
• Monthly maintenance report

Maintenance does not include: custom development, content creation, SEO, new functionality, or fixing issues caused by the Client’s own changes. Premium plugin renewals are the Client’s responsibility unless agreed in writing.

Monthly Speed Optimisation*

Where a maintenance plan includes monthly speed optimisation, this covers the following standard performance tasks carried out on the Client’s WordPress website once per month:

• Image compression and optimisation
• Browser and server-side caching configuration
• Database cleanup (post revisions, transients, spam comments)
• Minification of CSS and JavaScript files
• Basic Core Web Vitals review and recommendations

*Speed Optimisation — What is not included: Server-level configuration, CDN setup, custom development to address performance issues, theme or plugin rebuild, or any task that requires more than 60 minutes of developer time. Tasks outside this scope will be quoted separately as a Custom Task under Clause 4.9. WP Minds does not guarantee specific PageSpeed scores or Core Web Vitals pass/fail outcomes, as results are also affected by hosting infrastructure, third-party scripts, and browser conditions outside WP Minds’ control.

WP Minds will maintain offsite backups of the Client’s website files and database at the frequency specified in the agreed plan. Backups are retained for a minimum of 30 days. Backups provided as part of this service are not a substitute for the Client maintaining their own independent copies. WP Minds’ liability for any failure of backup restoration is limited to re-running the backup process and does not extend to compensation for data loss or business interruption arising from Third-Party Services or hosting infrastructure failure.

4.2   Website Support (Retainer)

Our Support service provides access to our team for reactive assistance, including:

• Bug fixes and error resolution
• Minor website edits and content updates (as specified in the agreed support tier)
• Answering technical questions
• Guidance on website management

Support hours are allocated monthly per the agreed plan. Unused hours do not carry over to subsequent months. Support requests must be submitted via our designated channel (email or project management system). We aim to respond within 1 Working Day and to resolve standard issues within 3 Working Days, though these are targets and not guarantees.

Any support request that WP Minds determines would require more than 60 minutes of developer time to complete falls outside the scope of the Support retainer. WP Minds will notify the Client, and the request will be treated as a Custom Task under Clause 4.9 and quoted accordingly. WP Minds has sole discretion in determining whether a request exceeds this threshold.

4.3   Virtual Assistant Services (Retainer)

Our Virtual Assistant (VA) service provides remote administrative and operational support, which may include:

• Email and calendar management
• Data entry and document management
• Research and reporting tasks
• Client communication support
• General business administration

VA services do not include legal, financial, or regulated professional advice. The Client is responsible for reviewing and approving any work completed on their behalf before it is sent or published externally. WP Minds accepts no liability for errors in work produced in reliance on inaccurate or incomplete information provided by the Client.

4.4   Content Services (Retainer)

Our Content service includes the creation of written content for the Client’s website, blog, or digital platforms, such as:

• Blog posts and articles
• Website page copy
• Product or service descriptions
• Newsletter copy

The Client must provide briefs, brand guidelines, key messages, and factual accuracy checks. WP Minds will not be liable for inaccuracies arising from information provided by the Client. The Client is responsible for ensuring all published content complies with applicable laws, including advertising standards and any regulated industry requirements. Intellectual property in Content passes to the Client upon full payment (see Clause 9).

4.5   Search Engine Optimisation — SEO (Retainer)

Our SEO service includes:

• Keyword research and strategy
• On-page SEO optimisation
• Technical SEO audits and recommendations
• Link-building activities
• Monthly performance reports

Important: WP Minds cannot guarantee specific search engine rankings or positions. Search engine algorithms are controlled by third parties (including Google) and are subject to change without notice. SEO is a long-term strategy and results may take 3–12 months to become visible. Any projected outcomes are estimates only and do not constitute a guarantee.

WP Minds will only implement SEO techniques that comply with Google’s published guidelines and recognised industry best practice (“white-hat” SEO). WP Minds will not use techniques designed to manipulate search engine rankings in ways that violate search engine terms of service, including hidden text, link schemes, keyword stuffing, or cloaking. If the Client requests tactics that WP Minds considers likely to result in search engine penalties, WP Minds will advise the Client in writing and will not be obligated to implement such tactics. Any penalty arising from Client-instructed approaches implemented after WP Minds’ written objection shall be the Client’s responsibility.

4.6   Local SEO (Retainer)

Our Local SEO service focuses on improving the Client’s visibility in local search results, including:

• Google Business Profile optimisation and management
• Local citation building and management
• Local keyword targeting
• Review strategy guidance
• Monthly local performance reports

The same ranking disclaimer as Clause 4.5 applies to Local SEO. The Client must provide access to their Google Business Profile and grant WP Minds the necessary permissions to manage it. WP Minds is not liable for suspensions or restrictions imposed by Google on the Client’s Google Business Profile.

4.7   Social Media & Paid Advertising (Retainer)

Our Social Media & Paid Advertising service may include:

• Social media content creation and scheduling
• Community management (responding to comments/messages within agreed parameters)
• Paid social advertising campaigns (Meta, Instagram, LinkedIn, TikTok)
• Google Ads management
• Monthly performance reporting

Ad Spend: Ad spend (the budget paid directly to advertising platforms) is entirely separate from WP Minds’ management fees and is the Client’s sole responsibility. WP Minds does not guarantee specific advertising outcomes, click-through rates, conversions, or return on ad spend (ROAS). Campaign performance depends on factors outside WP Minds’ control, including platform algorithms, audience behaviour, and market conditions.

The Client warrants that all advertising content complies with applicable advertising laws, platform policies, and industry regulations. WP Minds reserves the right to decline to publish content it believes may breach platform policies or applicable law.

If an advertising account managed by WP Minds is suspended by a third-party platform, WP Minds will use reasonable efforts to investigate and, where possible, appeal the suspension. Management fees remain payable during any suspension period caused by the Client’s content, prior account history, or platform policy violations attributable to the Client. Where a suspension is directly caused by WP Minds’ own actions, management fees for the period of suspension during which the service could not be delivered will be credited against the Client’s next invoice.

4.8   Website Development (Project)

Our Web Development service covers bespoke WordPress website design and build projects. Each project will be governed by a separate Proposal setting out:

• Scope of work and deliverables
• Project timeline and milestones
• Payment schedule
• Revision rounds included

Changes to the agreed scope during a project (see Clause 8) will be subject to a Change Request and may incur additional fees and timeline adjustments. Development projects are not covered by retainer agreements and are priced separately.

Following go-live, WP Minds will remedy defects in the Deliverables arising from WP Minds’ own workmanship that are reported in writing within 30 days of the go-live date (“Warranty Period”), at no additional charge. Defects caused by Client modifications, Third-Party Services, hosting environment changes, or actions taken after handover are excluded from this warranty. After the Warranty Period, defects will be addressed under a Support retainer or quoted as additional work.

4.9   Custom Tasks and Projects

Any WordPress or digital task that falls outside the scope of the Client’s existing monthly subscription with WP Minds — including any support request exceeding 60 minutes of developer time under Clause 4.2 — will be treated as a Custom Task or Project and processed as follows:

• The Client submits the request, or WP Minds identifies the task as out-of-scope.
• WP Minds will provide the Client with a written quote for the task or project.
• Work will not commence until the Client has approved the quote in writing (including by email).

Upon approval, the following payment schedule applies:

• 50% of the agreed fee is due on approval of the task or project.
• 25% is due on completion of development (i.e. when the work is ready for review or staging).
• 25% is due on the agreed launch date, or within 30 days of the project completion date — whichever is sooner — if the launch is delayed for any reason attributable to the Client.

Post-completion support: WP Minds will remain available to acknowledge and address support requests related to the completed Custom Task or Project for a period of 45 days from the project completion date, at no additional charge for issues arising from WP Minds’ own workmanship. Issues arising from Client modifications, Third-Party Services, or hosting infrastructure are excluded and will be quoted separately.

WP Minds reserves the right to pause or withhold delivery of the final deliverable until all milestone payments have been received.

5. ONBOARDING AND ACCESS

5.1 To enable WP Minds to provide the Services, the Client agrees to provide all necessary access credentials, logins, and permissions promptly, including but not limited to: WordPress admin access, hosting control panel access, Google Analytics, Google Search Console, Google Business Profile, social media accounts, and advertising accounts.

5.2 The Client is responsible for ensuring all login credentials provided are accurate and current. WP Minds will treat all credentials as confidential and will not share them with third parties except as necessary to deliver the Services.

5.3 Delays in providing access or required information may affect WP Minds’ ability to deliver Services on time. WP Minds is not liable for delays or failures caused by the Client’s failure to provide access.

5.4 The Client should change all shared credentials upon termination of the Services (see Clause 14).

6. CLIENT RESPONSIBILITIES

The Client agrees to:

6.1 Provide WP Minds with accurate, complete, and up-to-date information, content, and materials required to deliver the Services.

6.2 Review and approve Deliverables in a timely manner. Approval may be given by email. Failure to respond to a review request within 14 days will be deemed acceptance.

6.3 Ensure that any content, materials, or instructions provided to WP Minds do not infringe third-party intellectual property rights, are not defamatory, unlawful, or in breach of any applicable regulation.

6.4 Ensure the website and any content published through it complies with all applicable laws, including but not limited to consumer protection laws, advertising standards, data protection laws (UK GDPR), and any industry-specific regulations.

6.5 Not make changes to the website or systems that WP Minds manages without prior notification, as unauthorised changes may cause conflicts or breakages for which WP Minds will not be responsible.

6.6 Maintain adequate insurance appropriate to their business activities.

6.7 Pay all Fees on time in accordance with Clause 7.

6.8 Where the Client operates in a regulated industry (including financial services, healthcare, legal, insurance, or any other regulated sector), the Client is solely responsible for ensuring that all content, communications, website copy, and marketing materials prepared by WP Minds comply with applicable regulatory requirements before publication or distribution. WP Minds does not hold any regulated professional licence and does not provide regulated advice of any kind. WP Minds will not be liable for any regulatory sanction, fine, or enforcement action arising from the Client’s publication of content in a regulated context.

7. FEES AND PAYMENT

7.1   Retainer Services

7.1.1 Retainer Fees are payable monthly in advance by the date specified on the invoice, unless otherwise agreed in writing.

7.1.2 Retainer Services begin on the date agreed in the Proposal. The first payment is due upon commencement of services.

7.1.3 Retainer plans automatically renew on a monthly basis unless cancelled in accordance with Clause 14. WP Minds may review and adjust Retainer Fees annually or following a material change in scope. At least 30 days’ written notice of any fee increase will be provided. The Client may terminate within that notice period if they do not accept the revised fees.

7.1.4 Retainer fees are non-refundable once the billing period has commenced. WP Minds does not offer refunds for partially used monthly retainer periods.

7.2   Project Services

7.2.1 Project fees will be set out in a Proposal. Unless otherwise agreed, WP Minds requires a deposit of 50% of the total project fee before work commences, with the remaining 50% due prior to delivery or go-live.

7.2.2 For larger projects, a milestone payment schedule may apply as set out in the Proposal.

7.2.3 WP Minds reserves the right to pause or suspend work on a project where a milestone payment is overdue.

7.2.4 Project deposits are non-refundable. If the Client cancels after work has commenced, WP Minds is entitled to retain the deposit and to invoice for any additional work completed up to the date of cancellation.

7.3   Late Payment

7.3.1 Invoices are due within 14 days of the date of issue unless otherwise stated.

7.3.2 If payment is not received by the due date, WP Minds reserves the right to: (a) charge interest on the outstanding amount at the rate of 8% per annum above the Bank of England base rate, accruing daily, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (for Business Clients); (b) suspend the provision of Services until outstanding amounts are paid in full; (c) terminate the contract on notice.

7.3.3 WP Minds reserves the right to recover reasonable debt collection costs for overdue amounts.

7.4   Taxes

7.4.1 WP Minds is not currently registered for VAT. All Fees quoted are VAT-exclusive and no VAT will be added to invoices unless and until WP Minds becomes VAT-registered. If WP Minds becomes VAT-registered in the future, VAT will be applied to invoices at the prevailing rate and clients will be given appropriate notice.

8. CHANGE REQUESTS AND SCOPE CONTROL

8.1 The Services are limited to the scope set out in the Proposal or agreed in writing. Any request by the Client for work that falls outside the agreed scope (“Out-of-Scope Work”) must be submitted in writing.

8.2 WP Minds will assess Out-of-Scope requests and provide a written Change Request setting out the additional work, revised timeline, and additional fees (if any) before proceeding.

8.3 Out-of-Scope Work will not commence until the Client has confirmed acceptance of the Change Request in writing (including by email).

8.4 WP Minds is under no obligation to carry out Out-of-Scope Work. Verbal requests or informal instructions do not create an obligation on WP Minds to deliver additional work.

8.5 Repeated or significant scope changes on a Project may affect the agreed project timeline. WP Minds will not be liable for delivery delays caused by Client-initiated changes.

9. INTELLECTUAL PROPERTY

9.1 Upon receipt of full payment for the relevant Services, WP Minds assigns to the Client all intellectual property rights in the Deliverables created specifically for the Client under these Terms.

9.2 Until full payment is received, all intellectual property in the Deliverables remains owned by WP Minds. WP Minds grants the Client a limited, non-exclusive licence to use the Deliverables solely for the purpose for which they were created, pending full payment.

9.3 WP Minds retains ownership of: (a) all pre-existing intellectual property, tools, frameworks, processes, and methodologies used in delivering the Services; (b) any general know-how, templates, or code libraries developed by WP Minds independently of the Client engagement.

9.4 WP Minds reserves the right to reference the Client’s name and display the Deliverables (including website screenshots) in its portfolio, marketing materials, and case studies, unless the Client requests otherwise in writing.

9.5 The Client warrants that any materials, content, or assets provided to WP Minds are owned by the Client or that the Client has the right to use them, and that their use by WP Minds will not infringe any third-party intellectual property rights.

9.6 Third-party themes, plugins, stock images, and tools used in delivering the Services remain subject to their own licences. The Client is responsible for maintaining and renewing any relevant licences after the engagement ends.

9.7 Where WP Minds uses AI-assisted tools as part of content creation, design, or development services, WP Minds will disclose this to the Client on request. Both parties acknowledge that the legal status of AI-generated content under UK and international copyright law continues to evolve. WP Minds makes no warranty as to the copyright ownership or registerability of content that is wholly or substantially generated by AI tools, and recommends that Clients seek independent legal advice where AI-generated content forms a material part of their business intellectual property.

10. CONFIDENTIALITY

10.1 Each party agrees to keep confidential all information received from the other party that is identified as confidential or that a reasonable person would consider to be confidential (“Confidential Information”).

10.2 Neither party will disclose Confidential Information to any third party without prior written consent, except: (a) to employees or contractors who need it to perform their obligations; (b) as required by law or a court order.

10.3 WP Minds will keep all Client login credentials, business information, and client data confidential and will not use it for any purpose other than delivering the Services.

10.4 This obligation survives termination of the agreement.

11. DATA PROTECTION

11.1 Both parties agree to comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and where applicable, the EU General Data Protection Regulation (2016/679). Where both UK and EU GDPR apply, the higher standard shall prevail.

11.2 Where WP Minds processes personal data on behalf of the Client (for example, when managing a website that collects visitor data or managing email campaigns), WP Minds acts as a Data Processor and the Client acts as the Data Controller. In such cases, the parties shall enter into a Data Processing Agreement (DPA) as required by UK GDPR.

11.3 WP Minds processes personal data provided by the Client (such as contact information and billing details) as a Data Controller for the purposes of delivering the Services and managing the business relationship. WP Minds’ Privacy Policy (available at wpminds.com/privacy-policy) sets out how we handle personal data.

11.4 The Client is responsible for ensuring their website and any data collection activities comply with applicable data protection law, including maintaining an up-to-date privacy policy and obtaining necessary consents. WP Minds does not provide legal or compliance advice and is not responsible for the Client’s legal obligations as a Data Controller.

11.5 WP Minds will notify the Client within 48 hours of becoming aware of any actual or suspected breach of Client credentials, systems, or personal data held by or accessible to WP Minds. Notification will include, to the extent known: a description of the nature of the breach, the data and individuals likely affected, and the steps WP Minds has taken or intends to take to address it. WP Minds will cooperate fully with the Client in investigating and remediating any breach affecting the Client’s data.

11.6 Where WP Minds installs or configures third-party tracking scripts, analytics tools, advertising pixels, or similar technologies on the Client’s website (including Google Analytics, Meta Pixel, YouTube embeds, or advertising tags), it does so at the Client’s instruction and direction. The Client is solely responsible for ensuring that their cookie consent implementation, privacy notices, and data collection practices comply with all applicable laws before any such scripts are activated — including the UK Privacy and Electronic Communications Regulations (PECR), the EU ePrivacy Directive, the California Invasion of Privacy Act (CIPA), and any other applicable jurisdiction-specific requirements. WP Minds strongly recommends that Clients obtain independent legal advice on cookie consent obligations before instructing WP Minds to install or activate any tracking technology. WP Minds will not be liable for any regulatory action, claim, or penalty arising from the Client’s failure to implement lawful consent mechanisms.

11.7 Where the Client is based in the United States, or where the Client’s website processes personal data of residents of US states with applicable privacy laws (including the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA)), the Client is the business responsible for compliance with those laws. WP Minds may act as a “service provider” under applicable US state privacy laws and will process personal data only for the purposes of delivering the Services. WP Minds will not sell or share personal data for cross-context behavioural advertising purposes. The Client must ensure that any personal data shared with WP Minds for service delivery is permitted to be shared under applicable law. The Client acknowledges that the courts of England and Wales have jurisdiction under these Terms, and that WP Minds makes no representation as to the enforceability of these Terms in any US jurisdiction.

11.8 Where the Client is based in Canada, or where the Client’s email campaigns or website include recipients or users in Canada, the Client warrants that all such recipients have provided express consent to receive commercial electronic messages in compliance with Canada’s Anti-Spam Legislation (CASL). WP Minds will not be liable for any CASL violation, penalty, or regulatory action arising from campaigns deployed at the Client’s instruction where the required consents have not been obtained. Where the Client is subject to Quebec’s Act Respecting the Protection of Personal Information in the Private Sector (Law 25), the Client remains the responsible party for privacy impact assessments, breach reporting obligations, and data subject rights under that legislation.

12. THIRD-PARTY SERVICES

12.1 WP Minds may use Third-Party Services to deliver the Services, including hosting providers, WordPress plugins, Google platforms, Meta Business Suite, and project management tools.

12.2 WP Minds is not responsible for the availability, performance, or terms of Third-Party Services. Outages, changes, or suspensions by third-party providers are outside WP Minds’ control.

12.3 The Client acknowledges that changes to Third-Party Services (including Google algorithm updates, Meta advertising policy changes, or plugin discontinuation) may impact the Services and that WP Minds cannot guarantee outcomes that depend on third-party platforms.

12.4 Costs of Third-Party Services (including hosting fees, plugin licences, stock image licences, ad spend, and domain registration) are not included in WP Minds’ Fees unless explicitly stated in the Proposal. The Client is responsible for all such costs.

13. SUSPENSION OF SERVICES

13.1 WP Minds may suspend the Services immediately, without liability, if: (a) the Client fails to pay any invoice by the due date; (b) the Client is in material breach of these Terms; (c) WP Minds reasonably believes that continuing the Services would expose WP Minds to legal, reputational, or financial risk.

13.2 WP Minds will give the Client reasonable written notice before suspending Services where circumstances permit.

13.3 During suspension, the Client remains liable for all fees that have accrued and any fees that continue to accrue under the contract.

14. CANCELLATION AND TERMINATION

14.1   Cancellation of Retainer Services

14.1.1 Either party may terminate a Retainer Service by giving 30 days’ written notice. Notice must be given by email to support [at] wpminds.com.

14.1.2 The Client will remain liable for Fees during the 30-day notice period. No refund is given for prepaid retainer fees within the notice period.

14.1.3 There is no minimum contract term for Retainer Services. The Client may cancel at any time subject to the 30-day notice period.

14.2   Cancellation of Project Services

14.2.1 If the Client cancels a Project after work has commenced, WP Minds is entitled to payment for all work completed up to the date of cancellation, plus a reasonable cancellation fee reflecting costs incurred. The deposit paid under Clause 7.2.1 is non-refundable.

14.2.2 WP Minds may terminate a Project if the Client fails to provide required materials, approvals, or access for a period of 30 days, making it impractical to continue. In such cases, WP Minds will invoice for work completed to date.

14.3   Termination for Cause

14.3.1 Either party may terminate the contract with immediate effect by written notice if the other party: (a) commits a material breach that is incapable of remedy, or that is not remedied within 14 days of written notice; (b) becomes insolvent, enters administration, or is wound up.

14.4   Consumer Cancellation Rights

14.4.1 If the Client is a Consumer (as defined in Clause 2.2), they have the right to cancel within 14 days of entering into the contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, provided that: (a) where the Consumer has requested that services begin within the 14-day cancellation period, the Consumer acknowledges they will be liable for a proportion of the fees reflecting work completed before cancellation; (b) once services are fully performed with the Consumer’s consent, the right to cancel is lost.

14.5   Business Continuity

14.5.1 In the event that WP Minds ceases to trade or becomes unable to continue providing the Services due to insolvency, dissolution, or any other reason, WP Minds (or its appointed representative) will provide the Client with at least 30 days’ written notice where circumstances permit, and will make all reasonable efforts within that notice period to provide the Client with full access to their website files, databases, and credentials to ensure continuity of the Client’s online operations. This obligation applies regardless of any outstanding invoices.

15. CONSEQUENCES OF TERMINATION

15.1 On termination of the Services: (a) all outstanding Fees become immediately due and payable; (b) each party shall promptly return or (at the other party’s request) destroy Confidential Information; (c) WP Minds will provide the Client with reasonable assistance to transfer services to a new provider, provided that any reasonable costs of doing so are borne by the Client.

15.2 WP Minds will provide access to website files and databases within a reasonable timeframe following termination, subject to all outstanding invoices being settled in full.

15.3 Provisions that by their nature should survive termination (including Clauses 9, 10, 11, 17, and 18) shall continue in force after termination.

16. WARRANTIES AND DISCLAIMERS

16.1 WP Minds warrants that: (a) it will perform the Services with reasonable skill and care; (b) it has the right to enter into this agreement; (c) the Services will be delivered in a professional and workmanlike manner.

16.2 WP Minds does not warrant that: (a) the Services will be uninterrupted or error-free; (b) the website will achieve specific search engine rankings, traffic levels, or conversion rates; (c) third-party platforms (including hosting, Google, Meta, or WordPress.org) will be available or perform without interruption; (d) updates or changes to the website will not cause temporary disruption.

16.3 The Client warrants that: (a) it has full authority to enter into this agreement; (b) it owns or has the right to use all materials it provides to WP Minds; (c) use of those materials by WP Minds will not infringe any third-party rights.

17. LIMITATION OF LIABILITY

17.1 Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable law.

17.2 Subject to Clause 17.1, WP Minds’ total aggregate liability to the Client — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the total Fees paid by the Client in the 12 months preceding the event giving rise to the claim.

17.3 WP Minds shall not be liable for: (a) loss of profits, revenue, business, or anticipated savings; (b) loss of data or corruption of data caused by Third-Party Services, hosting infrastructure, or circumstances outside WP Minds’ direct control — where data loss results directly from WP Minds’ own negligent act or omission, WP Minds’ liability shall be limited to the reasonable cost of restoring data from the most recent available backup; (c) loss of goodwill or reputation; (d) indirect or consequential losses of any kind, even if WP Minds has been advised of the possibility of such losses.

17.4 WP Minds is not liable for any loss or damage caused by: (a) a website hack, security breach, or malware where WP Minds has not been retained to provide security services; (b) the Client’s failure to maintain adequate backups; (c) changes made to the website by the Client or a third party without WP Minds’ knowledge; (d) the failure or unavailability of Third-Party Services.

For Business Clients: The limitations in Clauses 17.2 and 17.3 apply to the fullest extent permitted by law.

For Consumers: Statutory rights under the Consumer Rights Act 2015 are not affected. WP Minds’ liability for Services not carried out with reasonable skill and care is not limited.

17.5 Any claim by either party arising under or in connection with these Terms must be brought within 12 months of the date on which the claiming party became aware, or ought reasonably to have become aware, of the circumstances giving rise to the claim. This limitation period applies in addition to any applicable statutory limitation period; where the statutory period is shorter, the statutory period shall apply. For Consumer Clients, this clause does not affect any rights that cannot be restricted by contract under applicable law.

18. INDEMNITY

18.1 The Client shall indemnify and hold WP Minds harmless from and against any claims, losses, damages, costs (including legal fees), and liabilities arising from: (a) the Client’s breach of these Terms; (b) the Client’s content, materials, or instructions infringing any third-party rights; (c) the Client’s failure to comply with applicable law in relation to their website or business; (d) any claim by a third party arising from the Client’s use of the Services.

19. FORCE MAJEURE

19.1 Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, pandemic, war, civil unrest, fire, flood, power failure, internet outages, or government action (“Force Majeure Events”).

19.2 The party affected by a Force Majeure Event shall notify the other party as soon as reasonably practicable. If the Force Majeure Event continues for more than 30 days, either party may terminate the affected Services by written notice.

20. ADDITIONAL RIGHTS FOR CONSUMERS

20.1 If the Client is a Consumer, the following additional provisions apply.

20.2 Under the Consumer Rights Act 2015, the Client is entitled to receive services carried out with reasonable skill and care. If services are not delivered to this standard, the Client may be entitled to a repeat performance or a price reduction.

20.3 WP Minds will not impose unfair contract terms on Consumers. Where any provision of these Terms would be considered unfair under the Consumer Rights Act 2015, that provision shall be of no effect and the remainder of these Terms shall continue.

20.4 Consumers are advised that online dispute resolution is available through the UK Government’s online dispute resolution platform.

21. DISPUTE RESOLUTION

21.1 In the event of a dispute, the parties agree to first attempt to resolve the matter informally by contacting WP Minds at support [at] wpminds.com. WP Minds will acknowledge any formal complaint within 5 Working Days.

21.2 If the dispute cannot be resolved informally within 30 days, either party may refer the matter to mediation before commencing legal proceedings.

21.3 These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

21.4 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

22. GENERAL

22.1 Entire Agreement. These Terms, together with the Proposal, constitute the entire agreement between the parties in relation to the Services and supersede all prior agreements, representations, or understandings.

22.2 Amendments. WP Minds may update these Terms from time to time. For Retainer Clients, changes will take effect 30 days after written notice. Continued use of the Services after that date constitutes acceptance of the revised Terms. The current version of these Terms will always be available at wpminds.com/terms-of-service.

22.3 Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force.

22.4 Waiver. Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that provision or any other right.

22.5 Assignment. The Client may not assign or transfer its rights or obligations under these Terms without WP Minds’ prior written consent. WP Minds may sub-contract elements of the Services to qualified third parties, provided WP Minds remains responsible for the performance of those services.

22.6 Notices. Notices under these Terms shall be given by email to the addresses provided. Notices are deemed received on the next Working Day after sending.

22.7 Independent Contractors. Nothing in these Terms creates a partnership, agency, employment, or joint venture relationship between the parties.

---

SCHEDULE 1 — SERVICE SUMMARY TABLE

The following table summarises the services, billing model, and key exclusions for each service type.

Service	Billing Model	Includes	Key Exclusions
Website Maintenance	Monthly Retainer	Core/plugin/theme updates, backups, uptime monitoring, security scans	Custom dev, premium plugins, content, SEO, issues caused by Client changes
Website Support	Monthly Retainer	Bug fixes, minor edits, technical queries (within allocated hours)	Hours do not carry over; major development work; out-of-scope requests
Virtual Assistant	Monthly Retainer	Admin, research, email/calendar management, data entry	Legal/financial advice; work requiring regulated professional qualifications
Content	Monthly Retainer	Blog posts, web copy, newsletters, product descriptions	Client responsible for factual accuracy; regulatory compliance of content
SEO	Monthly Retainer	Keyword research, on-page SEO, technical audits, link building, reporting	No guarantee of rankings; hosting; ad spend; paid campaigns
Local SEO	Monthly Retainer	Google Business Profile, local citations, local keywords, reporting	No guarantee of rankings; GBP suspensions by Google
Social & Paid Ads	Monthly Retainer	Content creation, scheduling, ad campaign management, reporting	Ad spend (Client cost); no guarantee of ROAS or conversions
Web Development	Project (milestone)	WordPress build, design, testing, QA, go-live support	Scope changes without Change Request; ongoing maintenance (separate retainer)
Custom Tasks & Projects	Per task (50/25/25% milestone)	Any WordPress or digital task outside monthly subscription scope; 45-day post-completion support	Must be quoted and approved before work starts; 50% deposit non-refundable on approval

---

Acceptance of These Terms

By ticking the checkbox on our sign-up form, enquiry form, or proposal, you confirm that you have read and agree to these Terms and Conditions of Service.

Your acceptance is recorded electronically and includes your name, email address, date, and time of acceptance, together with the version of these Terms in force at that time.

If you have any questions about these Terms before accepting, please contact us at support [at] wpminds.com before proceeding.