Terms & Conditions
Thank you for using the UNAXYS website and other UNAXYS services such as Drupal Agency Services, Data Center & Webhosting Services, Content Management Services, Digital Marketing Services, Project Management Services and Support & SLA Services.
The Services are provided by UNAXYS Costa Rica SRL, Obelisco Square Building, 5th floor, 10203 San Rafael de Escazú (San José) Costa Rica, Central America.
Please read this Agreement carefully. If you do not agree with these terms, you are prohibited from accessing or using any of the UNAXYS Services.
By using UNAXYS services or services related to UNAXYS worldwide branches and partners and/or by clicking or otherwise providing your electronic consent either by you personally or by another person or entity on your behalf, you agree to the general terms and conditions in the following sections.
Content Management Systems
All estimates or quotations are based on our understanding of your requirements and the timescale provided. Any changes to functionality, including micro-enhancements, may incur appropriate additional costs. Please ensure our understanding and clarify this in a personal conversation.
By accepting an offer from us, you agree and accept the UNAXYS Terms and Conditions. Acceptance can be made verbally, by email, by paying the introduction or by signing an offer.
Customers must ensure that we have considered all requirements in the estimates and that we fully understand their requirements. Customers must provide us with clear guidelines as well as the process or specific details they may require. If such details are not provided, we will assume our understanding of the requirements and quote accordingly. If any discrepancies arise at a later date, this may result in additional costs for adapting the changes. Therefore, it is important that you clarify every aspect of your project development and ensure that the correct requirements have been communicated to you.
Any complexity related to specific tasks, must be advised in advance and included in the proposal for costing purposes. We operate in good faith and rely on our clients to disclose the full picture at the time of quotation. Any discrepancy arising due to unclear requirements will not be borne by UNAXYS.
There are limited man-hours allocated to each task including Expert Appointment, Drupal Agency Services, Content Management, Digital Marketing and Project Management. Minor changes may be included within the allocated hours. This will be analysed on a case-by-case basis.
UNAXYS will make every effort to complete the project/changes in the given timeframe. Reasonable delays are accepted if functionalities are redefined or modified.
Any delays at client’s end, may delay the project and proposed timeframes and may incur additional costs.
Any bugs (programming errors) reported during or just after the development does not attract additional charges.
Any re-work on an already completed task will attract additional charges. Any changes in the design after the design approval will incur additional charges.
Any modifications requested during the development or after the Go-Live approval will incur additional charges. All additional work, over and above the estimates is charged separately. Under no circumstances will UNAXYS be liable for any delays caused by change in the project briefing.
Website/application content and all related materials need to be provided to us within the specified timeframe of starting the project. Any delays thereafter may delay the project and may incur additional charges if it goes beyond reasonable timeframe.
Our websites/applications are generally tested with Browserstack Software on desktop computers and include near recent versions of following browsers: Edge, Firefox, Chrome and Safari. If you require testing to be done on any other browser, please let us know in advance.
Responsive/multi-device compatible web pages are tested with Browserstack Software on iPhone and iPads. If you require testing to be done on any other device, please discuss it in advance.
If your website/application is not hosted on a UNAXYS server, any additional man-hours that may be required due to any server or network related issues are not covered in our quotes and may be charged separately.
If you require a project to be put on hold, please advise us in writing in advance. To put the project on hold without incurring additional charges, we will need the account to be up to date based on the work done. Further details can be discussed if such a situation arises.
UNAXYS software codes (not including open source software) are copyrights of UNAXYS or UNAXYS Partners. In general UNAXYS works with Drupal Open Source WCMS written in PHP, using Symfony and distributed under the GNU/GPL General Public License developted by Dries Buytaert and the Drupal community as well as the WordPress web content management system written in PHP under the GPL General Public Licenseby developted by Mike Little, Matt Mullenweg and community contributors.
Websites, Modules, Plugins or Software Applications will be designed to be deployed on the web, via using a stage servers, composer or a similar setup procedere. Based on your server environment, website traffic etc., the website maybe not perform well, if deployed on a shared webhosting environment.
Depending upon the functionalities required, there may be 3rd party components such as Third Party Payment Gateways or SSL certificates involved in building a website/application. Although UNAXYS does its best in recognising the suitability of any such component, any unforeseen limitations of 3rd party components are beyond our control. Any third-party component purchase costs (such as SSL, Payment gateway, Google Adwords, Plug-in licenses, etc) are not included in our quotes.
UNAXYS takes no responsibility of any open source products such as Drupal, WordPress, Joomla, Shopware etc. without Service Level Agreements. It is clients responsibility to update all components and third party softwares. We suggest you to take regular back-ups to avoid any disruptions.
UNAXYS offer packages in co-ordination with third party providers. Changes to the third party provider’s rules and policies may ultimately effect the services we provide or the terms and conditions herein.
The client must recognize that at times there may be unforeseen circumstances that will delay a development process, particularly with reference to the integration of third party software. We will try our best to complete the project as agreed in the proposal. As long as it is within a reasonable period, the client agrees not to penalize us for any genuine delay, when every effort to keep the project on the proposed schedule is taken.
Domain research, registration, renewal etc charges are not included as a part of any project/proposal unless mentioned otherwise. If required, a quote for which will be submitted separately and approved by the client.
Cloud- & Webhosting charges are not included in the quotations unless mentioned otherwise. UNAXYS organise an appropriate hosting solution for any project if required, a quote for which will be submitted separately and approved by the client. Where clients decide to organise their own hosting, we should be consulted before finalising the type of hosting and database, as it should meet the requirements of the technology used for the development. Please note that we’ll require full access with hosting support for testing and deploying the application. UNAXYS will not be liable for any delays or errors caused by direct or indirect actions of the hosting company.
UNAXYS generally builds and tests the websites/applications on our own servers or hosted domains. UNAXYS cannot give access to their test servers and test websites to the clients or any third party. The website/application can be transferred-off to a nominated 3rd party server upon full payment of all invoices and dues.
Nothwithstanding any other provision in the agreement, in consideration of the Customer entering into this agreement with UNAXYS, upon full payment of any outstanding invoices, UNAXYS will grant an unconditional license to the Customer to reproduce, publish, communicate, use, exploit the graphics, texts and images used in the published website and associated of form and functionality. This will not include the intellectual property relating to the production of the website including the digital strategies, programming codes, database structures, scripts, forms or functionalities.
All communications/correspondences are generally done via emails. It is client’s responsibility to keep us updated with their relevant email addresses.
Domains
All domain registrations and renewals managed by UNAXYS must be paid for in advance.
Expiration of a domain can result in service disruption and loss of domain.
UNAXYS assumes no responsibility if a domain expires due to non-payment or late payment of fees. All payments must be made seven business days before the expiration date.
It is client’s responsibility to renew their domain names with us.
All invoices and fees must be paid in full before we release a requested domain name.
UNAXYS has the domains in a shared pool account and therefore cannot grant access to its domain control panel.
UNAXYS offers domain services in coordination with third-party providers. Changes to the third party provider's rules and policies may ultimately affect the services we provide or the terms, conditions and prices contained herein.
Cloud- & Webhosting
Cloud- & Webhosting is an annual charge which must be paid in advance for the whole year. Except if the client is under one of our VPS Cloud Servers, Dedicated Servers or Maintenance & Support SLAs.
It is the customer's responsibility to renew domains and webhosting in a timely manner before the expiration date. Failure to renew domains or pay for webhosting on time can result in the loss of domains, files, data, emails, backups, etc. All renewals must be paid for seven business days prior to the expiration date. UNAXYS assumes no responsibility for any issues related to late payment. Unpaid webhosting will be deactivated or deleted from the server after a grace period of 30 days.
Depending on the web service offering, webhosting are on shared and non-shared servers hosted by third parties. UNAXYS uses its best efforts to ensure that our networks, systems and servers are protected from hackers, viruses, intruders and other online and offline problems. However, we will not be liable for any disruption to the Services if such a situation arises.
The customer is solely responsible for the content stored and provided on the hosting service purchased and the activity of any script or email service created as part of the hosting service. The Client must ensure the security of all account passwords and applications or scripts and ensure that all scripts as part of the Hosting Service are free of malicious content, the server parts, other hosted accounts of the Client or the external systems of the Clients. visitors who use the display of hosted content that could cause harm.
In case of a malware attack, UNAXYS reserves the right to delete files on the hosting service without giving any prior notice.
Cancellation/Termination: Webosting cancellations must be sent to UNAXYS in writing or by email one month before expiration. Once Webosting has been renewed, it cannot be canceled and must be paid for the entire year.
If Webosting isn't paid for and renewed before the expiration date, we reserve the right to disable Webosting and all associated services, including eMail and DNS records. Additional fees apply to reactivate Webosting. UNAXYS assumes no responsibility for any loss of data, files, emails, backups, recovery costs etc.
If a Webosting has been canceled or deactivated, all files, emails, databases and backups will be deleted from the server without notice to the customer.
Once all invoices are paid, it is client’s responsibility to request for the files subject to the below:
UNAXYS works with open source software as well as proprietary CMS systems. The copyrights of the respective providers must be observed, as well as any copyrights for specially written code. Unless special agreements are made before the start of the project.
eMails
If eMails are downloaded to the customer's computer via IMAP, UNAXYS assumes no responsibility for the systems used like Outlook etc. Mailboxes must be kept within their quota limits on the mail server. Inboxes should be maintained regularly, which includes, for example, move eMail correspondence in archive folders so that the inbox does not become overfilled.
Customers may not use the mailserver for inappropriate content and unsolicited emails that may result in spam or infection of the mailserver. In such circumstances, UNAXYS will take immediate action and delete the necessary files and data without prior notice.
UNAXYS offers eMail software solutions in coordination with third-party providers such as Mailchimp etc. Changes to the third party's rules and policies may ultimately affect the services we provide or the terms and conditions contained herein.
Webhosting occurs on shared and non-shared servers hosted by third-party providers. UNAXYS makes every effort to ensure that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems. However, we will not be liable for any disruption to the Services if such a situation arises.
Content Management Editing
All estimates or quotations are based on the UNAXYS Content Management SLAs of your requirements and the 7/24/365 timescale and tome zones provided. Any changes to the Content Management SLAs, including small improvements, may incur appropriate additional costs. Please ensure our understanding and clarify this in a personal conversation.
By accepting the UNAXYS Content Management SLAs, you agree and accept the UNAXYS Terms and Conditions. Acceptance can be made verbally, by email, by paying the introduction or by signing your SLA with us.
Customers must ensure that we have considered all requirements in the estimates and that we fully understand their requirements. Customers must provide us with clear guidelines as well as the process or specific details of any task they may require. These tasks are then transferred to the agile project management system from UUNAXYS, where your employees have access to them according to job roles, user rights and SLA.
If such task details are not provided, we will assume our understanding of the requirements and quote accordingly. If any discrepancies arise at a later date, this may result in additional costs for adapting the changes. Therefore, it is important that you clarify every aspect of your task management and ensure that the correct requirements have been communicated to you.
Any complexity related to specific tasks, must be advised in advance and included in the proposal for costing purposes. We operate in good faith and rely on our clients to disclose the full picture at the time of quotation. Any discrepancy arising due to unclear requirements will not be any responsability by UNAXYS.
There are predetermined man-hours allocated to text-, content-, image-, graphic, video- or SEO optimization tasks, where minor changes may be included within the allocated SLA hours. This will be analysed on a case-by-case basis.
UNAXYS will make every effort to complete all tasks in the given timeframe with your SLA. UNAXYS assumes no responsibility for delays that may arise from third parties e.g. network providers, security issues, natural desasters etc. UNAXYS assumes no responsibility for delays at client’s end. UNAXYS assumes no responsibility for any delays because of bugs (programming errors) reported with your content management system.
Any re-work on an already completed content management task will attract additional charges. Any changes in corporate design elements after the design approval will incur additional charges.
Any modifications requested after the Go-Live approval will incur additional charges. All additional work, over and above the estimates with your Content Management SLA is charged separately. Under no circumstances will UNAXYS be liable for any delays caused by change in the task briefing.
Our Tasks are generally tested with Browserstack Software on desktop computers and include near recent versions of following browsers: Edge, Firefox, Chrome and Safari. If you require testing to be done on any other browser, please let us know in advance. Also responsive, multi-device compatible web pages are tested with Browserstack Software on iPhone and iPads. If you require testing to be done on any other device, please discuss it in advance.
If your website or application is not hosted on a UNAXYS server, any additional man-hours that may be required due to any server or network related issues are not covered in our Content Management SLA quotes and may be charged separately from your own web administrators.
If you require a task to be put on hold in our project management tool, please advise us in writing in advance. Further details can be discussed with your supervisor if such a situation arises.
UNAXYS takes no responsibility of any of your proprietary or open source products. It is clients responsibility to update all components and third party softwares so that there are no problems with backend logins, FTP Access, content editing etc.
Wwe strongly recommend you to take regular back-ups to avoid any disruptions. We will be happy to help you set up an appropriate backup and restore procedure.
Digital Marketing Packages
Keep in mind, the digital marketing packages are designed on the strategy requirements of our customers. Specific work hours are assigned each month. Unused working hours are not carried over to the next month. No third-party software e.g. Semrush, Ahrefs etc. or marketing costs like Google Ads, Social Media etc. are included.
UNAXYS employs fair use policy, which means that although we don’t formally transfer over any unused time to the next month or formally accumulate unused work hours, we do understand that your needs may change from month to month, and we allow flexibility in good faith sometimes.
Any additional hours used may be invoiced separately. Urgent tasks will be charged separately.
Support requests for digital marketing are answered via the project management tool: https://unaxys.openproject.com or directly by the supervisor responsible for your marketing campaigns.
Payment terms
Payable by the 1st of each month. We strongly recommend that our customers set up a direct debit procedure for this purpose. A USD 25.00 administration fee will be charged to the customer's account for late payments or declined credit card charges. There are no refunds of any kind for fees associated with digital marketing and strategy packages. The detailed payment terms for digital marketing can be found in the SLAs of the respective customer.
Termination
All digital marketing and strategy packages have a term of at least 6 months. You can then cancel at any time by email with one month’s notice.
UNAXYS reserves the right to terminate at any time by providing written notice to the customer.
Service Level Agreements (SLAs)
All SLAs are for a minimum of 12 months period.
SLAs are billed annually, but payment is made monthly by direct debit on the 1st of each month.
The SLA packages can include 12 months of basic CMS Support, Content Management, including Cloud & Wweb Hosting, eMail Hosting. Include VPS Servers or Dedicated Servers.
These SLA packages are used exclusively for the maintenance of CMS Systems, Content Management, Websites or Cloud & Webhosting offers. The hours may not be used for projects such as a complete redesign or major functionality enhancements.
Service Level Agreements do not include digital strategy, business analysis, solutions architect, SEO and digital marketing work.
Our working times are recorded in 15-minute blocks. Support time is used once a month to create a full backup of your website. We will then work on updating Drupal Security core and module updates as well as any corrections to the websites that may result from the updates. The remaining hours can be used to make changes to the website. Any additional working hours require your consent.
UNAXYS employs fair use policy, which means that although we don’t formally transfer over any unused time to the next month or formally accumulate unused work hours, we do understand that your needs may change from month to month, and we allow flexibility in good faith sometimes.
Any additional hours used will be billed separately, depends on job roles from USD 78.00 to USD 150.00 per hour including VAT.
Urgent tasks will be charged separately.
If the customer does not cancel 30 days before the SLA expires, service level agreements will be automatically renewed for another year.
Payment terms
Monthly fees for Servive Level Agreements are payable by credit card or bank transfer. No other payment methods are accepted for monthly maintenance.
The monthly fees for Servive Level Agreements are generally debited from the customer's credit card on file on the first day of each month.
A USD 25.00 administration fee will be charged to the customer's account for late payments or declined credit card charges.
There are no refunds of any kind for any fees associated with the Monthly Service Level Agreements.
Termination
If the customer needs to cancel the automatic annual renewal, please inform us by email at least one month before the renewal date.
Ongoing Term: If Customer decides to terminate a current Service Level Agreement for any reason, Customer will be required to pay the balance of the remaining months.
UNAXYS reserves the right to terminate annual maintenance at any time by providing written notice to Customer.
Drupal Maintenance SLAs
What is included:
- Updates to Drupal core once at the start of each contract cycle.
- Drupal Module Updates once at the start of each contract cycle.
- Drupal Theme Updates once at the start of each contract cycle.
- Installation of Drupal Core Security Updates to help prevent attacks.
- Daily backup of Database.
- Daily backup of Files.
- Changes to code base stored within Version Control using Git.
If after updates to Drupal core, Drupal modules or Drupal themes are performed it is determined that one or more of the updates cause problems for the overall functioning of the website, then the site and database will be rolled back to the state before the updates were performed using the latest website backup. UNAXYS will then contact the Client to discuss options as to remedy the issue.
What is not included:
- Changes to the website content including text, images, pages, menus etc.
- Addition of new features to the website or modification of existing features.
- Changes to the design of the website.
- Installation of new Drupal modules.
- Installation of new Drupal themes.
- Repair of website.
Any work required to remedy an issue where an update to Drupal core, Drupal modules or Drupal themes has been found to cause problems to the overall functioning of the website. This work will be discussed with the Client beforehand and then charged separately at UNAXYS’s hourly rate.
Cloud & Webhosting SLAs
Individually configured to your specific needs. On request.
Content Management SLAs
What is included:
- Changes to the website content including given corporate design elements, texts, images, graphics, pages, menus, videos etc.
What is not included:
- Changes to the design of the website.
- Content Creation of corporate design elements, texts, images, graphics, videos etc.
- Addition of new features to the website or modification of existing features.
- Modules, Plugins and Theme Installations, Updates and Support.
- Backup & Restore Procedere
- Compliance Maintenance
- System Maintenance.
- Website Security.
Content Creation
Corporate design elements, texts, images, graphics, video editing etc. On request.
In the event of a dispute, UNAXYS reserves the right to invoice the customer in full for the work performed and the resources used to resolve the dispute. In such a case, UNAXYS reserves the right to charge fees to the customer without recognizing any discounts previously granted in good faith. Under no circumstances will UNAXYS be liable for damages resulting from false statements or misinformation.
UNAXYS reserves the right to refuse service to any client, if these are not aligned with our business operating principles and policies.
UNAXYS provides its services as is, without any guarantees on security or other issues leading to loss of data, sale or reputation. We ensure to the best of our ability that our systems and servers are protected from hackers, viruses, intruders and other online and offline problems, however we will not be held liable for any disruption of services if such situation arises.
Relationship of UNAXYS with its suppliers, partners and sub-contractors is of an independent nature. None of the parties have any power, right or authority to interfere or bind the other or assume or create any obligation or responsibility, whether expressed or implied, on behalf of the other or in the other’s name.
Client will indemnify and hold UNAXYS, its licensors, content providers, service providers, employees, agents, officers, directors, contractors and sub-contractors (Indemnified Parties) harmless from your breach of any of these Terms And Conditions or any other terms, conditions, policies or procedures herein, including, without limitation, any use of content other than as expressly authorized in these Terms and Conditions. Client agrees that the indemnified parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify and hold harmless the Indemnified Parties from any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys fees in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information obtained from UNAXYS.
UNAXYS will not be liable for any breach of the agreement which is caused by a matter beyond its reasonable control including but not limited to Act of God, fire, lightning, explosion, war, disorder, flood, earth quake, industrial disputes (whether or not involving their employees), extremely severe weather, or acts of local or central government or other competent authorities.
All rates are in USD and exclude 13% VAT unless otherwise stated.
No VAT is charged for nearshoring and outsourcing customers outside of Costa Rica.
All invoices must be processed according to your preferred payment method as scheduled.
There is an additional charge for payments made through Quickbooks accounting software. This is collected, for example, by PayPal or credit card companies.
Project payments must be made within 5 working days of each project target/schedule unless otherwise agreed. The final payment must be made before the website or application of the respective project goes live.
Receipt of payment is considered acceptance of a project and the general terms and conditions.
UNAXYS reserves the right to negotiate and refund a reasonable part of the amount paid by the customer for the requested service, if the customer cancels the project after payment has been made but the work has not yet started, we will refund 75% of the payment already made. If the order is canceled after work has begun, the maximum refund or fee is 50% of the invoice amount. No refund or adjustment will be made if cancellation occurs when more than 50% of the work is completed. All cancellations must be made in writing and can be made by post or email. Telephone cancellation requests will not be accepted.
For smaller or one-off work, payments must be made either in advance or in accordance with the conditions stated in the invoice or offer. If you wish to make changes to the Terms, you must notify us in writing by email within two business days of receipt.
Late Fees: All outstanding invoices will be subject to a late fee of 10% of the outstanding balance and an administrative fee of USD 25.00 per month from the due date.
Due Date: The date on which payment is due according to the terms of the invoice or quote.
Outstanding Invoice: An invoice is considered outstanding if payment is still due 10 days after the due date.
Debt collection: The customer has a further 7 days after the late fee has been charged to pay the invoice. In the event of non-payment, the outstanding amount will be forwarded to a debt collection agency. UNAXYS shall not be liable for any costs or fees associated with the collection of the outstanding amount. All costs associated with the collection of the outstanding amount (collection, administrative costs, legal fees) will be passed on to the customer for processing.
If you are late with a payment or have questions about the invoice, please contact the Account Manager immediately upon receipt of the invoice or reminder email.
All communication correspondence is generally carried out via email. It is the customer's responsibility to keep us updated via their relevant email addresses.
All payments related to domain name registration renewal or web hosting or to third party products or services purchased on behalf of Customer must be paid in full and are non-refundable. In the case of all renewal cancellations, we must be notified at least 30 days prior to the renewal date.
UNAXYS generally creates and tests websites and applications on its own servers and domains. Websites and application will be transferred to your own domain after all invoices and fees have been paid in full.
Drupal Services: These are usually monitored by UNAXYS admins and hosted on their own servers, with appropriate exceptions from Aquia and Pantheon. The detailed payment terms for maintenance and support can be found in the SLAs of the respective customer.
Content Management: The detailed payment terms for content management can be found in the SLAs of the respective customer.
Digital Marketing: Payable by the 1st of each month. We strongly recommend that our customers set up a direct debit procedure for this purpose. A USD 25.00 administration fee will be charged to the customer's account for late payments or declined credit card charges. There are no refunds of any kind for fees associated with digital marketing and strategy packages. The detailed payment terms for content management can be found in the SLAs of the respective customer.
All content on this website is the property of UNAXYS Costa Rica SRL unless otherwise stated. UNAXYS Costa Rica SRL reserves the right to change content or policies without prior notice.
Project-related copyrights can be transferred to the customer for an additional fee after full payment of the project and signing of the acceptance certificate. UNAXYS Costa Rica SRL reserves the right to refuse the transfer of ownership if integrated sections such as Drupal themes etc. come from third parties or if unusual circumstances arise.
The copyrights transferred to the customer do not include the right to reuse the code for another website or to resell the program codes for commercial or non-commercial purposes. In the event of a corporate restructuring or change of ownership, ownership of the Site may be transferred from one owner to another. New owners are not permitted to resell or reuse for commercial or non-commercial purposes.
In the event of a webmaster change, site owners are not permitted to display the new site's credits unless the functionality and appearance of the site has been completely changed from our original work.
UNAXYS, along with the slogan "Digital Experience" is a trademark of UNAXYS LLC and UNAXYS Costa Rica SRL. Customers, partners, suppliers, subcontractors and other third-party organizations or individuals are not permitted to use the UNAXYS Costa Rica SRL trademarks, including the name, logo and symbol, in any form without our written permission.
Please note that UNAXYS reserves the right to change the terms and conditions without notice.