Terms & Conditions
Descriptions And Analysis:
“Business Day” refers to a day when businesses in London are open to the public and not a Saturday, Sunday, or holiday.
The agreement between the Company and the Client for the provision of Services that are regulated by such Terms and the Order is referred to as the “Contract.” The term “Client” refers to the person or legal entity that orders Services from the Agency and whose information is listed in the Order.
Intellectual property rights include all patents, infrastructure model rights, copyright, and related rights, registered trademarks, brand names, trade, company, and domain names, privileges in trade dress or get-up, rights in goodwill or to sue for passing-off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, and rights in confidential information (including know-how and trade secrets), as well as any other intellectual property rights.
Terms And Conditions
To the exclusion of any other conditions that the Client tries to impose or integrate, or which are inferred by trade, custom, practice, or course of business, these Terms shall be applicable to all agreements reached between the Agency and the Client.
Only an express legal document between the Company and the Client modifying these conditions and the order.
The Order is the Client’s offer to buy the Services in compliance with these Terms. The Client is responsible for making sure that the Order’s conditions and any applicable Specifications are accurate and full.
The Order will not be deemed accepted until the Agency issues a written acceptance of the Order or, whichever occurs first when the Agency begins to perform the Services after receiving the Order. At that point, the Contract will come into existence.
The Contract contains all of the terms and conditions under which the Agency will provide the Client with the Services and the Client will pay the Agency for those Services.
The Client recognizes that nothing produced or given by or on the behalf of the Agency that is not specified in the Contract has been relied upon by it. The Agency issues samples, drawings, descriptive materials, advertising, and any descriptions or illustrations found in its catalogs or brochures solely to provide readers with a general notion of the Services they are describing. They shall not be a part of the Contract or any other agreement for the provision of Services between the Agency and the Client. A quote for the provision of services provided by the agency is not an offer.
About any White Label Service, the Client acknowledges and agrees that there is no contractual relationship between the Agency and the final client for whom the Client is agreeing to undertake the White Label Work, and as a result, the Agency is not responsible for that client.
Warranties And Obligations Of The Agency:
The Agency guarantees that it will perform the Services in accordance with the Order with the necessary care and skill to be in material compliance with the Specification.
Although time is not of importance for the supply of the Services, the Agency shall use all commercially reasonable efforts to meet any performance dates indicated in the Order. When a Force Majeure incident prevents the Agency from delivering the Services on time or when the Client fails to give the Agency sufficient delivery instructions or other instructions that are necessary for the provision of the Services, the Agency is not responsible.
Any modifications to the Services that are required by any applicable law may be made by the Agency at any time.
The Agency is free to use a Group Member or other subcontractors to offer the Services, but always under the condition that the Agency will be held just as accountable to the Client for the Services’ fulfillment as if it had handled them on its own.
Obligations And Indemnification Of Client
The Client must assist the Agency as reasonably requested by the Agency and within a reasonable amount of time to enable the execution of an Order in accordance with any anticipated delivery dates or milestones. The Client shall be solely responsible for assuring the correctness of all information submitted to the Agency and represents and warrants to the Agency that any employees of the Client assisting in the execution of an Order are qualified and have the authorization necessary to carry out the Order.
The Client shall be required to comment on and/or approve items delivered under the Services, comprising (without limitation) advertisements, search terms, and graphic material produced by the Agency, as soon as practicable and within the stipulated deadline. Additionally, the Client is required to apply changes to websites, IT systems, or anywhere else the Agency may demand them as soon as feasible and within the date set.
Any changes to domain names, webpages, technical configuration, or any other significant information pertaining to the technical infrastructure that may have an impact on the Services provided by the Agency must be immediately communicated by the Client to the Agency.
Unless otherwise specified, all prices are in British Pounds Sterling and do not include VAT or any other taxes. The Agency shall be right to modify the agreed pricing in the event that duties are added to or amended after the conclusion of an Order.
The Client understands that some Services may require the licensing of intellectual property belonging to third parties and that the Client might be required to sign a license immediately with those third parties. Unless expressly specified otherwise, all charges shall be exclusive to costs for the acquisition of Rights in Intellectual Property for content to be included in advertising material, including (but not limited to) photographs and licensing from third-party owners and licensors, as applicable.
A competent approximation of the number of hours necessary to provide the Services shall be used to determine the price mentioned in the Order. This is simply an estimate. In the case that the price is not as mentioned in the Order or Quotation, the Client will be billed at the hourly rate listed in the Agency’s then-current pricing list. Services will be paid based on the actual amount of time spent. The Agency shall be required to update the forecast and budgets as necessary, including but not limited too if modifications are made to an Order.
For Search Engine Optimization services, the Agency will bill the Client on a monthly basis. A direct deposit payment plan may be established prior to the start of work; this monthly income will continue until the Client terminates it with 30 days’ notice. To end the agreement, such notice must be delivered via email or postal mail. For the web design or web-hosting services, clients are typically required to pay a non-refundable fee deposit before the agency begins work. Like a security deposit for rent, this one. When the work specified in an Order has been performed, it is retained securely and will be deducted from the
Client's Most Recent Invoice(S)
Each invoice that the Agency submits for payment must be paid by the Client within 14 business days of the invoice’s date and in cleared funds in compliance with the provisions of the clause below. The monthly search engine optimization packages’ services will start after each direct debit payment is received. All invoice payments must include the invoice number. Direct Debit and bank transfers are both accepted forms of payment.
Complaints And Delays
The Agency shall be required to repair or redeliver, at its discretion, without undue delay, in the event that the Client establishes that the Services are delayed or are not in compliance with the Contract. The Client shall have the right to cancel the Order if the Services are found to be materially out of compliance with the Contract despite reasonable efforts to have them brought into compliance.
Disputes involving delays or breaches of the contract must be brought up as soon as the client learns of the problem or should have known about it. The Client is considered to have embraced the Services and shall not be obligated to assert remedies based on delays or breach of Contract if the Client fails to bring the defect to the attention of the Agency within 48 hours.
The Client hereby accepts that some Services depend on third-party products and/or services. The Client understands that the Third Party Services are subject to the terms and conditions of the applicable Third Party and that neither the Agency nor the Third Party shall be responsible to the Client for any delays or failures relating to the Third Party’s Services. The client must choose whether or not the guarantees (where supplied) are suitable for the client’s commercial purposes or risk management procedures. Third-party service providers may offer their own guarantees to the client.
The Agency’s only obligation with regard to the Third Party Services is to choose the service providers with reasonable care and skill.
If the remedies outlined in these Terms have been completely drained, the Client’s only remaining option is to cancel the Contract. The Agency’s only obligation is to refund any payments made for Services that do not meet the Contract’s requirements, subject to the restrictions.
Rights To Intellectual Property
The Client herewith grants or appears to agree to procure the grant of (as applicable) an immutable license to the Organization to use such Components for the purposes of delivering the Services for the period of the Contract. It is the Client’s duty to ensure that they possess the right to use any Rights in Intellectual Property when they provide any text, image, or representation (collectively, “Materials”) to the Agency for inclusion into the Services.
The Customer shall be charged with ensuring that the Materials that the Client has given or approved do not violate any laws, moral standards, advertising guidelines, or other rights of third parties. Such material may be rejected and removed by the Agency without any consequences. The Agency shall also have the right to rescind the Order.
In the event that any Materials contributed by or approved by the Client violate any third party’s intellectual property rights, or otherwise violate laws, morals, or marketing guidelines, the Client shall exculpate the Agency even against damages, losses, and expenses incurred by the Agency as a result.
Any claims brought against a party in the manner mentioned above must be reported to the other company without undue delay, according to the parties.
The Agency or the appropriate third party from which the Agency has obtained a right of use with a perspective to executing the Order shall own all rights to intellectual property created, developed, existing, or used in connection with the Services, whether existing at the relevant date or created in the future unless expressly provided alternatively in these Terms or in an Order. The Client agrees to sign, deliver, and do whatever else may be required sometimes to ensure that the Agency has certain Intellectual Property Rights.
Privacy And Personal Information:
Any technical or promotional know-how, specifications, advancements, processes, or proposals of a personal nature disclosed to the intended recipient (Receiving Party) by the disclosing party (Disclosing Party), its staff members, agents, or subcontractors, as well as any other private information regarding the disclosing party’s company, its products, or its services that the receiving party may obtain, shall be kept in strict confidence.
Even during the term of the Agreement and for a period of five years following its summary, the Agency shall exercise the same care with respect to the Client’s commercial and operational information that the Agency uses with its own confidential information to prevent disclosing it to any third party without the Client’s consent (aside from a subcontractor performing the Services who is bound by similar confidentiality obligations).
The Client will not reveal any information and non-Clientmaterials provided by the Agency regarding the approach or method the Agency uses in providing the Services to any individuals within its organization who do not need to know during the term of the Contract or for a period ending 5 years from its termination to any third party.