Terms and conditions

DEFINITIONS:

Inbound Marketing Agency (Digital 22 Online Ltd) at Registered Address: Holmes Mill, Greenacre, Clitheroe, BB7 1EB

Customer: As named on the signature page of the approved proposal.

 

TERMS OF USE:

Acceptance by Customer of any proposal, quotation or invoice (a “Proposal”) issued by the Inbound Marketing Agency to which these terms and conditions are attached or by reference made a part of, shall constitute an agreement between Customer and with respect to the responsibilities of the Inbound Marketing Agency and Customer pursuant to the Proposal (the “Agreement”). The Agreement shall consist of the Proposal and these terms and conditions, together with any modifications made in accordance with the terms hereof. No terms or conditions, other than those stated herein, and no agreement or understanding in any way modifying the terms and conditions stated herein, shall be binding upon the Inbound Marketing Agency unless made in writing and signed by the Inbound Marketing Agency’ duly authorised officer. Written or verbal acceptance of any Proposal and/or the acceptance of deliverables or services by Customer shall constitute Customer's assent to these exclusive terms and conditions with respect to such Proposal. This order and contract shall be governed exclusively by, and be construed in accordance with, UK law.

 

CONFIDENTIALITY:

All information that is shared between the Inbound Marketing Agency and Customer is confidential and should not be disclosed to any third party and must be safeguarded by the receiving party. Confidential information shall not include information that:

 

  1. is already known to the party to which it is disclosed;

 

  1. is or becomes part of the public domain without breach of this Agreement;

 

  1. is obtained from third parties, which have no obligations to keep confidential to the parties to this Agreement.



SCOPE OF SERVICES:

The Inbound Marketing Agency shall provide only those professional services and/or products specified in the Proposal (the “Work”). Customer understands and agrees that, unless listed in the Proposal, the Inbound Marketing Agency is not responsible for any other work or scope of supply or any disclosure, notifications or reports that may be required to be made to third parties, including appropriate governmental authorities. If Customer requests and the Inbound Marketing Agency agrees to perform any services that are in addition to or outside the scope of Work identified in the Proposal, Customer shall promptly pay the Inbound Marketing Agency for such services in accordance with these terms and rates referenced in the Proposal or the supporting agreement.

 

The Inbound Marketing Agency runs a 48 hour sign off period for all working tasks and projects. If the Customer has not provided feedback within 48 hours:

  1. a) for projects; The Marketing Agency will issue a Project Remediation Notice to confirm the revised timeframes so all parties involved have full visibility.
  2. b) for retainer work we will assume sign off so the work does not get held up and impact results. For clarification this means all work will go LIVE but can be retrospectively amended.

 

The Inbound Marketing Agency works to a maximum of 2 amend loops per task.  If this increases then additional costs will be charged and a Change Request Form will need to be submitted.  No Additional work will continue on the account until the Change Request Form has been signed by you.

 

The Inbound Marketing Agency has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Customer's website may be excluded from any search engine at any time at the sole discretion of the search engine.

 

Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, The inbound Marketing Agency does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.

 

Linking to “bad neighbourhoods” or getting links from “link farms” can seriously damage all SEO efforts. The Inbound Marketing Agency does not assume liability for the Customers choice to link to or obtain a link from any particular website without prior consultation.

 

The Inbound Marketing Agency reserves the right to assign other subcontractors to the Work to ensure quality and on-time completion.

 

ACCESS:

Customer will provide for right of entry and access to all relevant sites, equipment and other information in its control or possession as is necessary for the Inbound Marketing Agency to timely and fully complete the work. The Inbound Marketing Agency is not responsible for the quality or accuracy of data or information, nor for the methods from which the data was developed, where such information or data is provided by or through Customer or others that are not agents of the Inbound Marketing Agency, and the Inbound Marketing Agency has no obligation to investigate facts or conditions not disclosed to it by Customer.

 

Unlimited access to existing website traffic statistics for analysis and tracking purposes.  The Inbound Marketing Agency is not responsible for changes made to the website by other parties that adversely affect the results/performance of the Customer’s website.

 

Authorisation to use customer pictures, logos, trademarks, web site images, pamphlets, content, etc.  The Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the Inbound Marketing Agency for inclusion on the website above are owned by the Customer, or that the Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Inbound Marketing Agency and its subcontractors from any liability from the use of such elements.



FEES:

Customer shall pay the Inbound Marketing Agency for the work based upon the price or the rates shown in the Proposal or in written confirmation via email.

 

All fees are non-refundable.

 

All fees, services, documents, recommendations, and reports are confidential.

 

If the Customer's package or payment terms change from the original signed agreement then the Inbound Marketing Agency will issue a Change Request Form which the Customer will be required  to sign before work can continue.

 

Once payment is received, the Inbound Marketing Agency grants all rights to content produced for Customer exclusively to Customer, excluding third party components. The Inbound Marketing Agency retains the right to display graphics and other Web content elements as examples of the Inbound Marketing Agency’s work. Inbound Marketing Agency shall own, and retain all intellectual property rights in all preexisting material, information, know-how, and data created.

 

In the event Customer fails to make payment in full within the time period set forth in the Proposal, such failure to pay on time constitutes a material breach of contract by Customer permitting Inbound Marketing Agency to suspend its performance hereunder, and the Inbound Marketing Agency shall have all other remedies permitted to the Inbound Marketing Agency by law, equity and these terms. Past due invoices shall bear interest or the highest rate allowed by applicable law and, if Customer has provided the Inbound Marketing Agency with a credit card authorisation, the Inbound Marketing Inbound Marketing Agency shall be entitled to charge the invoice amount and interest against such card. If the Inbound Marketing Agency must take legal action to collect any amount due hereunder, Customer shall pay all court costs plus any Legal fees incurred by the Inbound Marketing Agency in bringing such legal action.

 

Title to goods shall pass upon payment in full therefore, and risk of loss shall pass to Customer upon delivery to Customer.

 

STANDARD OF CARE:

The Work shall be carried out by the Inbound Marketing Agency in a manner consistent with that level of care and skill ordinarily exercised by others currently providing similar services under similar circumstances at the time the services are performed currently at 97% accuracy rate. No other warranty, express or implied,whether contained in materials provided or statements made by the Inbound Marketing Agency with respect to the quality, result, effectiveness or outcome of the work including any implied warranties of merchantability and fitness for a particular purpose and any warranty as to noninfringement, and any such additional warranties are hereby expressly disclaimed.

Customer’s sole remedy for a breach of the foregoing warranty is to require the Inbound Marketing Agents to correct or replace, at the Inbound Marketing Agents’ election, the affected service if the breach of warranty is made known to the Inbound Marketing Agents in writing within 3 months from the date the affected services were provided.

 

The Inbound Marketing Agency does not provide any warranty or guaranty with respect to third party software or hardware (Such as the software platform of any website) and accordingly, (a) The Inbound Marketing Agency has no responsibility to correct, or pay for the correction of, errors or problems arising from or caused by third party software or hardware, and (b) The Inbound Marketing Agency does not warrant that the service or operation of any web site will be uninterrupted, error-free, or completely secure.  Customer assumes all risks related to processing of transaction relation to electronic commerce.

 

LIMITATIONS OF LIABILITY:

In no event shall the Inbound Marketing Agency or any of its owners, officers or employees be liable to Customer, or anyone claiming by, through or under Customer, for any special, incidental, indirect or consequential damages whatsoever arising out of or resulting in any way, directly or indirectly, from the Work or the acts or omissions of the Inbound Marketing Agency’ employees or agents, whether or not any such losses or damages are caused by negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise. In no event shall the Inbound Marketing Agency be liable to Customer for negligence, professional errors or omissions, strict liability, breach of contract, breach of express or implied warranty or otherwise unless Customer provides the inbound Marketing Agency with written notice of the claim within three months of the date the service or deliverable was provided to Customer. The Inbound Marketing Agents liability for any claim relating to the Work shall be limited to the amount paid to the Inbound Marketing Agency by Customer pursuant to the Proposal.

FORCE MAJEURE:

The Inbound Marketing Agency is not liable for any failure to perform, or delay in performance, due to circumstances beyond its reasonable control, including but not limited to, riots, wars, fires, floods, explosions, strikes, acts of nature, and acts of government. If the Inbound Marketing Agency’s services are interrupted due to any such force majeure cause, Customer and the Inbound Marketing Agency shall negotiate a reasonable extension of time for the Inbound Marketing Agency performance and payment of any additional costs to be incurred by the Inbound Marketing Agency as a result thereof.

 

PERMISSIONS AND RELEASES:

The Customer agrees to indemnify and hold harmless the Inbound Marketing Agency against any and all claims, costs, and expenses, including attorney's fees, due to materials included in the work at the request of the Customer for which no copyright permission or previous release was requested or uses which exceed the uses allowed pursuant to a permission or release.

 

TERMINATION:

This agreement will remain in place until the Customer terminates this agreement with a 30 day notice. The Inbound Marketing Agency has the right to terminate this agreement with 30 days notice. In the event that Work is postponed or terminated at the request of the Customer, the Inbound Marketing Agency shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within fourteen days of the Customer written notification to stop work. In the event of termination, the Customer shall also pay any expenses incurred by the Inbound Marketing Agency (agreed in writing in advance) and the Inbound Marketing Agency shall own all rights to the Work. The Customer shall assume responsibility for all collection of legal fees necessitated by default in payment.

 

The Customer  and the Inbound Marketing Agency are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party.  Neither the Customer nor the Inbound Marketing Agency has any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.