Terms & Conditions

AGREEMENT between WEB 2 MAKE DESIGNERS Sole Trader (Agency, we or us), and (Client). As used in this Agreement, Client means a natural person or legal entity or institution (such as a corporation, limited liability company, firm, partnership or other entity recognised by law) who bought the Agency provision, uses or subscribes and receives the Services, together with such person or entity’s affiliates, subsidiaries, successors and assigns. THE SERVICES ARE OFFERED TO THE CLIENT ONLY UPON THE CONDITION THAT THE CLIENT ACCEPTS ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY RECEIVING OR USING ANY OF THE SERVICES, IN WHOLE OR PART, CLIENT AGREES TO ENTER INTO THIS AGREEMENT.

Application and entire agreement
— These Terms and Conditions apply to the provision of the Agency detailed in our Quotations or Services listed below.
— The Client is deemed to have accepted these Terms and Conditions when the Client accepts our quotation or from the date of any performance of the service (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
— The Client acknowledges that the Client has not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that The Client tries to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation
— A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
— The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

Services
— We warrant that we will use reasonable care and skill in our performance of the Service which will comply with our Service or the quotation, including any specification in all material respects. We can make any changes to the Service which are necessary to comply with any applicable law or safety requirement, and we will notify the Client if this is necessary.
— We will use our reasonable endeavours to complete the performance of the Service within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
— All of these Terms and Conditions apply to the supply of any information (or goods) as well as Services unless we specify otherwise.

The Client obligations
— The Client must obtain any permissions, consents, licences or otherwise that we need and must give us access to all relevant information, materials, properties and any other matters which we need to provide the Service.
— If the Client does not comply with the clause above, we can terminate the Service.
— We are not liable for any delay or failure to provide the Service if this is caused by the Client fails to comply with the provisions of this section (the Client obligations).

Fees
— The fees (Fees) for the Service are set out in the quotation or our fixed prices and are on a time and materials basis.
— In addition to the Fees, we can recover from the Client
a) reasonable incidental expenses including, but not limited to, travel expenses, hotel costs, subsistence and any associated expenses,
b) the cost of services provided by third parties and required by us for the performance of the Services, and
c) the cost of any materials required for the provision of the Services.
— The Client must pay us for any additional services (if we agree between us) provided by us that are not specified in the quotation following our then-current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of the clause above also apply to these additional services.
— The Fees are of any applicable VAT and other taxes which are imposed or charged by any competent authority.

Cancellation and amendment
— We can withdraw, cancel or amend a quotation if it has not been accepted by the Client, or if the Services have not started, within a period of 7 days from the date of the quotation, (unless the quotation has been withdrawn).
— Either We or the Client can cancel an order for any reason prior to the Client acceptance (or rejection) of the quotation.
— If the Client wants to amend any details of the Services, the Client must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to the Client.
— If due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify the Client immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment
— The Client may be asked to pay a 50% negotiable deposit.
— We will invoice The Client for payment of the Fees either:
— When we have completed the Services; or
— On the invoice dates set out in the quotation.
— The Client must pay the Fees due within 14 days of the date of our invoice or otherwise following any credit terms agreed between us.
— Time for payment shall be of the essence of the Contract.
— Without limiting any other right or remedy we have for statutory interest, if the Client does not pay within the period set out above, we will charge the Client interest at the rate of 2% per annum above the base lending rate of the Bank of England on the amount outstanding until payment is received in full.
— All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
— If the Client does not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with the Client.
— Receipts for payment will be issued by us only at the Client’s request.
— All payments must be made unless otherwise agreed in writing between us.

Sub-Contracting and assignment
— We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

— External Provisions. Both parties acknowledge and agree to the Google Adwords Policies currently located at:

https://support.google.com/adwordspolicy/answer/1316548?hl=en

and also to the Google Privacy Policy currently located at :

https://www.google.com/intl/en/policies/privacy/,

both of which are hereby incorporated by reference within this Agreement. The Client agrees that the Client’s consent herein shall also apply to any future successor policies published by Google covering substantially the same material. If either party does not agree with these external provisions, then their sole remedy shall be to exercise their rights under the termination clause of this Agreement.

— Both parties also acknowledge and agree that the Agency may use other third-party vendors, such as (without limitation) Facebook and Microsoft in the delivery of the Paid Advertising Services hereunder. The Client acknowledges that such third parties may require adherence by both parties to policies governing items such as prohibited content, prohibited practices, restricted content, editorial and technical quality standards, and privacy. When such third party policies apply to the delivery of the Paid Advertising Services hereunder, the Parties shall comply with such third party policies. To the extent such third party policies are required to be incorporated into this Agreement, they are hereby so incorporated.

— Third-Party Design (ArtWork). The Client may request the Agency to provide photographs, images, info-graphics, illustrations or other artwork in connection with the Agency provision of the Paid Advertising Services. To the extent that such photographs, images, info-graphics, illustrations or other artwork are sourced by the Agency from one or more third-party services and provided to the Client as part of the Paid Advertising Services, such items constitute Third Party Design here-under. The Agency cannot, and does not, guaranty that all Third Party Design is validly-licensed for the Clients intended or actual use. ACCORDINGLY, CLIENT ACKNOWLEDGES AND AGREES THAT IF CLIENT REQUESTS THE AGENCY TO INCLUDE THIRD PARTY ARTWORK AS A COMPONENT OF THE PAID ADVERTISING SERVICES, THE CLIENT ASSUMES ALL RISKS ASSOCIATED WITH CLIENTS USE OF THIRD-PARTY ARTWORK. THE CLIENT AGREES TO PERFORM WHATEVER DUE DILIGENCE CLIENT BELIEVES IS NECESSARY IN ORDER TO PERMIT TO USE THIRD-PARTY ARTWORK INCLUDED IN THE PAID ADVERTISING SERVICES (INCLUDING WITHOUT LIMITATION, OBTAINING AN INDEPENDENT LICENSE IN CLIENTS NAME TO USE SUCH THIRD PARTY ARTWORK). CLIENT HEREBY AGREES TO HOLD HARMLESS THE AGENCY, ITS AFFILIATES, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, SUCCESSORS AND PERMITTED ASSIGNS.

— The Client must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Client rights or obligations under these Terms and Conditions.

— Recording and Tracking of Calls. The Client agrees that the Client’s telephone conversations with customers or prospects, which occur as a result of the Paid Advertising Services may be recorded from time to time. The Client agrees that the Agency may collect, store, analyze, track and process call meta-data (such as phone numbers, IP addresses, dates and times) relating to such calls. Both parties agree that if the customer or prospect continues with the call, this constitutes the caller’s de-facto consent to the recording. For purposes of quality assurance, assessment of the effectiveness of its services, or all other lawful purposes, The Agency may, but is not obligated to, access and review all recorded call data.

— Copyright. Ownership of content generated by the Agency in connection with the Paid Advertising Services transfers from The Agency to Client only after payment in full by Client of all amounts applicable to such content if it is negotiated. The Agency Reporting System and any methods of optimisation disclosed by the Agency to the Client cannot be copied or used by the Client except as expressly contemplated by this Agreement in connection with the Paid Advertising Services, and any such right shall terminate upon termination of this Agreement unless expressly authorised in writing by the Agency. The Client acknowledges that, at the Agency expense, a domain name and advertising account with one or more third-party providers may be registered and hosted by third parties, with a website page or landing page approved by the Client and created by the Agency in furtherance of delivery of the Paid Advertising Services. Such domain, advertising account information and log-in password and credentials, together with all related advertising account and website content, shall remain the property of the Agency and shall not be transferable to the Client.

— The Client Data
a. The Client is responsible for providing the Agency with current and accurate data necessary for the Agency to provide the Services. As used herein, Data shall include, without limitation, clients website domain name and URL, the Clients business name, address, telephone number(s), facsimile number(s), e-mail addresses and e-mail address lists and related information, social media and website content subject matter, ideas and concepts, artwork, photographs, images and other materials or data submitted by the Client to the Agency to enable the Agency to provide the Paid Advertising Services hereunder. The Client hereby grants the Agency a non-exclusive, royalty-free, worldwide license during the term of this Agreement and all renewal terms to use, copy, display, modify and transmit the Data for purposes of providing the Paid Advertising Services.

b. Client represents and warrants to the Agency that:
– (a) the Client owns or has all requisite rights, licences and permissions to submit the Data to the Agency for the use contemplated by the Paid Advertising Services;

– (b) the use by the Agency of the Data to provide the Paid Advertising Services hereunder does not, and will not, infringe any intellectual property or other rights of any third party or the laws, rules, regulations, orders or treaties of any governmental authority or jurisdiction;

– (c) the Data does not, and will not, infringe upon any trademark, copyright, contract or property rights of any third parties and that Client has paid any and all royalties or other charges to be paid pursuant to the copyright law, any statute, order or other law, right or contract governing the Data;

– (d) the Data does not, and will not, contain any materials which are libellous, defamatory, obscene, or invades the rights of privacy or other rights of any individual;

– (e) the Client has all necessary power and authority to enter into and perform following this Agreement;

– (f) this Agreement is legal, valid, binding and enforceable against Client; and

– (g) neither the execution of, nor performance under, this Agreement by the Client violates or will violate any law, rule, regulation or order, or any agreement, document or instrument, binding on or applicable to the Client.

c. The Agency shall have the discretion to select individual words or phrases (Keywords) to be used in the Advertising Services. If the Client requests the use of certain Keywords, the Agency will exercise reasonable efforts to employ such Keywords within the scope of the Paid Advertising Services. The Agency shall not be liable to the Client or third parties in the event Client requests the Agency to use Keywords comprised of trademarks or other protected intellectual property of such third parties (such as competitors). The Agency may (but shall have no obligation to), from time to time, remove from Client’s campaign, or suspend the use of, Keywords which the Agency determines, in its sole and absolute discretion may interfere with third party intellectual property rights.

d. While the Agency may use the Client’s customer lists or customer information for purposes of providing the Services, the Agency does not sell or distribute to third parties Client’s customer lists or aggregated customer information.

e. In the course of providing the Services, the Agency may collect information concerning third parties (such as e-mail addresses, name and other contact information submitted by third parties in reviews) or information concerning third parties provided by Client (such as e-mail addresses and other information about customers and prospects). The Client acknowledges that all such information, whether collected by the Agency from third parties or provided by Client to the Agency, may be used by the Agency across one or more platforms to perform the Services, including future plans and services not currently provided by the Agency but made available to the Client at a future time.

1. Appointment
The Client appoints the Agency as Clients [exclusive] advertising agency in connection with the products and/or services of the Client described in Schedule 1, attached hereto, for a term (Term) as hereinafter provided.

2. Scope of Advertising Services
The Agency will provide the Client with the Advertising Services provided in Schedule 2, attached hereto. Should the Client request the Agency to perform additional services beyond what is provided in Schedule 2, the Agency and the Client will negotiate in good faith with respect to the terms, conditions, and compensation for such additional services.

Any agreement for additional services will be outlined in writing and considered an addendum to this Agreement.

3. Ownership in connection with Web Design & Development, Brand & Graphic Design
All designs, campaigns, trademarks, service marks, slogans, artwork, written materials (content), drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the Product) produced by Agency are the property of the Client provided:
(1) such Product is accepted in writing by the Client within one month of being proposed by the Agency; and
(2) The Client pays all fees and costs associated with creating and, where applicable, producing such Product. The Product that does not meet the two foregoing conditions shall remain the Agency’s property.

Notwithstanding the foregoing, it is understood that the Agency may, on occasion, licence materials from third parties for inclusion in Product. In such circumstances, ownership of such licenced materials remains with the licensor after the term of the license. In such instances, The Client agrees that it remains bound by the terms of such licenses.
Agency will keep the Client informed of any such limitations.

4. Term
The term of this Agreement shall commence on the date provided in Schedule 1 (Commencement Date) and shall continue until terminated by either party upon ten (10) days prior written notice (Notice Period), provided that this Agreement may not be terminated effective prior to the expiration of twelve (12) months from the Commencement Date. The Client can cancel this Agreement at any time.

– Notice shall be deemed given on the day of mailing or, in case of notice by telegram, on the day it is deposited with the telegraph company for transmission. During the Notice Period, the Agency’s rights, duties, and responsibilities shall continue.

Upon termination, the Agency will transfer and/or assign to the Client:
(1) all Products in Agency’s possession or control belonging to the Client, subject, however, to any rights of third parties; and

(2) all contracts with third parties, including advertising media or others, upon being duly released by the Client and any such third party from any further obligations. The Client recognises that the Agency is a signatory to certain union agreements covering talent used in broadcast materials, which generally cannot be assigned except to signatories to such collective bargaining agreements governing the services rendered by such talent.

5. Online User Accounts
If the Client is the owner of an account on this website, the Client is solely responsible for maintaining the confidentiality of the Client private user details (username and password). The Client is responsible for all activities that occur under the Client account or password. We reserve all rights to terminate accounts, edit or remove content and cancel orders in their sole discretion.

Use of the services as a registered user and formation of a contract with the Agency
– The Client may use the Services as a Registered User if the Client register – the details with following the instructions set out on the Website and by creating an Account.

– The Client is only allowed to have one Account. The Client is not allowed to create multiple Registered User profiles for the same individual or business.

– The Client consent to verification and security procedures being conducted in respect of such information and warrant that the Client shall promptly notify the Agency in the event of any changes to such information provided.

– Having processed the information the Client has provided and/or the payment of the Charges for the relevant Service, an Account is automatically created (Account). The Client will receive an email from us acknowledging that we have received The Client submission for an Account (Confirmation Email). The Confirmation Email shall also include instructions on how the Client may access The Client Account with us.

– The Client payment of the Charges constitutes an offer. All orders are subject to acceptance by us and we shall confirm such acceptance to the Client by sending an email acknowledging that we have received the Client order to purchase a Service, which will contain certain information including payment and confirmation of access to the Service (Purchase Confirmation Email). The Client contract with us for the purchase of a Service shall be formed by sending the Client the Purchase Confirmation Email.

– If The Client subscribes for a Subscription Service, The Client Subscription Service shall automatically renew on the same date of each month. To automatically renew the Client Subscription Service,

— For our paid services: If The Client debit or credit card or PayPal details have changed since the Client’s last use on the Website, The Agency may not be able to automatically renew the Client Subscription Service.

— Termination of Subscription. If the Client wishes to terminate the Client Subscription Service all Charges until the moment shall be non-refundable for any reason whatsoever.

– The Client shall provide to the Agency all correct, accurate and complete information necessary for the Agency to provide the Client with the Services. The Client shall inform the Agency immediately if any information that the Client has provided to the Agency is incomplete, has changed or is inaccurate.

– Each contract between the Client and us relates only to the Services which have been confirmed in the Confirmation Email. We shall not be obliged to supply the Client with any other Services which have not been set out in the Confirmation Email.

– As a Registered User, the Client shall keep the Client registration details for the Services confidential and secure. Without prejudice to the other rights and remedies of the Agency, we reserves the right to promptly disable the Client Registered User Login Details and suspend the Client access to and use of the Services and/or the Website as a Registered User in the event the Agency has any reason to believe that the Client has breached any of the provisions set out herein.

6. Subscriber or User obligations
– As a Subscriber or User, the Client is solely responsible and liable for all activities on the Website and the purchase of the Services made using the Client Account.

– The Client shall promptly notify the Agency in the event of a breach of security or any unauthorised use of The Client Account via email.

– If the Client is using the Website as a Subscriber or User, the Client shall not submit to appear on the Agency Blog any Subscriber or User Submission that may reasonably be deemed to be offensive, illegal, inappropriate or in any way:
— promote racism, bigotry, hatred or physical harm of any kind against any group or individual;

— harass or advocate harassment of another person;

— display pornographic or sexually explicit material;

— promote any conduct that is abusive, threatening, obscene, defamatory or libellous;

— promote any illegal activities;

— provide instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;

— promote or contain information that the Client know or believe to be inaccurate, false or misleading;

— engage in the promotion of contests, sweepstakes, and pyramid schemes, without the prior written consent of the Agency; or

— infringe any intellectual property rights or any other proprietary rights of any third party.

– If the Client thinks that the Subscriber or User Submissions available on the Website is objectionable, The Client is advised to contact the Agency using the contact details set out on the Website. The Agency shall use its reasonable endeavours to review the relevant Subscriber or User Submission as soon as it is practicable and shall take such action as it deems necessary if any.

– The Client further agrees that at all times whether the Client is a Registered User or subscribed, The Client shall:

— not use the Client Login Details and/or Account with the intent of impersonating another person;

— not allow any other person to use the Client Login Details and/or Account;

— not use the information presented on the Website and/or through the Client use of the Services for any purposes other than those expressly set out in these Terms;

— not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using the Services and the Website or in respect of the network;

— not use the Website and/or the Services, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties;

— not use the Website and/or the Services to commit a criminal act or to cause nuisance or annoyance or inconvenience to or to harass others;

— not use any information obtained using the Services and/or the Website otherwise than following these Terms;

— comply with all instructions and policies by the Agency in respect of the Website and the Client use of the Services;

— co-operate with any reasonable security or other checks or requests for information made by the Agency from time to time. If the Agency receives limited or no response to its request, it reserves the right, upon reasonable notice to suspend and/or terminate the Client access to the Services; and

— use the information made available to the Client using the Services and on the Website at the Client own risk.

– The Agency reserves the right at its sole and absolute discretion and for any reason to refuse access to the Website and use of the Services, to the Client and in the case of illegal use, to instigate legal proceedings as appropriate. If the Agency does refuse and/or is unable to provide the Client with the Services, the Agency shall contact the Client using the email address registered to the Client Account.

7. Communications
The entire communication with us is electronic. Every time the Client send us an email or visit our website, the Client is going to be communicating with us. The Client hereby consents to receive communications from us. If the Client subscribes to the news on our website, the Client is going to receive regular emails from us. We will continue to communicate with the Client by posting news and notices on our website and by sending the Client emails. The Client also agrees that all notices, disclosures, agreements and other communications we provide to the Client electronically meet the legal requirements that such communications be in writing.

8. Comments, Reviews, and Emails
Visitors may post content as long as it is not obscene, illegal, defamatory, threatening, infringing

9. Compensation and Billing Procedure
The Agency will be compensated and the Client will be billed as provided in Schedule 3, attached hereto.

10. Confidentiality and Safeguard of Property
The Client and the Agency respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each others products, business, customers, clients, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. The Agency and the Client will take reasonable precautions to safeguard the property of the other entrusted to it, but in the absence of negligence or willful disregard, neither the Agency nor the Client will be responsible for any loss or damage.

The Client acknowledges and agrees that the Agency may share information about the Agency’s customers and basic information about Client’s listing and statistical summary data with prospective customers to market the Agency’s services. The terms of this Agreement, along with the Agency’s pricing, software and technical documentation related to the Services shall be deemed Confidential Information regardless of any lack of designation.

11. Indemnities
The Agency agrees to indemnify and hold the Client harmless with respect to any claims or actions by third parties against the Client based upon material prepared by the Agency, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by the Client to the Agency.

The Client agrees to indemnify and hold the Agency harmless concerning any claims or actions by third parties against the Agency based upon materials furnished by the Client or where material created by the Agency is substantially changed by the Client. Information or data obtained by the Agency from the Client to substantiate claims made in advertising shall be deemed to be materials furnished by the Client. The Client further agrees to indemnify and hold Agency harmless concerning any death or personal injury claims or actions arising from the use of the Client’s products or services.

12. Commitments to Third Parties
All purchases of media, production costs, and engagement of talent will be subject to the Client’s prior approval. The Client reserves the right to cancel any such authorization, whereupon the Agency will take all appropriate steps to effect such cancellation, provided that the Client will hold the Agency harmless concerning any costs incurred by the Agency as a result. If at any time the Agency obtains a discount or rebates from any supplier in connection with the Agency’s rendition of services to the Client, the Agency will not credit the Client or remit to the Client such discount or rebate.

For all media purchased by the Agency on the Client’s behalf, the Client agrees that the Agency shall be held solely liable for payments only to the extent proceeds have cleared from the Client to the Agency for such media purchase; otherwise, the Client agrees to be solely liable to media (Sequential Liability). The Agency will use its best efforts to obtain agreement by media to Sequential Liability.

13. Amendments
Any amendments to this Agreement must be in writing and signed by the Agency and the Client.

14. Notices
Any notice shall be deemed given on the day of mailing or, if notice is by telegram, e-mail, or fax, on the next day following the day notice is deposited with the telegraph company for transmission, or e-mailed or faxed.

15. Changes.
The Agency reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is the Client’s responsibility to check this Agreement periodically for changes. The Client continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. The Agency may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

16. Law and jurisdiction
This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

==========

Schedule 1: Services Assigned to Agency

Website Design and Ad Design Work
• Once the proposal has been agreed, a design ‘start date’ and ‘completion date‘ will be provided along with a timeline of the work to be completed.

• We will provide the Client with a Schedule of Works which outlines when the Client will receive the first VERSION of the web site which contains – ‘how it looks and how the Client feels it‘ and the final VERSION of the website. We require any changes/amendments in one WORD document no longer than 3 days after the Client received the first VERSION (or next VERSIONS) and no longer than 3 days after the Client receive the final VERSION of the website. Should there be additional changes not outlined on the WORD documents there could be additional charges for the client.

• Once the ‘VERSION’ of the website has been designed and agreed by the Client, if the Client decides to make changes to this aspect of the website, there may be additional charges.

• The content and feedback for the website are to be delivered by the Client at the agreed time. If the Client needs more time than the original agreement, the project can be put back, but the agreed payment will be made after the project starts.

• Any additional fees such as images or content writing will be quoted and agreed separately.

• Our standard payment terms are that we require a deposit of 50% before the commencement of the work. Then the balance is required before the website being launched or at the end of the project completion (or sooner).

• Website design does NOT include search engine optimisation (SEO).

• Our Standart Fee £50 per ONE PAGE (include standard A4 format text with 2 images and up to 5 links). The Client can order a minimum of 3 pages (for ex: about us, services/products, contact us). The price does not include Graphic Design or Editing images.

• Get a Quote for additional work.

• Our standard payment terms for website updates is that we require full payment for Ad Design or projects if it is £250 or less. This is to be paid before we start work. Over £250 we will require a deposit of 50% prior before the commencement of the work. Then the balance is required, as agreed on the proposal date, and before launch.

*******

Graphic Design
• The time allowed for the design, and the number of changes included in the design, will be outlined in the proposal.

• Once the proposal has been agreed, a design ‘start date’ and completion date will be provided.

• We will provide the Client with a Schedule of Works which outlines when the Client will receive the first VERSION of the GRAPHIC DESIGN which contains – ‘how it looks and how the Client feels it‘ and the final VERSION of the GRAPHIC DESIGN. We require any changes/amendments in one WORD document no longer than 3 days after the Client received the first VERSION (or next VERSIONS) and no longer than 3 days after the Client receive the final VERSION of the website. Should there be additional changes not outlined on the WORD documents there could be additional charges for the client.

• Once the ‘VERSION’ of the GRAPHIC DESIGN has been designed and agreed by the Client, if the Client decides to make changes to this aspect of the GRAPHIC DESIGN, there may be additional charges.

• Any additional fees such as logo design, editing images will be quoted and agreed separately.

• The content (images) and feedback for the GRAPHIC DESIGN are to be delivered by the Client on the agreed time. If the Client needs more time than the original agreement, the project can be put back, but the agreed payment will be made after the project starts.

• If the Client needs more time than the original agreement, the project can be put back, but the agreed payment will be due on the original completion date.

• Our standard payment terms are that we require full payment of the graphic design project if it is £250 or less. This is to be paid before we start work. Over £250 we will require a deposit of 50% before the commencement of the work. Then the balance is required, as agreed on the – proposal date, or before graphic design be completed.

Cancellation for Web Design, Ad Design, and Graphic Design
• Either party may suspend/terminate a graphic design project at any point.

• There will be no refund if cancellation takes place.

*******

Domain Name Registration/Renewals
• Researches for Domain Name availability will be made by Client or by Agency (additional charges may take place if made by Agency)

• Domain names purchased through The Agency will be registered in the Client’s name or Company name.

• the Client will need to provide full personal or company details.

• Prices will be quoted on a ‘per domain name’ basis.

• Payment for domain names is required before they are secured on the Client’s behalf.

• The Client will be sent an invoice for the registration or renewal by the registration company of the Client’s domain name. If the Client does not pay the invoice on time, the Client’s domain may expire and someone else can take it.

• If the Client changes the Client email or contact details it is the Client’s responsibility to notify the registration company.

• The Agency takes no responsibility for any loss of business due to the non-payment of an invoice for whatever reason.

*******

Hosting (Website, Emails)
• Website hosting and email hosting plans will be agreed in the proposal.

• The hosting fee covers website hosting and email hosting. It is the same charge for one or both services.

• The hosting fee is to be paid monthly, quarterly on the first of the month or annually. The Client should take responsibility for such charges.

• the Client must set up a standing order to pay the regular hosting fee.

• If payments are not received on time, the HOSTING COMPANY has the right to switch off the hosting account.

• There is a reactivation fee in some HOSTING COMPANY if the account gets switched off. This fee is to be paid before the account is reactivated by the Client.

• The Agency takes no responsibility for any loss of business due to an account being switched off.

• Any HOSTING purchased through The Agency will be registered in the Client name or Company name.

• The Client will need to provide full personal or company details.

• Prices will be quoted on a ‘ONE-HOSTING’ basis by the hosting company.

• Payment for HOSTING is required before they are secured on the Client’s behalf.

• The Client will be sent an invoice for the registration or renewal by the HOSTING company. If the Client does not pay the invoice on time, the HOSTING may expire.

• If the Client changes the email or contact details it is the Client responsibility to notify the HOSTING company.

• The Agency takes no responsibility for any loss of business due to downtime of a website or emails through third-party hosting.

• There are different levels of SSL Certificate, once the agreed SSL certificate has been decided on, an invoice will be produced. The invoice is to be paid before the SSL Certificate is purchased.

Cancellation
• Either party may suspend/terminate a hosting agreement dealing directly with the HOSTING COMPANY following the receipt of 30 days written notice or terms and conditions of the hosting company.

• It is up to the Client to cancel the standing order.

Social Media Advertisement & Management (Facebook Ads, Instagram Ads) and social content generation services (including content generation, distribution, and campaign optimization)

Once the proposal, setup fee of £100 has been agreed, the Agency will produce an invoice.

The setup fee includes Creating Facebook Business Page (Facebook Presentation) with five posts (all contents of the posts are responsible to the Client).

In addition once the proposal, monthly management fee has been agreed (the Agency fees are £50 per hour). The Agency will keep within the agreed hours on the Client monthly Social Media Advertisement package. The Agency will produce an invoice.

As soon as the invoice has been paid, the work will be booked into our work schedule and we agree to keep to the times which we have all agreed.

Payment for setup fees to THIRD PARTY (such as Facebook where applicable) will be in advance of the campaign being activated, therefore no research, setting up or advertising will happen until the point of payment.

Payment for the monthly management fees will be invoiced before the 1st day of each month and payment is due on the 1st of each month for the work we will be covering in the following month. After 3 months we require a standing order to be set up by the Client.

Failure to make payment within the agreed time-frame will lead to the Facebook campaign being paused and/or work being removed. The Agency reserves the right to suspend a campaign following the non-payment of fees.

This is a month-by-month account. If the Client decides the stop the campaign at any time throughout the month (if the Client has too much work, too busy), the Client will not be able to carry a credit through to the following month.

The Agency will add the Client bank account details to the Facebook Ads account; this is for the per click budget.

The Agency is responsible for ensuring the Facebook spend does not go over any more than 15% of the agreed Facebook budget.

The Client will receive monthly reports for the work.

The Facebook account remains the property of the Agency unless otherwise agreed.

We do not receive any payment or commission from Facebook or any other third party we use.

Cancellation

Either party may suspend/terminate this agreement following the receipt of 30 days’ written notice.

It is down to the Client to cancel the standing order.

*******

Google Ads
Once the proposal, setup fee, and monthly management fee have been agreed, The Agency will produce an invoice.

The setup fee of £100 which includes Creating Google Ads Account, selecting proper Keywords for the Client’s business and Google Ads optimizations.

In addition once the proposal, monthly management fee has been agreed (the Agency fees are £50 per hour). The Agency will keep within the agreed hours on the Client monthly Google Ads package. The Agency will produce an invoice.

As soon as the invoice has been paid, the work will be booked into our work schedule and we agree to keep to the times which we have all agreed.

Payment for setup fees (where applicable) will be in advance of the campaign being activated, therefore no research, setting up or advertising will happen until the point of payment.

Payment for the monthly management fees will be invoiced before the 1st day of each month and payment is due on the 1st of each month for the work we will be covering in the following month. After 3 months we require a standing order to be set up by the Client.

Failure to make payment within the agreed time-frame will lead to campaigns being paused and/or work being removed. The Agency reserves the right to suspend a campaign following the non-payment of fees.

This is a month-by-month account. If the Client decides the stop the campaign at any time throughout the month (if the Client has too much work), The Client will not be able to carry a credit through to the following month.

The Agency will add the Client bank account details to the Google Ads account; this is for the per click budget.

The Agency is responsible for ensuring the Google Ads spend does not go over any more than 15% of the agreed Google Ads budget.

The Client will receive monthly reports for the work.

The Google Ads account remains the property of the Agency unless otherwise agreed.

We do not receive any payment or commission from Google or any other search engine.

*******

Search Engine Optimisation (Google Maps, Google My Business, and Local SEO)

The Agency will implement Local SEO techniques into the Client websites – such as creating Google Maps Listing and Google My Business Website.

Once the proposal, setup fee of £300 has been agreed, The Agency will produce an invoice.

In addition once the proposal, monthly management fee has been agreed, The Agency will produce an invoice for monthly ongoing payments.

As soon as the deposit of 50% or full invoices have been paid, the work will be booked into our work schedule and we agree to keep to the times which we have all agreed.

Payments to THIRD PARTY setup fees (where applicable) will be in advance of the campaign being activated, therefore no research, setting up or advertising will happen until the point of payment.

Payment for the monthly management fees will be invoiced before the 1st day of each month and payment is due on the 1st of each month for the work we will be covering in the following month. After 3 months we require a standing order to be set up by the Client.

Failure to make payment within the agreed time-frame will lead to an SEO campaign being paused and/or work being removed. The Agency reserves the right to suspend a campaign following the non-payment of fees.

This is a month-by-month account. If the Client decides to stop our SEO work at any time throughout the month, the Client will not be able to carry a credit through to the following month.

There are some promotions from time to time for the benefits of the Client.

*******

Local SEO Monthly Reputation Management (Agreement Overview)

The Agency will implement Local SEO techniques into the Client websites such as maintaining Google Maps Listing and creating Google My Business UPDATES (dealing with Google My Business posts, reviews and other relevant information for the customer’s satisfaction called “Service“) and another external Local SEO tools. This will be updated products/services information for the Client customers, targeting keywords and locations agreed on the proposal.

In consideration of the promises of the Client set forth herein (including without limitation Client’s payment of the consideration for the Services as herein provided), The Agency will provide the Client with local search marketing (including post updates, product, and services updates, review marketing, and reputation management) services;

– Authorization. The Agency will provide the Services to the Client on a month-to-month basis (each month during which Services are provided to Client hereunder is referred to herein as a “Subscription Period”). A one-time setup fee and the first Subscription Period installment payment is due to the Agency on sign-up via credit card payment. Installment payment amounts are subsequently billed and collected for the upcoming Subscription Period as provided herein.

– Client authorises The Agency to act on the Client’s behalf as the Client’s local search marketing provider during the initial Subscription Period and all renewal Subscription Periods, concerning all Services provided by the Agency here-under. Such authorisation includes the right to post, publish and edit Client’s Google Web Business profile information and Internet and social media advertisements and (where elected by Client) to post content to such profiles or advertisements.

– Copyright. Ownership of content generated by the Agency in connection with the Services transfers from the Agency to the Client (where permitted by third party licencing arrangements) only after payment in full by the Client of all invoices applicable to such content. The Agency’s Reveal portal and any methods of optimization disclosed by the Agency to the Client cannot be copied or used by the Client except as expressly contemplated by this Agreement in connection with the Services, and any such right shall terminate upon termination of this Agreement unless expressly authorised in writing by the Agency. The Client acknowledges that, at the Agency’s expense, all accounts (including in THIRD-PARTY websites) and sometimes a domain name may be registered and hosted with a micro-site created for Client in furtherance of delivery of the Services hereunder. All accounts the micro-site and related domain are integrated into the Agency’s proprietary digital marketing system and shall remain the property of the Agency and shall not be transferable to the Client.
Payment options:
– Option 1: The Agency provides the Content – first 3 months £60 per month after that £85 ongoing payments
– Option 2: The Client provides the Content – first 3 months £35 per month after that £70 ongoing payments

– Extra work: Agency Hourly based fees are £70 per hour. The Agency will keep within the agreed hours on the Client monthly SEO management package.

– All Fees and Payments. As consideration for the Services, the Client agrees to pay a one-time setup fee and the periodic subscription fees associated with the Services requested by Client and identified during the sign-up process. Subscription fees are subject to modification by the Agency at any time.

Credit Card must pre-pay for at least one-month Service in advance and will be billed monthly in advance of the Service being provided after the conclusion of the applicable pre-payment period.

Failure by the Client to maintain valid and current payment arrangements with the Agency may result in interruption or cancellation of the Service. Such interruption does not relieve the Client of the obligation to pay for Service already provided to the Client by the Agency.

Due to the nature of the Services, all sales for each periodic Subscription Period are non-refundable. The Agency is authorised to charge the subscription renewal fee for the upcoming Subscription Period Services to the credit card account provided to the Agency by Client. The Client may change its billing information on written notice to the Agency. Invoices, where requested by the Client, shall be delivered solely by e-mail to the Client’s e-mail notice address provided to the Agency during the sign-up process.

The Agency is responsible for increasing traffic to the Client website.

The Agency is not responsible for sales.

The Agency cannot give any guarantees for a specific result on any search engine. Advertising online is an unpredictable market place and the Agency can give no guaranteed positioning using SEO.

If necessary the Agency must have the ability to optimise the structure and content of the Client web pages; if the website is too old or out of date the SEO will not work well.

If necessary the Agency will need full access to CPanel or login information (FTP username and password) to allow us to gain access to the Client website. The Agency will maintain the confidentiality of log-in information.

It is agreed that the Client will not change or implement any own SEO techniques while the Agency is working with the Client.

The Client is not entitled to any credits, rebates, discounts (volume or otherwise) or refunds provided to the Agency by any THIRD PARTY online search providers.

Cancellations
Either party may suspend/terminate this agreement following the receipt of 30 days written notice:
– It is down to the Client to cancel the standing order.
– If over-payments are made (for whatever reason) the Agency will only refund one payment.

(a) By the Client. This Agreement and any renewal subscription arising hereunder may be terminated by the Client by delivery to the Agency of Client’s intention not to renew prior to the end of the current Subscription Period. Any termination notice received later than the end of the current Subscription Period shall be effective immediately following the next applicable Subscription Period.

(b) By the Agency. The Agency may terminate this Agreement and/or suspend all or any portion of the Services at any time, without notice to the Client, in the event the Client fails to maintain valid payment information with the Agency, or if the Client fails to pay for the Services. The Agency may terminate this Agreement on at least 30-days written notice to the Client if the Agency should determine that it will cease providing the same type of Services to all other eligible Clients that were receiving such Services as the Client.

The Agency may also decline to provide the Services, cancel the Services or to discontinue processing any subscription for Services not yet performed, at any time, and from time to time, in the Agency’s sole and absolute discretion, if the Agency determines in good faith that Client’s business practices:
– (i) is illegal, immoral, unethical or reasonably likely to expose the Agency or its affiliates to potential criminal, administrative or civil liability,
– (ii) may result in damage to the Agency’s reputation or image; or
– (iii) present any other issue or concern which the Agency determines in good faith constitutes grounds for such termination. If the Agency exercises such right to decline or cancel the Services, the Agency will provide written notice to the Client of such exercise and will refund to the Client the un-earned portion of any deposits or subscription payments previously paid by the Client in the immediately-preceding subscription period, within thirty (30) days after issuing such notice. Upon cancellation of the Services, the Agency shall have no further duties or responsibilities except as expressly set forth herein regarding the post-termination responsibilities of the parties.

(c) Bankruptcy, etc. Either party may terminate this Agreement immediately in the event that the other party becomes insolvent, or the other party makes an assignment for the benefit of creditors, or the other party does not pay its debts as they become due or admits its inability to pay its debts when due, or the other party files or has filed against it a petition under any provisions of the Bankruptcy Act or an application for a receiver, trustee or custodian is made with respect to such Party.

(d) Duties on Termination. Upon any termination of this Agreement for any reason, the Client shall:
– (i) discontinue any use, retention, display or distribution of any of the work product or materials provided to the Client by the Agency hereunder for which ownership has not passed to Client;
– (ii) discontinue all use of the Agency’s trademarks, together with all other software of intellectual property owned or licensed by the Agency (including Reveal);
– (iii) delete from all storage servers and devices all work product or materials received under this Agreement for which title has not passed to the Client, and
– (iv) discontinue its use of all Third-Party Software if required by the licence agreements about the same.

Upon termination of this Agreement, the Agency shall exercise reasonable efforts to return to the Client, delete or destroy (in the Agency’s sole and absolute discretion) all Client Data (defined herein) provided by the Client in connection with the Services. Due to the impracticability of removal of content from social media forums, content posted by the Agency on Client’s behalf during the term of this Agreement on social media forums, blogs or other electronic services may continue after termination of this Agreement, without the necessity of deletion or discontinuation by the Agency. The Agency will exercise reasonable efforts to provide the Client, with the Client’s written request, therefore, with a user name and password access to third party social media and other electronic accounts established on behalf of the Client by the Agency. The Agency reserves the right to discontinue any blog posts displaying Client’s social media content after termination of this Agreement.

==========

Schedule 2: Commencement Date and Scope of Services

I. Commencement Date (or Start Date): [supply via the first email of acceptance of T&C]

II. Scope of Services
A. Study Clients products or services;

B. Analyse Clients present and potential markets;

C. Create, prepare, and submit to Client for approval, advertising ideas and programs;

D. Employ on the Clients behalf, Agency’s knowledge of available media and means that can be profitably used to advertise the Client’s products or services;

E. Prepare and submit to the Client for approval, estimates of costs of recommended advertising programs;

F. Write, design, illustrate, or otherwise prepare Clients advertisements, including commercials to be broadcast, or other appropriate forms of Clients message;

G. Order space, time, or other means to be used for Clients advertising, endeavoring to secure the most advantageous rates available;

H. Properly incorporate the message in mechanical or other form and forward it with proper instructions for the fulfillment of the order;

I. Check and verify insertions, displays, broadcasts, or other means used, to such degree as is usually performed by advertising agencies; and

J. Audit invoices for space, time, material preparation, and services.

– The Client acknowledges that the Agency provides other Services to its Clients, such as other paid advertising services and web design and development services. Such other services, if applicable to the Client, are covered by separate terms of service agreements between the Agency and the Client and are not covered by this Agreement.

=========

Schedule 3: Compensation and Billing Procedures

I. Compensation
A. The Client will pay a [One-off] payment for some of the Services and [Ongoing Monthly Fees] payments for the other (depending on the service).
– One-Off Fee in consideration of the advertising services performed by the Agency.
– Ongoing Monthly Fees in consideration of the advertising services performed by the Agency.

Such fee shall be deemed a nonrefundable advance against commissions to be received by the Agency as follows:
(1) On all media purchased, the Agency shall bill the Client at the published rates, or quotation or negotiated rates, as may be applicable. If no agency commission, or less than 15 percent (15%) agency commission (the Commission Rate), is granted or allowed on any such purchases, Client agrees that Agency may invoice Client an amount which, after deduction of Agency cost, will yield Agency the aforesaid Commission Rate of such amount as Agency commission. During the Notice Period following notice of termination, the Agency will be entitled to commissions on all orders of advertising in print media whose published closing dates fall within the Notice Period and of broadcast media where the air dates fall within the Notice Period, regardless of who may place such orders.

(2) Concerning the engagement of talent, the Agency shall bill the Client the authorised engagement rate, plus any taxes, insurance, pension, and health fund contributions, etc. applicable thereto, plus an amount which, after deduction of the Agency cost, will yield the Agency Commission Rate on such amount as the Agency commission.

(3) On broadcast production, artwork, engravings, type compositions, and all art and mechanical expenses incurred by the Agency according to the Client authorisation, the Agency shall invoice the Client an amount which, after deduction of the Agency cost, will yield the Agency Commission Rate on such amount as the Agency commission.

(4) Advances against commissions will be reconciled against commissions received on a (monthly, quarter-annual, or other) basis. The Agency will issue the appropriate credit or debit invoices.

B. The Client agrees to reimburse the Agency for such cash outlays as the Agency may incur, such as forwarding and mailing, telephoning, telegraphing, and travel, in connection with services rendered concerning the Client account (if negotiable).

II. Billing and Payment Procedures
A. The Agency will invoice the Client for all media and third-party costs sufficiently in advance of the due date to permit payment by the Client to the Agency to take advantage of all available cash discounts or rebates.

B. The cost of production materials and services shall be billed by the Agency upon completion of the production work, or upon receipt of the supplier, invoice prior thereto.

C. On all outside purchases other than for media, the Agency will attach to the invoice proof of billed charges from suppliers.

D. All invoices shall be rendered on the completion of the work or about the first day of each month and will be payable the tenth day of the month.

E. Invoices shall be submitted in a description format. Interest will be charged on late overdue invoices at a rate of 2 percent (2%) per annum above the normal rate, or the maximum permitted by law, whichever is less.