These terms and conditions (“T&Cs”) apply to all dealings between:
1. Gemma Moss (Sole trader, T/A Paw Print Design), (the “Company”) registered office Ferlys House, Cheltenham, GL50 3BP United Kingdom.
2. You, and/or Your Company, (the “Client”).
The Company provides its services to you, the Client, subject to these terms and conditions.
By using the Service and placing an order with the Company, you accept and enter into a legally binding contract based on these terms and conditions and any variations made from time to time by the Company. You will be asked to confirm that you have read and accepted these terms and conditions, including any changes, each time you place an order.
1. Provision of the Service
1.1 This Contract sets out the terms on which the Company will provide the Service to the Client. The Service consists of web design and related services which may include any or all of the elements in clause 3 below.
1.2 The Company shall provide the Service as detailed via e-mail and/or in a written specification. In the event of any conflict between these T&Cs and any such specification, these T&Cs will prevail.
1.3 The Company shall provide the Service with the skill and care and diligence to be reasonably expected of a competent contractor providing services of the type, size and scope of the Service. This clause is subject to clause 6.9.
2. Client’s Rights and Obligations
The Client hereby agrees:
2.1 where the Company provides advice or instructions relevant to the provision of the Service, to ensure that the Client fully understands such instructions and asks for clarification if necessary, and to follow all such advice or instructions precisely. The Company accepts no responsibility for any consequences of incorrectly followed advice or instructions;
2.2 to report any problem with the Service to the following email address: email@example.com as soon as it becomes aware of the problem, giving full details, dates and times. The Company will endeavour to resolve the problem to the Client’s satisfaction;
2.3 and acknowledges that changes to the written specification or the Client’s requirements must be communicated to the Company in writing and will be subject to charges in accordance with the Company’s price list. This includes without limitation additional requirements, reduction of delivery time and other similar requests;
2.4 to allow the Company, for the purposes of these T&Cs:
2.4.1 access or contact with the Webmaster to make adjustments to the website.
2.5 and acknowledges that search engine rankings and algorithm changes and website traffic numbers are created, modified, recorded and published at the discretion of Google, Bing, Yahoo or the relevant third-party entity, and that these factors are outside of the control of the Company.
3. The Specification
3.1 The Service may include some or all of the following components, provided on a monthly basis:
3.1.1 initial design and mockups, and discussion thereof with the Client;
3.1.2 website design, development, programming and hosting;
3.1.3 keyword research, and search engine optimisation;
3.1.4 on-page optimization, which may include changing page titles, meta tags, header tags, adding a blog, content analysis and/or content writing;
3.1.5 off-page optimization, which may include one-way link building, social bookmarking, article and press release writing, and/or participation in social media;
3.1.6 social media management, including the setup and management of facebook, twitter and other social networks;
3.2 Notwithstanding the above, the Company reserves the right in its sole discretion to begin or cease carrying out any of the above activities from time to time.
3.3 The Company will review the deliverables for monthly campaigns periodically and reserves the right to change them, without notice, in response to what it considers will generate optimum results.
4.1 The Price for the Service shall be set out in the written specification and/or invoices.
4.2 Payment method shall be via standing order only.
4.3 Payment is due in advance upon receipt of invoice, unless specifically confirmed otherwise in writing.
4.4 The Company reserves the right to charge interest at the rate of 8% above the Bank of England base rate on any payments not received by the due date.
4.5 Failure to pay any invoice in full within 45 days of the invoice date shall result in external collection agencies being assigned to the Client’s account. All costs incurred in this process will be added to the invoice and payable by the client.
4.6 The Company will be entitled to cancel and/or suspend the Service if any payment is not made on the due date by the Customer. For the avoidance of doubt, no reduction in the Price shall apply to any such period of suspension or cancellation of the Service.
4.7 The Customer shall have no right of set-off or to withhold payment or deduct any amount due under this Contract for any reason whatsoever.
4.8 No refunds of or reductions in the Price will be given for any reason or under any circumstances whatsoever, unless the Company in its sole discretion agrees to do so.
4.4 The Company reserves the right to vary the Price on giving not less than 30 days’ notice in writing to the Customer.
5.1 The Company reserves the right to terminate this Contract at any time with immediate effect.
5.2 The Client may terminate this Contract at any time upon giving the Company 30 days’ notice in writing and paying the total outstanding financial value of the contract immediately in full to the Company.
5.3 Upon termination of this Contract, all provisions of this Contract which in order to give full effect to their meaning need to survive termination shall do so.
5.4 The website remains property of the Company, and termination of the payments will result in the website being withdrawn. It may be possible for the Client to buy the rights to the website, for an agreed fee.
6. Warranties and Liability
6.1 The Client’s website and its search engine acceptance or rankings may be affected by external factors including but not limited to search engine policies and changes thereto. As such, the Client acknowledges that the Company cannot guarantee that the Client’s web pages will be accepted or indexed or not blacklisted or continue to be accepted or indexed or not blacklisted by any search engines or that they will appear or continue to appear in any particular position in any search engine results.
6.2 The Service is provided “as is” and “as available” and the Company makes no warranties or representations:
6.2.1 or guarantee of any particular result, outcome or performance;
6.2.2 whether express, implied or statutory, with respect to the Service, including, without limitation, any implied warranties of merchantability, accuracy, fitness for a particular purpose, or non-infringement. No oral or written information, results or advice given via any means by the Company or its employees shall create a warranty;
6.2.3 that optimised content provided by it will be viewable by or function correctly with all browser software;
6.2.4 that its provision of the Service will be uninterrupted or error free or will not cause any damage or corruption to any hardware, software, network, system, data or other property belonging to the Client.
6.3 The Client warrants that any and all intellectual property provided by it to the Company pursuant to this Contract is owned by the Client or the Client has the owner’s written permission to use it, and the Client will indemnify and keep indemnified the Company and its subcontractors from any liability, claim, loss, damage or expense arising out of the use of such intellectual property.
6.4 The Company accepts no liability whatsoever for any loss, claim, damage, expense or injury arising from or in connection with the provision of the Service, whether in tort, contract, strict liability or otherwise. In particular:
6.4.1 the Company shall not be liable for any result, outcome or consequence of any action taken, or failure to act, by the Client in reliance on any information, results or advice given via any means by the Company or its employees; and
6.5 The Company shall not be liable for any lost profits, lost opportunity, lost business or sales, indirect, special, exemplary, consequential, incidental or punitive damages whatsoever and howsoever arising out of or related to this Contract or the provision of the Service, even if advised of the possibility of such damages.
6.6 The Client shall be responsible for keeping its data and data files secure and for taking back-up copies of its data and data files and verifying the functionality of such back-up copies. The Company shall not be liable for the loss of, damage to, or alteration of data or data files of the Client arising out of the provision of the Service.
6.7 The Company’s liability for matters in relation to which liability by law cannot be excluded or limited shall not be excluded or limited and the rest of this clause 6 shall be subject to this proviso. Except as aforesaid, any other liability of the Company under this Contract shall not in aggregate exceed the amount paid to the Company under this Contract during the calendar month preceding the first event giving rise to such liability.
6.8 The Client agrees to indemnify and hold harmless the Company, its affiliates, officers, agents, co-branders and other partners, and its and their respective employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable legal fees and disbursements and court costs) arising from or in connection with its use of the Service, its violation of this contract or its violation of any rights of any third party.
6.9 The Company warrants a performance standard no greater than reasonable care and skill.
7. Dispute Resolution
7.1 The parties shall attempt to resolve any dispute arising out of or relating to this contract through negotiations between senior executives of the parties, who have authority to settle the same.
7.2 If the matter is not resolved by negotiation within 30 days of receipt of a written ‘invitation to negotiate’, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (ADR) procedure, or in default of agreement, through an ADR procedure as recommended to the parties by the President or the Deputy President, for the time being, of the Chartered Institute of Arbitrators.
7.3 If the matter has not been resolved by an ADR procedure within 60 days of the initiation of that procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by either party. The seat of the arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and Rules as agreed between the parties. Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree on the Rules for Arbitration, either party may, upon giving written notice to the other party, apply to the President or the Deputy President, for the time being, of the Chartered Institute of Arbitrators for the appointment of an Arbitrator or Arbitrators and for any decision on rules that may be necessary.
7.4 Nothing in this clause shall be construed as prohibiting a party or its affiliate from applying to a court for interim injunctive relief.
8.1 Neither of the parties shall disclose to a third party nor use for any purpose other than to fulfil its obligations under this Contract information received from the other party in whatever form under or in connection with this Contract without prior written permission. The Company may disclose such information to its employees, agents or subcontractors to be used solely for the purpose of this Contract.
8.2 The parties further agree that the terms and provisions of this Contract shall remain Confidential.
8.3 The obligation contained in clauses 8.1 and 8.2 above shall not apply to any such information which:
8.3.1 was in the public domain at the time of the disclosure of such information or later became part of the public domain without breach of these confidentiality obligations;
8.3.2 was in the possession of the party receiving confidential information prior to the disclosure;
8.3.3 the receiving party can demonstrate as having received from a third party and such receipt does not constitute a breach of any confidentiality undertaking of the third party; or
8.3.4 can be shown to have been independently developed by personnel of the receiving party having no access to the information.
9.1 Severability: If any provision or part thereof in these T&Cs is deemed to be illegal, unenforceable or invalid for any reason, it shall be deemed to have been struck out and the remaining provisions and part provisions shall continue to be binding and enforceable.
9.2 Force Majeure: The Company shall make reasonable efforts to fulfil its obligations, but shall not be liable for any failure to do so which is caused by circumstances beyond its reasonable control.
9.3 No waiver: Any failure by the Company to enforce any provision of these T&Cs at any time shall not be construed as a waiver of such provision and shall not affect our right to enforce such provision.
9.4 Jurisdiction: The validity, construction and performance of these T&Cs shall be governed by the law of England and Wales and, subject to clause 7, shall be subject to the exclusive jurisdiction of the English courts.