This Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all website development, design services, digital marketing (search engine optimisation, digital marketing services (hereinafter collectively referred to as “Services”) ordered by Client.
‘Site’ or ‘Website’ is the website as seen on the Internet and owned by the client.
‘Search Engine’ will include the major worldwide search engines.
‘Rank’ is the position of the client’s website on the search engines.
‘SEO’ (search engine optimisation) is the process of increasing the rank of a client’s website on the search engines, as described in this agreement.
‘Off Page SEO’ is the process of using methods which do not require the editing of a client’s website, which is general techniques used with third party websites.
It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.
Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
Charges for services to be provided by SEO Organic 365 Ltd trading as The Quad Group are defined in the project quotation that the Client receives via e-mail.
a) Quotations are valid for a period of 30 days. SEO Organic 365 Ltd reserves the right to alter or decline to provide a quotation after expiry of the 30 days.
b) Unless agreed otherwise with the Client, services are paid on a monthly basis.
c) Unless agreed otherwise with the Client, services are paid on a monthly basis, or a require an advance payment.
d) Unless agreed otherwise with the Client, a combined service of SEO and web design are paid on a monthly basis.
e) Payment for services is due by bank transfer (BACS). Bank details will be made available on invoices.
f) Invoices are sent on a monthly basis 30 days in advance, and should be paid within a seven day period. Late payments are charged at 10% per month.
3. Client Review
SEO Organic 365 Ltd will provide the Client with an opportunity to review the appearance and content of the website during the design phase (as detailed in the timeline schedule) and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies SEO Organic 365 Ltd otherwise within ten (10) days of the date the materials are made available to the Client.
4. Turnaround Time and Content Control
SEO Organic 365 Ltd will install and supply the Client’s website by the date specified in the project proposal, or at date agreed with Client upon SEO Organic 365 Ltd receiving initial payment, unless a delay is specifically requested by the Client and agreed by SEO Organic 365 Ltd.
In return, the Client agrees to delegate a single individual as a primary contact to aid SEO Organic 365 Ltd with progressing the commission in a satisfactory and expedient manner.
During the project, SEO Organic 365 Ltd will require the Client to provide website content; text, images, movies and sound files, unless otherwise agreed in writing prior to the commencing of the project.
5. Failure to provide required website content:
In order for SEO Organic 365 Ltd to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.
Therefore, we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, invoices will still be issued on a monthly basis.
If your project involves Search Engine Optimisation we require the text content for your site in advance so that the SEO can be planned and completed efficiently.
If you agree to provide us with the required information and subsequently fail to do within one week of project commencement, we reserve the right to close the project and the balance remaining becomes payable immediately.
NOTE: Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages.
Invoices are sent via email; Invoices are sent on a monthly basis, and are payable within 7 days unless otherwise agreed.
7. Additional Expenses
Client agrees to reimburse SEO Organic 365 Ltd for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography etc.
8. Web Browsers
SEO Organic 365 Ltd makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer 8 & 9, Google Chrome, etc.). Client agrees that SEO Organic 365 Ltd cannot guarantee correct functionality with all browser software across different operating systems, however will do its very best to make sure functionality is at its best.
SEO Organic 365 Ltd cannot accept responsibility for web pages which do not display correctly in new versions of browsers released after the website have been designed and handed over to the Client. As such, SEO Organic 365 Ltd reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on SEO Organic 365 Ltd web space, SEO Organic 365 Ltd will, at its discretion, remove all such material from its servers. SEO Organic 365 Ltd is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Clients with accounts in default agree to pay SEO Organic 365 Ltd reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by SEO Organic 365 Ltd in enforcing these Terms and Conditions.
Termination of services by the Client must be requested in a written notice and will be effective on receipt of such notice. Telephone requests for termination of services will not be honoured until and unless confirmed in writing by email and a confirmation by SEO Organic 365 Ltd is sent confirming receipt of email.
All SEO Organic 365 Ltd services may be used for lawful purposes only. You agree to indemnify and hold SEO Organic 365 Ltd harmless from any claims resulting from your use of our service that damages you or any other party.
The Client retains the copyright to data, files and graphic logos provided by the Client, and grants SEO Organic 365 Ltd the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting SEO Organic 365 Ltd permission and rights for use of the same and agrees to indemnify and hold harmless SEO Organic 365 Ltd from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for all website development, design services, SEO (search engine optimisation, digital marketing services) provided by SEO Organic 365 Ltd shall be regarded as a guarantee by the Client to SEO Organic 365 Ltd that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
13. Standard Media Delivery
Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files delivered via e-mail or FTP). Although every reasonable attempt shall be made by SEO Organic 365 Ltd to return to the Client any images or printed material provided for use in creation of the Client’s website, such return cannot be guaranteed.
14. Design Credit
The Client agrees that the website developed for the Client may be presented in SEO Organic 365 Ltd portfolio.
15. Access Requirements
If the Client’s website is to be installed on a third-party server, SEO Organic 365 Ltd must be granted temporary access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.
16. Post-Placement Alterations
SEO Organic 365 Ltd cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.
17. Domain Names
SEO Organic 365 Ltd may purchase domain names on behalf of the Client. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of SEO Organic 365 Ltd. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.
These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature below, confirmation by email, payment of invoice constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our terms and conditions.
19. Disclaimer of All Other Warranties
SEO Organic 365 Ltd does not warrant that the Services will meet the customer’s expectations or requirements. The entire risk as to the quality and performance is with the Client. Except as otherwise specified in this agreement, SEO Organic 365 Ltd provides its Services “as is” and without warranty of any kind. The parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
20. Client Representations
Client makes the following representations and warranties for the benefit of SEO Organic 365 Ltd:
The Client represents to SEO Organic 365 Ltd and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to SEO Organic 365 Ltd are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend SEO Organic 365 Ltd and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to SEO Organic 365 Ltd for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend SEO Organic 365 Ltd and its subcontractors from any liability or suit arising from the use of such elements.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend SEO Organic 365 Ltd and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, SEO Organic 365 Ltd and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
This clause can be superseded by signing a Non-Disclosure Agreement.
22. Force Majeure
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
23. Relationship of Parties
SEO Organic 365 Ltd, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment or a joint venture. The Client does not undertake by this Agreement, or otherwise, to perform any obligation of SEO Organic 365 Ltd, whether by regulation or contract. In no way is SEO Organic 365 Ltd to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
24. Agreement Binding on Successors
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of SEO Organic 365 Ltd.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
27. No Inference Against Author
No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
28. Read and Understood
Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions. The contract between SEO Organic 365 Ltd and the Client will be on these conditions, to the exclusion of all other terms and conditions.
a) Any variations to these conditions shall have no effect unless agreed in writing.
b) The works to be carried out is set out in this agreement, unless otherwise agreed and confirmed by email.
c) SEO Organic 365 Ltd will commence work on the first working week of the month after the contract has been signed.
d) Unless otherwise agreed in this contract agreement, SEO Organic 365 Ltd will receive a monthly payment via BACS as detailed in this agreement.
e) All payments to SEO Organic 365 Ltd are non-refundable unless otherwise agreed, and are paid in Sterling (GBP) to a UK bank account.
f) To the extent that the Client requires Additional Services, SEO Organic 365 Ltd shall endeavour to provide them and if it is able to do so will make them available, the provision of any such Additional Service shall be subject to written agreement by the Parties.
g) SEO Organic 365 Ltd cannot be held financially liable in anyway to the search engines algorithm updates and the performance of search engines.
h) SEO Organic 365 Ltd cannot be held financially liable in anyway to your website ranking on the search engines.
i) SEO Organic 365 Ltd cannot be held financially liable in anyway for any third party organisation such as Google, Bing, products updates.
j) This agreement is in relation to Services as detailed in this proposal.
29. Governing Law
The terms and conditions of this agreement are governed by the laws of England and Wales. Jurisdiction for any claims arising in respect of this agreement shall lie exclusively with the courts of England. If any provision of these terms and conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these terms and conditions, which shall remain in full force and effect.
This agreement is to confirm SEO Organic 365 Ltd will undertake Services for JDQ and subsidiaries for a period of time which is detailed in this proposal.