1. Payment
1.1. All charges payable by you for the Services shall be in accordance with the scale of charges and rates published from time to time by us on our web site or by our sales staff.
1.2. Where stated, deposits due are payable in advance of our service provision.
1.3. We reserve the right to change pricing at any time although all pricing is guaranteed for the period of the offer, unless changes arise from customer requirements.
1.4. All payments must be in UK Pounds Sterling.
1.5. If your cheque is returned by the bank as unpaid for any reason, you will be liable for a “returned cheque” charge of £50.00.
1.6. Without prejudice to our other rights and remedies under this Agreement, if any sum payable is not paid on or before the due date, we shall be entitled forthwith to suspend the provision of Services to you.
1.7. If an account goes unpaid for at least seven days, a £10.00 late payment fee will be applied.
1.8. If an account goes unpaid for at least ten days, the account and its associated services are suspended. A £20.00 charge will be applied upon account reactivation to cover administration costs.
1.9. Any deviation or alteration from the quote, proposal or previous correspondence involving extra cost, will be executed upon written order and will become an extra charge.
1.10. Numbers represented in the quote, proposal or previous correspondence are to be used as an estimate for the project as discussed. The costs do not constitute a warranty of the final price.
1.11. Any additional items from the original proposal/specification/quote need to be communicated in writing (e.g. email, fax or letter).
1.12. For marketing and web development work lasting longer than 3 months, we require a deposit “kick off” fee with the remainder paid through monthly standing order payments until the completion date of the contract.
1.13. For projects that take less than four weeks to complete, we require interim payments for work completed and agreed by email or phone by the client, interim payment terms 7 days. A payment schedule will be issued on receipt of deposit payment.
1.14. It is recommended that standing orders be setup before projects commence that are longer than 4 weeks.
1.15. Accounts which remain outstanding for 28 days after the date of invoice, will incur an extra charge of 4% above the bank base rate per month of the outstanding amount.
1.16. In cases where stated publication and/or release of work done by BRIAN MATHERS on behalf of the client, may not take place before cleared funds have been received.
2. TERMINATION
2.1. If you fail to pay any sums due to us as they fall due, we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
2.2. If you break any of these terms and conditions we may suspend the Services and/or terminate this Agreement forthwith without notice to you.
2.3. If you are a company and you go into insolvent liquidation or suffer the appointment of an administrator or administrative receiver or enter into a voluntary arrangement with your creditors, we shall be entitled to suspend the Services and/or terminate this Agreement forthwith without notice to you.
2.4. No refunds will be made for Services suspended in accordance with 2.1, 2.2 and 2.3.
2.5. We reserve the right to suspend Web Marketing Services and/or terminate this Agreement if agreed contractual arrangements such as monthly payment schedules are constantly late and/or missed and late payment letters are being ignored.
2.6. You may cancel the Services in writing at any time except where an exception is made clear within the original contract.
3. INDEMNITY
3.1. You shall indemnify us, keep us indemnified, and hold us harmless from and against any breach by you of these terms of business. Any claim brought against us by a third party resulting from the provision of Services by us to you and your use of the Services and the Server including, without limitation, all claims, actions, proceedings, losses, liabilities, damages, costs, expenses (including reasonable legal costs and expenses), howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement.
4. LIMITATION OF LIABILITY
4.1. All conditions, terms, representations and warranties relating to the Services supplied under this Agreement, whether imposed by statute or operation of law or otherwise, that are not expressly stated in these terms and conditions including,without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded, subject always to subclause 4.2.
4.2. Nothing in these terms and conditions shall exclude our liability for death or personal injury resulting from our negligence.
4.3. Our total aggregate liability to you for any claim in contract, tort, negligence or otherwise arising out of or in connection with the provision of the Services shall be limited to the charges paid by you in respect of the Services which are the subject of any such claim.
4.4. In any event no claim shall be brought unless you have notified us of the claim within one year of it arising.
4.5. In no event shall we be liable to you for any loss of business, contracts, profits or anticipated savings or for any other indirect or consequential or economic loss whatsoever.
5. PLANNED WORKS
5.1. All work is carried out by BRIAN MATHERS on the understanding that the client has agreed to these terms and conditions.
5.2. Copyright is retained by BRIAN MATHERS on all work including words, ideas and illustrations unless/until specifically released in writing and after all costs have been settled.
6. PROJECT ACCEPTANCE
6.1. At the time of proposal, BRIAN MATHERS will provide the customer with a written estimate or quotation.
11.2. A copy of the written estimate or quotation is to be signed and dated by the customer to indicate acceptance and should be returned to BRIAN MATHERS. Alternatively, the client may send an official order in reply to the estimate or quotation which binds the client to accept the terms and conditions. No work on a project will commence until either document has been received and accepted.
7. CHARGES
7.1. Charges for services to be provided by BRIAN MATHERS, will be set out in the written estimate or quotation that is provided to the customer. At the time of the customer’s signed acceptance of this estimate or quotation, indicating acceptance of the Terms & Conditions, a non-refundable deposit stated in the quoted fee will become immediately due. Work on the project will not commence until this has received this amount.
7.2. Charges for any additional services over and above the estimated works, will become fully payable (100% of the quoted amount) at the time of estimate or quotation acceptance.
8. ACCOUNT DEFAULT
8.1. An account shall be considered default if it remains unpaid for 30 days from the date of invoice, or following a returned cheque. This does not relieve the customer of it’s obligation to pay the due amount. Customers whose accounts become default agree to pay BRIAN MATHERS reasonable legal expenses and any third party collection agency fees in the enforcement of these Terms and Conditions.
9. ALTERATIONS TO PROJECT PLAN
9.1. The customer agrees that changes required over and above the estimated work or required to be carried out after acceptance of the draft plan proposed by BRIAN MATHERS will be liable to a separate charge.
9.2. The customer also agrees that BRIAN MATHERS holds no responsibility for any amendments made by any third party, before or after a strategic plan is implemented.
10. DATA FORMATS
10.1. The client agrees to BRIAN MATHERS definition of acceptable means of supplying data to the company.
10.2. Text is to be supplied in electronic format as standard text (.txt), MS Word (.doc), or USB, or via email.
11. PROJECT DURATION
11.1. Any indication given by BRIAN MATHERS of a project’s duration is to be considered by the customer to be an estimation.
BRIAN MATHERS cannot be held responsible for any project over-runs, whatever the cause. Estimated project duration should be deemed to be from the date that cleared funds are received by BRIAN MATHERS for the initial payment or by date confirmed in writing by BRIAN MATHERS.
12. RIGHTS OF ACCESS FOR WEBSITE IMPROVEMENTS
12.1. The client agrees to allow BRIAN MATHERS all necessary access to computer systems and other locations, as required, in order to complete a website analysis/performance audit, SEO/Marketing project until all due funds are cleared, including the necessary read/write permissions, usernames and passwords. The customer also agrees to allow BRIAN MATHERS access to any computer systems, usernames and passwords required to remove data and/or sites for failure to comply with these Terms and Conditions.
12.2. The customer agrees to supply BRIAN MATHERS with all necessary materials, electronic, or otherwise, required to create and complete the project, and to supply them in a timely manner.
13. PROJECT COMPLETION
13.1. BRIAN MATHERS considers the project complete upon receipt of the customer’s signed final approval form.
14.0 SEARCH ENGINE OPTIMISATION
14.1. Not all websites have the same ability to be tuned for web promotion purposes. Extensive use of non compatible plugins, template themes or insufficient levels of active content all have an effect on a website’s ability to achieve a high ranking on search engines.
14.2. For web promotion work, it is recommended to the client an SEO strategy should run for a minimum of 6 months, ideally 12 months. Whilst the customer agrees to accept paying monthly with no minimum contract, we recommend the customer agrees to pay month on month the fee proposed and commit to the minimum agreed term shown.
14.3. For web promotion contracts, the agreement would therefore automatically continue (after the minimum agreement term) at the current prevailing prices unless at least 28 days before the anniversary date either party serves written notice on the other, that this agreement shall not be renewed.
14.4. If the client modifies the website without prior agreement with BRIAN MATHERS or website developer/client in-house manager, then we cannot take responsibility for the performance of the rankings and the contract would become null a void.
14.5. Due to the infinite number of considerations that search engines use when determining a site’s ranking, BRIAN MATHERS cannot guarantee any particular placement. Acceptance by any search engine cannot be guaranteed and when a site is accepted. The time it takes to appear in search results varies from one search engine to another. Rankings will also vary as new sites are added.
15. REVISIONS
15.1. BRIAN MATHERS reserves the right to revise, amend, or modify these Terms and Conditions,. The same right extends to any of our other policies and agreements at any time, in any manner. Notice of any revision, amendment, or modification will be posted in accordance with our Terms and Conditions.
16. RIGHTS OF REFUSAL
16.1. BRIAN MATHERS will not include in its project work, any text, images or other data which it deems to be immoral, offensive, obscene or illegal. All advertising material must conform to all standards laid down by all relevant advertising standards authorities. BRIAN MATHERS also reserves the right to refuse to include submitted material without giving reason. Any images and/or data that BRIAN MATHERS does include in all good faith, and then finds out that it contravenes these Terms and Conditions, the customer is obliged to allow BRIAN MATHERS to remove the contravention without hindrance, or penalty. BRIAN MATHERS is to be held in no way responsible for any such data being included.
17. CANCELLATION
17.1. Cancellation of projects may be made notified initially by e-mail. However, following any such request BRIAN MATHERS will require formal notification in writing to the company’s postal address; the client will then be subsequently invoiced for all work completed over and above the non-refundable deposit, that will have been made at the time of first ordering. The balance of monies due must be paid within 14 days. Please note: any cancellation which is not formally confirmed in writing and received by BRIAN MATHERS within 14 days of such instruction being issued, will be liable for the full quoted cost of the project.
18. DISCLAIMER
18.1. BRIAN MATHERS makes no warranties of any kind, express or implied, for any and all products and/or services that it supplies. BRIAN MATHERS will not be held responsible for any and all damages resulting from products and/or services it supplies. BRIAN MATHERS is not responsible for any loss, or consequential loss of data, or non-delivery of products or services, of whatever cause. While we take reasonable steps to investigate the materials we recommend, we accept no responsibility for the performance or quality of materials or any consequential loss arising from their failure. The customer agrees not to hold BRIAN MATHERS responsible for any such loss or damage. Any claim against BRIAN MATHERS shall be limited to the relevant fee(s) paid by the customer.
18.2. BRIAN MATHERS reserves the right to use the services of sub-contractors, agents and suppliers and any work, content, services and usage is bound by their Terms and Conditions. BRIAN MATHERS will not knowingly perform any actions to contravene these and the client also agrees to be so bound.
19. GENERAL
19.1. These Terms and Conditions supercede any previous Terms and Conditions distributed in any form. BRIAN MATHERS reserves the right to change any rates and any of the Terms and Conditions at any time and without prior notice.
20. APPLICABLE LAW
20.1. This Agreement shall be governed by and construed in accordance with Scottish law and you hereby submit to the non-exclusive jurisdiction of the Scottish courts.
21. HEADINGS
21.1. Headings are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
22. ACCEPTANCE OF PROPOSAL, QUOTATION AND TERMS AND CONDITIONS
22.1. The placement of an order for the services offered and/or any other services offered by BRIAN MATHERS and validated by the customer’s signature on the proposal or quote, constitutes acceptance of the proposal or quote and agreement to comply fully with all the Terms and Conditions and forms a Contract for Business between the signatory and BRIAN MATHERS.
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