OUR TERMS & CONDITIONS
List of Abbreviations & Definitions
SEO – Search Engine Optimization services. This is basically the process of boosting ranking on the Search engine result pages.
OSO -Organic Search Services refers to the process of capitalizing your web’s organic content so as to potentially boost ranking on search engines.
FTP- File Transfer Protocol refers to a standard network procedure applied in copying files across different hosts over TCP/IP based networks like say internet. Your web can be modified via this method.
PSM– Paid Search Marketing is the process of optimizing Adverts that are charged at a certain rate by the advert host.
SMS-Social media Service is basically the process of enhancing the value of your social media brand in order to boost the visibility of your social profiles as well as brand awareness.
Term & Termination
The stated agreement shall thereby be effective within the time frame for which it has been set. The contract is subject to termination by either the party for which it has been written upon only within the first 30 days of notice receipt. The Agency may terminate the Agreement immediately in case the client defaulted fee or any payment here under. The client is obliged to clear all the outstanding invoices including any charges that are due to the agency stated in this Agreement or for all related services.
In addition to the stated obligations to make payment under the express terms, Should a client organize for a third party to offer similar services within the notice period, they shall incur an equivalent cost to the remuneration that the Agency would have been salaried if they offered the services during that duration. Note that this fee will be paid to the Agency.
(a)Exclusive rights: The client has a right to any data, files or graphics that belong to them. The client is guaranteed all rights, permission as well as copyright to all information concerning them and completely indemnify the Company any claims, actions or costs concerning information use including the use of graphics and files they’ve shared with the Agency by for a contact of web development services that the Agency is to provide to the client. (b) Law
It’s the clients’ obligation to adhere to the laws, tariffs &taxes related to the website contracts and the Agency offers no advice whatsoever in such matters. (c) Proprietary Code. If the agency writes custom codes for any website, Application or software’s, the copyright for such codes shall be retained by the agency. In such instances, the Agency shall give the client permission for full usage of the code only within the scope of their business, unless different terms are agreed in writing.
(d) The agency retains the right to the IP addresses of every online platforms (including websites, applications or software including developments or bespoke coding that are meant for opening source solutions) that are being constructed or edited until completion of all work and until full payment is made.
(e)Please contact Webricots for further details on web management packages /services where information on hosting security & backups for websites is inclusive.
(a)While carrying our Organic search Optimization services (OSO), the Agency shall come up with a plan to help in increasing the visibility of our client’s website and boost ranking of the site with respect to terms related to the client’s business and offer a strategy of related program as well as tactical recommendations. (b)The client shall acknowledge that OSO services will need to be modified often as technology changes and these changes include but are not limited to copy structure links, metadata, modification to Site titles and other factors that contribute to top keyword ranking and higher index optimization (c) it is the client’s obligation to provide a suitable personnel to work alongside thee agency in order to establish all recommendations by the agency that are given as part of OSO services. (d)It is the client’s duty to manage, operate and maintain all website aspects.(e) the client shall have a right to the search engine optimization we establish on the client’s websites, applications, platforms or software until completion of the work and until full payment is done.
Fees : Restrictions To Refunds & Cancellation Fee
(a)The client agrees to pay all and any due fee and payments to the agents as stated in the Order Form. (b) Payment and assignments are subject to annual renewal or any time when need for substantial changes arise or if the client requests so. Any settled reviews shall be put in writing by both parties as a way of confirmation. In cases where the remuneration is a payment based on the time speculated in providing the services, the Agency has a right to adjust the fee s every six months in accordance to the actual time incurred in delivering the services.(c) in an event where both parties are unable to agree on remuneration, prior to the due date for yearly review, the remuneration formerly applied shall there by continue as being payable till the time both parties come to an agreement, at that point all necessary balancing will be applied until an agreement is reached or until termination of contract.(d) The client shall receive a Monthly invoice from the Agency 30 days since the day the contract begins. If the clients defaults payment within 10 days of the payable date, the agency has a right to suspend any the services offered. (e)Unless different terms are made in writing, all due fee or commission disbursement will be invoiced in the that the agency is to incur those expenses.(f) In instances where the agency needs any extra services outside the agreed scope, the parties will negotiate in good faith in accordance to the terms and conditions as well as compensation for the additional services.(Travel and other related costs and other miscellaneous expenses that the agency incurs or any of it’s employees at the client’s previously written request or beyond scope of the normal duties of the agency will be billed to the client. (h) if a query arises on an individual item or package, it will not affect the payment due date or account balance. (i)Absence of the client’s purchase order index or any other job figure will not form a valid reason for defaulting payment. (j) All expenses, fees and all other due amounts that are billed to the client via invoice exclude Value Added Tax & other taxes, duties or local sales and will be added to every single invoice at the prevailing rate as the law requires. The Agency has a right to charge interest on every overdue amount at the higher of the applicable rate of interest (England Bank base rate +2%)
The Client’s Duties Or Responsibilities
In the interest of providing our above stated services, the client concurs to:
Give the agency FTP access to it’s web in order to be able to upload new web pages and in order to make any developments for the purpose of enhancing optimization through SEO services and give approval for the agency to go through a third party when need arise.
Give Agency authority to use the client’s trademarks, logo, web images and any other graphics the Agency may need to use in the process of developing informational pages or use it in any other way with regard to SEO positioning and traffic building.
That in case the client’s website lacks enough textual information; the client will give additional relevant textual details in electronic format to enable creation of additional pages. Like say 200-500 word “article “concerning their keyword phrases to help the Agency get an accurate picture about their client’s business.
The Client’s Acknowledgements
The client comprehends, acknowledges and concurs that:
The agency does not have control over the search engine policies or directories related to the site types and or any content that they accept both now and in future. The client’s websites may be exempted from any browsers or directories anytime on basis of discretion by the search engine or even the directory body. The Agency will resubmit any web pages that have been dropped from the index.
Some browsers and directories may take up to two (2) to four (4) months or even longer in exceptional cases after the client’s website list has been submitted.
From time to time, search engines and directories will cease accept any submissions for a indefinite duration of time.
From time to time, search engines as well as directories will drop listings of websites for o predicable or good reason. Often, the listing will then reappear and the Agency will finally resubmit the websites on basis of the search engine policies or the directories concerned.
Some browser engines and directories charge for expedited listing services. It is the client’s obligation to take care of any expedited service fee unless otherwise decided in writing between both parties in the order form.
Web Site Charges
The Agency shall not be responsible for any fees billed for the client’s websites by a third party by which has adverse effects on the search engine results or directory ranking’s of the website of the client.
The agency shall not be held accountable for the client’s overwriting Search engine optimisation work to the client’s website. The client shall incur an additional fee in cases where there is need to reconstruct the meta tags, content, keywords, title at the fixed hourly rate.
The client shall be held responsible for indemnification and holds harmless the agency (including the affiliates, subsidiaries, agents, officers, co branders or other employees or partners)from any and every claims adjudication against agency, or judgment resulting from any photographs, illustration’s, text, graphics, data, audio clips or any content, display, information or material whether in written form, sound, graphics or any other form shared by the client to the Agency(as the client content) or (b) any claims that the agency utilizes that belongs to the client violates the third party’s intellectual property rights. To be eligible for such payment or defense, the agency shall (a) provide a prompt written notice to the client, (b) give thee client permission to manage and totally co-operate with the client in defending all the related negotiations.
Disclaimer Of All Warranties
The agency does by no means guarantee that the SEO services offered will meet the expectations or requirements of thee client. The client shall carry the whole risk of quality and performance. Unless otherwise specified in this agreement, the agency delivers its services with no warranty of any kind. The party acknowledges that: (a) the limited warranties referenced in this page are single and exclusive warranties each party provides and (b) every party repudiates all other warranties implied or expressed, including but not limited to, the warranties implicated to merchant ability & fitness for specified purposes, with respect to this agreement, performance or failure to perform as per the agreement here in, content as well as every party’s computing as well as distribution system. At event of this agreement’s provision being unlawful or void for valid reasons, then the provision shall be considered sever-able from the stated agreement and shall have zero effect on the validity and law enforce ability of the remaining provisions.
In no incident shall the agency be held accountable to the client for any and special, in direct, consequential or exemplary damages (this includes any warranty implied, merchant ability & fitness) for a specified purpose and particularly any failed software that is contained on hired servers or servers owned by the client or any implied warranties that arise from the performance process or dealing., lost returns, whether or not predictable or alleged to be related to infringement of contract , warranty, strict liability or negligence that may arise as a result of the agreement, any data loss or even in events where the party has been advised concerning the likelihood of such damages occurring and fails to withstand such failure of any restricted remedy that is provided here in. The client shall not be refunded for such, regardless of the express implied with respect to any third party services or products, content or third part’s software, hardware or equipments obtained from them. The client is fully responsible for complete system back-up and re installation of software in incidences of failure.
When we the agency perform design work or any bespoke coding for our client’s website, Applications or software, all intellectual property rights shall be retained by Webricots until the entire project is fully paid for.
The Client’s Representations
The client shall thereby make the following warranties and representations in the interest of thee agency
The client represents the agency and shall give an unconditional guarantee that should any claim arise as a result of use of elements owned by the client such as graphics, texts, designs, photos, trademarks, slogans or other artworks, they will defend the agency’s subcontractors and the agency itself from such claims.
The client warrants any elements such as graphics, text, designs and trademarks , slogans or other artworks owned by the client and given to the agency to be included in the client’s website or that the client has legal go-ahead from the rightful owner to apply search elements and will thereby harmlessly protect the agency & it’s sub contractors from any claims, persecution or any liability that may arise as a result of use of such elements.
The government may enforce laws, tariffs, levy taxes& duties from time to time thereby affecting the internet electronic commerce. The client acknowledges that they it if’s their responsibility to comply with such taxes, laws and tariffs and agree to hold harmless, defend and protect both the agency and its’ subcontractors from any tariffs, penalty, claims or suit that may arise from the use of internet electronic commerce by the client.
The parties are in agreement to hold each other’s confidential information or proprietary details in stringent confidence. Confidential information shall be inclusive of but not limited to oral or written contracts, know-how skills, techniques, business policies, business tactics, memorandum, records, reports, computer retained details, financial information ore notes, oral secrets , trade secrets. Confidential information or proprietary information is exclusive of information that is (a) generally open to the public by any means besides that of contract infringement by the receiving party. (b) was previously unveiled to the receiving party or was rightfully received by the recipient party from a third party. (c) Was autonomously developed by the recipient Or (d) is liable to exposure upon a court order or other legal reasons in a lawful process. The parties have made a mutual agreement not to make each other’s confidential information or proprietary available to any third party in any form to any or to use each other’s proprietary or confidential details for any other purposes other than the one stated in the agreement. Every party’s confidential information or proprietary shall be solely an exclusive property of the concerned party. The parties are in agreement that in incidences where either party discloses the other party’s information or uses it for any other purposes apart from the purpose specified in the agreement, the non-disclosed party may be rightfully granted an equitable relief. Notwithstanding cancellation or in the event where the Agreement expires, the client and the agency are in agreement that their duties of maintaining strict confidentiality with regard to the confidential information or proprietary shall proceed being in effect for up to 3 years from the actual effective date.
All information gathered from the client or shared by the client shall be held subject to stringent confidentiality terms of the agreement and with regard to the laws on data protection. Such details or information shall only be held by Webricots within the contract duration. The client shall have total responsibility for compliance with Data protection Act for any client’s details the agency might gather from the client during performance of the contracted work.
Failure To Perform
None of the parties shall be held liable in the events of delay of tasks failure that results from circumstances that are beyond control by the party concerned but is not limited to acts of Deity (God), civil interruptions, industrial conflicts, strikes (excluding strikes by the employees party or by the employees of the contractors)or instances of lockouts such as the source material remains inaccessible. Shall events shall necessitate a reasonable extension of deadlines for performance of the set obligations.
Relationship Of Parties
The agency executing performance under the Agreement Terms and conditions herein shall be considered an independent contractor and therefore nothing whatsoever shall represent this contract as being a joint venture, a partnership or employment. The client shall not undertake by the agreement, specified order form or otherwise executed any obligation of the agency with an aim of being perceived as an agent or to be working as the client’s agent in any reverence, any provisions against this agreement.
Any notice that shall be required to be given to the client under this agreement shall be put down in writing and personally delivered to the designated party via the addresses in the order form. In cases where either party changes their addresses to which the payment or notice is to be sent either by written form or other means under provision of this paragraph.
This agreement is subject to and shall be interpreted with reference to the England & Wales law and where England and Wales Courts shall not hold any non-exclusive authority.
Binding Of Agreement On Successors
The agreements provision shall be legally binding between the concerned parties to inure benefits of the specified parties to their successors, administrators, heroes and assigns.
The client shall not reassign this agreement or rights& responsibilities here in to any third party without making an expression in written form to the agency. The agency retains the right to subcontract any duties as needed to the contract to ensure timely delivery of services.
No waiver by whichever party of any defaulted payment shall be considered as prior waver or consequent default of the same in this agreement’s provision.
This agreement comprises of the total understanding of both of the concerned parties and retracts and replaces prior arrangements between the parties and is aimed as being the final expression of the existing agreement. It shall thereby not be revised or modified in any way apart from in form of writing signed by both parties as a form of agreement with reference to the specific modifications made. This agreement shall take primacy over any other writings (documentations) that may be conflicting with this agreement.
No Conjecture Against Author
None of the Agreement’s provisions shall be interpreted in opposition to any party since such party or any of its legal representatives took part in drafting such a provision.
In an event where a conflict arises due to the agreement, the parties will try to come into an agreement through negotiation. To solve the dispute, the parties shall do their best to negotiate with one another through consultation and in good faith with regard their mutual interests just to come to an agreement that will satisfy both parties. Any negotiations will be carried out by senior parties’ executives that gave authority to settle conflicts.
Unless both parties agree otherwise in writing, following the industry standard practice, Webricots contracts with search engines as well as other dealers in client’s paid search marketing programs with respect to the search engines current contract terms and conditions. The agency shall therefore act as the primary body in cases of such contracts with sear h engines or any other dealers in client paid search marketing unless directed otherwise by law. With regard to making advertising placements, the rights and responsibilities between the Agency and the client shall correspond to those between the Agency and the Client’s paid search marketing suppliers. The client hereby acknowledges and concurs that the Terms and service rates are subject to modification with respect to the agreements made by the agency and the search engines and the client will comply with these terms. That the client hereby acknowledges and is in agreement to adhere to the standard Trading terms and conditions of search engines and of other dealers. The client shall be liable to compensate the agency and the search engines in case of any breach of contract either by act or cases of omission by the client.
Read And Understood
Every party hereby acknowledges that they have read and clearly understood the terms and conditions constituted this Agreement and agrees to abide by them.
- The agency shall come up with a strategy in providing social media services intended to enhance the client’s visibility and brand profile on selected social media platforms
- The client hereby acknowledges that hiring the agency to offer social media services permits them to create posts on behalf of the client in order to boost the ranking and visibility of the client’s profile.
- The client shall he held accountable for providing the necessary login credentials to the agency to enable them to create posts and to provide additional information materials to enable the agency to create posts that are fully effective.
- Additional Terms and Conditions Related to the paid search marketing service’s
Anytime the client hires the agency to offer paid search marketing services the terms of Webricots shall apply
- The services in carrying out PSM services, Lead by Webricots shall
- Proactively control, scrutinize, keep track and evaluate the search engine marketing programs and boost the marketing of the client’s services or products on the websites.
- Maintain the relationship with the administrators, operators, owner’s relevant directories and search engines.
- Control the bid price, monthly expenditures, listing terms, form new listings and alter the bid amounts when need be.
- Offer, assess and maintain all the necessary applications of technology that are required for linking websites to the search partners.
- Keep track and give a report on certain metrics including but not limited to sales conversions data, Returns on Investment Measurements, number of clicks and if applicable the Agency’s track, fees as well as reporting the kind and volume if any relevant actions that are recognized by qualified customers.
REMUNERATION FOR PSM SERVICES
The fees stated in the service agreement does not include any Application Program interface(API) access or similar payment that a search partner may remunerate to the agency in relation to the client’s search management program. The agency has a right to charge a client (and the client acknowledges to pay) the due amount of such charges. In instances where the search partners assess a certain cost-per-click- pay, that amount shall be cleared by the client. Should a search partner decide to charge the agency a flat payment amount for API access, the agency shall pass all such API bills to to the PSM client on basis of a pro-rata. For clarification purposes, in such instances the agency shall making make an effort to determine the approximated API cost-per-clic for all clients applicable. Every such Client shal remunerate the agency a proportionate share of the total API expense. (b) All qualified customers shall include any individuals that
Places product’s order from the agency’s website within a duration of 60 days after clicking through the site through the hyperlinks that are in client’s keywords, descriptions, titles, data, data fees and content related to the client’s product keywords listings, descriptions&titles, listings, data, data feeds and client’s content as featured on any search partner’s site or through any other advertisement platform that the agency provides.
Finalizes and finally submits the registration form of the client withing the first 60 days after clicking through the website through hyperlinks featured within the client’s offer and displayed by any search partner or through any other advertisement platform that the agency provides. “Monthly sales”shall be used to refer to the net euro products amount for which Qualified customers place an order for during a calendar month. Calculations of monthly sales shall not include fraudulently placed orders that the client identifies in writing within a 5 days duration after placing the fraudulent order, packaging costs, insurance. Taxes and transportation cost.
THE CLIENT’S RESPONSIBILITIES/DUTIES
- It shall be the duty of the client to scrutinize, maintain, operate and manage the website(s) content. The client shall ensure navigation back to the original search engine results occurs smoothly by simply clicking the back button on the browser thus closing the current window or following any other return mechanism, the process shall not be interrupted by the Client either through an intermediate screen or any other device not specially requested for by the user, this include but is not limited to any HTML popup window or other gadget.
- It is the client’s responsibility to provide and/ give approval for appropriate offers so as to unable the agency to effectively optimize, manage search engine optimization offers. The client is in agreement that a search engine partner may for no apparent reason refuse to display or continue displaying any offers of at client and that both the agency and the search partner shall not be held liable for such refusal.
- It is the client’s sole responsibility to manage all aspects of the relationship with any individuals or entities that buy products or hand over a registration form as the situation may be. This includes but is not limited to
- Determining all service and product rates
- Receiving payment including all tariffs, taxes, duties or charges that are due from Qualified Customers
- Controlling the products returned and payment cancellations
- Making sure that all product sales is in compliance with the law.
- Run all the customer services, operational policies and or warranties.
- Acceptance and processing of registrations
- Ensure satisfaction of obligations and commitments from every successful registration completion.
- Making sure that every registration as well as the information gathered for registration processing is in compliance with the law.
- The client shall give the agency sales and marketing information from time to time with respect to the products or services the client business sells to enable the agency to smoothly create and build relationships with the search partners.
- The client shall co-operate with any efforts the agency makes to(a)Boost tracking and making relevant information reports including without limitation the number of clicks & sales conversion rate, purchases made, successful registrations handed in by Qualified customers.(b)Employ and test the technological Apps used in linking websites to the search partners. The Agency shall issue the client with an image tag(one-by-one 1×1 Clear pixel) to enable the agency in tracking. The client shall however not perform any action that may interfere with the ability of the agency to perform it’s activity under the Agreement and shall provide reasonable prior notice to Webricots in case of any activities that may be expected to cause such an effect. In case the remuneration of the agency is based on actions taken by Qualified Customers, if the Client makes any alterations, modifications, deletions or fails to serve or perform any action with respect to the image tags the agency provides to the client, the client is in agreement to pay the agency for every single day in which the agency’s tracking attempts were hinder, the average rate in Euros of the amount the client shall remunerate to the agency is d 7 days duration for which tracking performances were blocked .
- The client shall maintain the confidentiality of any access codes, passwords, user ID, addresses or any other login details the agency provides to the client with to enable access of Client to the agency’s online program control and reporting tools. Should the client make such passwords, access codes available to any third party, they shall (a)Obligate every such third part to make a written confidential agreement binding the third party to the confidentiality obligation parallel to those that were imposed on the client. (b)Be responsible for any actions that third party may take with relation to the third party accessing the Agency’s online program control and reporting tools. Apart from as specifically written in this agreement, that the client shall not unveil or make the passwords and access codes available to any third party whatsoever.