1 Terms and conditions – Covering All SEO Services
The following terms and conditions apply to the Contract (see definition below) and each future request for the supply of services received by the Company from the Client (see definitions below) from time to time unless otherwise agreed in writing. The supply of the Services (definition below) shall be subject to these terms, which shall take precedence over any terms and conditions of the Client.
By clicking on the ‘Make Secured Payment’ button at the bottom of the ordering page or by signing and dating these terms, you agree to be legally bound by these terms and conditions as they may be modified and posted on our web site from time to time.
In these terms and conditions the following words shall have the meanings given in this clause:
2.1 ‘Client’ means the person, firm or company requesting the Services;
2.2 ‘Company’ means Final Design Studios of 34 Princelet St London, London, E1 5LP, United Kingdom ;
2.3 ‘Contract’ means the contract consisting of this form and concluded by either the Client clicking on the ‘Make Secured Payment’ button at the bottom of the ordering page, or submitting a sighed and dated copy these terms.
2.4 ‘Fees’ means the fee to be charged by the Company for the Services as set out at www.finaldesign.co.uk;
2.5 ‘Rights’ means all copyright, design rights (whether registered or unregistered), patents, rights in trade marks (whether registered or unregistered), database rights or other intellectual property rights in the Services, for the full term of those rights, worldwide.
2.6 ‘Services’ means the services to be supplied by the Company under this Contract, described at www.finaldesign.co.uk;
3 The Company’s obligations
The Company will use its reasonable skill and care in the supply to the Client of the Services as set out at www.finaldesign.co.uk
In return for the Company’s supply of the Services the Client shall pay the Fees in accordance with those laid out at www.finaldesign.co.uk. The Company reserves its rights under the Late Payment of Commercial Debts (Interest) Act 1998 in relation to late payment calculated from the due date until the date of payment. The Company reserves the right to require the Client to pay the total Fee up front before the Company commences or continues work.
5 Services and changes
The Client agrees that once it has been informed by the Company to make changes to its web site, it shall do so within 28 days of being informed to do so, or shall make arrangements for the Company to make the changes on its behalf. It should also notify the Company when the changes will be made.
If the service that the Client requests from the Company is changed then the fees and any estimates for the supply of the Services may change.
The Client may also set out a list of key phrases that the Client would like the Company to work towards attaining. The Company cannot provide a guarantee to The Client that specific key words, key phrases or the like will be attained. The Company will attempt to achieve key words or key phrases that The Company believes are achievable and that are as close to the Client’s request as possible. If however, the Company believes, for whatever reason, that it is unable to attain rankings for The Client prior to the promotion taking place, but following payment, The Company will refund to The Client the entire fee paid within 24 hours. The Client is also completely protected by a full 30 working day satisfaction refund pledge where the Company will refund the entire fee in full should the Company fail to achieve positions, increase traffic to the Client website or based on the complete satisfaction of the Client, within 30 working days (or within 5 working days of the first ranking report should the Client not apply the optimization code on the same day as sent by the Company)
If the Company, for whatever reason, is unable to attain top 100 ranking positions or inclusion in any search engine for the Client web site, that is included in the service package, at any time, the Client can request a full refund of the entire service fee. The Company cannot provide a guarantee that top 100 ranking positions for the Client web site will be attained in every search engine, but will work hard to achieve this. The Company will refund to The Client the full fee, at any time of the Client’s request and up to a period of 3 years following the initial payment, fully and to the credit/debit card that the Client used to make original purchase if any search engine inclusion or top 100 rankings is not achieved as part of the search engines noted within the search engine promotion package.
The Company reserves the right not to promote any Client website, for any reason, and the decision is at the total discretion of The Company. Further, if the Company believes that it will be unable to achieve any rankings for the Client the Client will be informed within 10 business days of original purchase and the full payment made by the Client will be refunded by the Company. The reason, and the decision is at the total discretion of The Company.
Submission to the DMOZ is restricted to websites that meet a category currently available within the directory structure of each.
Where notification of errors is either delayed or does not occur at all before submission by the Company to any third party, the Company will not be liable in respect of any such errors.
The Client shall have a royalty free license, coming into effect on payment of the Fees, to use the Services. Such license shall be automatically terminated if the Client either:
7.1 does not pay the Fees in full by the due date; or
7.2 (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
7.3 (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or
7.4 becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
7.5 has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets; or
7.6 ceases, or threatens to cease, to carry on its business.
In so far as use of the Services as per the Contract involves use of third party material, the Company will secure such license as is necessary to allow the required use of the same. Subject to the above and to the rights of any third party, ownership of the Rights shall remain vested in the Company unless and until any assignment or other disposition of the Rights is agreed between the parties in writing. Use of the Services as per this Contract may involve the Client in continuing liability to third parties, for example for license fees. The Company will endeavour to notify the Client of these as soon as practicable during the Contract.
It shall be the sole responsibility of the Client to ensure that the Services comply with all local laws (whether consumer, public or civil), regulations and codes in all countries in which the Client’s website will be displayed. Accordingly the Client agrees to indemnify and hold harmless the Company and the Company’s agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action alleging that the Services or use of them are contrary to any law, code or regulation in any country.
9 Publicity and Examples
Notwithstanding the license described in clause 8 above or any other disposition of the Rights agreed between the parties, the Company shall have a continuing right to advertise and promote its work by way of reference to its work for the Client. The Company shall also have the continuing right to save a copy, store, display and link the Client logo or graphic on any Final Design Studios website property, referencing the work carried out by the Company for the Client.
Depending upon the type of service selected, the Services shall be delivered in accordance with the time frame indicated at www.finaldesign.co.uk.
11 Trade marks and domain names
If in the provision of providing the Services the Company makes use of any trade marks, trading styles or trade names (‘Marks’) owned by the Client or under its control, it is agreed that the Company shall have the right to use or allow use of any such Marks for the purpose of fulfilling the Company’s obligations under the Contract. The Company shall not gain any rights over such Marks by virtue of such use, but the Company shall be entitled to use the Marks both during and after the supply of the Services to promote and advertise its own work. It shall be the Client’s responsibility to ensure that all domain names used in connection with the Services are wherever practicable properly registered and do not infringe any third party rights and that any Marks of the Client or any third party used in the Services, are used in a manner which neither undermines the Client’s rights in its Marks nor infringes any third party rights.
The Company accepts liability for its own negligence or faults in the Services, but only to the extent stated in this clause.
The Company does not exclude or restrict its liability for death or personal injury resulting from negligence.
The Company’s liability to the Client in contract law or in tort or otherwise howsoever arising in relation to this Contract is limited to the Company’s charges for the Services.
The Company will not be liable to the Client for any loss or destruction of software or systems, temporary or otherwise, which occurs following use of the Services except and to the extent that it is caused by the wilful default of one of the Company’s employees.
The Company shall not be liable in any way in respect of any failure, delay or defect in the supply or use of the Services caused by the delay by the Client or any a third party that is used in the supply of the Services.
Where such event could not reasonably have been prevented or controlled by the Company, the Company shall not be liable to the Client if any hardware or software used in conjunction with the Services malfunctions, fails or is otherwise unable to communicate with other systems or Internet users (including where computer viruses have caused such failures) such that the use of the Services is hindered or impeded.
In any event the Company is not liable to the Client for the following loss or damage, howsoever caused and even if foreseeable by the Company:
13.1 economic loss including loss of profits, business, contracts, revenues, goodwill, production and anticipated savings of any description;
13.2 loss arising from any claim made against the Client by any other person; or
13.3 loss or damage arising from the Client’s failure to fulfil its responsibilities or any matter under the control of the Client.
13 Sub-contracting and assignment
The Company may sub-contract any or all of its rights or obligations under these terms and may with the Client’s consent, such consent not to be unreasonably withheld, assign the benefit and burden of its rights and obligations under these terms to any other entity.
14 Rejection or cancellation
The Client has the continuing right to cancel the Start-Up Package at anytime, by either contacting The Company directly or by using the secured username and password given to The Client at purchase, used to access their payment details.
When making purchase for the Enterprise package the Client will, as is indicated on the Company’s website, be subscribed automatically to the Start-Up monthly solution in which the Client’s very first month will be provided free of charge. The Client can cancel the Start-Up solution before, during, or after the free trial to prevent any monthly payments, as part of this monthly upgrade solution, being taken and must be confirmed in writing. The payment dates and amounts are those in force and as detailed on the website prior to purchase. This is an optional upgrade but the Client must opt-out in writing within 2 months of purchase should the Client wish to make cancellation for the Start-Up monthly solution.
Unless a rejection fee has been agreed in advance, the Client shall have no right to terminate the Contract, allege breach of Contract or seek any cancellation, reduction or repayment of the Fee on the basis of choice of key words or key phrases after the initial 30 working day satisfaction and refund pledge provided to the Client by the Company as a matter of course, has expired.
Once the Contract is concluded as provided on these terms and conditions, any subsequent cancellation by the Client will result in the Client being liable for the full Fee as if the cancellation had not taken place, excluding such committed third party expenses as the Company is able to avoid liability for within its existing contractual commitments to suppliers.
15 Confidential information
Neither party shall divulge any confidential information which is supplied to it about the other party in the course of this Contract or any pre-Contract discussions, other than information forming part of the public domain otherwise than through a breach of this clause or any other obligation of confidence.
Either party may terminate this Contract immediately upon the happening of one or more of the following events:
16.1 if the other shall fail to make any payment due under these terms within 7 days after the due date, or to remedy any other breach within 30 days after being required to do so in writing,
16.2 if the other shall be involved in any of the situations described at clause 7.2–7.6 above.
Such termination shall be without prejudice to the parties’ accrued rights and liabilities, for example, the Company’s entitlement to payment for work done.
17 Matters beyond the Company’s reasonable control
The Company is not liable for any breach of this Contract caused by matters beyond its reasonable control including acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving the Company’s employees), weather of exceptional severity or acts of local or central government or other authorities.
The Company is not liable for any change to search engine rules of inclusion or change to index listings which results in the client website being removed from search engine listings should a specific search engine or search engine inclusion network charge an additional fee for inclusion at anytime and The Company will provide the end client the option to pay the fee to remain listed. The Company will not be responsible for any additional payments charged for inclusion of the client website.
18 Entire agreement
This Contract is the entire agreement between the parties on the subject matter contained within it and supersedes all representations, communications and prior agreements between the parties in that regard.
Each party acknowledges that upon entering into this Contract it does not rely and has not relied on any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to this Contract or not) except those expressly referred to in this Contract. The only remedy available in respect of any misrepresentation or untrue statement made to either party shall be a claim for damages for breach of contract under this Contract. This clause shall not apply to any statement, representation or warranty made fraudulently, or to any provision of this Contract which was induced by fraud for which the remedies available shall be those available under the law governing this Contract.
19 Third party rights
A person who is not a party to this Contract has no rights under the Contracts (Rights of Third Parties) Act of 1999 to enforce any term of this Contract, but this does not affect any other right or remedy of a third party.
20 Service of notices
Any written notice required by this Contract should be sent to the address of the intended recipient shown above or as notified by the parties in writing. Notices can be sent by hand, by post or by fax.
21 Governing law and jurisdiction
This Contract and any relevant interaction between the parties shall be governed by and construed in accordance with the laws of England and Wales and both parties agree to submit to the non-exclusive jurisdiction of the courts of England and Wales in relation to any claim, dispute or difference which may arise hereunder or in relation to any relevant interaction between the parties prior to this Contract.