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Updated: 23/11/2022
Agreement-The document which outlines the terms and conditions-this document
Client-A company, person or organisation (which may subsequently be referred to using a trading style as understood to represent the Client) engaging the services of The Company
Company-GrowTraffic Ltd, its employees, owners and subcontractors.
Business Hours-Monday to Friday, 9am-5pm.
Out-of-hours support may be available via the email support@growtraffic.co.uk.
Charges-Any costs which occur by the Company providing the service or the services of third parties.
Third Party-any party, person, or organisation that provides a service on behalf of the Client or the Company, including (but not exclusively) web hosting, email, social media, copywriting, search services.
“Minimum Term” means the minimum length of the contract and this agreement.
Services-the digital or training work provided by the Company or a third party.
Quote-the document outlining the costs and activity of the Company
Expenses-any secondary costs incurred by the Company when executing the services quoted.
1.1 This agreement shall be in effect from the date specified on the quote and has a minimum term of 12 months unless otherwise indicated in writing.
1.2 It shall continue for the Minimum Term and thereafter shall automatically renew for a further period (the “Renewal Term”) at the end of the minimum term until one party gives the other party written notice to terminate in accordance with clause [10].
1.3 The Company may unilaterally make minor variations to these Terms and Conditions, where these variations are fair and reasonable.
1.4 The Company will review its Standard Hourly Rate each April. The Standard Hourly Rate may be increased by a maximum of the CPIH inflation rate average from the previous 12 months.
2.1 The Client will pay to the Company the charges specified in the quote, plus any expenses incurred by the Company whilst carrying out the service on the client’s behalf.
2.2 In relation to expenses, the Company shall:
a) invoice the client for the expenses monthly, at cost
b) retain and supply evidence of expense for 6 months after the contract end date
2.3 All Charges are exclusive of VAT unless specified.
2.5 Charges must be paid by direct debit or bank transfer
2.6 If the Client does not pay any amount in full or on time, the Company reserves the right to:
a) Charge daily statutory interest
b) Seek legal compensation and/or
c) refer the debt to a debt-collecting agency
3.1 The Company shall advise the client to the best of their abilities and using information available to them.
3.2 The Company shall provide the Services specified in the quote in accordance with these terms and conditions.
3.3 The website SEO will be performed by the Company directly and will be uploaded by the Company unless otherwise agreed with the client.
3.4 Any marketing activity undertaken shall be broadly in line with the content strategy and plan.
3.5 The Company may adjust the plan during each calendar month or rollover activity to the following month(s), as it deems best, to achieve the client’s objectives.
3.6 The Company shall not post or write anything on the client’s behalf which is political, religious (unless specifically requested or entirely appropriate), or controversial, inflammatory, illegal, fraudulent, or anything which may harm the reputation of the client.
3.7 The Company shall report on the impact of any work undertaken no more frequently than every one month and no less frequently than every three months unless otherwise agreed by both parties and indicated in writing.
3.8 The Company will endeavour not to breach any copyright laws when providing work to the client.
4.1 The Client will provide to the Company:
a) the ability to access and make changes to the Website;
b) assistance in identifying phrases and keywords
c) access to any and all analytical date available relating to the website and social media activity
d) any and all information and documentation reasonably requested by the Company to enable us to carry out the service
4.2 The Client will be responsible for getting cooperation from any third party required to enable the Company to carry out the service.
4.3 The Client will be responsible for obtaining suitable licences of third party which are required for the full use of the Services
4.4 The Client must not use the Website or social media platforms to host, store, transfer or transmit any material which is fraudulent, unlawful, inflammatory, illegal, or that which breaks any applicable regulations or guidelines, or infringes any third-party terms and conditions or rights, or may give rise to any form of legal action against the Company, or the Client, or any third party.
4.5 The Client will guarantee that any marketing information used by the Company on behalf of the client and/or information held on individuals was obtained and is stored legally and does not breach any applicable laws (such as Data Protection) or infringe the rights of the individuals.
4.6 If the Company reasonably suspects a breach of these clauses [4] the Company reserves the right to immediately terminate the contract.
4.7 The Client hereby indemnifies and undertakes to keep indemnified the Company against any and all liabilities, damages, losses, expenses and costs (including legal expenses and amounts paid in settlement of any claim or legal action) arising, directly or indirectly, out of any breach [or alleged breach] by the Client of this Clause [4].
4.8 The Client will guarantee that any and all information passed to the Company for use on websites or social media is free from copyright restrictions, not plagiarised and/or is licensed for reuse.
4.9 If a website has been developed by the Company it is the Client’s responsibility to check every element of the website prior to the website being made available to search engines.
5.1 The Company reserves the right to invoice additional charges to the client if:
a) the client requests amendments to work which has been previously agreed as acceptable
b) the client requests amendments to pieces that adhere to the agreed content plan and Tone of Voice
c) the client incurs charges from a third party which are passed on to the Company
d) the client requests ad-hoc, additional work to be done
5.2 Payment of additional charges shall be made in accordance with clause [2].
6.1 The Client grants the Company the right to use its website and information on there for the purposes of fulfilling the contract, as agreed in the proposal.
6.2 All Intellectual Property generated by The Company shall remain the sole and exclusive property of the Company, with the exception of the content held within reports, strategies, and audits. Where the Company modifies the Website in order to provide the service, the company grants the Client a ‘non-exclusive’ license to use the new IP.
7.1 The Company warrants to the Client that;
7.1.1 The Company shall perform all activities with reasonable care and skill, however, we are not robots and where mistakes such as typos are discovered, the Company will remedy the error in a reasonable manner.
7.1.2 The Company has the legal authority to enter into this agreement
7.2 The Client acknowledges that:
7.2 1 Digital marketing is not an exact science and whilst we guarantee our activities will deliver traffic and/or awareness, specific results cannot be guaranteed. Failure to reach any targets is not a breach of the agreement, as SEO and digital marketing results cannot be guaranteed.
7.2 2 Search engines and social media platforms regularly change their algorithms and technology, which can have adverse effects on ranking, advertising or reach. The Company has no control over these changes and due to their frequent nature, any such changes cannot be considered a frustrating factor by which this agreement can be terminated.
7.2.3 A high ranking in search engines does not, in itself, increase turnover. The Company shall not be liable for any decrease in turnover.
7.2.4 It can take many months for any SEO changes to take effect
7.2.5 The Company will not be responsible for any activity on the website, third party websites or social media platforms which have not been advised by the Company, or has been advised against, including link building or Pay Per Click.
7.2.6 SEO activity may lead to a need for higher bandwidth levels or enhanced IT provisions, for which the Company shall not be liable.
8.1 The Company has no control over search engines and cannot guarantee or predict the time it takes for rankings to improve or change.
8.2 The Company cannot be responsible for search engines changing their functionality due to algorithm updates or any other updates which may have a detrimental effect on a website’s ranking either during or after client/company contract term. If a search engines algorithm devalues, filters or penalises a client’s website in any way, the client agrees to indemnify and hold blameless the Company.
8.3 The company accepts no responsibility for any changes made to the client’s website or social media by the client themselves or a third party.
8.4 The company shall accept no responsibilities for delays in delivery of key milestones or agreed to timescales if the delay is due to the client not providing relevant or necessary information when requested.
8.5 The company accepts no responsibility for the terms and conditions of any third-party provision, service or goods which they recommend or use and shall not be held liable for any breach which may be perpetrated by the client. It is the client’s responsibility to check the terms and conditions of third party provision, services, or goods.
8.6 The company shall accept no responsibility for low search engine rankings or any negative impact their advice has resulted in, if that advice was provided in good faith and based on reasoned arguments. SEO is not an exact science and the results cannot be accurately predicted.
8.7 The Company assumes no responsibility for the protection of personal or sensitive data stored on a client’s website to which we have access.
8.8 The Company shall accept no liability for any loss of revenue, profit, productivity, contracts, data, commercial opportunities, software, goodwill, or reputation.
8.9 The Company is not responsible for any spend or overspend incurred through PPC campaigns or social media advertising.
8.10 Where The Company has sourced a hosting provider, the commitments to server uptime made by the hosting provider will be passed on to The Client. If there is any downtime The Company will endeavour to remedy the problem either directly or via the hosting provider, in a reasonably timely manner. The Company accepts no liability for the impact of any loss of hosting provision.
9.1 The Company shall uphold the Data Protection Act and the General Data Protection Regulations and shall:
a) not hold client data for longer than is necessary to carry out the services contracted for.
b) not sell or pass any sensitive or personal client information on to a third party without the express permission of the client, providing in doing so the Company is not breaking any data protection laws.
c) store any personal data in a secure environment.
d) not access or use any personal data which is stored on the client’s website or social media platforms which is not absolutely necessary in order to carry out the services for which we have been contracted.
e) keep confidential any and all information about the client, its customers, working practices, commercial opportunities and any other information which may be considered commercially sensitive unless express permission is given in writing.
9.2 The Client shall:
a) not pass any personal information to the Company which has not been approved by the data subject.
b) not hold the Company responsible for any personal data stored on the client website to which the Company may have access to.
c) keep confidential any and all information about the Company, its customers, working practices, commercial opportunities and any other information which may be considered commercially sensitive unless express permission is given in writing.
d) recognise that the Company may, from time to time, wish to use the client’s name and details in marketing materials. In this instance, the Company will request permission in writing from the client.
9.3 The Client gives the Company the right in perpetuity to use the Client’s logo and refer to the Client and relevant employees of the Client in promotional activities and marketing materials, including but not limited to testimonials and case studies.
9.4 The Company reserves to right to create testimonials and case studies for or on behalf of the Client – ascribing relevant quotes to the Client’s employees or representatives – to demonstrate the Company’s activities for the Client.
10.1 Either party may terminate the contract once the minimum term has expired by giving 30 days’ notice in writing.
10.2 Termination notice may be served during the minimum term but the contract will not terminate until the end of the minimum term unless otherwise stated.
10.3 At the end of the minimum term, the contract Renewal Term will be the same as the minimum term unless otherwise stated.
10.4 Either party may terminate the contract with immediate effect if:
a) a breach of this contract occurs and the breach is not remediable
b) the breach is remediable but one party has not acted in 30 days
c) either party becomes insolvent, ceases to trade, or is dissolved
d) is unable to pay its debts or charges
10.5 Termination absolves both parties of the terms of this agreement, except clauses [6], [7], [8] and [9]
11.1 The Company may subcontract any of its services to a third party
11.2 Any terms and conditions of third-party applications, including emails, website hosting, and social media platforms, are the responsibility of the client and the company will not be held responsible should a breach of these terms and conditions occur.
12.1 The company accept no responsibility for any losses which occur due to circumstances beyond our control, such as fire, flood, loss of power or acts of God.
The Company will make every effort to mitigate such circumstances and continue service.
13.1 The Company is governed by English and Welsh Law.
14.1 Acceptance of the quote indicates the client’s acceptance of these Terms and Conditions in full.
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