Terms & Conditions
1. BASIS OF CONTRACT
a) The Order Confirmation constitutes an offer by the Customer to purchase Services in accordance with these Conditions. b) The Order Confirmation shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). c) Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force. d) These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. e) Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of Business Days from its date of issue.
2. SUPPLY OF SERVICES
a) The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects. b) The Supplier shall use all reasonable endeavours to meet any performance dates specified in The Schedule of Work within your Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. c) The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirements, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event. d) The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
3. CUSTOMER’S OBLIGATIONS
a) The Customer shall: i) ensure that the terms of the Order Confirmation are complete and accurate; ii) co-operate with the Supplier in all matters relating to the Services; iii) provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by the Supplier; iv) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; v) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; vi) comply with all applicable laws, including health and safety laws; vii) keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer’s premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisation; viii) any other relevant obligations. b) If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): i) without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations; ii) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and iii) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
4. CHANGES, DELAYS AND/OR CANCELLATION OF AGREED PROJECTS
a) In the event of change or cancellation, we reserve the right to charge you for all costs of complying with your request, which may include our expenses, production costs, cancellation fees, and our fees in respect of such plans, schedules and any work-in-progress. In cases where the cancelation was not due to any fault on the part of BBS & Co. (for example where you changed your mind); we also reserve the right to charge you for our time in preparation of audits, proposals, invoices and meetings that were incurred prior to the cancellation date. b) In the event of any project being delayed by more than two full billable months, during which no work takes place, the supplier reserves the right to continue charging at 50% of the full monthly invoice amount, up to a maximum of four consecutive months. The project end date will be extended by the same number of months as the project is delayed by the customer. The other 50% of the full monthly invoice amounts will then be charged during the months the project has been extended. If the project does not restart after four months we reserve the right to retain all payments made to the supplier and you may lose your banked days.
5. PERFORMANCE GUARANTEES
a) Please note that we cannot guarantee any improvement in the performance of your PPC (or other paid advertising), due to many variables including your website and its ability to convert and competitor activity, amongst many, which may also affect the Cost per Click and/or the performance of your campaign. We cannot accept responsibility for any variation in the performance of your website due to seasonality, competitor activity, design and usability and other marketing conditions outside our control. b) Whilst we cannot guarantee any specific improvement of rankings or traffic from organic search traffic we do use techniques in line with industry best practice as approved and/or advise by Google. c) It must be understood that we have no control over future algorithm or policy changes by Google or other search engines, but we do undertake various checks and techniques to try to ensure that the risk of a future penalty is minimised. It is essential that you inform us of any link building or digital advertising that you may carry out independently; as these may carry risks of a manual penalty if the source of the link is from a site that is known for using spam techniques or accepting payments for links. d) The performance of an SEO project relies on you (or your developer) implementing any technical recommendations and/or uploading new optimised content within a timely manner (typically 2-4 weeks). Any delay in carrying out these tasks may seriously impact the effectiveness of a project and could even result in drops in rankings e.g. if duplicate content or spam links are not removed. Delays may also hold up later phases of the project. In such cases when you or your developer have held up the progress of a project; you will continue to receive monthly invoices at 50% of the total amount of the agreed schedule. If required, the days will be banked and used at a later stage of the project i.e. once all the changes have been made. In addition, the total number of months by which the project is delayed will be added to the end of the contract, with the final 50% of the invoice charged. e) For PR and/or social media projects; the timing and placement of your content on third-party and media sites cannot be guaranteed. Therefore, the performance of the project will be judged against the agreed plan of activities to create and place content, (as well as our knowledge of the journalists and influencers in each sector). f) We will provide estimates of the likely hit rate from the planned activities and then report on the actual amount of content placed and the engagement with the published content (regarding audience reach, social shares, click throughs and traffic to your site, links generated etc.). If applicable, we will also determine the commercial value and ROI of the coverage (as compared to buying the equivalent media space through advertising).
6.DURATION AND TERMINATION
a) This project or engagement will run for the full duration agreed at the outset, i.e. in our Order Confirmation document. Between signing the Order Confirmation and prior to starting work on the project, either party may terminate the contract for any reason upon 1 months’ notice except where this duration is modified and mutually agreed. b) If you request to terminate this contract prior to its full contracted duration, the full contract cost including all setup costs and contracted monthly fees and notice period will become payable immediately. In this circumstance all pre-agreed discounts will be lost. c) Without affecting any other right or remedy available to us, we may terminate this contract with immediate effect on giving written notice to you if: i) You take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), have a receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of your assets or ceasing to carry on business; ii) You suspend or threaten to suspend, ceases or threatens to cease, to carry on all or a substantial part of your business; iii) You are in material breach of any of the terms of this client contracts and, in the case of a breach capable of remedy, you fail to remedy such breach within 14 days of written notice from us requiring remedy of such breach. d) All clauses which expressly or by implication have effect after termination shall continue in full force and effect. e) Without prejudice to any other rights we may have, we shall on termination be entitled to turn off and take down any website which we may be hosting for you as part of the services which we supply to you. f) Ownership of all supplier accounts, including PPC and Hosting, will remain the property of us until the project, service or engagement is terminated and all monies owed are paid in full. g) Without affecting any other right or remedy available to us, we may terminate the contract with immediate effect by giving written notice if you fail to pay any amount due under the contract on the due date for payment or if there is a change of Control of your business.
a) Both parties shall keep in strict confidence all ideas, concepts which are proposed in connection with our engagement or project together with all technical or commercial know-how, specifications, processes or initiatives which are of a confidential nature and which either party has disclosed to each other, and any other confidential information concerning either party’s business or services. b) Nothing in this agreement shall affect either party’s right to use as they see fit any general marketing or advertising intelligence which is gained in the course of the engagement or project.
8. NON SOLICITATION
You agree that you will not either on your own account or in association with any other person, firm, company or organisation or otherwise and whether directly or indirectly solicit or entice away or attempt to solicit or entice away any employee of ours who has worked on any project or service delivery for you in the previous 12 months.
a) Force majeure: If a party is obstructed in performing any of its obligations by an event outside its reasonable control, then performance to the extent obstructed is suspended for so long as the obstruction continues. If performance has been suspended for more than 7 days, either party may terminate the Contract by immediate written notice without prejudice. b) Waiver: Failure to enforce any of these terms is not a waiver of a party’s rights and shall not prejudice its rights to take action in respect of the same or any later breach. c) Severability: Any part of a Term which is wholly or partially void, invalid, or unenforceable shall be severed from the remainder (which remains enforceable). d) Notices: Any notice to be given by either party to the other shall be in writing, may be sent by recorded delivery, and shall be deemed served 2 days after posting. e) Variation: Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).