Terms & Conditions
v1.04 – Last updated 1 October 2012
Please note that the following terms cover all our services, if you are not sure and would like to discuss which terms apply to you and your purchased services then please contact us at: email@example.com or call 0845 57 67 123.
In this document the following words shall have the following meanings:
SEO shall mean Search Engine Optimisation, ISP shall mean Internet Service Provider, IPS shall mean Internet Protocol Service, DNS shall mean Domain Name Server, TLD shall mean Top Level Domain, FTP shall mean File Transfer Protocol, CMS shall mean Content Management System
1.1 “Agreement” means these Terms and Conditions together with any additional agreed terms;
1.2 “Client” means the organisation or person who purchases services from OMG;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Service Specification” means a statement of work, quotation or other similar document describing the services to be provided by OMG;
1.5 “Online Marketing Gurus Ltd” or “OMG” means supplier; Online Marketing Gurus Ltd, Highfield House, 1562 Stratford Road, Hall Green, Birmingham B28 9HA.
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by OMG to the Client. It is the responsibility of the Client to check these terms and conditions periodically for any updates, although where possible and where applicable OMG will strive to inform Clients of any changes that will affect them.
2.2 Before the commencement of the services OMG shall submit to the Client a Service Specification which shall specify the services to be performed and the fees payable. The Client shall notify OMG immediately if the Client does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.
2.3 OMG shall use all reasonable endeavours to complete the services within estimated time frames.
2.4 Clients must ensure that they have provided OMG with a valid email address for correspondence and notify OMG of any change in the status of this email address, and if this email address is no longer accepting email it is the responsibility of the Client to inform OMG immediately.
3. FEES AND PAYMENT
3.1 The fees for the performance of the services are as agreed in your application. OMG shall invoice the Client for the services.
3.2 OMG Services will become due and payable within 7 days from invoice date.
3.3 OMG Monthly Packages are collected in advance by standing order on the 1st of each month. If payment is not received you will be contacted within 7 days by OMG. If payment is not made thereafter within an additional 7 days, your services will be suspended and will not continue until payment is made in full.
3.4 OMG Web Design fee schedule is as follows; 33.3% in advance, 33.3% mid-way through the design period and the final, full settlement on completion of the design, but before the website is made live.
3.5 OMG shall upon receiving payment as agreed between both the Client and OMG provide a service for the relevant packages stated below, namely website design, hosting and search engine optimisation. These are subject to the Client providing the relevant content in order to complete service specification. If the Client fails to provide OMG with any information for the completion of any of these services then OMG hold the right to void all services with no refunds issued.
4. CLIENT’S OBLIGATIONS
4.1 To enable OMG to perform its obligations under this Agreement the Client shall:
4.1.a Co-operate with OMG;
4.1.b Provide OMG with any information reasonably required by OMG;
4.1.c Obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.d Comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
4.1.e Deal with OMG staff in a reasonable, professional and non-abusive manner.
4.2 The Client shall be liable to compensate OMG for any expenses incurred by OMG as a result of the Client’s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which OMG may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Service Specification, the Client shall be required to pay to OMG as agreed damages, not as a penalty, the full amount of any third party costs to which OMG has committed; and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the OMG’s losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that the Client or any third party, not being a sub-contractor of OMG, shall omit or commit anything which prevents or delays OMG from undertaking or complying with any of its obligations under this Agreement, then the OMG shall notify the Client as soon as possible and:
4.4.a OMG shall have no liability in respect of any delay to the completion of any project;
4.4.b If applicable, the timetable for the project will be modified accordingly;
4.4.c OMG shall notify the Client at the same time if it intends to make any claim for additional costs.
5. SEARCH ENGINE OPTIMISATION
“SEO services” refers to all the actions or services provided by OMG as detailed in the SEO Specifications Form.
“Fair use policy” refers to OMG’s policy regarding the amount of time you may take advantage of our additional email and telephone support which is defined by what level of SEO services you receive.
“Best practice” refers to the generally accepted informally-standardised, best techniques, methods or processes that have proven to be effective at achieving a given task.
5.1 Your SEO services cannot begin until you have provided written approval via email that you are in agreement to the services that are detailed in your ‘SEO Specification Form’.
5.2 Any additional SEO services you add to your existing SEO services at a later date, will incur an additional charge.
5.3 We do not hold you into a contract but by agreeing to these terms and conditions you agree you will serve us with a minimum of 30 days’ notice (either in writing, or by a phone call which is then followed up by an email) if you wish to cancel your SEO services at any stage.
5.4 In the unlikely event that you choose to end your contract with OMG it is solely your responsibility to remove any access you have granted OMG to, for example, your ftp details, your back office, Google accounts or services or any other accounts.
5.5 OMG will always recommend key phrases that have the potential to bring you the quickest return on your investment. If you pick key phrases that we do not recommend, OMG cannot guarantee any timescales or increase in traffic as a result.
5.6 Any SEO work you perform without our recommendations, including link building, changes to your website or anything else that negatively affects your rankings or your conversions will not be deemed the responsibility of OMG.
5.7 Any failure on your part to stay in regular contact with us regarding changes to your site including confirmation and approval of key phrases or content etc. that affects your SEO services negatively is not the responsibility of OMG.
5.8 Any onsite SEO work recommended will only be carried out by OMG if the website has been built by OMG. If OMG did not build the website, OMG will act as a consultant for any onsite SEO work recommended, with the exception of updating meta-tags.
5.9 OMG will not be held responsible for any illegal activities your website is involved in or promotes, e.g. selling counterfeit goods.
5.10 Any external influences that affect your site negatively through hosting services, domain registration or any others will not be held as the responsibility of OMG.
5.11 Unless otherwise agreed; you are responsible for inputting and creating your own content.
5.12 Content created on your behalf by OMG, once you have approved it, is no longer the responsibility of OMG. You accept full responsibility for its accuracy, maintenance and its legality.
5.13 Search engines change their algorithms regularly, which can result in fluctuations in your search engine ranking positions. OMG will not be held responsible for these fluctuations or if an algorithm change results in dramatic changes to the fortunes of your website and/or its rankings.
5.14 You agree to our ‘Fair Use Policy’ in regards to our ‘additional email and telephone support’.
5.15 Fair Use Policy:
- Starter Package: up to 1 hour per month
- Bronze Package: up to 2 hours per month
- Silver Package: up to 3 hours per month
- Gold Package: up to 4 hours per month
- Platinum Package: up to 6 hours per month
Any additional support above your allocated time may be subject to further charges, invoiced at an hourly rate.
6. ALTERATIONS TO THE SERVICE SPECIFICATION
6.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
6.2 The Client may at any time request alterations to the Service Specification by notice in writing to OMG. On receipt of the request for alterations OMG shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
6.3 Where OMG gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise OMG by notice in writing whether or not it wishes the alterations to proceed.
6.4 Where OMG gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter OMG shall perform this Agreement upon the basis of such amended terms.
7. REGISTRATION OF DOMAIN NAME
7.1 The Client agrees that all domain names carry a minimum of twelve months contractual bond on payment of fees, agreed by both parties.
7.2 The Client agrees that all domain names are registered under the property of OMG until all contractual fees have been paid in full. On full payment the ownership of the domains will become the property of the Client.
7.3 The Client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents.
7.4 The Client agrees that OMG are not held accountable for errors made on the part of the naming authorities/registration agents.
7.5 OMG guarantee that should the naming authorities/registration agents alter, the Clients will be notified immediately via OMG’s website.
7.6 The Client acknowledges that they cannot cancel any domain names once registered. On completion of payment, ownership of the domain names will be granted to the Client.
7.7 The Client understands that on completion of the contract, there is a hosting fee paid annually. If this fee, or any other fees are not received by OMG, the Client understands that they may have their service suspended until payment has been made in full.
7.8 In the event of the domain name becoming unavailable during the registration and authorisation period, OMG will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the Client agrees that they are still subject to the same fees and charges.
8. RENEWAL OF DOMAIN REGISTRATION
8.1 OMG assures the Client that the best endeavours will be made to renew all domain names automatically after the initial registration period; however the Client acknowledges that OMG will not be held accountable for the failure to do so.
8.2 The Client agrees that prior to the renewal of any domain names, the annual renewal fee will be made payable to OMG.
8.3a The Client understands that they will be informed about the renewal date a minimum 30 days in advance by writing or by email.
8.3b The Hosting Service’s will renew domain names automatically unless requested not to by the Client no later than 60 days before the renewal date.
8.4 The Client agrees that neglect to pay any annual or outstanding fees will defer the registration / renewal of any domain names. This action will not yield any refunds.
8.5 The Client agrees that they are to provide 60 days notice before the cancellation of any domain names. Neglect to provide this notice will result in the continuous process of the domain re-registration and consequent payment to take place.
8.6 The Client understands that OMG are not responsible for any materials lost due to Clients neglect to pay renewal domain registration.
8.7 As stated in clause 7.8, should the domain become ineffective, OMG shall provide and register a new domain name, with no refunds given.
8.8 Clients may transfer any domain names to a different Internet Service Provider (ISP) if they have provided at least 60 days notice before the next renewal payment and if their account has been settled. The Client agrees that neglect to provide this notice will result in the payment of the renewal fee and a release fee.
9.1 OMG reserves the right to use Client’s websites and SEO results as examples and / or case studies. This includes displaying images and screenshots of sites and / or logos across varies medias such as PDF’s, blogs etc. If the Client wants to opt out of this they can do so by contacting OMG at any time.
9.2 The ongoing monthly service can be cancelled at any time, for any reason, by the Client or OMG, by providing 30 days notice. Payment for ongoing services is collected in advance by standing order on the 1st of each month, if you are unable to pay by standing order, then there will be an admin charge of 10%. If payment is not received your services will be suspended.
9.3 If you wish to cancel your ongoing services with OMG please contact OMG to inform us you will be cancelling.
10. WEBSITES, HOSTING AND ALL OTHER SERVICES PROVIDED BY OMG
10.1 The Client understands that their website will be designed based on their choices and instructions completed in discussions with their account manager after sign up. The Client understands that all website projects are a prepaid service that requires specific information in order to run the program. OMG use various freely available 3rd party platforms for website development which are then modified to Client specific needs. All websites are configured to the latest, stable versions of Internet Explorer, Firefox and Chrome.
10.2 Once the initial payments have been processed, information will be required to be provided by the Client with regards to the design of the site, the Client will be contacted by their account manager to confirm this process. OMG will not be held accountable for any delay in the service as a result of insufficient information or neglect to provide information in the correct format. Failure by the Client to arrange final training within an acceptable time frame of 30 days will result in all final balances being due for payment.
10.3 The Client understands that they have a maximum of 4 weeks to provide all relevant information requested by OMG to begin building / creating their package. Neglect to provide this will result in a loss of any fees/deposits that the Client has already paid and result in the service being suspended. OMG’s standard 6-8 week period of site creation commences once we have received all of this information.
10.4 A consultation with your appointed account manager will be arranged once all information has been provided and payment received. This consultation will be used to discuss the aesthetic aspects of the site and advice will be offered in order to maximise the website’s potential.
10.5 OMG host all websites on Linux based web servers. The standard hosting package has 5GB of disk space and 5GB of bandwidth transfer per month. Additional space and bandwidth can be purchased if required.
10.6 The Client understands that website layouts or changes of material are not applicable once the website has been designed and / or hosted, however the Client will be given the chance to alter minor aspects of the website should they be dissatisfied. Any major site redesigns will be charged accordingly.
10.7 Once live the Client agrees to pay an ongoing monthly fee to cover hosting, emails, ongoing training and support.
10.9 OMG are not responsible for the content placed on any sites that we provide ftp access or content management systems for. It is the responsibility of the Client to ensure all content is appropriate. Unless otherwise agreed the Client is responsible for inputting their own content through the back office system provided. Full training will be available for this.
10.10 On payment of the final balance all intellectual property rights, design and website files become the property of the Client, unless otherwise agreed in additional terms and conditions agreed by both parties.
10.11 Any 3rd party software used such as forums or blogs that requires future upgrades will be charged accordingly as and when requested by the Client.
10.12 OMG reserves the right to have accreditation placed on the footer of the website of at least the home page, unless otherwise agreed in additional terms and conditions agreed by both parties. If the Client wishes to remove this there is an admin charge of £199 + VAT.
The Client shall indemnify OMG against all claims, costs and expenses which OMG may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against OMG alleging that any services provided by OMG in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.
12. LIMITATION OF LIABILITY
12.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of OMG to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
12.2 In no event shall OMG be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
13.1 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
13.2 The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
13.3 The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
13.4 The other party ceases to carry on its business or substantially the whole of its business; or
13.5 The other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
14. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
15. DATA PROTECTION
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.
16. INDEPENDENT CONTRACTORS
OMG and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. OMG may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve OMG of its obligations under this Agreement.
17. GOVERNING LAW AND JURISDICTION
This Agreement shall be interpreted and construed according to, and governed by, the laws of England and Wales, excluding any such laws that might direct the application of the laws of another jurisdiction.
18. COMPLAINTS PROCEDURE
18.1 OMG is committed to providing a high quality service to all our Clients and take all complaints extremely seriously, endeavouring to deal with your matter as urgently as possible. However, if you have any concerns or problems with the service we have provided then please follow the following procedure;
- First contact the OMG Customer Services Manager by telephone (0845 57 67 123) or email firstname.lastname@example.org. Alternatively you can put your complaint in writing.
- The complaint will be investigated by our Customer Services Department, who will review the complaint and make initial contact within 2 working days.
- The Customer Services Manager will respond back to you within 7 working days from receipt of the complaint with his/her findings and suggestions of how to resolve your complaint.
- If we are unable to deal with your complaint within the time scale we will advise you of the reasons for the delay and advise you a response date.
If you feel that your complaint still remains unresolved then it will be escalated to the Managing Director.