Terms & Conditions
These Terms and Conditions relate to all and any agreement between us when you buy from us, eapb Marketing Consultancy. Details of what we will provide and what you will pay will be contained in the Business Agreement/Proposal.
“Services” means anything we do on your behalf in accordance with any agreement, and particularly as detailed in the Business Agreement/Proposal.
“Goods” or “Products” are those items, ancillary to our services, as detailed in the Business Agreement/Proposal.
“Ongoing services” means any services we provide on an ongoing basis, usually after initial work is completed, such as marketing support and search engine optimisation (SEO) etc, as particularly detailed in the Business Agreement/Proposal.
“Nominated Persons” on the Business Agreement/Proposal, if applicable, means the person(s) within your organisation who we will be dealing with. We will not deal with anyone else unless you have our written agreement. It is your responsibility to ensure that all contact details for all persons are accurate and up to date.
“Consumer” means anyone purchasing not in the course of a business. We do not intend to affect a client’s statutory rights. “Staged payments” means when we have agreed a price with you for products and/or services but that price is paid at various stages of work or at specifically agreed times.
2. ABIDE BY TERMS
By using this organisation and services, you will be deemed to be aged 18 or over and to have read and understood, and agree to be bound by, our Terms and Conditions. Where you are entering into an agreement on behalf of an organisation you confirm that you have the legal right to do so.
3. SUPPLY OF GOODS AND SERVICES
(a) Products are offered to the best of our ability and based on available information and facts, including information and facts from manufacturers/sellers. Services are provided to the best of our ability, based on personal experience, information and facts you provide. Any opinion, statement, recommendation or anything whatsoever shall not form a guarantee. If we make recommendations for other suppliers then this does not form any endorsement or guarantee.
(b) Proposals are valid for 30 days from the date of the Business Agreement/Proposal. Acceptance of a Business Agreement/Proposal is deemed an order and must be confirmed by you in writing (this includes e-mails). We reserve the right to refuse to accept any order.
(c) You confirm that you are aware that any results, whether on a marketing, sales or other basis cannot be guaranteed from our services. You enter into this Agreement with the understanding that you are responsible for your own results. You hold us free from all liability and responsibility for any actions or results or adverse situations created.
(d) We will use our reasonable endeavours to supply the services and shall not be responsible for any failure to provide services or any unavailability. We cannot guarantee that access to websites or any other services will be uninterrupted, secure or error-free. We will not be responsible for any events, such as crashes, which may result in data loss.
(e) We make no warranty against electronic virus, worms or any other fault or defect or problems which may occur, or as a result thereof, including data, documents or any e-mail which we send you.
(f) A Hosting Agreement is required to run and maintain storage of information for your website. Unless we have specifically agreed within the Business Agreement/Proposal, we are not responsible for web-hosting.
(g) We reserve the right to suspend the services and to substitute any individual person within this Organisation, where necessary.
(h) Where specified on the Business Agreement/Proposal, when we provide the services to your organisation we deal with nominated persons. We reserve the right to refuse to work with any individual without specifying a reason.
(i)You are always responsible for anything which you submit to us (including, but not limited to data, information, materials or documents or anything else whatsoever. We always advise that you retain copies/back-up of anything which you submit to us. We can not be responsible for the destruction or damage of any item whatsoever which you submit to us, including replacement, reshooting, reprinting, copying, nor any losses whatsoever which occur as a result thereof.
(j) If we have specifically agreed on any Business Agreement/Proposal to supply any report or documentation, then this will be in whatever format and will contain the information that we, in our absolute discretion, deem appropriate.
(a) Use of the Internet and websites is designed for computers which meet certain specifications as to hardware, including servers and software. It is your responsibility to ensure that any server on which we agree to install a website meets our minimum criteria in this regard. Consultancy advice can be provided to you at your request as to the specifications. We will advise you at the time of your request whether any additional charge will be made for this service.
(b) We will use our best endeavours to ensure that any website designed and/or developed is compatible with the internet browsers specified on the Business Agreement/Proposal.
(c) Please refer to the Business Agreement/Proposal for your responsibility for any testing or provision of a suitable testing environment and proof-reading and checking. Unless otherwise agreed, you agree to fully proof-read, check and test any website or anything we supply, before it is made generally available for use.
You will have 10 days from the date that we advise you that the site is ready, or from when we provide items to you, in which to do this. For website design, if we do not hear from you within 10 days from the date that we advise you that the site is ready, then we will assume that you accept the site as it is. If any errors, “bugs” or problems are found after the site has gone “live” we will use our best endeavours to make the necessary corrections, but we are not obligated to do so.
(d) Where the agreed price for the websites usually includes design, this is for the initial design only. Subsequent redesign or design and amendments or corrections will be liable to be charged at our current usual rate for such work.
(e) Ultimate responsibility for computers, including servers, hardware and software, hosting, internet connection, cabling and maintaining a stable internet connection rests with you.
(a) The level of our support is detailed in the Business Agreement/Proposal.
(b) Completed websites are provided as a complete work as detailed in your Business Agreement/Proposal. We are usually delighted to provide future support upon request, at extra agreed cost, but are not obligated in any way to do so.
6. THIRD PARTY
(a) The nature of services we supply means that third parties may be involved and you will need to adhere to any agreements which may apply between you and that third party, such as a hosting or user agreement. We will advise you of third parties, but where you are in any doubt whatsoever, please contact us. By entering into this Agreement with us you are also confirming that you understand that there is an agreement directly between you and the third party and are also confirming that you have read and agree to adhere to your agreement with the third party, including any fee payment.
(b) Some features of our services will be based on software or items provided by third parties, such as shopping cart software or banking. Any such software is provided on an “as-is” basis, without warranty and you specifically agree that we can not be responsible for any faults, failures, errors, or issues relating to the operation of third party software, nor the availability of updates and upgrades.
(c) You specifically agree that we shall have no liability, obligation or responsibility for any activity, use or dispute between you and any third party.
7. PRICES AND PAYMENT
(a) The price you must pay for the products/services will be fully detailed in the Business Agreement/Proposal. Where you make changes to the original Business Agreement/Proposal, you will be charged at our current usual rate for such work. Unless stated otherwise, all prices are in GBP Sterling.
(b) Payment for all services must be made in full, by cash, cheque, BACS payment, or credit/debit card within 14 days of the date of any invoice supplied. This includes any taxes due.
(c) Payment may be due from you in stages or on a monthly basis. Unless you have our written agreement otherwise, a non-refundable deposit is payable by you before we commence any work. Please refer to the Business Agreement/Proposal for payment schedules.
(d) Where payment is a part of staged payments, or on a pre-arranged monthly basis for on-going services, then:
» you are charged 1 month in advance.
» late or non-payment automatically means that all work stops until such time that full payment (including any accrued or extra payment) is made. No refunds will be made and no work or product of services will be released until full cleared payment has been received by us. You always remain liable for payment of services ordered.
(e) If you do not pay or there are any problems with your method of payment, then once you have ordered services you are still responsible for payment. If we do not receive payment within 14 days of the date of the invoice, then we will charge you 7.5% interest for each month or part thereof that the invoice, or any part of it, remains unpaid, until we receive full cleared payment. We also reserve the right to charge you for all expenses and costs in dealing with problems with your payment or recovering monies due to you.
(f) We reserve the right to increase prices for any ongoing services, such as maintenance, which may be as a result of third party increases. If we do, then we give you at least 28 days notice in writing. Consumers can then cancel most agreements at any time up until 14 days before the next supply of those ongoing services.
(g) For payment made via a third party/ third party services, you confirm your agreement to adhere to that third party’s User Agreement.
(h) Late payment of invoices (deemed as over 30 days from the invoice date) will attract interest at 8% plus the Bank of England base rate.
8. PAYMENT AND PASSING OF RIGHTS
(a) Upon cleared payment of all amounts due to us, you are usually assigned the right to use what we produce for you. This may be for a fixed duration as detailed in the Business Agreement/Proposal. All Intellectual Property remains our property. Unless you have our specific written agreement, which is usually contained on the Business Agreement/Proposal, ownership of anything we provide during the services does not pass to you.
(b) No such rights as described in (a) above will pass until the cleared payment of all amounts due to us is received from you. This means that we will have a lien over any item, data or materials if all payments due from you have not been paid and cleared in full within 1 month from the date of the invoice.
(c) Rights to photographs, graphics and any third party items, such as source code, always remain the property of their respective owners.
(d) Unless you have our specific written agreement, all designs and files management and for website projects all interfaces, navigational devices, menus, menu structures or arrangements, icons, help, all operational instructions, scripts, cgi applications, software, programming/source code, and all other components of any source or object computer code that comprises a website, all literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access, or otherwise affect the content and design elements used or developed, remain our property and we retain full ownership rights.
You specifically agree not do anything that may in any way infringe upon or undermine our rights, title, or interest in the website. This includes, but is not limited to, any sale, transfer or gift of the whole or of any part of any item, data or anything whatsoever that we own. You fully understand that we may reproduce, reuse, develop and use in any other way we choose, anything within our ownership.
(e) If you do not collect anything you supply to us, including any data, and information after 3 months from the date we complete the work, then we reserve the right to dispose of such items.
9. ACCURACY AND RESPONSIBILITY
(a) You confirm that any data, information, materials or documents or anything passed to us has been checked by you as being accurate, suitable for the use you require, is proof-read, final and requires no further amendment and does not breach any copyright, intellectual property or the rights of any third party whatsoever in nature, is not contrary to any law and is virus-free and functions satisfactorily. This includes, where applicable, that any advertising complies with the Codes of Practice issued by the Committee of Adverting Practice in England and Wales and other relevant industry codes of practice, together with current legislation.
(b) You agree that all text and graphics, and anything which we require from you will be provided by you in the format we specify. If you have any queries relating to the format required, please contact us at email@example.com. If we have to do any work, if anything is not in the correct format, or there are problems with the format or item, then we reserve the right to charge an additional amount for that work at our usual rate.
(c) You further agree that you are responsible for supplying to us anything whatsoever that we request, (including FTP or similar functioning login details and the email address of a technician who can upload requested changes) so that we can supply the services to you and agree to supply it within any deadlines we set.
(d) Where applicable, you agree that if we, in our absolute discretion, feel that the website is sparse in textual content, you will provide additional relevant text content in electronic format for the purpose of creating additional web pages or increasing the content on existing pages, at our direction and discretion. If this content is not or cannot be provided, you agree to allow us to modify keyword density, positioning and other SEO related aspects of the content or any other without restriction. If we have to do any work because the information is not in the agreed format then we reserve the right to charge an additional amount for such work.
(e) You agree to implement recommended changes to your website within 5 days of any such request by us.
(f) It is your responsibility to proof-read and thoroughly check, make your own investigations and approve all drafts, proofs, websites and anything which we supply to you. You must advise us of any errors, omissions, mistakes etc which were not in your approved drafts/websites etc within 7 working days of receipt.
(g) You agree that you are responsible for the actions of all your employees, agents, consultants or those who appear or purport to be a member of your organisation or working with them.
(h) You agree that you will solely be responsible for your use of any services provided to you, that you will not misuse them in any way and that you will use our services legally and only for the purposes for which they are intended to be used. This includes responsibility for the security of passwords, if applicable. You will also be responsible for ensuring that you do not breach any third party prohibited activity or misuse policies.
(i) Our services are provided to you for use in your organisation and the Website on the Business Agreement/Proposal only, any attempt to use our services (such as our SEO services) for the provision of services to another organisation, or to sell the information provided to you under this Agreement for any other purpose, will be deemed a fundamental breach of this Agreement.
10. COPYRIGHT AND LICENSE
(a) You confirm that you hold the full copyright of anything that you provide to us or that you have obtained the copyright owner’s permission to use it in this way.
(b) You confirm that you will not breach any copyright in any way whatsoever in so far as materials, software, information, content and anything whatsoever supplied to you by or available from us.
(c) You agree that we have a non-exclusive, worldwide, and royalty-free licence for the whole of any term, including any renewal term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use anything you provide to us, as necessary, solely for the purposes of operating and providing our services to you.
11. DESIGN CREDIT
(a) You confirm that we reserve the right to include, without any notice or payment due to you, details of any services provided, including any images to show the nature of the work, for our use either on our website or within any printed portfolio, as an example of our work, together with, as we require, a link back to our site.
(b) You also confirm that we reserve the right to include reference to either an individual or this organisation, or both, as having provided any service to you. This includes on any website we provide or work on for you as part of our services. Where we do not maintain the website for you:
» we may remove any reference to an individual or this organisation from your website without notice.
» you will remove any reference to either an individual or this organisation from your website within 7 days of us providing you with written Notice.
12. TIME ESTIMATE
(a) Unless we have specifically agreed otherwise, times are estimated only.
(b) We will use all our reasonable endeavours to complete any supply or services within any time estimate that we give.
(c) We will not be liable for any loss or damage suffered because of any unavoidable or reasonable delay in completion, including third party involvement and your failure to deliver items such as documents or information. We aim to keep you informed about any delays.
13. RETAINING COPIES AND DATA BACKUP
(a) It will always remain your responsibility to retain, as applicable, copies and/or up to date back-ups of anything you supply to us.
(b) Unless we have specifically agreed, it is also your responsibility to retain up to date back-ups in connection with your website once the services have been completed by us. It is not our responsibility to retain any copies.
(c) We accept no responsibility whatsoever and will not be liable for any losses, claims or damages which may arise in this regard.
14. LIABILITY DISCLAIMER
(a) To the extent that the law allows, we will not be held responsible for any loss, incidental or consequential damage, or loss whatsoever, including any third party losses or losses caused by third parties, arising out of installation, use (unauthorised or otherwise), errors, mistakes, accident, theft or fraud, destruction, transit or any part whatsoever of the provision of services, including any failure to provide.
(b) In the unlikely event that we would be held liable for any losses occurring as a result of using/failing to use the services or at all, then such total damages for any loss whatsoever shall be limited, in relation to any one incident or series of related incidents, to 100% of the amount paid by you.
15. INFORMATION AND DATA PROTECTION
Both of us agree that the specifications, documentation and information relating to our services are confidential, including information obtained about each other, and that only the agreed information as appears on the website can be disclosed, other than as required by Statute or Court Order.
17. EXCLUSIVITY AND ASSIGNMENT
(a) You specifically agree that we have full and exclusive working rights within the terms of provision of any agreement and that you will not involve other parties without our specific agreement in writing.
(b) You can not transfer, sell or share any rights in any way and nobody else can benefit but you.
(c) We reserve the right to assign and/or sub-contract all or any part of the services but this would not affect your rights under this Agreement.
18. ELECTRONIC ORDERS
In view of the nature of the services we provide, if we accept an electronic order then unless we have agreed otherwise in writing, we both agree that you waive any cancellation or refund rights under the Consumer Protection (Distance Selling) Regulations 2000, particularly Regulation 13.
19. QUERIES, COMPLAINTS AND NOTICES
(a) We aim to respond to any queries or complaints within 7 days of the complaint or query arising (or 7 days of the date of any invoice where it relates to an invoice). Complaints must be addressed in writing to our address on the Business Agreement/Proposal on your headed paper and be signed by an owner or director of your organisation. If any cause of complaint may amount to a breach of any term or condition then you must allow us 30 days to remedy that breach.
(b) Notices for either party must be in writing to the address which appears on any Business Agreement/Proposal.
(c) Notices are deemed to have been received on the 7th day after posting using Royal Mail 1st class service, provided that a duly stamped proof of posting is obtained from Royal Mail.
Each clause or any part of this Agreement must be regarded as independent of the others. If any clause or any part of this Agreement is found to be unenforceable or invalid, it will not affect the validity or enforceability of the rest of this Agreement.
21. TERM, BREACH AND CANCELLATION
(a) We reserve the right to terminate our services:
» Immediately if you breach any term of this Agreement – you will not be entitled to any refund.
» By giving you 30 days notice. In these circumstances we will refund you for any unused services within 30 days of the service ceasing. We will not be responsible for any liability whatsoever, including any claims, expenses and fees, relating to the notice period and service ceasing.
(b) You may cancel our services by giving us 30 days’ written notice. However, where you have already ordered ongoing services within a Business Agreement/Proposal Form, then you remain responsible for full payment of any unused services.
(c) If we do not act upon any breach immediately, you should not assume that we have waived any rights as to enforceability or to seek redress, unless we have expressly stated that in writing.
(a) These Terms and Conditions supersede any and all prior representations, understandings and agreements between you and us.
(b) We reserve the right to vary these Terms and Conditions at any time and such variation takes effect when they appear on our website or we forward them to you, whichever is sooner.
(c) These Terms and Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.
eapb Marketing Consultancy
23 Caburn Heights
Tel: 0800 644 4144
Paul Brewster: 07917 875197