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Published: 28 March 2019

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1. Defined terms 

“Client”, "You" & “Your” includes the company or person/s purchasing the Service/s, or any party acting on the customer's instructions.

"We", “Our”, “Seller”, "Us", “Company” & “MarketMagnet UK” refers to “MarketMagnet UK” and any other party acting on behalf of us. 

'Force Majeure Event' means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility Service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

“Partner” & “Contractor” refers to any party and contractor that consults on MarketMagnet UK’s behalf.

“Service/s” refers to all the goods and services provided by MarketMagnet UK, Partners, Sub-Contractors, and/ Contractors to the Client. This may include project work and/ monthly campaigns.

Any other definitions that are unclear to the parties in the agreement shall be clarified before agreement of this contract. 

The relationship entered into between You and Us is governed by these following terms, which shall apply during, and where necessary after, the period of the relationship between You and Us.

 

 2. Agreed Scope of Work 

MarketMagnet UK agrees to perform the Service/s as described in the proposal outlined for each Client's project. All additional works required by the Client shall be charged accordingly. 

MarketMagnet UK shall not commence any additional work unless prior written approval is received from the Client in each instance.

 

3. Payment terms

3.1 Payments due

In connection with the performance of Service/s described, You agree to pay to ‘MarketMagnet UK’ the fees described in the proposal. 

 

3.2 Arrangement of payments 

All fees are due upfront for Services as set out in the proposal. 

Web Design Services and larger project work will require a deposit, phase payments/s, and upon completion the remainder will be invoiced before Services go live and handed over to the Client. Phase payments will be required as described in the proposal/s. 

We require You to set-up a standing order/s for monthly re-occurring costs to ensure an uninterrupted Service/s. 

Hosting Charges are annual, and will be billed at the agreed price from the site going live. 

For monthly Services, We will need 30 days’ notice to cease Services. It will be Your responsibility to cancel any standing orders once a contract is terminated and the last payment has been received by Us.

The Client shall not be permitted to collect and take Services until the total amount due has been rendered in full, unless this condition has been expressly excluded in writing by an authorised representative of the Seller.

 

 3.3 Expenses

In addition to the fees described above, You will be responsible for certain disbursements, expenses, and other costs (if any) MarketMagnet UK incurs in connection with this agreement.

Unless special arrangements are otherwise made in writing; fees and expenses of third parties will be Your responsibility and will be billed directly to You. These costs will need to be approved by You in writing in advance of being incurred. You will be invoiced for all reimbursable expenses, together with appropriate documentation evidencing such expenses. 

 

3.4 Late Payment Penalty

MarketMagnet UK (at our discretion) reserves the right to impose an interest charge equal to 10% on any fees or invoiced reimbursable expenses that remain unpaid after 7 days of the invoice due date. 

MarketMagnet UK reserves the right to suspend the Services if payment is not paid in full within 21 days of the original invoice due date.

 

3.5 Refunds 

We do not offer any refunds. If there are any disputes regarding the Services We have provided, these will be reviewed, and any reimbursement fees will be at our discretion, should We find the dispute in the Client’s favour.  

If the Client asks for the Services to be halted at any stage, for any reason; the deposit and/ interim payments shall not be refunded. Any work carried out that requires payment up until that point shall be invoiced accordingly.

  

3.6 Additional charges

Once work is completed, as agreed in the proposal, additional works are charged at an hourly rate. Additional charges will be discussed and agreed upon before commencement.  

For any major new features and functionality, We will issue a separate quotation/s after discussing Service specifications.

 

4. Conditions to Our Performance of Services

4.1

Prior to commencing the Services, You agree to first:

• Provide payment upfront or meet the minimum upfront payment term for the Service.
• Provide username and password, images, content, and logos if necessary for Us to meet requirements.
• Provide all information and documentation that MarketMagnet UK may request from You or that may otherwise be useful to Us in connection with the performance of Services.
• Immediately advise MarketMagnet UK of any changes to Your operations or other information that may require a change in the scope or the Services.

 If You want to increase or decrease the scope of the Services described in the proposal, or want to add additional Services, MarketMagnet UK requires that any such changes be mutually agreed to in writing and attached to this agreement as an addendum. Payments and terms of these Services will also be agreed in writing. 

 

4.2

• 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. 
• 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 advised by Google.
• 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 ‘spammy’ (/ ‘Black Hat’) SEO techniques or accepting payments for links.
• The performance of an SEO campaign 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 Service and could even result in drops in rankings e.g. if duplicate content or ‘spammy’ links are not removed. Delays may also hold up later phases of the Service/s. In such cases when You or Your developer have held up the progress of a Service/s; You will continue to receive monthly invoices according to the agreed schedule.
• For PR and/or Social Media Campaigns; the timing and placement of Your content on third party and media sites cannot be guaranteed.  Therefore, the performance of the Service/s 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). Our Contractors will provide more information which may or may not include the following; 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 the Contractor may also determine the commercial value and ROI of the coverage (as compared to buying the equivalent media space through advertising).
• Terms & Conditions of any Partner or Contractor We refer to deal directly with You, will superseded MarketMagnet UK’s Terms & Conditions. MarketMagnet UK will no longer be contracted to the Client; thus, We do not take responsibility for any outcomes for Services.

 

 5. Termination

This agreement will continue until completion of the Services. Should the Client wish to terminate this agreement prior to the end of the term, You will pay to MarketMagnet UK the unpaid portion of fees for Services that were performed, plus all unpaid reimbursable expenses.

Notwithstanding the previous paragraph, if You intentionally or repeatedly do not abide by these terms, and the situation is not resolved within 10 days of receiving written notification from Us, We reserve the right to end the Service/s immediately. 

 

6. Independent Contractor Status

You understand that You are engaging MarketMagnet UK as an independent consultant. This agreement is not intended to create any partnership, joint venture, co-ownership, agency, or employment relationship between Us. Unless MarketMagnet UK specifically agrees to, in writing, MarketMagnet UK will not act for You as Your agent or make commitments for You or on Your behalf.

 

7. Miscellaneous

This agreement shall only be amended by MarketMagnet UK. You are not permitted to assign Your rights, duties, or obligations under this agreement to any other party without MarketMagnet UK's prior written consent.

This agreement constitutes the entire agreement between the Client and MarketMagnet UK with respect to the performance of the Services set forth above. This agreement supersedes any previous agreements between these parties relating to the performance of these Services. If any additional Services will be required once Services have commenced, deliverables will be reviewed and changed upon agreement of both parties.

 

8. Our Intellectual Copyright

We will hold intellectual copyright of any material, including any source code and original images created for the Client until payment of the final invoice. 

  

9. Clients Responsibilities with Regards to Copyright

In situations where the Client provides images, text, and animations for their website, then they are legally responsible for ensuring that this material does not infringe any copyright. Certain images provided by Us in the construction of the website may have been purchased under license from stock image suppliers. These images are generally only licensed for use on a single website and may not be used in publicity material unless otherwise agreed. The terms detailed below apply to our legal contract with You only. 

 

10. Company Obligations, Limitation of liability/indemnification

Neither party will be liable to the other for special, indirect, or consequential damages incurred or suffered by the other arising as a result of or related to the performance of our work, whether in contract or otherwise, even if the other has been advised of the possibility of such loss or damages. Our total liability under these conditions with respect to the work, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by the Client to Us for Service/s. 

The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure Event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.

Neither party shall be held liable for a Force Majeure Event. 

 

11. Force Majeure

The Seller shall not be liable to the Client or be deemed to be in breach of the contract for reason of any delay in performing or any failure to perform, any of the Seller’s obligations in respects to the Services, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as cause beyond the Seller’s reasonable control:

 

a. act of god, explosion, flood, tempest, fire or accident;

b. war or threat of war, sabotage, insurrection, civil disturbance or requisition;

c. acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority;

d. import or export regulations or embargoes;

e. strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

f. difficulties in obtaining Goods, raw materials, labour fuel, parts of machinery;

g. power failure or breakdown of machinery.

 

 12. Search Engine Promotion

Unless agreed, We are not by default responsible for the Client’s on-going web site promotion if the Client only undertakes web design or other non-related Search engine Services with Us. If the Client requires the site to be promoted on an ongoing basis, a separate contract must be agreed. The order in which websites are ranked in the search results is controlled by the search engines. We will endeavour to ensure that Your site is successful in the search rankings through a carefully optimised design. However, search engines frequently change their retrieval methods and You accept that We cannot be held responsible for future rankings under this contract.

  

13. Point of contact and third parties 

The principal points of contact for all matters relating to the Service/s must be specified before commencement of said Service/s. We reserve the right to charge additional fees to cover our time and resources if another party is brought into the contract after the commencement of Service/s, which leads to a change in specification & / design from that agreed with the original point of contact/s.

 

14. Future work

Work is provided to and accepted by the Client as a fully functioning, completed work. By agreeing for the Services to go ‘live’, the Client is accepting that they have checked and are fully satisfied with their Service. Any future structural or design changes to the Services may require the issuing of a new quotation. 

 

15. Compliance with Ecommerce, Accessibility, or Other Regulations

Services are designed in accordance with the Client’s specifications. It is the Client’s responsibility to ensure that its content comply with current regulations. We cannot accept responsibility for any failure to comply with regulations related to accessibility, selling online or regulations related to a specific business or trade. We recommend that where compliance related to any website or business is complex it may be necessary for the Client to take legal advice.

 

16. Technology and Mobile 

We endeavour to ensure that Your Services adapt to the screen resolution being used to view it on, with the most common mobile devices available at the time of the creation, as well as different browsers. However, since current devices and browsers have regular updates, and with new devices and technology introduced frequently, they can carry their own restrictions. So, We cannot guarantee the Services will always function perfectly, especially those that are created and launched after work has been completed. Dynamic elements and functionality may additionally cause inconsistencies. 

 

17. Web Hosting 

If the Client agrees to host their site with Us, then that indicates full agreement of Our web hosting terms and conditions, which is viewable at Our hosting Partners site https://www.vtshosting.co.uk/ hostingterms.php. If the site is to be hosted externally, then the Client accepts that We have no control over the server performance, security or backup policies on that server and the Client agrees that We have no responsibility or requirement to compensate for any loss of revenue or damage to reputation caused by poor performance, malicious behaviour on the website, downtime, or data loss as a result of the Client’s external hosting platform and back up strategy. If We are required to repair or restore a site on external hosting, then additional fees will be payable. 

 Any payment processed in relation to the Service/s provided by MarketMagnet UK shall constitute to an agreement of the Contract Terms and Conditions.