'The Contract' means the contract between The Company and The Client for the supply of Services governed by these Terms and Conditions.
‘The Client’ means the individual or business entity who purchases Services from the Company.
'The Company’ means Tracy Bailey t/as Smart Digital Solutions.
‘Services’ means the services The Company will provide to the Client.
2. THE CONTRACT
By paying an invoice, The Client agrees to these Terms and Conditions.
3. SERVICES PROVIDED BY THE COMPANY
The Company may, from time to time, use subcontractors for the provision of the Services provided and The Company shall remain liable to The Client for the performance of the Services as if it had carried them out itself.
The Company will provide various services on an ongoing, monthly basis which shall periodically include:- Website optimization, website blog posts, posts to social media such as Facebook, Twitter etc., design work, adding website content, domain name hosting, domain name renewal, the provision of email services if required, submission of content to search engines and other relevant directories.
The Company agrees to provide an efficient, reliable service and will not post any illegal, derogatory or inflammatory content either on the website or on social media platforms or directories.
4. THE CLIENT’S OBLIGATIONS
The Company shall invoice The Client monthly in advance for work undertaken and The Client shall pay the invoice within 14 days from the date of the invoice. If the invoice is not paid, The Company will contact The Client to determine the reason for non-payment and will endeavour to resolve any issues The Client may have. However, if a mutually agreeable resolution cannot be found, The Company reserves the right to terminate the Contract and take the website offline.
The Client shall provide assistance and technical information to The Company, as reasonably required by The Company in sufficient time to allow The Company to provide an efficient service. This includes approving work done by The Company, any technical changes necessary such as a change of domain name or the addition/ deletion of email addresses. The Company shall also inform the Client of any significant business operational changes that may affect the content of the website or social media activities.
The Client also agrees to take due care to monitor content posted on the internet by The Company to ensure there are no inaccuracies and agrees to indemnify The Company against any claims made against The Company in relation to this.
5. INTELLECTUAL PROPERTY
The domain name, even if registered by The Company on behalf of The Client, will remain under the control of The Client and The Company will relinquish any administrative control as soon as is practical at the Client's request.
5.1 WEBSITE AND CONTENT
Where The Company builds a website on behalf of The Client, The Company offers two distinct types of service:
a. The Client pays an agreed, fixed fee for the building of the website and is therefore the owner of the website and its content.
b. The Client does not pay a fixed fee for the building of the website as The Client has agreed to a rolling monthly price for a digital marketing package with The Company, and therefore the content of the website (all files and written content) hosted on The Client's domain is the property of The Company. The Client understands that it is renting all website files and content on an ongoing basis except for any images and/or content already provided by The Client. If The Client wishes, the website and content will be available to purchase from The Company at a price agreed by both parties.
If this Contract is terminated for whatever reason and by either party, the website will cease to be hosted by The Company. If The Client owns the website, a copy will be provided free of charge by The Company at the Client's request within a reasonable time and no later than 14 days after the date of the request.
5.2 EXISTING WEBSITES
If The Client instructs The Company to undertake work (including a monthly digital marketing campaign) on an existing website that The Client already owns, the website and its content will remain the property of The Client.
The Company will invoice The Client monthly for services provided. The rate must be agreed by both parties on a pro rata basis for this Contract to remain valid. The Company will notify The Client at least three months in advance of any proposed change. The Client is under no obligation to accept a new rate and can terminate this Contract if it does not accept a new monthly rate.
7. ADDITIONAL CHARGES
The Client acknowledges that certain Services may involve the purchase of third party Intellectual Property Rights (such as Royalty Free Stock Photographs/ Images) and this cost may be passed on to The Client. The Company will not do this without The Client's prior consent. The Company will also seek the consent of The Client before purchasing any advertising space in or on any form of media e.g. online platforms such as directories or actual, physical publications, as this cost will also be passed on to The Client.
The Client accepts all responsibility and agrees to indemnify The Company against any claim relating to any activity or inaccuracy outside of The Company's control.
The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent or other deliveries from a third party. The Company shall use its reasonable efforts to assist in rectifying any problems if so requested by The Client. The Company shall also not be responsible for URLs dropped or excluded by a search engine for any reason, or for search engine algorithm changes that adversely affect the ranking of a website.
8.1 COPYRIGHTED CONTENT/IMAGES
The Client shall be liable for any copyright infringement claims that arise as a result of images or content supplied to The Company by The Client for use on The Client's website or social media platforms. This shall include any content/images that already exist on a website that The Company has been instructed to carry out work on by The Client.
9. CONFIDENTIALITY AND PERSONAL DATA
The Company will take all reasonable steps to ensure that all personal data held within its control is kept confidential. The Clients agrees to the same. In other words, each party agrees to comply with its respective obligations under current Data Protection Laws.
10. TERMINATION OF THIS CONTRACT
Either party can terminate this Contract at any time and for whatever reason. Payment for any outstanding invoices/ work done by The Company up to the date of termination must be made within 14 days if The Client terminates this Contract.
11. FORCE MAJEURE
Neither party shall be held liable for a Force Majeure ('Act of God') event.
12. LAW AND JURISDICTION
The Contract shall be governed by and construed in accordance with English law and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.