Digimedia Ltd, Terms and Conditions of Service

The following constitute the terms and conditions of access and use of the Services, as defined hereunder, which shall be deemed to have been read and agreed to if you use any Services provided by Digimedia Ltd (www.digimedialtd.co.uk  AND  www.ppcmanagementuk.co.uk)
1. Acceptance.
By accepting our quotation how so ever provided for a service provided by Digimedia Ltd you signify your assent to these terms and conditions, as shall be updated from time to time, and Our Privacy Policy currently provided by this link: Privacy Policy. These Terms and Conditions constitute a binding and enforceable agreement between Digimedia Ltd. and you, a person or Company that has accepted our quotation for work as defined on our Quotation. If you do not agree to any of these terms, then please do not use our Service(s).
2. Definitions.
2.1 In the context of this Agreement, “Digimedia”, "we", "our" and "us" means Digimedia Limited and websites such as www.digimedialtd.co.uk and www.ppcmanagementuk.co.uk which are owned and operated by us.

2.2 "Service" or "Services" means any work carried out by Digimedia at your request after you have accepted our quotation for such work. Such services may include: web site design (whether a full web site or part thereof), pay per click advertising (as provided by Google AdWords or Microsoft-Yahoo adCenter), search engine optimization or any other Internet Marketing Service for which we have provided a Quotation for.

2.3 "You" or "Client" means a person, company, or any other entity, including a division or department thereof, and including anyone authorized to purchase the services on behalf of the foregoing, which provide services in the field of online marketing and advertising optimization and management;

2.4 "Quotation" shall mean the price we state in writing (whether by email or on paper and sent by letter mail), verbally in a face to face meeting or by telephone for the service You have requested we provide. A Quotation may mean a total price OR a monthly charge that we invoice for in respect of an ongoing service that we provide over many months, or years.

2.5 "Email" shall mean the electronic sending of text to any email address that you provide us with for the purpose of communicating details about the service as well as our own email addresses as published on Digimedia web sites.
3. "Ownership" and "Intellectual Property"
Source code (the software and coding that is used to build a website or any functionality that we build into such a website) or any designs or ideas that we incorporate into a website shall at all times remain the property of Digimedia. Acceptance of our quotation grants you an automatic right to use any source code or Intellectual Property that forms part of our service on an ongoing basis PROVIDING that the service has been paid for in full whether such payment is made by stages, monthly or through a single lump sum.
4. Additional Work.
4.1  In many cases a client requests a change to the work we are undertaking (the service) after work has begun and this is especially so with web site, or landing page design when new thinking or added functionality is requested by the client. Such changes may involve an additional charge to that agreed on through the original quotation. This additional charge will be stated by us either verbally or by email but in any case the additional charge will be acknowledged by the client in email to us confirming agreement to the charge.

4.2 Once you have agreed and accepted the cost of any additional work the charge for this work will be added to the final invoice for the service when work is completed. In some cases where the extent of the additional work is deemed to be very significant then the additional cost may be subject to an up front payment as outlined in the section of this Agreement dealing with Payments.
5. Payment for our Services
5.1 Website design. For website design and coding, or part thereof, we will request:
i. A payment of 25% of the total cost on acceptance of our quotation.
ii. Once the design mock-ups (graphics that illustrate what the coded pages will look like) have been accepted we will request a further 25% of the total cost before source coding begins.
iii. Once coding is completed and the customer signs off on the completed work, we will request the 50% balance prior to the new website being made 'live' (live meaning viewable by the general Internet community)
iv. If additional work has been agreed then the total cost of all such additional work will be billed (and must be paid for) prior to the website being made 'live'.
v. In some special circumstances, we may make the website ‘live’ prior to full payment being received but full payment must be received by us within a maximum of 30 days following the go ‘live’ date.
vi. IF WE DO NOT RECEIVE FULL PAYMENT FOR OUR SERVICE WITHIN THE MAXIMUM 30 DAYS FOLLOWING THE GO ‘LIVE’ DATE, WE RESERVE THE RIGHT TO SUSPEND THE HOSTING OF YOUR WEBSITE ON OUR SERVERS; IN THIS INSTANCE YOUR WEBSITE WILL NOT BE VIEWABLE BY THE INTERNET COMMUNITY.
5.2 Pay Per Click & SEO Services will be billed monthly in advance and must be paid in full within a maximum 7 days of the date of invoice. Failure to pay within this timeframe may result in suspension of the Service.

5.3 If, payments for our Services are not received within the timeframes stipulated above we reserve the right to charge interest and, in the case of very late payment, add collection charges

5.4 In special circumstances, we may relax the payment schedule outlined above however, a payment schedule different to that stated above shall still be subject to the actions set out in this Agreement for any late payment as set out in any relaxed payment terms.
6. Payment Methods.
6.1 Our preferred method of payment is by online Bank transfer and our Bank account details will be provided on all invoices you receive.

6.2 We also accept payment by Debit or Credit card and we will clear this through Pay Pal (our international card clearer).

6.3 Whilst we also accept payment by cheque drawn on a UK Bank, this is an inefficient and slow process that may add delay to any project. If you choose to pay by cheque then you also accept that postal and cheque clearance delays may add 7-10 days delay to funds appearing in our Bank account. It is only when we have cleared funds in our account that we deem that payment has been made.
7. Cancellation.
7.1 You may cancel the service we agree to provide at any time, subject to a one month minimum duration for pay per click (PPC) or SEO projects.

7.2 You acknowledge that in cancelling a service that we have agreed to provide by your acceptance of our quotation and your request for us to commence work that we have the right to levy any charges for work we have done up to the date of cancellation or for the minimum duration of the PPC or SEO project. Such charges in lieu of cancellation are payable on your receipt of our Invoice.
8. Design & Work Credit
8.1 Unless agreed upfront prior to work commencing, Digimedia Ltd shall be entitled to a visible credit on web pages designed or produced by us on behalf of our clients. This credit will normally be a small sentence placed at the very foot of a webpage, ie. SEO Web Design by Digimedia Ltd with the words "SEO Web Design" being hyperlinked to Digimedia's website.
9. Warranty/Disclaimer
9.1 THE SERVICE AND THE CONTENT ARE PROVIDED TO YOU "AS IS", WITHOUT ANY WARRANTY AND IT IS YOUR RESPONSIBILITY TO DETERMINE THE FITNESS FOR PURPOSE OF ALL WEB SITE CODING AND OR PAY PER CLICK OR SEO SERVICES.

9.2 OTHER THAN THE EXPLICIT WARRANTY SET FORTH IN THE FOREGOING SECTION, TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONSULTANTS, AGENTS AND AFFILIATES ("COMPANY INDEMNITEES") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE, THE CONTENT, AND THE USE THEREOF IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PURPOSE, OR OTHERWISE. IN ADDITION TO AND WITHOUT DEROGATING FROM THE FOREGOING, COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY OF THE LEVEL OF SUCCESS YOU MAY OR WILL ACHIEVE BY USING THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THERE IS NO GUARANTEE THAT OPTIMISATION OF THE PERFORMANCE OF YOUR CAMPAIGN IS ACHIEVED AND COMPANY ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR NON-IMPROVEMENT OR DIMINUTION OR EVEN FAILURE IN THE PERFORMANCE OF YOUR CAMPAIGNS THROUGH THE USE OF THE SERVICES.

9.3 DIGIMEDIA AND COMPANY INDEMNITEES ASSUME NO LIABILITY OR RESPONSIBILITY FOR (I) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR WEB SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (II) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE AND THE SERVICE BY ANY THIRD PARTY, OR USER, AND/OR (IV) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE SERVICES OR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR THE SERVICE.

9.4 DIGIMEDIA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR, NOR IS IT A PARTY TO ANY TRANSACTION CONCERNING (I) ANY PRODUCT OR SERVICE THE SUBJECT MATTER OF ANY CAMPAIGN MANAGED THROUGH THE SERVICE, (II) THE CONTENT OF ANY CAMPAIGN AND/OR ADVERTISEMENT MANAGED THROUGH THE SERVICES INCLUDING ANY HYPERLINKED OR FEATURED CONTENT IN ANY BANNER OR OTHER ADVERTISING MANAGED THROUGH THE SERVICE.
10. Limitation of liability.
WITH OUR DEROGATING FROM ANY OTHER LIMITATION OF LIABILITY EXPRESSLY SET FORTH HEREIN UNDER THESE TERMS OF USE IN NO EVENT SHALL THE COMPANY AND COMPANY INDEMNITEES BE LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE USE OF, THE VISIT IN, THE WEBSITE AND THE SERVICES HEREIN, AND/OR RESULTING FROM USER'S ENGAGEMENT WITH ANY THIRD PARTY AND/OR THE USE OF USER OR RELIANCE OF USER ON ANY THIRD PARTY CONTENT (AS DEFINED IN SECTION 8 ABOVE), WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, DIGIMEDIA IS FOUND LIABLE FOR DAMAGES OF ANY KIND IN CONNECTION WITH THE WEBSITE, SERVICES AND/OR THESE TERMS OF USE, IN NO EVENT SHALL SUCH LIABILITY EXCEED THE FEES PAID TO DIGIMEDIA BY USER IN RELATION TO THAT CERTAIN CAMPAIGN THAT IS THE SUBJECT MATTER OF THE CLAIM, OR IF NO SINGLE CAMPAIGN IS SO APPLICABLE, THEN DIGIMEDIA'S LIABILITY SHALL NOT EXCEED THE FEES PAID BY USER TO COMPANY DURING THE THREE (3) MONTHS PRECEDING THE EVENT, WHICH IS THE SUBJECT MATTER OF SUCH CLAIM. YOU AND DIGIMEDIA AGREE THAT ANY CLAIM BASED ON CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE, WHETHER IN CONTRACT, IN TORT OR IN GENERAL UNDER APPLICABLE LAW, MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION OCCURS. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. DIGIMEDIA MAKES NO REPRESENTATIONS THAT THE SERVICE IS LEGALLY OR OTHERWISE APPROPRIATE OR AVAILABLE FOR USE IN YOUR LOCATION.
11. General.
11.1 Any claim or dispute brought by You against Digimedia that arises in whole or in part from or in connection with the Website and Services or these Terms of Use shall be subjected to the exclusive jurisdiction the courts of England & Wales, without giving effect to rules of conflict of laws. The parties hereto further agree that such courts shall interpret these Terms and Conditions with accordance and subject to English law. Counterclaims may only be filed to the court already having jurisdiction over the claiming party's action. You agree that the Services herein shall be deemed as provided by a passive website that does not give rise to personal jurisdiction over the Company, either specific or general, in no jurisdiction whatsoever.

11.2 If any provision of these Terms and Conditions is deemed to be invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Digimedia's failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

11.3 Digimedia reserves the right to amend and/or update these Terms of Use at any time and without notice. and your use of the services following any amendment of these Terms and Conditions will signify your assent to and acceptance of its revised terms.

11.4 These Terms and Conditions, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by the Digimedia without restriction.
- - - - - - - - E N D - - - - - - - -