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)|
|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.
|7.1 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.|
|9.1 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.|
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.
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