Terms & Conditions
By commissioning Be Seen Online in the form of a signed Quotation Approval Form you agree to the below Terms & Conditions.
1. GENERAL
1.1. All contracts with Be Seen Online (hereafter referred to as ‘The Company’) shall be valid and binding only when made in writing and signed by an authorised member of staff of both parties and shall be subject to these Business Terms and Conditions of Services.
1.2. No variation or modification of any term of this Agreement shall have any effect unless it is in writing and signed by a duly authorised representative of each of the parties
2. QUOTATIONS
2.1. All quotations issued are valid of a period of 30 days from quotation date as stated on each quotation document
2.2. In the event that The Company commences work on a contract without a quotation having been agreed between the two parties, but having agreed to accept a duly authorised client order by letter, fax or email, then the contract is considered to be made.
2.3. Any variation to a quotation/proposal once it has been placed, will only be accepted if agreed in writing by a member of The Company.
3. PRICE
3.1. Unless otherwise agreed in writing, all contracts are executed at the price stated in The Company’s quotations.
3.2. If any work is requested by the client to be delivered earlier than the agreed time required for its proper production, any overtime and other extra costs incurred in its production will be charged in addition to the original agreed price.
4. RESPONSIBILITIES & COMPLIANCE
4.1. The client warrants that all information supplied to The Company in connection with the project will be accurate in all respects.
4.2. The client is also responsible for ensuring that all information supplied to The Company for inclusion in the work carried out by The Company is deemed to be both legal and compliant in countries where it might be available.
5. OWNERSHIP
5.1. Without prejudice to the client’s ownership and entitlement to copyright in the work carried out, The Company shall be entitled to hold itself out as the service provider, and is permitted to showcase this work for the purpose of company sales and marketing material, unless specifically requested not to do so by the client in writing and accepted by the Company.
6. DELAY
6.1. If The Company is unable to complete the specified work due to client short fallings (such as lack of communication or the timely provision of the required assets), The Company will be entitled to invoice the full amount.
6.2. If The Company is unable to complete the specified work to reasons outside of their control, a new timeline will be issued accordingly.
7. PAYMENTS
7.1. Accounts are payable 30 calendar days from date of invoice, which shall be clearly marked on each invoice, unless otherwise stated/agreed. All 3rd party costs must be paid in full/received prior to commencement of work.
7.2. All payments should be paid via BACS unless otherwise agreed between The Company and client
7.3. Any variation to these terms will only be accepted where agreed in writing by an authorised member of staff of The Company.
7.4. When credit terms are exceeded The Company reserves the right to demand immediate payment of all monies outstanding and to charge interest at such rates that The Company shall determine if required.
7.5. Where a contract is on a one off project basis i.e. SEO/PPC audit, SEO/PPC set up, 50% of total monies due will be billable on receipt of a signed Quotation Approval Form and the remaining 50% will be invoiced on initial project completion. Standard 30 days from date of invoice apply.
7.6. Where a contract is fulfilled in separate instalments i.e. monthly retainer activities for SEO, PPC management and analytics reporting, payment for each such instalment will be invoiced accordingly and payment shall be due on a strict 30 days from the date of invoice.
8. LIABILITY
8.1. Goods and services are provided in accordance with the details set out in the contract agreed between The Company and the client. No Company liability will be entertained subsequently for any claim for consequential loss arising from any defects or perceived unsuitability of the goods or services.
8.2. The client agrees to indemnify The Company against all damages, penalties, costs and expenses to which the client may be liable through the infringement of a patent, trademark or registered design belonging to a third party.
8.3. The total liability of The Company under these terms shall be limited to one month’s payment.
9. CANCELLATION
9.1. Cancellation must be in writing by the client to to The Company and agreed by the Company
9.2. In relation to any on-going monthly activities i.e. SEO, PPC, analytics retainers, The Company requires a three month notice period in writing to cancel the originally agreed contract.
9.3. If The Company accepts cancellation of a contract, it reserves the right to charge the client for such costs and expenses as The Company has incurred at the date of receiving the letter of cancellation and these shall be payable on presentation of invoice.
9.4. Any 3rd party costs associated to the contract the client wishes to cancel must be paid in full according to the 3rd party’s notice period.
10. SEARCH ENGINE OPTIMISATION (SEO) SERVICES
10.1. The Company will undertake the SEO activities clearly stated within the contract issued to the client
10.2. The Company has the right to decline the offer of a ‘free SEO audit’ if the request is deemed to not be of a genuine business nature i.e. student project, a competitor
10.3. The Company will offer advice on online marketing techniques that are required to aid the commissioned SEO activities, to achieve the best possible search engine visibility. If these are not applied, the effectiveness of the SEO activities undertaken by The Company may be limited as a result
10.4. The Company will adhere to SEO best practice techniques and will not apply any techniques deemed as ‘Black Hat’ that could result in the client’s website being penalised by the search engines
10.5. The Company will seek written approval from the client of recommended keywords and also final on-page SEO before implementation begins.
10.6. The Company will provide the client with a word document containing all on-page SEO elements for inclusion via ftp by the client or The Company will implement (if stated within the contract) via the website’s CMS.
10.7. The Company requires access to the client’s webmaster tools and analytics accounts to ensure optimal monitoring and management. If the client does not have these accounts, The Company will set up these accounts on behalf of the client
10.8. The client must understand and acknowledge that the timings for a website to be re-indexed and listed within the search engine’s natural results (SERPS) are beyond the control of The Company
10.9. The Company cannot control the search engines and thus will not guarantee that the SEO activities undertaken as part of the agreed contract will achieve specific rankings, although The Company has a proven track record for achieving top 10 results for their clients
10.10. SEO is not a one off project. It requires on-going monitoring, measurement and development to achieve and maintain search listings. The Company advises that a monthly SEO management retainer is required to keep up to date with search engine best practice and algorithm updates to achieve the best possible results
10.11. The Company accepts no responsibility for any detrimental effect on the website’s natural search engine rankings as a result from any activity of the client or any third party including, but not limited to, alterations to the website and link network.
11. PAY PER CLICK (PPC) SERVICES
11.1. The Company will undertake the PPC activities clearly stated within the contract issued to the client
11.2. The Company will seek written approval from the client of recommended keywords, CPC (cost per clicks), budget settings and also final advert copy and urls before campaign go live.
11.3. The Company will provide the client with a document containing all PPC elements for inclusion into either an existing or new Google or Bing account before go live.
11.4. The client must provide payment details for the PPC provider e.g. Google Adwords, Bing Ads, to invoice the client directly for all click charges incurred each month. The Company shall not incur any click charges on behalf of the client
11.5. The Company will advise on required amends to the client’s website, namely PPC landing pages to increase the effectiveness of each PPC campaign. The Company will not be liable for any limitations of PPC activities undertaken as a result of the non-application of these recommendations.
11.6. The Company accepts no responsibility for any detrimental effect on the PPC campaigns as a result from any changes to the PPC providers’ policies or functionality. The Company will look to amend PPC campaigns to counteract these amends as per of on-going management activities if part of contract
11.7. The Company accepts no responsibility for any detrimental effect on the PPC campaigns as a result from any activity of the client or any third party including, but not limited to, alterations to the website and link network.
11.8. The effectiveness of PPC campaigns will be determined in part by the budget allocated by the client. Failure by the client to make the recommended budget may have a negative effect on the PPC campaigns, whereby The Company cannot be held responsible.
12. CONFIDENTIALITY
12.1. The Company agrees to keep all confidential information confidential
12.2. The Company agrees not to disclose any confidential information to any other parties, unless otherwise agreed with the client
12.3. The Company agrees not to use any confidential information for any purpose other than as required as part of the agreed contract
12.4. The Company agrees not to make any copies or records of confidential information, unless the client approves
13. INSOLVENCY
13.1. The Company shall have the right to terminate the contract forthwith by notice in writing where the client becomes insolvent or bankrupt or makes any arrangement with his creditors or suffers the receiver to be appointed or being a body corporate enters into liquidation (other than in connection with a reconstruction or amalgamation) in any of which cases The Company shall have no further obligation hereunder and the price of all services delivered and outlined in the original signed contract shall become immediately due and payable.
14. GOVERNING LAW AND JURISDICTION
14.1. This contract shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
15. FORCE MAJEURE
15.1. The contract may be cancelled or varied as a result if an act of God, war, civil disobedience, legislation, Government or Local Authority order or any other cause beyond the Company’s control. No liability will attach to The Company in these cases.
