Terms & Conditions
In these conditions, unless the context requires otherwise:
- “Buyer” means the company, firm, body or person purchasing the Services from Nettonic Ltd.
- “Contract” means a contract, subject to these conditions, for the provision of the Services between Nettonic Ltd and the Buyer.
- “Nettonic Ltd” means Nettonic Ltd (Company number 8157503) whose registered office is at Bedford Heights, Manton Lane, Bedford, Beds. MK41 7PH and any subsidiary or agent of Nettonic Ltd through which the Services are sold.
- “Order” means a purchase order in respect of the Services completed or agreed by the Buyer and submitted to Nettonic Ltd, together with all documents referred to in it.
- “Quotation” is an agreed piece of work (incorporating these conditions) provided by Nettonic Ltd to the Buyer in respect of the Services. No contract will come into existence until Nettonic Ltd.’s written acceptance or order form has been completed and signed on behalf of the Buyer and the order acknowledgement has been signed on behalf of Nettonic Ltd.
1. Authorization. The Client is engaging Nettonic Ltd as an independent contractor for the specific purpose of marketing for the website listed in the Client Acceptance portion of this agreement. The Client hereby authorizes Nettonic Ltd to access Client’s administrative website account(s) (including Client’s FTP account, CPanel, hosting account, etc.) to make changes to the Client’s website, and for any other use deemed necessary by Nettonic Ltd to provide internet marketing.
2. Service. Campaign time will be expensed each month of service, and will not usually coincide with a calendar month. After Nettonic Ltd.’s monthly time obligation has been fulfilled, the Client’s work will be regarded as complete for that month. Time spent communicating on the phone and email with the client will be expensed as time worked on the campaign. The first day of service will commence as described in the Client Acceptance portion of this Agreement and determine the monthly service dates.
a.Search Engine Optimisation (SEO). Nettonic Ltd will search engine optimize the Client’s website. Nettonic Ltd will provide additional marketing services at the Client’s request or when a Nettonic Ltd account manager deems additional marketing necessary. Additional services may include, but are not limited to: website development, pay-per-click management, comparison shopping management, conversion rate optimisation, and/or conversion value maximization.
b. Pay-Per-Click (PPC). Client authorizes Nettonic Ltd to begin the campaign with a monthly ad spend budget as stated in the Client Acceptance Portion of this Agreement. This amount can be changed at any time by written confirmation from the client. Client agrees to pay all pay-per-click charges incurred throughout the course of this Agreement.
c. Social Media Marketing (SMM). It is the Client’s responsibility to know and understand the individual Terms and Conditions of the social media channels, hubs, blogs, forums or networks used by Nettonic Ltd to market online assets.
d. Conversion Rate Optimisation (CRO). Due to the ever changing methods in determining the success of Conversion Rate Optimisation through A/B Testing, Multivariate Testing, Web Analytics, Rendition Testing, etc. and the different interpretations of the individual marketers, advertisers and content creators, Client agrees to hold Nettonic Ltd harmless for any information the Client determines as unsatisfactory to their online assets.
e. Reputation Management. Agreed articles to be cleaned as per client acceptance form.
3. Client Responsibilities. Nettonic Ltd.’s performance is predicated upon the following responsibilities being fulfilled by the Client:
a. Text. If Client’s website is light in textual content, Client will provide additional relevant text in an electronic format. All text supplied by the Client must be original.
b. Images/Video. Custom images and videos must be supplied by the Client. All images or videos supplied by the Client must be original. Generic images or videos may be used in the Client’s campaign, but must be purchased by Nettonic Ltd to insure they are properly obtained.
c. Payment Terms and Conditions will be followed according to the terms outlined in Section 7.
4. Additional Expenses. Client agrees to reimburse Nettonic Ltd for any Client requested expenses. Examples may include:
a. Purchase of specific fonts
b. Purchase of specific images(s)
c. Submission to a paid directory. This may be evidenced by e-mails confirming the requested expenses.
5. Additional Content. It may be necessary for Nettonic Ltd to add content, images, or other media to the Client’s website or to third party websites on behalf of the Client. Client agrees not to hold Nettonic Ltd liable in any way for any content, images, or other media added to their website or to any other third party website. If the Client finds errors or inaccurate information online, the Client must notify Nettonic Ltd or the third party for the removal and/or correction of any inaccurate information.
6. Third Party or Client Page Modification. Some Clients will desire to independently edit or update their website during and after the campaign. If the Client or an agent of the Client makes changes to their website, without prior written approval from Nettonic Ltd, then Nettonic Ltd will not be responsible for any lost positions, website banning, or any other damages which may occur to the Client.
7. Payment Terms & Conditions. Payments are due on the first day of the Client’s monthly service date. Payments will be automatically withdrawn from Client’s credit card or checking account each month through a recurring authorization. Client payment(s) must be received prior to the start of any services provided. Any form of non-payment shall be considered a breach of this Agreement. Declined credit cards, returned checks/e-checks or any other form of non-payment will be assessed a Returned Payment Fee of £45.00. If a payment is not received when due, a Late Payment Fee of £45.00 will be levied on the seventh day following the due date and consideration will be given to placing the project on hold or a further charge of £1.50 per day until the account is brought up to date .
8. Guarantees. Nettonic Ltd has no control over the decisions of any 3rd party on the web. This includes, but is not limited to: directories, search engines, the various social media platforms, or any website a Client’s assets (meaning the Client’s website, online profile, etc.) may appear. In no event shall Nettonic Ltd be liable for the demotion or exclusion of any online asset from any 3rd party website or search engine index. In addition, Nettonic Ltd cannot guarantee an increase or decrease in the placement of any online asset. Nor can it guarantee the Client an increase or decrease in traffic, revenue, or profits as a result of services provided.
9. Indemnification. Client agrees that it shall defend, indemnify, save, and hold Nettonic Ltd harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, associated with the Client’s campaign. This includes, but is not limited to: liabilities asserted against Nettonic Ltd, its agents, clients, sub-contractors, servants, officers, and employees that may arise or result from any services provided, performed, or agreed to be performed, or any product or service sold by the Client, its agents, employees, or assigns. This may also include: infringing on the proprietary rights of a third party, copyright infringement, delivering a defective product, or misinformation which is detrimental to another person, organization, or business.
10. Warranties. Nettonic Ltd disclaims all warranties, express or implied, including without limitation any and all warranties of merchantability, fitness for a particular purpose and non-infringement, in connection with this Agreement.
11. Limitation of Liability. In no event shall Nettonic Ltd, its employees, officers, or directors be liable in contract, tort, strict liability, warranty or any other theory of liability, for any special, indirect, incidental or consequential damages of any nature, including but not limited to delay, disruption, loss of product, loss of anticipated profits or revenue, loss of position, website being banned, loss of use of the equipment or system, non-operational or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement of equipment systems or power, even if such party shall have been advised of the possibility of such damages. In no event shall Nettonic Ltd be liable to Client or any other third party for any damages in excess of the amounts paid or due to Nettonic Ltd hereunder. In no event shall Nettonic Ltd be liable for any expenses charged to the Client by the par-per-click engines. In no event shall either party be liable for punitive damages. In no event shall Nettonic Ltd be liable to the Client or any other third party for the posting of comments, videos and/or images that are deemed damaging to the client’s reputation.
Duration.
The minimum duration of this Agreement shall be for a term specified in the Client Acceptance portion of this Agreement. If Nettonic does not receive a 10 day written notice of cancellation prior to the expiration of the initial term, Nettonic Ltd will continue to provide the services specified herein for the Client on a month-to-month basis and the Client agrees to continue paying the rate(s) specified in the Client Acceptance portion of this Agreement. All terms of this Agreement shall continue to remain in force.
Termination
1. Nettonic Ltd may terminate the Contract immediately in the event that the Buyer is in breach of its obligations under the Contract and/or the Buyer suffers any event of insolvency or is or becomes unable to pay its debts as they fall due.
2. Nettonic Ltd may at its discretion suspend or terminate the supply of any goods and services if the buyer fails to make any payment when due or otherwise defaults in any of its obligations under the contract or any other agreement with Nettonic Ltd or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or Nettonic Ltd bona fide believes that any of those events may occur and in any case of termination may forfeit any monies paid.
3. Nettonic Ltd may by written notice terminate the Agreement immediately and without liability for compensation or damages except as mentioned in this agreement if the Buyer fails to make payment as specified above.
Third Party Claims
The Buyer shall indemnify Nettonic Ltd and keep Nettonic Ltd indemnified from and against any and all actions, costs (including, without limitation, the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement by a third party of any patent, registered design, unregistered design, design right, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by Nettonic Ltd with the Buyer’s instructions, whether express or implied.
Confidentiality.
Nettonic Ltd shall not, without the prior written consent of the Client, disclose to any other parties, confidential information of the Client. “Confidential information” for the purpose of this Agreement shall include proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, passwords or user IDs, and financial information.
Solicitation of Nettonic Ltd.’s Employees or Independent Contractors.
During the Term of this Agreement, and for one (1) year thereafter, Client shall not (a) offer employment to or employ any Nettonic Ltd.’s employee or independent contractor either full-time or part-time, or (b) hire or offer to hire any Nettonic Ltd.’s employee or independent contractor as a consultant, intern, trainee, or the equivalent of Client, to provide services or products having the same general nature as those provided by Nettonic Ltd.’s to its customers under this Agreement; c) Client shall not request, cause, or induce the Nettonic Ltd employees or independent contractors to breach any agreement between the employee or independent contractor and Nettonic Ltd.’s; and d) Client shall not request, cause, or induce the employee or independent contractor to leave the employ of Nettonic Ltd.
Assignment & Sub-Contracting
1. None of the rights or obligations of the Buyer under the Contract may be assigned or transferred in whole or in part without the prior written consent of Nettonic Ltd.
2. The Web Site shall be for the sole use of the Buyer and shall not be capable of assignment to a third party by the Buyer.
3. Nettonic Ltd shall be entitled to sub-contract any work relating to the Contract without obtaining the consent of, or giving notice to, the Buyer.
Notices
1. Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or facsimile transmission.
2. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission, at the time of transmission.
Invalidity
The invalidity, illegality or unenforceability of any provision of these conditions should not affect the other conditions.
Third Party Rights
A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
Law & Jurisdiction
The Contract shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts.