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Terms & Conditions
Definitions.
Advert-
Agreement -
The company – i4 visual media
Basis of the agreement
1. The company agrees to provide the services to the customer and the customer agrees
to pay to the company the charges in accordance with the terms and conditions.
2. An
agreement shall only be formed on acceptance by the company of the customers written
and signed order or verbal agreement.
3. These terms and conditions shall apply to
the exclusion of all other terms and conditions including any terms and conditions
which the customer may purport to apply under any order or other document. In the
case of any conflict or ambiguity between terms, this document shall prevail.
4. The
company acts as principal in this agreement. The customer may not assign its rights
and obligations under this agreement without the written consent of the company.
5. Any
variation of these terms and conditions (including any special terms and conditions
agreed between the parties) shall be inapplicable unless agreed in writing by a duly
authorised officer of the company.
6. Any reference in this agreement to any provision
of a statute shall be construed as a reference to that provision as amended, re-
The Company’s Responsibilities.
7. The company will use all methods available to display the search engine listing
on the requested search engine(s) in a standard format as described on the company
sales literature, web site and by sales staff using information supplied by the customer.
8. The
company will use all reasonable endeavours to commence displaying the advert within
the time agreed at the time of sale upon receipt of complete and acceptable text
and artwork. Time for commencement of the search engine(s) listing is not guaranteed.
9. The
company will use its reasonable endeavours to ensure that the clients site is accessible
is hosted by us and the search engine listing will be displayed at all times for
the duration of this agreement where possible. However, the customer accepts that
the search engine listings are not guaranteed.
10. The company makes no warranty as
to the end position of the listing to which the customer accepts is beyond the control
of the company.
11. In the event of the search engine listings being inaccessible
for a continuous period of more than 6 months, for technical or other reasons, the
company reserves the right at its discretion to ;-
a. Refund a proportionate part
of the charges to the customer.
The Customers Responsibility
12. The customer will provide the company with such text, artwork, information, copies,
logos, drawings and designs, and will do so in such formats and at such time or times,
as the company may reasonably need to produce the advert and to perform the services
in accordance with this agreement. The customer is responsible for ensuring that
all such material is accurate and complete.
13. The company reserves the right to
edit, amend or refuse to accept proposed information which it considers to be offensive,
unlawful or inappropriate, or which appear to infringe the intellectual property
rights of any third party.
14. If the customer fails to provide such artwork and other
materials in accordance with clause 12, or supplies only material which the company
considers to be offensive, unlawful or inappropriate or which appears to infringe
on the intellectual property rights of a third party, the company reserves the right
to produce a basic search engine listing to its own standards to promote the customers
business without seeking the customers approval, for the remaining term of this agreement
or until suitable material is supplied which ever is sooner. There may be additional
charges applied if the company has to alter an existing website or listing.
15. The
customer will obtain all necessary licences or consents that are needed in connection
with the content or display of the listing and the use of the artwork and other material
supplied by it, and shall indemnify the company in full against any costs, claims,
demands or expenses which the company may incur as a result of a breach by the customer
of this clause.
16. The company will notify the customer when the advert listing first
appears on the search engine or when there is progress made on existing listings. Within
7 days of receipt of notification the customer shall notify the company in writing
of any changes required. The Company shall, however, be entitled to rely on verbal
approval, changes or any other instructions received from the customer.
17. If no
such notification is received within that period, the customer shall be deemed to
have accepted the advert content. After acceptance, whether deemed or otherwise the
customer shall not be entitled to reject the advert or have the company make any
changes whether or not it complies with the material supplied by the customer, without
the consent of the company in which event the company may levy additional charges
to complete the work.
18. The customer may request in writing at any time to make
changes to the content of the advert, but the company may levy charges for the work
to be carried out.
Payment Provisions
19. The charges agreed for the services will be paid in advance or by an agreed schedule
between the parties. The initial set up fee and or deposit is to be paid to the company
at the date of this agreement. If the services received do not match what was agreed
within 14 days a full refund will be issued.
20. The company reserves the right by
giving notice to the customer at any time to increase the charges or to raise additional
charges payable within 14 days if;
a. The customer requests changes to the advert pursuant to clause 17 above.
b. The customer proposes to change the advert proposed by the company.
c. Services are required by the customer with exceptional urgency.
21. The company reserves the right by giving not less than 28 days notice to the
customer to increase the charges on any anniversary of this agreement, provided that
in the event of an increase the charges under this clause exceeding the aggregate
increase to the RPI over the previous 12 months. The customer may terminate this
agreement in writing notice to be served on the company not less than 30 days before
the commencement of the new pricing level.
22. Unless alternative payment provisions
are agreed, the company may submit an invoice or invoices annually or in respect
of each or any instalment of the charges. Invoices shall be sent to the customers
address recorded in this agreement unless otherwise agreed.
23. All sums due under
this agreement will be paid by the customer by the due date without any deduction,
set-
24. The
charges do not include VAT or any similar sales tax, impost or custom duties which
will be paid additionally by the customer at the then prevailing rate.
25. No act
or omission of the customer which prevents the company from continuing to perform
the agreement or to perform it according to any agreed time scale shall prevent the
company from raising invoices in accordance with this agreement.
26. If the customer fails to make the required agreed payments within the time specified in this agreement the company may take any or all of the following steps;
a. Suspend the display of the advert until payment is made in full.
b. Cancel the
agreement between the company and the customer.
c. Immediately demand the balance
of the charges for the year commenced in advance of the further supply of services.
d. Charge
the advertiser interest both before and after any judgement on the amount unpaid
at the rate of 8% above the Royal Bank of Scotland base lending rate from time to
time until payment is made in full, accruing on a weekly basis.
e. Appropriate any
payment made by the customer and set-
Intellectual Property Rights
27. Any intellectual property rights in the advert save for that attaching to any
logos, designs, names and other material originally supplied by the customer, shall
remain the property of the company. No right or licence is granted by this agreement.
28. To
the extent that the customer supplies the company with any original copyright or
other protected material, the customer grants a licence to the company to publish,
reproduce, adapt, and otherwise use without limitation any such material for the
purposes of its performance of this agreement, but not otherwise.
29. At termination
of this agreement any unused advertising or other material prepared by the company,
whether the subject of copyright or not shall remain the company’s property and shall
not be used by the customer subsequently without the written consent of the company.
Warranties and Indemnities.
30. The customer warrants that it has not relied on any representations made by or
on behalf of the company except what is contained in this agreement.
31. The customer
warrants that any copy, logo, specification, design, instruction or other material
supplied by it to the company, and any proof approved by the customer, will not infringe
any intellectual property or other rights of any third party, nor will it be defamatory
or otherwise unlawful, nor infringe the trade descriptions acts, and the customer
will indemnify the company in respect of any claim relating to any such infringement.
32. The
customer warrants that all the facts, claims and offers given by it about its products
or services are accurate and in no way misleading and that the terms of any offers
contained therein will be honoured.
33. The customer warrants that at all times it
is and will continue to provide products and services which are sold, manufactured,
produced or made available in a lawful and inoffensive manner and that the customer
is trading as a legal entity abiding by the law of its registered country and that
all legislation or regulations applicable to its company are adhered to at all times
throughout the term of this agreement.
34. The customer warrants that it places no
rights, liabilities or obligations to the company, associated companies or assignees
except what is contained in this agreement.
Limitation of Liability.
35. The company shall not be responsible for any errors in the advert or unsatisfactory
services which are not notified in writing to it in accordance with clause 16, nor
for any errors which are approved by or are the fault of the customer or any third
party.
36. The terms of this agreement represent the whole agreement between the parties
and all other warranties, conditions, terms, undertakings or representations of any
kind, whether expressed or implied, statutory or otherwise including (without limitation)
as to the condition, quality, performance or fitness for purpose of any goods or
the standard of care used in the provision of services are hereby expressly excluded
from the agreement except where prohibited by law.
37. The company shall not be liable
under contract, tort, (including negligence) or otherwise for any loss of production,
loss or corruption of data, loss of profits or of contracts, loss of operation time,
loss of goodwill and loss of anticipated savings, nor for any indirect or consequential
loss, damage, cost or expense of any kind whatever and however caused.
38. Except
where its liability cannot be limited by law, the company’s total liability (whether
in contract, tort including negligence or otherwise) under or in connection with
this agreement or based on any claim for indemnity or contribution shall not exceed
two times the charges then payable for a 12 month period in aggregate.
39. The company
shall not be liable for any changes to the content of the advert if the variation
does not materially affect the characteristics of the advert, and the substituted
materials and content (if any) are of comparable quality to the originals.
40. The
parties recognise that the nature of the industry and websites in particular is such
that the complete continuity of access to the site cannot be guaranteed.
Duration and Termination.
41. This agreement shall commence on the commencement date and shall continue in
effect for an initial period of 12 months unless stated otherwise, where upon the
company will contact the customer not less than 1 month prior to the first anniversary
of this agreement to seek renewal, the customer will be given first opportunity to
renew but shall bear in mind that other waiting customers shall be contacted at the
same time.
42. The company may terminate this agreement or suspend its performance
with immediate effect on written notice if the customer;
a. Ceases or threatens to
cease to carry on its business or become insolvent, has a receiver or administrator
appointed, makes any arrangement for the benefit of its creditors, goes into liquidation
or enters into any other insolvency process;
b. Commits a material breach of this
agreement and (in the case of a breach capable of remedy) fails to remedy it within
7 days of written notice of the company specifying the breach and containing a warning
of an intention to terminate if the breach is not remedied.
c. Defaults in paying
any sums due to the company under this agreement.
d. Or its services leads to the
company receiving adverse publicity of the customers business
43. In the event of
termination by the company, the company shall reimburse the customer with any advance
payments of charges made in respect of periods following the termination, subject
to deduction of any sums due to the company.
44. Termination of this agreement shall
not affect any rights of the parties accrued to them up to the date of termination.
Miscellaneous.
45. The company shall be liable for any delay in performing or failing to perform
any of its obligations under this agreement due to any act of God, war, strike, lock-
46. All notices to be given under this agreement shall be in writing and shall be sent to the recorded address of the party concerned as set out in this agreement by first class post or by hand.
47. No delay or failure by the company to exercise any of its powers, rights or remedies under this agreement will operate as a waiver on them and any waiver, to be effective, must be in writing.
48. If any part of this agreement is found by a court or other competent authority to be invalid, unlawful or unenforceable then such part will be served from the remainder of this agreement which will continue to be valid and enforceable to the fullest extent permitted by law.
49. Both parties shall keep confidential all material concerning the business affairs of the other which shall be disclosed in the course of performance of this agreement, save for any information in the public domain.
50. The company shall be entitled to set-
51. This agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the agreement and supersedes all previous communications, representations and other arrangements, written or oral.
52. All disputes arising as a result of this agreement will be heard in the Southend County Court.
