Terms & Conditions

SEO - i4 visual media do not guarantee 1st place or 1st page on any of our SEO packages but we will give your website a far greater chance of hitting the top places when subscribed to an SEO package

Advert - the website or search engine listing(s) placed by the customer under this agreement including any other services offered by the company.

The Customer – the person, firm or company with whom the company contracts.

Agreement - these terms and conditions and the sales order form setting out the placement of the advert, charges, other services and date.

Charges - the fees agreed between the parties.

Site - www.i4visualmedia.co.uk

Services – any of the services provided under this 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-enacted or extended at the relevant time.



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-off, counterclaim or abatement and time for payment shall be of the essence.


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-off any monies due to the customer, whether under this agreement or any other contract or otherwise (including VAT applicable), to or against the unpaid invoice or invoices.

 

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-out, industrial action, fire, flood, drought, tempest or other force majeure event beyond the reasonable control of the company.


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-off against any monies payable to it by the customer under this agreement, any monies which may be payable by it to the customer whether under this agreement or otherwise. The customer shall not be entitled to any right of set-off.


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.