AGREEMENT BETWEEN USER AND Two Hats Digital ltd/twohatsdigital.com/twohats digital
Two Hats Digital ltd has UK Web Sites comprising of various Web pages operated and owned by Two Hats Digital ltd.
The Two Hats Digital ltd in UK Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Two Hats Digital in UK Web Site constitutes your agreement to all such terms, conditions, and notices.
Two Hats Digital ltd in UK reserves the right to change the terms, conditions, and notices under which the Pay Per LEAD | Pay Per CALL in UK Web Site is offered, including but not limited to the charges associated with the use of the Pay Per LEAD | Pay Per CALL in UK Web Site.
LINKS TO THIRD PARTY SITES
The Two Hats Digital ltd in UK Web Site may contain links to other Web Sites (“Linked Sites”). The Linked Sites are not under the control of Two Hats Digital ltd in UK and Two Hats Digital ltd in UK is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Two Hats Digital ltd in UK is not responsible for webcasting or any other form of transmission received from any Linked Site. Two Hats Digital ltd in UK is providing these links any of our sites only as a convenience, and the inclusion of any link does not imply endorsement by Two Hats Digital ltd in UK of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Two hats Digital ltd in UK Web Site, you warrant to Two Hats Digital ltd in UK that you will not use the Two Hats Digital ltd in UK Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Two Hats Digital ltd in UK Web Site in any manner which could damage, disable, overburden, or impair the Two Hats Digital in UK Web Site or interfere with any other party’s use and enjoyment of the Two Hats Digital in UK Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Two Hats Digital in UK Web Sites.
USE OF COMMUNICATION SERVICES
The Two Hats Digital in UK Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes or chain letters.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violate any applicable laws or regulations.
Two Hats Digital in UK has no obligation to monitor the Communication Services. However, Two Hats Digital in UK reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Two Hats Digital in UK reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
Two Hats Digital in UK reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Two Hats Digital in UK’s sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Two Hats Digital in UK does not control or endorse the content, messages or information found in any Communication Service and, therefore, Two Hats Digital in UK specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Two Hats Digital in UK spokespersons, and their views do not necessarily reflect those of Two Hats Digital in UK.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
MATERIALS PROVIDED TO Two Hats Digital in UK OR POSTED AT ANY Two Hats Digital in UK WEB SITE
Two Hats Digital in UK does not claim ownership of the materials you provide to Two Hats Digital in UK (including feedback and suggestions) or post, upload, input or submit to any Two Hats Digital in UK Web Site or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Two Hats Digital in UK, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. Two Hats Digital in UK is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Two Hats Digital in UK’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Two Hats Digital in UK WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Two Hats Digital in UK AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Two Hats Digital in UK WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE Two Hats Digital in UK WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
Two Hats Digital in UK AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Two Hats Digital in UK WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Two Hats Digital in UK AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
All clients agree to allow TWOHATS DIGITAL ltd to record all phone calls the TWOHATS DIGITAL ltd websites produce and send to their place of business without any restrictions.
SERVICE CONTACT : firstname.lastname@example.org
Two Hats Digital reserves the right, in its sole discretion, to terminate your access to the Two Hats Digital in UK Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law. In all disputes arising out of or relating to the use of the Two Hats Digital in UK Web Site. Use of the Two Hats Digital in UK Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Two Hats Digital in UK as a result of this agreement or use of the Two Hats Digital in UK Web Site. Two Hats Digital in UK’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Two Hats Digital in UK’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Two Hats Digital in UK Web Site or information provided to or gathered by Two Hats Digital in UK with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Two Hats Digital in UK with respect to the Two Hats Digital in UK Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Two Hats Digital in UK with respect to the Two Hats Digital in UK Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
LEAD SUPPLYING AGREEMENT
Two Hats Digital websites in the UK are there to provide partners with leads for as long as the partner keeps up with their invoices. If invoices fall behind Two Hats Digital have the right to cancel the agreement immediately. If for any other reason either the partner or Two Hats Digital wish to cancel this agreement 5 working days written notice will be needed.
All invoices for leads provided from Two Hats Digital UK websites will be invoiced every 7 days. The agreement is that the partner has 3 x working days to dispute any leads on invoice. If the invoice has no disputes the invoice is payable immediately after these 3 working days. If the leads disputed are upheld the re-newed invoice less disputed leads is payable immediately.
COPYRIGHT AND TRADEMARK NOTICES:
All contents of the Two Hats Digital in UK Web Site are: Copyright © 2006-2015 Two Hats Digital and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.
Terms and Conditions for all other marketing apart from Pay Per Lead; see other terms and conditions included in this document for pay per lead.
Terms and Conditions
Please read these Terms and Conditions of Sale carefully before placing your order and retain a copy of these terms and your order for future reference.
Formation of the Contract
These terms of sale apply to all products and services supplied by us, Twohatsdigital.com(“Twohats”, “Twohatsdigital”, “we”, “us”). Registered office 1 Back Hawkhill Avenue, Ayr, KA89NE. Registered Number SC511444, VAT No. 129 6094 95.
No contract exists between you and us for the sale of any goods until we have received your order and a confirmation of that order, which may be printed by you, has been displayed on your computer monitor screen or received via the post. Once you have received this confirmation, there is a binding legal contract between us.
The contract is subject to your right of cancellation.
We may change these terms and conditions of sale without notice to you in relation to future sales
WHEREAS, the Company is in the business of providing Website design, creation and implementation, as well as Online Marketing Strategies for web pages, websites, and other computer networks and has experience and expertise in the industry; and
WHEREAS, the Client has engaged the services of the Company as an independent contractor in a work for hire capacity for the provision of Website design and implementation, as well as Online Marketing Strategy services for the redesigned world wide website (the “Site”) to meet the Online Marketing strategy specifications outlined throughout this Agreement and authorises the Company to develop and deploy Online Marketing strategies and services, custom programming, keyword and metadata optimisation, and other services for Client in accordance with all provisions articulated herein, as well as make said website available through the Internet and publicise the same to web search engines, directories, and other indexes, all as set out in this Agreement.
NOW THEREFORE, in consideration of the covenants, representations and warranties set out herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Client agree as follows:
1.1 Included Services. Company shall provide to Client Web design and Online
Marketing services that include, but are not limited to the following:
(i) Objective. After the evaluation of the current status of Client’s website, keyword research, and an analysis of the degree of competitiveness in Client’s designated industry, Company desires to provide Client with preferential positioning in select search engines to the best of its ability and in accordance with current industry standards and know-how, and return results to Client on an ongoing and timely basis.
(ii) Keyword Selection. Company will provide Client with a detailed list of applicable keywords and phrases relevant to Client’s desired search terms. This list shall be created based on Company’s own expertise in the field of Online Marketing strategy and development, as well as the review of keywords, phrases, search terms, and website pages Client has provided to Company and Client has indicated are relevant and desired via Client’s completion of Company’s Online Marketing Fact Find.
(iii) Website Page Creation, Revision, and Custom Programming. Upon an evaluation of Client’s site structure, the provision of recommendations to Client, and Client’s acceptance of said analysis, Company shall update Client’s website as per these recommendations, which will be intended to provide Online Marketing performance for users of Client’s website and search engines accordingly.
a.) Authorisation: Client authorises Company to create or modify Client’s existing website to include HTML tags, content, text, or other elements as per the recommendations provided by Company to Client as outlined in Section 1.1(iii) and as may be deemed necessary by Company to aid in the submission of Client’s website to selected search engines and directories and for the purposes of targeting specific agreed to keyword or phrase searches applicable to Client’s website. Said pages and modifications shall be placed and/or made in locations determined to be most effective by Company for Client, and shall be completed upon acceptance of the same, prior to the implementation of said changes, by Client.
b.) Domain Registration: Client authorises Company to register additional domains in Client’s name and on a schedule of fees delineated between the parties on a defined limited basis for the purpose of creating gateways to improve Online Marketing services.
c.) Positioning Tools: Client authorises Company to employ proprietary positioning techniques, coding, and other resources, as it may deem necessary to improve Client’s positioning. Client understands and further agrees that Company shall reserve the right to create specially coded web pages to prohibit the copy of said techniques, coding or resources by any other party.
d.) Technology: Client authorises Company to employ technology to enable the website to serve search engine optimised pages according to a search engine robot, user agent, or search engine robot IP address.
(iv) Software. Client authorises Company to install, update, upgrade, and configure Search Engine Optimisation Metric Service Software code that Company requires to perform the services as outlined throughout this Agreement. Said code shall be embedded within Client’s website pages for the purposes of obtaining metric, performance, positioning techniques, link exchanges, content serving, and conversion tracking data.
a.) Instructions: Company shall provide to Client full documentation and instructions as to the utilisation of the software installed by Company on Client’s website.
b.) Licensing: Client agrees that Company will not manage or maintain copies of licenses for any software package or installation performed on Client’s website by Company, and that all licenses will be delivered to Client upon the execution or cancellation of this
(v) Submissions. Company shall make manual and automated submissions of Client’s website to relevant free and paid directories, search engines, and trusted feeds.
(vi) Links. Company shall initiate free and paid link building and link exchange campaigns on Client’s behalf, upon the delivery of Client’s approval to Company for said campaigns.
(vii) Monitoring and Reporting. Company shall provide Client with accurate reports on Client’s website performance and make said reports available online for recording the real time traffic of Client’s website, individual web pages, and any and all additional websites or custom web pages as may be created by Company under the terms of this Agreement. Further, Company shall maintain monitoring and reporting data on search engine placement and Online Marketing performance of Client’s website and provide Client with said reports on a consistent and regular schedule as defined between the parties.
a.) Account Login: Company shall provide Client with access to said reports via a secure online account to which Company shall provide Client with the username and password to access the same.
b.) Report Estimates: Client understands that all reporting information as provided by Company shall be deemed as reasonable estimates based on industry standard reporting software and techniques, and shall not be construed as an exact accounting of every strategy employed by Company in the performance of its services under this Agreement or each and every manual and automatic submission made by Company on Client’s behalf.
c.) Search Engine, Directory, or Other Submitted Website Changes: Company agrees to make all efforts to keep Client updated and informed of changes that Company becomes aware of that may impact any of the Online Marketing services provided by Company and the execution thereof under the terms of this Agreement.
d.) Campaign Monitoring: Company shall monitor and manage the performance and rates of all free and paid advertising, promotion, and Online Marketing service campaigns implemented by Company during the term of this Agreement. Company shall make adjustments and modifications to said campaigns in order to maximise Client’s return on investment (ROI) for initiated campaign. Company agrees to remove no-performing campaigns. Company shall compare the results of monitored performance and rates against any and all tracking, performance, or monitoring solutions employed by Client independently and, further, Company agrees to make modifications to any campaign requiring changes based on this comparison to meet with Client’s desired Online Marketing positioning and performance.
(viii) Consultation and Training. Upon the request of Client to Company, Company will provide Client and Client’s staff with consultation, guidance, and training on the use of Site, as well as internet orientation, troubleshooting, marketing strategies, advertising campaigns, review of existing Online Marketing, design modifications, content changes, education associated with the use of a website editor, and like consulting topics. As may be necessary, Company shall provide Client and Client’s
staff with applicable training and consultation to implement, enhance, and/or improve Company’s services as per the terms of this Agreement. (ix) Advertising Copy. Based upon Client’s responses to Company’s Online Marketing Fact Find, and as per all other information provided by Client as per the terms of this Agreement for Company’s performance of its Online Marketing services offered to Client, Company shall write advertising copy that is designed to establish high click-through rates to Client’s website as determined by the keywords and phrases identified and selected in Section 1.1(ii) of this Agreement.
1.2 Limitation of Services and Performance as related to Search Engines.
(i) Client understands and agrees that Company cannot and does not guarantee an increase in sales, traffic, #1 positioning, consistent positioning, top ten (10) positioning, or placement for any particular keyword, phrase, or search term due to the competitive and consistently changing nature of the services delivered by Company to Client. Client further acknowledges that the Company’s past performance as may be applicable to the websites of other clients or Client’s own website is not indicative of any future results or performance Client may expect or experience.
(ii) Client further agrees and accepts that Online Marketing and the submission and inclusion of Client’s website to search engines and directories may take a period of time unable to be identified by Company to Client.
(iii) Client agrees that Company shall have no responsibility with the respect to the policies of third-party search engines, directories, or other websites that Company may submit Client’s website to with respect to how Client’s website may be classified by said resources or the type of content said resources accepts.
(iv) Client further understands that Client’s website or content may be excluded or banned by said resources at any time, and that the submitted to search engines, directories, or other websites may block, prevent, or otherwise cease to accept submissions for an indefinite period of time or permanently at any point.
(v) Client understands and accepts that search engines, directories, and other submitted to websites may drop listings from its database at any time without the provision of an explanation or reason for the same. If such exclusion occurs at any point during the term of this Agreement, Company shall resubmit Client’s website to said resource as per the current terms and policies of the resource in question. However, Client acknowledges that Company may not become aware of changes to said resource, industry changes, or other changes that may impact the Online Marketing services as provided by Company during the term of this Agreement.
(vi) Client agrees not to hold Company responsible for
Any liability or action taken by third-party resources;
Any loss of ranking to Client;
Any third-party intrusions, disruptions, or other file harvesting or copying, in whole or in part, of the work performed under this Online Marketing Services Agreement;
Any downtime, lost files or materials, or improper links; or
Any other changes or issues in terms of Client’s website performance caused by the utilisation of other Online Marketing services from other companies or as implemented by Client directly.
(vii) Company’s Online Marketing services exclude anything not specifically enumerated in this Agreement to Client.
SERVICE DELIVERY, DEADLINES, MILESTONES, AND DELIVERABLES.
Company shall employ reasonable diligence in the development and implementation of the Online Marketing services offered as per the terms of this Agreement,
2.1 Company’s Delivery of Online Marketing Services. Company will endeavor to deliver to Client the Online Marketing services as articulated and contemplated throughout this Agreement in formats mutually agreed to by the parties within 7 of the parties execution of this Agreement and completed initial setup of Company’s Online Marketing services on Client’s website.
2.2 Client’s Receipt of Company’s Materials. Client agrees to notify Company of its receipt of Company’s intended Online Marketing services plan and confirmation of the implementation of the same within 24 hours of receiving the same during weekdays, and within 48 hours of receiving the same on weekends. Such notification shall be made via email, delivery confirmation and return receipt requested, or telephone and shall include Client’s estimated date to complete any action item requiring attention as indicated by Company in said materials. Company agrees that the services it shall provide to Client will be substantially similar to those articulated as acceptable within this Agreement. Any deviation from this explicit outline, other than those necessary as a result of industry changes or Company modified Online Marketing strategies, must be approved in writing by Client. Further, Client agrees that Company may utilise the services of subcontractors as Company desires in the performance of its obligations under this Agreement.
2.3 Delivery Timeline and Format. Company agrees to make all reasonable efforts to implement the Online Marketing strategies and services as outlined throughout this Agreement by the estimated dates articulated by Company to Client to perform said contracted services. Client shall provide any and all feedback within 7 days to Company that modifications are required to the services performed by Company for Client in accordance with the terms of this Agreement. Company shall then have 7 days to complete said modifications and/or corrections, or submit alternatives, to Client. However, Client agrees that any deviation from the request specifications, or Client’s delay in performing its responsibilities under the terms of this Agreement, will impact the delivery timeline of Company’s completion of the contracted services and no penalty shall attach thereto as a result.
2.4 Hidden Code or Text. Company agrees not to include any hidden text or code into Client’s website other than that specifically requested by Client.
3.1 Authorised Personnel. Client agrees that no party shall be permitted to perform
Online Marketing services consistent with those provided by Company as per the terms of this Agreement throughout the duration of this Agreement, unless otherwise agreed to between the parties. If a party other than Company accesses or engages in Online Marketing services to Client’s Site consistent with those services to be performed by Company as per the terms of this Agreement, Client shall relieve Company of any liability in providing Online Marketing services or retaining the existing Online Marketing services being employed by Company for Client. Further, Client agrees that any errors, omissions, defects, or problems that may arise due to the services performed by a party other than Company consistent with those contracted for by Client in this Agreement, to which Client requests repair by Company, will be billed at a rate separate from, and as will be determined by Company in consideration of the severity of said error, omission, defect, or problem, that articulated in this Agreement.
3.2 Authorisation to Client’s Website Space. Client agrees to provide authorisation for Company to access Client’s ISP or Web Hosting Provider account where Client’s Site is located throughout the duration of this Agreement and to instruct Client’s ISP or Web Hosting Provider to provide Company with “write permission” to Client’s website directory, cgi-bin directory, and any and all other directories as may be needed for Company to perform its services in compliance with this Agreement.
4. COMPENSATION AND FEES.
4.1 Payment Terms. In consideration of the services to be performed by Company as per the terms of this Agreement, Client agrees to pay agreed fee as per signed order form per month on a schedule of 7 days from the date of each invoice provided by Company to Client. Said fee shall not include the provision of any services as excluded under Subsection 1.2 of this Agreement.
4.2 Failure to Remit Payment; Payment Delinquency. Failure to remit payment in accordance with the terms outlined above is a violation of this Agreement created by the parties and, without limiting any other rights or remedies available to Twohats Digital Ltd under the law, in equity, or under the parties Agreement, Twohats Digital Ltd may (i) suspend any further Online Marketing services, work in progress, and/or remove any materials where payment has yet to be remitted, (ii) remove equipment, software, services, or resources owned by Company and provided to Client, (iii) apply an interest penalty at a rate of 5 % per week, which will be required to remitted with any outstanding balance for Company to resume and continue the provision of the services as outlined throughout this Agreement for Client, (iv) terminate this Agreement, (v) treat such delinquency as Client repudiation of the portion of the parties Agreement not then fully performed, whereupon Twohats Digital ltd Ltd may cancel further delivery of any services or materials and any amounts then due shall become accelerated such that immediate payment is required. If the retention of an outside collection agency or attorney is required to collect this debt, it will result in Client liability for all collection fees, legal fees, interest, and all costs associated with the collection of this past due amount. Client hereby certifies that Client is currently solvent and agrees that acceptance of delivery of each portion of client’s project shall constitute reaffirmation of this certification at such time.
4.3 Refunds/Credits. Client agrees that once the fee for a given payment period is remitted no credit or refund shall be granted instead a + credit will be made within the software on a agreed amount.
4.4 Supplemental Expenses. The Parties acknowledge and agree that any and all expenses directly connected to the Online Marketing services provided by Company to Client shall be absorbed by Company as part of the Online Marketing service package price quoted to Client by Company, which shall include, but not be limited to, the cost of purchasing search engine, directory, or other website placement listings, pay-per-click campaigns (PPC), text link advertisements, all other advertising placement and promotional endeavors outlined within Company’s Online Marketing service package as outlined to Client within Section 1.1 of this Agreement, software procurement, subcontractor fees, licensing fees, other web content, materials, supplies, and all other elements as may be needed to perform the Online Marketing services offered by Company to Client as part of this Agreement. However, Client shall be responsible for any and all fees not associated with the Online Marketing services offered by Company to Client as outlined throughout this Agreement, or any other service not specifically articulated within this Agreement.
4.5 Acceptable Payment Types: All invoices must be remitted in UK Sterling and may be paid via credit card, PayPal, Standing Order or BACS.
(i) Payments remitted by cheque should be made payable and sent to: Twohats Digital ltd 1 Back Hawkhill Avenue, Ayr, KA89NE
(ii) Payments remitted by SO or BACS should be remitted to: Twohats Digital ltd Account number: 10935022 Sort code: 16 20 30
5. CLIENT RESPONSIBILITIES
In consideration of Company’s provision of the services outlined throughout this Agreement to Client, Client agrees to provide to Company with the following:
5.1 Website Access. FTP access to the website said services are to be performed on. Said access shall be to the main site in order to upload new pages, modifications, updates, software, or other materials needed for the performance of Company’s Online Marketing services as articulated throughout this Agreement for the purpose of optimisation and preferential positioning OR the complete and accurate contact details to submit all materials to for approval and implementation by a third party.
5.2 Intellectual Property Provision. Client authorises Company to use all of Client’s logos, trademarks, website images, other related branding materials, or the like to develop additional pages for Client’s website, modify existing pages of Client’s website, create informational pages about Client’s website, and any other use as may be required by Company to perform the Online Marketing services as offered to Client per the explicit terms of this Agreement. Client further grants Company the right to list, reference, or otherwise identify Client as a customer of Company on Company’s website and any other Company advertising and marketing, except as expressly excluded elsewhere within this Agreement.
5.3 Advertising Copy.
a.) Client shall provide Company will relevant textual content for the purpose of Company’s performance of the Online Marketing services outlined throughout this Agreement if said text is requested by Company.
b.) Client agrees to provide Company with textual content for each of Client’s keyword phrases as requested by Company to which said length of such content shall be dictated by Company to Client, and is deemed necessary by Company to perform the Online Marketing services as offered through this Agreement to Client.
5.4 Campaign Funding and Budgeting. Client agrees to be solely responsible for all advertising, positioning, or fee based Online Marketing services implemented as per the services delivered to Client by Company through this Agreement, and shall maintain sufficient funds within all designated resource or service accounts to maintain inclusion in said resource or service. a.) Initial Funding. Company and Client shall agree upon a budget for all fee- based Online Marketing services deemed necessary by Company to perform its Online Marketing services offered throughout this Agreement. Upon such budget determination, Client agrees to provide said funds to Company to distribute accordingly to the applicable paid Online Marketing service solutions or fund said solutions directly.
b.) Balance Maintenance. Client agrees to continue to fund the paid resources and solutions utilised in the provision of Company’s Online Marketing services as per the terms of this Agreement for (1) the duration of this Agreement, or (2) until such time as Client elects to discontinue said campaigns with 30 days notice of the same to Company, or (3) Company indicates to Client that said resource or service should no longer be funded with 30 days advance notice provided to Client by Company.
5.5 Website Additions, Modifications Consent. For the duration of this Agreement, Client provides Company with the exclusive right to approve or disapprove of any design strategies, website modifications or changes, existing code or other techniques, or other Online Marketing applicable information or changes employed on Client’s website, whether or not requested by Client, that are determined by Company to be detrimental to Online Marketing and Company’s performance of its services as outlined throughout this Agreement.
6.1 Confidential Information. Each Party further recognises and acknowledges that the other Party possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term “Confidential Information” includes all information and materials belonging to, used by, or in the possession of the Disclosing Party relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by the Receiving Party, or (b) information that subsequently becomes public through no act or omission of the Receiving Party. The Receiving Party agrees that all of the Confidential Information is and shall continue to be the exclusive property of the Disclosing Party, whether or not prepared in whole or in part by the Receiving Party and whether or not disclosed to or entrusted to the Receiving Party’s custody. The Receiving Party agrees that it shall not, at any time following the execution of this Agreement, use or disclose in any manner any Confidential Information of the Disclosing Party, except as set forth in this Section 4.1 or in this Agreement. Except as otherwise expressly set forth in this Agreement, the parties shall not disclose the terms of this Agreement or relationships to any third party other than a party’s advisors, lawyers, accountants, parent company, wholly-owned subsidiaries and owners.
6.2 Confidential Information Retention and Disclosure. Each Party will maintain all confidential information of the other party in strict confidence and will not, at any time or for any reason, disclose any Confidential Information of the other to any third party without the disclosing party’s prior written consent. Neither party will use any Confidential Information of the other for any purpose whatsoever except in performing its duties and exercising its rights under this Agreement. Neither party will disclose any Confidential Information of the other to any of its agents or employees who do not participate directly in the performance of its duties or exercise of its rights under this Agreement, and each party will advise its employees who are permitted access to any Confidential Information of the other party, of the restrictions on disclosure and use set forth in this Agreement. Notwithstanding the foregoing, either party may disclose the Confidential Information of the other if it believes in good faith that any applicable law, rule, or regulation requires the disclosure, provided that it makes a reasonable effort to give the disclosing party as much advance notice as may be practicable to enable the owner of the Confidential Information to file an injunction or restraining order prohibiting disclosure. On termination or expiration of this Agreement, each party will return or destroy all Confidential Information obtained from the other party and copies thereof. Either party may use for any purpose without obligation to the other party’s information (other than Confidential Information) in non- tangible form, which may be recalled by persons who have had access to the Confidential Information, and which results from work with the Confidential Information. The Parties agrees that any breach of this Section 6 would cause irreparable harm to the Disclosing Party for which monetary damages would not be adequate and, therefore, the Receiving Party agrees that, in the event of a breach of this Section 6, the Disclosing shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.
6.3 Confidentiality Duration. Parties agree that the terms of this agreement and transaction are to be confidential. Both parties agrees to refrain from communicating or disclosing the terms, specifications, pricing arrangements, and any and all other details listed here to any person, persons, associations, firms, or other entities whether or not recognised by scottish law for the entire period that the parties are engaged in this agreement, and for a period of one (1) year after any termination of this agreement. Upon the expiration of this confidentiality period, both parties will remain bound to all other provisions of this agreement.
7. PROPRIETARY RIGHTS
7.1 Limited Trademark License. The Parties hereby agree to issue the other party a non-exclusive, non-transferable, revocable license to utilise the trademark of the other Party in a form acceptable by that party for the purposes of satisfying the rights and obligations as set forth in this Agreement.
7.2 Company Acquisition of Licenses. Company agrees that in such instances where third party materials or work previously created by Company is utilised to complete the Online Marketing services as requested by Client that they shall effectuate the acquisition of all necessary rights, titles, licenses, and interests to procure an unlimited, royalty-free, world-wide license for Client to utilise the same within its website, but that said acquisition may result in a fee, which shall be passed on to Client to satisfy and thereby acquire the same.
7.3 Intellectual Property Rights of the Parties. The Parties agree that any grant authorising either party to utilise any copyrighted or trademarked material(s) from the other party shall be conditioned on the use of said materials in accordance with the terms of this Agreement. Furthermore, both Parties agree that all right, title, interest and Intellectual Property Rights attributable to all material(s) shall remain owned solely and exclusively by that Party at all times, and shall not be deemed to have been assigned to the other Party under any circumstances. Parties shall retain ownership of all components, content and intellectual property to which that Party possessed ownership prior to the commencement of this Agreement. All rights in the Parties copyrighted and trademarked material(s), including but not limited to Confidential Information, trade secrets, trademarks, service marks, patents, and copyrights are, shall be and will remain the property of that Party. Both Parties acknowledge that the information and/or material(s) provided to the other Party to effectuate the completion of this contracted project and the terms of this Agreement contain proprietary and Confidential Information of that Party. Therefore, the Parties agree to keep said information and
material(s) in confidence and to take all reasonable precautions to ensure that no unauthorised persons have access to said information or material(s) and that no unauthorised copies are made. Either Party’s breach of this Section 7.3 shall be considered a material breach of this Agreement.
7.4 Specific Company Intellectual Property Right Retention. Client agrees that Company shall retain all documentation, source code information, keyword(s) and keyword phrase(s) lists, and other assets employed, implemented or created by Company for Client throughout the execution of this Agreement. Client further understands and agrees to receive the output data of Company’s applicable work only.
7.5 Open Source Materials. Company will identify all materials, if any, incorporated into Client’s website to satisfy Client’s request for services by Company, that would cause any Intellectual Property or any combination thereof with other property created pursuant to this Agreement to be subject to license terms applicable to Open Source Code. To the extent that the use of any such materials by Client hereunder could subject Client to license terms applicable to Open Source Code, Company shall ascertain the extent to which such materials are incorporated, and shall ensure that such materials do not interfere with Client’s use of the Site under the terms of this Agreement or Client’s Intellectual Property as permitted by this Agreement.
7.6 Company License of Specific Portions. Client hereby grants to Company a perpetual, non-exclusive, royalty free, worldwide license to use certain portions and/or content from Client’s website as expressly authorised by Client at the time this Agreement is executed, or as may granted thereafter in writing by the Client. This license may not be transferred, sublicensed, or assigned to any other party at any time without the express written consent of Client and does not extend to Client’s any subsisting copyrights or trademarks held by Client or identifying material of Client’s business or business name.
7.7 Waiver of Common Law Rights. Company hereby waives, assigns, and transfers onto Client, any and all rights in and to the content created for Client’s website that may exist with respect to said content under any and all statutory law, or otherwise, including, but not limited to, trade secret rights, privacy rights, moral rights, or any other rights thereto.
7.8 Relation of the Parties. Company, Twohats Digital ltd, is an Independent Contractor and is not an employee, agent, or representative of Client. Company is solely and wholly responsible for all taxes and insurance that may be applicable to Company. The Company is retained by Client only for the purposes and to the extent set forth in this Agreement and the Company’s relationship to the Client shall, during the term of this Agreement, be that of an Independent Contractor and the arrangement constitutes that of a Work Made for Hire. Company further agrees that under this Work for Hire Agreement Client’s website created as part of this Agreement is considered to be created within the scope of this work, and Client shall be the sole owner of said website. In further words, Company agrees that that all copyrights, trademarks, patents, intellectual properties, inchoate intellectual property interests and all rights associated to ownership, whether perfected or not, and whether aware of or not, and possession of any details related to any and all Client website details and information shall be held by Client at all times, and that Company shall have no ownership rights to any materials created by Company for Client except as expressly identified elsewhere in this Agreement. Furthermore, Client shall not withhold, from sums becoming payable to the Company hereunder, any amounts for any Tax during the term of this Agreement. Company shall be free to dispose of such portions of his entire time, energy and skill as he is not obligated to devote hereunder to Client in such manner as he deems advisable as detailed here and in Section 6 of this Agreement. The Company shall not be considered as having an employee status or as being entitled to participate in any plans, arrangements or distributions by the Client pertaining to or in connection with any insurance, pension, stock, bonus, profit sharing or other benefit extended to the Client’s employees.
7.9 Reservation of Rights. Each Party reserves its respective rights in and to any Intellectual Property that is not expressly granted in this Agreement.
8.1 Limited Warranty and Limitation on Damages. Company warrants to Client that the Online Marketing services provided and campaigns initiated as per the terms of this Agreement will conform to all specifications outlined within this Agreement for a period of 7 days from Client’s acceptance of the same. If the Online Marketing services provided or campaigns initiated and implemented do not conform to the specifications of this Agreement at any point during the designated period, Company shall be solely responsible for curing such defect without unreasonable delay at Company’s sole expense and without charge to Client in order to comply with the specifications regarding the services and campaigns outlined throughout this Agreement. This shall be the only warranty provided by Company to Client in relation to this Agreement, and Client expressly waives any and all other warranties, express or implied. Client further understands and agrees that Company does not warrant that all services and/or campaigns will perform or work on all platforms or in every utilized instance. Further, Company will not be responsible for the results, productivity, or any other performance metric not included in Company’s stipulated Online Marketing services throughout this Agreement or as may be obtained by Client independently. Client expressly waives any claim for damages, whether direct or indirect, and agrees that its sole and exclusive remedy for damages, either in contract or tort, shall be the return of consideration paid to Company.
8.2 No Liens, Encumbrances, or Infringements. The Company warrants that the Online Marketing services provided as per the terms of this Agreement are now free for sale to Client, and that at the time of delivery will be free from any security interest, lien, or any third party interest in the listed services, and that is has full title to the services, other than those expressly disclosed and approved by Client prior to the completion of said service(s). Furthermore, the Company agrees that at the time of signing this Agreement, the Company neither knows, nor has reason to know, of the existence of any outstanding title or claim of hostile title to the rights of the Company in its service(s). The Company warrants that the service(s) will be delivered free of the rightful claim of any person arising from patent, copyright, trademark infringement, trade secret, or other proprietary right held by any third party.
8.3 Fitness. In addition, Company warrants that the service(s) will be fit for the purpose for which such service(s) are ordinarily intended.
8.4 Compatibility. The service(s) performed by Company for Client will be compatible with the latest version(s) of all applications utilised in the provision of Online Marketing services to Client and as implemented and employed on Client’s website, as well as be compatible across all platforms and browsers.
8.5 Authorisation to Enter Agreement. Company has the full right and power to enter into this Agreement and to grant the exclusive rights in and to the services offered by Company to Client.
8.6 Indemnification. Client will indemnify, defend and hold harmless the Company for any breach of this Agreement or warranty stated herein, in addition to satisfying any liability to the Company or any party as may be adjudicated against the Client. The Client may enter into such settlement agreements with parties in instances in warranty breach as are consented to by the Company.
8.7 No Express or Implied Warranty. Client understands and agrees that, other than the warranty expressly outlined within Section 8.1 of this Agreement, all Online Marketing services, systems, and products provided by Company under this Agreement are offered and delivered without any express or implied warranty in fact or in law, whatsoever. Client further acknowledges and agrees that Company does not exercise control over, and shall accept no responsibility for, the content of the information that passes through Company’s computers, networks, location presences, or the internet. Company does not warrant that the operation or performance of its services as offered through this Agreement will be uninterrupted or error-free, or completely secure, and makes no warranties with respect to any intellectual property infringement, including patent, copyright, trade secret or trademark infringement. All services provided and performed under this Agreement are done so on an “AS IS” basis and without warranty against failure of performance including, without limitation, any failure due to computer hardware or communication systems. In sum, except as expressly provided for within this Agreement, Company does not make and hereby waives all reliance on, and Client waives all reliance on, any representations or warranties arising by law or otherwise, regarding the services, including without limitation, implied warranties or merchantability, fitness for a particular purpose, or conditions of quality, and any warranties with respect to patent, copyright, trade secret or trademark infringement.
9.1 General Indemnity. Each Party (the “Indemnitor”) will defend at its expense, indemnify, and hold harmless the other Party and such other Party’s affiliates, officers, directors, shareholders, employees, and agents (each an “Indemnitee) from costs, expenses, and losses in connection with claims or actions by third parties arising out of or relating to: (i) any breach of a warranty in Section 8 of this Agreement by the Indemnitor; (ii) any negligent acts/errors/omissions of the Indemnitor or any intentionally tortious conduct on the part of the Indemnitor; or (iii) any breach of this Agreement.
9.2 Indemnification Procedures. Each Party’s obligation to indemnify the other Party hereunder shall be conditioned upon the Indemnitee: (i) promptly notifying the Indemnitor in writing no later than thirty (30) days after the Indemnitee’s receipt of notification of a potential claim (provided that the failure to provide such notice shall not limit the Indemnitee’s right to indemnification hereunder except to the extent that the Indemnitor is materially prejudiced by such failure); (ii) providing the Indemnitor a copy of all information received by the Indemnitee with respect to the claim or action; and (iii) allowing the Indemnitor to control the defense and settlement of the claim or action, including the selection of legal representation; however, Indemnitor must obtain Indemnitee’s written consent before settlement of the claim. The Indemnitee will have the right to participate in the settlement or defense of any such claim or action at its own expense. The Indemnitee shall not be bound by any settlement made by the Indemnitor to which the Indemnitee has not consented.
TERM AND TERMINATION
10.1 Term. This Agreement shall commence on the Effective Date, and all terms detailed herein shall remain in effect throughout the duration of this Agreement or earlier termination of this Agreement as listed in this Section 10 or as permitted elsewhere within this Agreement.
10.2 Termination For Cause. Either party may terminate this Agreement for cause immediately by written notice upon the occurrence of any of the following events:
(i) if the other party ceases to do business, becomes insolvent, makes a general assignment for the benefit of its creditors, or otherwise terminates its business operations;
(ii) if the other party is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party and such petition is not discharged within sixty (60) days of such filing;
(iii) if the Company breaches or defaults under any of Company’s obligations contained in this Agreement, if Company is unable to or refuses to perform services hereunder, or Company breaches or defaults on any material provision of this Agreement and fails to fully cure such breach within thirty (30) days of written notice describing such breach; or
(iv) if Client breaches any material provision of the Agreement and fails to fully cure such breach within thirty (30) days of written notice describing such breach.
10.3 Termination Without Cause. Either party may terminate this Agreement without cause upon thirty (30) days written notice to the other party.
10.4 Rights Upon Termination; Survival.
(i) Rights Upon Termination. Upon any termination or expiration of this Agreement, all legal obligation, rights and duties arising out of this Agreement shall terminate except that: (i) Licensee shall immediately return the Confidential Information and all related materials and copies thereof to the respective disclosing party; (ii) the due date of all monies due Licensor shall automatically be accelerated so that such payments shall become due and payable on the effective date of termination, even if longer terms had been provided previously; (iii) the provisions of Section 6 and Section 7 of this Agreement shall continue to apply and survive the termination of this Agreement as ongoing covenants between the Parties; (iv) Company shall have the ongoing obligation to continue to deliver to Client all tangible and intangible material(s) of the customer and all versions of any Proprietary material(s) of the Client or developed for the Client during the effective period of this Agreement; (v) Company shall have the ongoing obligation and duty to confirm in writing and take all reasonable steps to secure proprietary rights in the Proprietary material(s) Company pursuant to this Agreement in the name and exclusive ownership of the Client; and (vi) all other Sections not inconsistent with this provision shall survive.
(ii) Survival. Termination or expiration of this Agreement shall not relieve either party of any payment or other obligation under this Agreement which was to have been performed by such party prior to the termination. All provisions of this Agreement which by their nature are intended to survive the termination or expiration of this Agreement including, without limitation, the provisions of Section 3 (Company Compensation and Fees), 6 (Confidentiality), 7 (Proprietary Rights), 9 (Indemnity), 10.4 (Rights Upon Termination; Survival), and 11 (General) will survive the termination of this Agreement.
11.1 Advisement. Licensee hereby acknowledges that they have a) read this Agreement; b) have been provided a full and ample opportunity to study it; c) has been hereby advised in writing to consult with an attorney prior to signing this Agreement; and d) that signing this Agreement is voluntarily, without coercion, and with full knowledge that it is intended, to the maximum extent permitted by law, as the complete and full agreement accepted by both parties.
11.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of Scotland. Any legal action or proceeding with respect to this Agreement shall be proper only in the courts located in Scotland. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts.
11.3 Compliance With The Law. Client acknowledges and agrees that the website and/or related material(s) created and delivered by Company to Client in accordance with the terms of this Agreement may be subject to restrictions and controls imposed by current Export Laws and regulations. Client further agrees to comply with all laws and regulations in Client’s use of the website and/or related material(s) created and delivered by Company to Client in accordance with the terms of this Agreement, including such export regulations.
11.4 Assignment. Neither party may sell, transfer, assign, delegate, subcontract, attempt to assign nor otherwise transfer any right or obligation arising out of this Agreement without the prior written consent of the party; such consent not to be unreasonable withheld, conditioned, or delayed.
11.5 Notices. Any notices, demands or consents required or permitted under this Agreement will be in writing and shall be either (a) personally delivered, (b) sent by facsimile, or (3) sent by prepaid registered or certified mail, return receipt requested, addressed to the other party at the address set forth above or at such other address as such party will specify to the other party in writing.
11.6 Derivatives. Client acknowledges and agrees that Company will have the exclusive right to make any derivative work from any of its work, practices, coding, programming, or other work in regards to the Online Marketing services provided through this Agreement.
11.7 Modification of SEO Services Agreement. Any modifications requested by either Company or Client to the terms and conditions of this Agreement shall be done in writing and submitted to either party for consideration. No modifications or revisions requested to this Agreement shall be of any force or effect unless the same are in writing and executed by both parties.
11.8 Severability. If any provision of this Agreement is adjudicated as illegal, invalid, or unenforceable by any court, tribunal, administrative body, or government authority of competent jurisdiction such provision shall, to the extent required, be deemed stricken from this Agreement and all other terms within the Agreement shall survive and remain in full force and effect as if the stricken terms were not a part of the original Website Maintenance Agreement. Company and Client agree to execute such documents as may be necessary to preserve the intent of the parties and the enforceability of the non-stricken terms in such a situation.
11.9 Waiver. Failure or neglect by either party to enforce, at any time, any of the provisions of this Agreement will no be construed or deemed to be a waiver of rights hereunder nor in any way affect the validity, in whole or any part, of this Agreement or prejudice the rights to take subsequent action.
11.10 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Neither party shall be liable for any of the actions, omissions, or indebtedness of the other party.
11.11 Force Majeure. Except as may be otherwise specifically provided in this Agreement, neither Party shall be in default under this Agreement if and to the extent that any failure or delay in such Party’s performance of one or more of its obligations hereunder is caused by any of the following conditions, and such Party’s performance of such obligation or obligations shall be excused and extended to the extent directly resulting from: act of God; fire; flood; government codes, ordinances, laws, rules or regulations; war or act of terrorism or civil disorder; any other cause beyond the reasonable control of such Party; provided however, that each such event or condition (i) did not exist as of the date of execution of this Agreement, (ii) is not reasonably within the control of, and is not caused or contributed to by the gross negligence or intentional misconduct of the Party claiming excuse, and (iii) prevents as a whole or in material part, the performance by the Party claiming excuse (a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the Party seeking excuse of its performance will notify the other Party as soon as possible and the Parties will meet within a reasonably prompt time period to discuss the circumstances and potential solutions to such Force Majeure Event. During the period that the performance by one of the Parties of its obligations under this Agreement has been suspended by reason of a Force Majeure Event, the other Party may likewise suspend the performance of its obligations hereunder to the extent that such suspension is commercially reasonable and related to the suspended performance caused by the Force Majeure Event. The Party claiming the Force Majeure Event will use commercially reasonable efforts to minimize damages to the other Party resulting from the nonperformance of the Party claiming the Force Majeure Event and will use commercially reasonable efforts to remedy or cure such Force Majeure Event and resume performance after the removal or cessation of the Force Majeure Event, including providing, where available, substitution services at reasonable rates and cost not to exceed the rates and costs set forth in this Agreement. The time for performance of this Agreement shall be extended for a period equal to the duration of such Force Majeure Event, provided that if the delay of such Party’s performance exceeds 30 days, the Party not claiming suspension pursuant hereto may, upon delivery of written notice, terminate this Agreement or in its discretion any portion thereof that is affected by the Force Majeure Event without liability to the Party claiming suspension. Upon the cessation or termination of the Force Majeure Event, the Party claiming suspension under this Section shall notify the other in writing of such cessation or termination of the Force Majeure Event.
11.12 Headings. The headings of the terms and conditions contained in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this Agreement.
11.13 Counterparts. This Agreement may be executed in two or more counterparts, and each counterpart will be deemed an original, but all counterparts together will constitute a single instrument.
11.14 Legal Fees. If an action is commenced to seek a determination or enforce any of the provisions of this Agreement with any court or regulatory authority of competent jurisdiction, including without limitation, an arbitration proceeding, the prevailing party shall, in addition to its other remedies, be entitled to recover reasonable lawyer’s fees, arbitration fees and court costs, including such fees and costs on appeal, from the other party.
11.15 Disclaimer. Neither party makes any statement, warranty, representation or promise not expressly set out in this Agreement, or required by law.
11.16 Entire Agreement. This Agreement (including its Exhibits) contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, understandings, representations, warranties, covenants, and any other communications (whether written or oral) between the parties relating thereto and is binding upon the parties and their permitted successors and assigns. Nothing in this Agreement is intended or will be construed to give any person (other than Licensor and Licensee) any legal or equitable right, remedy or claim under this Agreement or any provision hereof. No purchase order, invoice or similar document will by its terms amend or supplement the terms and conditions of this Agreement, even if accepted or signed by the receiving party.
Definition of our terminology as used within this document:
A ‘Project’ is any work undertaken or service provided by Soapbox Digital Media for the client at their request and as described in our confirmation order email to that client.
A ‘Client’ is a person, persons, business or organisation using any of the services provided by Twohats Digital ltd.
‘The Payment Period’ shall be the time allowed by Twohats Digital ltd for receipt of all monies owed to Twohats Digital ltd by the client.
‘Live Mode’ will be from the date the website is available on the clients chosen domain.
‘Domain’ is the website address as specified by the client.
‘Services’ is any product or service provided to the client.
‘Hosting’ is a monthly cost to keep a clients website activated online.
‘Content’ is both text and images that the client requires on the website.
Terms and Conditions
1. The contract between Twohats Digital ltd and the client will be on these conditions to the exclusion of all other terms and conditions. Any variations to these conditions shall have no effect unless agreed in writing. Please read these terms and conditions carefully. By accessing this website and paying for our services you agree to be bound by the terms and conditions below. These terms and conditions are subject to change without notice, from time to time at our sole discretion. We will notify you of amendments to these terms and conditions by posting them to this website.
The works to be carried out shall be as set out in the Twohats Digital ltd confirmation order email. Once the deposit is received by Twohats Digital ltd, this contract becomes legally binding and all monies owed for the work carried out must be paid in full.
Twohats Digital ltd will only commence work on a project after receipt of 50% deposit of the quoted project fee from the client. The final 50% payment is to be made on completion of the website/project. The website will be switched to live mode or project files handed over once the clients remaining balance is paid in full.
All electronic transactions are carried out via Electronic transaction. The service providers are responsible for the security of cardholder data. If a client chooses our monthly management services or yearly renewal of any service that Twohats Digital ltd provides, the amount will be collected by standing order on a monthly basis for the period of the contract. If a client wishes to cancel any or all services provided, a written confirmation is required 30 days before the renewal of any allocated services.
The deposit paid to Twohats Digital ltd covers the cost of design work carried out. It is not possible to refund a deposit once Twohats Digital ltd have started the design if the client wishes to cancel the project. Twohats Digital ltd reserve the right to decide whether a refund is applicable if requested by the client for any reason. A refund is not guaranteed by Twohats Digital ltd but possible providing Twohats Digital ltd decide upon this option. Once the client has approved the second stage of the development, which is the creation of screen captures and approval of the third stage, which is the development of the website, then the client is fully liable to pay for the complete amount of the project cost agreed on the order invoice.
Twohats Digital ltd shall expect the client to carry out sufficient research before proceeding with a website. This will include checking that the website/idea/business will operate legally within UK law. It is important that the website is not in anyway illegal. Any content including, images, text, logo or business identities copied from another website and supplied to Twohats Digital ltd for use on their website is strictly prohibited, and in any such case, twohatsdigital.com are not liable for this as the client will take full legal responsibility.
Where images used on the website have been purchased by Twohats Digital ltd on behalf of the client, these images are strictly for use on the website only. Twohats Digital ltd are not liable for misuse of these images by the client or any other person/s copying, altering or distributing the images to individuals or other organisations.
Twohats Digital ltd will provide hosting for the client with any standard design package on a monthly basis. The client must ensure that all payments are made on time to keep the website active. In doing so we will endeavour to provide a reliable and professional service to the client at all times but do not guarantee that the website hosting will be available at all times, especially in the event of a technical failure beyond our control.
Twohats Digital ltdcannot be held responsible for anything adversely affecting the client’s business operation, sales, or profitability that they might claim is a result of a service provided by Twohats Digital ltd .
Where we have been asked to provide search engine optimisation for a client, we do not guarantee any specific placement or high ranking on search engines.
Twohats Digital ltdown all design and code of the website until final payment has been received in full. Once final payment is received, the client will then own the design and code of the website. CMS – custom control panel access and email set up is only gained by the client once full payment is received for the project. The details are then handed over to the client. Twohats Digital ltd will ensure the website will be working fully from both the frontend/backend on handover. There is a 7 day grace period for the client to submit any functionality adjustments if need be.
Twohats Digital ltd CMS platform prices and upgrades can change at anytime. Twohats Digital ltd shall inform the client of any upcoming changes in writing, typically 24/48 hours before any new changes, or in some urgent cases and security reasons without prior notice. This also applies to all clients data/websites not hosted with Twohats Digital ltd but makes use of the platform. If Twohats Digital ltd notices any security or vulnerability risks to its CMS platform, then it has all rights to upgrade and change the CMS to secure its operation and Intellectual Property rights.
All images displayed on the client’s website will only be used after authorisation by the client and are the sole responsibility of the client regarding usage and copyright. Should any legal issues or claims arise from the content or copyright of any images supplied by the client ORTwohats Digital ltd , they will be the sole responsibility of the client.Where logo designs are provided as part of the agreed web development package, they will be free if the project is completed in full. If the project is postponed or cancelled, then a full fee of 199GBP is chargeable to the client. Alternatively, a low resolution web logo can be supplied at a fee of 99GBP if requested.
The Client agrees to indemnify, defend and hold Twohats Digital ltdand its affiliates, agents, employees, and licensors (including the third party service providers) harmless from any and all claim, demand, loss, costs or expense, including solicitor’ fees, made by any person arising out of Client’s violation of this Agreement, or any other person’s rights including but not limited to infringement of any copyright or violation of any proprietary or privacy right. Under no circumstances, including but not limited to a negligent act, will Twohats Digital ltd or its affiliates, agents, employees, or licensors (including third party service providers) be liable for any damages of any kind that result from the use of, or the inability to use, Services, even if any such party has been advised of the possibility of such damages. In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liability or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of Client’s remedies under this Agreement fail, then Client expressly agrees that under no circumstances will the total, aggregate liability of Twohats Digital ltd and its third party service providers, employees, distributors, agents or affiliates, to Client or any party claiming by or through Client for any cause whatsoever exceed £100 (U.K.), regardless of the form of action and whether in contract, statute, tort or otherwise.
Twohats Digital ltd may from time to time employ freelance designers to cope with the demand of our web design/graphic and programming services. Should any legal issues or claims arise from the website/graphic development or copyright of any images/videos/scripting supplied to the client, it is the sole responsibility of the freelance designer and not Twohats Digital ltd as a business.
Any domain names registered by Twohats Digital ltd will be registered to theTwohats Digital ltd trading address. Although the domain names are registered to Twohats Digital ltd , the client is the legal owner of the domain and if they request to have the details changed or the domain transferred elsewhere,Twohats Digital ltd will do this within a reasonable time unless the client is doing pay per lead where all domain names will revert back to ownership of twohatsdigital.com.
All new registered domain names by Twohats Digital ltd will have an expiry date after 1 year of being activated. It is the responsibility of the client to renew their domain names when due. If a domain name expires, twohatsdigital.com can not be held liable for this. However, Twohats Digital ltd will make reasonable effort to contact the client regarding domain renewal.
Twohats Digital ltd will guarantee to submit your completed web site to the Google search engine. Please note, there is no guarantee on how long it will take in total for your site to be included, it usually takes from 6-8 weeks but it could take longer depending on the search engine crawlers. Where clients opt for our monthly managed SEO optimisation campaigns, in accordance with Google terms of operation, there is no priority submit for Google, meaning “No one can guarantee a #1 ranking on Google”. Twohats Digital ltd implements the tried and tested SEO techniques to successfully gain our clients higher page ranks, yet this is also subject to Google’s indexing results and Twohats Digital ltd shall not be held liable for the final results. If clients wish to cancel any of the SEO or PPC services we provide, then Twohats Digital ltd will need 30 days written confirmation prior to the renewal date to cancel the subscription service.
twohatsdigital.com will provide a 99.9% uptime guarantee of our hosting servers including our CMS Hosting Platform, this does not include planned maintenance procedures or DOS Attacks that can infiltrate a hosting platform and would require urgent action, which can lead to prolonged down time out of twohatsdigital.com control. twohatsdigital.com shall not be liable for any loss of data if the client makes accidental changes to any part of their service with us.
Renewal of “hosting” is due on a yearly basis. The date of renewal will be annually from the date the website was ordered by the client. The “hosting” will not be renewed if we cannot contact the customer or the customer requests for us to not host this site.
The hosting renewal charge must be received within 30 days of the hosting expiry date. We reserve the right to deactivate any website where the hosting has expired and the client has not paid the renewal charge. There will be an admin fee set by twohatsdigital.com for reactivating the website / hosting. If the client wishes to terminate the hosting and domain and transfer it to another provider, twohatsdigital.com will do this for a specified admin fee at the time of the transfer.
If the client does not use twohatsdigital.com hosting services then the management and hosting of the domain name are the full responsibility of the client. If the client provides us the information for their own chosen hosting with an alternative provider, they must assure all FTP details are correct and relating to the website we have created for them. If any errors occur during the upload or
download via the clients server, or if any personal data related/unrelated is corrupted or destroyed, twohatsdigital.com are not liable for this.
twohatsdigital.com has no control of, or responsibility for, the content of our client’s web sites. In no way does the textual or image based content of our client’s web sites constitute twohatsdigital.com endorsement, or approval of the web site or the material contained within the web site. twohatsdigital.com has not verified any of the materials, images or information contained within our client’s web sites and is not responsible for the content or performance of these sites or for the client’s transactions with them. twohatsdigital.com provides links or references to our client’s websites solely for the convenience of prospective customers and intends that the links it provides be current and accurate, but we do not guarantee or warrant that such links will point to the intended client site at all times.
If a project takes longer than 2 months to complete, due to our fair work policy, any extra work is chargeable to the client at £35 per hour. This will be reviewed by management at the time of the extended period and all relevant matters and information relating to the delay will be taken into consideration.
If a domain name is purchased by the client through a company other than twohatsdigital.com, the client has full responsibility in making sure that the domain name is renewed when due. twohatsdigital.com will not renew the domain name when annual hosting renewal is due if the domain name is purchased through a company other than twohatsdigital.com.
Until full payment has been made, twohatsdigital.com retains ownership of all original artwork or parts contained therein, whether preliminary or final. Upon full payment, the client shall obtain ownership of the final artwork to use and distribute as they see fit. twohatsdigital.com retains the right to use the completed project and any preliminary designs for the purpose of future publications on design, marketing materials and portfolio.
The designer shall make every effort to ensure the final product is free of any grammatical and spelling errors, before giving the final product to the client. It is agreed that it is the client’s responsibility to ensure that there are no spelling or grammatical errors or website functionality errors contained in the final product. It is agreed that the designer or twohatsdigital.com is not responsible or held liable for any errors contained in the final product after the final product has been published in view of the public and handed over to the client.
After care support will be provided for a period of 30 days once the website is made live. This includes cms, ecommerce, domain, email and hosting related questions/support. After this period, twohatsdigital.com support is discontinued. If the client wishes to continue twohatsdigital.com technical support including phone support, then a monthly or yearly support package fee will be made available. Free email and ticketing support shall be made available to all clients requiring technical support. If clients accounts have overdue or pending invoices, these payments will need to be cleared for support to continue.
All correspondence and documents provided will be treated as confidential between the client and the designer, unless both parties involved have granted consent.