Terms & Conditions

These terms and conditions apply to clients (the Client) who commission Marketing for Profits Limited (MfP) to provide services as set out below and in accompanying schedules where relevant:

• Design and creation of a website for the Client
• Review of an existing website belonging to the Client
• Marketing, internet marketing strategy and consultancy
• Hosting and support for the Client’s website
• Integration of Website operation/information into the Client’s administrative systems
• Search engine services and internet marketing support
• Any other services agreed in writing, email or any other medium

The engagement is subject to written acceptance, signed by both the Client and an authorised representative of MfP, and to the terms and conditions as set out on this page. These terms and conditions may be varied by mutual consent, as described in the accompanying letter described above.
1. Generally, for any service commissioned by the Client:

1.1. MfP agrees that all business affairs and information of the Client will remain confidential except where necessary for the execution of their services for the Client, as authorised by the Client for publication on the Client’s website or by legal requirements.

1.2. The Client undertakes to provide MfP with all information and assistance reasonably required for the completion of the agreed tasks, including overall business objectives and objectives for the Client’s website including costs, timescales and required functionality, plus any relevant legal requirements, pictures, photographs, logos, artwork, product and service information, personnel and business background information.

Information and images intended for inclusion in a website should normally be provided in digital format by email, floppy disk, existing internet files or CD-Rom. Any additional cost arising where the information has to be created or converted to digital format by MfP will be agreed with the Client beforehand. If digital information is supplied in a non-standard format, the client will be responsible for any reasonable costs incurred by MfP to convert information to a usable format.

If the Client does not provide the above required content, information, text and images to MfP within either three months from the order date, or a period mutually agreed, then MfP reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £60 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.

1.3. All intellectual property rights in materials provided by the Client for its website remains the Client’s property. Subject to this, all intellectual property rights in software, design work or any other materials provided to the Client pursuant to this agreement remain the property of MfP.

1.4. Where MfP provides services on an ongoing or continuous basis, MfP will provide the Client with one month’s notice of termination, or of any changes to relevant prices and conditions.

1.5. Notwithstanding clause 1.4, MfP may terminate the agreement with the Client at any time:

a. should the Client fail to make a due payment within 15 days of being notified that a due payment has not been made,
b. should the Client go into liquidation or have a receiver/administrative receiver appointed over any of its assets,
c. If the Client is in breach of any term of this agreement and the breach is incapable of remedy or, if the breach is remediable, it continues for a period of 15 days after written notice requiring the breach to be remedied has been given to the Client
d. If, in MfP’ s sole opinion, the Client is using MfP services in a way likely to damage or bring disrepute onto MfP and the Client does not immediately desist from this use on written notice from MfP to this effect.

In the event of any of the above terminations, MfP reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £60 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.

1.6. the client may cancel the project at any time for any reason. In this event, MfP reserves the right to charge the Client for the time spent on the client’s project at up to a rate of £60 per hour plus a project cancellation charge of up to 50% of the remaining fees due under the orders then current.

1.7. Payment of MfP services will be within 30 days of invoice unless explicitly agreed otherwise in writing by MfP. MfP reserves the right to claim statutory interest at 8% above the Bank of England base rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. MfP reserves the right to suspend the hosting and / or other services at its absolute discretion for all invoices overdue by 90 days or more.

1.8. MfP may provide any service by means of third parties at its sole discretion. Where MfP contacts third parties for any reason in the normal course of bidding for, arranging, undertaking or fulfilling the Client’s work requirements, the Client accepts unconditionally that MfP will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.
 
1.9. MfP will take every reasonable care to ensure freedom from errors of any work undertaken for the Client. The Client warrants the understanding and acceptance that, as it is not possible to guarantee computer software products are absolutely error free, the Client accepts unconditionally that MfP do not warrant that a website or other software (or any part of it) is error free or that use of it will be uninterrupted and that MfP will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.

1.10. MfP will take reasonable care to ensure its assessments and recommendations are soundly based and aimed at completing the agreed tasks to a professional standard. Where the Client undertakes actions following recommendations from MfP the Client accepts that responsibility for any subsequent outcomes from this remains with the Client.

1.11. The Client may agree additional work at any stage with MfP. This may be subject to additional fees as agreed at the time. The terms and conditions as outlined here will apply to the additional work unless explicitly varied by agreement between the two parties.

1.12. Where MfP offers links to other sites, MfP does not accept any responsibility for the content of those sites, the owners of which do not necessarily have any link, commercial or otherwise, with MfP
1.13. If MfP suspends the hosting or other internet services for the purpose of maintenance, improvement or repair or if there is any failure of or fault in the provision of the internet services for any reason not in the immediate, direct control of MfP or its agents, MfP will not be liable for any loss or damage incurred by the Client, whether direct or indirect (including, without limitation, loss of profit) and whether arising in contract, tort or otherwise.
1.14. Subject to clauses 1.9 and 1.13, MfP’s liability for any damages (including, without limitation, damages for loss of profits) arising in contract, tort or otherwise, resulting in any way from this agreement shall be limited, in aggregate over the entire period of the agreement, to the total amount paid by the Client to MfP.
1.15. Nothing in these terms and conditions is to be interpreted as an attempt to limit or exclude MfP’s legal liability for any personal injury resulting from MfP’s negligence or to affect the Client’s statutory rights.
1.16. The Client agrees to indemnify MfP and will keep MfP fully indemnified against all loss, damage, costs, claims and expenses arising in any way from any service or product offered or provided to, via or concerning the Client’s web site and marketing and support programmes and/or any breach of the terms and conditions set out in this document or associated documents.

1.17. Each provision in this agreement limiting or excluding liability operates separately and the invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision.

1.18. This agreement is governed by and construed in accordance with English law. MfP seeks to clarify carefully and fully in these Terms and Conditions the obligations of MfP and its clients for the provision of MfP’s services. These Terms and Conditions stand accordingly in lieu of the terms of the Sale of Goods Act 1979.

1.19. MfP reserve the right to alter these Terms and Conditions from time to time. By continuing to accept services from MfP after being notified by e-mail or otherwise of the altered Terms and Conditions the Client will be deemed to be bound by the altered Terms and Conditions.

1.20. All amendments to this agreement, as well as any other assurances or arrangements, must be made in writing. Any agreement made on behalf of MfP by its representatives or agents shall only be binding if agreed in writing by MfP.

2. Design, creation and maintenance of a website for the Client:

2.1. The Client commissions MfP to design and create a website to meet the agreed business needs of the Client and to submit the design and completed website for the Client’s approval.

2.2. The website design fee or any outstanding part of it will be due in full on completion of the website or agreed stages. The Client undertakes to pay MfP the agreed design fee promptly on approval of the completed website or agreed staged development and on the submission of the associated tax invoice. The Client agrees not to unreasonably withhold approval of the design, stage development or completed website.

2.3. The design of the website remains the property of MfP and MfP may use any aspect of the site design or coding for other clients. The client may adopt aspects of the design in other media including print with the permission of MfP which will not be unreasonably withheld.

2.4. The Client understands that MfP may use the published website as a reference site for future potential clients of MfP and will not unreasonably withhold permission for this.

2.5. The Client is not restricted to engaging MfP to undertakesite maintenance and amendment. This may be undertaken by the Client or a third party engaged by the Client

3. Review of an existing website belonging to the Client:

3.1. The Client commissions MfP to review an existing website design or operational site with a view to specifying improvements aimed at meeting the agreed business needs of the Client. The Client also commissions MfP to submit quotes for work specified for the Client’s approval.

3.2. MfP will review the site design, test the live operational performance and analyse the performance data provided. MfP will normally present its conclusions via a meeting and /or written or emailed report. The report will focus primarily on those areas where, in the opinion of MfP, improvement in performance is both possible and desirable.

3.3. The agreed Review fee or any outstanding part of it will be due in full immediately on submission or presentation of the findings of the review and of the associated tax invoice.

4. Marketing Consultancy:

4.1. The Client commissions MfP to review and /or undertake agreed aspects of its marketing and/or internet marketing strategy and operation and to recommend changes as appropriate.

4.2. MfP will report verbally or in writing / email as agreed.

4.3. The agreed Marketing fee or any outstanding part of it will be due in full immediately on submission or presentation of the findings of the review and of the associated tax invoice.

5. Hosting and support for the Client’s website:

5.1. The Client commissions MfP to provide hosting and support for the Client’s website.

5.2. The arrangement can be terminated by either party on one month’s notice in writing.

5.3. The Client agrees to pay the agreed fees promptly annually in advance by cheque, direct debit or standing order as agreed mutually between the two parties.

5.4. MfP quoted hosting fees apply to the initial 12 month period. Where it becomes necessary to increase these in subsequent years, MfP will provide at least one months notice of any proposed increase.
5.5. The Client agrees to take adequate measures to ensure their website or any system operated or provided by MfP is not used for transmission of computer viruses, any material that is obscene, defamatory, abusive, indecent, or illegal, nor used in a manner creating a violation or infringement of the rights of any person, firm, company or other entity.

5.6. MfP reserves the right to suspend the hosting and / or other services at its absolute discretion for the purpose of maintenance, improvement, repair or prevention of problems including those highlighted in 5.5.

5.7. Where MfP provides the Client with e-mail facilities, web hosting or other services which involve the provision of computer storage space MfP reserves the right to impose limits on the storage space and bandwidth provided. Such limits may be by reference to the physical amount of space made available, the number of e-mail messages held, the size of any attachments sent or any other method MfP may specify. MfP reserves the right to vary these limits from time to time and will keep the Client informed by e-mail. MfP reserves the right to refuse to accept material and/or to delete material which exceeds the relevant limit.

6. Integration of Website operation/information into the Client’s administrative systems

6.1. The Client commissions MfP to review the work required and benefits from integration of agreed aspects of the client website information flow and to recommend a specified programme of integration.

6.2. The Integration fee or any outstanding part of it will be due in full on completion of the integration or agreed stages. The Client undertakes to pay MfP the agreed fee promptly on approval of the completed integration or agreed staged development and on the submission of the associated tax invoice. The Client agrees not to unreasonably withhold approval of the work undertaken or of the staged development.

7. Search Engine Services and Internet Marketing Support

7.1. The Client commissions MfP to undertake work on the client’s web site and marketing / promotion programme with a view to increasing its targeted visitor traffic, exposure to search engines and /or registration with search engines.

7.2. MfP will report verbally, in writing or email as agreed to recommend and agree the work to be undertaken.

7.3. The agreed fee or any outstanding part of it will be due in full immediately on the main submission to search engines or individual task agreed or earlier by agreement and on presentation of the associated tax invoice. All payments made by MfP to third parties in the normal course of its duties and within agreed budgets will be due when made or earlier by agreement. Expenditure on pay per click programmes will normally be charged monthly in arrears but one month’s budget will be charged and held by MfP in advance for the monthly service and one quarter’s budget for the quarterly service.

7.4. Where a post registration report and resubmission of failed entries has been commissioned, this will normally be undertaken within 3 months of the main submission.
7.5 The Client authorises MfP to contact third parties in the Client’s name as its agent in the course of its accepted duties. The Client accepts that MfP may disclose information to these third parties or enter into commitments on behalf of the client in the normal course of these duties
7.6 MfP will take all reasonable care to ensure reports on promotion programmes are accurate, meaningful and reliable. However, we do not guarantee to identify all cases of pay per click or other fraud or problems howsoever caused. Responsibility for subsequent actions and outcomes remains with the client at all times.

8. Newsletter, News Reporting, Analysis, Information and Training Material
8.1 MfP will take all reasonable care in the accuracy and reliability of information and opinion in it's communications. However, responsibility for subsequent actions and outcomes remains with the reader at all times