1) Introduction
The following terms and conditions apply to the Contract (see definition below) and each future request for the supply of services and/or materials received by Not Just Digital 101 Limited from the Client (see definition below) from time to time unless otherwise agreed in writing. The communication of a request by the Client to Not Just Digital 101 Limited for the supply of services and/or materials shall amount to the Client’s acceptance of these terms. These terms shall take precedence over any terms and conditions of the Client, whether attached to, enclosed with or referred to in any purchase order of the Client or elsewhere. They may not be varied except by written agreement between Not Just Digital 101 Limited and the Client.
2) Definitions
In these terms and conditions the following words shall have the meanings given in this clause:
2.1 ‘Not Just Digital 101’ means Not Just Digital 101 Limited of 5 Martins Close, Blackwater, Camberley, Hampshire, GU17 0PH
2.2 ‘Brief’ means either (a) the written brief describing the Deliverables, their intended use, and any pre-set timings for supply, signed by the Client and supplied in advance of the conclusion of the Contract or (b) where no such written brief exists the instructions provided by the Client to Not Just Digital 101Limted and Not Just Digital 101 Limited written confirmation to the Client of such instructions shall be regarded as conclusive proof thereof.
2.3 ‘Client’ means the person, firm or company described as such overleaf;
2.4 ‘Contract’ means the agreement whereby Not Just Digital 101 Limited carries out any services instructed by the Client.
2.5 ‘Deliverables’ means the services and/or materials to be supplied by Not Just Digital 101 Limited under this contract described in more detail in the Brief
2.6 ‘Job Cost’ means the fee to be charged by Not Just Digital 101 Limited for the Deliverables;
2.7 ‘Project’ means any project for the provision of services (other than under the terms of Retainer) and which is described in a Proposal;
2.8 ‘Proposal’ means any proposal, audit, brief, or quotation provided by Not Just Digital 101 Limited to the Client and which is agreed upon between the parties
2.9 ‘Retainer’ is a contract under which Not Just Digital 101 Limited agrees to provide ongoing services for a fixed number of days/hours per month, or a fixed service every month (or at such other intervals as shall be agreed).
2.10 ‘Rights’ means all copyright and related rights, design rights (whether registered or unregistered), patents, rights in trademarks (whether registered or unregistered), database rights, and any other intellectual property rights (including all similar or equivalent rights or forms of protection in any part of the world) in or relating to the Deliverables, Project or Retainer.
2.11 ‘Services’ such as marketing and/or Digital services or any other services which the parties agree that Not Just Digital 101 Limited shall provide the Client
3) Not Just Digital 101's obligations
Not Just Digital 101 will use its reasonable care and skill in the production and supply to the Client of the Deliverables as per the Brief and any other requirements identified overleaf.
4) Charges and Payment
4.1 Where the Services are provided on the basis of a Retainer:
(a) The charges payable shall be calculated in accordance with Not Just Digital 101 Limited' s standard daily/hourly fee rates, as amended from time to time by Not Just Digital 101 Limited
4.2 Where the Services are provided as a Project, the total price for the Services shall be the amount set out in the Proposal.
4.3 In either case, the charges exclude the cost of subsistence, traveling and any other ancillary expenses reasonably incurred by the individuals whom Not Just Digital 101 Limited engages in connection with the Services, and VAT, which Not Just Digital 101 Limited shall add to its invoices at the appropriate rate.
4.4 Not Just Digital 101 Limited will charge the Client for all third-party costs stated in any Proposal or as otherwise agreed with the Client. Not Just Digital 101 Limited shall be entitled to retain any rebate or discount offered by the relevant third party without passing this on to the Client, or otherwise reserves the right to charge the Client (at its absolute discretion) an uplift on the amount charged by such third party;
4.5 Charges for Services provided on the basis of a Retainer will be payable monthly in advance, or as otherwise stated in the Proposal. In the case of Services provided as a Project, Not Just Digital 101 Limited shall, unless otherwise stated in a Proposal, invoice the Client on completion of the Project and such invoice is payable in cleared funds within 14 days of receipt. In either case Not Just Digital 101 Limited reserves the right to require payment in advance of any Expenses or Third Party Costs, failing which payment for such Expenses and/or Third Party Costs shall be payable in cleared funds within 14 days of receipt of the invoice.
4.6 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Not Just Digital 101 Limited on the due date, Not Just Digital 101 Limited may:
(a) charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Starling Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and Not Just Digital 101 Limited may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
4.7 Time for payment shall be of the essence of the Contract.
4.8 All sums payable to Not Just Digital 101 Limited under the Contract shall become due immediately on its termination, despite any other provision. This clause 8.8 is without prejudice to any right to claim for interest under the law or any such right under the Contract.
4.9 Not Just Digital 101 Limited may, without prejudice to any other rights it may have, set off any liability of the Client to Not Just Digital 101 Limited against any liability of Not Just Digital 101 Limited to the Client.
5) Brief, Deliverables and changes
The Client warrants that the Brief is accurate in all respects. As the Job Cost and any pre-set dates for the supply of the Deliverables will be agreed on the basis of the Brief, any changes to it after the conclusion of the Contract, whether resulting from alterations by the Client, delay in providing Not Just Digital 101 Limited with materials, information, instructions or authorisations, supply of faulty materials to Not Just Digital 101 Limited by the Client, or any other circumstances beyond Not Just Digital 101 Limited control, will be subject to extra charges for Not Just Digital 101 Limited time and work and may involve delays in supply. The Client will pay these extra charges and reimburse Not Just Digital 101 Limited for any third-party charges or expenses incurred by Not Just Digital 101 Limited on the basis of the original Brief.
6) Production
Unless otherwise agreed in writing Not Just Digital 101 Limited will arrange and oversee all production and post-production related to the Project. Should it be agreed that the Client arranges any production work itself, then in that regard, Not Just Digital 101 Limited shall not be responsible for the booking, supervision or quality control of any relevant facilities, nor will it be responsible for payment of any related charges.
7) Approvals
7.1 Written approval by the Client of final copy, layouts, scripts, storyboards, designs and the like will be Not Just Digital 101 Limited's authority to proceed with production or publication as appropriate.
7.2 Where content (SEO, PPC, or any other forms) or other material is sent to the Client for final approval, the Client shall check it carefully and notify Not Just Digital 101 Limited by email, calls, online calls, or post of any errors or alterations. Not Just Digital 101 Limited will use its reasonable endeavours to effect any changes so notified but Not Just Digital 101 Limited reserves the right to charge extra if any of these alterations either go beyond the original Brief or are notified to Not Just Digital 101 Limited more than 3 working days after their supply to the Client. Where notification of errors is either delayed in this way or does not occur at all before publication, Not Just Digital 101 Limited will not be liable in respect of any such errors.
8) Rights - Standard Licence
8.1 All intellectual property rights in the Deliverables (excluding client materials) arising in connection with the Contract shall be the property of Not Just Digital 101 Limited and Not Just Digital 101 Limited shall grant The Client a royalty-free standard license of such intellectual property rights, coming into effect on payment of the relevant invoice, to use the Deliverables for the purposes, in the territories and in respect of the products or services defined in the Brief (but only for such use anticipated by the Brief).
8.2 Such license shall be automatically terminated if the Client either:
a. does not pay the Job Cost in full by the due date; or
b. (being a company) passes a resolution for winding up (otherwise than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect; or
c. (being a partnership or other unincorporated association) is dissolved or (being a natural person) dies; or
8.4 becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or
8.5 has a liquidator, receiver, administrator, administrative receiver, manager, trustee, or similar officer appointed over any of its assets; or
8.6 ceases, or threatens to cease, to carry on its business.
9) Standard Licence Terms
9.1 If the Client wishes to use the Deliverables in ways going beyond the parameters in the Brief and/or overleaf, it must approach Not Just Digital 101 Limited for prior written consent.
9.2 In so far as the use of the Deliverables as per the Contract involves the use of third-party material, Not Just Digital 101 Limited will use every endeavor to secure such license as is necessary to allow the required use of the same but only to the extent required by the Brief and any use thereof outwith the Brief shall be at the Client’s wish and the Client shall indemnify Not Just Digital 101 Limited in respect of any claim arising out of such use.
9.3 Subject to the above and to the rights of any third party, ownership of the Rights shall remain vested in Not Just Digital 101 Limited unless and until any assignment or other disposition of the Rights is agreed between the parties in writing.
9.4 For the avoidance of doubt, where Not Just Digital 101 Limited makes any presentation to the Client going beyond the Brief, the Client shall have no right to make use of any material contained in such presentation unless and until a separate contract is concluded between the parties.
9.5 Use of the Deliverables as per the Brief may involve the Client in continuing liability to third parties, for example for royalties, license fees, and performance fees. Not Just Digital 101 Limited will endeavor to notify the Client of these as soon as practicable during the production process.
9.6 If, during or after the period of use of the Deliverables envisaged in this Contract, the Client wishes to use or authorise another to use any content, idea, distinctive device or other parts of the Deliverables in ways outside those contemplated in this Contract, Not Just Digital 101 Limited will not unreasonably withhold its consent for such use but may make such consent conditional on prior agreement between the parties as to reasonable fees and/or royalties.
9.7 The Client may only use the Deliverables for those advertising, promotional, and other specified purposes which are Permitted Uses (as defined below). For clarity, the Client may not use the Deliverables in products for resale, license or other distribution, unless (i) the proposed use is allowable under an Extended License which is available for the Deliverables; or (ii) if the original Deliverables have been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Deliverables nor are the Deliverables capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a “Permitted Derivative Work” for the purposes of this Agreement). For example, the Client cannot superficially modify the Deliverables, print it on a t-shirt, mug, poster, template or other item, and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, the Client should either obtain an Extended License or contact Not Just Digital 101 Limited for guidance. Any use of the Deliverables that is not a Permitted Use shall constitute an infringement of copyright.
(a) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Deliverables:
advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogs, brochures, promotional greeting cards, and promotional postcards (ie. not for resale or license);
entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast, and theatrical presentations;
online or electronic publications, including web pages to a maximum of 800 x 600 pixels;
prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
any other uses approved in writing by Not Just Digital 101 Limited.
If there is any doubt that a proposed use is a Permitted Use, the client must contact Not Just Digital 101 Limited for guidance and prior written consent
10. Standard Licence Prohibitions
(a) Prohibited Uses. The Client may not do anything with the Deliverables that is not expressly permitted in the preceding section or permitted by the written agreement of Not Just Digital 101 Limited. For greater certainty, the following are “Prohibited Uses” and the Client may not:
use the Deliverables in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
use or display the Deliverables on websites or other venues designed to induce or involve the sale, licence or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items (this includes custom-designed websites.
incorporate the Deliverables in any product that results in a re-distribution or re-use of the Deliverables (such as electronic greeting card websites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
use the Deliverables in a fashion that is considered by Not Just Digital 101 Limited as considered pornographic, obscene, immoral, infringing, defamatory or libellous in nature, or that would be reasonably likely to bring any person or property reflected in the Deliverables into disrepute;
use or display any Deliverables that feature a model or person in a manner that (i) would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (ii) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Deliverables;
remove any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in the Deliverables;
sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Deliverables or the rights granted under this Agreement;
post a copy of the Deliverables on a network server or web server for use by other users;
use or display the in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
11. Compliance
It shall be the sole responsibility of the Client to ensure that the Deliverables comply with all local laws (whether consumer, public, or civil), regulations, and codes in all countries in which use is intended as stated in the Contract. It shall also be the Client’s responsibility to ensure that the Deliverables carry all disclaimers, warnings, and public information which any competent lawyer of the Client in any of the relevant jurisdictions would advise.
Accordingly, the Client agrees to indemnify Not Just Digital 101 Limited or its agents and employees from any liability, cost, loss, damages award, sum payable by way of settlement or other expense of any kind (including reasonable legal fees) arising from any claim, demand or action alleging that the Deliverables or use of them are contrary to any law, code or regulation in any country.
12) Publicity and examples
Notwithstanding the license described in clauses 8,9 and 10 above or any other disposition of the Rights agreed between the parties, Not Just Digital 101 Limited shall have a continuing right to use the Deliverables for the purposes of advertising or otherwise promoting the Not Just Digital 101 Limited's work.
The Client shall unless otherwise agreed mark all design work supplied as part of the Deliverables with the phrase ‘Design by Not Just Digital 101 Limited appropriate variants as agreed) in a suitable place. The Client shall comply with any such request within 30 days, but shall not thereby be obliged to make changes to material already produced or published.
13) Expenses
Not Just Digital 101 Limited will, where practicable, endeavor to estimate costs and extras such as couriers and other external services to be used in relation to the Deliverables, but this will not always be possible. All expenses related to content production, for example, couriers, dubs, stock, print-outs, scans, and overtime, will be invoiced by Not Just Digital 101 Limited at cost and the Client shall pay such invoices within 14 days of the date of the invoice.
Where expenses are likely to be significant, Not Just Digital 101 Limited reserves the right to require the Client to pay the full amount of the expected expense in advance.
General out-of-pocket expenses incurred in supplying the Deliverables, such as courier charges, travelling and hotel expenses, will be charged by Not Just Digital 101 Limited at cost and the Client shall pay the relevant invoices within 14 days of the date of the invoice.
Where extra expenses are incurred, either as a result of alterations to the original Brief or otherwise at the Client’s request, the Client shall pay such expenses by way of settlement of the relevant invoices within 14 days of the date of the relevant invoice.
14) Delivery
If the Deliverables include any goods, then delivery of such goods shall be regarded as occurring when either two business days have elapsed following the day the Client has been informed that the goods are awaiting collection or, in cases where the Deliverables include delivery of the goods to the Client, on the day of delivery to the Client. If the Client is unable to collect the goods as provided above, then Not Just Digital 101 Limited shall be entitled to arrange storage and/or transportation for the goods on the Client’s behalf at the Client’s expense. All charges for such storage, transport and any insurance shall be payable by the Client forthwith on request.
The Client shall inspect and check the goods immediately on delivery and shall give Not Just Digital 101 Limited notice in writing by email or post within 3 working days after the day of delivery as to any alleged defect together with details of the alleged defect. The Client will permit Not Just Digital 101 Limited to inspect any allegedly defective goods. Failing such notice, the goods shall be deemed to be in accordance with the Contract and the Client shall be deemed to have accepted the goods and to be liable to pay for the goods.
The risk in Deliverables shall pass to the Client upon the commencement of supply or transportation to the Client or, where the Client will not accept supply on the date required by Not Just Digital 101 Limited, to temporary storage arranged by Not Just Digital 101 Limited.
Where either delivery difficulties or other circumstances necessitate Not Just Digital 101 Limited electronically storing any part of the Deliverables for the Client’s future use, Not Just Digital 101 Limited reserves the right to levy storage charges and charges for retrieval from storage, which the Client shall pay within 14 days of the date of the relevant invoice.
15) Trade marks and domain names
If any Deliverables use any trademarks, trading styles or trade names (‘Marks’) owned by the Client or under its control, it is agreed that Not Just Digital 101 Limited shall have the right to use or allow the use of any such Marks for the purpose of fulfilling Not Just Digital 101 Limited's obligations under the Contract. Not Just Digital 101 Limited shall not gain any rights over such Marks by virtue of such use, but Not Just Digital 101 Limited shall be entitled to use the Marks both during and after the production and supply of the Deliverables to promote and advertise its own work.
It shall be the Client’s responsibility to ensure that all domain names used in connection with the Deliverables are wherever practicable properly registered and do not infringe any third-party rights and that any Marks of the Client or any third party used in the Deliverables, including such Marks as are supplied by Not Just Digital 101 Limited as part of the Brief, are used in a manner which neither undermines the Client’s rights in its Marks nor infringes any third party rights.
16) Rejection or cancellation
Unless a rejection fee has been agreed in advance, the Client shall have no right to terminate the Contract, allege breach of Contract, nor seek any cancellation, reduction, or repayment of the Job Cost on the basis of style or composition.
Once the Contract is concluded as provided on these terms and conditions, any subsequent cancellation by the Client will result in the Client being liable for the full Job Cost as if the cancellation had not taken place, excluding such committed third-party expenses as Not Just Digital 101 Limited is able to avoid liability for within its existing contractual commitments to suppliers.
17) Property
Where Deliverables are supplied to the Client on computer disks or other electronic storage methods, then Not Just Digital 101 Limited remains the owner of these storage media and reserves the right to require immediate return of them. Should any artwork/content be supplied to the Client in digital form, the Client may not amend it or otherwise use it for purposes outside those contemplated by this Contract without Not Just Digital 101 Limited's express prior written permission.
18) Client’s Own Media, Personnel and Equipment
The Client shall be responsible for:
the actions of the Client’s Personnel on the Premises;
any and all injury, loss or damage to any person’s equipment or premises caused by any act or omission of the Client’s Personnel, or as a result of any defect in or inappropriate specification of the Client’s Equipment or the Client’s own media;
the cost of the hire of any Client’s Equipment;
any costs and expenses incurred by Not Just Digital 101 Limited on behalf of the Client at the Client’s request; and
any and all loss or damage to the Client’s Equipment (which shall be at the sole risk of the Client).
19) Retention of Title
19.1 Not Just Digital 101 Limited retains ownership in the Deliverables delivered as against the Client or any subsequent purchaser thereof until the full Job Cost has been paid.
19.2 If any of the Deliverables is incorporated in or used as material for other goods before payment to Not Just Digital 101 Limited, the property in the whole of those other goods shall be and remain with Not Just Digital 101 Limited until payment shall have been received or the other goods have been sold and all of Not Just Digital 101 Limited's rights under this agreement in the Deliverables shall extend to those other goods. Not Just Digital 101 Limited's right to the Deliverables and/or the other goods is recognised in this agreement and it is the intention of both parties that ownership of the Deliverables and/or the other goods shall vest in Not Just Digital 101 Limited.
20) Liability
Nothing in these terms and conditions shall exclude or restrict Not Just Digital 101 Limited's liability for death or personal injury resulting from its negligence, liability for fraudulent misrepresentation or any other liability which cannot be excluded or limited under applicable law. Subject to this:
20.1 Save to the extent that such liability arises from Not Just Digital 101 Limited's negligence resulting in death or personal injury Not Just Digital 101 Limited's total liability to the Client in contract law or in tort or otherwise howsoever arising in relation to this Contract is limited to Not Just Digital 101 Limited's charges for the Deliverables;
20.2 Not Just Digital 101 Limited shall not be liable in any way in respect of any failure, delay or defect in the supply or use of the Deliverables caused by the supply or specification by the Client of unsuitable material or content or by the reproduction of the Deliverables by a third party; and
20.3 Not Just Digital 101 Limited will not be liable to the Client for economic loss including loss of profits, business, contracts, revenues, goodwill, production, and anticipated savings of any description howsoever caused and even if foreseeable by Not Just Digital 101 Limited.
20.4 All warranties, conditions and other terms implied by statute, common law or otherwise are hereby excluded from the Contract to the fullest extent permitted by law.
21) Not Just Digital 101 Limited's Status
Not Just Digital 101 Limited acts in this Contract as a principal and not as an agent for the Client and will enter into all related contracts as a principal.
22) Sub-contracting and assignment
Not Just Digital 101 Limited may sub-contract any or all of its rights or obligations under this Contract and may with the Client’s consent, such consent not to be unreasonably withheld or delayed, assign the benefit and burden of its rights and obligations under this Contract to any other entity.
23) Confidential Information
Neither party shall divulge any confidential information which is supplied to it about the other party in the course of this Contract or any pre-Contract discussions, other than information forming part of the public domain otherwise than through a breach of this clause or any other obligation of confidence.
24) Termination
Either party may by notice in writing to the other terminate this Contract forthwith upon the happening of one or more of the following events:
24.1 if the other shall fail to make any payment due under this Contract within 7 days after the due date, or to remedy any other breach within 30 days after being required to do so in writing; or
24.2 if the other shall be involved in any of the situations described at clauses 8.2-8.6 above.
24.3 Such termination shall be without prejudice to the parties’ accrued rights and liabilities, for example, Not Just Digital 101 Limited's entitlement to payment for work done.
25) Matters beyond Not Just Digital 101 Limited's reasonable control / Force Majeure
Not Just Digital 101 Limited is not liable for any breach of this Contract caused by matters beyond its reasonable control including acts of God, fire, lightning, explosion, war, disorder, flood, industrial disputes (whether or not involving Not Just Digital 101 Limited's employees), weather of exceptional severity, unavoidable hardware or software failures, or acts of local or central government or other authorities.
26) Entire agreement
This Contract is the entire agreement between the parties on the subject matter contained herein and supersedes all representations, communications, and prior agreements between the parties in that regard.
Each party acknowledges that it has entered into this Contract in reliance only on the representations, warranties, promises, and terms contained or expressly referred to in this Contract and, save as expressly set out in these terms and conditions, neither party shall have any liability in respect of any other representation, warranty or promise unless it was made fraudulently.
27) Third party rights
Unless expressly provided in this Contract, no term of this Contract is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
28) Service of notices
Notice given under the Contract shall be in writing and can be sent by hand, by post or by email or data transfer
29) Severance
29.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions will remain in force.
29.2 If any invalid, unenforceable, or illegal provision would be valid, enforceable, or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable, and legal.
29.3 The parties agree, in the circumstances referred to in clause 24.1, and if clause 24.2 does not apply, to attempt to substitute for any invalid, unenforceable, or illegal provision a valid, enforceable, and legal provision that achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
30) Governing law and jurisdiction
This Contract and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with English law and each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of England and Wales.
31) Web SEO Terms
31.1. SEO Keywords & Pages: Not Just Digital 101 Limited does not provide any Warranty/Guarantee for Search Engine Ranking. Moreover, the Page rank depends on various different factors such as your website content relevancy, page popularity, authentic backlinks, domain age, blogging consistency, social media presence, and niche.
32) Monthly SEO Terms
32.1 Monthly Web Updates: For the Client’s purchasing Monthly SEO services – The Client agrees to let Not Just Digital 101 Limited update and maintain their website on a monthly basis. The Client understands agrees and authorizes Not Just Digital 101 Limited to make changes to the programming, HTML, feeds, SEO keywords, locations, XML, plugins, widgets, applications, podcast, and all the other technical and non-technical features necessary to improve the overall exposure and performance of the website.
32.2 Monthly Paid Subscription Cancellation Policy: Cancellation of any monthly paid subscription plan such as the Monthly SEO Plans, Google AdWords Management, and Analytics Reporting must be notified (30) days before the cancellation date via email/mail.
In the event that updates are postponed or canceled at the request of the Client by email, the monthly Not Just Digital 101 Limited shall have the right to retain 50% of the original payment as a deposit.
In the event this amount is not sufficient to cover the Maintenance Not Just Digital 101 Limitedfor time and expense already invested in the maintenance, an additional payment may be due. If additional payment is due, this will be billed to the Client within 10 days of notification via email to stop monthly updates. The final payment will be expected under the same terms as listed in this agreement.
33) Google Console, WebMaster, Analytics, Adwords, Facebook Advertising Terms
33,1 Payment to Google AdWords, Facebook Advertising, and Social Media Ads: For Client’s purchasing Google AdWords and/or Facebook Advertising Services: Pay-Per-Click PPC is a paid advertisement service where the Client pays directly to Google Inc. and Facebook Inc. for any clicks (pay-per-click) that the online web visitors may click using the Ad’s/Campaigns designed by Not Just Digital 101 Limited.
The Client agrees to pay in full the set daily/weekly/monthly/yearly budget for the Pay-Per-Click ad Campaigns to Google Inc. and Facebook Inc. and accept to hold harmless, protect, and defend the Not Just Digital 101 Limited and its subcontractors from any penalty or claim or suit arising from delay in Payments to Google Inc., Facebook Inc. The Client accepts and understands that Not Just Digital 101 Limited does not pay on behalf of its Client to Google Inc., Facebook Inc., and the Client takes full responsibility for running their own Campaigns / Advertisements on Google, Facebook and associated Google, Facebook Affiliate channels.
Not Just Digital 101 Limited is responsible for only setting up the Client’s ad campaign account and managing it on a monthly basis (if the monthly service is purchased) but does not act as a payer for any Google or Facebook fees, penalties, bidding, or budget. The Client agrees to use their own credit card / alternate payment methods to pay to Facebook Inc.,
Not Just Digital 101 Limited will not be held responsible for any payments to Google Inc., and Facebook Inc. in order to run the Ads/Campaigns. If the Client chooses to disable ads with no prior notice to Not Just Digital 101 Limited when on monthly maintenance, Not Just Digital 101 Limited should not be held responsible for any maintenance unless the campaigns are reactivated.
33.2 Google AdWords, Facebook Advertising Campaign, and Advertisement Design: The client agrees that Not Just Digital 101 Limited may use free accounts for Google AdWords. The Client agrees to provide Not Just Digital 101 Limited with keywords related to the targeted niche along with different demographics, geographic locations, and age groups. This will also include an idea, message, text, or pictures furnished by the Client to Not Just Digital 101 Limited. Once the Advertisement Design is approved by the Client, any further changes to the design will incur an additional cost.
33.3 Google AdWords, Facebook Advertising Campaign Success Rate: Even though Not Just Digital 101 Limited will make every effort to the best of their knowledge and ability to set Client accounts, campaigns, budgeting, and ad designs in order to maximize results and success rate, failure of such (Paid Ads on Google AdWords) advertisements cannot be neglected. Google AdWords is a third-party application that Not Just Digital 101 Limited will use to set up the Client’s account and design campaigns but does not own or control the application (AdWords Algorithm or system application). Failure with Paid Ads can happen due to many reasons such as higher bidding by competitors, shortage of Client funds, technical reasons, human error, or the act of god. In any case of failure, the Client agrees and will hold harmless, protect, and defend Not Just Digital 101 Limited and its Subcontractors from any lawsuit(s).
33.4 Google Tools, AdWords and Facebook PPC Refund Policy: No refunds will be made on “Google AdWords PPC”, “Webmaster or Google Console”, “Google Analytics”, “Facebook Advertising” and any related “Monthly Maintenance” and “Reporting” Services. Not Just Digital 101 Limited does not offer a refund for glitches and Google, or Facebook AD policy violations found on the Client’s website – this includes any disapproval, or illegibility from Google, or Facebook team for the campaigns set up by Not Just Digital 101 Limited due to improper format of the Clients website such as Parked Domain, Prohibited Content, Practices, Restricted Content, Editorial or technical violation as described here.
The Client understands and agrees that Not Just Digital 101 Limited has no control over the Client’s website and in order for AD Campaigns to work/function, their web page and websites must comply with Google, and Facebook policies.
The Client understands and agrees that Not Just Digital 101 Limitedis only responsible for setting up accounts, creating campaigns, and making changes as per the Client’s request to the running campaigns and therefore should not be held liable for any performance issues, damages, online sales, web visitors, online web traffic, pay-per-click traffic, bidding, and any related issues with AdWords or Facebook advertising Services.
33.5 Payment to Google Inc. and Facebook Inc.: Not Just Digital 101 Limited uses free Facebook, Google Analytics, and Webmaster Tools accounts to set up, track, and monitor the website and ad campaigns. If the Client chooses to use any premium Google or Facebook services, the Client agrees to pay the premium fees directly to Google Inc. and Facebook Inc. Not Just Digital 101 Limited is not responsible for any such payments.
33.6 Google Analytics Code Installation: The client agrees that Not Just Digital 101 Limited is not responsible for installing the Google Analytics code on the Client’s website. Not Just Digital 101 Limited will generate the Google Analytics code and will provide this to the Client via email. Only upon receiving the Client’s written request Not Just Digital 101 Limited will install the Google Analytics Code on a Client's website. Additional fees will be applicable for such installations.
33.7 Web Improvements related to Google Console/Webmaster, Analytics: Even though Not Just Digital 101 Limited will make every effort to the best of their knowledge and ability to set up a Client account, it is not the responsibility of Not Just Digital 101 Limited to improve the website or ad performance. Google Analytics™ or Webmaster Tools™ or Reporting service is a tracking and monitoring service and not a web improvement or redesign service. Not Just Digital 101 Limited will set up the accounts or will send reports with user data, statistics, and advice on how to improve web/ad performance, but if the Client wants Not Just Digital 101 Limited to revamp or fix the ad/websites – additional fees will be applicable. The Client agrees and will hold harmless, protect, and defend Not Just Digital 101 Limited and its Subcontractors from any lawsuit(s).
34) SEO Definitions and Commitment
34.1 SEO Definitions: SEO is also known as Search Engine Optimization or Organic SEO. Definition of Single or multiple keywords related to your website content, service(s) or product(s). We will work with all keywords and/or keyword phrases provided by clients and make every effort possible to bring said keyword and/or keyword phrases to the top of major search engines like Google, Yahoo and/or Bing. However, the client must clearly understand that ‘organic SEO’ programs cannot guarantee ‘specific’ keywords and/or keyword phrases in specific search engines. Instead, our guarantee covers keyword and/or keyword phrase rankings related to a client’s website product and/or services.
34.2 SEO Guarantee: The Client understands and agrees that Search Engines such as Google, Ask, Bing Yahoo, etc. are third-party websites that Not Just Digital 101 Limitedhas no control over and Not Just Digital 101 Limited Services are only confined to optimizing the Client website with the best possible legit method and keywords. Our guarantee for the first page or the first five pages depends on the amount of competition in your niche, keyword saturation, search engine algorithms, domain age, server response time, and many other technical factors. Our aim is a competitive ranking. The proliferation of boilerplate sites in these industries means that the only chance of traffic is comprehensive, professional optimization, as we offer in our SEO Services.
34.3. SEO Commitment: The contract is in force for at least 6 months from the Contract Start Date, with an automatic renewal on the anniversary of the contract start date for subsequent months. After 6 months, your contract will stay in force on a month-to-month basis until you provide notice of cancellation.
34.4 Overwriting and re-installs: It is the client’s responsibility to ensure optimized and/or installed content remains intact.
34.5 Google – Yahoo – Bing Local (maps): Positioning (ranking) cannot be guaranteed in Google Local (maps), Yahoo local (maps) or Bing Local (maps). The optimization is confined to the Client’s website and keywords, this does not include Google Maps or Google Places.
35) Planning and Quoting for your project
35.1 We will generate a plan and quote for the production of your project, and this is sent to you as an email. By agreeing to these terms and conditions, you are accepting that you have read, and agree to, the plan and quote that is sent to you. Any plans and quotes are valid for thirty days from the date of submission.
35.2 The plan and quote we provide to you are only valid based on the information you give us is true. Any changes in circumstances or requirements may result in an amended plan and quote.
36) Changes and amendments to your project after completion
36.1 We will provide you with a draft, watermarked version(s) of your project file(s) once the post-production stage is complete. You will then be allowed five working days to notify us of any editorial changes or amendments you may require. Changes or amendments may only be editorial – those that affect the original brief are not included.
36.2 Any changes or amendments that affect the original brief may be subject to an additional charge.
36.3 Any changes or amendments that we are notified of after five days of the submission of the watermarked draft may be subject to an additional charge.
37) Our right to cancel
37.1 We reserve all rights to terminate our provision of service to you at any time. In the event of our cancellation, any deposit will be fully refunded.
37.2 Reasons for cancellation may include, but are not limited to, staff illness, short notice medical or family emergencies, or natural/human disasters/events.
38) Your right to cancel
38.1 You reserve all rights to terminate the provision of our services at any time.
38.2 In the event of any cancellation on your behalf, all deposit payments are non-refundable.
38.3 Cancellations must give 30 days' notice
39) Late payments
39.1 Invoice credit terms will be specified at the foot of the document. Payment is required before the credit term expires.