These Terms and Conditions relate to all and any agreement between us when you buy a service from Essential Systems Ltd (Trading as Essential Marketer Ltd).
1. Definitions
1.1. Live Loop
1.1.1. This is an online Client reporting portal that is provided to all existing Clients. Clients have access to this as long as they remain an active paying Client.
1.2. Services
1.2.1. Means anything we do on your behalf in accordance with any agreement.
1.3. Ongoing services
1.3.1. Means any services we provide either on an ad hoc basis or as an ongoing basis, such as search engine optimisation, online PR, social media marketing, Web design, content writing, Google Analytics and Google Adwords support.
1.4. Nominated Persons
1.4.1. Means the person(s) within your organisation that will provide the necessary support. We will not deal with anyone else unless we have your written agreement.
2. Abide by terms
2.1. By using Essential Marketer and its services, you will be deemed to be aged 18 or over and to have read and understood, and agree to be bound by our Terms and Conditions. Where you are entering into an agreement on behalf of an organisation you confirm that you have the legal right to do so.
3. Client’s obligations
3.1. the Client shall
3.1.1. co-operate with Essential Marketer in all matters relating to the services
3.1.2. allow Essential Marketer access to your website so that we can upload your website pages in order to make changes for the purposes of optimisation including obtaining the approval of any third party where this is required
3.1.3. provide Essential Marketer with such documents, information and materials as Essential Marketer may reasonably require in order to supply the services (input material) including additional relevant text content for the website for the purpose of creating additional website pages where Essential Marketer considers that the text content of the website is too low and ensure that such information is accurate in all material respects
3.1.4. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the services are to star and provide Essential Marketer with evidence of such licence, permission or consent when requested by Essential Marketer.
3.2. If Essential Marketer’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client failure by the Client to perform any relevant obligation (Client Default):
3.2.1. Essential Marketer shall without limiting its other rights or remedies have the right to suspend the performance of the services until the Client remedies the Client Default, and rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents delays Essential Marketer’s performance of any of its obligations. For the avoidance of doubt, the Client shall continue to be liable for the monthly charge during any period that Essential Marketer suspends performance of the services
3.2.2. Essential Marketer shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from Essential Marketer’s failure or delay to perform any of its obligations as set out in this clause 3
3.2.3. the Client shall reimburse Essential Marketer on any written demand for any costs or losses sustained or incurred by Essential Marketer arising directly or indirectly from the Client Default
3.2.4. At the beginning of our work on each keyword, Essential Marketer will recommend on-page changes that we advise the Client implement on their website. The sooner these can be implemented, the sooner the Client’s position increases will take effect as these lay the foundations for your whole campaign for that particular keyword.
3.2.5. The Client shall liaise with Essential Marketer on any site content changes in order for us to advise the Client on any potential impact to their website that these changes may have. These changes include adding new content (Essential Marketer make recommendations to ensure the page is optimised), but more importantly any changes to existing content that may have a negative impact on the Client’s existing campaign for that keyword such as changes to page titles, content, URLs etc.
3.2.6. The Client will work with Essential Marketer on any potential site re-developments to negate any detrimental affects to your SEO campaign (as with 3.2.5 above).
3.2.7. The Client will advise Essential Marketer of any other link building activities either by the Client or through a third party as these activities could have a negative effect on the work carried out by Essential Marketer.
3.2.8. The Client will communicate with Essential Marketer before redirecting any old pages to newer URLs or different domains as this could have a negative effects on the work carried out by Essential Marketer.
3.2.9. The Client is solely responsible for keeping their website site secure from spamming, hacking, phishing etc.
4. Supply of goods and services
4.1. Products and services are offered to the best of our ability and based on available information and facts, including information and facts from manufacturers/sellers. Services are provided to the best of our ability, based on personal experience and information and facts you provide. Any opinion, statement, recommendation or anything whatsoever shall not form a guarantee. If we make recommendations for other suppliers then this does not form any endorsement or guarantee.
4.2. You confirm that you are aware that any results, whether on a marketing, sales or other basis cannot be guaranteed from our services. You enter into this Agreement with the understanding that you are responsible for your own results. You hold us free from all liability and responsibility for any actions or results or adverse situations created.
4.3. We will use our reasonable endeavours to supply the services and shall not be responsible for any failure to provide services or any unavailability. We cannot guarantee that access to websites or any other services will be uninterrupted, secure or error-free. We will not be responsible for any events, such as crashes, which may result in data loss.
4.4. We make no warranty against electronic virus, worms or any other fault or defect or problems which may occur, or as a result thereof, including data, documents or any e-mail which we send you.
4.5. A Hosting Agreement is required to run and maintain storage of information for your website. Unless we have specifically agreed within the a proposal, we are not responsible for web-hosting.
4.6. We reserve the right to suspend the services and to substitute any individual person within this Organisation where necessary.
4.7. When we provide services to your organisation we deal with nominated persons. We reserve the right to refuse to work with any individual without specifying a reason.
4.8. You are always responsible for anything which you submit to us including, but not limited to data, information, materials or documents or anything else whatsoever. We always advise that you retain copies/back-up of anything which you submit to us. We cannot be responsible for the destruction or damage of any item whatsoever which you submit to us, including replacement, reshooting, reprinting, copying, nor any losses whatsoever which occur as a result thereof.
4.9. If we have specifically agreed on any Proposal to supply any report or documentation, then this will be in whatever format and will contain the information that we, in our absolute discretion, deem appropriate.
5. Prices and payment
5.1. The price you must pay for the products/services will be fully outlined in the Proposal. Where you make changes to the original Proposal, you will be charged at our current usual rate for such work. Unless stated otherwise, all prices are in GBP Sterling + VAT.
5.2. Payment for all services must be made in full, by cash, cheque, BACS payment, or credit/debit card within 30 days of the date of any invoice supplied. This includes any taxes due.
5.3. If you do not pay or there are any problems with your method of payment, then once you have ordered services you are still responsible for payment. If we do not receive payment within 30 days of the date of the invoice, then we will charge you 8% interest for each month or part thereof that the invoice, or any part of it, remains unpaid, until we receive full cleared payment. We also reserve the right to charge you for all expenses and costs in dealing with problems with your payment or recovering monies due.
6. Accuracy and responsibility
6.1. You confirm that any data, information, materials or documents or anything passed to us has been checked by you as being accurate, suitable for the use you require, is proof-read, final and requires no further amendment and does not breach any copyright, intellectual property or the rights of any third party whatsoever in nature, is not contrary to any law and is virus-free and functions satisfactorily. This includes, where applicable, that any advertising complies with the Codes of Practice issued by the Committee of Adverting Practice in England and Wales and other relevant industry codes of practice, together with current legislation.
6.2. You agree that all text and graphics, and anything which we require from you will be provided by you in the format we specify. If you have any queries relating to the format required, please contact us at more@essentialmarketer.com. If we have to do any work, if anything is not in the correct format, or there are problems with the format of the item, then we reserve the right to charge an additional amount for that work at our usual rate.
6.3. Where applicable, you agree that if we, in our absolute discretion, feel that the website is sparse in textual content, you will provide additional relevant text content in electronic format for the purpose of creating additional web pages or increasing the content on existing pages, at our direction and discretion. If this content is not or cannot be provided, you agree to allow us to modify keyword density, positioning and other SEO related aspects of the content or any other without restriction. If we have to do any work because the information is not in the agreed format then we reserve the right to charge an additional amount for such work.
6.4. It is your responsibility to proof-read and thoroughly check, make your own investigations and approve all drafts, proofs, websites and anything which we supply to you. You must advise us of any errors, omissions, mistakes etc., which were not in your approved drafts/websites etc within 7 working days of receipt.
6.5. You agree that you are responsible for the actions of all your employees, agents, consultants or those who appear or purport to be a member of your organisation or working with them.
6.6. You agree that you will solely be responsible for your use of any services provided to you, that you will not misuse them in any way and that you will use our services legally and only for the purposes for which they are intended to be used. This includes responsibility for the security of passwords, if applicable. You will also be responsible for ensuring that you do not breach any third party prohibited activity or misuse policies.
6.7. Our services are provided to you for use in your organisation and the Website on the Proposal only, any attempt to use our services (such as our SEO services) for the provision of services to another organisation, or to sell the information provided to you under this Agreement for any other purpose, will be deemed a fundamental breach of this Agreement.
7. Copyright and licence
7.1. You confirm that you hold the full copyright of anything that you provide to us or that you have obtained the copyright owner’s permission to use it in this way.
7.2. You confirm that you will not breach any copyright in any way whatsoever in so far as materials, software, information, content and anything whatsoever supplied to you by or available from us.
7.3. You agree that we have a non-exclusive, worldwide, and royalty-free licence for the whole of any term, including any renewal term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use anything you provide to us, as necessary, solely for the purposes of operating and providing our services to you.
8. Design credit
8.1. You confirm that we reserve the right to include, without any notice or payment due to you, details of any services provided, including any images to show the nature of the work, for our use either on our website or within any printed portfolio, as an example of our work, together with, as we require, a link back to our site.
8.2. You also confirm that we reserve the right to include reference to either an individual or this organisation, or both, as having provided any service to you. This includes on any website we provide or work on for you as part of our services. Where we do not maintain the website for you:
8.2.1. we may remove any reference to an individual or this organisation from your website without notice
8.2.2. you will remove any reference to either an individual or this organisation from your website within 7 days of us providing you with written Notice.
9. Time estimate
9.1. Unless we have specifically agreed otherwise, times are estimated only.
9.2. We will use all our reasonable endeavours to complete any supply or services within any time estimate that we give.
9.3. We will not be liable for any loss or damage suffered because of any unavoidable or reasonable delay in completion, including third party involvement and your failure to deliver items such as documents or information. We aim to keep you informed about any delays.
10. Retaining copies and data backup
10.1. It will always remain your responsibility to retain, as applicable, copies and/or up to date back-ups of anything you supply to us.
10.2. Unless we have specifically agreed, it is also your responsibility to retain up to date back-ups in connection with your website once the services have been completed by us. It is not our responsibility to retain any copies.
10.3. We accept no responsibility whatsoever and will not be liable for any losses, claims or damages which may arise in this regard.
11. Limitation of liability: the Client’s attention is particularly drawn to this clause
11.1. The following provisions set out the entire liability of Essential Marketer (including any liability for the acts or omissions of its employees) to the Client in respect of any breach of the Contract and any representation, statement or tortuous act or omission (including negligence) arising out of or in connection with the Contract.
11.2. All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
11.3. The thinking these conditions excludes or limit the liability of Essential Marketer for death or personal injury caused by Essential Marketer’s negligence or fraud or fraudulent misrepresentation.
11.4. Subject to condition 11.3, Essential Marketer shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising; and Essential Marketer’s total liability in Contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 100% of the total fees received by Essential Marketer in the calendar year in which the incident occurs.
11.5. Provided that Essential Marketer performs the services with reasonable care and skill, it shall have no liability or obligation whatsoever in relation to the links that it builds up the other services, any keywords that it might propose in order to build up those links for any website (including without limitation any website content) involved in or affected by the services.
11.6. For the avoidance of doubt, Essential Marketer shall not be liable for any links being removed by a third party for any penalties incurred by the client.
11.7. The customer shall indemnify Essential Marketer against any claims, actions, proceedings, losses, damages, expenses and costs (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) arising out of or in connection with (A) clients use of the services (B) any breach of the client of any term of or warranty given under the Contract or (C) Essential Marketer’s use of any materials or data or other items supplied by the client to Essential Marketer under the Contract.
11.8. This clause 11 shall survive the termination or expiry of the Contract.
12. Information and data protection
12.1. Any services we provide to you will be reliant on information provided by you, so you are responsible for ensuring that any information you provide is accurate, correct and up-to-date. Data will be held according to current applicable Data Protection legislation subsisting in England and our Privacy Policy.
13. Confidentiality
13.1. Both of us agree that the specifications, documentation and information relating to our services are confidential, including information obtained about each other, etc and that only the agreed information as appears on the website can be disclosed, other than as required by Statute or Court Order.
14. Exclusivity and assignment
14.1. You specifically agree that we have full and exclusive working rights within the terms of provision of any agreement and that you will not involve other parties without our specific agreement in writing.
14.2. You can not transfer, sell or share any rights in any way and nobody else can benefit but you.
15. Queries complaints and notices
15.1. We aim to respond to any queries or complaints within 7 days of the complaint or query arising (or 7 days of the date of any invoice where it relates to an invoice). Complaints must be addressed in writing to 137 Golden Cross Lane, Bromsgrove B61 0LA and be signed by an owner or director of your organisation. If any cause of complaint may amount to a breach of any term or condition then you must allow us 30 days to remedy that breach.
15.2. Notices for either party must be in writing to the address which appears on any Proposal.
15.3. Notices are deemed to have been received on the 7th day after posting using Royal Mail 1st class service, provided that a duly stamped proof of posting is obtained from Royal Mail.
16. Invalidity
16.1. Each clause or any part of this Agreement must be regarded as independent of the others. If any clause or any part of this Agreement is found to be unenforceable or invalid, it will not affect the validity or enforceability of the rest of this Agreement.
17. Term, breach and cancellation
17.1. We reserve the right to terminate our services:
17.1.1. Immediately if you breach any term of this Agreement you will not be entitled to any refund.
17.1.2. By giving you 30 days notice. In these circumstances we will refund you for any unused services within 30 days of the service ceasing. We will not be responsible for any liability whatsoever, including any claims, expenses and fees, relating to the notice period and service ceasing.
17.1.3. If we do not act upon any breach immediately, you should not assume that we have waived any rights as to enforceability or to seek redress, unless we have expressly stated that in writing.
18. GENERAL
18.1. Force majeure:
18.1.1. for the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Essential Marketer including but not limited to strikes, lockouts or other industrial disputes (whether involving the workforce of Essential Marketer or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
18.1.2. Essential Marketer shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a force majeure event.
18.1.3. If the force majeure event prevents Essential Marketer from providing any of the services for more than six weeks, Essential Marketer shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
18.2. These Terms and Conditions supersede any and all prior representations, understandings and agreements between you and us.
18.3. We reserve the right to vary these Terms and Conditions at any time and such variation takes effect when they appear on our website or we forward them to you, whichever is sooner.
18.4. These Terms and Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.
18.5. No partnership: nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint-venture of any kind between any of the parties, nor constitute any party the agent or another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
18.6. Non-solicitation
18.6.1. neither party shall, during the continuance of the Contract, or within 12 months of its termination, whether on behalf of it self or via a third-party, solicit or seek to entice away any employee of the other. In the event of breach of this condition 18.6 the party in default shall pay the other a sum equal to 6 months gross pay of the employee concerned being a pre-estimate of the cost of recruitment and training a replacement.
