1. Interpretation and Definitions
1.1 In these Terms, the following words will have the following meanings:
1.2 “Terms” means these terms of business;
1.3 “you” “your” “the Client” and similar expressions refers to the person or company to whom we provide the Services as identified in these Terms;
1.4 “Services” means the Social Media Marketing (SMM), Sales Development Representative Outsourcing (SDR), Email Marketing, Webinars, Sales Strategy, Marketing Strategy and/or any other Services to be provided by us to you subject to these Terms;
1.5 “Company” means 1796 Ltd trading as Celery, a private limited company whose registered address is 20-22 Wenlock Road, London, N1 7GU and whose registered number is 11350106 (“Celery”).
1.6 “Proposal” and similar expressions refers to any document where we have outlined the Services, the process involved and the time frame for delivery of the Services we will offer to the Client;
2.1 These Terms shall govern the provision of the Services by us to you to the exclusion of any other terms;
2.3 This Agreement shall come into effect when the client has made his first payment for any of the Services.
3. Services/Nature of Our Appointment
3.1 The detail of these Services will be outlined in an associated Proposal;
3.2 You agree to give us clear briefings on your proposed projects and requirements from us and give us all relevant information and facts required for us to deliver the Services;
3.3 You may request us in writing to change or cancel any plans or work in progress and we will take all reasonable steps to comply with any such request provided it is not in contravention of these Terms;
3.4 We may engage a third party to deliver part of the Services we carry out for you;
3.5 We will have no obligation, at any time, to disclose which Services have been delivered by a third party, the identity of any third party, or to disclose the cost of any third party Services;
3.6 Unless otherwise specified and agreed, the costs of any third party work is included in any fees agreed;
4. Standards of Service
4.1 We will at all times deliver the Services in a manner that aims to achieve the Client’s objectives and goals and performance positively;
4.2 We will give clear explanation why we believe a particular part of the Services is the right strategy for you;
4.3 We will give clear reporting on the Services in a format and at intervals agreed between us;
4.4 We will keep up to date with what is considered best practice across our provided Services and any other developments in the SDR, SMM, Email Marketing, Webinar marketplaces to enable us to adapt the Services most effectively;
4.5 If you feel we have failed to deliver the Services or the level of Service detailed in these terms, you must provide us with written notification and detail of this failure and give us 30 days within which to explain and/or rectify the perceived failure to your reasonable satisfaction prior to any further action.
5. Service Availability
5.1 Our main working hours are Monday to Friday – from 9:00 am to 5:30 pm GMT;
5.2 We will sometimes work on weekends and in the evenings but this will be at no additional cost to you and will be as needed to ensure that the Services that were agreed are being delivered;
5.3 The Services we deliver will be spread throughout the month in which the Services have been agreed to take place rather than across a short period within the month; and normally during our main working hours;
6. Response Times
6.1 During our main working hours, you can expect a prompt response to any direct communication with us which will normally be within 12 hours of your communication;
6.2 From time to time if we are in a client or supplier meeting, there may be a delay in responding within the time stated above but we will always endeavour to respond as quickly as is reasonably possible;
6.3 Outside of our main working hours we will still endeavour to respond as quickly as is reasonably possible but cannot guarantee this will be before the end of our main working hours;
7.1 We will hold in confidence all information and ideas of any kind (except as defined in Clause 7.7 below) relating to your business (hereinafter referred to as ‘Confidential Information’);
7.2 We will undertake to apply to all Confidential Information disclosed in accordance with the provisions of these Terms the same degree of care with which we treat and protect our own proprietary information against public disclosure;
7.3 All such Confidential Information shall not be disclosed to any third party without your prior written consent. Where such consent is granted, disclosure shall only be made to a third party where such a third party accepts similar obligations of confidence to those contained in these Terms;
7.4 Copies or reproductions of the Confidential Information shall not be made except as reasonably necessary and all copies made shall remain your property. All Confidential Information and copies thereof shall be returned to you automatically at the conclusion of the Services or within thirty days of receipt of a written request by you if the Services have not concluded;
7.5 We undertake not to use the Confidential Information for any purpose other than the purpose of the Services and to ensure that dissemination of Confidential Information is on a strict ‘need to know’ basis. 7.6 The obligations relating to the confidentiality and use of information and ideas shall survive for 24 months from the date termination of our Services to you;
7.7 For the purposes of these Terms information and ideas shall not be considered Confidential Information if such information and ideas:
7.7.1 Are in or pass into the public domain other than by breach of these Terms by us; or
7.7.2 Can be shown by us to have been known to us prior to the disclosure by you; or
7.7.3 Are disclosed to us without restriction by a third party having full right to disclose; or
7.7.4 Can be shown to have been developed by or for us independently of the disclosure; or
7.7.5 Are approved for general release by your written consent; or
7.7.6 Are required by law or any governmental or other regulatory authority to be disclosed;
8.1 Under no circumstances shall we, our partners, directors, employees, consultants or associated third parties be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits or revenue, or for any loss of website traffic, enquiries or conversions, due to the Services carried out on behalf of the client whatsoever or howsoever arising either during or after the work has been completed;
8.2 The maximum liability of the Consultant to the Client arising out of the performance or non-performance of the Services, whether under the law of contract, tort or otherwise, shall not exceed the Consultant’s total fee less cost of materials for Services rendered on this project;
9.1 We retain no right to or ownership over any of your website content or code;
9.2 We retain the right to use your name, in client lists and case studies to promote our Services;
9.3 You retain no right to or over the Services beyond that which is agreed;
9.4 We retain the right to all documentation and correspondence sent to you and you have no right to use any documentation or correspondence for any purpose not directly involving us, your direct employees or business partners nor to disclose this documentation and correspondence to any other third party without our prior written permission;
10. Advertising, Third Party and Link Budgets
10.1 As part of the Services, we may buy advertising and/or inbound hyperlinks from third party websites, which will be directed to your website;
10.2 These (paid) ads, links, listings, or content placements will come in various forms including directory links, article links, news links, blog post links, individual and site wide text links;
10.3 Unless otherwise agreed, the budget for these will part of the quote made in the Proposal;
10.4 We will administer the budget, to buy the advertising and/or inbound hyperlinks from third party websites for you;
10.5 The exact budget used each month will vary, in months when more work is needed to deliver the Services we will allocate less to buy the advertising and/or inbound hyperlinks from third party websites for you and apply the budget to the Services;
10.6 You will receive one invoice with one amount to include Service fees and these budgets;
10.7 Unless otherwise stated, as long as the purchase fits within the agreed budget, we are authorised by you to buy advertising and/or inbound hyperlinks from third party websites for you without agreeing each ad or link with you in advance;
10.8 At agreed intervals we will provide you with an Excel spreadsheet that outlines the ads and links bought on your behalf;
10.9 You may request that an on-going ads and links be cancelled and we will cancel any such links at the point at which the next payment is required;
10.10 We will not be responsible for sites which do not act upon our cancellation and leave the ads or links live;
11. Fees, Payment and Duration
11.1 The Client shall pay the charges for the services as set out on the Celery website or in accordance with the payment terms agreed with Celery.
11.2 On commencement of the Services the first month’s fees are payable in advance;
11.3 All charges quoted to the Client for the provision of the Services are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
11.4 All invoices are payable monthly in advance by direct debit on or around the 1st of the month or as instructed by the Company. All payments shall be made by The Client punctually on the due date without deduction or set off of whatsoever nature.
11.5 No payment shall be deemed to have been made until Celery has received such payment in cleared funds.
11.6 If the Client fails to pay Celery any charges due pursuant to this Agreement, then without limiting any other rights it may have or its rights under the Late Payments of Commercial Debts (Interest) Act 1998, Celery shall be entitled to charge interest (both before and after any judgement) on the outstanding amount at the rate of 4% above the base rate of Celery’s bankers from time to time, accruing on a daily basis and compounded quarterly, from the due date until the outstanding amount is paid in full.
11.7 If the Client fails to pay any sums due within 14 days (subject to any separate agreement in writing between the parties from time to time) of the date of each invoice, Celery retains the right to suspend the provision of the Services until such time as any outstanding invoices have been settled in full in cleared funds.
11.8 If you request for part or all of the Services to be delivered within a different timeframe either within the month or across any agreed engagement period, we reserve the right to charge additional fees and an estimate of these fees will be provided to you upon written request by you;
11.9 If late payment exceeds 28 days, Celery reserves the right to cancel the Services and The Customer will be liable for payment for the remainder of the contracted period.
11.10 If you request changes to the Services we reserve the right to charge additional or adapted fees, and an estimate of these fees will be provided to you upon written request by you;
11.11 This agreement shall govern services provided on a monthly rolling basis, aka “month to month” (“Service Period”) and shall come into effect when the Customer has made the first payment towards provision of Services and shall remain in effect until terminated.
11.12 At the end of the Service Period of this Agreement, it shall be automatically renewed for another Service Period.
11.13 Either party may cancel this agreement by providing the other party written notice of at least thirty (30) days prior to the end of the Service Period. The thirty day notice period will be deemed to have started from the last regular subscription payment date.
11.14 Pursuant clause 8.2 refunds are not made for the Service Period during which the cancellation was made.
12.1 Part of the search engines (Google, Yahoo, Bing, Alta Vista, AOL and Ask) approach to ranking your website is to appraise the inbound links (hyperlinks) that point to your site from other web pages. The search engines prefer a profile of links that they consider ‘natural’, i.e. not artificially influenced. The Services we will offer you may include link building/acquisition and some of these links may require payment to be made for placement, which will artificially influence the profile of your inbound links. If you have agreed to such Services, as outlined in the Proposal, under no circumstances will we be responsible for any such activity being identified by the search engines and then negatively affecting the keyword rankings of your website, your traffic or the enquires or conversions you gain through your website, this includes receiving an ‘unnatural links’ notice or penalty from Google (either algorithmic or manual);
12.2 We cannot be held responsible for gains in your keyword positions being eroded once our work has stopped;
12.3 We cannot guarantee keyword rankings. All ranking predictions (if given) are merely estimates and we cannot be held responsible if keyword rankings are not achieved;
12.4 The search engines do not disclose the details of how they determine a website’s keyword rankings. Therefore the methodology of our Services is based on experience, the application of agreed standard practice, innovation, insight and common sense. Our approach may differ from other suppliers. We are always open to be challenged on our strategy but in many cases will not be able to give proof of why a particular strategy is valid;
12.5 The search engines use algorithms to help determine your keyword rankings. Because these algorithms regularly change, we cannot be held responsible for any reduction in rankings due to a change, development or adaptation to any search engine algorithm, that then devalues or penalises any particular strategy we have applied as part of the Services;
12.6 Different search engines have different algorithms and therefore results may differ from one engine to the next. We cannot be held responsible for any differences across the search engines;
12.7 We do not take any responsibility or liability for any copyright infringements caused by materials submitted by you. We reserve the right to refuse to use any material of a copyrighted nature unless adequate proof is given of permission to use such material and if we, without previous knowledge of its copyright, use this material on your behalf, under your instruction, you will indemnify us against any liability in relation to the use of the material and you will be liable for any damages and legal fees incurred due to the copyright infringement;
12.8 Part of the Services includes the online distribution of press releases. Once agreed by you and distributed, these press releases will be within the public domain and may be copied, commented on, written about, syndicated and distributed to any other public media, on or offline, by third parties. We cannot take responsibility or liability for the misuse or any misrepresentation that may occur because of the distribution of these press releases.
13. Applicable Law
13.1 These Terms shall be governed and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out of or connected with this Agreement