Terms and Conditions

Terms and Conditions

Application and entire agreement

  1. These terms and Conditions apply to the provision of Services detailed in our quotation (Services) by Susan Kovbasyuk trading as the The Colchester SEO Company of 11 Granville Road, Colchester, CO1 2ED (we or us) to the person buying the services (you).
  2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
  3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contact to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing

Interpretation

  1. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.
  2. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
  3. Word imparting the singular number shall include plural and vice-versa

Services

  1. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects.
  2. We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
  3. All of these Terms and Conditions apply to the supply of any of our Services unless we specify otherwise

Our Obligations

  1. You must obtain any permissions, consents, licenses or otherwise that we need and must give us relevant access to any information, materials, properties that we need to provide the contacted services.
  2. If you do not comply with clause 10, we can terminate the services and charge for the work undertaken to that point.
  3. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provision of this section (Obligations).

Fees

  1. The fees (Fees) for the Services are set out in the quotation or in other digital information provided to you and are on a time and recourses basis.
  2. In addition to the fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses and b) the cost of services provided by third parties and required by us for the performance of Services.
  3. You must pay for any additional services provided by us that are not specified in the quotation in accordance with our current applicable hourly rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.

Cancellation and Amendment

  1. We can withdraw, cancel or amend a quotation, if not accepted by you, or if the Services have not yet started, within a period of 30 days from the date of the quotation.
  2. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
  3. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will make reasonable efforts to include any required changes and additional costs will be included in the Fees invoiced to you.
  4. If due to circumstances beyond our control, including these set out in the clauses below (Circumstances beyond a party’s control) we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep such changes to a minimum.

Payment

  1. We will invoice you for payment of fees either a) when we have completed the Services or b) as per invoice arrangements in our quotation
  2. You must pay the fees due as per the terms outlined in the quotation of other agreement information and in accordance with credit terms agreed between us.
  3. Time for payment shall be the essence of the Contract.
  4. If you fail to pay an invoice on time all other credit arrangements for further invoices will become null and void and payment will become due on other outstanding invoices immediately.
  5. Without limited any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 8.0% above the Bank of England base lending rate on the amount outstanding until payment is received in full
  6. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can asset any credit, set-off or counterclaim against the other in order to justify withholding payment of any amount in whole or in part.
  7. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future Services, which may have been ordered by, or otherwise arranged with you.
  8. Receipt for payment will be issued by us only at your request
  9. All payments must be made in British pounds unless otherwise agreed in writing with us.
  10. Maintenance and SEO contracts were Services are contacted on a monthly basis and paid for via Direct Debit or Standing order must be paid on time and if services are terminated, 30 days notice and full payment for that 30 days must be provided.

Sub-Contracting and Assignment

  1. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Condition and can subcontract or delegate in any matter any or all of our obligations to any third party.
  2. You must not, without prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

  1. We can terminate provision of Services immediately if you:
  2. a) Commit a material breach of your obligations under these Terms and Conditions; or
  3. b) Fail to make payment of any amount due under the Contract on the due date for payment; or
  4. c) Have become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advance of any other statutory provision for the relief of insolvent debtors; or

d)enter into a Voluntary Arrangement under Part 1 of the Insolvency Act 1986, or any other arrangement is made with your creditor; or

e)convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a received, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any document are filed with court for the appointment of administrator in respect of you or notice to appoint an administrator is given by you or any of your director or by a qualifying floating charge order (as defined in para14 of Schedule B1 of the Insolvency Act 1986), or a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual Property

  1. We reserve all copyright and any other intellectual property rights, which may subsist on any written work or design work supplied in connection with the provision of Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and Indemnity

  1. Our liability under these Terms and Conditions, an in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
  2. The total amount of our liability is limited to the total amount of fees payable by you under the Contract.
  3. We are not liable (whether caused by our employees, agents, or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
  4. A) Any indirect, special or consequential loss, damage, costs, or expenses or;

b)any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, third party claim; or

  1. c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
  2. d) any losses caused directly or indirectly by any failure or your breach in relation to you obligations; or
  3. e) Any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the

Services.

  1. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you, your agents or employees.

Data Protection

  1. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal date of employees or the customer.
  2. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation GDPR) as may be amended, extended and/or re-enacted from time to time.
  3. For the avoidance of doubt, ‘Personal Data’, ‘Processing Data,’ ‘Data Controller.’ ‘Data Processor,’ and ‘Data Subject,’ shall have the same meaning as in the GDPR.
  4. The Service provider that only process personal data to the extend reasonably required to enable it to supply the required services an mentioned in these Terms and Conditions or as request and agreed with the customer and shall not retain any personal data longer than necessary for processing and refrain from processing any personal date for its own or third party use.
  5. The Service Provider shall not disclose personal data to any third parties other than the employees, directors, agents, subcontractor or advisors on a strict need to know basis and only under the same level of conditions as set out in these terms and conditions to the extend required by application legislation and regulations.
  6. The Service Provider shall implement and maintain technical and organisation security measures as are required to protect personal data processed by the Service provider on behalf of customers.
  7. Further information about the Service Provider’s approach to data protection is specified in its data protection policy, which can be found on the website. For any enquiries or complaints regarding data privacy, you can contact our Data Protection Officer at the following email address sue@thecolchesterseocompany.co.uk.

Circumstances beyond a party’s control

  1. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond reasonable control of that party, Such causes include but are not limited to: power failure, Internet service provider failure: Industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 day, wither of us may terminate or cancel the Services to be carried out under these Terms and Conditions. Notices under the Terms and Conditions must be in writing and signed by, or on behalf  of, the party giving notice (or a duly authorised officer of that party)
  2. Notices shall be deemed to have been duly given a)when delivered, if delivery by courier or other messenger (including registered mail during the normal business hours of the recipient, or by email where a receipt for delivery or read has been received; or b)On the first day of business following mailing, if mailed by national ordinary mail.
  3. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No Waiver

  1. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

  1. If one of more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of the these Terms and Condition (which will remain valid and enforceable).

Law and Jurisdiction

  1. These Terms and Conditions and any contract/agreement they cover will be interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.