Terms & Conditions
1 DEFINITIONS
1.1 “Agreement” means these Terms and Conditions together with the terms of any applicable Service and Specification;
1.2 “Client” means the organisation or person who purchases services from Online Buddy;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Service Specification” means a statement of work, quotation or other similar document describing the services to be provided by Online Buddy;
1.5 “Online Buddy” means supplier; Online Buddy, 5 Greenwich View Place, London E14 9NN Company number:11664673. 1.6 A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.
2 GENERAL
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by Online Buddy to the Client.
2.2 Before the commencement of the services Online Buddy shall submit to the Client a Service Specification which shall specify the services to be performed and the fees payable. The Client shall notify Online Buddy immediately if the Client does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.
2.3 Online Buddy Ltd shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
2.4 The Service Specification and Order forms are primarily Contracts, intended to create legal relations between the Parties, namely the Client and Online Buddy, in order to legally bind the Parties for the duration of the project. Resolution of any subsequent disagreement will thus be referable to these Terms and Conditions.
2.5 It is not necessary for the Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote and signs the Service Specification, then the Client will be deemed to have satisfied themselves as to the applicable terms and to have accepted these Terms and Conditions in full.
2.7 Please read these Terms and Conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.
3 FEES AND PAYMENT
3.1 The fees payable for the performance of the services are as set out in the CLIENT PURCHASE ORDER under Payment Terms. Online Buddy shall invoice the Client for the services. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing a purchase order before any services can be provided.
3.2 Invoiced amounts become payable within 7 days of receipt of invoice. Prompt payment is necessary. Statutory interest, ie, 8% plus the Bank of England base rate, will automatically apply on a daily basis to late payment.
3.3.a Full fees upfront: Online Buddy charges full fees upfront on all projects as standard operating procedure, save for instances where expressly arranged otherwise by prior written agreement.
3.3.b Payment in instalment: Part Payment or in other words, payment in phases, is only permitted via Online Buddy.’s pro-forma document which has been duly signed by the Client and categorically not by phone or email communication with a member of staff. No variation to existing Payment Terms is possible unless executed by Online Buddy.’s pro-forma document which has been duly signed by the Client and is properly processed by Online Buddy’s Accounts Team.
3.4 Online Buddy reserves the right to suspend or cancel services if a Client account is not cleared within 7 working days of sign up. If a Client has ordered multiple projects, Online Buddy reserves the right to suspend all services until an overdue payment is received.
3.5 Split payment: Where split payment has been permitted by prior written agreement, the Client accepts full liability for the total sum of the project from the outset notwithstanding the separate components of the Payment Terms being linked to milestones achieved in project plan.
3.5.a Design sign-off: Payment shall be made upon signing the Design Integration Letter it being understood that only after any outstanding balances have been cleared will the design be integrated.
3.5.b Website completion: Payment shall be made upon signing the Go Live Letter it being understood that only after any outstanding balances have been cleared will the Go Live process be activated. Regardless of whose server will ultimately host the project files, it is understood that no Go Live request will be entertained until any outstanding balance has been cleared in full first.
3.5.c Client’s own server: All outstanding balances must be cleared in full before any files can be released or uploaded onto a Client’s server (unless stipulated otherwise on the Client Purchase Order).
4 CLIENT’S OBLIGATIONS
4.1 To enable Online Buddy to perform its obligations under this Agreement the Client shall:
4.1.a co-operate and provide prompt responses to request for feedback, content, necessary access codes (such as Google analytics, payment gateway) and other information that may be required in order to complete the project.
4.1.b Appoint a Project Co-ordinator and make him available to co-ordinate with Online Buddy support team.
4.1.c Obtain all necessary permissions and consents which may be required before the commencement of the services; and
4.1.d comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
4.1.e Client confirms that instructions issued by project co-ordinator will presumed to be the final and official instructions.
4.1.f Provide all instructions, feedback in written format via emails or byusing Online Buddy project portal.4.1.g When requested for feedback, Client is required to review the entire project, and to provide feedback in one complete document, which bullet-lists every individual amendment.
4.1.g When requested for feedback, Client is required to review the entire project, and to provide feedback in one complete document, which bullet-lists every individual amendment.
4.2 The Client shall be liable to compensate Online Buddy for any expenses incurred by Online Buddy as a result of the Client’s failure to comply with Clause 4.1.
4.3 Without prejudice to any other rights to which Online Buddy may be entitled, in the event that the Client pre-maturely terminates or cancels the services agreed to in the CLIENT PURCHASE ORDER, the Client shall be liable to pay Online Buddy the full value of the contract. In instance where client has paid in advance for the services, client acknowledges no refunds will be awarded.
4.4 In the event that the Client or any third party, not being a sub-contractor of the Online Buddy, shall omit or commit anything which prevents or delays Online Buddy from undertaking or complying with any of its obligations under this Agreement, then Online Buddy shall notify the Client as soon as possible and:
4.4.a Online Buddy shall have no liability in respect of any delay to the completion of any project;
4.4.b if applicable, the timetable for the project will be modified accordingly;
4.4.c Online Buddy shall notify the Client at the same time if it intends to make any claim for additional costs.
5 ALTERATIONS TO THE SERVICE SPECIFICATION
5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
5.2 The Client may at any time request alterations to the Service Specification by notice in writing to Online Buddy. On receipt of the request for alterations Online Buddy shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
5.3 Where Online Buddy gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise Online Buddy by notice in writing whether or not it wishes the alterations to proceed.
5.4 Where Online Buddy gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter Online Buddy shall perform this Agreement upon the basis of such amended terms.
6 REGISTRATION OF DOMAIN NAME
6.1 The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties
6.2 The client agrees that all domain names are registered under the property of Online Buddy until all contractual fees have been paid in full.
6.3 The client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents.Online Buddy use the following and can be found at the following URL’s:-
6.3.a For .uk.co domains:
6.3.b For international TLD’s (.org, .com, .net):
6.3.c For UK TLD’s (.co.uk): http://www.nominet.org.uk/uk-domain-names/registering-uk-domain/choosing-domain-name/rules
6.4 The client agrees that Online Buddy are not held accountable for errors made on the part of the naming authorities/registration agents.
6.5 Online Buddy guarantee that should the naming authorities/registration agents alter, the clients will be notified immediately via Online Buddy’s website: https://www.onlinebuddy.co.uk/terms-and-conditions/
6.6 The client acknowledges that s(he) cannot cancel any domain names once registered. On completion of payment, ownership of the domain names will be granted to the client.
6.7 The client understands that on completion of the contract, there is a pointing fee paid annually. If this fee, or any other fees are not received by Online Buddy, the client understands that they have a 72 hour deadline before the deletion of the domain name.
6.8 Should the domain name become ineffective, the client agrees that Online Buddy shall not be held responsible for the registration. However, in the event of the domain name becoming unavailable during the registration and authorisation period, Online Buddy will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that s(he) is still subject to the same fees and charges.
6.9 The client understands that Online Buddy has the right to cancel/suspend any domain names in the event of any legal issues or disputes.
6.10 We at Online Buddy take at utmost care and are committed to customer satisfaction. However, there will be moments when there might be issues with our service or support. In case a customer faces issues, they are free to report to info@onlinebuddy.co.uk and someone from our support team will be in touch with you soon. We acknowledge complaints within a day and we aim to resolve the issue with in 5 business days.
7 RENEWAL OF DOMAIN REGISTRATION
7.1 Online Buddy assures the client that the best effort will be made to renew all domain names automatically after the twenty-four-month registration period, however, the client acknowledges that Online Buddy will not be held accountable for the failure to do so.
7.2 The client agrees that prior to the renewal of any domain names, the annual renewal fee will be made payable to Online Buddy.
7.3 The client understands that He or She will be informed about the renewal date.
7.4 The client agrees that neglect to pay any annual or outstanding fees will defer the registration/renewal of any domain names. This action will not yield any refunds.
7.5 The client agrees that they are to provide 30 days notice before the cancellation of any domain names. Neglect to provide this will result in the continuous renewal process of the domain registration and consequent payment.
7.6 The client understands that Online Buddy are not responsible for any materials lost due to clients neglect to pay renewal domain registration.
7.7 As stated in clause 6.8, should the domain become ineffective, Online Buddy shall provide and register a new domain name, with no refunds given.
7.8 Clients may transfer any domain names to a different ISP if they have provided at least a months notice before the next renewal payment and if their account has been settled. The client agrees that neglect to provide this notice will result in the payment of the renewal fee and release fee specified on Online Buddy‘s price list.
7.9 We guide the users/customers to refer to our terms and conditions clauses which have the details on the registration/renewal terms and conditions. This also carries the reference to nominet UK registration terms and conditions as well http://www.nominet.org.uk/uk-domain-names/manage-your-domain/renew
7.10 We at Online Buddy take utmost care and are committed to customer satisfaction. However, there will be moments when there might be issues with service or support. In case a customer faces such issues, they are free to report at info@onlinebuddy.co.uk and someone from our support team will be in touch with you soon. We acknowledge complaints within a day and we aim to resolve the issue within 5 business days.
8 TRANSFER OF A DOMAIN NAME
8.1 The client acknowledges that should they request Online Buddy to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:-
8.1a in the case of UK TLD’s to modify the IPS Tag as required by Online Buddy
8.1b in the case of international TLD’s to replace the name servers, admin, technical and billing contact with the relevant details received from Online Buddy.
8.2 Once the agreement has been cancelled or terminated, the client has the right to transfer any domain names to a third party server. The transfer is dependent on a transfer form being completed and all fees being paid in full in accordance to the Price List. All domain names cannot be permitted transfer if requested within 60 days of the renewal date of the domain names.
8.3 The client acknowledges that Online Buddy will not be held accountable for any obstructions in the transfer and that all fees should be paid according to the agreement signed.
8.4 The client acknowledges that Online Buddy has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments, or if the initial period has not yet expired.
8.5 The client agrees that they are fully responsible for the transfer of the website. Online Buddy will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.
8.6 The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of Online Buddy.
8.7 The client agrees that should an ISP deny the release of a domain name, Online Buddy are not held accountable and are not permitted to interfere with the ordeal. Should Online Buddy choose to intervene, the client understands that there will be a domain name handling fee listed in the Price List. This fee is not refundable should the transfer still be unsuccessful.
8.8 The client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, Online Buddy will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.
8.9 Domain name transfers, occurring within 2 months of the renewal date, will take longer than initial transfer requests.
8.10 All transferred domain names will be registered to Online Buddy until all agreed fees have been paid in full. The domain name may be transferred by the client once all contractual fees and duties have been completed.
8.11 We at Online Buddy take utmost care and are committed to customer satisfaction. However, there will be moments when there might be issue with service or support. In case a customer faces such issues, they are free to report us at info@onlinebuddy.co.uk and someone from our support team will be in touch with you soon. We acknowledge complaints within a day and we aim to resolve the issue within 5 business days.
9 HOSTING, SUPPORT AND MAINTENANCE
9.1 Online Buddy to supply Telephone and email-based Customer Support that are readily available to offer aid to the client with regards to the Hosting, Support (web and domain) and maintenance service. The opening times are Monday to Friday, 9.00 – 17.00. We acknowledge the query within 1 business day and will resolve the issue in 5 business days. However, in case of any unexpected delay, Online Buddy will make sure this is informed to the client/customer and the reason for the delay that may have occurred. Outside office hours, please e-mail info@onlinebuddy.co.uk for all queries and support.
9.2 Maintenance does not include any design or feature changes, maintenance only covers bug/error fixing. Online Buddy will not fix any bugs or errors which were not done as a result of Online Buddy service. Restoration is a chargeable service if a client requests them, please contact your account manager for information on any charges. Server maintenance services are part of the hosting package and if for whatever reason hosting was cancelled and the client moved the site to another company server, Online Buddy will not be able to help the client set up or maintain the website.
9.3 All hosting services are annually renewable. The client agrees that both the hosting and maintenance fees carry a 12-month contractual bond. Should the client wish to cancel this service, all fees will still be paid up until the 12th month. The monthly hosting will begin when the site goes live or after the 3rd month from the date of signup.
9.4 The client should provide 30 days written notice prior to the renewal of hosting services if they wish to cancel, if not received then Online Buddy will automatically renew the service without any notice and charge the client the new fees accordingly. Any failure to make the required payment may result in website suspension.
9.5 The client understands that (he or she) can be asked to pay for site visits or project briefings at Online Buddy office in case the client needs to meet in person with any of Online Buddy’s personnel. Should a client intends to visit Online Buddy offices, s(he) is required to set up an appointment beforehand and pay any charges for time in advance.
10 BESPOKE WEB DEVELOPMENT
10.1 The client understands that their website will be developed based on the agreed specifications. In an event where the client has only signed a purchase order, Online Buddy will work only on the design side of the project and development will only be started once the project specification has been signed off.
10.2 For any delays on project specification being signed off, Online Buddy will not be held accountable for any delay in the service.
10.3 Online Buddy provides bespoke design service and because it is a totally customised service, it is not possible to give out a definite time line for projects. It is imperative for clients to give necessary feedback for design service to yield results and wherever if clients fail to provide feedback in the necessary time periods, Online Buddy reserves the right to suspend the projects.
10.4 The client understands that (he or she) has 3 months to provide all website data. Neglect to provide this will result in a loss of any fees/deposits that the client has already paid.
10.5 The client understands those website layouts or changes of material are not applicable once the website has been designed and hosted, however, the client will be given the chance to alter minor aspects of the website should they be dissatisfied before the website goes live.
10.6 Once the client has approved the design it may take a period of up to 14 days to test the website and go live. Any further change requests during this period will extend the timescale. All requested changes must be submitted via email or post.
10.7 Online Buddy reserves the right to invoice the client for any work that it has been instructed to do but is not included in the agreed project specification.
10.8 Online Buddy charges clients upfront before any work on the project is commenced. Most often clients are asked to make payments in full but sometimes split payments are agreed upon at the start of the project in writing. Split payment agreements are only valid when in writing and signed by the client and submitted to Online Buddy accounts department. No agreements will be accepted if done by phone or email.
11 THIRD PARTY APPLICATIONS
11.1 The client understands that their website delivery at times may include the usage of 3rd party applications, such as WordPress blog, PhpBB forums, dating and social networking software. Online Buddy will work with the applications in order to create the website as per the agreed specifications, but will not be responsible for any problems arising out of 3rd party software.
11.2 The client understands that Online Buddy will not be responsible for any delays on the project arising out of bugs/issues on 3rd party software.
11.3 Online Buddy will not be able to provide maintenance services on 3rd party software unless a separate service for this effect has been purchased. Any problems on websites, blogs or any other 3rd party software will attract a further cost to investigate and fix.
11.4 The client understands that their website delivery at times may include the usage of 3rd party software or applications such as M2E Pro that, at the point of purchase, are offered with no ongoing fees. Online Buddy will work with the applications in order to create the website as per the agreed specifications, but will not be responsible for any ongoing or future fees charged by 3rd party software or applications for their continued usage.
11.5 Online Buddy will not be responsible where a contract (Purchase Order plus project costs page of website proposal) recommends the purchase of a 3rd party module, software or application at the point of signing the contract and the price or availability of said 3rd party module, software or application changes at point client authorises its purchase and integration, it is understood that such 3rd party situations are entirely beyond Online Buddy’s control. However, all reasonable endeavours will be used to find a suitable replacement if available, subject to the client’s full cooperation.
12 SEO SERVICES (SEARCH ENGINE OPTIMISATION)
12.1 SEO services are offered on a rolling minimum fixed term (the term of the contract is included on the order form), and upon conclusion of the minimum fixed term, the contract will renew automatically. However, the client can cancel the contract any time after the fixed term has elapsed by giving 30 days’ written notice.
12.2 The Client acknowledges SEO services are provided on a pre-paid basis, and no refunds will be granted in case of early cancellations. Furthermore, whereby a payment plan has been agreed upon to allow the client to pay for services in instalments, the full value of the contract will become due in case of early cancellations.
12.3 Online Buddy shall provide SEO services with reasonable skill and care, commensurate with prevailing standards in the social media marketing industry in the United Kingdom.
12.4 Online Buddy does not provide a guarantee for either 1st-page positions on the search engine result page, traffic levels, or an increase in revenue. Furthermore, the Client understands that
12.4a The times for websites to appear on search engine listings vary and the Company can thus not guarantee that the Website will appear immediately on the Designated Search Engines or that its position will change immediately from that which it held prior to the SEO Services being performed.
12.4b The Company cannot control search engines and cannot provide any guarantee that any of the Designated Search Engines will not change their policies or functionality in such a way that will have a detrimental effect on the ranking of the Website following the completion of the SEO Services.
12.4c The Company accepts no responsibility for any detrimental effect on the Website’s search engine rankings which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.
12.4d The Company makes no guarantee that the SEO Services will result in the Website appearing in the top 10 search results on the Designated Search Engines.
12.4e The Company reserves the right to modify or adapt the SEO Proposal during the contractual performance period in order to optimise service delivery to the Client and as far as possible will endeavour to keep the client informed about any such changes or modifications.
12.5 Online Buddy performs both on-site and off-site activities to help the client’s website increase its presence on the search engines and earn more traffic. However, if the client’s website is not hosted by Online Buddy, then in such cases, Online Buddy will only act as a consultant advising the client’s development team with all the corrections that the website needs.
12.6 Online Buddy shall act in accordance with the terms of this agreement and with all reasonable instructions given to it by the Client provided that such instructions are compatible with the scope of this Agreement.
12.7 Online Buddy requires the Client’s access credentials for FTP, Database, Google analytics and webmaster tools in order to provide SEO services.
12.8 The Client hereby authorises Online Buddy to use the Client’s above-mentioned access credentials solely for the purposes of providing SEO services. All such information is hereby designated Confidential Information and shall be treated accordingly.
12.9 The Client authorises Online Buddy to make necessary changes on the website in order to perform SEO services.
12.10 The Client shall provide the required information and the required materials to Online Buddy in order for the Company to perform its services.
12.11 In the event that any of the required information, or any other information supplied by the Client to Online Buddy (including, but not limited to, the access credentials supplied) changes and such a change will materially affect the provision of the SEO services by Online Buddy, the Client shall inform Online Buddy of the same without undue delay Online Buddy shall not be liable for any delays in the provision of the SEO Services that may result from the Client’s failure to comply with any of its obligations.
13 SOCIAL MEDIA MARKETING SERVICES
13.1 Social Media Marketing services are offered on a rolling minimum fixed term (Terms of the contract is included on the purchase order form), and upon conclusion of the minimum fixed term, the contract will renew automatically. However, the client can cancel the contract anytime after the fixed term has elapsed by giving 30 days’ written notice.
13.2 The Client acknowledges Social media marketing services are provided on a pre-paid basis, and no refunds will be granted in case of early cancellations. Furthermore, whereby a payment plan has been agreed upon to allow the client to pay for services in instalments, the full value of the contract will become due in case of early cancellations.
13.3 Online Buddy shall provide Social Media Marketing Services with reasonable skill and care, commensurate with prevailing standards in the social media marketing industry in the United Kingdom.
13.4 Online Buddy shall ensure that regular activity takes place on all of the social media platforms listed on the order.
13.5 Online Buddy shall act in accordance with the terms of this Agreement and with all reasonable instructions given to it by the Client provided that such instructions are compatible with the scope of this Agreement.
13.6 Online Buddy requires the Client’s access credentials for the social media platforms set out in the order form in order to provide Social Media Marketing Services.
13.7 The Client hereby authorises Online Buddy to use the Client’s above-mentioned access credentials solely for the purposes of providing Social Media Marketing Services. All such information is hereby designated Confidential Information and shall be treated accordingly.
13.8 The Client shall provide the Required Information and the Required Materials to Online Buddy in order for the Company to perform its services.
13.9 In the event that any of the Required Information, or any other information supplied by the Client to Online Buddy (including, but not limited to, the access credentials supplied) changes and such a change will materially affect the provision of the Social Media Marketing Services by Online Buddy, the Client shall inform Online Buddy of the same without undue delay.
13.10 Online Buddy shall not be liable for any delays in the provision of the Social Media Marketing Services that may result from the Client’s failure to comply with any of its obligations.
13.11 Online Buddy shall undertake various activities in order to perform its services, which will be a mixture of content creation and posting, developing social media strategy, creating and executing campaigns and helping Clients run paid campaigns. Online Buddy fees exclude the budget for any paid advertisements on any of the marketing channels.
14 DEVELOPMENT
14.1 Content Development services are offered on the basis of a fixed number of words / A4 pages.
14.2 The Client acknowledges Content Development services are provided on a pre-paid basis, and no refunds will be granted in case of early cancellations. Furthermore, whereby a payment plan has been agreed upon to allow the client to pay for services in instalments, the full value of the contract will become due in case of early cancellations.
14.3 Online Buddy shall provide content development services with reasonable skill and care.
14.4 The Client will provide a written brief to Online Buddy to understand the full requirements, followed by either a phone call or meeting at Online Buddy’s office to ensure our teams have fully understood the requirements.
14.5 Online Buddy will produce the content based on the client brief and will submit it to the client to review. The client is then asked to review the content and submit feedback promptly.
14.6 Upon receipt in full by the Company of the Fee due as per the order form, the copyright and all other Intellectual Property Rights subsisting in the Work shall be deemed to be assigned to the Client and the Company shall be deemed to have waived all moral rights in respect of the Work arising out of Chapter IV of the Copyright Designs and Patents Act 1988.
14.7 Following the assignment of copyright and any and all other Intellectual Property Rights, the Client shall be free to use the Work for any purposes including, but not limited to, the purpose for which the Work was originally commissioned.
14.8 Online Buddy shall act in accordance with the terms of this Agreement and with all reasonable instructions given to it by the Client provided that such instructions are compatible with the scope of this Agreement.
14.9 The Client shall provide the Required Information and the Required Materials to Online Buddy in order for the Company to perform its services.
14.10 In the event that any of the Required Information, or any other information supplied by the Client to Online Buddy (including, but not limited to, the access credentials supplied) changes and such a change will materially affect the provision of the Content Development Services by Online Buddy, the Client shall inform Online Buddy of the same without undue delay.
14.11 Online Buddy shall not be liable for any delays in the provision of the Content Development Services that may result from the Client’s failure to comply with any of its obligations.
15 PPC SERVICES
15.1 PPC services are offered on a rolling minimum fixed term (the term of the contract is included on the order form), and upon the conclusion of the minimum fixed term, the contract will renew automatically. However, the client can cancel the contract any time after the fixed term has elapsed by giving 30 days’ written notice.
15.2 The Client acknowledges PPC services are provided on a pre-paid basis, and no refunds will be granted in case of early cancellations. Furthermore, whereby a payment plan has been agreed upon to allow the client to pay for services in instalments, the full value of the contract will become due in case of early cancellations.
15.3 Online Buddy shall provide the PPC Services with reasonable skill and care, commensurate with prevailing standards in the social media marketing industry in the United Kingdom.
15.4 Online Buddy does not provide a guarantee for either 1st page positions on the search engines, traffic levels, or an increase in revenue. Furthermore, the Client understands that
15.4a The Company cannot control search engines and cannot provide any guarantee of success.
15.4b The Company cannot control search engines and cannot provide any guarantee that the Designated Search Engine(s) will not change their policies or functionality in such a way that will have a detrimental effect on the effectiveness of the PPC Campaign(s).
15.4c The Company accepts no responsibility for any detrimental effect on the effectiveness of the PPC Campaign(s) which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.
15.4d The effectiveness of the PPC Campaign(s) will be determined in part by the budget allotted thereto and available therefor. Failure by the Client to make the required budget(s) available may have a negative effect on the related PPC Campaign(s). The Company accepts no responsibility for any such negative effects.
15.5 The Company shall base the PPC Setup and its provision of the PPC Services upon the Required Information provided by the Client.
15.6 Upon receipt of the Required Information from the Client, the Company shall conduct keyword research which shall include, but not necessarily be limited to, an examination of the Website, online research and the use of other suitable methods and tools.
15.7 Online Buddy shall act in accordance with the terms of this Agreement and with all reasonable instructions given to it by the Client provided that such instructions are compatible with the scope of this Agreement.
15.8 Online Buddy requires the Client’s access credentials for FTP, Database, google analytics and webmaster tools in order to provide the PPC Services.
15.9 The Client hereby authorises Online Buddy to use the Client’s abovementioned access credentials solely for the purposes of providing the PPC Services. All such information is hereby designated Confidential Information and shall be treated accordingly.
15.10 The Client authorises Online Buddy to make necessary changes on the website in order to perform PPC services.
15.11 The Client shall provide the Required Information and the Required Materials to Online Buddy in order for the Company to perform its services.
15.12 In the event that any of the Required Information, or any other information supplied by the Client to Online Buddy (including, but not limited to, the access credentials supplied) changes and such a change will materially affect the provision of the PPC Services by Online Buddy, the Client shall inform Online Buddy of the same without undue delay.
15.13 Online Buddy shall not be liable for any delays in the provision of the PPC Services that may result from the Client’s failure to comply with any of its obligations.
15.14 Online Buddy fees excludes the budget for any paid advertisements on any of the marketing channels.
16 MOBILE APP DEVELOPMENT
16.1 Bespoke Mobile APP Development
16.1a Online Buddy provides bespoke mobile application development for for iOS and Android, for both mobile phones and tablets.
16.1b As a default, a contract is for only 1 platform, and 1 device type, i.e. iOS / Mobile phone. If client requires a mobile application for both iOS and Android platforms, they would require both to be included on the contract individually. Similarly, if client requires application for tablets, they must sign a separate contract.
16.1c The Client understands that development will be based on the latest version of operating systems at the start of the project.
16.1d The client understands that during the development, if new updates on operating system (iOS or Android) are released, they will not form part of the the initial project.
16.1e The client understands that their mobile application will be developed based on agreed specification and requires client to be aware of the following
16.1e 2. Certain requirements may not be possible to achieve due to changes in operating systems and technologies.
16.1e 3. Change of mobile application submission policies from Apple / Google Play.
16.1f For any delays on project specification being signed off, Online Buddy will not be held accountable for any delay in the service.
16.1g Online Buddy provides a bespoke design service and because it is a totally customized service, it is not possible to give out definite time line for projects. It is imperative for client to give necessary feedback for design service to yield results and wherever client fails to provide feedback in necessary time periods, Online Buddy reserves the right to suspend the projects.
16.1h The client understands that s(he) will be requested for data and feedback as part of the development process. Neglect to provide this will result in a loss of any fees/deposits that the client has already paid.
16.1i The client understands that mobile app layouts or changes of material are not applicable once the mobile apps has been designed and built, however the client will be given the chance to alter minor aspects of the apps should they be dissatisfied before the apps goes live.
16.1j Once the client has approved the works it may take a minimum of 14 days to test the apps and go live. Any further change requests during this period will extend the timescale. All requested changes must be submitted via email and customer portal. The client also understands that
16.1j 1. Apps will be published using Online Buddy accounts with Apple and Google play
16.1j 2. To make Apps live, they are first submitted to Apple / Google and only if they are happy with the APP, they will be made live.
16.1j 3. Online Buddy will not be held responsible if application was rejected for publishing.
16.1j 4. After the APP has gone live, the client will have a period of 30 days to review and report any bugs which will be done free of charge. However, any work after that, will require a separate contract or an active maintenance plan.
16.1k Online Buddy reserves the right to invoice the client for any work that it has been instructed to do but not included in the agreed project specification.
16.1l The client understands that Online Buddy does not provide fixed timescales for mobile app projects, unless where it has been agreed and included in the signed sales order. All schedules provided by email, fax, phone or in meetings should be viewed as estimates only.
16.1m The Client agrees that site visits or project briefings at Online Buddy office are billable and incur charges payable in advance if the Client needs to meet any of Online Buddy’s staff in connection with their project. A mutually convenient appointment will be arranged as soon as advance payment has cleared.
16.2 Hybrid Mobile APPs – Software as a Service
16.2a Online Buddy provides hybrid mobile applications for for iOS and Android, for mobile phones, built on 3rd party Content Management Systems.
16.2b The client understands that mobile apps are powered by mobile app platform and are provided on a SOFTWARE AS A SERVICE, and at no stage client owns any part of the software.
16.2c The Client understands that is not a bespoke development, which means features and tools available on the mobile app are limited to the platform.
16.2d The client understands that their mobile application will be developed based on agreed specification and requires client to be aware of the following
16.2d 2. Certain requirements may not be possible to achieve due to changes in operating systems and technologies.
16.2d 3. Change of mobile application submission policies from Apple / Google Play.
16.2e For any delays on project specification being signed off, Online Buddy will not be held accountable for any delay in the service.
16.2f Online Buddy provides a bespoke design service and because it is a totally customized service, it is not possible to give out definite time line for projects. It is imperative for client to give necessary feedback for design service to yield results and wherever client fails to provide feedback in necessary time periods, Online Buddy reserves the right to suspend the projects
16.2g The client understands that s(he) will be requested for data and feedback as part of the development process. Neglect to provide this will result in a loss of any fees/deposits that the client has already paid.
16.2h The client understands that mobile app layouts or changes of material are not applicable once the mobile apps has been designed and built, however the client will be given the chance to alter minor aspects of the apps should they be dissatisfied before the apps goes live.
16.2i Once the client has approved the works it may take a minimum of 14 days to test the apps and go live. Any further change requests during this period will extend the timescale. All requested changes must be submitted via email and customer portal. The client also understands that
16.2i 1. Apps will be published using Online Buddy accounts with Apple and Google play
16.2i 2. To make Apps live, they are first submitted to Apple / Google and only if they are happy with the APP, they will be made live.
16.2i 3. Online Buddy will not be held responsible if application was rejected for publishing.
16.2i 4. After the APP has gone live, the client will have a period of 30 days to review and report any bugs which will be done free of charge. However, any work after that, will require a separate contract or an active maintenance plan.
16.2j Online Buddy reserves the right to invoice the client for any work that it has been instructed to do but not included in the agreed project specification.
16.2k The client understands that Online Buddy does not provide fixed timescales for mobile app projects, unless where it has been agreed and included in the signed sales order. All schedules provided by email, fax, phone or in meetings should be viewed as estimates only.
16.2l The Client agrees that site visits or project briefings at Online Buddy office are billable and incur charges payable in advance if the Client needs to meet any of Online Buddy’s staff in connection with their project. A mutually convenient appointment will be arranged as soon as advance payment has cleared.
17 WEBSITE AND MOBILE APP MAINTENANCE
17.1 Client has instructed Online Buddy to carry out general maintenance related work on their website / mobile app. Maintenance plans do not permit development of new modules, software, new design and implementation.
17.2 Agreement is based on set number of hours per month with a minimum term attached to every agreement. The agreement will be renewed automatically unless cancelled 30 days before the expiry date.
17.3 Set numbers Hours per month available per month are written on the order form. Time can be utilised for training sessions, or technical resources such as Developer, Designer, or Quality Assurance. Please note hours if not used, are not rolled over into next month.
17.4 The Client understands if the amount of work requested is more than hours available, work will either have to be postponed, or client would be required to pay for the additional hours.
17.5 The Client will make all support calls on the Support Line. A support specialist will return calls or reply to emails placed through the Support Line during the Service Hours not later than 4 hours after:
17.5a in the case of telephone calls, the earlier of the voicemail system logging the call or the support specialist receiving the call; and
17.5b in the case of e-mail, receipt by the Support Line e-mail inbox
17.5c in the case of CRM, receipt of Ticket by member of support department
17.5d The Provider is not responsible for responding to support calls or messages placed other than via the Support Line [and only those members of the Customer’s personnel named in the schedule may use the Support Line].
17.5e Responses to all enquiries within 4 hours (Mon – Fri 9am – 5pm) excluding bank holidays.
17.5f If the work is being done directly on a live website, we may at times schedule the uploading of critical work for early morning hours or over the weekend to avoid problems for any visitors on the website. However, this may lead to certain delays in finishing certain tasks. This is usually done on any work relating to payment gateways and cart / check out changes.
17.5g If the work is being done on temporary location, client must approve in writing before it can be transferred to live domain. Moving things to live server at times can take few days depending upon the work that is being moved.
17.5h Whilst we make considerable efforts to ensure work is done to highest of standards, we cannot be held liable for any problems that may result because of our work. However, once notified of any such issues, we will do our best to find solutions as soon as possible.
17.5i The client Shall
17.5i 1. Ensure that the Software is used in a proper manner by competent trained employees only or by persons under the supervision of such employees.
17.5i 2. not request, permit or authorise anyone other than the Online Buddy to provide any support services in respect of the Provider Software.
17.5i 3. subject to their not damaging the performance of the Supported Website, allow the Provider to install certain utility programs to assist the Provider in providing the Services and allow the Provider to remove such utility programs upon termination of this agreement.
17.5j Additional hours to be charged at an hourly rate
18 WARRANTY
18.1 Online Buddy warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
18.2 Without prejudice to Clause 18.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by Online Buddy.
19 INDEMNIFICATION
The Client shall indemnify Online Buddy against all claims, costs and expenses which Online Buddy may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against Online Buddy alleging that any services provided by Online Buddy in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.
20 LIMITATION OF LIABILITY
20.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Online Buddy to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
20.2 In no event shall Online Buddy be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Online Buddy had been made aware of the possibility of the Client incurring such a loss.
20.3 Nothing in these Terms and Conditions shall exclude or limit Online Buddy’s liability for death or personal injury resulting from Online Buddy’s negligence or that of its employees, agents or sub-contractors.
21 TERMINATION
Either party may terminate this Agreement forthwith by notice in writing to the other if:
21.1 The other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so. In order for a client to start termination / cancellation process, they are required to send written notice by email to info@onlinebuddy.co.uk, including reasons for cancellation. In the event, your cancellation request has been accepted, refund will be issued based on the remaining work on the project and not the entire project.
21.2 The other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
21.3 The other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
21.4 The other party ceases to carry on its business or substantially the whole of its business; or
21.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets
22 INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of Online Buddy, and the Client shall do all that is reasonably necessary to ensure that such rights vest in Online Buddy by the execution of appropriate instruments or the making of agreements with third parties.
23 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
24 DATA PROTECTION
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.
25 INDEPENDENT CONTRACTORS
Online Buddy and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Online Buddy may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Online Buddy of its obligations under this Agreement.
26 ASSIGNMENT
The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent of Online Buddy.
27 SEVERABILITY
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
28 WAIVER
The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
29 NOTICES
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
30 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
31 NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party
32 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of United Kingdom and the parties hereby submit to the exclusive jurisdiction of the British courts.
33 SUSPENSION AND CANCELLATION OF SERVICES
33.1 Online Buddy holds the right to cancel and suspend any services due to the failure of the client not responding to any notices or providing the relevant content set out in the service specification. There has to be a level of commitment on the client’s behalf for Online Buddy to provide a full service. If the client fails to provide the relevant content to their package(s) after 6 months from the sign-up date, Online Buddy holds the right to suspend any services the client has with Online Buddy. If the client wishes to un-suspend their account they will be liable to pay £99 + VAT.
33.2 Online Buddy holds the right to cancel/suspend if the client fails to clear any due invoices. This includes cancellation of some/all services if the client is a Private Individual.
34 COMPLAINTS: COMPLAINTS PROCEDURE AND UNACCEPTABLE CONDUCT POLICY
34.1 Online Buddy strives to perform all work and associated duties promptly, reasonably and fairly. However, we reserve the right for our staff to work in a safe, healthy, harassment-free environment. Occasionally the actions and behaviour of individuals may become unacceptable and make it difficult for us to deal with them because we deem that certain conduct involves either 34.1a the abuse of our staff, or
34.1b The abuse of our process. This will not be tolerated under any circumstances, as we must also comply with our statutory duties to ensure we provide a safe working environment for our staff at all times.
34.2 Support services are a privilege and not a right and our staff are trained to treat all customers with respect but equally they are entitled to expect the same courtesy back. If there is any dissatisfaction with our services for whatever reason (it is understood that much of our work is collaborative so depends on
34.2a full client cooperation,
34.2b Prompt client feedback and
34.2c Keeping iterations of change to a minimum) clients may raise this directly with their support worker at first instance and if still unhappy can make out a formal written complaint to our info@onlinebuddy.co.uk. Complaints must be clearly set out in writing and specify each issue in question separately for us to act and deal with them properly.
34.3 Senior management (or our legal department) will intervene over unacceptable conduct, some instances being:
34.3a Aggressive or abusive behaviour to staff, including derogatory remarks or rudeness, whether by telephone or in person.
34.3b unreasonable behaviour or unreasonable demands, eg, making excessive demands on the time and resources of staff with lengthy telephone calls or detailed letters or emails every few days (or with minor variations) and expecting immediate responses
34.3c unreasonable level of contact, when sometimes the volume and duration of contact made to our staff can hinder instead of help to progress pending work, eg. multiple phone calls or multiple letters/emails over a short period on one day, or, throughout a live project, pending task but where a customer makes repeatedly long telephone calls or inundates us with correspondence or copies of information which has already been received or which is irrelevant to the work in question.
34.3d Instances of threatening behaviour or verbal abuse or harassment towards our staff which is likely to result in automatic termination of all direct contact with the client, and incidents involving threats of physical violence may also be reported to the police.
34.3e unreasonable use of our complaints procedure when the effect is deemed by senior management to be to harass or to prevent our organisation from pursuing a legitimate aim or implementing a legitimate decision which has previously been agreed upon and accepted. While we consider client access to our complaints procedure to be very important it will only be in exceptional circumstances that we would determine that repeated use is unacceptable but we reserve the right to do so in such exceptional cases.
34.4 Measures we may take in response to unacceptable conduct include
34.4a Telling the client that their language is offensive, unnecessary and unhelpful and asking them to stop,
34.4b Ending a call if the unreasonable behaviour does not stop,
34.4c Being put on a ‘no phone contact list’ and having support services restricted to ‘written correspondence only’, 34.4d being asked to nominate a proxy,
34.4e Making a record of the conduct in question and then handing this over to the relevant authorities.
34.4 If any other action we deem appropriate, necessary and proportional in the circumstances.
34.6 Online Buddy is a hosting provider and registrar as well, so any concern, dispute, complaint or abuse should be reported to: info@onlinebuddy.co.uk