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Terms and Conditions

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Terms and Conditions – Web Development

 

1. Definitions

The following Terms and Conditions document is a legal agreement between FBA Digital Solutions, hereafter “the Developer”, and “the Client” for the purposes of website design or development. These Terms and Conditions set out the provisions under which the Client may use the services supplied.

The Developer is an Internet web design provider offering the Client graphical design, HTML, CSS, JavaScript, PHP, Content Management System (CMS) and other related computer programming languages.

2. Acceptance of Work

Quotations are valid for 14 days from the date of issue.

When the Client places an order to purchase a website or website updates from the Developer, the order represents an offer to the Developer to purchase the website or website updates. No contract for the supply of services exists between Client and Developer until the Developer sends an invoice to the Client for payment. The invoice equals acceptance by the Developer (or third party supplier) of the Client’s offer to purchase services from the Developer and this acceptance of work is a valid contract between Client and Developer regardless of whether the Client receives the invoice.

Any other services in the order that have not been included in the invoice do not form part of the contract. The Client agrees to check that the details of the invoice are correct and should print and keep a copy for their records.

The Developer is liable to withdraw the contract at any time prior to acceptance.

Additional work requested by the Client that is not specified in the agreed quotation is subject to an additional quotation by the Developer on receipt of the specification. If the work is needed as part of an existing project, then this may affect timescale and overall delivery time of the project.

If a functional specification and a set of testing criteria are included within the quotation, the Developer is responsible for fulfilling the testing criteria as the sole criteria for completion of the contract.

The Client agrees to FBA Digital Solution’s standard development platform (point seven), is an agreeable platform for the development of the website and all acceptance testing will occur only on the standard development platform. The Client further agrees that any requests relating to hardware or software outside the standard development platform will be deemed additional work.

The Client agrees to provide any needed information and content required by the Developer in good time to enable the Developer to complete a design or website work as part of an agreed project.

Any work is subject to a minimum charge of £75.00 per hour.

3. Permission and Copyright

Copyright of the completed web designs, images, pages, code and source files created by the Developer for the project shall be with the Client upon final payment only by prior written agreement. Without an agreement, ownership of designs and all code is the Developer.

These terms of use grant a non-exclusive limited license so that the Client can use the design on one website on one domain name only. The Client is not permitted to use a design for more than one website without prior written agreement between the Client and the Developer.

The Client agrees that resale or distribution of the completed files is forbidden unless prior written agreement is made between the Client and the Developer.

The Client hereby agrees that all media and content made available to the Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise as a result of using the supplied media and content.

The Client also agrees that all media and content supplied by the Developer for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend the Developer from any claim or suit that may arise as a result of using the supplied media and content.

The Client agrees that the Developer may include development credits and links within any code the Developer designs, builds or amends. If the Developer designs a website for a Client, then the Client agrees that the Developer may include a development credit and link displayed on the Client’s website. If the Developer builds or amends a website for a Client, then the Client agrees that the Developer may include a development credit and link displayed on the Client’s web page, which may be within the code but not displayed on a web browser if requested by the Client.

The Client agrees that the Developer reserves the right to include any work done for the Client in a portfolio of work.

The Client agrees to abide by the terms of any third party software or media included within any work done for the Client. Examples of this include, but are not limited to, Google Maps, Media under the Creative Commons license, RSS feeds, Open Source GPL Software etc.

4. Material

The Developer reserves the right to refuse to handle:

  1. Any media that is unlawful or inappropriate.
  2. Any media that contains a virus or hostile program.
  3. Any media that constitutes harassment, racism, violence, obscenity, harmful intent or spamming.
  4. Any media that constitutes a criminal offence, or infringes privacy or copyright.

5. Domain names and Hosting

The Developer can, at its own discretion, but is not obliged to, offer domain name registration and hosting via a third-party service.

The Client agrees that registration of a domain name does not provide an endorsement of the right to use the name. The Client is responsible for ensuring they have due title to the domain name. The Developer holds no liability and the Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s registration of a domain name.

The domain name is registered in the Client’s own name, with the address and contact details of the Developer. The Client should be aware that a domain name is registered with a third party and as such the Client shall agree to fully abide by the terms and conditions set out by the third party for such services.

The Client agrees to take all legal responsibility for use of third-party domain name and hosting services and supply truthful details to the third party services.

The Client agrees that information submitted for registration of domain names is then available to the general public via the Nominet Who is the system. However, Clients who are using their website for non-trading purposes may ask the third party registrar for their contact information not to be included in the Nominet Who is the system.

The Client is liable to pay the Developer for any domain name registrations and the initial set-up of the hosting regardless part of the website build meaning standalone transaction.

Any support relating to the domain name, hosting and email services are between the Client and the third-party service.

Any other domain name and hosting services or costs not included by the Developer, including but not limited to further domain name registration fees, domain name transfer charges, yearly domain name renewals, hosting charges, yearly hosting renewals, hosting upgrades, extra disk space, bandwidth and any other related or hidden charges, are to be paid by the Client to the third party services.

The Client agrees to pay the domain name and hosting fees as soon as required by the third party. Any modifications needed to the domain name or hosting services are to be made between the Client and third-party service.

The Client agrees that if at any time their contact details, including email address, change, it is their responsibility to contact the third party and update their contact details. Failure to do so may mean that the Client does not receive renewal invoices for the domain name and hosting services.

Payment for the domain name and hosting services is to be made immediately on receipt of an invoice from the third party service. Failure to comply with the payment terms may result in the Client’s domain name becoming available to another party and/or the website and email services becoming unavailable.

The Client agrees to pass on FTP details and any other access details relating to their domain name and hosting account that the Developer requires uploading the website if required as part of a project.

The Developer reserves the right without notice to cancel, reject or refuse work with domain names or hosting services without reason for such rejection or refusal.

The Client agrees to be liable for their use of the domain name, hosting and email services with the third party and hereby agrees to indemnify and hold harmless the Developer from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services.

The Client agrees to take full responsibility for all usage of the domain name, hosting and email services and to fully abide by the terms and conditions set out by the third party for such services.

6. Projects

The Client agrees that an HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by Internet browser software. The Developer agrees to try to match the design as closely as is possible when building the code.

During a website project, it is important that the Client communicates information to the Developer to achieve the required result.

The Client agrees they are permitted a maximum of 2 hours of alteration on projects of £5000, with an additional 1 hour of alteration available per whole £1500 of cost after that, unless quoted otherwise. All alterations are to be requested in writing either by email or postal mail by the Client. After the allocated time for alterations is used up, either in design or coding, the Developer reserves the right to advise the Client of such and send a separate quotation to the Client and to request payment for any further alterations. The Developer reserves the right to request payment be received for further alterations before continuing work. Upon completion of agreed design, the Client is asked to confirm in writing by email or postal mail that the design and the screen size is signed off as complete and agree that any further design alterations are chargeable.

If the Client requests a design or content alterations to pages that have already been completed, new pages or different functionality other than that specified in the original quotation, the Developer reserves the right to Charge and/or charge separately for these alterations.

If optimised pages (SEO Services) are included as part of the project, the Developer will optimise the Client’s web pages that already make up part of the project. An optimised page is not the creation of new pages. The optimisation of the web pages can include the Meta tags, Keywords, Description Title, Alt Tags and Text provided by the Client.

The Developer endeavors to create pages that are accessible to search engines. However, the Developer gives no guarantee that the site will become listed with search engines.

If an error or issue with the design or code arises during the project, which does not allow the design or code to match the original specification, then the Client agrees that the Developer can apply a nearest available alternative solution.

The Developer at all times applies reasonable skill and care in the provision of services.
On request, the Developer can create a copy of the website to the Client on project completion. A small charge will be made to cover the cost of this unless quoted otherwise.

Once the project is completed, the Developer will upload the website to the Client’s live web address is included as part of a project.

After site completion, a Client or a third party of their choosing may wish to edit their website code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code, regardless intentional or otherwise themselves. If the Client or a third party of their choosing edits the website code and this results in functionality errors or the page displaying incorrectly, then the Developer reserves the right to charge for work to repair the website.

The Developer reserves the right to assign subcontractors, associates and partners in whole or as part of a project if needed, a multidisciplinary approach.

The Developer will keep a copy of the site and design source files when a website project is being worked on. However, the Client agrees that it is their responsibility to have regular backups made by themselves or the third party hosting services in case of a software or hardware failure at the third party hosting servers.

All communications between Developer and Client shall be by telephone, email, Skype or postal mail, except where agreed at the Developer’s discretion.

7. Accessibility & Web Standards

The Developer tests sites and templates to ensure they comply with WAI accessibility standards to Level A conformance at time of sale. Should the Client request that the Developer alters the site or templates to meet specific WAI accessibility guidelines, or if updated WAI accessibility guidelines were introduced after the site or templates were sold to the Client, the Developer reserves the right to charge separately for any additional work needed. If the Client uses Drupal Themes or Modules, or other CMS systems that are not built by the Developer, the overall page may not meet WAI accessibility standards to Level A conformance.

The Developer tests sites and templates to ensure they comply with W3C CSS standards as they are at the time of sale. Should updated W3C CSS guidelines be introduced after the site or templates were sold to the Client, the Developer reserves the right to charge separately for any additional work needed? If the Client uses Drupal Themes or Modules, or other CMS systems that are not built by the Developer, the overall page may not meet W3C CSS standards.

The Developer tests sites and templates to ensure they comply with W3C HTML standards as they are at the time of sale. Should updated W3C HTML guidelines be introduced after the site or templates were sold to the Client, the Developer reserves the right to charge separately for any additional work needed?  If the Client uses CMS, Drupal Themes or Modules, or other systems that are not built by the Developer, the overall page may not meet W3C HTML standards.

Standard Development Platform

FBA Digital Solutions develops to modern stable web standards, in the abstract we develop to the following criteria incorporating the latest versions: –

HTML: HTML5

CSS: CSS.

Accessibility: WAI WCAG 2.0 A Specification.

JavaScript: ECMA-262 specification and ISO/IEC 16262.

In particular, we are developing to the following web browsers,

  • Mozilla Firefox (latest version) Linux, Windows & Mac OSX
  • Microsoft Internet Explorer (latest version) – Windows
  • Apple Safari (latest version) Windows & Mac OSX
  • Google Chrome (latest version) Linux, Windows & Mac OSX

Plugins: Adobe Acrobat Reader, Adobe Flash Player.

Windows, Linux, OSX refer to any version of the respective operating system that will fully support the web browser. Web browsers are used in the basic configuration without extensions, add-ons, modules or other integrated programs. Web browsers running extensions or on non-compatible OS will not be considered part of the Standard Development Platform for testing and acceptance purposes.

The Developer shall make every effort to ensure sites designed to be viewed, by the majority of visitors. Sites are designed to work with the standard development platform, which includes recent versions of the main browsers, Internet Explorer and Mozilla Firefox. The Client agrees that the Developer cannot guarantee correct functionality with all browser software across different operating systems.

The Client agrees that, following the handover of files, any updated software versions of the browsers detailed in the standard development platform, including the browsers Internet Explorer and Mozilla Firefox, domain name set-up changes or hosting set-up changes thereafter may affect the functionality and display of their website. As such, the Developer reserves the right to Charge for any work involved in changing the website design or website code for it to work with updated browser software, domain name or hosting changes.

The Client agrees that more advanced applications on a website page may require a newer browser version or plug-in.

8. Payment Terms

Prices are subject to change without notice.

All quoted prices are exempt from VAT.

All invoices must be paid in full within 14 days of the invoice date, except where agreed at the Developer’s own discretion.

The Developer reserves the right to decline further work on a project if there are any invoices outstanding with the Client.

The Developer reserves the right to remove its work for the Client from the Internet if payments are not received.

Late payments on all overdue invoice set at a daily rate of 10% over base rate.

 

9. Liability and Warranty Disclaimer

The Developer provides their website and the contents thereof on an ‘as is’ basis and makes no warranties with regard to the site and its contents, or fitness of services offered for a particular purpose. The Developer cannot guarantee the functionality or operations of their website or that it will be uninterrupted or error-free, nor does it warrant that the contents are current, accurate or complete.

The Client agrees that the Developer is not liable for any bugs; performance issues or failure of their Drupal or any CMS software that is open-source software distributed under the GPL (“GNU General Public License”) and is maintained and developed by a community of thousands of users and developers. Any bugs, performance issues or failure with the software will be directed to the open-source software community.

The Developer endeavors to provide a website within given delivery timescales to the best of its ability. However, the Client agrees that the Developer is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.

The Client agrees that the Developer is not liable for any failure to carry out services for reasons beyond its control, including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on a major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services. The Developer is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.

On handover of files from Developer to Client, the Client shall assume entire responsibility for ensuring that all files are functioning correctly before use. Whilst every effort is made to make sure files are error free, the Developer cannot guarantee that the display or functionality of the web design or the website will be uninterrupted or error-free. If, after handover of files, errors are found in code the Developer has created and the standard development platform, domain name set-up and hosting set-up are the same as when work began, then the Developer can correct these errors for the Client free of charge for a period of one month, after acceptance of the work. After this period, the Developer reserves the right to Charge separately for any work involved in correcting an error.

If, after handover of files, errors are found in code the Developer has created and the standard development platform, or the domain name set-up or hosting set-up has been changed, the Developer can correct errors and reserves the right to Charge separately for any additional work needed as a result of changes to the browser software, domain name set-up or hosting set-up.

Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, the Developer reserves the right to cancel forthwith any projects and invoice the Client direct for any work completed.

The Developer shall have no liability to the Client or any third parties for any damages, including but not limited to claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or website, even if the Developer has been advised of the possibility of such damages.

There are sometimes laws and taxes that affect Internet e-commerce. The Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet e-commerce.

The Developer may from time to time recommend to the Client that updates are needed to their site, including but not limited to new legislation compliance, software compatibility, and web standards. The Developer reserves the right to Charge for any updates as separate work. The Client agrees that the Developer is not liable for any failure to inform or implement these updates to their site. The Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses, and claims arising from omission to inform or implement these updates.

10. Indemnification

The Client agrees to use all Developer services and facilities at their own risk and agrees to defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, costs, losses and claims, including but not limited to legal fees against the Developer or its associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties.

The Client agrees that this indemnification extends to all aspects of the project, including but not limited to website content and choice of domain name.

The Client also agrees to indemnify, hold harmless and defend, the Developer against any liabilities arising out of injury to property or person caused by any any product or service sold by the Client or any service provided or agreed to be provided or by third parties, including but not limited to infringement of proprietary rights, misinformation, infringement of copyright, delivery of defective services or products that are harmful to any company, person, business, or organisation.

11. Nondisclosure

The Developer and any third party associates agree that, unless directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. The Client agrees that it will not convey any confidential information about the Developer to another party, unless directed by the Developer.

12. Privacy Policy

The Developer and any third party associates shall use information provided by the Client in relation to this agreement in accordance with the Data Protection Act 1998. This information will also be used to identify the Client in communications with them and to contact the Client from time to time to offer them services or products that may be of interest to or benefit the Client.

13. Interpretation

The Developer reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these Terms and Conditions. The Developer shall be the sole arbiter in deciding what constitutes a breach. No refunds will be given in such a situation.

Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.

Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.

This agreement shall be governed by the laws of England and Wales, which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.

By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges having read, understand, and accept the Terms and Conditions of this Agreement and agrees to be legally binding by these Terms and Conditions.

The Developer reserves the right to alter these Terms and Conditions at any time without prior notice. The latest Terms and Conditions can be found on the Developer’s website.

14. Statutory Rights

These Terms and Conditions do not affect your statutory rights as a consumer.

Search Engine Optimization (SEO)

Terms and Conditions – SEO

1. Definitions

1. Details of the parties entering into the contract

This agreement is hereby entered into between FBA Digital Solutions (hereinafter referred to as “we”, “us”, “SEO”, “our”) and Yourself hereinafter referred to as “Client”, “you”).

2. Representations and Warranties

FBA Digital Solutions agrees to provide the client with Search Engine Optimisation and Reporting Services (hereinafter referred to as “SEO”, “Optimised Content Marketing”) as described in our website. We are authorized to use the specific keywords and/or phrases for developing and improving the natural visibility of the Client’s site(s), in the search engines (Google and Bing).

3. Definitions

To bring clarity into this contract, we are going to define some SEO terms / jargons which we use. Our goal is to develop a contract in plain English which is mutually understood by all the parties entering into the contract and which minimizes erroneous beliefs. However we make no warranty/guarantee of accuracy and completeness of the SEO terms described below. Our definitions should not be considered as be all and end all of SEO terminology. For the purposes of this agreement:

Deliverable“- It is a term used in project management to describe a tangible or intangible object produced as a result of the project that is intended to be delivered to a customer (either internal or external). A deliverable could be a report, a document, a server upgrade or any other building block of an overall project

SEO” –Search engine optimisation (SEO) is the process of improving the volume or quality of traffic to a web site from search engines via “natural” or un-paid (“organic” or “algorithmic”) search results as opposed to search engine marketing (SEM) which deals with paid inclusion.

Social Media Optimisation” – It is set of methods which are used to generate publicity through social media.

Search Engines” – It is a computer program which is used to retrieve documents from a computer network. Three popular search engines are Google, Yahoo and Bing.

Client’s Competitor” – It is an individual or a company which is in the same exact niche as the client and is targeting same/identical keywords in same/nearby geographic location(s).

Keyword” – Keyword or keyword phrase is a search term(s) which is used to retrieve information through search engines.

Keyword Research” – It is a practice used by search engine optimisation professionals to find and research actual search terms people enter into the search engines when conducting a search.

Keyword stuffing” – It is considered to be an unethical search engine optimisation (SEO) technique. Keyword stuffing occurs when a web page is loaded with keywords in the meta tags or in content.

“Keyword cannibalization” – Several web pages targeting the same keyword(s)

URL”- It is the address of the web page on the Internet.

URL Canonicalization” – It is the process of picking the best url when there are several choices, and it usually refers to home pages.

Link Building” – It is a Search Engine Optimisation technique which is used to get backlinks (or votes) for a website.
Link Acquisition” –Link acquisition is any content or feature within a website that somehow encourages viewers to place links to it from other websites.

Website Usability”- It means how easy it is for visitors to use your website.

Website Accessibility”- It means how accessible your web pages are to your visitors and search engines.

User Engagement”- It refers to the degree to which a visitor has been positively influenced by the website and is engaged to it.

Conversions”- Also known as goals. They can be orders, leads, downloads, page views, sign ups, traffic etc.

Conversion Rate”- It is the percentage of visits which result in goal conversions.

KPI”- KPI or Key Performance Indicator is used to measure how well an organization or individual is accomplishing its goals and objectives.

Link popularity”- It is the measure of the quantity and quality of inbound links (back links) to your website.

Confidential Information”- It includes but is not limited to, any and all fees, services, documents, recommendations, reports, e-mails, postal mail, courier or phone/skype consultation for the purpose of reporting, recommending or educating the client by FBADigital Solutions for carrying out search engine optimisation services.

4. Deliverables

FBA Digital Solutions is committed to provide following deliverables:

  1. Website Best Practice Audit: It provides (but it not limited to):
    1. Review of issues related to website usability, website credibility, websites accessibility, user engagement, legal issues and suggestions regarding how to fix them.
    2. Recommendations for avoiding/fixing negative SEO issues (keyword stuffing, duplicate content, URL canonicalization, hidden text, hidden links, sneaky redirects, keyword cannibalization etc.)
    3. Recommendations regarding content development. What type of content and content categories can attract additional traffic and links and can help in improving conversions (goals).
    4. Review of the client’s site traffic – how visitors find your website and where they come from.

We reserve the right to assign subcontractors; associates and partners assign in whole or as part of a project if needed, a multidisciplinary approach.

A website audit can be purchased as a separate service by the client which we charge a one-time fee of £250.00 + VAT.

  1. Keyword Research Report – It provides list of keywords that can bring highest volume of relevant traffic to the website along with their search volume. It also provides longer tail keyword suggestions, which may not bring volumes of traffic but can potentially trigger a higher conversion rate.

If keyword Research is purchased as a separate service by the client we charge a one-time fee of £100.00 + VAT

  1. Website Optimisation – We advise to fix any issues we have identified, so that the website works for the client’s business and is able to convert relevant traffic into sales or leads. Onsite optimisation can be taken against your monthly hourly campaign or can be purchased at a separate cost POA.
  2. On-page optimisation– We may modify the title tags, meta tags, content, HTML code and other on-page factors of a client’s website to make it more relevant to search engines (Google and Bing) for the targeted keywords. We aim to improve keyword positioning/placement to attract additional traffic to the site.
  3. Link Building – We acquire/request/write for and submit links from a vast array of websites to improve the search visibility of your website in the search engines.
  4. Link Acquisition/Viral Content Development– We may develop and promote content (press releases, articles, guest blog posts,) which help in getting additional traffic and links to your site.
  5.  Social Media Optimisation– We may provide advice on social media optimisation and how you can integrate social activities within your website.
  6. SEO Reporting – We continuously monitor the effectiveness of our SEO campaign via an automated online reporting system, which is, updated daily.

5. Payment Terms

Invoices are provided monthly on or around the date you start your campaign and all invoices must be cleared within 14 days. All SEO campaigns are for a minimum of 1 year unless outlined in a separate offer.

Client agrees to pay the fee for monthly SEO services and confirms this via telephone/email/online form. All payments shall be made in £ (GBP great British Pounds), unless otherwise agreed by FBA Digital Solutions. Any incidental cost related to the SEO Services provided to the client like long distance telephone calls, shipping, postage, courier and travel will be reimbursed to FBA Digital Solutions by the client. If the client decides to end the project for lack of funds, change in focus or for any other reason other than which violates any term of this agreement, then the client is required to pay for all the work FBA Digital Solutions has done up to the time that client notifies FBA Digital Solutions not to continue with the project charged at hourly rate of £75.00.

6. Assignment of Specific Rights

For the purposes of receiving professional SEO services, Client agrees to provide the following:

  1. Give FBA Digital Solutions FTP and other back-end admin access to the web site to make changes to the site for the purpose of on-page optimisation.
  2. Permission to communicate directly with any third parties, e.g. your web designer, if necessary.
  3. Full access to existing website traffic statistics for analysis and tracking purposes.
  4. Client authorizes FBA Digital Solutions use of all client’s logos, trademarks, Web site images, content etc., for use in creating articles and any other uses as deemed necessary by FBA Digital Solutions for search engine optimisation.
  5. If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. FBA Digital Solutions can create site content at additional cost to the Client. If Client is interested in purchasing content from FBA Digital Solutions, it can be provided at additional cost.

7. Non-Disclosure Agreement

At any time during or subsequent to contract period, client agrees to keep in strictest confidence and trust all of the FBA Digital Solutions confidential information to which the client has access. The client will not use or disclose the FBA Digital Solutions confidential information without the written consent of FBA Digital Solutions. Client agrees not to attack/criticize FBA Digital Solutions or any of its employees, associate’s or partner’s publicly (on public forums, blogs, social networks etc.) at any time during or subsequent to contract period. Similarly client agrees not to seek for SEO advice on SEO forums, blogs, community groups or any social media in a way which brings bad name to the company or any of its employee’s, associate’s or partners. In case of breach of non-disclosure agreement, client agrees to pay FBA Digital Solutions a reasonable cost for damages.

8. Disclaimer

Client acknowledges the following with respect to SEO services from FBA Digital Solutions:

  1. All fees are non-refundable.
  2. FBA Digital Solutions has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. Client’s web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
  3. Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms, and other competitive factors, FBA Digital Solutions does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase, or search term.
  4. FBA Digital Solutions assumes no liability for ranking, traffic, indexing issues related to penalties. Consequently client understands that ranking new websites is much more difficult than ranking old and established sites and he should not have unrealistic expectations about rankings, traffic and revenues.
  5. New websites may get temporary boost in ranking for some targeted keywords for few days but then it settles down to its real place. This is known as ‘new site boost effect’ and it is quite common. Consequently the client understands that a new site has not really got top rankings within a month and soon it will revert down to its actual position.
  6. Occasionally, search engines will drop listings for no apparent reason. Often, the listing will reappear without any additional SEO efforts.
  7. A website search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, SEO efforts made by the competitors or both.
  8. FBA Digital Solutions makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc.) if any party without the prior consultation of FBA Digital Solutions destroys the SEO work either wholly or in parts, either knowingly or unknowingly. SEO work is considered to be destroyed either wholly or in parts if following changes (but are not limited to) are made to a website by any party other than FBA Digital Solutions or without first consulting FBA Digital Solutions:

i.            Changes in the file(s) or folder(s) name.

ii.            Putting a file in a different folder or putting a folder in another folder or sub domain.

iii.            Making changes in the head section of a document like changing the text in the title tag, removing certain HTML tags required for site authentication.

iv.            Deleting a link, folder, file, and web document or sub domain.

v.            Modifying text on a web document like changing the formatting of the text or repositioning the text.

vi.            Removing analytics code from the web page which is used to track website traffic.

vii.            Linking out to any website without prior consultation of the FBA Digital Solutions.

viii.            Adding a file, folder, web document, widget or any functionality.

ix.            Renaming URLs of existing web documents.

x.            Taking down the website or part of the website.

xi.            Renaming, re-locating, adding or removing any file, folder or sub domain on a web server including Web Documents, Robots.txt, Htacess File along with Sitemap.xml, rss.xml etc.

xii.            Changes in the site architecture

xiii.            Changes in the anchor text

xiv.            Making any changes on an optimized web page

xv.            Uploading a new website to the domain.

xvi.            Duplicating content either on the website or releasing it online through other websites.

  1. FBA Digital Solutions makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc.) if:
  2. The client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to FBA Digital Solutions for inclusion on the website above are owned by the client, or that client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend FBA Digital Solutions and its subcontractors from any liability or suit arising from the use of such elements.
  3. The client fails to resolve FBA Digital Solutions queries on time.
  4. Makes delays in providing required access, documents, permissions or any support for Search Engine Optimisation purpose
  5. Fails to make necessary changes to the website as and when advised by FBA Digital Solutions for carrying out the Search Engine Optimisation services.
  6. There is a server outage for prolonged time on client’s site.
  7. Client refuses to educate himself about SEO. The client must understand that educating himself about SEO is essential so that he can find out where his money is going, why SEO is a time-consuming but a good long-term marketing strategy.
  8. FBA Digital Solutions is not responsible for the Client overwriting SEO work. The Client will be charged an additional fee for re-constructing, re-optimizing content/web pages, based on the hourly rate of £100.00 per hour.
  9. The client understands that his SEO alone can’t be held responsible for his site’s success or failure. The client understands that he needs to work as partner with his SEO provider, give him the necessary time and commitment and follow his advice/suggestions seriously and on time to make his marketing campaigns a success.

9. When this contract comes to an end or Cancellation

This contract comes to an end when everything specified in the contract has been done. It can also end if there is a breach of contract and either party decides to cancel it. The contract can also be ended by mutual agreement of the parties involved in contract or when it becomes impossible to carry out the obligations specified in the contract like due to man-made calamities (riots, acts of terrorism, war etc.) or natural calamities (like flood, hurricane, earthquake, volcanic eruption etc.). Contracts can be cancelled with 30 days written notice after the initial 30 days.

10. Governing Law and Jurisdiction

Governing law means that that’s rule of interpretation and legal remedies applies in case of any dispute arising out of the contract. Jurisdiction means the place where your dispute will be heard. This Agreement (Contract) shall be governed by the laws of Britain and the British court in respect of any dispute or difference between the client and FBA Digital Solutions arising out of this Agreement (Contract). Any dispute or difference can also be resolved outside the court by appointing an independent third party (also known as arbitrator) on mutual agreement of the client and FBA Digital Solutions. However in this case arbitrator’s decision is considered to be final and cannot be disputed or appealed in the court of law.

This contract is all-inclusive however if there is a verbal or written agreement that exists between the two parties stated in this agreement, they will be reviewed separately. By agreeing to this contract in writing via letter or email you agree that you fully understand this contract, you are legally competent and authorized to enter into the contract and you agree to this contract on your ‘own free will’ without any undue influence, misrepresentation of facts or by mistake. You also represent and warrant to FBA Digital Solutions that you have no interest or obligation which is inconsistent with or in conflict with this agreement or which would prevent, limit, or impair FBA Digital Solutions’ performance of any part of this agreement. You agree to notify FBA Digital Solutions immediately if any such interest or obligation arises.