Terms and Conditions
1. Services Provided
1.1. Scope of Services: Blue Sky SEO Marketing Agency, c/o Airedale Enterprise, Keighley agrees to provide digital marketing, SEO, local SEO, and website design services as detailed in the project proposal or contract agreed upon with the client. The Services may include but are not limited to:
- Development and implementation of digital marketing strategies tailored to the Client’s objectives.
- Search Engine Optimization (SEO) services aimed at improving the Client’s website visibility on search engines.
- Local SEO optimization to enhance the Client’s presence in local search results.
- Website design, development, and maintenance services to create or improve the Client’s online presence.
1.2. Service Delivery: The Provider will deliver the Services in accordance with the timelines and specifications agreed upon in writing with the Client. The Provider reserves the right to subcontract any part of the Services to third parties, provided that the subcontractors adhere to confidentiality obligations.
2. Client Responsibilities
2.1. Cooperation: The Client agrees to cooperate with the Provider and provide timely access to necessary information, resources, and approvals required for the provision of Services. This includes but is not limited to providing access to relevant accounts, website backend, analytics data, and any other materials necessary for the execution of the Services.
2.2. Accuracy of Information: The Client is responsible for the accuracy, completeness, and legality of all materials, content, and information provided to the Provider for use in the Services. The Provider shall not be liable for any consequences resulting from inaccurate, incomplete, or unlawful materials provided by the Client.
2.3. Compliance: The Client agrees to comply with all applicable laws, regulations, and third-party agreements relevant to the Services provided by the Provider, including but not limited to copyright laws, data protection laws, and industry standards.
3. Payment Terms
3.1. Fees and Payment Schedule: Payment for the Services shall be as specified in the project proposal or contract. The Client agrees to pay the Provider the fees outlined in the agreed-upon payment schedule. Invoices are due within 14 days of receipt unless otherwise specified in writing.
3.2. Late Payments: Late payments may incur penalties or interest as specified in the agreement. The Provider reserves the right to suspend or terminate the Services if payments are not received within the agreed-upon timeframe, without prejudice to any other rights or remedies available to the Provider.
3.3. Expenses: The Client agrees to reimburse the Provider for any reasonable out-of-pocket expenses incurred in connection with the provision of Services, including but not limited to travel expenses and third-party service fees, provided that such expenses have been pre-approved by the Client in writing.
4. Intellectual Property
4.1. Ownership: All intellectual property rights related to work produced by the Provider in connection with the Services shall remain with the Provider until full payment has been received. Upon full payment, the Provider grants the Client a non-exclusive, royalty-free licence to use the final deliverables as specified in the project scope.
4.2. Client Materials: The Client retains ownership of any pre-existing intellectual property rights in materials provided to the Provider for use in the Services. The Client grants the Provider a non-exclusive licence to use such materials solely for the purpose of providing the Services.
5. Confidentiality
5.1. Confidential Information: Both parties agree to keep confidential any proprietary or confidential information disclosed during the provision of Services, including but not limited to business plans, strategies, financial information, and technical data (“Confidential Information”). The obligation of confidentiality shall survive the termination of this agreement.
5.2. Exceptions: Confidential Information shall not include information that: (a) is or becomes publicly known through no breach of this agreement; (b) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (c) is rightfully received from a third party without breach of any obligation of confidentiality.
6. Termination
6.1. Termination by Either Party: Either party may terminate this agreement upon 14 days’ written notice to the other party. The Client agrees to pay for all Services provided up to the termination date as outlined in the agreement.
6.2. Immediate Termination: The Provider reserves the right to suspend or terminate the Services immediately if the Client breaches any material provision of this agreement, including but not limited to failure to make timely payments or failure to provide necessary cooperation or information.
7. Limitation of Liability
7.1. Extent of Liability: The Provider’s liability for any claim arising out of or related to the Services, whether in contract, tort (including negligence), or otherwise, shall be limited to the total fees paid by the Client for those Services during the six (6) months preceding the date of the claim.
7.2. Exclusion of Consequential Damages: In no event shall the Provider be liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits or revenue, arising out of or related to the Services provided under this agreement, even if the Provider has been advised of the possibility of such damages.
8. Governing Law and Dispute Resolution
8.1. Governing Law: This agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles.
8.2. Dispute Resolution: Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity, or termination, shall be resolved through good faith negotiations between the parties. If the dispute cannot be resolved through negotiations, it shall be finally settled by arbitration in accordance with the rules of [Arbitration Institution] by [number] arbitrators appointed in accordance with said rules.
9. Amendments
9.1. Amendment and Waiver: Any amendments or modifications to this agreement must be made in writing and signed by authorised representatives of both parties. No waiver of any provision of this agreement shall be effective unless in writing and signed by the party against whom the waiver is to be enforced.
10. Miscellaneous
10.1. Independent Contractors: The parties are independent contractors, and nothing in this agreement shall be construed as creating a partnership, joint venture, or employer-employee relationship between the parties.
10.2. Severability: If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
10.3. Entire Agreement: This agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
This detailed terms and conditions document covers all essential aspects of your services, ensuring clarity and legal protection for both parties involved. Adjust and customise it further based on specific legal advice and your business requirements.