Terms and Conditions

Terms and Conditions

This Service Agreement is made between Finixio Digital Marketing Services (which is known as “the Agency”) and the entity identified in the associated order form (“the Client” or “you”). The order form and any additional documents provided by the Client are incorporated into this Agreement by reference (collectively, “Order Form”). This Agreement outlines the terms governing the provision of Search Engine Optimization and Reporting Services (collectively referred to as “SEO Services”) purchased by the Client from the Agency.

Definitions

  • SEO – Search Engine Optimization: The process of improving ranking in search engine results
  • OSO – Organic Search Services: Maximizing your site(s) with organic content to increase your search engine ranking.
  • PSM – Paid Search Marketing: Optimization of Adverts purchased for a fee charged by the advert host.
  • SMS – Social Media Services: Improving your social media “brand” value to improve your social media profile visibility and brand awareness.

TERM AND TERMINATION

The period indicated in the Order Form determines when this agreement goes into force. Any party or side can cease this Agreement by giving the other party written notice as a request, which will take effect thirty (30) days after receiving it. The agency may terminate the Agreement under these conditions: a) Immediate termination if the customer fails to pay any fees as required. b) Termination if the Client fails to cooperate or clogs the Agency’s ability to perform the agreed-upon SEO Services.

The Client must pay all outstanding invoices and any other amounts due to the Agency for the Services provided under this Agreement. Suppose the Client engages a third party to provide the Services during the notice period. In that case, the Client is obligated to pay the Agency an amount equivalent to what the Agency would have earned had it provided the Services during that time.

SEO SERVICES:

Our Agency will provide a strategy according to your needs and requirements to raise the exposure of the client’s website and enhance its search engine ranks for proper keywords and search phrases. The client’s website may need to be modified as part of the SEO Services, including revisions to links, titles, metadata, content, structure, and other aspects that affect keyword rankings and visibility.

The Client is responsible for providing members required to work with our Agency and implement the suggested SEO changes. Management, maintenance, and operation will fall under the client’s exclusive horizon. The Agency shall retain ownership of all SEO implementations on the Client’s websites, platforms, or applications until the assignment is finished and full payment is received.

FEES: LIMITATIONS ON REFUNDS AND CANCELLATION FEES

The Client agrees to pay all fees specified in the Order Form to the Agency. Remuneration and assignments will be reviewed annually or earlier if the Client’s requirements significantly change. Both parties must confirm any revisions in writing. Our agency has the right to make payments based on the estimated time given. We can also modify costs every six months to account for the time spent on the services. The earlier agreed fee will be due until an agreement is achieved or the contract is terminated if a settlement is not for yearly review. All remaining dues must be paid once the Agreement is acquired.

The Client will receive an invoice monthly from the Agency, for which payment is expected within five days of the invoice date. The Agency may discontinue the Services if payment is not received within ten days. All fee or commission payments will be invoiced and paid in the currency the Agency is comfortable with. Those costs are unless otherwise agreed in writing. If you want additional services beyond the original scope, both parties must negotiate terms, conditions, and compensation in good faith.

Travel and other out-of-pocket expenses incurred by the Agency or its employees at the Client’s prior written request or outside the scope of regular duties will be billed to the Client at cost. A query on a specific item in an account does not affect the payment due date for the remaining balance. The lack of a Client purchase order or job number does not justify non-payment. All fees, costs, and amounts invoiced to the Client are exclusive of Value Added Tax (VAT) or other local taxes, which will be added to invoices at the applicable rate as required by law. The Agency reserves the right to charge interest on overdue amounts at the appropriate local interest rate or the Bank of England base rate plus 2%, whichever is higher.

If credit is purchased through the Finixio Digital Marketing Services platform or via an invoice from Finixio Digital Marketing Services, and payment has been received and acknowledged by the company, the purchasing party (the Client) has 12 months from the date of payment to book services that will fully utilize the purchased credit.

Finixio Digital Marketing Services retains the right to reject any further service bookings after 12 months if the Client does not obtain enough services to use the remaining credit balance. Finixio Digital Marketing Services will decide whether to allow additional service bookings after 12 months.

If the Client has a remaining balance after 12 months, the Client waives any right to a full or partial refund of the outstanding credit balance.

It is unnecessary to identify purchased credit as “credit” in the invoice description when obtained through the Finixio Digital Marketing Services platform or an invoice from the company’s website. Descriptions might include details on specific services, workflows, times, schedules, or consulting, but they are not required. If such terminologies are used in the app order or invoice, then we will regard them as “credit” and manage them according to the conditions outlined in section 4.

Client’s responsibility:

  • The Client agrees to provide us with FTP access to its websites for uploading new pages and making modifications necessary for SEO Services optimization or authorizing a third party for these tasks.
  • To build informational pages and for any other reason the Agency deems essential for search engine positioning and optimization, the Client grants the Agency permission to utilize all of the Client’s trademarks, logos, website images, and other assets.
  • Suppose the client’s website needs more text material. In that case, they will provide more pertinent text in electronic format to facilitate the production of new web pages.

To improve the website’s SEO, the client agrees to supply content, such as 200–500-word articles, that is concentrated on each of their desired keyword phrases.

Search Engines:

Unless otherwise agreed in writing, the Agency’s contracts with search engines and suppliers for the Client’s paid search marketing will adhere to the respective search engines’ and suppliers’ current standard terms, conditions, and contracts. Unless local laws specify otherwise, the Agency will act as the principal in all dealings with search engines, suppliers, and other service providers. The rights and liabilities related to the placement of advertisements will correspond between the Client and the Agency, as well as between the Agency and the various search engines and suppliers under their respective agreements.

The Client acknowledges and accepts that Terms and rates are subject to change based on agreements made with the relevant search engines and suppliers. The client must use all standard trading terms from search engines and other vendors. If the Client’s actions or deletions breach the conditions of the relevant search engines, suppliers, or the Agency, the Client agrees to pay compensation to all of them.

Client acknowledgment:

The Client understands, acknowledges, and agrees that:

  • The Agency has no control over search engines’ or directories’ policies regarding the types of sites and content they accept now or in the future.
  • The Client’s website(s) may be excluded from any search engine or directory at any time, at the sole discretion of the search engine or directory entity. The Agency will resubmit any pages that have been dropped from the index.
  • Some search engines and directories may take between two (2) to four (4) months, or longer, after submission to list the Client’s website(s).
  • Occasionally, search engines and directories may stop accepting submissions indefinitely.
  • For any reason, listings may be removed from search engines and directories and may resurface without further submissions. If a listing does not reappear, the agency will resubmit the website(s) in accordance with the current policies of the relevant search engine or directory.
  • The Agency advises the Client to take advantage of the expedited listing services that specific search engines and directories provide for a price. Unless otherwise noted on the Order Form, the Client bears all accelerated service expenses.

Website Changes:

The Agency is not liable for any changes made to the Client’s website(s) by third parties that negatively impact the search engine or directory rankings of the Client’s website(s).

Additional services not specified in this Agreement or the Order Form will be available at up to £75 per hour. The Agency will not be held responsible for any SEO Services work the Client overrides on their website(s). Should the need arise to reconstruct meta-tags, keywords, content, or similar elements, the Client will incur an additional fee based on the hourly rate of up to £75 per hour.

INDEMNIFICATION 

In the event of (a) any content provided by the Client, including images, photos, graphics, audio clips, video clips, text, data, or any other information (collectively referred to as “Client Content”), the Client agrees to reimburse and hold harmless Finixio Digital Marketing Services, including its subsidiaries, affiliates, officers, agents, co-branders, partners, and employees from any claims, damages, liabilities, costs, and expenses, including reasonable legal fees.

(b) Claims that the Agency’s use of the Client Content infringes upon the intellectual property rights of any third party. To qualify for such defense and payment, Finixio Digital Marketing Services must: (i) Provide the Client with prompt written notice of any claims. (ii) Give the client complete control over the defense and participate entirely in all associated discussions.

DISCLAIMER OF ALL OTHER WARRANTIES

Finixio Digital Marketing Services cannot guarantee that the SEO Services will meet the Client’s expectations or requirements. The Client assumes all risks regarding the quality and performance of the services. Except as expressly stated in this Agreement, the Agency provides its services “as is” and without warranties.

The parties agree that (a) The limited warranties outlined in this section are each party’s sole and exclusive warranties. (b) Each party disclaims all other warranties, whether express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose, related to this Agreement, performance or inability to perform under this Agreement, the content, and each party’s computing and distribution systems.

Suppose any condition of this Agreement is found to be unlawful, void, or inoperative for any reason. In that case, that provision will be considered dissociable from the Agreement and will not affect the validity and enforceability of the remaining provisions.

LIMITED LIABILITY

Finixio Digital Marketing Services shall not be liable to the Client for any indirect, special, exemplary, or consequential damages. This includes but is not limited to, any implied warranty of merchantability or fitness for a particular purpose, as well as claims related to the failure of the software contained on rented or owned servers of the Client. In addition, the Agency disclaims all liability for implied warranties resulting from contracts, transactions or course of performance, lost profits, or claims arising under this Agreement due to strict liability, carelessness, or breach of promise.

This covers any performance problems arising under this Agreement and data loss, even if the Agency has been aware that such losses may occur. There shall be no refunds issued. The Agency makes no warranty, whether express or implied, concerning any third-party products, third-party content, or any software, equipment, or hardware obtained from third parties. The Client is solely responsible for backing up and reinstalling the entire system in case of software failure.

The Client REPRESENTATIONS

The Client guarantees that any text, graphics, photos, designs, trademarks, or artwork provided to Finixio Digital Marketing Services are owned by the Client or that the Client has obtained the necessary permissions from the rightful owner(s) to use these materials.

The client agrees to indemnify Finixio Digital Marketing Services and its subcontractors from any claims, lawsuits, or liabilities and confirms their rights to the provided materials.

The Client agrees to comply with all applicable laws, taxes, and tariffs related to Internet electronic commerce. The Client will be solely responsible for adhering to any regulations and will protect Finixio Digital Marketing Services from any claims, suits, penalties, taxes, or tariffs arising from the Client’s e-commerce activities.

Confidentiality for Finixio Digital Marketing Services

Parties must maintain the confidentiality of their proprietary or confidential information, including written or verbal agreements, trade secrets, business procedures, policies, memos, reports, records, computer-stored data, notes, and financial information, as per their contractual obligations.

Information that becomes public without the receiving party’s breach is excluded from confidentiality. Information that the receiving party has previously knowledge of or has lawfully obtained from a third party. The recipient compiles information on their own. Information is made public by a court order or through another legal procedure.

The parties consent to keep each other’s proprietary and confidential information private. No such information will be used for objectives not mentioned in the Agreement. Confidential or proprietary information is still solely the creator’s property. Equitable remedies may be sought by the non-disclosing party in cases of unauthorized use or disclosure. The Agreement’s confidentiality obligations are valid three years after the initial date.

Data Protection for Finixio Digital Marketing Services

The confidentiality provisions of this Agreement and any applicable data protection regulations will be rigorously adhered to in handling any information obtained from or on behalf of the Client. Only Finixio Digital Marketing Services will retain information for this contract, which will be handled per the General Data Protection Regulation (GDPR). The client will be solely in charge of ensuring that all data that Finixio Digital Marketing Services gathers and provides to the client throughout the performance of the contracted job complies with the Data Protection Act. Information is only kept as long as the contract is in effect and compliance with GDPR.

Failure to perform:

Suppose a circumstance beyond the control of either party arises, such as an act of God, labor disputes, civil disturbances, strikes (other than by the party’s employees or those of its subcontractors), lockouts, or the inability to obtain necessary source materials. In that case, neither party will be liable for delays or failures in their obligations. The impacted party shall be entitled to a reasonable extension of time to fulfill its obligations under the Agreement in such circumstances.

Relationship of Parties

This Agreement will regard the agency as independent when performing its services. Nothing in this Agreement creates a partnership, joint venture, or employment arrangement between the Agency and the Client.

The Client does not assume any obligations of the Agency, whether regulatory or contractual, through this Agreement, the Order Form, or otherwise.

Regardless of any clause in this Agreement, the Agency is not to be interpreted as the Client’s agent, nor does it have the power to act on the Client’s behalf in any way.

Notice and Payment

Any notice required under this Agreement must be in writing and delivered in person to the designated party’s address as listed in the Order Form. Any party may notify the other party in writing of an update to its address.

Jurisdiction

Wales and England courts have exclusive jurisdiction over disputes arising from this agreement.

Agreement Binding on Successors

This agreement is enforceable for both parties, their heirs, administrators, successors, and assigns.

Assignability

The Client may not assign this Agreement or any of its rights and obligations to a third party without the Agency’s written consent. The Agency reserves the right to assign subcontractors to ensure timely project completion.

Waiver

Without the Agency’s written consent, the Client may not assign this Agreement or any of its rights and duties to a third party. The Agency retains the power to designate subcontractors to guarantee that the project is completed on schedule.

Integration

This Agreement substitutes all previous agreements and serves as the party’s complete knowledge of one another. It cannot be changed or edited without the stakeholder’s explicit approval. The terms of this agreement supersede any conflicting documents.

No Inference Against Author

Since the party or its legal agent wrote this agreement, no term may be read against the party.

Disputes

The parties agree to try to settle any disagreement resulting from this Agreement by negotiation. Recognizing their shared interests, the parties will consult in good faith and work toward an equitable settlement that meets their needs. Senior executives having the power to resolve conflicts will negotiate on behalf of both sides.

Read and Understood

Each party agrees to be bound by the terms and conditions of this agreement, acknowledging that they have read it and fully understand it.

ADDITIONAL TERMS AND CONDITIONS RELATING TO PAID SEARCH MARKETING SERVICES

Where the Client engages Finixio Digital Marketing Services to provide paid search marketing services (“PSM Services”), the following terms apply:

  • Finixio Digital Marketing Services will actively manage, monitor, track, and measure all search engine marketing campaigns. The agency will promote the Client’s products and services (“Products”) on the Client’s website(s) and any successor or replacement sites.
  • The agency will handle relationships and payments with the relevant search engines or owners of the directories, operators, and administrators (“Search Partners”).
  • The agency will manage bid prices, listing terms, monthly budgets, and adding or removing listings. It will also create new listings and modify proposal amounts as necessary.
  • Our agency will provide, manage, and maintain the necessary technological applications to connect clients’ websites to Search Partners for efficient operation.
  • As specified in the MSA (Master Services Agreement), the agency will monitor and report on essential performance measures, such as the number of clicks, sales conversion information, ROI calculations, and pertinent actions of qualified customers.

These terms ensure a clear understanding of the scope of PSM services provided by Finixio Digital Marketing Services.

Payment for PSM Services

The fees outlined in the Service Agreement for PSM services exclude any application program interface (“API”) access or similar fees that a Search Partner may charge to Finixio Digital Marketing Services concerning the Client’s search marketing program.

The Agency reserves the right to charge the Client any such fees, and the Client agrees to pay the amount of these fees. If a Search Partner imposes a cost-per-click charge, the Agency will bill the Client for this cost.

Finixio Digital Marketing Services distributes API fees pro-rata across its PSM clients when a Search Partner charges a flat fee for API access.

The Agency will calculate the API cost per click for all clients and charge each a proportionate expense share.

A “Qualified Customer” refers to an individual or entity who places an order for the Client’s Products on the Client’s Website(s) within sixty (60) days of clicking through links associated with the Client’s keywords, titles, descriptions, listings, content, or data feeds displayed by any Search Partner or other promotional placement managed by the Agency.

A Qualified Customer also includes anyone who completes and submits the Client’s registration form within sixty (60) days of clicking through from the Client’s Offer as displayed by any Search Partner or other promotional placement managed by Finixio Digital Marketing Services.

“Monthly sales” are the net amount of products ordered by Qualified Customers in a calendar month, excluding fraudulent orders, transportation, packaging costs, insurance, and taxes, identified by the Client within five days.

Responsibilities of Client:

The Client is solely responsible for monitoring, operating, maintaining, and managing the content of the Website(s).

The Client must ensure uninterrupted navigation to the originating Search Partner web page, whether through a particular pointer or link, the “back” button on an Internet browser, closing an active window, or any other return mechanism.

The Client shall not use any intermediate screen or device not explicitly requested by the user, including, but not limited to, HTML popup windows or similar devices.

The Client is responsible for providing and approving relevant and appropriate offers so the Agency can manage and optimize the search engine placement of these Offers.

The Client acknowledges that a Search Partner may refuse to display or continue to display any of the Client’s Offers at its sole discretion, and neither the Agency nor any Search Partner shall be liable for such refusal.

The Client is solely responsible for all aspects of the relationship with persons and entities that purchase Products or submit registrations, including but not limited to:

  • We are establishing all prices for Products.
  • Accepting, processing, and fulfilling orders for Products.
  • Collecting payment, including all applicable taxes or other charges from Qualified Customers.
  • Managing returned Products and cancellations.
  • Ensuring that the sale of all Products complies with all applicable laws, including export control laws.
  • Determining customer service, warranty, and operational policies.
  • Accepting and processing registrations.
  • Satisfying all commitments or obligations resulting from completed registrations.
  • Ensuring that each registration and the information collected in processing is acquired and used in compliance with all applicable laws.

The Client shall provide the Agency with sales and marketing information related to the Products as it becomes available to assist the Agency in establishing relationships with Search Partners.

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The Client shall provide reasonable cooperation to the Agency in efforts to:

  • Improve the tracking and reporting of relevant information, including the number of clicks, sales conversion data, purchases made, or registrations submitted by Qualified Customers.
  • Implement and test the technology applications that link the Website(s) to Search Partners.

If the Agency’s remuneration is based on actions of Qualified Customers, any modifications, alterations, deletions, or other actions by the Client that hinder the Agency’s tracking ability will result in the Client paying the Agency the average Euro amount of remuneration earned per day during the seven (7) days immediately preceding the period of disruption for each day or pro-rata portion thereof.

The Client shall protect all the passwords, key passes, user IDs, or other login information (“Passwords”) provided for retrieving the Agency’s online program management and reporting tools.

If the Client makes any Passwords available to a third party, the Client must:

  • Require each third party to execute a written confidentiality agreement binding them to confidentiality obligations consistent with those imposed on the Client.
  • Be liable for all actions taken by that third party related to their access to the Agency’s online program management and reporting tools.

The Client is prohibited from sharing or distributing their passwords to anyone except as specified in this Agreement.

TERMS AND CONDITIONS RELATING TO THE SEO REFERRAL PROGRAM

Referrals cannot include existing clients with whom the Agency is already working.

Referrals from clients already referred to the Agency outside this program are prohibited.

Self-referrals by the Client’s own company are prohibited.

A free service must be used within six (6) months from the date the referred client pays the Agency. After six months, the free service is void.

Invoices for referral fees must be submitted within six (6) months from the date the referred client has paid the Agency.

The structure of the referral program is predicated on the income received from services provided, less any municipal or VAT taxes that are applied to the invoice that the referred client pays.

If the referrer sends the Agency a properly formatted invoice, the referrer will receive payment for their work within 30 days.

The agency’s administration maintains the right to alter, amend, or terminate the referral proposal’s terms at any time.

The agency’s administration has the right or command to reject any company attempting to enroll in the referral program.