Zero Three Digital Terms & Conditions
ACCEPTANCE OF TERMS
1.1 These Terms and Conditions (“Terms”) govern the relationship between you (“the Client”) and Zero Three Digital Ltd (“the Agency”), a company registered in the United Kingdom, in relation to the provision of the services we provide. By entering into an agreement with the Agency, the Client agrees to be bound by these Terms. If you do not agree with any of the provisions contained herein, you must not use Zero Three Digital Ltd services.
1.2 These Terms apply to all orders. For purposes of definition orders are signed purchase orders, email confirmation, telephone confirmation or confirmation in writing of a quote being accepted. Receipt of order by you, constitutes your acceptance that our conditions are the only conditions that apply to the contract. In addition payment of your first invoice by you, constitutes your acceptance of our terms and conditions.
1.3 Your agreement and business relationship is with Zero Three Digital Ltd, for the term of your project and any hosting or ongoing work thereafter. Registered address: 61 Harpur Street, Bedford, Bedfordshire, England, MK40 2SS
1.4 Quotations must be signed off in writing, agreed via email or telephone conversation, and orders are accepted subject to our right to adjust prices due to an increase in wages, taxation, production costs, or other reasonable increases. Zero Three Digital Ltd will carry out work specified within the quotation document. Quotations are only valid for 30 days and all prices are subject to VAT.
1.5 Any discounts are offered on the strict understanding that the accounts are paid by the due date. We reserve the right to invoice for any such discounts on accounts which become overdue.
1.6 Your access to and use of Zero Three Digital Ltd’s website (“the Website”) is subject exclusively to these Terms and Conditions. You will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions.
1.7 By using the Website you are fully accepting the terms, conditions and disclaimers contained in this notice. If you do not accept these Terms and Conditions, you must immediately stop using the Website.
SERVICES
2.1 Zero Three Digital Ltd agrees to provide the Client with SEO services, as agreed upon in writing between the parties, which may include but are not limited to keyword research, on-site optimisation, content creation, link building, and reporting.
2.2 Zero Three Digital Ltd will use its best efforts to improve the Client’s website’s visibility and ranking on search engines. However, the Client acknowledges and agrees that Zero Three Digital Ltd cannot guarantee specific rankings or results, as search engine algorithms and ranking factors are beyond Zero Three Digital Ltd control.
2.3 Zero Three Digital Ltd is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
2.4 For the purposes of receiving professional SEO services, the client agrees to provide the following:
Administrative/backend access to the website for analysis of content and structure.
Permission to make changes for the purpose of optimisation, and to communicate directly with any third parties.
Unlimited access to existing website traffic statistics for analysis and tracking purposes.
Access to a client email address (@domain or gmail) for the purposes of requesting links.
Authorisation to use client pictures, logos, trademarks, website images, pamphlets, content, etc., for any use as deemed necessary by (Company name) for search engine optimisation purposes.
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.
2.5 The client must acknowledge the following with respect to SEO services:
All fees are non-refundable.
All fees, services, documents, recommendations, and reports are confidential.Zero Three Digital Ltd has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, Zero Three Digital Ltd does not guarantee #1 position or consistent top 10 positions for any particular keyword, phrase, or search term.
Some search directories offer advanced listing services for a fee. If the Client wishes to engage in said advanced listing services (e.g., paid directories, ads), the Client is responsible for all paid inclusion or expedited service fees.
Linking to “bad neighbourhoods” or getting links from “link farms” can seriously damage all SEO efforts. Zero Three Digital Ltd does not assume liability for the Client’s choice to link to or obtain a link from any particular website without prior consultation.
2.6 Additional Services not listed herein (branded copywriting, blitz campaigns, additional consulting, etc.) can be provided for an additional fee that can be given upon request of said additional services.
2.7 Zero Three Digital Ltd is not responsible for the Client’s overwriting SEO work to the Client’s site or online assets. (e.g., Client/webmaster uploading over work already provided/optimised). The Client may be charged an additional fee for re-constructing content, based on the hourly rate agreed in the package.
INVOICING AND PAYMENT TERMS
3.1 Unless otherwise agreed or stipulated, our standard invoicing terms are payment in advance using our payment gateway that will be sent via a link and invoice. Without payment in advance, we can not begin the work agreed.
For work on websites, apps or development projects, our standard terms are 50% upfront as a non-refundable deposit invoice to be paid before work commences upon accepting instructions. A further 25% is invoiced upon design approval or when a proofing link is emailed and no more work will be carried out until that invoice is settled. The final 25% will be invoiced upon completion /delivery / sign off and must be paid. If no requests for amendments are provided, or the client fails to provide content and/or instruction within four weeks, the final 25% will be invoiced and is payable. All website invoices must be paid in full prior to go-live* unless otherwise stipulated in the initial agreement.
*Please note that we do everything we can to keep a project on track. Content collation is often underestimated. If you are unable to provide all your content by the time we have done your build, it does not mean we have not done our job. Once your site is built and ready to go live, whether it has placeholder images or dummy text we will issue our final invoice.
3.2 All fees are exclusive of Value Added Tax (VAT) or other applicable taxes, which the Client shall be responsible for paying in addition to the fees.
3.3 Any costs for print production must be paid in advance of a job going to print and must be settled before print delivery date. Print jobs will only be despatched when payment is settled in full. We cannot be held responsible for delays caused in waiting for funds to clear.
3.4 Zero Three Digital Ltd does not offer credit terms. Invoices that have been agreed on terms are payable within 14 days of the dated invoice, and any late payments will incur a cost of 5% per month above the Bank of England base rate. In the event of late or missed payments, Zero Three Digital Ltd reserves the right to take down any website and or project work without notice.
3.5 Payment is currently acceptable by payment gateways, BACS or immediate transfer. Please note that we do not accept cheques.
3.6 Clients must raise objections to invoices within 48 hours of the date of the invoice. Any failure to object within this period is deemed as acceptance of the invoice.
CONFIDENTIALITY
4.1 Both parties agree to keep all information relating to the other party’s business confidential and not to disclose it to any third party, unless required by law or with the prior written consent of the other party.
LIMITATION OF LIABILITY
5.1 To the maximum extent permitted by law, Zero Three Digital Ltd liability to the Client for any losses or damages arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall be limited to the amount of the fees paid by the Client to Zero Three Digital Ltd in the 12 months preceding the event giving rise to the liability.
5.2 In no event shall Zero Three Digital Ltd be liable to the Client for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, revenue, data, or business opportunities.
TERMINATION
6.1 Either party may terminate the agreement by giving the other party 30 days’ written notice.
6.2 Upon termination, the Client shall pay Zero Three Digital Ltd for all services rendered up to the date of termination, and Zero Three Digital Ltd shall deliver to the Client any work completed up to the date of termination.
GOVERNING LAW AND JURISDICTION
7.1 These Terms and the relationship between the Client and Zero Three Digital Ltd, shall be governed by and construed in accordance with the laws of England and Wales.
7.2 Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.
CHANGES TO WEBSITE
8.1 Zero Three Digital Ltd reserves the right to:
(a) change or remove (temporarily or permanently) the Website or any part of it without notice, and you confirm that Zero Three Digital Ltd shall not be liable to you for any such change or removal; and
(b) change these Terms and Conditions at any time, and your continued use of the Website following any changes shall be deemed to be your acceptance of such change.
LINKS TO THIRD PARTY WEBSITES
9.1 The Website may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.
COPYRIGHT
10.1 All copyright, trademarks and all other intellectual property rights in the Website and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website) are owned by or licenced to Zero Three Digital Ltd or otherwise used by Zero Three Digital Ltd as permitted by law.
10.2 In accessing the Website you agree that you will access the content solely for your personal, non-commercial use. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder. This excludes the downloading, copying and/or printing of pages of the Website for personal, non-commercial home use only.
10.3 Ownership of Client-Specific Creative Works: Unless otherwise agreed in writing, all copyright, trademarks, and all other intellectual property rights in creative works produced for clients, including but not limited to adverts, images, graphic designs, and textual content created as part of our services, shall be the property of Zero Three Digital Ltd.
10.4 Client Use of Creative Works: The Client is granted a non-exclusive, non-transferable license to use the creative works produced by Zero Three Digital Ltd for the duration and scope of the project as agreed upon. This license extends only to the specific purposes for which the works were created and does not permit the Client to repurpose, distribute, or alter the works without the express written permission of Zero Three Digital Ltd.
10.5 Restrictions on Third-Party Use: Creative works produced by Zero Three Digital Ltd for a client cannot be used, copied, reproduced, modified, or distributed by any third party, including other agencies or competitors, without the prior written consent of Zero Three Digital Ltd. This restriction applies irrespective of whether the third party has access to the works through the Client or any other means.
10.6 Consent for Use: Any requests for permission to use, adapt, or distribute the creative works produced by Zero Three Digital Ltd should be directed to us in writing. Zero Three Digital Ltd reserves the right to refuse consent or to impose conditions on the granting of consent, including but not limited to the payment of a fee.
10.7 Attribution: Where applicable and unless otherwise agreed, Zero Three Digital Ltd reserves the right to be credited for the creative works produced for the Client. The nature and manner of such attribution will be as agreed upon.
DISCLAIMERS AND LIMITATION OF LIABILITY
11.1 The Website is provided on an “AS IS” and “AS AVAILABLE” basis Zero Three Digital Ltd without any representation or endorsement made and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
11.2 To the extent permitted by law, Zero Three Digital Ltd will not be liable for any indirect or consequential loss or damage whatsoever (including without limitation loss of business, opportunity, data, profits) arising out of or in connection with the use of the Website.
11.3 Zero Three Digital Ltd makes no warranty that the functionality of the Website will be uninterrupted or error-free, that defects will be corrected or that the Website or the server that makes it available are free of viruses or anything else which may be harmful or destructive.
11.4 Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of Zero Three Digital Ltd for death or personal injury as a result of the negligence of Zero Three Digital Ltd or that of its employees or agents.
INDEMNITY
12.1 You agree to indemnify and hold Zero Three Digital Ltd and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Zero Three Digital Ltd arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website.
SEVERANCE
13.1 If any of these Terms and Conditions should be determined to be invalid, illegal, or unenforceable for any reason by any court of competent jurisdiction then such Term or Condition shall be severed, and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.
ACCESS TO WEBSITE
14.1 You may access most areas of the Website without registering your details with us. Certain areas of the Website are only open to you if you register.
14.2 By accessing any part of the Website, you shall be deemed to have accepted this legal notice in full. If you do not accept this legal notice in full, you must leave the Website immediately.
14.3 Zero Three Digital Ltd may revise this legal notice at any time by updating this posting. You should check the Website from time to time to review the then current legal notice, because it is binding on you. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on particular pages at the Website License.
14.4 You are permitted to print and download extracts from the Website [for your own use] on the following basis:
(a) no documents or related graphics on the Website are modified in any way;
(b) no graphics on the Website are used separately from the corresponding text; and
(c) Zero Three Digital Ltd ‘s copyright and trademark notices and this permission notice appear in all copies.
14.5 Unless otherwise stated, the copyright and other intellectual property rights in all material on the Website (including without limitation photographs and graphical images) are owned by Zero Three Digital Ltd or its licensors. For the purposes of this legal notice, any use of extracts from the Website other than in accordance with agreed terms for any purpose is prohibited. If you breach any of the terms in this legal notice, your permission to use the Website automatically terminates and you must immediately destroy any downloaded or printed extracts from the Website.
14.6 No part of the website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without Zero Three Digital Ltd’s prior written permission.
14.7 Any rights not expressly granted in these terms are reserved.
ADVICE
15.1 The contents of the Website do not constitute advice and should not be relied upon in making or refraining from making, any decision.
CONTACT INFORMATION
16. 1 If you have any queries or concerns regarding these Terms and Conditions, please contact us using the contact information provided on the Website.
