Terms and Conditions
The following terms and conditions refer to Spaghetti Agency Limited (“The Agency”) and its relationship with its clients and potential clients. “The Client” or “You” shall be any person, company or entity who enters into a contract with The Agency. The Agency’s estimate/quote/proposal and any subsequent contract entered into will be subject exclusively to the Terms and Conditions set out below.
By contracting The Agency to work for You, You acknowledge that You agree to be bound by this version of these Terms and Conditions.
General Terms & Conditions of Business
- This Agreement takes effect on the date on which You order services. Acceptance of these terms is an absolute condition of the Client requesting work. An order constitutes acceptance of all our Terms and Conditions.
- Headings, numbering and summaries are included in this Agreement for convenience only and shall not affect the construction or interpretation of this Agreement.
- These Terms & Conditions apply to the Contract to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- No addition, alteration, substitution or waiver of these terms and conditions will be valid unless expressly accepted in writing by The Agency or a person authorised to sign on its behalf.
Quotes & Prices
- A job is confirmed when The Agency receives an email/call from You stating clearly that You are commissioning the work, or You click on ‘accept’ from an electronic proposal. If You are contracting on behalf of any group of individuals other than yourself alone, or on behalf of a company, You warrant that You are authorised to enter into a contract on behalf of that group of individuals or company.
- All quotes are valid for 30 days from the date of submission.
- Quotes are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote/estimate may therefore be subject to change should the client’s requirements change at any time.
- Projects are usually agreed on a price-per-project basis unless otherwise specified. For copywriting or graphic design work, three drafts (the first one and two rounds of editing) are included in the price quoted. Substantial alterations, additional revisions, changes, and extensions to the project are charged at an hourly rate. Copy and design corrections must be advised within 30 days of submission of first drafts and or proofs. After this period, they become chargeable at the hourly rate.
- Unless otherwise stated, photography, stock images, print, delivery, and VAT will be charged extra.
- Quotes/estimates are based on the Agency’s current costs of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.
- Any estimates given by The Agency as to the time of completion or performance of its services (whether completion of the whole or a part of those services) shall be estimates only and time shall not be of the essence.
- Any stated timescale is reliant upon the client providing all required information/copy/images within the time set out at project initiation.
Supply of Services
- Spaghetti Agency Limited shall provide its services diligently and faithfully and shall use reasonable endeavours to promote the client’s interests or train the client to do so.
- The Agency reserves the right to sub-contract the fulfilment of an order or any part thereof.
- The Agency gives no warranty or undertaking as to the effectiveness or success of creative work, reports, plans or consultancy or as to the achievement of any of the objectives therein or as to the consequences of implementing any recommendations contained therein. The client accepts that it has full responsibility and The Agency has no responsibility for the success or failure of its products and for achieving sales targets or other measures of commercial performance.
- Should the Client supply text, artwork or images, the Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the end product shall be made at the entire risk of the Client.
- For graphic design work, any images supplied electronically will be incorporated into designs without charge provided that they are of suitable quality. Images sourced from external image libraries may incur additional licence/royalty charges payable by the Client.
- Whilst some email and telephone support may be provided as part of the Service, excessive use of this support will be charged at an hourly rate. You will be notified when this becomes relevant.
- Any additional work or variations to the proposal will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by both parties, in writing, before work commences.
SEO (Search Engine Optimisation)
- SEO is a long-term strategy which is why We recommend a minimum 6 month term on each campaign to allow The Agency to achieve maximum results.
- If the baseline rankings at campaign start are not in the top 500 in Google then improvements in rankings may be achieved more slowly.
- The Agency cannot control any updates to Google’s core algorithm that may cause fluctuations during the SEO Campaign and may mean the ranking increases come at a slower pace.
- Any recommendations from the initial site audit not implemented by You at the start of the campaign may lead to the campaign as a whole not being as effective overall so The Agency cannot take any responsibility for this.
- Many of the backlinks We create as an ongoing part of the campaign are not meant for humans. They are re purely meant for indexing by ‘Google Bot’ to pass link equity back to your site.
- We cannot be held responsible if the SEO work is destroyed, in part or in full, knowingly or unknowingly because You, or another party has made changes to your website or content without prior consultation with the Agency.
Website Hosting and Email Terms & Conditions
- The Agency offers website hosting and database hosting services through the use of third party providers and is subject to requirements set out in these Terms and Conditions and any other relevant terms and conditions, policies and notices which may be applicable to the supply of hosting services.
- Below is a summary of the main points covered in these terms:
- Whilst The Agency and our suppliers will always endeavour to give You the best possible level of service, We cannot guarantee 100% availability of service.
- The Agency and our suppliers accept no responsibility for any losses caused through a loss of service.
- Your service will be removed if You fail to pay in time or misuse the service.
- The Agency will not be liable for any costs to restore your service once it has been removed. Specifically, any websites with databases will require reprogramming once they have been removed from their original server.
Website and Email Content and Use
- Domain names are registered for a minimum term of 12 months from the date of registration. Should the client request that The Agency cancels a domain name or transfers control of a domain to another registrar before the end of the minimum term, the client’s remaining payments for the domain name will become due immediately.
- The Agency makes no representation and gives no warranty as to the accuracy or quality of information received by any person via the Server and We shall have no liability for any loss or damage to any data stored on the Server. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which You place or allow to be placed on your web pages. You warrant that You are authorised to promote and/or provide any information which You promote and/or provide on your web pages (for example if You are providing financial information, that You hold any necessary authorisation under all relevant legislation including the Financial Services Acts).
- You represent, undertake and warrant to The Agency that You will use the website allocated to You only for lawful purposes. In particular, You represent, warrant and undertake to The Agency that:
- You will not use the Server in any manner which infringes any law or regulation or which infringes the rights of any third party, nor will You authorise or permit any other person to do so.
- You will not host, post, publish, disseminate, link to or transmit:
- Any material or information which is unlawful, infringing, threatening, abusive, malicious, defamatory, obscene, indecent, blasphemous, profane or otherwise objectionable in any way.
- Any material containing a virus or other hostile computer program.
- Any material or information which constitutes, or encourages the commission of a criminal offence, or which threatens, harasses, stalks, abuses, disrupts or violates the legal rights (including rights of privacy and publicity) of others, or which infringes any patent, trade mark, design right, copyright or any other intellectual property right or similar rights of any person which may subsist under the laws of any jurisdiction.
- You are entirely responsible for any civil or criminal liability that is incurred as a result of any use of your web pages. If You post or allow to be posted a defamatory or libellous message, it is You that will be deemed to have published it and You shall be liable for the consequences of it.
- The Agency and its suppliers reserve the right to remove any material which are deemed inappropriate from your website without notice.
- If You advertise or offer to sell goods or services via your web pages, You undertake to provide goods in conformity with any description and warranties made. You agree to comply with all relevant legislation including Advertising and Broadcast regulations, Consumer Credit Acts and Trades Descriptions Acts. If You are advertising goods in the course of a trade or business this must clearly be so stated.
- Payment for any advertising campaign is made directly between You and the PPC Advertising platform (e.g. Google, Facebook, Instagram). It is your responsibility to ensure your payment and VAT details are up to date with the PPC Advertising platform. The Agency are not liable for any underperformance of a Campaign because of incorrect payment details or insufficient funds.
- The Agency will always endeavour to stay within the budget You specify. Should our actions, or inaction, cause the budget to be exceeded We will be liable for any overspend in excess of 10% of the agreed budget, subject to clause
- Any changes to the budget need to be submitted to The Agency in writing. You should allow up to three (3) working days for those changes to be put into effect.
- We cannot guarantee the position of any PPC keyword, phrase or search term.
- If You, or your representative changes, or adjusts adverts We have created You are solely responsible for the performance of that advert.
- PPC advertising may be subject to the individual PPC Advertising Network’s policies and procedures. Each edit or change made to such policies and procedures may affect the Campaign and You acknowledge that this is outside Our control. We will endeavour to rectify any negative effects on the Campaign arising from an edit or change to these policies and procedures.
- A Search Engine or PPC Advertising Network may drop a listing for no apparent or predictable reason. If the listing does not reappear in the Search Engine or PPC Advertising Network within a reasonable period of time We will re-submit the Resources based on the current policies of the Search Engine or PPC Advertising Network.
Training & Workshops
- A Delegate’s place is not secured on a Workshop until payment has been received.
- Delegate substitution may be made. The Agency must be notified, as soon as possible, in writing of the change of Delegate and provided with the new delegate’s contact details.
- You may defer a Delegate’s place on a Workshop to the same course being run at a later date, providing the date of the new course is within 6 months of the original course date. You will only be allowed to defer once.
- It may be necessary for The Agency to change the content and timing of a Workshop, the trainer, the date or the venue. In the unlikely event of the Workshop being cancelled by the Agency, a full refund will be made unless You transfer your booking to an alternative date/venue for the Workshop. For all bookings, the Agency’s liability shall be limited to the amount of the fee actually paid to them by You. For this reason, You are encouraged to not to book travel or accommodation more than two weeks prior to any Workshop date.
- In the unlikely event of a replacement Workshop being cancelled by the Agency, a full refund will be made.
- Where the Agency will be delivering training or a Workshop on your premises, You agree to provide a full and safe working environment for their staff and contractors.
- You agree to ensure that the Agency’s staff and any sub-contractors engaged by them are informed of all relevant health & safety requirements of your site at the outset of any Services performed.
- You agree to have in place suitable employer’s liability and public liability insurance at all times that the Services are performed by the Agency on your premises.
- You will be responsible for your employees and all obligations under these Terms, including but without limitation payment for Services. You shall use all reasonable efforts to ensure that any employees booked on training courses attend such courses.
- The Agency reserves the right to invoice an additional amount for courses where the agreed maximum number has been exceeded, unless agreed upon prior to the course date. The Agency does not offer discounts for fewer delegates attending.
- Due to unforeseen circumstances, The Agency may need to cancel booked courses. In such cases We offer the replacement future booking free of charge. We do not provide compensation packages for courses that do not proceed.
- You can request to reschedule a Course providing the new date is within 3 months of the original date. A course may only be rescheduled once. If the request to reschedule is made within four (4) weeks of the original course date a rebooking fee may be charged.
Invoices and Payment
- All charges payable by The Client for the Services shall be in accordance with the scale of charges and rates published from time to time by The Agency. The Agency reserve the right to change pricing at any time.
- Payment is not contingent on the results of implementing recommendations contained in reports, plans, or training courses or on the success of advertising and marketing campaigns executed or managed by or using work delivered by the Agency, its employees or its associates.
- Additional charges may be applied for travel, accommodation and subsistence depending on the location where the Services are to be provided and the Term of this Contract. All additional charges will be agreed with You in advance.
- Any disbursements incurred during the carrying out of the Services on your behalf will be added to your next Invoice. No disbursements will be incurred without your prior approval.
- Payment is required in full within 7 days of the date on the invoice, or before work starts, unless agreed in writing. Bank account details are listed on every invoice. Payment can be by standing order, credit card, or bank transfer. Cheques are subject to a £10 administration fee.
- In the event that this Contract is terminated by You prior to completion of the Services but where the Services have been partially performed, the Agency will be entitled to pro rata payment of the Price to the date of termination provided there has been no breach of contract on their part.
- All invoices are subject to UK VAT at the current rate. All payments must be in UK Pounds Sterling. Our VAT number is 173 4233 21.
- Where a deposit is required, the balance shall be due upon completion of the work, unless otherwise agreed in writing in advance. Clients who are consistently late payers will be asked to pay an upfront deposit or full payment in advance before any new project can be started. If the Client’s payment is returned by the bank as unpaid for any reason, The Client will be liable for a charge of £50 for each occurrence.
- If payment of the price or any part thereof is not made by the due date, We may:
- Cancel the Contract or suspend any further provision of the Services to You with immediate effect. Any such period of suspension shall be disregarded for contractual time limits previously agreed for the completion of the Services,
- Exercise our statutory right to charge interest at 8% above the Bank of England base rate on late business debts under provisions in the Late Payments of Commercial Debts (Interest) Act 1998.
- Apply a charge of £10 (to cover administrative expenses and not as a penalty) per reminder for overdue payment submitted to You. We shall be entitled to submit such reminders on a weekly basis once the fees have become overdue.
- Charge You the costs of recovery of any outstanding amount including legal costs and disbursements.
- You shall be responsible for providing the Agency with the necessary login details to make posts and for providing copy and/or information necessary for them to ensure posts are fully effective.
- For the purposes of receiving professional SEO services, You agree to provide The Agency with the following:
- back-end admin access to Your web site to make changes to the site for the purpose of on-page optimisation.
- Permission to communicate directly with any third parties, e.g., your web designer, if necessary.
- Full access to existing website traffic statistics for analysis and tracking purposes.
- The Authority to use of all Your logos, trademarks, Web site images, content etc., for use in creating articles and any other uses as deemed necessary by The Agency for Search Engine Optimisation.
- If Your site is lacking in textual content, You will provide additional text content in electronic format for the purpose of creating additional or richer web pages. Alternatively, The Agency can create site content at additional cost to You if the provision of such was not included in the original quote.
- You retain full responsibility for maintaining Your social media profile, website and analytics tools and all links and content contained therein.
- It is Your responsibility to upload any email lists and to ensure that these have been obtained lawfully and in compliance with Data Protection Regulation.
- You shall commit to doing Your utmost to provide any content or copy to the Agency at least 24 hours before a campaign is due to start.
- You acknowledge that Our ability to provide the Services is dependent upon Your full and prompt co-operation as well as the accuracy and completeness of any information and data You provide to the Agency. Accordingly, You shall, in a timely manner, provide The Agency with access to, and use of, all information, data and documentation reasonably required by The Agency for the performance by them of their obligations under the Contract.
- You agree to follow The Agency’s reasonable instructions and procedures with respect to the Services. You agree to provide them with all relevant information and images, in an acceptable format, as requested by them prior to project commencement.
- You shall be responsible for signing off any content and images The Agency creates on your behalf in a timely manner.
- Work shall be deemed to be completed if no client feedback is received for 30 days from submission of any draft or proof.
- The Agency shall not be required to create or publish any content which in their opinion is, or may be of, an illegal or libelous nature or an infringement of the proprietary or other rights of any third party. They shall be indemnified by You in respect of any claims, costs and expenses arising out of any libelous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any Copy created for You. The indemnity shall extend to any amounts paid on a solicitor’s advice in settlement of any claim.
- Where The Agency are required to perform the Services on your premises, You agree to provide a full and safe working environment for their staff and contractors.
- You agree to ensure that the Agency’s staff and any sub-contractors engaged by them are informed of all relevant health & safety requirements of your site at the outset of any Services performed.
- You agree to have in place suitable employer’s liability and public liability insurance for when the Services are performed by the Agency on your premises.
- For retained Services, either party may terminate this Contract at any time by giving one (1) months’ notice in writing to the other party, subject to sub-clause 6.6.
- For ad-hoc Services You may terminate this Contract at any time by giving immediate notice subject to sub-clause 9.6.
- If the Client cancels a training course or workshop (in house or public workshop) more than 30 days before the scheduled date, no fee is payable. If it cancels with 30+ days’ notice, 50% of the agreed fee is payable. If it cancels within 29-8 days, 75% is payable. If it cancels within 1-7 days, 100% of the fee is payable.
- On termination of contract, Spaghetti Agency Limited will endeavour to help The Client move on with minimum disruption. For websites, upon cancellation, Spaghetti Agency Ltd agrees to provide a static copy of the website (“Site Rip”) if requested by You. You accept that any dynamic functionality will not be present in the Site Rip, including but not limited to form, editing, and e-commerce functionality.
- Spaghetti Agency Limited agrees to transfer control of client domain names to a registrar nominated by the client, upon payment of an administration fee. You accept that Spaghetti Agency will not renew registration of any domain name after cancellation, and that failure to nominate a registrar will therefore lead to the expiry of domain names concerned.
- Upon cancellation of social media management, services will cease at the end of the agreed month, at which point The Client is advised to change access passwords. The Agency will keep assets including images securely electronically for a period of 3 years, after which they will be deleted.
- The Agency reserves the right to terminate the Contract with immediate effect in the event of any of the following:
- You commit a material breach of the Contract and, in the case of a breach capable of being remedied, fail to remedy it within a reasonable time of being given written notice from the Agency to do so; or
- You commit a material breach of the Contract which cannot be remedied under any circumstances; or
- You pass a resolution for winding up (other than for solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
- You cease to carry on Your business or substantially the whole of Your business; or
- You are declared insolvent, or convene a meeting of creditors or make or propose to make any arrangement or composition with Your creditors; or
- A liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of Your assets.
- All notices of termination of the Contract should be submitted to the other Party in Writing
Indemnity & Liability
- You shall indemnify The Agency and keep us indemnified and hold us harmless from all liabilities, actions, claims, proceedings, losses, expenses (including reasonable legal costs and expenses), costs and damages, howsoever suffered or incurred by us in consequences of your breach or non-observance of this Agreement, or arising out of claims based upon or relating to our work for You or any claim brought against us by a third party resulting from the provision of any Services to You and your use of them.
- The Agency will notify You promptly of any claim for which the Agency seeks specific indemnification at the currently supplied address. The Agency will afford You the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to the Agency’s interests, as reasonably determined by the Agency and/or its legal representatives.
- Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury resulting from the negligence of that party or their employees, agents or subcontractors, for fraudulent misrepresentation or concealment or for any other liability that cannot be in any way excluded or limited at law.
- Except as otherwise expressly provided in the Agreement:
- The Agency’s liability to You in contract, tort, negligence or otherwise arising out of or in connection with the Agreement or the performance or observation of its obligations under the Agreement shall be limited in aggregate to the monthly charges paid by You to The Agency under the Agreement; and
- The Agency shall not be liable in contract, tort, negligence or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, any loss of profits, business, contracts, goodwill, revenue or anticipated savings) or any special, indirect or consequential losses or any destruction of data arising out of or in connection with the Agreement.
- This indemnification will survive the termination of this Contract.
- The Agency shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) Act of God, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may by written notice to the Agency elect ‘to terminate the contract and pay for work done and materials used’, but subject thereto shall otherwise accept delivery when available.
Communication and Contact
- You are responsible for ensuring that You have the right to use any Intellectual Property Rights when You provide any text, image or representation (“Materials”) to Us for incorporation into the Services and You hereby grant or agree to procure the grant of (as applicable) an irrevocable licence to The Agency to use such Materials for the purposes of providing the Services for the duration of the Contract.
- You shall be responsible for ensuring that the contents of Materials which You have contributed or approved are not in contravention of legislation, decency, marketing rules or any other third-party rights. The Agency shall be entitled to reject and delete such material without incurring any liability. In addition, the Agency shall be entitled to cancel the contract.
- You shall indemnify the Agency against all damages, losses and expenses suffered or incurred by us because of the Materials which You have contributed or approved being in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any Intellectual Property Rights of a third party.
- The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above.
- Copyright in promotional copy and design artwork created by The Agency is retained by Spaghetti Agency Limited until the invoice for that work has been paid, at which point copyright is assigned to the client.
- Exclusivity is not guaranteed as the Agency treats each individual business or organisation in a bespoke and confidential fashion.
- The Agency is willing to sign Non-Disclosure Agreements when relevant.
- If You wish to discuss an exclusive contract with The Agency, on a retainer basis, there will be a premium attached to the Fees as this will restrict The Agency from obtaining work from a similar business within a specified geographical radius.
- The Agency will not terminate the contract of an existing client to meet the needs of a new client.
Confidentiality & Data Protection
- Confidential Information (the “Confidential Information”) refers to any data or information relating to your business which would reasonably be considered to be proprietary to You including, but not limited to, Output Material, business processes and client information and that is not generally known in your industry and where the release of that Confidential Information could reasonably be expected to cause You harm.
- All written and oral information and material disclosed or provided by You to Us under this agreement is Confidential Information regardless of whether it was provided before or after the date of this agreement or how it was provided to Us.
- On the conclusion or termination of the Contract both parties shall cease to use all copies of confidential information obtained from the other except in so far as the law requires the information be retained in which event it shall be kept until such period is over and, in any event, kept strictly confidential under the provisions of this clause.
- ‘Data Protection Legislation’ refers to all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).
- Both parties shall ensure that they, their employees, agents and sub-Contractors shall observe the requirements of all UK Data Protection legislation and any amendments or revisions thereto in the provision and use of the subject matter of the Contract and personal data processed under it and shall comply with any request made or direction given to the other which is directly due to the requirements of such Legislation.
- All personal information that The Agency may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of UK Data Protection legislation and your rights under that legislation.
- The Agency may use your personal information to:
- Provide Services to You;
- In certain circumstances, and with your consent, We may pass your personal information on to credit reference agencies. These agencies are also bound by UK Data Protection legislation and should use and hold your personal information accordingly.
- We shall take the same care as We use with our own confidential information, to avoid, without Your consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of Your business or operational information which You have designated as confidential.
- The Agency may approach You after a project is complete for a testimonial to be included in The Agency’s portfolio, marketing information, or website. The Agency may use all or part of a completed project in the portfolio, marketing information, or website UNLESS the Client specifically declines.
Other Important Terms
- If any of the provisions of this Agreement are judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced.
- You acknowledge that no joint venture, partnership, employment, or agency relationship exists between You and the Agency as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of the Agency. You agree that the Agency will not be liable by reason of any representation, act or omission to act by You.
- These conditions and all other express terms of the contract shall be governed and constructed in accordance with the laws of England and You hereby submit to the nonexclusive jurisdiction of the English courts.
Please read the Terms and Conditions of Business carefully. If You have any queries, please contact us.
When You are satisfied that You understand and agree to be bound by the Terms and Conditions stated please email us to confirm your instructions.