Scope
1.1. These terms and conditions of business (“the Terms”) shall apply to all agreements concluded between Amin Digital Marketing Ltd, a company incorporated in England under company number 15692976 whose registered office is at AMIN DIGITAL MARKETING LTD, 182-184 High Street North, East Ham, London (trading as and hereinafter called “Amin Digital”) and Amin Digital’s customers (hereinafter called “the Customer”). The Terms may only be derogated from by express written agreement between Amin Digital and the Customer.
1.2. An agreement concerning the delivery of Services from Amin Digital to the Customer shall be legally binding only when an order has been accepted in writing between the Parties (hereinafter called “the Order”). This shall occur either when Amin Digital has notified the Customer of its acceptance of the Order or when Amin Digital has started to perform the Services having received the Order, whichever happens first. The Order and any appendices to the Order may contain provisions supplementing or taking precedence over the present Terms of Business. Any subsequent amendments to the Order or Services added to or removed from the Order must be effected in writing and be accepted by both parties.
1.3. Services involved in the execution of an Order in accordance with the present Terms may cover, but shall not be limited to, consultancy services in connection with media and online marketing strategies, search engine optimization, pay per click marketing, social media management, social media marketing, social media advertising, web design and development, management of email campaigns, content creation (“the Services”).
Amin Digital Obligations and Warranties
2.1. Amin Digital warrants that it will perform the Services as stipulated in the Order using reasonable care and skill to conform with the Order specification.
2.2. The warranty set out in clause 2.1 is the Customer’s exclusive warranty and to the fullest extent permitted by law replaces all other warranties, whether express or implied, including but not limited to the implied conditions of satisfactory quality and fitness for a particular purpose.
2.3. Amin Digital shall be entitled to use other subcontractors to execute the Order provided always that Amin Digital shall remain liable to the Customer for the performance of the Services as if it had carried them out itself.
Customer’s Obligations and Indemnities
3.1. Where stipulated in an Order or as otherwise deemed necessary by the circumstances, the Customer shall provide all requisite assistance and technical information in sufficient time to facilitate the execution of an Order in accordance with any estimated delivery dates or milestones. The Customer shall have sole responsibility for ensuring the accuracy of all information provided to Amin Digital and warrants and undertakes that the Customer’s employees assisting in the execution of an Order have the necessary skills and authority.
3.2. The Customer shall be obliged as quickly as possible and within the agreed deadline to comment on/approve materials, including (without limitation) advertising copy, search terms, graphic material, submitted by Amin Digital. In addition, the Customer shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems or where it may otherwise be required.
3.3. The Customer shall be obliged to inform Amin Digital immediately of changes of domain names, websites, technical setup and any other material information regarding the technical infrastructure which may affect the services delivered by Amin Digital.
3.4. In the event that the Customer fails to undertake those acts or provide those materials required under this clause 3 within any agreed deadline (and at least within 3 months) Amin Digital shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not Amin Digital has been able to deliver them.
3.5. The Customer shall indemnify and keep Amin Digital indemnified fully against all liabilities, costs and expenses whatsoever and howsoever incurred by Amin Digital as a result of the performance of the services in accordance with the Order specification or the content of its advertising or web pages which result in claims or proceedings for infringement of any intellectual property rights or other proprietary rights of third parties, or for breach of confidentiality or contract or for defamation.
3.6. The Customer undertakes to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services including without limitation its obligations under the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000; Competition Act 1998 and the E-Commerce Directive and equivalent legislation and hereby agrees to indemnify and to keep Amin Digital indemnified in respect of any and all costs, claims or proceedings whatsoever brought against Amin Digital by any third party in connection with any breach of the same by the Customer.
Prices
4.1. Unless otherwise expressly stated, all prices shall be stated in British Pounds exclusive of VAT and other duties. In the event that duties are introduced or changed after the conclusion of an Order or cooperation agreement, Amin Digital shall be entitled to adjust the agreed prices accordingly.
4.2. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of intellectual property rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licences from third party owners and licensors.
4.3. Unless otherwise expressly stated, all prices shall be exclusive of shipment, including (but without limitation) costs for printing, transport, postage, messenger service, sending of emails and text messages.
4.4. For Orders that include the rendering of consultancy services, such as design and copywriting or project management, the price stated in the Order shall be a budgeted price estimate based on a qualified estimate of the number of man hours required. Consultancy services shall be invoiced in accordance with the actual number of man hours spent and on the basis of Amin Digital’s price list applicable from time to time. Amin Digital shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order. The budgeted price shall always cover one proof of the materials prepared.
4.5. For Orders which include the rendering of marketing services that are dependent on Internet user traffic, clicks, registrations, purchases or the like, the price stated in the Order for a given period shall be based on budgeted/estimated consumption and shall not constitute payment for an obligation to deliver the marketing services in the entire period.
4.6. If the price for a Service has not been agreed, the price charged shall be in accordance with Amin Digital’s price list applicable from time to time.
Payment
5.1. Amin Digital shall submit invoices in accordance with the Order but unless specified otherwise therein, Amin Digital shall be entitled to submit an invoice in connection with the conclusion of an Order (which for the avoidance of doubt means the date the contract is entered into). For consultancy services, Amin Digital shall be entitled to invoice up to 50 per cent of the budgeted price upon conclusion of the Order and subsequently every month according to Services consumed, on a pro rata basis or as agreed. For ongoing Services, Amin Digital shall be entitled to invoice monthly in advance or according to Services consumed, on a pro rata basis or as agreed.
5.2. Invoices shall fall due for payment within 14 days of the invoice date. The invoice number shall be stated on all payments.
5.3. In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the late payment of commercial debts (interest) at 1998 or at the rate of 2 per cent over the base rate of Barclays Bank Plc (whichever should be the higher). At Amin Digital’s discretion, a fee of £10 (to cover administrative expenses and not as a penalty) shall be charged per reminder submitted to the Customer. Amin Digital shall be entitled to submit such reminders on a weekly basis once the fees have become overdue for payment. Amin Digital expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums, the Customer shall be liable for all costs associated with collection efforts, including legal fees.
5.4. Late payment shall be considered as constituting a material breach of the Order entitling Amin Digital (at its discretion) to cancel the Order or to affirm the Order and assert the usual remedies for breach.
5.5. In the event that a Service cannot be delivered either in full or in part due to the Customer’s failure to assist or delay in assisting in the execution of the Order Amin Digital shall be entitled to charge to the Customer an amount, possibly estimated, corresponding to the amount that would have been due had the Service been rendered in accordance with the Order. Amin Digital shall be entitled to payment on the basis of Amin Digital’s price list applicable from time to time for any additional work required because of the Customer’s failure to assist or delay in assisting.