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Supporting London based businesses with their Web & Digital success

1. DEFINITIONS

1.1 In these Terms, the following words will have the following meanings:

1.1a “Terms” means these terms of business;

1.1b “you” “your” “the Client” and similar expressions refer to the person, business, or company to whom we provide the Services as identified in these Terms, any related “Proposal” or the “Sign Off Form’;

1.1c “Sign Off Form” means any engagement letter or Terms, with the words “Sign Off Form” in its title, entered between you and us, separate or attached to or accompanying these Terms;

1.1d “Services” or similar means the Online Marketing Services, Search Engine Marketing (SEM), Search Engine Optimisation (SEO), Pay Per Click (PPC), Social Media Management, Social Media Advertising, Content Development, and/or any other Services to be provided by us to you subject to these Terms, any Proposal or Sign Off Form;

1.1e “One Off”, “Project” means a single Project of Services to be conducted over a short or specific period, separate and different from monthly Retained work;

1.1f “Retained”, “On-going”, “Monthly” or similar means the continuous, monthly delivery of Services, and payment thereof;

1.1g “we” “us” “our” “Consultant” “OM” “Onion Marketing Ltd” and similar expressions refers to Onion Marketing Ltd, or Onion Marketing Ltd t/a Square Balloon, any of its associates, and any third parties engaged by Onion Marketing Ltd, who are to provide the Services to you, either directly or through us;

1.1h “Proposal” and similar expressions refer to any document, or email, where we have outlined the Services, the process involved and the timeframe for delivery of the Services;

1.1i “Optimisation Progression”, “Monthly Progression of Services”, “Optimisation Process” or “Optimisation Plan”, and similar expressions refer to the part of the Proposal, or any document or email accompanying or separate to the Proposal, which outlines how the delivery of the Services will occur over the period the
Terms cover; 

2. AGREEMENT

2.1 These Terms and Sign Off Form, unless any other more up to date Terms or Sign Off Form with a more recent date exists, shall govern the provision of the Services by us to you to the exclusion of any other terms;

2.2 These Terms are applicable from the date they are signed by the Client and OM, or from the date you pay your first invoice from us for the Services;

2.3 We can decide at our discretion to delay the start of the Services until these Terms and the Sign Off Form relating to the Services have been signed by you and returned to us;  

2.4 Unless otherwise stated in the Sign Off Form, and for on-going Services, the initial contract is for 12 months, with a break clause at the end of the 6th month;

2.5 The Client may give notice at any time before the end of the 6th month, and the contract and Services will cease at the end of 6th month, in which case payment of all fees will be due up until the end of the 6th month as normal and as outlined in the Payment Terms below;

2.6 After the end of the 6th month and up until the end of the 12th month of the engagement the Client may not give notice, and after the end of the 6th month the Services will continue until the annual anniversary, therefore 12 months from the date the terms have been signed, and at which point the Services will continue to be delivered;

2.7 Following the anniversary of the contract start date, the Services will be subject to a 2-month rolling notice period, therefore 2-months written notice will be required to terminate the contract;

2.8 The contract may only be terminated between the end of the 6th month and the annual anniversary of the contract, if the Client can demonstrate a failure by us to deliver the Services or the level of Service detailed in the Proposal, or these Terms or any other plans agreed during the delivery of the Services, and then only after the Client has given us written notification of this failure and 30 days within which to explain and/or rectify the perceived failure to the Client’s reasonable satisfaction prior to any further action;    

2.9 The Client may not give notice, as described in clause 2.8, if the perceived failure in service is directly related to delayed feedback from the Client, and/or feedback and/or application of any recommendations by the Client or any third party engaged by the client;

2.10 We reserve the right to change these Terms at any time and a link to the latest version of the Terms will always be available via the website;

2.11 If we have agreed to any change to these Terms, that change must be made in an Addendum to these terms, the Addendum must be in writing either by post or in official email, where you (the Client) and OM have explicitly discussed and agreed to the change, any such changes do not affect or invalidate any other part of these Terms in any way; 

2.12 Any change made to these Terms, after the date they are originally signed, that affects a clause where we have previously agreed to a specific change with you in an Addendum, will be discussed and agreed with you in writing, either by post or by email, if any such change is not discussed and agreed with you the change will not be considered applicable to your Terms with us, but will not affect or invalidate any other part of these Terms or any other change to clauses within the Terms in any way;     

2.13 Updated and up to date versions of these Terms can be found here: https://www.squareballoon.co.uk/seo-t-s-c-s, the Terms found at that web address should always be considered the most up to date versions, for both Onion Marketing Ltd clients, and as described in clause 2.1, will be considered to be most recent, and applicable to the engagement between you and us;

2.14 You agree that you will review the up-to-date version of these Terms, and that payment to us in relation to our Services will be considered as agreement to any change/s in the Terms, and that the updated Terms will govern the provision of the Services by us to you to the exclusion of any other terms;

2.15 You agree that subject to clause 2.12 and 2.14 any changes to the terms will apply retrospectively, back to the date we were first engaged by you to deliver the Services, either by signed Terms, Sign Off Form, email agreement to the Services, or payment of the first invoice for the Services, whichever has the earliest date;

3. SERVICES/NATURE OF OUR APPOINTMENT

3.1 We shall plan, arrange, execute and administer the Services agreed in the Sign Off Form, Proposal or any email agreeing to the delivery of the Services;

3.2 The detail of these Services will be outlined in the Sign Off Form or an associated Proposal;

3.4 You agree to any timeframes or Optimisation Progression as outlined in the Sign Off Form or
associated Proposal;

3.5 Based on the Optimisation Progression, the Services will be planned to occur in specific months during our engagement, the exact date within the month the Services will be delivered is not defined however, and Services may be delivered at any time in that month;    

3.6 The Services will be delivered based on the Optimisation Progression; however, we reserve the right to adapt this progression based on either: requests from you which fit outside the agreed Services, delays in sign off or feedback from you on recommendations we have made, delays in requested and agreed website development changes to enable the progression of the Services, or any part of the Services becoming more time consuming or complicated than was originally anticipated and planned;

3.7 You agree to give us clear briefings on your proposed projects and requirements from us and give us all relevant information and facts required for us to deliver the Services, this includes prompt notification of any relevant changes to your business, marketplace, website, and any other marketing you are conducting during our delivery of the Services;

3.8 You understand that at various points during the delivery of the Services we will require your sign off on individual or groups of recommendations, and you agree to respond to these requests for sign off within seven working days, to allow us to keep to the agreed Optimisation Progression;

3.9 You agree that should your sign off not come in seven working days from request, we will continue with the delivery of services as stated under the Optimisation Progression as if sign off has been acquired, and that any subsequent change to how our recommendations are applied because of late response to our requests will delay the Optimisation Progression accordingly;

3.10 You understand that there are sometimes circumstances that mean we can't complete a piece of work as per the Optimisation Progression. These are sometimes related to a part of the Optimisation Progression being more complicated with some sites, more complicated technical issues, a higher volume of keywords to research, and/or a lack of feedback or sign off from you or any third party engaged by you that needs to complete work we have suggested, and that if such a delay occurs we will catch up on uncompleted tasks in the next months;

3.11 You understand that if the agreed Services include SEO, the first point at which the results of the work might assessed will be at the first agreed milestone, which will be the first keyword ranking report following the completion of the SEO work, this will typically be at the end of the first six months in the Optimisation Progression or at the end of a Project, you should not expect to see rankings progress before this;

3.12 You understand that changes may be required to your website, website content, social media channels, online display ads etc., based on our recommendations, and that unless specifically agreed in the Sign Off Form we will not apply these changes and the cost is not included in the fees quoted in the Sign Off Form, these Terms, or applicable Proposal;

3.13. You agree that and once any changes have been agreed to your website, website content, social media channels, online display ads etc., you will authorise these with your chosen web developer, designer, content writer, or any other applicable third party engaged by you, and enable them to deliver these changes in a timeframe that will allow us to keep to the agreed Optimisation Progression;

3.14 You understand that should any changes required to your website not be completed in a reasonable timeframe from the request, we will continue with the delivery of Services as stated under the Optimisation Progression, but that this will delay the Optimisation Progression accordingly;

13.15 You agree that we are not responsible for any changes applied to your site incorrectly by you, your website developer, or any third party, whether these changes were recommended by us or not, and that this includes, but is not exclusive to, incorrectly changing website URLs, incorrectly applying website redirects, incorrectly changing the structure of your site, blocking the site from indexing, applying changes or additions which slow down the site;

3.16 You agree that should the changes or delays to the Optimisation Progression outlined in clause 3.6 to clause 3.11 of these Terms occur, they shall not, in any way, be considered to be a breach on our part of these Terms, the Proposal or the Sign Off Form, and they will not affect the Payment Terms as outlined in clause 11 of these Terms, and you will be invoiced as agreed on a monthly basis at the agreed fee;  

3.17 You may request us in writing to change or cancel any plans or work in progress and we will take all reasonable steps to comply with any such request provided it is not in contravention of these Terms and/or the Sign Off Form;

3.18 If the Services as outlined in the Sign Off Form necessitate work to be done over a specified period then this and any notice periods applicable to the Services will also be outlined in the Sign Off Form;

3.19 We may engage a third party to deliver part of the Services we carry out for you;

3.20 If we use a third party, we will have no obligation to disclose which Services have been delivered
by a third party, the reason why we have chosen to use a third party for this part of the Services, or the
costs associated;

3.21 Unless otherwise specified and agreed, the costs of any third-party engaged by us, are included in the fees agreed within the Sign Off Form, this does not include the fees for any third-party engaged by you;

3.22 If you have engaged us to complete a Project, then the Sign Off Form will outline an expected timeline for the completion or a completion date for the Project, this will be calculated based on us receiving from you, information or responses to recommendations we have made to you regarding the Project within no more than three working days from the request for that information or the submission of the recommendations;

3.23 If during a Project, and without previous notification from you, we do not receive responses to requests for information or recommendations within three working days, we cannot be held responsible for the project timeline or date of completion being delayed, and we cannot, in any way, be considered to be in breach of these Terms, the Proposal or the Sign Off Form, and this will not affect the Payment Terms as outlined in clause 11 of these Terms;  

3.24 You agree that if you have engaged us for a Project, you will give us all the relevant information and facts required for us to deliver the Project within the expected timeline, and if during the project you stop giving us the information, feedback, responses, or instructions to go ahead with the recommendations we have made to you, and that are required to complete the Project, for more than three weeks following our request for such, you will be in breach of these Terms, and we will have the right to charge a cancellation fee equal to the full project fee, minus any deposit or advance payment made by you to us in respect of the project;

4. STANDARDS OF SERVICE

4.1 We will always aim to deliver the Services professionally;

4.2 We will give a clear explanation, either verbally or in writing, of why we believe the Services are right
for you; 

4.3 We will give clear reporting on the Services in a format and at intervals agreed between us;

4.4 If the engagement is outside of the first 6-month service period and the Client feels we have failed to deliver the Services or the level of service detailed in these terms, the Sign Off Form or Proposal, the Client must provide us with written notification and detail of this failure and give us 30 days within which to explain and/or rectify the perceived failure prior to any further action;

4.5 Following clause 4.4, if the Client has proven we have failed to deliver the Services as outlined in these Terms, any applicable Sign Off Form, and any applicable Proposal, and can show that despite the 30 days used to rectify the perceived failure, that we are still failing to deliver the Services, or level of service detailed in these Terms, the Sign Off Form or Proposal, the Client can then give notice of 2-months subject to clause 2.6, 2.7, 2.8 and 2.9;

5. SERVICE AVAILABILITY

5.1 Our main working hours are Monday to Friday - from 9:00 am to 5:30 pm GMT;

5.2 We will sometimes work on weekends and in the evenings, but this will be at no additional cost to you and will be as needed to ensure that the Services that were agreed are being delivered; 

5.3 We do not guarantee that we will work evenings or weekends at a clients request;

5.4 The Services we deliver will be spread throughout the month in which the Services have been agreed to take place rather than across a short period within the month; and normally during our main working hours;

6. RESPONSE TIMES

6.1 During our main working hours, you can expect a prompt response to any direct communication with us which will normally be within 48 hours of your communication;

6.2 From time to time there may be a delay in responding within the time stated above but we will always endeavour to respond as quickly as is reasonably possible;

7. NON-DISCLOSURE

7.1 We will hold in confidence all information and ideas of any kind (except as defined in Clause 7.7 below) relating to your business (hereinafter referred to as ‘Confidential Information’);

7.2 We will undertake to apply to all Confidential Information disclosed in accordance with the provisions of these Terms the same degree of care with which we treat and protect our own proprietary information against public disclosure;

7.3 All such Confidential Information shall not be disclosed to any third party without your prior written consent.  Where such consent is granted, disclosure shall only be made to a third party where such a third party accepts similar obligations of confidence to those contained in these Terms;

7.4 Copies or reproductions of the Confidential Information shall not be made except as reasonably necessary and all copies made shall remain your property.  All Confidential Information and copies thereof shall be returned to you automatically after the Services or within thirty days of receipt of a written request by you if the Services have not concluded;

7.5 We undertake not to use the Confidential Information for any purpose other than the purpose of the Services and to ensure that dissemination of Confidential Information is on a strict ‘need to know’ basis.

7.6 The obligations relating to the confidentiality and use of information and ideas shall survive for 24 months from the date termination of our Services to you;

7.7 For the purposes of these Terms information and ideas shall not be considered Confidential Information if such information and ideas:

7.7.1 are in or pass into the public domain other than by breach of these Terms by us; or

7.7.2 can be shown by us to have been known to us prior to the disclosure by you; or

7.7.3 are disclosed to us without restriction by a third party having full right to disclose; or

7.7.4 can be shown to have been developed by or for us independently of the disclosure; or

7.7.5 are approved for general release by your written consent; or

7.7.6 are required by law or any governmental or other regulatory authority to be disclosed;

8. LIABILITY

8.1 Under no circumstances shall we, our partners, directors, employees, consultants or associated third parties be liable for any indirect, consequential, incidental, special, punitive or exemplary damages, or for any loss of profits or revenue, or for any loss of website traffic, enquiries or conversions, due to the Services carried out on behalf of the Client, whatsoever or howsoever arising either during or after the Services have been completed, and that these limitations to our liability, which include but are not exclusive to those listed in Clause 13 of these terms, shall remain in perpetuity whether we are still engaged by the Client to deliver the Services or not;

8.2 The maximum liability of OM to the Client arising out of the delivery, non-delivery, performance or non-performance of the Services, whether under the law of contract, tort or otherwise, shall not exceed the total fee paid to Onion Marketing Ltd for the last one month's Services rendered under these Terms, this shall not include the spend on any advertising paid to third parties either through us or as recommended by us; and that these limitations to our liability shall remain in perpetuity, whether we are still engaged by the Client to deliver the Services or not;

9. RIGHTS

9.1 We retain no right to or ownership over any of your website content or code;

9.2 We retain the right to use your name, and company name in client lists and case studies to promote
our Services;

9.3 You retain no right to or over the Services beyond that which is agreed within the Sign Off Form;

9.4 We retain the right to all documentation and correspondence sent to you and you have no right to use any documentation or correspondence for any purpose not directly involving us, your direct employees or business partners nor to disclose this documentation and correspondence to any other third party without our prior written permission;

10. CONTENT MARKETING / LINK BUILDING BUDGETS

10.1 As part of the Services, we may buy content placements on third party websites, which will be directed to your website;

10.2 These (paid) ads, links, listings, or content placements will come in various forms including Directory links, Article links, News links, Blog post links, or individual Text links;

10.3 We are authorised by you to buy such advertising and/or inbound hyperlinks from third-party websites for you;

10.4 At agreed intervals, and at your request, we will provide you with a report that outlines the ads and links bought on your behalf;

10.5 You may request that any on-going ads and links be cancelled, and we will cancel these based on the terms of the media they have been placed on;

10:6 We will not be responsible for any paid placements which are not removed by the media; 

11. PAY-PER-CLICK / REMARKETING

11.1 As part of the Services, and in agreement with you, we may buy Pay-Per-Click advertising and/or Remarketing, on your behalf, which will be directed to your website;

11.2 These (paid) ads, will come in various forms including Pay-Per-Click (Google AdWords or Bing Ads), Remarketing, Display ads, and Social Media ads, and from advertising platforms such as Google AdWords, Bing Ads, Facebook, Google Display Network etc;

11.3 You agree that if we set up an account up for you on an advertising platform like Google AdWords or Bing Ads, we can agree the advertising platforms terms and conditions on your behalf, and it is your responsibility to find or request a copy of those terms and to review them;

11.4 You agree that you will pay for the advertising on these platforms directly to the platform and we have no responsibility over the billing, invoicing, or payment for any advertising, this is entirely your responsibility;

11.5 We have no obligation to supply invoices from the advertising platforms, you must log in to retrieve them yourselves, if you do not have a log in it is your responsibility to request a log in from us;

11.6 You agree and understand that each advertising platform may have different payment rules and it is your responsibility to comply with them;

11.7 You agree and understand that some platforms are based outside of the UK for billing reasons and there may be varied VAT or tax rules, and that these and accounting appropriately for these are entirely your responsibility;

11.8 You agree and understand that any budgets agreed, and money spent is exclusive of VAT, and VAT where applicable may be added on invoice;

11.9 As part of the delivery of advertising on these platforms we will change the campaign to try and improve performance, these changes can have negative as well as positive effects, and if negative effects occur, these are part of the ad optimisation process and you agree that any negative effects will not be seen as a failure to deliver the Services as agreed;

11.10 You agree and understand that as part of the Services, we may from time to time need to leave the account without changes for some time to monitor the effect of previous changes, these monitoring periods can be of any length of time as we see fit, and if the account sees no changes in these periods you agree that the lack of changes will not be seen as a failure to deliver the Services as agreed;

11.11 You agree that we shall have no liability whatsoever for loss of sales, enquiries, revenue or profit relating to the Services agreed as applicable to these advertising platforms, management for the advertising, changes in the advertising marketplace, changes to the way the advertising platform operates, or terms and policies, and changes of such, by the advertising platforms;

11.12 We will agree a monthly budget/spend for these platforms, and you agree that you have a duty, on an ongoing basis, to keep up to date with and check the budget allocated to and the sums spent through these platforms, either through the platforms invoicing interface or the reports we set up/send you to ensure they match your expectations and ability to pay, and that based on these checks you hold sole responsibility for the spend on these platforms, whether they match the original agreed budget/spend or not;

12. PAYMENT TERMS

12.1 Unless otherwise outlined in the Sign Off Form, standard payment terms for Retained Services are 15 days from invoice date, and payment terms for Projects are 50% in advance and 50% on completion;

12.2 On commencement of the Services either the first month’s fees are payable in advance for Retained Services or 50% of total fee are payable in advance for Projects;

12.3 Invoices will be sent to you either in advance for the first month of retained work, at the end of the month in which retained work has been completed, or 50% in advance and 50% on completion for project work;

12.4 Invoices must be paid bank transfer;

12.5 If any invoice is overdue or unpaid by more than 30 days then we have the right, at our option, to suspend the Services, or omit part of the Services until you have paid all outstanding amounts provided, and that such suspension shall not, in any way, be considered to be a breach on our part of these Terms or the Sign Off Form, and we have the right to claim payment of the overdue or unpaid invoice through the standard legal claims processes;

12.6 If any invoice is overdue by more than 30 days then we have the right, at our option, to charge interest on the outstanding amount at the rate of 5% per annum above the Bank of England base rate, calculated pro rata on a daily basis;

12.7 If you request for part or all of the Services to be delivered within a different timeframe either within the month or across any agreed engagement period, we reserve the right to charge additional fees and an estimate of these fees will be provided to you upon written request by you; 

12.8 If you request for changes to the Services, we reserve the right to charge additional or adapted fees, and an estimate of these fees will be provided to you upon written request by you;

12.9 If you cancel a Project before it is completed, either by communicating its cancellation in writing, by phone, or by breach of these Terms, then we reserve the right, at our option, to charge a cancellation fee equal to the entire agreed project fee, minus any deposit or advance payment made by you to us in respect of the project;      

13. SEO DISCLAIMER

13.1 SEO (Search Engine Optimisation) is an iterative process. As we work through the Services, and at different stages through the Services, we will apply different optimisation tactics to move the site to your desired goal. Throughout this process we might uncover new or additional tactics which are needed, and we cannot be held responsible for not identifying them or applying these tactics within the Services at an early point in the engagement;

13.2 Part of the search engines (Google etc.) approach to ranking a website is to appraise the inbound links (hyperlinks) that point to your site from other websites pages.  The search engines prefer a profile of inbound links that they consider ‘natural’, i.e. not artificially influenced by the owners or agents working on behalf of the owners of the website the links point to.  The Services we will offer you may include content placements and other strategies to aid the growth of these links (link building / acquisition), which will artificially influence the profile of your inbound links.  If you have agreed to such Services, as outlined in the Proposal, or Sign Off Form, or as outlined in clause 10 of these Terms, under no circumstances will we be held responsible for any such activity being identified by the search engines and then negatively affecting the keyword rankings of your website, your website traffic, enquiries or conversions you gain through your website, this includes receiving an ‘unnatural links’ notice or penalty from Google (either algorithmic or manual);   

13.3 We cannot be held responsible for gains in your keyword positions being eroded once our work
has stopped;

13.4 We cannot guarantee keyword rankings. All ranking predictions (if given) are merely estimates and we cannot be held responsible if keyword rankings are not achieved;

13.5 The search engines use algorithms to help determine your keyword rankings.  Because these algorithms regularly change, we cannot be held responsible for any reduction in rankings, website traffic, enquiries, sales, revenue or profit, due to a change, development or adaptation to any search engine algorithm, that then devalues or penalises any part of Services we have delivered, or any specific or broad characteristic of your website, business or marketplace; 

13.6 We cannot guarantee to identify a Google / Bing penalty, or suppression of site performance because of an algorithm change (including keyword rankings, website traffic, enquiries, sales) prior to our engagement to deliver the Services;

13.7 We cannot be held responsible for lack of results, e.g. improvements in rankings, website traffic, enquiries, sales, revenue or profit, because of a Google / Bing penalty, or suppression of site performance because of an algorithm change (including keyword rankings, website traffic, enquiries, sales) prior to our engagement to deliver the Services, whether we identify the penalty or suppression, or not;

13.8 Different search engines have different algorithms and therefore results may differ from one engine to the next. We cannot be held responsible for any differences across the search engines;

13.9 We do not take any responsibility or liability for any copyright infringements caused by materials submitted by you. We reserve the right to refuse to use any material of a copyrighted nature unless adequate proof is given of permission to use such material and if we, without previous knowledge of its copyright,
use this material on your behalf, under your instruction, you will indemnify us against any liability in relation
to the use of the material and you will be liable for any damages and legal fees incurred due to the
copyright infringement;

13.10 Part of the Services may include the online distribution of press releases or social media posts.  Once agreed by you and distributed, these will be within the public domain and may be copied, commented on, written about, syndicated and distributed to any other public media, on or offline, by third parties.  We cannot take responsibility or liability for the misuse or any misrepresentation that may occur because of the distribution of these press releases or social media posts.

13.11 Unless specifically described in the Sign Off Form, our Services are focused purely on the ‘UK’ focused versions of the search engines and we cannot be held responsible for non-UK search engines; 

14. APPLICABLE LAW

14.1 These Terms shall be governed and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out of or connected with this Agreement;   

15. TERMS UPDATED

15.1 These Terms were last updated on 10th Jan 2021

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