1. Definitions
1.1 For the purposes of this Agreement, the following terms are defined as:
- Agreement: Refers to these Terms and Conditions, along with the Specification and any verbal or email confirmations exchanged between the Client and Climb IT Agency Ltd.
- Client: The individual or business entity requesting digital marketing services from Climb IT Agency Ltd.
- Service or Order: Refers to any digital marketing work performed by Climb IT Agency Ltd as outlined in this Agreement.
- Specification: Details of the project as agreed upon between the Client and Climb IT Agency Ltd, communicated either verbally or via email.
- Climb IT Agency Ltd: The digital marketing agency located at Formal House, 60 St George’s Pl, Cheltenham, GL50 3PN, with company number 6858052.
1.2 These Terms and Conditions, including the Specification, shall be governed by the laws of England and Wales.
1.3 All services provided by Climb IT Agency Ltd are subject to these Terms and Conditions and any additional terms agreed upon at the time of the order.
1.4 In case of any conflict between these Terms and Conditions and any other agreement between the Client and Climb IT Agency Ltd, these Terms and Conditions will take precedence.
2. Order Acceptance
2.1 The pricing provided by Climb IT Agency Ltd is valid for 30 days from the date of the order confirmation. The agency reserves the right to revoke the offer if it has not received the Client’s acceptance within this period.
2.2 Upon receipt of payment and the necessary content from the Client, Climb IT Agency Ltd will initiate the project using reasonable efforts and in accordance with the order confirmation and this Agreement.
2.3 Climb IT Agency Ltd will notify the Client when a project or any portion thereof is ready for review. The Client must report any errors within 7 working days of the notification via email. If the Client is dissatisfied with any aspect of the service or project, such as content distribution, article placement, or link implementation, they should notify Climb IT Agency Ltd as soon as possible. The agency will strive to address the concerns and resolve them to the Client’s satisfaction where feasible.
2.4 If the Client requests any changes to the original order, Clause 3 will apply.
2.5 If no errors are reported within 7 working days from the finalization of the project, it will be considered complete, and payment will be due in accordance with Clause 5.
3. Client Responsibilities
3.1 The Client agrees to provide Climb IT Agency Ltd with necessary access to their website and other relevant platforms, enabling the agency to make required changes for the project. This access should be granted promptly, ideally within 7 days of request.
3.2 The Client must grant Climb IT Agency Ltd access to all relevant statistics, including traffic data, which may be needed for delivering the digital marketing services.
3.3 The Client’s intellectual property may be used by Climb IT Agency Ltd, if necessary, for the successful delivery of the agreed services.
4. Payment Terms
4.1 Payments for services must be made in accordance with the terms specified in this Agreement. Should the Client fail to make timely payment, Climb IT Agency Ltd reserves the right to halt or delay the work until payment is received in full.
4.2 In the event of non-payment, the Client may be subject to additional fees or penalties as specified in the Agreement.
5. Confidentiality and Data Protection
5.1 Both parties agree to maintain confidentiality regarding any sensitive information exchanged during the course of the project.
5.2 Climb IT Agency Ltd is committed to protecting the Client’s data in compliance with relevant data protection laws. The Client’s personal and business data will only be used for the purposes of delivering the agreed services.
6. Limitation of Liability
6.1 Climb IT Agency Ltd will make reasonable efforts to deliver the services with skill and care but does not guarantee specific results, including but not limited to rankings or traffic increases.
6.2 Climb IT Agency Ltd’s liability is limited to the total fees paid by the Client for the specific service in question.
7. Termination
7.1 Either party may terminate the Agreement with written notice if the other party breaches any significant terms and fails to remedy the breach within a specified period.
7.2 Upon termination, the Client is still responsible for payment for any services rendered up to that point.
8. Governing Law
8.1 This Agreement is governed by the laws of England and Wales, and any disputes will be resolved in the appropriate legal jurisdiction.
9. Amendments to an Order
9.1 Requesting Changes If the Client wishes to modify the original order, such requests must be submitted in writing via email to Climb IT Agency Ltd. Upon receiving the request, Climb IT Agency Ltd will assess the proposed amendments and discuss the details with the Client to ensure mutual agreement on the changes.
9.2 Additional Costs and Quotations Any adjustments to the original order may incur additional charges. Once the scope of the changes is agreed upon, the Client will receive a revised quotation specifying the costs involved. Payment for these amendments may need to be made before the updated work commences.
9.3 Agreement on Amendments Work on the requested changes will begin only after the Client provides written confirmation of the revised order via email. This ensures both parties are aligned on the updated terms and expectations.
9.4 Timeframe for Confirmation If the Client does not confirm the revised order within 7 working days of receiving it, the amendment request will be considered void. The project will then proceed based on the original terms, and payment will be due as outlined in Clause 5.
4. Client Obligations
4.1 Compliance with Laws and Regulations Climb IT Agency Ltd is not responsible for any legal or tax-related issues arising from the Client’s e-commerce operations. The Client must ensure compliance with all relevant laws and regulations.
4.2 Timely Provision of Information The Client must promptly provide all necessary information or materials requested by Climb IT Agency Ltd. If the required content is not submitted within 20 working days, the order may be canceled, and no further work will be undertaken.
4.3 Accountability for Work Completion The Client acknowledges responsibility for the successful completion of tasks outlined in the order. Delays caused by the Client’s failure to provide necessary materials or feedback may result in missed deadlines, for which Climb IT Agency Ltd will not be held accountable.
4.4 Confidentiality of Access Details The Client is responsible for safeguarding all passwords and access details related to their project. Any breaches or unauthorized access due to inadequate security measures will be the Client’s responsibility.
5. Payment Terms
5.1 Payment Schedule Payments are generally required upfront, with invoices due within 7 days of issuance. For Link Accounts, the balance is due upon project completion or when deemed complete, as per Clauses 2 or 3. Climb IT Agency Ltd reserves the right to pause work if payments are overdue.
5.2 Invoice Settlement All invoices must be settled within 7 days of the due date unless alternative arrangements are agreed upon with the Client’s Account Manager or the Credit Control Team. Late payments may result in service suspension until the outstanding balance is cleared.
5.3 VAT on Services All quoted prices are exclusive of VAT, which will be added at the prevailing rate during billing.
5.4 Accepted Payment Methods Clients can pay via bank transfer, credit/debit card, PayPal, or Bitcoin, as specified on the invoice. Cheque payments are not accepted.
5.5 Limitation of Liability
- 5.5.1 General Liability: Climb IT Agency Ltd shall not be liable for any loss, claim, damage, or expense arising from the provision of services, whether in tort, contract, or otherwise.
- 5.5.2 Advice and Outcomes: The Company is not responsible for the outcomes of actions taken by the Client based on advice or information provided.
- 5.5.3 Third-Party Content: The Client agrees that dissatisfaction with content, articles, or links published on third-party sites can only result in attempts to remove such content, which may depend on the discretion of the third-party site owner.
- 5.5.4 Indirect Damages: Climb IT Agency Ltd is not liable for indirect damages, including lost profits, business opportunities, or sales arising from its services.
- 5.5.5 Data Security: Clients are responsible for backing up and securing their data. Climb IT Agency Ltd is not liable for data loss, damage, or alteration.
- 5.5.6 Legal Exclusions: Liability for matters that cannot be excluded by law remains unaffected. Otherwise, total liability under this contract will not exceed the fees paid during the calendar month before the issue arose.
5.6 Indemnification The Client agrees to indemnify Climb IT Agency Ltd, its affiliates, and employees against all damages, claims, and expenses arising from the Client’s use of the service, contract violations, or infringement of third-party rights.
6. Termination of Service
6.1 Agreement Commencement and Duration
This Agreement begins on the date the Client signs the Letter of Engagement and remains in effect until payment for the invoice is received, unless terminated earlier as outlined in Clause 14.
6.2 Effect of Termination
Termination of the Agreement does not affect any rights or obligations either party has accrued during the term of the contract.
6.3 Client’s Right to Terminate
The Client may request cancellation of an order by providing Climb IT Agency Ltd with written notice at least 30 days in advance. However, termination requests will only be accepted if no work has begun on the order. If work has already commenced, Climb IT Agency Ltd will issue an invoice for the work completed to that point.
6.4 Refusal of Service
Climb IT Agency Ltd reserves the right to refuse service or decline to work with any Client whose website is deemed inappropriate or unlawful. This includes sites that contain viruses, harmful programs, hate speech, adult content, illegal activities, or content that violates privacy or copyright laws. Climb IT Agency Ltd reserves the discretion to make these judgments.
6.5 Right to Reject or Cancel Orders
Climb IT Agency Ltd may reject, cancel, or refuse service to any Client at its sole discretion, without prior notice or explanation.
6.6 Termination of Email Access
Climb IT Agency Ltd reserves the right to terminate a Client’s email access if:
(a) The Client generates excessive spam complaints.
(b) There is suspicion that the Client is using the email service for spam or other malicious activities.
(c) The Client is suspected of using the email service for sending offensive, inappropriate, or pornographic material.
(d) Payment is not made in accordance with the terms outlined in this Agreement.
6.7 Termination Due to Client’s Insolvency
If the Client enters compulsory or voluntary liquidation or fails to meet financial obligations, Climb IT Agency Ltd reserves the right to terminate the order.
6.8 Breach of Agreement
Climb IT Agency Ltd has the right to terminate the order immediately without prior notice if the Client is found to be in breach of these Terms and Conditions. Climb IT Agency Ltd will act as the sole authority in determining what constitutes a breach, and the Client will not be entitled to any refund for payments made prior to termination.
6.9 Payment Due on Termination
In the event of termination by either party, Climb IT Agency Ltd is entitled to payment for all work completed up until that point. The Client must pay the invoice within 30 days of receipt. If the Client fails to settle the invoice, Climb IT Agency Ltd reserves the right to demand full payment for the entire order immediately.
7. Indemnities
7.1 Client’s Responsibility for Indemnification
The Client agrees to indemnify Climb IT Agency Ltd fully and promptly against any claims, damages, costs, or liabilities, including legal expenses, that arise from the Client’s breach of any terms in this Agreement.
7.2 Non-Liability for Delivery Delays
Climb IT Agency Ltd is not liable for any claims, losses, or costs resulting from failure to meet a specified delivery deadline, whether due to unforeseen delays or other factors beyond our control.
7.3 Non-Liability for Absence of Service
Climb IT Agency Ltd is not liable for any service interruptions caused by illness, holidays, or other unforeseen circumstances affecting our team.
7.4 Responsibility for Website Content
The Client agrees that Climb IT Agency Ltd is not liable for the content on the Client’s website, including its accuracy, legality, or adherence to copyright laws.
7.5 Non-Liability for Copyright Infringement or Defective Products
Climb IT Agency Ltd is not liable for any claims related to copyright infringement, misinformation, or the delivery of defective products or services.
7.6 Indemnification for Claims
The Client agrees to indemnify Climb IT Agency Ltd against any liabilities related to the matters described in 9.2, 9.4, and 9.5.
8. Limitation of Liability
8.1 Liability Limitations
Notwithstanding anything in these Terms or the Specification, Climb IT Agency Ltd’s liability to the Client is limited to the total price specified for the project as outlined in the order.
8.2 Exclusion of Consequential Damages
Climb IT Agency Ltd shall not be liable for any loss of profit, business, contracts, or anticipated savings. Additionally, the agency is not liable for any special, indirect, or consequential damages arising from the project, regardless of the cause.
9. Force Majeure
9.1 Definition and Scope
Climb IT Agency Ltd will not be held liable for failure to fulfill its obligations under the order due to circumstances beyond its reasonable control, referred to as “Force Majeure.” This includes, but is not limited to, events such as natural disasters, terrorism, war, labor disputes, software or hardware failures, and third-party interference.
9.2 Notification and Extension
In the event of a Force Majeure situation, Climb IT Agency Ltd will notify the Client as soon as possible and will be granted a reasonable extension of time to complete the affected obligations.
10. Confidentiality and Data Protection
10.1 Client Account Security
The Client is responsible for maintaining the confidentiality of their assigned username and password. The Client is fully accountable for any activities or actions that occur under their account, whether authorized or not.
10.2 Reporting Unauthorized Use
If the Client suspects that their account has been accessed without authorization, or if they believe the confidentiality of their account has been compromised, they must notify Climb IT Agency Ltd immediately via email at climbitagency@gmail.com.
10.3 Handling of Confidential Information After Termination
Upon termination or expiration of this Agreement, both parties agree to return or, if requested, destroy any confidential information belonging to the other party.
10.4 Compliance with Data Protection Laws
Both Climb IT Agency Ltd and the Client will comply with the Data Protection Act 1998 and any applicable data protection laws in relation to the handling of personal and confidential information.
10.5 Protection of Confidential Information
Climb IT Agency Ltd and any third-party partners will not disclose the Client’s confidential information to any third party without obtaining the Client’s explicit permission.
10.6 Client’s Responsibility to Protect Confidential Information
The Client agrees not to disclose any confidential information related to Climb IT Agency Ltd to any third parties without prior consent.
10.7 Use of Client’s Information
Climb IT Agency Ltd may use the Client’s contact details to:
(a) Communicate with the Client via phone, email, postal mail, or other platforms like Skype.
(b) Occasionally reach out to offer services or products that may benefit or interest the Client.
11. Service Provision
11.1 Compatibility with Browser Software
Climb IT Agency Ltd cannot guarantee that all services will function perfectly with every browser software or operating system, as compatibility may vary.
11.2 Third-Party Service Providers
Climb IT Agency Ltd does not provide any warranty regarding the performance of third-party vendors or contractors involved in completing part of the order. The agency is not liable for any actions, omissions, or failures by these third-party providers.
11.3 No Guarantee of Search Engine Rankings
While Climb IT Agency Ltd will work diligently to optimize your website, it cannot guarantee a specific ranking or favorable position in any search engine. The Client acknowledges this and understands that ranking results can vary.
11.4 No Liability for Search Engine Exclusions
Climb IT Agency Ltd is not liable for any website URLs that are excluded or removed from search engine results, for any reason, including search engine algorithm changes.
11.5 Website Downtime
Climb IT Agency Ltd is not responsible for any website downtime or disruptions to website functionality, whether due to maintenance, technical issues, or other factors outside the agency’s control.
12. Entire Agreement
This Agreement constitutes the entire understanding between the Client and Climb IT Agency Ltd, superseding all prior agreements, whether written or verbal.
13. Waiver
If Climb IT Agency Ltd does not enforce any of these terms or conditions at any time, it does not waive the right to enforce them in the future. The Client remains obligated to comply with the Agreement, and Climb IT Agency Ltd retains the right to enforce all conditions, penalties, and obligations outlined in this Agreement.
14. Severance
If any provision of this Agreement is found to be illegal, void, or unenforceable by a court, that provision will be severed from the Agreement without affecting the validity of the remaining provisions. The rest of the Agreement will continue to be in effect as intended.
15. Assignment
This Agreement is binding on both parties and their successors or permitted assignees. Any reference to a party in this Agreement includes that party’s successors and permitted assignees.
16. Governing Law
This agreement shall be interpreted and enforced in line with the laws of England. Any disputes stemming from this agreement will fall under the exclusive jurisdiction of the courts in England.