Terms & Conditions

Application

1.1. These terms and conditions together with the Proposal Document to which they are attached (“Proposal Document”) shall form a binding contract between the Client named on the Proposal Document (the “Client”) and NADM Limited (“NADM Limited”) and shall constitute the entire agreement between Client and NADM Limited.

1.2. These terms and conditions shall apply to any trading agreement or other contract or arrangement between the Client and NADM Limited.

1.3. These terms and conditions apply to the exclusion of all other terms or conditions of contract the Client may propose and shall not be varied or amended unless agreed in writing and signed by NADM Limited.

Commencement and Scope of Engagement

2.1. In consideration of the payment by the Client to NADM Limited of the fees as set out in the Proposal Document (the “Fees”), NADM Limited agrees to provide to the Client the goods and services described in the Proposal Document (the “Works”) in accordance with the Proposal Document, with reasonable and due care in accordance with and subject to these terms and conditions. The Works shall unless terminated in accordance with clause 11, be provided by NADM Limited for the period set out in the Proposal Document (the “Engagement”).

2.2. This Agreement shall not give rise to any exclusive relationship and nothing in this Agreement shall prevent NADM Limited acting for or providing the same or similar works to the Works to any existing or prospective third party.

2.3. The Works provided by NADM Limited shall be for the use and benefit of the Client and may not be supplied or passed on to any person without the approval of NADM Limited. NADM Limited’s duty of care is to the Client, not to any third party, unless agreed NADM Limited has agreed in writing to accept a duty to the third party. The Client may only rely upon the Works provided by NADM Limited for the purposes which such goods and services are provided.

2.4. It is agreed and understood that any activities undertaken by the Client (or by any third party on its behalf) which is in relation to or similar to the Works, including without limitation any modification of the Works, modification or changes to the Client’s web site, or the use of or inclusion of any third party product or service which might relate to the Works shall interfere with the provision of the Works by NADM Limited and shall affect the results, outcomes and positions in search engines. All such activities should be discussed with NADM Limited prior to implementation and the Client shall not implement the same without the prior written consent of NADM Limited.

Duties and Responsibilities of the Client

3.1. The Client shall at all times during the Engagement co-operate with and act in good faith towards NADM Limited and shall, on request, undertake such acts and provide such source materials (including those listed in the Proposal Document) (collectively referred to as the “Materials”) as NADM Limited require to incorporate into the Works, or as NADM Limited require to carry out its obligations under the Proposal Document and hereunder.

3.2. In the event that the Client does not undertake those acts or provide those Materials required under clause 3.1 above within a reasonable time (and at least within 30 days) of being requested to do so, including without limitation carrying out any changes, modifications or optimisations to Client’s website or other Materials as requested, recommended or required by NADM Limited, NADM Limited shall be entitled to invoice for the remaining works as if Client had done so whether such are provided or not.

3.3. During the provision of the Works by NADM Limited to the Client, the Client shall not:

• 3.3.1. Employ the services of any Search Engine Optimisation or Pay Per Click Company other than NADM Limited to work on their website promotion;
• 3.3.2. Employ the services of any Submission Company other than NADM Limited for the provision of their Search Engine Optimisation services;
• 3.3.3. Create any duplicate sites, duplicate content or pages, redirects or doorway pages to their website;
• 3.3.4. Request or exchange links with any link farms or undertake any spamming techniques which may harm the web site’s search engine ranking with Google.

3.4. The Client shall grant the authority to submit the web site pages being promoted to search engines, directories and other web sites. The Client shall provide NADM Limited with log-in information to allow us to gain access to the Client website.

3.5. The Client shall be responsible for informing as required by their webmaster or anyone else who has access to their web site, that NADM Limited are performing Search Engine Optimisation or Pay Per Click services on their site.

3.6. The Client shall inform NADM Limited of any change or changes made to their website throughout your Search Engine Optimisation or Pay Per Click campaign within 24 hours of such change or changes being implemented.

3.7. The Client shall inform NADM Limited within 24 hours of work commencing if any other person or agency apart from NADM Limited is working on or making changes or a change to the pay per click, Search Engine Optimisation or any other aspect of digital marketing.

3.8. The Client shall inform NADM Limited within 24 hours of work commencing if any other person or agency apart from NADM Limited makes a change or changes to your website/websites.

3.9. The Client shall grant the authority to connect accounts, including pay per click accounts and Analytics accounts to 3rd party tools/services for the purpose of administering the accounts, reporting and improving performance through bid management for example.

Fees and Invoicing

4.1. NADM Limited does not offer credit terms. All fees must be paid in full prior to the start of work between NADM Limited and the Client, and thereafter fees are to be paid in advance of work to be carried out the month ahead. NADM Limited shall issue invoices on a monthly basis for all Works provided to the Client in a particular calendar month. Invoices will be issued prior to work commencing for the following month. The Client shall raise any query and/or concern it may have in relation to any invoice within 7 days of the date of the invoice. Any queries and/or concerns raised after this 7 day period shall be null and void and the invoice shall be payable in full without deduction or setoff.

4.2. Notwithstanding the period set out in clause 4.1 of 7 days of date of issue of a invoice to raise any queries or concerns in relation to an invoice, all invoices are to be settled in favour of NADM Limited without deduction or set-off within 14 days of the date of the invoice unless specified otherwise in the Proposal Document.

4.3. In the event of non-payment of any invoice NADM Limited shall be entitled to withhold or suspend the provision of further Works until such time as it receives payment of the invoice or other payments due. In addition NADM Limited shall be entitled to retract the Works provided to the Client and invoiced for under any unpaid invoice until such time as it receives payment of that invoice.

4.4. In addition to the remedies for late payment of invoices set out in clause 4.3 hereof, NADM Limited shall be entitled to charge statutory interest at the rate of 8% above the Bank of England reference rate in force on the date the invoice becomes overdue for payment and any subsequent rate where the reference rate changes and the invoice remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1988 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 and shall be entitled to such reasonable costs as it incurs in the collection of such overdue payments.

4.5. NADM Limited may charge additional fees in accordance with its then prevailing rates:

• 4.5.1. in the event of delays or additional works caused or required by Client including its failure to provide NADM Limited with such information, Materials, instructions, media or approvals, as are reasonably required for the supply of the Works;
• 4.5.2. in the event of changes to the cost of labour, materials, services and other circumstances outside of NADM Limited’s reasonable control;
• 4.5.3. in the event that Client requires additional Works or changes (“Change”), the parties shall agree the nature, implementation and Fees before proceeding;
• 4.5.4. all Changes shall be reflected in the Proposal Document and Fees.

4.6. The client acknowledges that all fees are non-refundable.

Law

13.1. These terms and conditions and the Proposal Document are governed by English Law and any dispute, difference or claim arising under and /or out of these terms and conditions and/or the Proposal Document are to be referred to the exclusive jurisdiction of the English courts.