Terms & Conditions

• The construction, validity and performance of these Terms and Conditions will be governed by Indian law and the Parties submit to the exclusive jurisdiction of the New Delhi courts to resolve any dispute between them.
• Nothing in these Terms and Conditions constitutes the Parties as legal partners, joint ventures or co-owners or constitutes either Party as the agent, employee or representative of the other or empowers either party to act for, bind or otherwise create or assume any obligation on behalf of the other and neither Party will hold itself out as having authority to do the same.
• The client warrants to Webmarketing-Italy at all times that the material included in the Web Site without limitation: (a) is not in breach of the Intellectual Property rights of any third party; (b) is not obscene (c )is not in breach of any code or provision of statute or common law

• All prices quoted in a Proposal are valid for 30 days only or until earlier confirmation by the Client after which time they may be altered by Webmarketing-Italy without giving notice to the Client save that where any prices contained within the Proposal (in whole or part) relate to a third party service provision then these prices are accurate at the date the Proposal is given but may be subject to slight variations thereafter.
• These terms and conditions together with a signed sales order will form a binding contract between the Client and Webmarketing-Italy (Webmarketing-Italy) which shall constitute the entire agreement between the Client and Webmarketing-Italy and apply to any trading agreement or other contract or arrangement between the Client and Webmarketing-Italy.
• These terms apply to the exclusion of all other terms or conditions of contract the Client may propose and shall not be varied unless agreed in writing, signed by Webmarketing-Italy.
• You may request us to supply Services by completing and forwarding an Order Form to us or by signing a written Agreement that we have prepared. Such a request is deemed your acceptance of these Terms and Conditions and we, at our discretion, may accept your request by providing the Service under the provisions of the Agreement and raising a first invoice for the Service or by countersigning the written Agreement.

• We will use our reasonable endeavours to activate the Service at Commencement but where we depend on another provider and/or there are technical or other reasons beyond our control we will notify you of a later Activation date. If you change your requirements for the Service or if we or our subcontractors or suppliers are unavoidably delayed for whatever reason in installing the Service before it is activated such Activation date will no longer apply and we will notify you of a revised date. Except as otherwise stated in the Agreement we will have no liability for any failure to meet any Activation or delivery date for whatever reason.
• The Service is solely for your use and you agree not to resell, lease or allow use of the Service by any third party unless it is under the terms of a Partner agreement or you otherwise have our prior written consent.
• Your use of the Service is deemed to be your acceptance of all Licences relating to the Service.
• This Agreement shall not give rise to any exclusive relationship and nothing in this Agreement shall prevent Webmarketing-Italy acting for or providing works the same or similar to the Works to any third party.

• Unless specified otherwise in the Agreement or on the invoice all Charges must be paid at or before the beginning of the respective period of Service except that usage Charges are payable on invoice in arrears of the respective usage period.
• All invoices are payable on 7 days net terms.
• Unless otherwise stated in the Order Form or Price List, all Charges are exclusive of VAT and any other applicable purchase tax, import, and all other duties.
• If Client requires any change or alteration to the Service (Change), Webmarketing-Italy and Client shall, prior to such change being effective or implemented, agree:
  • The nature of the Change;
  • The procedures for implementation of such Change; and
  • The variation to the Fees.
• Until any Change is formally agreed between the Client and Webmarketing-Italy, Webmarketing-Italy will continue to perform and be paid for the Service as if the Change had not been proposed, unless otherwise requested by the Client.
• Where relevant, all and any Changes to the Service shall be reflected and accompanied by appropriate amendments to the Proposal and Fees.
• In the event that the Service include pay-per-click (PPC) or other search engine placement services which require payments to third parties and are agreed with the Client prior to their implementation, the Client shall reimburse and indemnify Webmarketing-Italy for any out of pocket expenses incurred by Webmarketing-Italy in supplying the same.

• Except as stated otherwise in the Agreement, the Agreement will be continuous from Commencement until the end of the billing period following expiry of the notice of Termination. The Agreement may be Terminated without reason or liability by either Party by providing the required written notice. You accept that if you Terminate the Agreement we will not refund any payments made or waive any invoices raised either in whole or in part.
• Either Party may Terminate the Agreement or the Service provided under it without liability by 15 Calendar days notice to the other if the other Party·
• Commits a material breach of the Agreement or fails to remedy a breach within a reasonable time of being asked in writing to do so; or
• Passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court makes an order to that effect; or
• Ceases to carry on its business; or
• Is declared insolvent, or convenes a meeting of its creditors or makes any arrangement or composition with its creditors; or a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
• If we Terminate the Agreement for any such reasons we may Charge you for any costs we incur in disconnecting the Service.
• On Termination for any reason each Party will, on request, promptly return any documents or papers relating to the business of the other Party (including any of the other Parties Confidential Information) which it then has in its possession or control.
• You agree to inform us immediately of any changes to your business or contact details and we will not be liable for any disruption in the Service resulting from your failure to inform us.
• During the course of this Agreement and for a period of 12 months afterwards, the Client shall not solicit the staff of Webmarketing-Italy or entice them to transfer their employment or services.

• Client will co-operate with and act in good faith towards Webmarketing-Italy and, on request, undertake such acts and provide such source materials (including those listed in the Sales Order or other communication) (“Materials”) as Webmarketing-Italy are to incorporate into the Service, or as Webmarketing-Italy require to carry out its obligations hereunder.
• 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 3 months) of being requested to do so, including without limitation carrying out any changes, modifications or optimisations to Client's web site or other Materials as requested, recommended or required by Webmarketing-Italy, Webmarketing-Italy shall be entitled to invoice and be paid for the remaining Service as if Client had done so whether such are provided or not.
• The Client accepts that there is a period of 10 days receipt of any monthly SEO, PPC, Link Building progress reports, Content pieces including but not limited to Articles, Press Releases, Directory Submissions, Product Directory Submissions, Forum Postings, Blog Articles, and On-page website content, and web design deliverables in which to raise any queries relating to the services delivered. Should no query be raised then Webmarketing-Italy deems the work to have been approved in full by the client and this work will not be revisited at any stage in the future for any amendment.
• We reserve the right regularly to send and you agree to accept and read email addressed to ´postmaster´ at your email address utilising your domain name(s), for example postmaster@mybusiness.co.uk . You accept that we may take action which impacts your Service on the assumption that you have read such email.

• All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Webmarketing-Italy, in supplying the Service and under this Agreement will vest in and belong to Webmarketing-Italy unless otherwise agreed and specified in writing on the Sales Order or otherwise and signed by both Parties.
• In consideration of and upon payment of the Fees in full, Client shall have the Rights of Use set out in the Sales Order which rights shall take effect on receipt by Webmarketing-Italy of the Fees. Where no such rights are specified the Client is granted a non-exclusive licence to use the Works for the Purpose described in the Sales Order, Proposal or other Works documentation. Rights of Use shall be extended only with the consent of Webmarketing-Italy and payment of additional fees.
• The Client grants Webmarketing-Italy a non-exclusive royalty free licence to use the Materials for all purposes relating to this Agreement and warrants that it has obtained and is fully entitled to grant Webmarketing-Italy these rights and that the Materials are free of racist, defamatory, obscene and other legally restricted material.
• The Client undertakes that it will keep secret and confidential the terms of this Agreement and any information supplied by Webmarketing-Italy in connection with this Agreement or the business of Webmarketing-Italy (including the Proposal) and the Works and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without Webmarketing-Italy’s prior written consent PROVIDED THAT this Clause shall not extend to information which was and can be shown to be rightfully in the possession of the Client prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause);
• Webmarketing-Italy warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.

• All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Webmarketing-Italy, in supplying the Service and under this Agreement will vest in and belong to Webmarketing-Italy unless otherwise agreed and specified in writing on the Sales Order or otherwise and signed by both Parties.
• In consideration of and upon payment of the Fees in full, Client shall have the Rights of Use set out in the Sales Order which rights shall take effect on receipt by Webmarketing-Italy of the Fees. Where no such rights are specified the Client is granted a non-exclusive licence to use the Works for the Purpose described in the Sales Order, Proposal or other Works documentation. Rights of Use shall be extended only with the consent of Webmarketing-Italy and payment of additional fees.
• The Client grants Webmarketing-Italy a non-exclusive royalty free licence to use the Materials for all purposes relating to this Agreement and warrants that it has obtained and is fully entitled to grant Webmarketing-Italy these rights and that the Materials are free of racist, defamatory, obscene and other legally restricted material.
• The Client undertakes that it will keep secret and confidential the terms of this Agreement and any information supplied by Webmarketing-Italy in connection with this Agreement or the business of Webmarketing-Italy (including the Proposal) and the Works and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without Webmarketing-Italy's prior written consent PROVIDED THAT this Clause shall not extend to information which was and can be shown to be rightfully in the possession of the Client prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause);
• Webmarketing-Italy warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.

• The Client shall inspect the Works regularly and shall inform Webmarketing-Italy within 10 days of receiving monthly progress reports, content pieces or web design deliverables if it wishes to reject any part of the Works because such do not comply with the Proposal or are defective in material and workmanship.
• If the Works do not comply with the Proposal or are defective in material and workmanship Webmarketing-Italy‘s liability shall be limited to correcting such defects within a reasonable time.
• The Client shall only be entitled to reject the Works because such do not comply with the Proposal or are defective in material and workmanship and if they are not rejected within 10 days of delivery then the Client shall be deemed to accept the Works. Rejection without good reason shall be deemed a breach of these terms.
• If the Client desires to amend modify, enhance or change any part of the Proposal any time during the term of the Contract the Client shall send to Webmarketing-Italy a request giving details of the proposed changes, modifications, enhancements or amendments (as appropriate). Webmarketing-Italy shall then notify the Client by way of a change control note setting out the terms upon which it will implement the amendments, modifications, enhancements or changes (as appropriate) and the additional charge.
• If the parties agree a change control note it shall be treated as an amendment to this Contract. A change control note shall be of no effect unless agreed in writing which for the purposes of this clause only shall be satisfied if by electronic communication the Client sends and Webmarketing-Italy receives a message agreeing the conditions proposed by Webmarketing-Italy in the change control note to carry out the required amendment, modification, enhancement or change (as appropriate).

• Webmarketing-Italy's liability for any loss or damage direct or otherwise and howsoever caused whether in tort (including negligence) or contract or otherwise shall not exceed the amount invoiced by Webmarketing-Italy to the Client hereunder.
• Webmarketing-Italy shall not be liable to the Client for any consequential loss or damage.
• Webmarketing-Italy shall not be liable to the client for any works delivered that have not been queried within 10 days of delivery.
• Webmarketing-Italy shall have no liability to the Client in respect of the Materials. On completion of the Works the Client agrees to collect the Materials within 2 months of completion of the works, failing which, Webmarketing-Italy may dispose of them on giving the Client 14 days notice.
• Webmarketing-Italy undertakes to provide the Service with reasonable skill and care, however Webmarketing-Italy cannot give any warranty or representation as to positions within search engines or page rank scores due to the operation of such being out of its control. Webmarketing-Italy cannot be held responsible for any changes to search engine ranking algorithms which may deliver a detrimental impact on existing clients online marketing results. Webmarketing-Italy will endeavour to keep abreast of industry changes and change their services accordingly.
• Information provided by you, the client, for the purpose of producing work on your behalf, must not knowingly breach any law or regulations or infringe upon or violate the copyright, trademark or other proprietary rights. Information should not be of a confidential nature relating to any third party or violate any right of privacy. You agree to indemnify Webmarketing-Italy, any employees and agents, from any and all liability, damages, losses, claims, actions, judgments, and costs arising as a result of infringement upon a third party's rights.

• Any SEO work that Webmarketing-Italy undertakes may be detrimentally affected if the Client has:
  • Employed the services of another Search Engine Optimisation (SEO) Company to work on the web site at the same time
  • Employed the services of a Submission Company during the same period
  • Created any duplicate sites, duplicate content or pages, redirects or doorway pages
  • Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the web site's ranking with Google or other Search Engines
  • Any other additional SEO or SEO related activity
• To that effect Webmarketing-Italy request that the client informs Webmarketing-Italy in writing if any of the above has been undertaken either currently or prior to the appointing of Webmarketing-Italy. If any such work has been undertaken Webmarketing-Italy will not be held responsible for any agreed targets and in such circumstances Webmarketing-Italy reserves the right to withdraw it's obligations to the client.
• Webmarketing-Italy may make void any campaign and any outstanding balance becomes payable should it be discovered that the client has participated in actions considered undesirable by the Search Engines, such as hidden links, links to link-farms, FFA link pages, redirect or cloaking techniques, submissions the web pages of the site to the search engines, search directories or other websites without the consent of Webmarketing-Italy, use of automated web site submission software or automated reciprocal link programs.
• No guarantees will be given as to a client's site position in the search engines or to page rank scores as the search engines change their ranking algorithms on a regular basis. Additionally, both new sites and competitor sites may be being optimised and submitted everyday which may affect a client's ranking status.
• Webmarketing-Italy does not guarantee the quality or page rank status of any links delivered as part of an SEO campaign as these are sourced on a best endeavours basis.
• Where Search Engines require subscriptions in order to be registered these costs are the responsibility of the client unless otherwise stated in writing in the agreement or as published as part of the campaign that has been purchased.
• Where registration fees are required Webmarketing-Italy will register the clients URL with the directories used by the major search engines. The client will be responsible for these fees unless stated in writing in the agreement or as published as part of the campaign that has been purchased.
• The Client grants authority to submit the web site pages being promoted to search engines and directories.
• Webmarketing-Italy will have the ability to optimise the structure and content of clients' web pages. Such changes generally have a minimal visual impact. Webmarketing-Italy will work directly with the client in order to maintain the original look and feel of your website.
• The client must provide Webmarketing-Italy with log-on information (username and password) to gain FTP access to the website. Webmarketing-Italy will maintain confidentiality of log-in information.
• Clients must inform webmasters or anyone else who has access to the Web site that Webmarketing-Italy is performing SEO services on the site.
• The client must allow implementation of all optimisation strategies on their website and accept any content changes that reflect the chosen keywords to be used for optimisation purposes.
• The client must ensure that all activities are implemented on their website within 10 days of delivery by Webmarketing-Italy and the client accepts that should the implementation not be completed then the liability to pay in full for all SEO activities remain as the delay is the responsibility of the client.
• The Client accepts that there is a period of 10 days receipt of any monthly SEO progress reports and content pieces in which to raise any queries relating to the services delivered. Should no query be raised within 10 days then Webmarketing-Italy deems the work to have been approved in full by the client and this will not be revisited at any stage in the future for amendments.
• The client is responsible for all content sign-off including checking all spelling mistakes and literals in on page and off page content, and you absolve Webmarketing-Italy of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which you use the copy concerned, whether or not these errors appeared in any draft of the copy supplied by Webmarketing-Italy.
• The client is responsible for ensuring that your web site is always active and accessible.

• Webmarketing-Italy is responsible for monitoring, tracking and measuring certain metrics relating to search engine marketing programs including, but not limited to, click through rates and conversion rates of Advertisements displayed on third party search engines (“Search Engines Sites”).
• Webmarketing-Italy is responsible for entering into agreements with all Search Engine Sites.
• Webmarketing-Italy reserves the right to manually manage accounts or utilise bid management software to deliver the PPC Managed Solution.
• Upon commencement of a managed campaign, the client shall contact Webmarketing-Italy should they wish to make alterations to specific ad groups within the campaign. The client will not undertake any alterations within any campaigns managed by Webmarketing-Italy at any time without prior consent from Webmarketing-Italy. Webmarketing-Italy retain the right to disable client administrative functions during the management of a PPC campaign.
• Webmarketing-Italy cannot be held responsible for any changes implemented by search engines which may have a detrimental impact on client's campaigns. Webmarketing-Italy will endeavour to keep abreast of industry changes and change their services accordingly.
• The Client accepts that there is a period of 10 days receipt of any monthly PPC progress reports in which to raise any queries relating to the services delivered. Should no query be raised within 10 days then Webmarketing-Italy deems the work to have been approved in full by the client and this will not be revisited at any stage in the future for amendments.
• The client is responsible for all content sign-off including checking all spelling mistakes and literals in on page and advert content, and you absolve Webmarketing-Italy of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which you use the copy concerned, whether or not these errors appeared in any draft of the copy supplied by Webmarketing-Italy.
• You are responsible for full payment in advance of the initial set up fee plus the payment of an agreed deposit to cover your proposed click spend on the search engines each month. You are then responsible for full payment of the click spend, monthly management fee and the click usage costs billed at the start of one month for the costs generated by your campaign for the previous month. This is to be paid in full to Webmarketing-Italy. Should full payment not be made on the date it is due then your account will be suspended until payment has been received in full.
• You understand that there may be the possibility that upo termination of your campaign with Webmarketing-Italy you may be required to start a new PPC campaign within a new account as the existing campaign and account will only be eligible to remain active if the spend is paid directly to Webmarketing-Italy. This is as a result of the terms in place with various Search Engines and is beyond the control of Webmarketing-Italy.

• Webmarketing-Italy agree to manually secure high quality links for clients which include checking website themes and page rank to assess suitability before contacting a websites site master to establish the link.
• Webmarketing-Italy retain the right to decide what pertains to be a high quality relevant link.
• Webmarketing-Italy agree to take responsibility for the maintenance of links for a period of one quarter of a year after which the link may stay or can be put down depending on the webmaster. In cases where a link may have been removed by a webmaster we will replace it for you.
• Webmarketing-Italy cannot be held responsible for any changes implemented by search engines which may have a detrimental impact on client's campaigns. Webmarketing-Italy will endeavour to keep abreast of industry changes and change their services accordingly.
• Webmarketing-Italy does not guarantee to deliver a set number of page rank links and works on a best endeavour basis as every campaign is conducted differently depending on the Client's industry sector and target websites.
• The Client accepts that there is a period of 10 days receipt of any monthly Link progress reports in which to raise any queries relating to the services delivered. Should no query be raised within 10 days then Webmarketing-Italy deems the work to have been approved in full by the client and this will not be revisited at any stage in the future for amendments.

• All material, both text and images, supplied by the client and used in the construction of the client's web site, will remain the client's property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws.
• Webmarketing-Italy makes every effort to design pages which display acceptably in the most popular current browsers, but cannot accept responsibility for pages which do not display acceptably in new versions of browsers released after pages have been designed.
• Webmarketing-Italy will ensure that any changes requested outside of the original brief will be signed off by the client prior to implementation. Any request changes that incur of cost to Webmarketing-Italy will also become a billable service to the client. All fees will be agreed by both parties prior to the implementation of the change.
• Webmarketing-Italy will initially place the client's website on one of Webmarketing-Italy's demonstration servers during in order that the client may view and comment upon the website's progress. When both Webmarketing-Italy and the client agree that the website meets the criteria agreed Webmarketing-Italy will publish the website on the client's server, or provide the source code for the site via a download for the client to upload.
• Webmarketing-Italy does not undertake to maintain or update a client's website as part of the design commission. If a client wishes Webmarketing-Italy to maintain or update a web site as a separate commission, Webmarketing-Italy will negotiate with the client a maintenance contract appropriate to the amount of work required. Web site maintenance may also be undertaken on a time and materials basis if the client so wishes.
• The Client accepts that there is a period of 10 days receipt of any web design proofs in which to raise any queries relating to the services delivered. Should no query be raised within 10 days then Webmarketing-Italy deems the work to have been approved in full by the client and this will not be revisited at any stage in the future for amendments.
• Web Design is undertaken on a one off basis and as such all fees are billed up front, in advance. Payment must be made before design work commences.

[END OF GENERAL TERMS AND CONDITIONS]