1 INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions. 1.2 “Agreement” means the Customer’s completed and signed an Order Form and agreed these Terms and Conditions or send through emails. Otherwise an order being placed by either written contract, payment via debit /credit card, cheque, bank deposit or cash with XpertsWebDesign by telephone / email / face to face / posted letter will also confirm that you are in agreement with and bound by the terms and conditions set out below. The Customer is therefore liable for any monies incurred from an order being placed on their behalf in accordance with these Terms and Conditions. These terms and conditions are freely available on site and it is clearly stated on all paid invoice receipts that these terms and conditions apply. 1.3 “Customer” means the person, firm or company named on the Order Form who has agreed to purchase the Web Design Services or SEO from XpertsWebDesign. 1.4 “Deliverable” means all documents and materials generated by XpertsWebDesign or its agents, subcontractors, consultants or employees in relation to the Services in any medium including, without limitation, data, reports and specifications (including drafts). 1.5 “Input Material” means all documents, information and materials provided by the Customer relating to the Services including, without limitation, data, reports and specifications. 1.6 “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. 1.7 “Order Form” means the order form identifying the Customer and describing the Services with this Agreement. 1.8 “SEO Plan” means the written plan describing in detail the Services to be provided by XpertsWebDesign and setting out the parties’ respective responsibilities and the estimated timetable for delivery of the Services. 1.9 “Services” means the Web Design and Development or Search Engine Optimisation and advisory services to be Provided by XpertsWebDesign under the Agreement.

2 APPLICATION OF THESE TERMS AND CONDITIONS:

A2.1 The Customer’s completed and signed Order Form constitutes an offer by the Customer to purchase the Services specified in it on these Terms and Conditions. No offer placed by the Customer shall be accepted by XpertsWebDesign other than by XpertsWebDesign signing the Order Form whereupon a formal legally binding contract for the supply and purchase of the Services on these Terms and Conditions will be established or through emails decided verdicts between Xperts and Customer/Company. 2.2 These terms and conditions shall apply to and be incorporated in the Agreement; and shall prevail over any inconsistent terms contained in, or referred to in, any purchase order, confirmation of order, specification provided by the Customer or implied by law, trade custom, practice or course of dealing. 2.3 Any variation of the Agreement shall be in writing and signed by or on behalf of the parties.

3 SUPPLIER’S OBLIGATIONS:

3.1 XpertsWebDesign shall use reasonable endeavours to manage and complete the Web Design/Development and SEO Plan, and to deliver the Deliverables to the Customer, in accordance in all material respects with the Design/Development/SEO Plan. 3.2 XpertsWebDesign shall use reasonable endeavours to meet the performance dates specified in the Services, but any such dates shall be estimates only and time shall not be of the essence of the Agreement. 3.3 The Services shall be supplied from the commencement date, and for the duration, specified in the Order Form. 3.4 XpertsWebDesign warrants that it will at all times during the term of this Agreement use all reasonable endeavours to maximise the page rankings achievable from the keywords specified by the Customer and/or advised by XpertsWebDesign and set out in the SEO plan and will work with the Customer to revise the SEO plan to maintain the page rankings that are achieved. Customer acknowledges, however, that: 3.4.1 XpertsWebDesign cannot guarantee (and expressly does not warrant) that it will achieve first page rankings for the Customer; and 3.4.2 Search engine ranking algorithms are subject to change beyond XpertsWebDesign’s control and that therefore the page rankings achievable may not be constant. 3.4.2 XpertsWebDesign will endeavour, (but is not bound to) to report to the customer approximately every four months from the commencement of this agreement, either with monthly reports or via customer service emails or phone calls. Any other arrangements other than the approximate four month time scale will be agreed separately in writing between XpertsWebDesign and the customer. 3.5 XpertsWebDesign shall be entitled, without liability, to decline to perform Services in relation to any website of the Customer specified in the Order Form and/or the SEO Plan that is, or becomes during the term of this Agreement, substantially dedicated to the following types of content, namely: (a) adult entertainment; (b) betting or gaming; (c) the promotion or sale of controlled Substances; (d) foreign language content; (e) the promotion or sale of search engine optimisation services; (f) dynamically generated content. 3.6 IMPORTANT! It is the Customer’s responsibility to provide XpertsWebDesign with complete required content material: XpertsWebDesign is a small but growing business. For XpertsWebDesign to remain efficient we must receive suitable content material. The Customer agrees to make available as soon as is reasonably possible to XpertsWebDesign all materials required for completing the Customer’s website. XpertsWebDesign reserves the right to refuse anything that XpertsWebDesign deems poor quality materials, such as hand written materials. XpertsWebDesign, unless otherwise agreed in writing will purchase up to three stock images of no more than £25 per image. Should XpertsWebDesign be requested to purchase extra products, stock images or any other miscellaneous materials to complete the website design then XpertsWebDesign reserves the right to charge accordingly.

4 CUSTOMER’S OBLIGATIONS:

4.1 The Customer shall: 4.1 .1 co-operate with XpertsWebDesign in all matters relating to the Website Designing and Development services or SEO Plan and identify in the Order Form a Customer contact person who shall have the authority to contractually bind the Customer on matters relating to the services; 4.1 .2 provide in a timely manner copies of, or access to, such information as XpertsWebDesign may request, and ensure that such information is accurate in all material respects; and 4.1.3 provide to XpertsWebDesign, in a timely manner, such Input Material and other information as XpertsWebDesign may require and ensure that it is accurate in all material respects; 4.1.4 obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the use of Input Material insofar as such licences, consents and legislation relate to the Customer’s business in all cases before the date on which the Services are to start. 4.2 If XpertsWebDesign’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Customer or the Customer’s agents, subcontractors or employees, the Customer shall be liable to pay to XpertsWebDesign on demand all reasonable costs, charges or losses sustained or incurred by it (including, without limitation, any direct or indirect consequential losses, loss of profit and loss of reputation, subject to XpertsWebDesign confirming such costs, charges and losses to the Customer in writing/through emails. 4.3 The Customer shall not, without the prior written consent of XpertsWebDesign, at any time from the date of the Agreement to the expiry of 6 months after the completion of the Services, solicit or entice away from XpertsWebDesign or employ or attempt to employ any person who is, or has been, engaged as an employee or sub-contractor of XpertsWebDesign.

5 CHANGE CONTROL:

(5.1 The Customer contact and the relevant XpertsWebDesign Customer Manager shall be in touch at least once every 12 months to discuss matters relating to the performance of the Services and the contents of the Website Design/Development/SEO Plan. If either party wishes to change the scope of the Services or the contents of the Plan, it shall submit details of the requested change to the other in writing. 5.2 XpertsWebDesign shall, within a reasonable time, provide a written estimate to the Customer of: 5.2.1 the likely time required to implement the change; 5.2.2 any variations to XpertsWebDesign’s charges arising from the change; 5.2.3 the likely effect of the change on the SEO Plan; and 5.2.4 any other impact of the change on the terms of the Agreement. 5.3 If XpertsWebDesign requests a change to the scope of the Services, the Customer shall not unreasonably withhold or delay consent to it. 5.4 If the Customer wishes XpertsWebDesign to proceed with the change, XpertsWebDesign has no obligation to do so unless and until the parties have agreed in writing on the necessary variations to its charges, the SEO Plan and any other relevant terms of the Agreement to take account of the change. 5.5 XpertsWebDesign will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet agreed deadlines.

6 CHARGES AND PAYMENT:

6.1 In consideration of the provision of the Services by XpertsWebDesign, the Customer shall pay the charges and expenses set out in the, contract, Order Form, or verbal agreement plus any applicable VAT, without deduction or set-off in accordance with the payment schedule specified in the Order Form or the SEO Plan / Website Design or Development. 6.2 The parties agree that XpertsWebDesign may review and increase the charges set out in the Order Form, provided that such charges cannot be increased more than once in any 12 month period. XpertsWebDesign will give the Customer written notice of any such increase 1 week before the proposed date of the increase. If the Customer does not accept the increase it may terminate this Agreement by serving notice in accordance with the notice provisions set out in the Order Form. For the avoidance of doubt, the charges payable during such notice period shall not include any increase that the Customer has not accepted. 6.3 Unless otherwise specified in the Order Form the Customer shall pay each invoice submitted to it by XpertsWebDesign in full, and in cleared funds, within 07 days of receipt. 6.4 Without prejudice to any other right or remedy that XpertsWebDesign may have, if the Customer fails to pay XpertsWebDesign on the due date XpertsWebDesign may: 6.4.Charge interest on such sum from the due date for payment at the daily rate of 4% above the base lending rate accruing on a monthly basis until payment is made, whether before or after any judgment. XpertsWebDesign may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and 6.4.2 suspend the performance of the Services until payment has been made in full. 6.5 Time for payment shall be of the essence of the Agreement. 6.6 All payments payable to XpertsWebDesign under the Agreement shall become due immediately on termination of the Agreement, despite any other provision. This Clause 6.6 is without prejudice to any right to claim for interest under the law, or any such right under the Agreement. 6.7 XpertsWebDesign may, without prejudice to any other rights it may have, set off any liability of the Customer to XpertsWebDesign against any liability of XpertsWebDesign to the Customer.

7 INTELLECTUAL PROPERTY RIGHTS

7.1 As between the Customer and XpertsWebDesign, all Intellectual Property Rights and all other rights in the Deliverables shall be owned by XpertsWebDesign. XpertsWebDesign licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If XpertsWebDesign terminates the Agreement for Customer’s breach, this licence shall automatically terminate.

8 CONFIDENTIALITY AND SUPPLIER’S PROPERTY

8.1 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by XpertsWebDesign or its agents, and any other confidential information concerning XpertsWebDesign’s business or its products or services that the Customer may obtain. The Customer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Customer’s obligations to Xperts Web Design, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Customer. 8.2 This Clause 8 shall survive termination of the Agreement, however arising. 8.3 The Customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by Xperts Web Design, its employees, agents, consultants or subcontractors and any other confidential information concerning XpertsWebDesign’s business or its products which the Customer may obtain. 8.4 The Customer may disclose such information: 8.4.1 to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Customer’s obligations under the Agreement; and 8.4.2 as may be required by law, court order or any governmental or regulatory authority. 8.5 The Customer shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this Clause 8. 8.6 The Customer shall not use any such information for any purpose other than to perform its obligations under the Agreement. 8.7 All materials, equipment and tools, drawings, specifications and data supplied by XpertsWebDesign to the Customer shall, at all times, be and remain the exclusive property of XpertsWebDesign or its licensors, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to XpertsWebDesign, and shall not be disposed of or used other than in accordance with XpertsWebDesign’s written instructions or authorisation.

9 LIMITATION OF LIABILITY

9.1 The following provisions set out the entire financial liability of XpertsWebDesign (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Customer in respect of: (a) any breach of the Agreement; (b) any use made by the Customer of the Services, the Deliverables or any part of them; and (c) any representation, statement or tortuous act or omission (including negligence) arising under or in connection with the Agreement. 9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement. 9.2.1 XpertsWebDesign shall not be liable, whether in tort (including for negligence, human error or breach of statutory duty), contract, and misrepresentation or otherwise for: (a) loss of profits; (b) loss of business; (c) depletion of goodwill or similar losses; (d) loss of anticipated savings; (e) loss of goods; (f) loss of contract; (g) loss of use; (h) loss or corruption of data or information; (i) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. 9.2.2 XpertsWebDesign’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the total price paid for the Services at the date on which liability arose. 9.3 Nothing in this Agreement excludes the liability of XpertsWebDesign for: (a) death or personal injury caused by XpertsWebDesign’s negligence; or (b) fraud or fraudulent misrepresentation.

10 DATA PROTECTION

10.1 The Customer acknowledges and agrees that details of the Customer’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of XpertsWebDesign in connection with the Services.

11 TERMINATION

11 .1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other in accordance with the notice provisions set out in the Order Form or immediately on giving notice to the other if: 11 .1.1 the other party fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; 11 .1.2 or the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; 11 .1.3 or the other party repeatedly breaches any of the terms of the Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Agreement; 11.1.4 or the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or(being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; 11.1.5 or the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sale purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 11 .1.6 or a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party other than for the sale purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 11.1.7 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; 11 .1.8 or a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 11.1.9 or a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 11.1.10 or a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 11.1.11 or any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 11.1.4 to Clause 11.1.10 inclusive; 11.1.12 or the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; 11.1.13 or there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001). 11.2 On termination of the Agreement for any reason: 11 .2.1 the Customer shall immediately pay to XpertsWebDesign all of XpertsWebDesign’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, XpertsWebDesign may submit an invoice, which shall be payable immediately on receipt; 11.2.2 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected. 11.3 On termination of the Agreement (however arising), Clauses 7, 8, 9, 11.3 and 13shall survive and continue in full force and effect.

12 NOTICES

12.1 Any notice under the Agreement shall be in writing /via emails and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address as set out in the Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party’s fax number as set out in the Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

13 GENERAL

13.1 Xperts Web Design shall have no liability to the Customer under the Agreement if it is prevented from, or delayed in, performing its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Xperts Web Design or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order,rule, regulation or direction, accident, breakdown of plant or machinery, fire,flood, storm or default of suppliers or sub-contractors. 13.2 A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law. 13.3 If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. 13.4 Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement other than as expressly set out in the Agreement. 13.5 The Customer shall not, without the prior written consent of XpertsWebDesign, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. XpertsWebDesign may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement. 13.6 Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 13.7 The Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else. 13.8 The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of Scotland. The parties irrevocably agree that the courts of Scotland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims). 13.9 XpertsWebDesign cannot and will not take any responsibility for any copyright infringements caused by materials submitted for the website design by the customer. We reserve the right to refuse any material of a suspected copyrighted nature unless adequate proof is given of permission to use such material. XpertsWebDesign will place copyright to the customer on the website design completion making the website copyright solely the customer’s responsibility in both text and picture form. As stated at Clause 8 above the customer is solely responsible for providing all design materials (unless otherwise agreed be it verbally or in writing). XpertsWebDesign will not copyright any material under the Agreement. 13.10 XpertsWebDesign can offer no guarantees of correct function with all browser software. 13.11 XpertsWebDesign accepts no responsibility for verbal misinterpretations, misunderstandings or breakdown of communication between XpertsWebDesign’s staff and the Customer. The Customer is provided with a clear paid invoice itemising web services that the Customer has purchased and it is the customer’s responsibility to contact XpertsWebDesign should there appear to be any discrepancies between what the customer has verbally agreed to purchase and what is written on the paid invoice. 13.12 XpertsWebDesign uses trusted third party servers based in the USA and in the UK and constantly monitor uptime on a daily basis. XpertsWebDesign will use either the servers in the USA or in the UK as it sees fit for the purpose of hosting the customer’s website unless otherwise agreed in writing. However, XpertsWebDesign will not be liable for any costs incurred, compensation or loss of earnings due to the unavailability of the site, its servers, software or any material provided by its agents. 13.13 XpertsWebDesign may add any project name, completed or websites designed by XpertsWebDesign staff in our work profile list. Any customer/partner company or individual will not have any objection in adding our designed site /SEO project sites in our profiles.

Online Marketing, Target Pages & SEO Strategy

14. XpertsWebDesign will implement a focused online marketing strategy for the Customer. This document aims to outline the process we carry out to ensure that the Customer’s Search Engine Optimisation (SEO) campaign is carried out effectively, optimising the Customer’s site to its full potential and to the best of XpertsWebDesign’s ability.

14.1 XpertsWebDesign SEO Defined:

14.2 BASIC SEO: Typically £199 + VAT to £3600 + Vat per annum either by upfront payment or an invoice split over 12 monthly payments.

14.3 The customer can expect the following:

  •   Access to a dedicated SEO team for support.
  •   Domain name research, registration for exclusivity (not customer ownership) and management
  •   Home page optimisation focussing on Google
  •   Keyword Research Analysis – to identify keywords which are most useful to assist your campaign
  •   Basic On Site SEO – Includes Meta & Title Tag Optimisation, Code Optimisation and internal link building
  •   Adding you to important Internet directories (DMOZ)
  •   Unless otherwise agreed in writing then basic SEO is a one off payment for EXCLUSIVE XpertsWebDesign SEO copy to be placed into the customer’s website on an annual basis. The SEO copy is the property of XpertsWebDesign and can be removed by XpertsWebDesign at XpertsWebDesign’s sole discretion. 14.3 Targeted SEO: Typically £199 + VAT to £3000 + Vat per annum either by upfront payment or an invoice split over 12 monthly payments.

14.3 The customer can expect the following:

  •   Access to a dedicated SEO team for support.
  •   Domain name research, registration for exclusivity (not customer ownership) and management
  •   Home page optimisation focusing on Google
  •   Keyword Research Analysis – to identify keywords which are most useful to assist your campaign
  •   Basic On Site SEO – Includes Meta & Title Tag Optimisation, Code Optimisation and internal link building
  •   Content Creation – Creation of extra content to target chosen keywords
  •   Adding you to important Internet directories (DMOZ) plus extra other useful business directories
  •   Over the phone reporting approx every 4 months
  •  Extra ‘targeted’ web pages over an agreed trading area.
  •  Unless otherwise agreed in writing then targeted SEO is a one off payment for EXCLUSIVE XpertsWebDesign SEO copy to be placed into the customer’s website on an annual basis. The SEO copy is the property of XpertsWebDesign and can be removed by XpertsWebDesign at XpertsWebDesign’s sole discretion. 14.4 Targeted SEO (VIP): Typically £3000 + VAT plus per annum either by upfront payment or an invoice split over 12 monthly payments.

14.3 The customer can expect the following:

  •   A dedicated SEO Manager for support
  •   Domain name research, registration for exclusivity (not customer ownership) and management
  •   Home page optimisation focussing on Google
  •   Keyword Research Analysis – to identify keywords which are most useful to assist your campaign
  •   Basic On Site SEO – Includes Meta & Title Tag Optimisation, Code Optimisation and internal link building
  •   Content Creation – Creation of extra content to target chosen keywords
  •   Adding you to important Internet directories (DMOZ) plus extra useful business directories
  •   Quality Backlinks (link building campaging)
  •   Web 2.0 pages
  •   Over the phone reporting approx every 3 months
  •   Extra ‘targeted’ web pages over an agreed trading area.
  •   Unless otherwise agreed in writing then targeted SEO is a one off payment for EXCLUSIVE XpertsWebDesign SEO copy to be placed into the customer’s website on annual basis. The SEO copy is the property of XpertsWebDesign and can be removed by XpertsWebDesign at XpertsWebDesign’s sole discretion.

Keyword Research

15. Keyword research is the starting point of the SEO campaign that will allow us to develop an online marketing strategy tailored to suit the precise requirements of the Customer. Nobody knows your business better than the Customer and as such we will require the Customer to outline the range of keywords required to rank the Customer’s Website well. XpertsWebDesign will carefully evaluate the Customer’s suggestions and perform rigorous keyword research using effective research tools to realistically assess the strength of suggested keywords. Through keyword research XpertsWebDesign aim to achieve a thorough evaluation that will highlight keywords that are relevant and valuable to the Customer. XpertsWebDesign will present our findings to the Customer and ensure the selected keywords will bring significant levels of highly quality traffic to the customer’s site through Search Engine Results Pages (SERPs). Upon completion XpertsWebDesign will contact the customer to discuss the results of our keyword research and advise you on the most suitable keywords to target whilst bearing in mind the requirements of the Customer. Once we receive confirmation of satisfaction with the results of the keyword research a focused SEO strategy using the agreed keywords can be initiated.

Onsite SEO

16. The onsite elements of any website are the most important factors to a successful SEO campaign. At XpertsWebDesign we understand how Google determines the relevancy of a site for particular keywords and as such we can utilise our knowledge to maximise the search potential for the Customer’s business using essential onsite SEO techniques. XpertsWebDesign will endeavour to make sure that title tags & meta tags are correctly optimised for each targeted page of the Customer’s website. Unique hand written content and titles will be used to further the optimisation process along with carefully considered internal linking. A sitemap, used by Google’s algorithms to determine the layout of your site, will also be installed, making sure that every relevant page will be indexed by Google. XpertsWebDesign will endeavour to ensure that the Customers business website is optimised to reach its full potential. *PLEASE NOTE* Our fee for SEO is a one time a year recurring fee for physically providing the SEO ‘copy’ on the customer’s website. This is usually noted in writing, in plain English, within the customers source code and that the SEO copy is the exclusive property of XpertsWebDesign. Customers must cancel having the SEO copy on their website at least 4 weeks to the renewal date in writing. Failure to cancel the removal of the SEO copy in time is subject to the full price agreed being paid in a timely fashion and will be invoiced as such. Using our SEO copy for as little as one day past the renewal date is subject to the full invoice being owed. No exceptions to this agreement will be entertained unless otherwise agreed in writing.

Content Creation and Copywriting Services

17. XpertsWebDesign will endeavour to create unique, informative & SEO friendly content for the Customer’s website that is hand written by skilled copywriters. XpertsWebDesign will endeavour to liaise with the Customer to ensure that the content is relevant, accurate and correctly conveys the Customer’s brand and details of products & services to the reader. XpertsWebDesign requires the Customer to provide detailed information about the Customer’s company, product or services and any specialist industry. XpertsWebDesign want to make sure the information on the Customer’s website to be optimised within the Agreement is correct. XpertsWebDesign high quality content is keyword rich and will be written in a manner which appeals to both Google and the users that will visit the Customer’s Website. This is an integral part of the onsite SEO process.

The SEO Plan described in more detail

18. XpertsWebDesign will install Google Analytics on the Customer’s website. This is a powerful tool that can give the Customer detailed insight into the traffic flow to the Customer’s website and allow XpertsWebDesign to assess which areas are performing well and those that require improvement. Google Analytics presents users with a vast array of data that XpertsWebDesign understand and will use to establish which keywords and traffic sources are bringing high quality, converting traffic to the Customer’s site. It provides valuable insights that XpertsWebDesign can use to further the progress the online marketing campaign. Additionally, we will also create a Google Webmaster Tools account for your business website and submit the site to Google using this account. Webmaster Tools is an excellent diagnostic tool which helps us to monitor the health of your website and ensure the visibility of your new site will be maximised. Submission to Webmaster Tools will also ensure your site is properly indexed on Google. Please not that Google often change their algorithms and a Google update can seriously impact a website. There are no warnings as such to when Google will ‘tinker’ with it’s own search engine. Therefore XpertsWebDesign cannot and will not be held responsible for any failed listings on any search engine. We reserve the right to change a domain name for SEO purposes should we feel this will help with website rankings and listings. If the domain change is generic (rather than the business name) then we will discuss the change of domain name with the customer.

Offsite SEO – Link Building Campaign

19. In addition to the processes outlined above we will embark upon a focused link building campaign to supplement the overall SEO strategy for your website. Establishing a healthy and varied backlink profile will not only significantly boost your overall online presence, but also aid in improving the position of your website in SERPs. This will require XpertsWebDesign to create high quality backlinks to your site from related sources such as relevant industry directories. We will also make use of Web 2.0 resources to create a wide range of in-content links directed to the website we are optimising for you from appropriate & informative articles. XpertsWebDesign use white-hat offsite SEO techniques to ensure that your backlink profile is natural and varied with links originating from trusted and well respected sources. XpertsWebDesign will not be liable for costs incurred, compensation or loss of earnings due to the failure to meet any and all agreed deadlines. XpertsWebDesign cannot be held responsible for any wrongdoing on the part of the Customer or owner and will not be liable or become involved in any disputes between the Customer or owner and the Customer’s or owner’s customers.

Onsite Blogs (If Purchased as a bolt on with Target pages)

20. If the Customer has also purchased an onsite blogging facility (Not part of the standard Target Page Package or SEO Plan) then this will prove to be essential for updating a customer base about new developments in any given industry, news about new products & services that may be introduced. Additionally, an onsite blog will be beneficial for ongoing SEO strategy as Google considers fresh, well written content focusing on a relevant topic to your industry to be a strong indicator of a high quality site. As such, it is important to update a blog regularly with informative articles. XpertsWebDesign can assist in creating blog posts and provide instruction on how to create SEO friendly posts that will help to improve the position of a business website in SERPs.

Reporting

21. XpertsWebDesign will arrange a schedule with you for regular updates and reports on the progress of the Customer’s site. This will be a phone call and an email with up to date performance statistics quarterly unless otherwise agreed clearly in writing. Please refer to the information we have gathered about the performance o0f the Customer’s site will be presented in order to give a detailed insight into the levels & quality of traffic reaching. Our assessment of this information will allow us to make recommendations on how we should to progress in the coming months to maximise the potential of the site.

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Any Questions? Just Get in Touch

22. Please do not hesitate to contact us with any queries you may have about SEO, we’ll be happy to answer your questions and explain the processes involved in an SEO campaign in greater depth.

Cancellations

23. Please remember: It is the Customer’s sole responsibility to notify XpertsWebDesign at least 4 weeks prior to any and all renewal dates for any rolling services no longer required with XpertsWebDesign. Services are including, but not limited to, Hosting, SEO, Domains and SSL Certificates if the monthly value of the agreement is below £500 + VAT per month. Should the monthly value exceed £500 + VAT per month then the cancellation period must be a minimum of three months prior to the renewal date. All cancellations must be sent in writing, by post or email. Any cancellations that are sent to us later than four weeks prior to renewal dates, and any that are sent after the due date of any and all agreed fees will be ignored for said due payment. All further charges for the cancelled service will cease. When we have received a cancellation in good time, we will notify you and confirm that the cancelled payment will not be taken. It is your responsibility to make sure that we receive your written cancellation. All postal cancellation letters must be sent via recorded delivery.

24. SEO Monthly charges.

XpertsWebDesign offers an exclusive SEO service. When the Customer has agreed to pay the SEO copy for any SEO service on a monthly basis it is the Customers responsibility to ensure that the monthly payment is paid on the 1st of the month by either agreeing that we can use the Customers credit and debit card details or by standing order. Each SEO service or combination of the Service is a once payment to have exclusive XpertsWebDesign SEO copy for a period of 12 months unless otherwise agreed in writing. The payment for SEO copy can be a one off payment or spread over 12 months as a payment plan. Customer agrees to the 12 month payment plan period by entering into the agreement unless otherwise agreed in writing. XpertsWebDesign offers no refunds due to failed listings and accepts no responsibility for any loss of business due to failed listings. We will accept cancellations of the XpertsWebDesign Google PPC management service but we must receive cancellations in writing at least 4 weeks prior to the 1st of the month. SEO may be cancelled with at least 4 weeks prior notice to the 12 month renewal date. All the customer’s invoices (For all services provided by XpertsWebDesign) must be paid in full even when the customer wishes to cancel SEO before the renewal date. Any failures to pay monthlies fees may result in suspension of any and all services XpertsWebDesign provide. Any late payments or failure to pay may result in surcharges as well as legal action. Please note that cancellation of the XpertsWebDesign SEO will result in a “noindex” tag and the removal of XpertsWebDesign SEO copy including but not limited to Title TAGS, Descriptions TAGS, ALT TAGS, onsite SEO copy, Target Pages and removal from XpertsWebDesign Google/Bing web master tools. Cancellation of any and all XpertsWebDesign SEO services may result in lost listings and XpertsWebDesign are and will not be responsible for any and all loss of business to the customer in such cases. Should the customer re-order XpertsWebDesign Ltd SEO copy after a cancellation then XpertsWebDesign cannot guarantee the listings will be regained nor guarantee that the original SEO copy fee will remain the same.

25. Cancellation of Website and Resale:

All Mark-up, scripts and coding for this website (excluding any 3rd party scripts) for layout, content, style, functionality and search engine optimisation are copyright to XpertsWebDesign. None of the aforementioned may be reproduced or changed without express permission from XpertsWebDesign. Should the Customer cancel any and all website XpertsWebDesign Services without moving/transferring the Customers website to a new hosting provider then XpertsWebDesign reserve the right to take down the Customers website in full. This includes cancelling domain names and removing all web files from our servers. Should Website UK ltd have no notification in writing from the Customer within 7 days of any cancellation then XpertsWebDesign at its own discretion may reclaim copyright and ownership of the website in such cases and XpertsWebDesign at its own discretion may continue to host the Customers cancelled website and alter the content to resell the website in full to a third party with no recompense to the Customer unless otherwise agreed in writing. In such cases where the Customer cancels the website and XpertsWebDesign continue to host the website for resale purposes then XpertsWebDesign will not accept and not be responsible for any further recompense to the Customer. The Customer will also not be liable for any further costs to the website for hosting or content changes once the website has been cancelled in full. If there are any outstanding invoices to the Customer after cancellation or none payment (refusal by the Customer to make payment) XpertsWebDesign reserve the right to chase down such debts even after the cancellation date. Should domain names be cancelled, the website files removed, or the website has been reclaimed by XpertsWebDesign the outstanding invoices must still be settled. Please read these terms in full to understand your legal obligation to pay outstanding debts including surcharges for late payments. 25.1 XpertsWebDesign reserve the right to withdraw from any contract/agreement due to late payments, abusive customer’s or any other reason XpertsWebDesign sees will affect the operational functionality of the business without any recompense to the customer.

Domain Names

26. (a) Important: We DO NOT register domain names in the Customer’s name, unless otherwise agreed in writing. Domain names are registered giving the Customer exclusivity but not ownership. There are no exceptions to this unless otherwise agreed in writing. Any overdue invoices or unpaid invoices may result in a termination of all services to the Customer and XpertsWebDesign removing all exclusivity. Any domain names that are in the Customers business trading name will be returned to the Customer’s ownership once any and all outstanding bills are paid including admin/transfer fees. (b) Generic domain name Registration ownership: We often research and purchase domain names for and on behalf of the Customer. This is usually done to help boost the Customers profile. Any generic domain name with any suffix is registered for and on behalf of the Customer in the name of XpertsWebDesign. There are no exceptions to this unless otherwise clearly agreed in writing between XpertsWebDesign and the Customer. This means that XpertsWebDesign exclusively own any and all domain names XpertsWebDesign registers unless otherwise agreed in writing. XpertsWebDesign reserves the right to keep the ownership of generic domain names that we have research and registered.

27. XpertsWebDesign acts as the broker and include domain names in the hosting package unless otherwise agreed, such as redirects, or domain name parking.

28. Should the Customer be in debt of any and all Services provided by XpertsWebDesign, via the agreed annual or monthly fee for domain names with or without hosting, XpertsWebDesign reserve the right to cancel the agreed domain names and shall not and will not be held liable for any loss of business by the Customer.

29. XpertsWebDesign reserves the right to recoup any unpaid fees by the Customer even after cancellation of agreed domain names.

30. Minor additions: Minor additions to the brief will be carried out at the sole discretion of XpertsWebDesign and where no charge is made by XpertsWebDesign for such additions by agreement with the customer. XpertsWebDesign accept no responsibility to ensure such additions are error free and reserve the right to charge an according amount for any correction to these or further additions. Minor edits on request to an existing website created and hosted by XpertsWebDesign are one of the following: • Change to opening times or equivalent features. • A correction of a spelling mistake or other ‘typo’. • A change to or addition of a telephone/fax number, email address or postal address. • A change to prices (limited to first 10 products on the site and thereafter chargeable). • A change to a photograph when it simply is to replace an existing photograph and does not interfere with the page design. Any changes that are involve change whole bodies of text or require any amount of redesign work will be chargeable by XpertsWebDesign.

Refunds

31. Cancellations of an order of any and all XpertsWebDesign services must be made within five days of the customer commissioning the website design, hosting, advertising, both external third party advertising, and onsite advertising, marketing, or any other service from XpertsWebDesign, otherwise no refund can be made nor will the request of a refund, after the five days cooling off period, be entertained. Cancellations made within five days will be subject to a charge, when expenses have been incurred in respect of additional expenses from third parties including but not limited to: stock photography; electronic commerce software; online transaction processing solutions; domain name registration; web space; Internet connection, server fees, hosting fees, research time. Cancellations may incur an additional £20 + VAT fee for administration costs and administrations time. Should XpertsWebDesign have begun any agreed work for the customer before the five day cooling off period then the customer will lose any opportunity to cancel and no refunds will be entertained. Beginning work constitutes but is not limited to research, domain name registration, implementation of hosting services, building our unique holding page, SEO implementation and PPC services (Should they apply). Where possible third party products will not be purchased until the design has been approved. All such cancellations must be in writing and post dated or sent by email within five working days of the customer agreeing the completed website, otherwise refunds will not be entertained.

32. Once a website design has been commissioned the customer is bound to pay all agreed costs in a timely fashion. Once the initial design (proof, screen shot, concept) has been completed and approved, any final balance of payment due is then payable in accordance with our payment terms. Be aware that all outstanding balances are due from the point of the initial proof design being approved, in writing or verbally. There are no exceptions to this, i.e. If the customer decides they no longer want the website after they have commissioned the work, paid a deposit and approved the design (in writing by email or other), they are still obliged to pay for the website that has been commissioned. Non payment will result in legal action being taken if necessary.

33. On completion of work, the website designs will be uploaded to the customer area of XpertsWebDesign for approval under the terms of the guarantee. Where the customer’s site is being hosted by a third party other than XpertsWebDesign third party hosting then XpertsWebDesign reserve the right to delay uploading of the website design until full payment has be received for all agreed work to be undertaken.

Managed Website Hosting

34. The XpertsWebDesign annual hosting fee is designed to be suitable for typical small business use. It is not suitable for any site which makes heavy use of bandwidth through use of multimedia or otherwise, or which attracts a mass market audience. XpertsWebDesign therefore reserves the right to immediately withdraw from, or renegotiate hosting services with, any Customer whose use of bandwidth or storage space is deemed by XpertsWebDesign as inappropriate to the basic XpertsWebDesign hosting service. 35. XpertsWebDesign will not allow XpertsWebDesign hosting facilities to be used for illegal, immoral or distasteful websites. The Customer agrees that any content introduced to the site may be inspected by XpertsWebDesign without hindrance and notes that hosting may be withdrawn without notice if such content is found. 36. XpertsWebDesign hosted domain name(s), email services provide the following unless otherwise agreed in writing:

  •   Creation of up to 5 POP email addresses
  •   One time support per email account for set up on one device
  •   Email forwarding as required.
  •   Maximum web space storage of up to 1GB.

37. No guarantees can be made as to the availability or interruption of any web hosting service provided by XpertsWebDesign and XpertsWebDesign cannot accept liability for losses caused by the unavailability, malfunction or interruption of this service, or for loss of turnover, sales, revenue, profits or indirect, consequential or special loss. XpertsWebDesign do not offer 24/7 support for email or hosting services.

38. XpertsWebDesign reserve the right to refuse to handle in any way, material which may be deemed offensive, illegal or in any way controversial, and also to terminate the hosting services controlled by XpertsWebDesign should the necessity arise.

39. Law: These conditions and all other express terms of contract shall be governed and construed in accordance with the laws of Scotland.

40. Website hosting fees and domain name registration: Full payment of the total hosting fee and domain name registration is due to be paid in advance with the order of a website design with XpertsWebDesign, unless otherwise agreed. Hosting fees will be paid on an annual rolling basis. The customer may cancel the following year’s XpertsWebDesign hosting at any time during the period leading up to the time of renewal. Any such cancellation must be in writing and post dated or sent by email at least 4 weeks prior to the renewal date. Any written hosting cancellations received that have not been post dated at least 4 weeks prior to the renewal date will not be entertained and the hosting will be automatically renewed at the original agreed price per annum. The customer agrees that XpertsWebDesign may retrieve the annual hosting fee with the credit/debit card details supplied by the customer at the time of ordering XpertsWebDesign hosting. Should the customer wish to use alternative payment methods then it is the customer’s sole responsibility to put any new payment methods into place in time for the hosting renewal and to inform XpertsWebDesign of such changes by phone/post or e-mail. XpertsWebDesign also reserves the right to levy an eight per cent surcharge per day from the date that the payment is due on the amount due per day which will be recoverable from the customer. XpertsWebDesign undertake that it will not pass the details of any credit card or debit card on to any other parties.

41. (a) XpertsWebDesign reserves the right to alter hosting fees as and when on a per anum basis and must inform the customer in writing at least 4 weeks prior to the renewal date of any and such changes to pricing. If XpertsWebDesign fails to inform the customer of alterations to hosting fees then the customer must only pay the agreed original hosting fee until any further notification of price changes from XpertsWebDesign. (b) XpertsWebDesign is entitled to use the payment details provided to take payment from the customer for any services that are not cancelled in accordance with the correct procedures referred to herein. (c) Domain name Transfers: Any and all domain name cancellations that involves transfer ‘out’ requests will be liable to a cancellation/administration charge of £50 + VAT per domain name. Transferring domain names ‘in’ to XpertsWebDesign is free. (d) XpertsWebDesign may, at their discretion (but are not obliged to) send reminders that agreed annual domain name(s) and hosting fees are due either by phone/fax/email to the customer. XpertsWebDesign automatically continue the renewals in order that XpertsWebDesign can satisfactorily complete the customer’s agreed domain name(s) and web hosting renewals without interruption. It is the customer’s sole responsibility to notify XpertsWebDesign at least 4 weeks prior to any and all renewal dates for services no longer required with XpertsWebDesign.

Overdue Invoices

42. The customer agrees that it is the customer’s responsibility to pay invoices on their due date. It is the customer’s responsibility to ensure funds are available to make payment in full on the invoice due date. Failure to pay invoices on the due date will result in the following procedures: (a) A first email and phone call to collect outstanding payment. (b) A second email and phone call to collect the payment if XpertsWebDesign are still owed monies. The second email and phone call. (c) A third email and phone call. This will be XpertsWebDesign’s final email and phone. (d) After 15 days if full payment has not been received within a further 7 days of the 30th day we will suspend all services to the customer and seek to take legal action.

42.1. There will be a £100 admin charge added to outstanding amounts each time a posted (Solicitors) letter is sent to the customer regarding overdue invoices. Please make sure you pay promptly and in good time to avoid these charges.

Suspension of Services

43. XpertsWebDesign reserve the right to suspend any and all provisions of services due to any outstanding payments, including but not limited to SEO, PPC, Hosting, Design, Video and Support. When the customer is late with invoiced payment of any and all services XpertsWebDesign provide the customer agrees that it is the customer’s responsibility to pay invoices as per agreed payment terms. We will suspend the provision of any and all services (including multiple accounts) at our discretion from after 15 days of the invoice due date and will only resume services when outstanding invoices have been paid in full or any other outstanding payments to XpertsWebDesign have been fully resolved.

43.1 XpertsWebDesign cannot and will not be held responsible by the customer for any loss of business due to a suspension of services or loss of Google listings.

Informal Complaints Procedure

44. Anyone who experiences a problem with their web service provided by XpertsWebDesign should raise the matter directly using our online contact form or by email or telephone, giving sufficient information to locate the material (such as a URL) and clearly outlining the grounds for complaint. 45. XpertsWebDesign will approach the individual responsible for the material in question with a view to resolving the matter to the satisfaction of the complainant.

Formal Complaints Procedure

46. A formal complaint should be made in writing to XpertsWebDesign and should only be used where the complainant feels that the nature of the complaint is too serious to be dealt with informally. XpertsWebDesign will acknowledge receipt and ensure that the matter is looked into as soon as possible.

47. XpertsWebDesign reserve the right to amend and/or update the terms of the agreement set herein at any time without prior notice being given to the customer.

48. XpertsWebDesign advises that the customer thus checks the terms and conditions herein on a regular basis.

49. This Agreement constitutes the entire Agreement of the parties relating to the subject matter addressed in the agreement. The Agreement supersedes all prior communications, contracts or agreements between the parties with respect of the subject matter addressed in the Agreement whether oral or written.

50. This Agreement excludes the rights of any third parties to bring any action under the Agreement or otherwise.

51. There will be a £100 admin charge added to outstanding amounts each time a posted (Solicitors) letter is sent to the customer regarding overdue invoices. Please make sure you pay promptly and in good time to avoid these charges.