SECTION I GENERAL TERMS & CONDITIONS
Azzurro-Blu supplies a wide range of Services. Some of the terms and conditions herein vary according to the Services specified in the Proposal. This Section A contains general clauses; additional clauses are specified according to the Services specified in the Proposal and are contained in Sections II-IV.
1.1. In these Terms and Conditions, the following definitions apply:
“Azzurro-Blu” means Azzurro-Blu Limited or any of its affiliates related products and services;
“Azzurro-Blu CMS” means the website “Content Management System” owned by Azzurro-Blu;
“Contract” means this agreement, and all appendices and exhibits annexed hereto, together with all other documents incorporated herein by reference with specific mention of the Proposal accepted by Customer. Where this document is incorporated into a fuller version of the agreement using Section 1 Form of Agreement, Section 2 Compensation and Payment, Section 3 Scope of Services this document shall form Section 4 of the Contract and together all four Sections as identified herein shall form the Contract.
“Contract Price” means the sum of all monies (excluding VAT) to be paid to Azzurro-Blu under the Contract for performance of the Services calculated in accordance with the provisions for reimbursement of the various Service elements set out within the Proposal.
“Customer” means the individual or company to whom the invoice is addressed;
“Proposal” means the order form completed and signed by the Customer; this Proposal may refer to supporting documentation providing detail and scope for the project;
“Price” means the price for such Services and products as detailed in the Proposal save for the specific use of the terms below relating to Web-Hosting, Websites, and Marketing Service, SEO and such other Services as may be provided.
“Service/s” means the goods or services specified in the Proposal;
“Software” means the software that is used in providing the Service including for the avoidance of doubt software such as WordPress, Craft, or other third party software used to provide the deliverables which constitute all or part of the Services;
“Subscription” means the monthly charge specified in the Proposal for the on-going provision of the software and support thereof;
“Web Hosting” means the provision of a web service that responds to a browser’s request for web content by providing the content requested. It also includes the provision of any file hosting service accessible via File Transfer Protocol (FTP). It does not include other services such as domain management, email hosting and Internet connectivity to/from the Customer’s premises;
“First Line Support” means initial analysis and fault logging;
“Support Time” means (for WordPress website Services) the time spent assisting the Customer with issues related to the Software outside the scope of the Proposal, or following project sign-off. It includes administration time related to the issue, including but not limited to the time taken to log details of telephone calls;
“Confidential Information” for each party the terms of this Agreement and all information and/or data belonging to or relating to that party, its associates, its or their businesses, activities, affairs, products, services, suppliers, customers or prospective customers disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by that party, its representatives or advisers, to the other party, its representatives or advisers whether before, on or after the date of this Contract;
“Deliverable” means a set of goods or services that may be delivered at one time, for example: a design draft, a collection of printed items, a marketing plan document, a consultation meeting, a website project or other electronic content;
“Event” means a Service delivered on a particular date, for example: a training course, a presentation, or a series of presentations;
“Business Day” means any day which is not a Saturday, Sunday or a bank or public holiday in Scotland;1.2. In these Terms & Conditions (except where the context otherwise requires):
1.2.1. the clause headings are included for convenience only and shall not affect the interpretation of these Terms & Conditions;
1.2.2. use of the singular includes the plural and vice versa;
1.2.3. use of any gender includes the other genders;
1.2.4. any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations, and trusts (in each whether or not having separate legal personality);
1.2.5. any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to:
a) such legislation as amended and in force from time to time and to any legislation which (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation; and
b) any former legislation which re-enacts, consolidates or enacts in rewritten form.
1.2.6. any phrase introduced by the terms “including”, “include”, “in particular”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.7 in the event of any ambiguity in interpretation between clauses the order of precedence which will determine the prevailing interpretation to apply shall be: 1 The Proposal, 2 Part I – General Terms and Conditions of Contract, 3 the clause occurring sooner within the Contract.2. Warranties
2.1 Warranty Website: Where a Website is delivered as a Service under this Contract such Website shall be subjected to a Quality Control Test (QCT) by Azzurro-Blu prior to the go-live date to ensure fitness for purpose against the specified scope of work. Azzurro-Blu warrants the Services for a period of 7 days with effect from the go-live date. In the event Customer determines that Azzurro-Blu has failed to perform the Service in accordance with this Warranty and with the specified Scope of Work, and so notifies Azzurro-Blu in writing before the end of the aforementioned warranty period, Azzurro-Blu shall promptly remedy such omissions, failures, or defects at its own risk, cost and expense. In respect of the Website this warranty is given in lieu of all other warranties and guarantees express or implied under the Contract or otherwise at law.
2.2 Warranty Hosting: Where Website Hosting is delivered as a Service under this Contract Azzurro-Blu warrants the Services by guaranteeing an uptime performance rate of at least 99% during any calendar month. In the event that the Service falls below this uptime level Customer shall be entitled to a refund in respect of any shortfall in time calculated prorata to the monthly charge plus an uplift of 25% of such prorated amount. Where Customer identifies any downtime in respect of the Hosting Service, Customer shall notify Azzurro-Blu and Azzurro-Blu shall promptly address such issues. In respect of Website Hosting this warranty is given in lieu of all other warranties and guarantees express or implied under the Contract or otherwise at law.
2.3 Warranty General: In respect of all other Services not specifically identified above, Azzurro-Blu warrants the Services against omissions, failures, defects and otherwise unacceptable performance for a period of 60 days from completion of said Services. Where Customer determines that Azzurro-Blu has failed to perform the Service in accordance with this Warranty and with the specified Scope of Work, and so notifies Azzurro-Blu in writing before the end of the aforementioned warranty period, Azzurro-Blu shall promptly remedy such omissions, failures, or defects at its own risk, cost and expense. This warranty is given in lieu of all other warranties and guarantees express or implied under the Contract or otherwise at law.
3. Governing Law
This Contract shall be governed and construed in all respects in accordance with the Law of England and shall be subject to the exclusive jurisdiction of an English Court of Law.
4.1. If any term or provision of this Contract shall be found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or in conflict with the law, the validity or enforceability of the remainder of this Contract shall not be affected thereby.
4.2. If any provision of this Contract is found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
No failure or delay by either party in exercising, wholly or partially, any of its rights with regard to any breach or default of this Contract by the other party shall constitute a waiver of such rights and no waiver of any such breach or default shall be deemed to constitute a waiver of any other rights or any subsequent or continuing breach of default.
The Customer may not sub-licence, assign, transfer or otherwise dispose of its rights under this Contract or any part of it without the written consent of Azzurro-Blu.
7.1. Any notice or other communication pursuant to this Contract must be in writing and signed by or on behalf of the party giving it and may be served by pre-paid first class post to the address of the relevant party as set out in this Contract, by fax or subject to the provisions of clause 7.2 by email. All such notices or demands shall be deemed to have been received:
7.1.1. in the case of pre-paid first class post two Business Days after posting; and
7.1.2. in the case of fax, at the time of transmission, provided that if receipt occurs before 9am on a Business Day the notice shall be deemed to have been received at 9am on that day, and if receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice or demand shall be deemed to have been received at 9am on the next Business Day.
7.2. A communication sent by email shall not be effective unless the addressee acknowledges receipt of such communication, such acknowledgement to take the form of a reply email to include the communication being acknowledged.
8. The Proposal
8.1. Where these terms and conditions do not form part of a four Section Contract, Azzurro-Blu shall provide a Proposal to the Customer for each project. The Proposal forms part of this Contract. For the avoidance of doubt where a four Section Contract is used any proposal shall be superseded by the contents of the Contract formed using the four Sections as described within Section I Form of Agreement.
8.2. The Customer assumes sole responsibility for ensuring that the Service described in the Proposal meets its requirements before signing the Proposal.
8.3. The Customer shall return the signed Proposal by letter, fax or email as described in clause 7. Upon receipt of this order acknowledgement, a contract shall be deemed to have been created between Azzurro-Blu and the Customer for the supply of the Service.
8.4. By purchasing the Service, the Customer acknowledges that it has read these Terms and Conditions, understands them and agrees to be bound by them.
8.5. Where the Service includes Web Hosting, the Customer acknowledges that they have read the Acceptable Use Policy (AUP), understands it and agrees to be bound by it.
9.1. The contract may not be terminated following order acceptance or execution of a Form of Agreement unless a trial or rejection period has been agreed in advance or where specific termination fees are set out at Section 2 of the Contract where applicable. At the sole discretion of Azzurro-Blu, a contract may be terminated either wholly or in part subject to timing, and only once notice in writing has been notified to the Customer in accordance with clause 7 above.
9.2. For retained work billed monthly and where no contract period has been explicitly stated on the Proposal, the contract may be terminated by the Customer giving 3 months’ notice in writing in accordance with clause 7 above.
9.3. Unless otherwise stated in the Proposal or within and Termination Fee clause set out within Section 2 of the Contract or subject to clause 9.1 and clause 9.2 hereof, the contract may not be terminated except by agreement in writing of both parties and upon payment to Azzurro-Blu of such amount as may be necessary to meet the costs incurred to Azzurro-Blu up to the date of termination as determined by the appropriate notice period and to indemnify Azzurro-Blu against all loss resulting from the said cancellation.
9.4. The Customer shall have no right to seek any termination or repayment of job costs on the basis of style or composition.
10.1. During the period of this Contract and for a period of 3 years thereafter both parties undertake:
10.1.1. to keep the Confidential Information confidential;
10.1.2. not to use the Confidential Information for any purpose except the performance of its obligations under this Contract; and
10.1.3. not to use the Confidential Information so as to procure any commercial advantage over the other party.
10.2. The obligations contained in clause 10.1 above shall not apply to any Confidential Information which:
10.2.1. is already in the possession of the disclosing party other than as a result of a breach of this Contract;
10.2.2. is at the date of this Contract or at any time after the date of this Contract comes into the public domain other than through breach of this Contract; or
10.2.3. is required to be disclosed by any applicable law or regulation or by any governmental or administrative authority or by an order of any court of competent jurisdiction.
10.3. Each party undertakes to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of Clause 10 by its employees, agents and sub-contractors.
10.4. The Customer agrees that the ideas, materials and other documents relating to the Service are confidential and all proprietary rights belong to Azzurro-Blu and shall not be used or disclosed except as permitted by this Contract.
10.5. This clause 10 shall survive the termination of this Contract for whatever reason.
11. Intellectual Property Rights
11.1. Once full payment has been made and the deliverables have completed and signed off, the ownership of the rights to the deliverables created will pass to the Customer.
11.2. Third party materials, such as imagery, used in the deliverables may be subject to usage liabilities such as royalties and license fees. Azzurro-Blu shall procure such license as necessary for the use of third-party materials for use within the scope of the Proposal. The Customer should obtain written consent from Azzurro-Blu for use of any part of the deliverables outside of the scope of the Proposal.
11.3. Unless otherwise stated in the Proposal, Azzurro-Blu reserves the continuing right to use any deliverables it produces for the promotion of its services.
11.4. Where the Proposal includes Software created by Azzurro-Blu, Azzurro-Blu retains ownership of all copies of the Software and the Intellectual Property Rights (IPR) therein. The Customer has no rights to the Software or the IPR contained therein.
12.1. The following provisions set out the entire financial liability of Azzurro-Blu (including any liability for the acts or omissions of its employees, agents or subcontractors) to the Customer in respect of:
12.1.1. any breach of this Contract; and
12.1.2. any representation, statement or tortious act or omission including negligence arising under or in connection with the contract.
12.2. Subject as expressly provided in these conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.3. Nothing in these conditions excludes or limits the liability of Azzurro-Blu for death or personal injury caused by negligence or for fraudulent misrepresentation.
12.4. Subject to clauses 12.2 and 12.3:
12.4.1. Azzurro-Blu shall not be liable to the Customer for any loss or damage, costs or expenses (whether direct, indirect, incidental or consequential and whether relating to loss of profit, loss of business, business interruption, loss of data, depletion of goodwill or other such losses), suffered by the Customer which arise out of or in connection with the supply of the Service or their use by the Customer.
12.4.2. The Customer assumes all risks as to the suitability, quality, and performance of the Service.
12.4.3. Save for the provisions of clause 12.3 above Azzurro-Blu’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising in connection with the performance or contemplated performance of this contract shall be limited to, and in no event shall exceed, an amount equivalent to 50% of the Contract Price received by Azzurro-Blu during the first year of this Contract.
12.4.4. Azzurro-Blu shall not be liable for any loss, damage or delay which arises as a result of the termination of the contract between us, or for our compliance with relevant statutory or regulatory requirements.
12.4.5. It is the responsibility of the Customer to ensure that the deliverables comply with all laws, regulations and codes in all countries where the deliverables are used. The Customer agrees to indemnify Azzurro-Blu against any costs arising from the use or misuse of the deliverables.
12.5. No verbal or written information or advice given by Azzurro-Blu or its dealers, distributors, employees or agents shall in any way extend, modify or add to these conditions.
13. Payment and Pricing Terms
13.1. Where a deposit is required, Azzurro-Blu is not obliged to carry out any work before the deposit is received. In the event that any preliminary work is carried out prior to receipt of the deposit and the order is then cancelled Azzurro-Blu will invoice the Customer for this work.
13.2. All rates and prices are exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing. The Customer shall pay the VAT to Azzurro-Blu as if it were part of the Contract Price and all requirements and other provisions concerning payment of the Contract Price shall apply accordingly.
13.3. The rates and prices set out within the Proposal, once accepted by Customer as signified by the receipt of a signed Proposal, shall be applicable for 12 months from the date of signing. Azzurro-Blu reserves the right to increase the price of any work outstanding after that period.
13.4. Prior to each payment due date, Azzurro-Blu shall issue an invoice to the Customer. Unless otherwise stated in the Proposal, each invoice is payable within 7 calendar days.
13.5. If the Customer fails to make payment on a due date then without prejudice to any other right or remedy available to Azzurro-Blu, Azzurro-Blu shall be entitled to take the following actions:
a) Should a payment be late, Azzurro-Blu may suspend the Service at its sole discretion.
b) Should a payment be late by 60 or more days, Azzurro-Blu may terminate the Service at its sole discretion.
13.6. Notwithstanding the foregoing within this Clause 13, in the event that any payments due under these terms and conditions become overdue, interest on such amounts shall be payable by the Customer, from the due date to the actual date of payment, after as well as before any judgment, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and as subsequently amended at the annual rate of 8% over the Bank of England base lending rate. Such interest shall accrue on a daily basis and be compounded quarterly.
13.7. In the event that any payments due under these terms and conditions become overdue, Azzurro-Blu reserves the right to add a fee of £75 +VAT to cover the costs of administration of each invoice related to the debt.
13.8. All payments shall be paid in full without set off, deduction or counterclaim whatsoever.
13.9. Azzurro-Blu reserves the right to vary the Contract Price where Customer makes further requirements after acceptance of the Proposal. Any such variation shall be advised by Azzurro-Blu in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred. Any additional work shall be charged in accordance with the schedule of rates set out within the proposal as far as it is practical to do so.
13.10. Where the Proposal includes design work, unless otherwise stated in the Proposal, the Contract Price includes an allowance for two sets of changes to each deliverable. Additional changes shall be charged at the prevailing hourly rate. Any such variation shall be advised by Azzurro-Blu in writing and confirmed by the Customer in writing before either the work proceeds further or any charges are incurred.
13.12. The charge for carriage of goods is at additional cost to the Customer, unless otherwise stated in the Proposal and shall be recharged at cost plus 10%.
13.13. Azzurro-Blu reserves the right to charge expenses when fulfilling the work. Any mileage shall be charged at the rate of £0.45p per mile. No expenses shall be incurred without the Customer’s express written agreement.
14. Changes to Terms and Conditions and Force Majeure
14.1. These Terms and Conditions of Contract may only be changed by mutual agreement and any such change shall be the subject of an Amendment duly executed by both parties in writing.
14.2 Azzurro-Blu shall not be liable for any delay or failure in performance of its obligations under this Contract which is due to or results from any circumstances beyond its reasonable control. In any such event Azzurro-Blu shall be entitled to delay delivery of the Service.
14.3 Customer shall not be liable for any delay or failure in performance of its obligations under this Contract which is due to or results from any circumstances beyond its reasonable control. In any such event Azzurro-Blu shall be entitled to delay delivery of the Service.
15. Entire Agreement
15.1. This Contract and the documents referred to in it, constitute the entire agreement and understanding of the parties and shall supersede any previous agreement either written or oral between the parties relating to the subject matter of this Contract. No variation of this Contract shall be valid unless in writing signed by both parties.
15.2. Each of the parties acknowledges and agrees that in entering into this Contract, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Contract or not) which it may have relied on in entering into this Contract. The only remedy available to it shall be for breach of contract under the terms of this Contract. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
Should you have any questions concerning these Terms and Conditions, contact Azzurro-Blu before submitting a signed agreement to any Proposal.
SECTION II SPECIAL TERMS AND CONDITIONS RELATING TO PROVISION OF A WEBSITE, MAINTENANCE THEREOF AND WEB-HOSTING SERVICES
Azzurro-Blu provides three different types of Website Services: a) The primary platform comprises Websites built from such coding as required by Azzurro-Blu thus forming and Azzurro-Blu CMS; b) Azzurro-Blu also specialises in the use of WordPress applications and CMS to create websites; c) Azzurro-Blu specialises in the use of Craft applications and CMS to create websites.
16. Payment Terms and Pricing
16.1. New Website or Website Makeover
16.1.1. The Price for a website project shall be either based on a fixed-lump-sum Price which Price can only be adjusted by agreed variations to the work and the Price, or on a time and materials basis against an estimate. The Price shall be payable to Azzurro-Blu by the Customer as follows:
a) In the case of a fixed- price-lump-sum Price the percentage elements described below are levied against said Price; at the time of billing for the final percentage element of the fixed-price-lump sum an additional invoice shall be raised to cover all agreed Variation costs also. Payment shall be made in the following four invoice stages:
Invoice One: 50% non-refundable deposit payable on receipt of the signed Proposal Document which payment shall trigger commencement of the work by placing the order on the Azzurro-Blu Production Schedule; and
- Invoice Two: 20% upon approval of the website design and site map.
- Invoice Three: 30% upon when the website is approved to “go live”.
- Invoice Four: payment of all agreed Variation costs shall be made at the same time as payment of Invoice three. Azzurro-Blu shall issue the appropriate invoice to capture all agreed variation costs and such invoice shall be paid prior to the go-live.
- Payment for all website related work must be made in full before the website can go-live.
- b) In the case of an estimated time and materials Price, the percentage elements are levied against said estimated Price; at the time of billing for the final percentage element of said estimate an additional invoice shall be raised to cover all agreed Variation costs also. Payment shall be made in the following four invoice stages:2. Hosting Services
16.2.1 The Price for Hosting Services, as requested by the Customer, shall be payable monthly in advance. To cover the period from commencement of Service to the end of the first calendar month of Service, Azzurro-Blu shall issue an invoice pro rata to the remainder of that calendar month and Customer shall settle such invoice on the day of invoice receipt. For payment of the monthly charge for all Hosting Services thereafter Azzurro-Blu shall issue an invoice on the fifteen day the month for Services to be rendered in the following month. Customer shall settle such invoice on or before the first day of the following calendar month. The Price shall be fixed from the commencement of Contract until 1st April of the subsequent calendar year at which time it shall be increased with effect from that date and annually thereafter on accordance with the Retail Price Index (All Items) (RPI) using the period Jan to Dec inclusive of the previous year to calculate the increase. Azzurro-Blu shall communicate the calculation at the time of issuing the revised invoice.
16.3 Maintenance and Support Services
16.3.1 Ad-Hoc: Ad-Hoc Maintenance and Support Services may be paid for on a time and materials basis in an ad hoc manner as required by Customer in which case such Services as may be used will be billed at the end of the calendar month in which they occur in accordance with the Table of Rates set out within the Proposal.
16.3.2 Block of Hours: Block of Hours Maintenance and Support Services shall be paid for in advance. Azzurro-Blu shall issue an invoice for the amount of time purchased upon receipt of Customers order and Customer shall settle such invoice within seven days of its receipt by Customer. Block of Hours time shall be utilised in 30 minute increments. Azzurro-Blu shall keep an accurate record of time used from the Block and shall advise Customer via a statement of the hours consumed as appropriate.
16.3.3 Maintenance and Support Priority Agreements: Customer may elect to Purchase a Priority Agreement whereby planned maintenance and support are conducted in a programmed manner and any content changes or other change requests are treated as a priority item. Such Agreements are paid via a Monthly Fee. To cover the period from commencement of Service to the end of the first calendar month of Service, Azzurro-Blu shall issue an invoice pro rata to the remainder of the calendar month and Customer shall settle such invoice on the day of invoice receipt. For payment of the monthly charge for all Maintenance and Support Priority Agreements provided thereafter Azzurro-Blu shall issue an invoice on the fifteen day of calendar month for Services to be rendered in the following calendar month. Customer shall settle such invoice on or before the first day of the following calendar month. The Price shall be fixed from the commencement of Contract until 1st April of the subsequent calendar year at which time it shall be increased with effect from that date and annually thereafter on accordance with the Retail Price Index (All Items) (RPI) using the period Jan to Dec inclusive of the previous year to calculate the increase. Azzurro-Blu shall communicate the calculation at the time of issuing the revised invoice.17. Warranty Period
17.1 Once a website or makeover has been approved to “go-live” and has been published, the Customer must report any “snags” (defects to be corrected) within 7 Business Days of the go-live date in accordance with Clause 2.1 of Section I above. Such snags as may be identified must relate only to the scope of the Proposal (including any agreed Variations thereto) and be agreed by Azzurro-Blu to be fair and reasonable. The Deliverable will be deemed complete after either (a) 7 Business Days have elapsed since the first publishing date or (b) once any agreed “snags” have been corrected, whichever is the later of the two.
18.1. The Customer assumes sole responsibility for ensuring that the Software functionality meets its requirements before signing the Proposal.
18.2. Unless the Proposal explicitly states otherwise, the Customer bears all cost for modification to the Software in the event that the Customer discovers, subsequent to signing the Proposal, that the Software functionality does not meet its requirements
18.3. No Software or Internet service can be guaranteed to be 100% reliable. Azzurro-Blu shall not be liable for any losses caused resulting from the use of (or inability to use) the Service, due to faults in the Software or underlying software, hardware, networks or any other cause of failure.
18.4. Azzurro-Blu does not warrant any Software that has been altered or changed in any way by anyone other than Azzurro-Blu. Azzurro-Blu is not responsible for problems associated with or caused by incompatible operating systems or equipment.
18.5 In respect of a website created by Azzurro-Blu from its own coding activities thus creating an Azzurro-Blu CMS, Azzurro-Blu grants the Customer the right in perpetuity to use the website for the purpose of its design as specified within the Proposal. In keeping with standard IT practices such licences provide no warranty and the sole warranty provisions relating to the website created are set out at Clause 2 above.
18.6 In respect of a website created by Azzurro-Blu using WordPress, Craft, or other proprietary software and applications, Azzurro-Blu shall procure such licences as may be required to enable the Customer to utilise such software and applications to be used in perpetuity or as limited by the terms of the licence (in the case of any limitation Azzurro-Blu shall notify Customer of such as soon as they are made apparent to Azzurro-Blu to allow Customer to accept or refuse such limitations). In keeping with standard IT practices such licences provide no warranty once installed and operated and the sole warranty provisions relating to the website created are set out at Clause 2 above.
19. Web Hosting
19.1. The Customer agrees that it is its responsibility to source a Web Hosting service required to run the website created for it or makeover conducted for it by Azzurro-Blu. Azzurro-Blu provides such Services and Customer may elect to use such Services as provided by Azzurro-Blu.
19.2. Where Azzurro-Blu has been selected to provide the Web Hosting Service, save where Customer has elected to Purchase a Premium Service which would be stated in the Proposal Document, the Standard Web Hosting Service shall include daily backups of the data files and SQL database files used to support the website. The backups shall be copied to a location separate from the data centre/web hosting environment. Notwithstanding this arrangement Azzurro-Blu accepts no responsibility whatsoever for loss of data or information resulting from the use of this Service and Customer indemnifies Azzurro-Blu in respect of any financial losses suffered as a result of loss of data or information arising from use or non-use of this Service.
19.3. The Standard Web Hosting Service does not include any form of maintenance and support in respect of the operation of the Web Site. Neither does it include WordPress or Craft patches, updates, application support or plug-in support. Such support services must be purchased via a Maintenance and Support Agreement and will be identified within the Proposal Document where purchased by Customer.
19.4. Where Customer elects to add plug-ins to its Website either of its own volition of via a third party provider, such plug-ins cannot be added without prior consultation with Azzurro-Blu. Azzurro-Blu shall only allow the use of WordPress plug-ins that it, at its sole discretion, deems safe for use in its hosting environment. Customer acknowledges this right and warrants that it shall not proceed without due approval from Azzurro-Blu. Azzurro-Blu reserves the right to charge the Customer for time taken to investigate the suitability of “plug-ins” that have not been previously deemed safe.
19.5. Azzurro-Blu’s support in respect of the Standard Website Hosting Service is strictly related to operation of the server environment and restoring a previous backup as an occasional disaster recovery measure.
19.6. Save where the Customer has appointed Azzurro-Blu to provide Maintenance Support to the Website, the Customer shall be solely responsible for the maintenance of their WordPress or Craft application software and plug-ins and to apply security patches regularly.
19.7. Where Customer has not purchased a Web Maintenance Package it shall be Customer’s responsibility to maintain and support the website. Where Customer has not applied security patches in a timely manner and as a consequence Azzurro-Blu believes that the website poses a risk to the server environment and to other websites in any shared environment Azzurro-Blu reserves the right to disable the website until the Customer has agreed to rectify such issues. Where action needs to be taken in respect of a potential security threat so arising, and Azzurro-Blu is willing to allow the Customer time to nullify the threat without disabling the website, Azzurro-Blu shall notify the Customer in writing and Customer shall use its best endeavours to nullify such threat in a timely manner. In the event in the opinion of Azzurro-Blu, Customer does not respond in a timely manner Azzurro-Blu shall disable the Customer’s website until such action as may be required is taken.
19.8. The Customer agrees to abide by rules regarding acceptable use of the Web Hosting service:
19.8.1. The Customer agrees to abide by the separate terms and conditions of the Acceptable Usage Policy, available on request.
19.8.2. In order to ensure professional standard performance metrics with regard to hosting environments Azzurro-Blu reserves the right to use such third party server facilities and/or cloud hosting facilities as it deems fit to provide Web Hosting Services.
19.9. Azzurro-Blu shall make all reasonable efforts to ensure that the Service is available, subject to any limitations imposed by any third party in the provision of cloud or server infrastructure Services.
19.10. Azzurro-Blu may, from time to time, temporarily withdraw Service for the purpose of making enhancements available to the Customer and for maintenance or support issues.
19.11. The Web Hosting service will be provided on the basis of reasonable usage for server load, disk space and bandwidth:
19.12. Reasonable usage of the Web Hosting service in respect of shared environments will provide a maximum of 20GB of monthly bandwidth and 2GB of disk space. Dedicated environments will provide such additional bandwidth and disk space as may be set out within the Proposal for such.
19.13. In respect of shared environments due to the varying nature of a website’s content and popularity it is not possible to provide exact description of ‘reasonable usage’ for server load hence Azzurro-Blu states an expectation that 99% of its customers would not exceed ‘reasonable usage’ for server load. In respect of dedicated environments ‘reasonable usage’ shall be determined as being ‘within the technical parameters specified within the Proposal for such’.
19.14. Where the Customer’s website exceeds reasonable usage, Azzurro-Blu may offer to provide the Customer with a higher capacity service at an agreed increased fee. In circumstances where the server load is much higher than expected, Azzurro-Blu may either (a) offer the Customer a bespoke Web Hosting solution at an agreed increased fee or (b) if an agreed solution is not found the Web Hosting service may be terminated at no cost to either party.
20. Other Internet Services (Email, Domain, ISP, DNS)
20.1. The Customer agrees that it is their responsibility to source all of the appropriate services required to run their website, including domain name management, email and Internet connectivity.
20.2. Azzurro-Blu does not offer Internet Service Provider (ISP) services, such as provision of an Internet connection to the Customer’s computer or computer network.
20.3. Azzurro-Blu does not offer email services, such as the provision of a mail server for the purpose of sending email messages from the Customer’s computer or computer network, or receipt of email messages except by specific agreement set out within the Proposal. Azzurro-Blu recommends the use of Microsoft Exchange email services where email provision is required and such provision where required will be the subject of specific Service Level Agreement within the relevant proposal. Where such email services have been provided in the past, they shall continue to be supported for existing domain names only.
20.4. Azzurro-Blu may offer optional services for domain name purchase, renewal and management.
21. Domain Name Registration and Renewal
21.1. Azzurro-Blu may offer the Customer domain name purchase and renewal Services for one or more domain names related to the Customer’s website. This Service is only available where the Customer also purchases a Web Hosting service using the domain names.
21.2. The contract for the registration is between the Customer and the Naming Authority. The Customer is bound by the terms and conditions of the Naming Authority.
21.3. Azzurro-Blu cannot guarantee that they will be able to register any requested domain name and, until specific confirmation of registration has been given, the Customer cannot assume the registration has been affected.
21.4. Azzurro-Blu gives no warranty that the Internet Domain Name requested will not infringe the rights of any third party and the Customer indemnifies Azzurro-Blu in respect of any such infringements.
21.5. Azzurro-Blu reserves the right to vary the fees for domain name purchase and renewal from time to time.
21.5.1. The current fees for domain name purchases will be stated to the Customer the time of purchase.
21.5.2. The current fees for domain name renewals will be stated to the Customer in the month preceding the renewal with a minimum of 14 Business Days’ notice to allow the Customer time to transfer the domains elsewhere if required.
21.6. The fees for domain name purchase and renewal include DNS hosting if required.
21.6.1. Where DNS hosting is provided, the fees for domain name purchase and renewal include the management of the DNS records for such domains, to point the domains at the Azzurro-Blu web servers and to the Customer’s preferred email servers.
21.7. The Customer retains ownership of the domain names. Azzurro-Blu shall not withhold from assisting the customer in transferring their domain name providing that any fees due to Azzurro-Blu for any Services provided by Azzurro-Blu to the Customer have been paid in full.
21.8. Azzurro-Blu charge a flat fee which must be paid prior to transaction to facilitate the transfer of a domain name and or a Website to a third party which covers up to two hours of administrative effort to enable such a request. The fee is £150 net of VAT. Where the time required to deal with such matters as a result of technical complexity or for any other reason beyond Azzurro-Blu’s control exceeds two hours, Azzurro-Blu shall agree any charges with the Customer in advance of any further work being carried out.
21.9. Fees charged by third parties such as Nominet (for domain name registration details updates) or other domain management companies (for domain name transfers) shall be included within the fee passed to the Customer by Azzurro-Blu which fee shall be deemed to include all third party costs and administrative time associated with the purchase and management of such a transaction.
22. Domain Name Management
22.1. The Customer accepts that Azzurro-Blu may need to move the Web Hosting for a website to a different IP Address at short notice and at any time.
22.2. Where the Customer manages their own domain name, Azzurro-Blu may, at its own discretion, make Name Servers available to the Customer to allow Azzurro-Blu to manage the DNS records on behalf of the Customer. In such circumstances:
22.2.1. The Customer accepts the responsibility to point the domain names to the specified Name Servers.
22.2.2. The Customer agrees to provide contact details for an authorised representative for Name Server updates and to keep Azzurro-Blu updated with any changes to these details.
22.2.3. The Customer agrees that the authorised representative shall, on request by Azzurro-Blu, update Name Server records within 3 Business Days at all times.
22.2.4. The Customer agrees that failure to update Name Server records will result in their website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.
22.2.5. The Customer is responsible for all costs incurred to update Name Server records.
22.3. Where the Customer manages its own domain name and Azzurro-Blu does not provide Name Servers for the domain:
22.3.1. The Customer accepts the responsibility to update the DNS records used to map the domain name to the IP Address of the Web Hosting service.
22.3.2. The Customer agrees to provide contact details for an authorised representative for DNS updates and to keep Azzurro-Blu updated with any changes to these details.
22.3.3. The Customer agrees that the authorised representative shall, on request by Azzurro-Blu, update DNS records within 3 Business Days at all times.
22.3.4. The Customer agrees that failure to update DNS records will result in their website being unavailable and that even in such cases the Customer is still responsible for Web Hosting fees.
22.3.5. The Customer is responsible for all costs incurred to update DNS records.
23. Ownership of Content
23.1. The Customer is legally responsible for the content of its website(s).
23.2. Azzurro-Blu does not infer ownership of the design or content of the Customer’s website(s).
23.3. The data that a Customer is entitled to take from its website(s) upon termination of its contract with Azzurro-Blu includes the following:
23.3.1. The graphical design of the website(s) and the entitlement to reproduce this design within other websites.
23.3.2. All text and imagery incorporated as part of the website(s).
24. Third Party Software/Services
24.1. Where the Proposal includes any third party software and/or services as part of the Proposal, Azzurro-Blu will provide First Line Support only. Azzurro-Blu recommends that Customers purchase a maintenance and support programme from Azzurro-Blu to enable patches and updates to be provided as part of the maintenance Services. In the event of a fault relating to third party software Azzurro-Blu will apply reasonable endeavours to procure support as required from the third party vendor except where such Vendor has discontinued support for the product or software in question.
25. Maintenance and Support
25.1 Base Level Maintenance and Support
25.1.1. For each website built by Azzurro-Blu for the Customer under this Contract, Azzurro-Blu will provide:
- up to 1.5 hour’s training in the use of the Software to be held at the Azzurro-Blu premises in Aberdeen.
- 1 hour’s Support Time as part of the cost of the project. This Support Time expires one month after the project sign-off.
- As part of the project sign-off, Azzurro-Blu will provide assistance in setting up the DNS records to point one domain to the web server, providing that the appropriate authentication-details are provided by the Customer. Additional hosting-related support is treated as Support Time.
25.1.2. Within the Base Level Maintenance and Support Plan, no time is included to provide installation and configuration of updates, patches, plug-ins or any other maintenance to the website Software or any other related services.
25.2. Additional Support Time
25.2.1. Additional Support Time may be purchased on an Ad Hoc basis, via a Block of Hours arrangement or via a Planned Maintenance and Support Programme or using a mix of these solutions. Only under a Planned Maintenance Programme are software updates, patches and plug-in updates Azzurro-Blu’s responsibility to implement and included within the Price. Please refer to clause 25.3 below.
25.2.2. Support Time is provided via telephone or email. In the case of telephone support, call costs are to be paid by the Customer.
25.3 Optional Supplementary Support Agreements
Azzurro-Blu provides a range of Support and Maintenance Packages to support Customer websites: these packages are known as the Silver, Gold and Platinum packages and will be specified within the Proposal Document.
26.0 Web Hosting Acceptable Use Policy
26.1 Resource Use
26.1.1 The Hosting Services comprise the provision of web space on selected servers to enable the uploading of pages and files for the purpose of publishing websites.
26.1.2 The Hosting Services allows ‘unlimited’ server space for normal routine “non-file-distribution” web usage. For websites that allow downloading of video, audio or other files a bandwidth limit of fifty (50) gigabytes per calendar month shall apply.
26.1.3 Non-file-distribution usage will remain unaffected by any limit imposed on downloading of video, audio or other files.
26.1.4 In Customer’s use of the Hosting Services (other than where Customer uses its own virtual private server (VPS)), Customer shall not:
a. use more than 10% of the platform’s processing capacity. There are numerous activities that could cause such problems, including (but not limited to) CGI scripts and intensive FTP, PHP or HTTP operations
b. run stand-alone, unattended server-side processes or any daemons; including (but not limited to) IRCd
c. run any type of web spider or indexer
d. run any software that interfaces with an Internet Relay Chat network
e. run any bit torrent application, tracker, or client.
f. participate in any file-sharing/peer-to-peer activities
g. run any gaming servers
h. run entries or other scheduled tasks other than by configuring them through our control panel
i. give away web space under a domain
j. operate a proxy website or service
k. as a remote file host for other websites
l. operate self-hosted file sync or similar “cloud storage” based services including (but not limited to) OwnCloud, Pydio and Sparkleshare.
26.2 Prohibitive Uses
26.2.1 Customer shall use the Hosting Services only for lawful purposes. Customer shall not use the Hosting Services:
a. in any way that breaches any applicable local, national or international law or regulation
b. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect
c. for the purpose of harming or attempting to harm minors in any way
d. to send, knowingly receive, upload, download, use or re-use any material which does not comply with the content standards set out below
e. to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (also known as SPAM – see below)
f. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
26.3 Content Standards
26.3.1. These content standards apply to any and all material that Customer allows to be hosted through the Hosting Services and to any interactive services associated with it.
26.3.2. Customer shall comply with the spirit of the following standards. The standards apply to each part of any Material as well as to its whole.
26.3.3. Material must:
a. be accurate (where they state facts)
b. be genuinely held (where they state opinions)
c. comply with applicable law in the UK and in any country from which they are posted
26.3.4. Material must not:
a. contain any material which is defamatory of any person
b. contain any material which is obscene, offensive, hateful or inflammatory
c. contain any material that is pornographic
d. promote violence
e. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
f. infringe any copyright, database right or trade mark of any other person
g. be likely to deceive any person
h. be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of care or confidence
i. promote any illegal activity
j. be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety
k. be likely to harass, upset, embarrass, alarm or annoy any other person
l. be used to impersonate any person, or to misrepresent identity or affiliation with any person
m. give the impression that they emanate from Azzurro-Blu, if this is not the case
n. advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
26.4 Zero Tolerance Spam Policy
26.4.1. Azzurro-Blu applies a zero tolerance stance against the sending of unsolicited email, bulk emailing and spam. Azzurro-Blu may terminate the account of any user who sends out spam with or without notice.
26.4.2. Websites advertised as spam shall not be hosted on the servers provided under this Contract. This provision includes, but is not limited to, spam sent via fax, phone, postal mail, email, instant messaging or newsgroups. Any user account which results in the hosted IP space being blacklisted will be immediately suspended and/or terminated and Azzurro-Blu reserves the right to pursue Customer for damages in such circumstances.
26.4.3. Azzurro-Blu reserves the right to require changes or disable as necessary any website, account, database or component that does not comply with this policy.
26.4.4. Azzurro-Blu reserves the right to charge the holder of the account used to send any unsolicited email, a clean-up fee or any charges incurred for blacklist removal at its sole discretion.
26.5 Reselling and Subletting
26.5.1 Customer agrees not to:
a. re-sell, sublet or otherwise for the use of third parties any part of the Hosting Services
b. access without authority, interfere with, damage or disrupt
i. any part of the Hosting Services
ii. any equipment or network used to provide the Hosting Services
iii. any software used in the provision of the Hosting Services
iv. any equipment or network or software owned or used by any third party
26.6 Termination and Suspension
26.6.1. Azzurro-Blu will determine, at its sole discretion, whether or not there has been a breach of this acceptable use policy through Customer’s use of the Hosting Services. When a breach of this policy has occurred, Azzurro-Blu may take such actions as it deems appropriate.
26.6.2. Failure to comply with this acceptable use policy constitutes a material breach of the terms and conditions of this Contract under which you are permitted to use the Hosting Services, and may result in Azzurro-Blu taking all or any of the following actions:
a. immediate, temporary or permanent withdrawal of Customer’s right to use the Hosting Services
b. immediate, temporary or permanent removal of any Material (as defined in paragraph 5.1) uploaded to the servers
c. issue of a warning to Customer
d. issue of legal proceedings against Customer for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach
e. further legal action against Customer
f. disclosure of such information to law enforcement authorities as may reasonably be required.
26.7 Changes to this Acceptable Use Policy
Azzurro-Blu may revise this acceptable use policy at any time due to legislative requirements by writing to Customer to communicate the required changes to comply thereto.
SECTION III SPECIAL TERMS AND CONDITIONS RELATING TO MARKETING SERVICES
Azzurro-Blu provides a variety of Marketing Services. Where the Proposal includes Marketing Services the clauses in Section III apply.
27. Payment Terms and Pricing
27.1. For printing and physical goods, unless otherwise stated in the Proposal, the Price shall be payable to Azzurro-Blu on receipt of the order acknowledgement.
27.2. For ad-hoc project work consisting of a single deliverable, unless otherwise stated in the Proposal, the Price shall be payable to Azzurro-Blu on receipt of the order acknowledgement.
27.3. For retained work billed monthly, unless otherwise stated in the Proposal, the agreed monthly element of the Price shall be payable to Azzurro-Blu by the first working day of the month, in advance of the work to be carried out.
27.4. For project work consisting of multiple deliverables, unless otherwise stated in the Proposal, the Price shall be payable to Azzurro-Blu as follows:-
27.4.1. 50% non-refundable deposit payable on receipt of the order acknowledgement; and
27.4.2. 25% upon the approval of the initial concept document.
27.4.3. 25% upon final completion / delivery / sign-off.
28. Deliverables Including Goods
28.1. Where a deliverable includes goods to be received by the Customer:
28.1.1. The passing of risk shall occur on the day of the delivery to the Customer.
28.1.2. If goods are received by the Customer in any way damaged upon delivery, the Customer must advise Azzurro-Blu within 24 hours of delivery of the nature of the damage and must retain the Goods as delivered.
28.1.3. The maximum extent of Azzurro-Blu’s liability for damaged goods will be, at its sole discretion depending on the circumstances: a return of the Price related to the goods or replacement of the goods.
28.1.4. Goods remain the property of Azzurro-Blu and title remains with Azzurro-Blu until payment has been made in full.
28.1.5. All times or dates given for delivery of the Service are given in good faith and shall not be of the essence of any contract.
28.1.6. Azzurro-Blu shall make every effort to achieve any quoted delivery dates and execute any obligations set out in the Proposal but will not be under any liability if delivery is delayed or prevented by events beyond its control or as a result of delays by the Customer.
SECTION IV SPECIAL TERMS AND CONDITIONS RELATING TO SEARCH ENGINE OPTIMISATION (SEO) SERVICES
29. SEO Services Overview
29.1 Azzurro-Blu will provide Customer with Search Engine Optimisation Services (hereinafter referred to as “SEO”) as described within this Section VII of the Contract.
29.2 Azzurro-Blu will use specific keywords and/or phrases to improve the search engine ranking of, and/or position the contents of the Customer’s website, such website to be specified within the Proposal Document.
29.3 Azzurro-Blu’s SEO services are intended to serve two main purposes: 1) to provide the Customer with increased exposure in search engines, and 2) to drive targeted online traffic to the website.
29.4 Azzurro-Blu’s SEO Services will include (but may not be limited to) the tasks set out at 42.5 below. Ceilings on the level or activity relevant to the target metrics may be set out within the proposal document or subsequently agreed via email exchange to give context to the scope of activity to be performed from time to time. In the absence of specific activity ceilings the activity shall be governed by the amount of time available relevant to the hourly consultancy rate and the level of fee payable on a monthly basis.
29.5 Typical Tasks:
- Researching keywords and phrases to select appropriate, relevant search terms;
- Obtaining “back-links” from other related websites and directories in order to generate link popularity and traffic..
- Editing and/or optimization of text for various html tags, meta data, page titles, and page text as necessary.
- Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
- Recommend, as required, additional web pages or content for the purpose of “catching” keyword/phrase searches.
- Create traffic and ranking reports for Customersite.tld and any associated pages showing rankings in the major search engines.
- Customer Obligations
30.1 For the purposes of receiving professional SEO services, the Customer agrees to provide the following:
- Administrative/back-end access to the website for analysis of content and structure.
- Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
- Unlimited access to existing website traffic statistics for analysis and tracking purposes.
- Authorization to use Customer pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by Azzurro-Blu for search engine optimization purposes.
- Additional Content
31.1 If Customer’s site is lacking in textual content, Customer will provide additional text content in electronic format for the purpose of creating additional or richer web pages. Azzurro-Blu can create site content at additional cost to the Customer. Where such additional content requirement is not set out within the Proposal Document and is subsequently required by Customer, such a requirement shall be the subject of a variation to the Proposal Document which must be signed by both parties before work may commence.32. Customer Acknowledgement
32.1 Customer acknowledges and agrees the following with respect to SEO services:
- All fees are non-refundable.
- All fees, services, documents, recommendations, and reports are confidential and shall be dealt with in accordance with the provisions of the Confidentiality Clause set out at Part I of the Contract.
- Azzurro-Blu has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Customer’s website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
- Due to the dynamic nature of competition for SEO rankings and as a result of the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms, and other competitive factors, Azzurro-Blu cannot and does not guarantee to achieve or maintain any ranking status on any page and on any search engine for any particular keyword, phrase, or search term.
- Google and other search engines have been known to hinder the rankings of new websites (or pages) until they have proven their viability by being in existence for more than 6 months. This is commonly referred to as the “Google Sandbox.” Azzurro-Blu assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
- Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Azzurro-Blu will re-optimise the website/page based on the current policies of the search engine in question.
- Some search directories offer expedited listing services for a fee. If the Customer wishes to engage in said expedited listing services (e.g., paid directories), the Customer is responsible for all paid for inclusion or expedited service fees. Azzurro-Blu can offer a list of expedited listing services upon request.
- Linking to “bad neighbourhoods” or getting links from “link farms” can seriously damage all SEO efforts. Azzurro-Blu does not assume liability for the Customer’s choice to link to or obtain a link from any particular website without prior consultation.
- Third Party Changes.
33.1 Azzurro-Blu is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Customer’s website.34. Additional Paid Services
34.1. Additional Services not listed herein (such as purchasing and managing pay-per click campaigns, copywriting, link baiting, etc.) are not included in Azzurro-Blu SEO Services. These Services are available as marketing tasks under the Marketing Services portion of this Contract and must be stipulated within the Proposal Document.
- Customer Guarantee for Use of Additional Elements
35.1 The Customer guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork provided by Customer or its nominated third party to Azzurro-Blu for inclusion on the website above are owned by the Customer, or that the Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Azzurro-Blu and its subcontractors from any liability or suit arising from the use of such elements.36. Customer Overwriting
36.1 Azzurro-Blu is not responsible for the Customer overwriting SEO work on the Customer’s site. (e.g., Customer/webmaster uploading over work already provided/optimized). The Customer will be charged an additional fee for re-constructing content, based on the hourly rate for SEO Consultancy Services set out within the Proposal Document.37. Payment for SEO Services
37.1 Unless stipulated otherwise within the Proposal Document the SEO Price shall be billed monthly with effect from the end of the first calendar month of SEO campaign activity in accordance with the Payment Terms set out at Clause 13 of Section I to this Contract. A timetable of events showing the SEO campaign start date shall be identified within the Proposal Document.