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TT Online Terms and Conditions

 

Please note that the following terms are across all our services, if you are not sure and would like to discuss which terms apply to you and your purchased services then please contact us at: info@ttonline.co.uk

 

1. DEFINITIONS

In this document the following words shall have the following meanings:

ISP shall mean Internet Service Provider

IPS shall mean Internet Protocol Service

DNS shall mean Domain Name Server

TLD shall mean Top Level Domain

FTP shall mean File Transfer Protocol

SEO shall mean Search Engine Optimisation
 

1.1 “Agreement” means these Terms and Conditions together with any additional agreed terms;

 

1.2 “Client” means the organisation or person who purchases services from TT ONLINE ;

 

1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

 

1.4 “Service Specification” means a statement of work, quotation or other similar document describing the services to be provided by TT Online;

 

 

1..5 A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties Act 1999) to enforce any Term of these Terms and Conditions.

 

2 GENERAL

 

2.1 These Terms and Conditions shall apply to all contracts for the supply of services by TT Online to the Client. It is the responsibility of the client to check these terms and conditions periodically for any updates, although where possible and where applicable TT Online will strive to inform clients of any changes that will affect them.

 

2.2 Before the commencement of the services TT Online shall submit to the Client a Service Specification which shall specify the services to be performed and the fees payable. The Client shall notify TT Online immediately if the Client does not agree with the contents of the Service Specification. All Service Specifications shall be subject to these Terms and Conditions.

 

2.3 TT Online shall use all reasonable endeavours to complete the services within estimated time frames.

 

2.4 Clients must ensure that they have provided TT Online with a valid email address for correspondence and notify TT Online of any change in the status of this email address, and if this email address is no longer accepting email it is the responsibility of the client to inform TT Online immediately.

 

3 FEES AND PAYMENT

 

3.1 The fees for the performance of the services are as agreed in your application. TT Online shall invoice the Client for the services.



3.1b All website design & artwork will remain the Copyright & intellectual property of TT Online. And can only be used with the written permission of TT Online.

 

3.2 Invoiced amounts shall be due and payable within 30 days of receipt of invoice. TT Online shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.
 

3.3 The ongoing monthly service can be cancelled at any time, for any reason by the client or TT Online by providing 30 days notice. Payment for ongoing services is collected in advance by standing order / direct debit on the 1st or 16th of each month as agreed at the start of your agreement, if you are unable to pay by standing order / Direct Debit then there will be an admin charge of 10%. If payment is not received your services will be suspended and you may incur a reconnection fee of £199

 

4 CLIENT’S OBLIGATIONS

 

4.1 To enable TT Online to perform its obligations under this Agreement the Client shall:

 

4.1.a co-operate with TT Online;

 

4.1.b provide TT Online with any information reasonably required by TT Online;

 

4.1.c obtain all necessary permissions and consents which may be required before the commencement of the services; and

 

4.1.d comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.

 

4.1.e deal with TT Online staff in reasonable, professional and non-abusive manner.

 

4.2 The Client shall be liable to compensate TT Online for any expenses incurred by TT Online as a result of the Client’s failure to comply with Clause 4.1.

 

4.3 Without prejudice to any other rights to which TT Online may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Service Specification, the Client shall be required to pay to TT Online as agreed damages, not as a penalty, the full amount of any third party costs to which TT Online has committed; and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the TT Online losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.

 

4.4 In the event that the Client or any third party, not being a sub-contractor of TT Online, shall omit or commit anything which prevents or delays TT Online from undertaking or complying with any of its obligations under this Agreement, then TT Online shall notify the Client as soon as possible and:

 

4.4.a TT Online shall have no liability in respect of any delay to the completion of any project;

 

4.4.b if applicable, the timetable for the project will be modified accordingly;

 

4.4.c TT Online shall notify the Client at the same time if it intends to make any claim for additional costs.







 

5 ALTERATIONS TO THE SERVICE SPECIFICATION

 

5.1 The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.

 

5.2 The Client may at any time request alterations to the Service Specification by notice in writing to TT Online. On receipt of the request for alterations TT Online shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.

 

5.3 Where TT Online gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise TT Online by notice in writing whether or not it wishes the alterations to proceed.

 

5.4 Where TT Online gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Specification shall be amended to reflect such alterations and thereafter TT Online shall perform this Agreement upon the basis of such amended terms.

 

6 REGISTRATION OF DOMAIN NAME (By)

 

6.1 The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties.

 

6.2 The client agrees that all domain names are registered under the property of TT Online until all contractual fees have been paid in full.  On full payment the ownership of the domains will become the property of the client.

 

6.3 The client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents – http://www.nic.uk/ref/terms.html

 

6.4 The client agrees that TT Online are not held accountable for errors made on the part of the naming authorities/registration agents.

 

6.5 TT Online guarantee that should the naming authorities/registration agents alter, the clients will be notified immediately via TT Online website.

 

6.6 The client acknowledges that they cannot cancel any domain names once registered. On completion of payment, ownership of the domain names will be granted to the client.

 

6.7 The client understands that on completion of the contract, there is a hosting fee paid annually. If this fee, or any other fees are not received by TT Online, the client understands that they may have their service suspended until payment has been made in full.

 

6.8 In the event of the domain name becoming unavailable during the registration and authorisation period, TT Online will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that they are still subject to the same fees and charges.

 

7 RENEWAL OF DOMAIN REGISTRATION

 

7.1 TT Online assures the client that the best endeavours will be made to renew all domain names automatically after the twenty-four month registration period; however the client acknowledges that TT Online will not be held accountable for the failure to do so.

 

7.2 The client agrees that prior to the renewal of any domain names, the annual renewal fee will be made payable to TT Online.

 

7.3a The client understands that they will be informed about the renewal date a minimum 30 days in advance by writing or by email.

 

7.3b The E-Commerce and Website / CMS Service’s will renew domain names automatically unless requested not to by the client no later than 90 days before the renewal date.

 

7.4 The client agrees that neglect to pay any annual or outstanding fees will defer the registration / renewal of any domain names. This action will not yield any refunds.

 

7.5 The client agrees that they are to provide 60 days notice before the cancellation of any domain names. Neglect to provide this notice will result in the continuous process of the domain re-registration and consequent payment to take place.

 

7.6 The client understands that TT Online are not responsible for any materials lost due to clients neglect to pay renewal domain registration.

 

7.7 As stated in clause 6.8, should the domain become ineffective, TT Online shall provide and register a new domain name, with no refunds given.

 

7.8 Clients may transfer any domain names to a different Internet Service Provider (ISP) if they have provided at least 60 days notice before the next renewal payment and if their account has been settled. The client agrees that neglect to provide this notice will result in the payment of the renewal fee and a release fee.

 

8 TRANSFER OF A DOMAIN NAME

 

8.1 The client acknowledges that should they request TT Online to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:-

 

8.1a in the case of UK Top Level Domains (TLD’s) to modify the Internet Protocol Server (IPS) Tag as required by TT Online

 

8.1b in the case of international TLD’s to replace the name servers, admin, technical and billing contact with the relevant details received from TT Online.

 

8.2 Once the agreement has been cancelled or terminated, the client has the right to transfer any domain names to a third party server. The transfer is dependent on a transfer form being completed and all fees being paid in full in accordance to the Price List. All domain names cannot be permitted transfer if requested within 60 days of the renewal date.

 

8.3 The client acknowledges that TT Online will not be held accountable for any obstructions in the transfer of the domain name by any third parties and that all fees should be paid according to the agreement signed.

 

8.4 The client acknowledges that TT Online has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments, or if the contractual period has not yet expired.

 

8.5 The client agrees that they are fully responsible for the transfer of the website. TT Online will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.

 

8.6 The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of TT Online.

 

8.7 The client agrees that should an ISP deny the release of a domain name, TT Online are not held accountable and are not permitted to interfere with the ordeal. Should TT Online choose to intervene, the client understands that there will be a domain name handling fee. This fee is not refundable should the transfer still be unsuccessful.

 

8.8 The client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, TT Online will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.

 

8.9 Domain name transfers, occurring within 2 months of the renewal date, will take longer than initial transfer requests.

 

8.10 All transferred domain names will be registered to TT Online until all agreed fees have been paid in full. The domain name may be transferred to the client, upon request, once all contractual fees and duties have been completed.

 

9. SERVICES

 

9.1 TT Online shall upon receiving payment as agreed between both the client and TT Online provide a service for the relevant packages stated below namely ecommerce, websites, CMS websites, design, hosting and search engine optimisation are subject to the Client providing the relevant content in order to complete service specification. If the client fails to provide TT Online with any information for the completion of any of these services then TT Online hold the right to void all services with no refunds issued.

 

9.2 TT Online reserve the right to use clients websites and SEO results as examples and / or case studies. This includes displaying images and screenshots of sites and / or logos across varies medias such as PDF’s, blogs etc. If the client wants to opt out of this they can do so by contacting their account manager at any time.

 

9.3 The ongoing monthly service can be cancelled at any time, for any reason by the client or TT Online by providing 30 days notice. Payment for ongoing services is collected in advance by Standing Order / direct debit on the 1st or 16th of each month as agreed at the start of your contract, if you are unable to pay by Standing Order /  Direct Debit then there will be an admin charge of 10%. If payment is not received your services will be suspended and you may incur a reconnection fee of £199 + VAT.

 

9.3.b If your standing order / direct debit fails for any reason such as insufficient funds, then it will be collected along with the following months collection if not settled beforehand.

 

 

9.4 Any offer of free or discounted Google Ad Words is dependent on availability.

 

10 ECOMMERCE

 

10.1 The client understands that ecommerce is a prepaid service that requires specific information in order to run the program. TT Online use various freely available 3rd party platforms for ecommerce development which are then modified to client specific needs.

  

10.2 The client acknowledges that full payment is required before the service can be provided.

 

10.3 TT Online requires all information requested which will be discussed with your project manager in your initial set up call. The neglect to provide all relevant information or data may result in additional charges.

 

10.4 In the case of retrieving information from an existing ecommerce solution or other website designed by a third party TT Online are aware of the difficulties that clients may have sending websites via a web interface, so aid may be given voluntarily. However, the client must understand that a fee will be charged if the delivery of the final solution is required.

 

10.5 The client understands that TT Online aim to have websites set-up within a 4 to six week period dependant on the client providing all requested information within a reasonable period of time. If the client fails to TT Online with the requested information then the final balance will be due for payment. The client also acknowledges that any outstanding payments are due at this time and the project may only be delayed or placed on hold if agreed with one of the directors.

 

10.6 The client acknowledges that they are notified about the location of their website during the development phase and is informed about what information is required in order to make the site complete. The client understands that any changes to the site, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring of the site after the client has signed it off as completed will require extra work and may incur extra charges.

 

10.7 The client is completely responsible for the legality of their website content in regards to trading standards and all information displayed on their website.

 

10.8a The client acknowledges that there are a minimum of 18 merchant facilities to choose from once the site is up and running and will be advised by TT ONLINE on the best option to suit their business:

 

10.8 b A fee may be required to some providers before their system is made available.

 

10.9 SSL System (secure socket layer) – TT Online will integrate this system if requested in original sign up or at an additional charge.

 

10.10 The client understands that they are responsible for any modifications to the product information, site documents, and any other up-dateable sections made by the client, using the management console. Unless otherwise agreed the client is responsible for inputting their own content through the back office system provided. Full training will be available for this on request.

 

10.11 There are monthly fees made payable to TT Online for such services as the maintaining of the website and renewing of the licence. The client understands that any extra work or upgrades will result in additional charges or annual renewal fees.

 

10.12 Once live the client agrees to pay an ongoing monthly fee to cover hosting, emails, ongoing training and support. This can be cancelled at any time, for any reason by the client or TT Online by providing 30 days notice.

 

10.13 TT Online supplies a Customer Service Team that is readily available to offer aid to the client with regards to the E Commerce Service back office management control panel. The support will be provided through email and/or telephone.

 

10.14 On payment of the final balance the client accepts that the project is completed and all intellectual property rights, design and website files become the property of the client, unless otherwise agreed in additional terms and conditions agreed by both parties.

 

10.15 TT Online reserve the right to have accreditation placed on the footer of the website of at least the home page, unless otherwise agreed in additional terms and conditions agreed by both parties. If the client wishes to remove this there is a admin charge of £199

 

11 WEBSITES / CMS, DESIGN, ECOMMERCE, HOSTING, AND ALL OTHER SERVICES PROVIDED BY TT ONLINE

 

11.1 The client understands that their website will be designed based on their choices and instructions completed in discussions with their account manager after sign up. The client understands that all website projects are a prepaid service that requires specific information in order to run the program. TT Online use various freely available 3rd party platforms for website development which are then modified to client specific needs.  All websites are configured to the latest, stable versions of Internet Explorer, Firefox and Chrome.

 

11.2 Once the initial payments have been processed, information will be required to be provided by the client with regards to the design of the site, the client will be contacted by their account manager to confirm this process. TT Online will not be held accountable for any delay in the service as a result of insufficient information or neglect to provide information in the correct format. Failure by the client to arrange final training within an acceptable time frame of 30 days will result in all final balances being due for payment.

 

11.3 The client understands that they have a maximum of 4 weeks to provide all relevant information requested by TT Online to begin building / creating their package. Neglect to provide this will result in a loss of any fees/deposits that the client has already paid and result in the service being suspended.  TT Online standard 4-6 week period of site creation commences once we have received all of this information.

 

11.4 A consultation with your appointed business manager will be arranged once all information has been provided and payment received. This consultation will be used to discuss the aesthetic aspects of the site and advice will be offered in order to maximise the website’s potential.

 

11.5 TT Online host all websites on Linux based web servers. The standard hosting package has 5GB of disk space and 5GB of bandwidth transfer per month. Additional space and bandwidth can be purchased if required.

 

11.6 The client understands that website layouts or changes of material are not applicable once the website has been designed and / or hosted, however the client will be given the chance to alter minor aspects of the website should they be dissatisfied.  Any major site redesigns will be charged accordingly.

 

11.7 Once live the client agrees to pay an ongoing monthly fee to cover hosting, emails, ongoing training and support.

 

11.9 TT Online are not responsible for the content placed on any sites that we provide ftp access or content management systems for. It is the responsibility of the client to ensure all content is appropriate. Unless otherwise agreed the client is responsible for inputting their own content through the back office system provided. Full training will be available for this.

 

11.10 On payment of the final balance all intellectual property rights, design and website files become the property of the client, unless otherwise agreed in additional terms and conditions agreed by both parties.

 

Any 3rd party software used such as forums or blogs that requires future upgrades will be charged accordingly as and when requested by the client.

 

11.11 TT Online reserve the right to have accreditation placed on the footer of the website of at least the home page, unless otherwise agreed in additional terms and conditions agreed by both parties. If the client wishes to remove this there is a admin charge of £199

11.12 If your site is being hosted via a 3rd party company for your ecommerce shop, you will be notified of who this third party company is.  It is then the responsibility of the client to read up on any additional terms and conditions that may apply from any agreed 3rd party host.

11.13.  TT Online will specify the hosting package that the client will be placed on.  The client can request alternative hosting platforms.  However this will be at an additional cost to the client
 

12 SEARCH ENGINE OPTIMISATION (OPTIMIZATION, SEO)

 

SEO Definitions

 

“SEO services” refers to all the actions or services provided by TT Online as detailed in the SEO Specifications From.

 

Terms including “social media exposure”, “writing product descriptions”, “press release submission”, “manually create Meta tags”, “XML sitemap creation”, “Google Shopping optimisation”, “Google Places optimisation”, all refer to SEO service options which may or may not be included in your SEO services package.

 

“Fair use policy” refers to TT Online’s policy regarding the amount of time you may take advantage of our additional email and telephone support which is defined by what level of SEO services you receive. These are as follows: Starter package – up to 1 hour per month, Small Business Package – up to 2 hours per month, Advanced – up to 2 hours per month, Premium – up to 6 hours per month. Your SEO Consultant can tell you which package you fall into.

 

“Best practice” refers to the generally accepted informally-standardized, best techniques, methods or processes that have proven to be effective at achieving a given task.

 

12.1.    Your SEO services cannot begin until you have paid for your first month.

 

12.2.    Any additional SEO services you add to your existing SEO services at a later date, will incur an additional charge.

 

12.3.    We do not hold you into a contract but by agreeing to these terms and conditions you agree you will serve us with a minimum of 30 days’ notice (either in writing, or by a phone call which is then followed up by an email) if you wish to cancel your SEO services at any stage.

 

12.4.    In the unlikely event that you choose to end your contract with TT ONLINE it is solely your responsibility to remove any access you have granted TT Online to, for example, your ftp details, your back office, Google accounts or services or any other accounts.

 

12.5 TT Online will always recommend key phrases that have the potential to bring you the quickest return on your investment. If you pick key phrases that we do not recommend, TT Online cannot guarantee any timescales or increase in traffic as a result.

 

12.6.    Any SEO work you perform out with our recommendations, including link building, changes to your website or anything else that negatively affects your rankings or your conversions will not be deemed the responsibility of TT Online.

 

12.7.    Any failure on your part to stay in regular contact with us regarding changes to your site including confirmation and approval of key phrases or content etc. that affects your SEO services negatively is not the responsibility of TT Online 

12.8.    Any onsite SEO work recommended will only be carried out by TT Online if the website has been built by TT Online. If TT Online did not build the website TT Online will act as a consultant for any onsite SEO work recommended.

 

12.9.    TT Online will not be held responsible for any illegal activities your website is involved in or promotes, e.g. selling counterfeit goods.

 

12.10.    Any external influences that affect your site negatively through hosting services, domain registration or any others will not be held as the responsibility of TT Online.

 

12.11.    Unless otherwise agreed; you are responsible for inputting and creating your own content.

 

12.12.    Content created on your behalf by TT Online, once you have approved it, is no longer the responsibility of TT Online. You accept full responsibility for its accuracy, maintenance and its legality.

 

12.13.    Search engines change their algorithms regularly, which can result in fluctuations in your search ranking positions.  TT Online will not be held responsible for these fluctuations or if an algorithm change results in dramatic changes to the fortunes of your website and/or its rankings.

 

12.14.    You agree to our ‘Fair Use Policy’ in regards to our ‘additional email and telephone support’.

 

12.14.b Fair Use Policy:
 

Starter package: up to 1 hour per month

Small Business Package:  up to 2 hours per month

Advanced Package: up to 2 hours per month

Executive Package: up to 2 hours per month

 

Any additional  support out with  your allocated time may be subject to further charges. Invoiced at an hourly rate.

 

12.15.    Google AdWords vouchers are available to all eligible clients (as per your contract) but must be requested by you and are only redeemable by clients who have a new Google AdWords account that has been active for less than 14 days.

 

12.16.    All Google Analytics usage is in line with Google Analytics terms of service.

 

12.17.    All Google Webmasters usage is in line with Google account terms of service.

 

12.18.    TT Online will not be held responsible for any loss of data you may experience from Google Analytics.

 

12.19.    For “Google Shopping optimisation TT Online will set up a Google base feed on your website only if the website has been built by TT Online.  If TT Online did not build the website, TT Online will act as a consultant on ‘best practice’ procedures and techniques to create one.

 

12.20.    For “Google Places optimisation TT Online will only act as a consultant offering advice and ‘best practice’ procedures and techniques in creating and optimising your Google Places listing.

 

12.21.    For “XML sitemap creation”, TT Online will create an automatically updating XML sitemap only if TT Online built the website. If TT Online did not create the website, TT Online will create a static XML sitemap and upload it to Google Webmaster Tools.

 

12.22.    It is your responsibility to create a Google account and provide unrestricted access to it for TT Online to set up Google Analytics and Google Webmaster tools.

 

12.23.    For “manually create Meta tags”, TT Online will allocate time every month, taken from your SEO services as detailed in your SEO specification form.

 

12.24.    For “press release submission”, you agree to approve each press release in advance before they are submitted. Failure to submit press releases as a result of clients not approving press releases in a timely manner is not the responsibility of TT Online.

 

12.25.    For “social media exposure”, it is your responsibility to create social networking accounts for Facebook, Twitter, LinkedIn and any other social networks TT Online recommends and to provide access to these accounts for TT Online where ‘social media exposure’ is included in your SEO services.

 

12.26.    For “writing product descriptions TT Online will allocate time every month, taken from your SEO services, as detailed in your SEO specification form.

 

 

13 WARRANTY

 

13.1 TT Online warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.

 

14 INDEMNIFICATION

 

The Client shall indemnify TT Online against all claims, costs and expenses which TT Online may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against TT Online alleging that any services provided by TT Online in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.

 

15 LIMITATION OF LIABILITY

 

15.1 Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of TT Online to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.

 

15.2 In no event shall TT Online be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever.

 

15.3 Nothing in these Terms and Conditions shall exclude or limit TT Online liability for death or personal injury resulting from TT Online negligence or that of its employees, agents or sub-contractors.

 

16 TERMINATION

 

Either party may terminate this Agreement forthwith by notice in writing to the other if:

 

17.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;

 

17.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;

 

17.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;

 

17.4 the other party ceases to carry on its business or substantially the whole of its business; or

 

17.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

 

18 FORCE MAJEURE

 

Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

 

19 DATA PROTECTION

 

All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.

 

20 INDEPENDENT CONTRACTORS

 

TT Online and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. TT Online may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve TT Online of its obligations under this Agreement.

 

21 ASSIGNMENT

 

The Client shall be entitled to assign its rights or obligations or delegate its duties under this agreement with the prior written consent of TT ONLINE.

 

22 SEVER ABILITY

 

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason in accordance with the law of England and the parties hereby submit to the jurisdiction of the English courts., such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

 

23 WAIVER

 

The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

 

24 NOTICES

 

Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been served at the time by which the letter was served via recovered delivery.

 

25 ENTIRE AGREEMENT

 

This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

 

26 NO THIRD PARTIES

 

Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

 

27 GOVERNING LAW AND JURISDICTION

 

This Agreement shall be interpreted and construed according to, and governed by, the laws of Scotland, excluding any such laws that might direct the application of the laws of another jurisdiction. Edinburgh court shall have jurisdiction to hear any dispute under this Agreement.

 

28 TERMS OF TELEPHONE SERVICE

 

28.1 TT Online Customer Relations department aim to provide the best service. If for some reason the client is unsuccessful in getting through to our Customer Relations department, you can either leave a message on the answer phone and we will get back to you as soon as possible or email us at info@ttonline.co.uk.  If during the customer relations call the client is abusive TT Online hold the right to remove the clients support privileges. Telephone calls and / or emails shall be responded to within a maximum of 24 hours except on weekends when it will be the next working day.

 

29 SUSPENSION AND CANCELLATION OF SERVICES

 

29. TT Online hold the rights to cancel and suspend any services to the client if they are not responding to any notices or providing the relevant content set out in the service specification. There has to be a level of commitment from the clients behalf in order for TT Online to provide a full service. If the client fails to provide the relevant content to their package(s) after 4 weeks from sign up date, or TT Online to maintain regular correspondence again up to 4 weeks, TT Online reserve the right to suspend any services the client has with TT Online If the client wishes to reinstate their account they may be liable to pay £199 .

 

29.2 Any refunds due on cancellation of services as agreed with TT Online will be paid within 60 days of confirmation of cancellation.

 

29.3 If you wish to move your site away we will send you all the website files and database(s) to you by recorded delivery.  There is a £50 admin charge for this.



29 GOOGLE ADWORDS CAMPAIGNS

29.1 TT Online will manage a clients agreed budget for a specific agreed amount per month. All campaigns will start only after funds have cleared from the client to TT Online.  

29.2. It is the full responsibility of the client to understanding the terms applied by google in running a marketing campaign on their search engine.  TT Online will not be held liable whatsoever for any changes made by Google that cause any negative impact to the clients business or website.

29.3 In order to cancel an adwords campaign the client must give 30 days notice and all campaigns will cease thereafter

29.4 For all adwords campaigns, unless otherwise agreed at point of sale, TT Online will charge a 25% management fee deducted from the client monthly budget.   No other charges will be applied for the Ad campaign.

29.5 TT Online cannot guarantee how often the clients advert will appear in the Search engine, nor cannot define the price applied by Google for clicks onto there site via the advert.  This is defined in Googles terms and conditions.  TT Online will not be held liable whatsoever to the terms of service that Google have for any Adword campaign.

29.5 It is the responsibility of the client to familiarise themselves with the Google adwords terms and conditions.  TT Online will carefully select key phrases on behalf of the client that are related to their industry.  However TT Online will in no way be held liable whatsoever to the impact, positive or negative to the clients business, for this campaign

For Google Adwords terms please follow the link…https://support.google.com/adwordspolicy


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