Contractual Service Website Order T&Cs

These terms are only applicable if you have a paid service contract with us purchased directly through this website. 

This contract is formed when you explicitly tick a box to acknowledge your agreement of the following terms. 

If you do not you are still bound by our Website Terms and Conditions and may be bound by other terms if you enter some other contract with us. 

When purchasing digital services through this website you agree to all the terms between yourself (“Client”, “you”) and Jake Symons t/a Waterdown Media (“Waterdown Media”, “we”, “us”).

While Waterdown Media accepts orders directly on this website we can also take orders via email. Contact [email protected] if you have your own contract from previous agencies you’d like us to sign or if you need to negotiate specific terms such as termination clauses or our refunds policy. 

The availability of website ordering is at Waterdown Media’s discretion. If you are unable to place a website order please email or use on the on-site contact forms to place your order manually. 

If you do not contact us prior to placing a website order you acknowledge and agree to all the following binding terms. Any further changes to these terms will need to be signed by both of us to become binding.

You may be asked to provide identification as part of our due diligence and money laundering checks for high-value orders. If you fail/fail to comply with such checks this contract will be immediately terminated. You may not be able to check-out high-value orders on our website as they will need specific amended terms negotiated with us separately. 

If you have any questions or hesitancy regarding the following terms please send them to the above address and consult your own legal advice. 

The terms negotiated in any contract between us will always supersede these terms which only apply to direct website orders. This includes terms such as our refunds policy and cancellation period. 

If you place an additional order through the website that will be considered a separate contract and will be treated separately to any contract you have negotiated with us directly. 

The conditions in this contract apply to the exclusion of any other terms that the Client seeks to impose or incorporate or which are implied by course of dealing, practice trade or custom. 

General Terms

By placing an order on our website you agree you are in an authorised position to do so, and you will be liable for the contract entered into thereafter. 

You must ensure that all the information you provide to us is complete and accurate. We have the right to terminate our contract and not-refund works completed so far if we have inaccurate information that prevents or changes how we offer our services. You must inform us of anything that affects our work with you, including the presence of another third party. 

Our contract will have one or more deliverables –  the service you have chosen to purchase and any requirements sent to it. We may delay starting or cancel your contract if we are unsatisfied with the deliverables or the authority of the Client to enter into a contract with us.

You will not be refunded any transaction fees if we are unable to complete the contract by your refusal to provide the necessary information. 

Turnaround times on the website are estimates only as we cannot be sure we have the required information to start work on your project. Once we have the required information we will send you confirmation of our deadline. As these times are not guaranteed, if you have an urgent order contact us directly. 

Similarly, if we do not hear from you in 40 days after contacting you in regards to this order we will consider the contract abandoned. You will be refunded for any work not yet completed. You will still be liable for any invoices due to the work completed up until that point if any cancellation request hasn’t been approved. 

To protect our partners and maintain the high CSR standards we do not work with every business. If we are unable/unwilling to work with you for any reason we have the right to reject your order and a full refund will be issued for payment upfront inclusive of transaction fees. 

Changes to the deliverables must be in writing (via email) and consented to by both parties to become legally binding. 

You must provide us with documents, access, and co-operate fully so we are able to provide our services. If you fail to do so we may cancel this contract and you will not be refunded.

We are not liable for the fulfilment or quality of the deliverables affected by the actions of yourself or a third party. We reserve the right to terminate our contract if yourself or a third party prevents us from completing the deliverables.

Any marketing materials we create, including that which is contained in our portfolio, are used for demonstrational purposes only and will hold no value in relation to this contract.

At any time we may transfer, subcontract, deal or otherwise delegate any obligations in this contract to any third party or agency. 

Without our written consent you must not transfer, subcontract, deal or otherwise delegate any of your rights or obligations under this contract.

Quotations

All prices listed on our website are subject to change without notice. The price provided at the point of purchase is the final price for the specific deliverables listed at checkout.

If the specifics of what you need are not covered by the deliverables you must contact us for a quotation. Any quotation we provided will be valid for 30 days. 

Quotations will be invalidated if we discover factors which limit our ability to complete the work, such as the receipt of additional information. As mentioned in “General Terms” we will terminate any contract where this is found to be the case.

Payment

All prices are provided in Pounds Sterling (GBP), exclusive of VAT. If you choose to pay in another currency you are solely responsible for any losses you experience including but not limited to an increased price or increased transaction/conversion fees.

You may receive a different price depending on your location based on foreign exchange fees or exchange rates. We do not support all currencies and payment methods. If you are unable to make a purchase through the website please contact our support team.

Services ordered by the website need to be paid 100% upfront. We will not start work until the payment has completed. If there is a delay in processing, this may delay when we get started on your project. 

Our website does not offer the functionality to arrange a payment plan. If you wish to do so please contact us for a manual order. 

Payment plans usually involve 50% deposit upfront and 50% on completion though such amounts will be negotiated individually. 

We have the right to terminate our contract if you fail to pay. We also have the right to deny you future services until outstanding invoices are paid.

If you fail to pay late fees are charged at 5% plus the Bank of England base rate. These will incur for each outstanding month the invoice is not paid.

Refunds and Cancellations Policy

Marketing results depend on many factors including those outside our control. While we perform all services with reasonable skill and care we are unable to offer any guarantees on any results you may see from our services.

We cannot guarantee a return on investment with us. Do not spend more than you can reasonably afford to lose. If you’re unable to tolerate such losses (or the risk of them) do not solicit our services.

Due to the above, and the nature of digital assets, we provide this limited refunds policy. This includes both fixed-priced items (such as blog posts) or hourly services (such as social media management). 

You will receive a full refund for any deliverables we fail to complete other than in circumstances mentioned such as your non-cooperation. 

For monthly contracts placed on the website, we both reserve the right to cancel them with 24 hours notice. You will still be charged for the hours of service ordered up until the point of cancellation. The remainder of the invoice will be waived with no cancellation fees. 

If you believe the work we have provided you does not fulfil the deliverables to a reasonable quality you must send an email to our support team within 21 days detailing your reasons to allow us to reperform/repair our services. 

Any revision we undertake will be limited to the information you have provided us. We do not make revisions due to inaccurate information being provided, or to include information that was not previously stated at the point of purchase. 

For one-off services (such as blog posts) we will aim to start work on that revision within 3 working days from your notice of defective service. We will provide a maximum of 5 revisions free of charge. 

After that, we will charge 15% of the original deliverable value per revision. We reserve the right to refuse additional revisions. 

For hourly or recurring services (such as social media management) we will provide up to 50% of the contract time already purchased limited to 15 days to rectify defective services. . For hourly contracts, an additional limit of the originally contracted hours will also apply.

For example, if you order 2 hours of daily social media management on the 1st of the month and inform us on the 20th our services were defective we will provide our services for 2 hours a day for a maximum of 10 days to rectify the problem. 

After that point, any additional time will be billed at the hourly rate previously stated. We reserve the right to refuse additional requests. 

We will provide a full refund if we identify our negligence has provided you with a defective service. This is at our sole discretion. 

If you are in a jurisdiction that requires refunds on digital services we in the first instance request you do not place an order with us. If you do so, you agree to waive such rights to a refund notwithstanding other factors of consideration. 

Our executive team reserves the right to make exceptions to this policy by issuing credit or refunds at their sole discretion. 

Recurring Contracts Refunds

“Recuring” contract are contracts where you pay a fixed monthly fee in exchange for services provided. This could be a set number of hours a day or a set number of items (such as 5 blogs/month).

We charge a month upfront for these services. You may cancel them with 24 hours notice. We will issue a refund for the remainder of the month with a value determined by our sole discretion. 

For hourly contracts, we will refund any unused hours. For example, we may quote £500 a 30 day month for 2 hours a day social media management (£8.30 / hour).

If you cancel on the 14th day we will charge up to and including services contracted for that day (£232.40). You will be refunded the remainder of your invoice £267.60. 

For projects with in progress deliverables or those whose value cannot be easily quantified we will determine an appropriate amount reasonable to the works done to refund.

Upon Termination

If we terminate a contract we will provide you with any and all works done until that point as well as the full rights for them. 

If you terminate the contract you must pay us the amount for the deliverables you wish to receive/have the rights for.

Any invoices still outstanding will remain due and continue to incur late fees. 

Immediate Termination

Either of us may terminate our contract immediately if any of the following are true. 

You fail to provide payment on the due date or threaten not to provide payment.

You prohibit us or make it difficult to carry out the deliverables for factors not known at the time of the contract being signed. This includes but is not limited to, a third-party working alongside us or a change of a password.

There is a breach of any clause of our contract.

All other rights and liabilities will continue including any provision stated to survive such terminations.

Warranty

Your use of this website and any products or services, including our advice entirely at your own risk as our services are provided on an “as is” basis. We do not imply, or expressly give any warranties on our website and our products and services including but not limited to fitness for purpose and merchantability.

It is important to be aware of the risks of advertising, online marketing and internet use before entering a contract with us.

Exclusion of liabilities

These terms apply to the maximum extent permitted under English law.

The following terms will not exclude our liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982, fraud or death or personal injury by negligence on our part or that of our directors, employees, agents or subcontractors. 

Waterdown Media is not liable for a direct or indirect loss of business, revenue, anticipated savings or profits, damage, costs, expenses, goodwill and any and all consequences to yourself or any third party whatsoever, howsoever, which arise out of our contract, or in connection to our services even if you have advised us of them.

As our client, you are not liable for a direct or indirect loss of business, revenue, anticipated savings or profits, damage, costs, expenses, goodwill and any and all consequences to us or any third party whatsoever, howsoever, which arise out of our contract, or in connection to our services even if we have advised you of them.

Under no circumstances we will be liable for third-party services, any internet connection or transmission, or any loss, damage or injury resulting from unauthorised access of your account or the information contained within it.

Whilst we may purchase and install third-party products on your behalf we do not enter into third party contractual agreements. We do not make a representation, are not a party to, or liable for, the contracts you form with a third party. You must comply with all agreements and legal requirements of third party services. 

We will perform our services with reasonable skill and care however we do not guarantee our work will be error-free. Our liability for any loss suffered with you will be limited to the contractual value only. 

You agree to indemnify and hold harmless Waterdown Media, our directors, joint venture partners, employees, contractors, agents or anyone affiliated with the company against claims of losses, liabilities, damages or otherwise arising from your use of the website our products or services, or your reliance on our opinions notwithstanding any negligence, breach of contract or other theories of liability. None of your consumer or statutory rights are affected.

We agree to identify and hold harmless you and your affiliates and from any claim of loss, liability damage or otherwise incurred directly or indirectly as a result of this agreement, or a breach of it. Your liability to us will be limited to the contractual value of our services plus late fees.

For the avoidance of any doubt, unless explicitly stated, no part of this contract waive late fees. Late fees will incur monthly notwithstanding termination of contract and we reserve the right to pursue appropriate recovery action for such monies. 

You are responsible for having the necessary insurance to cover any damages, loss or otherwise you may experience from the provision or non-provision of our services. 

Service Specific Terms

Search Engine Optimisation

Search engine algorithms fluctuate multiple times a day so it is impossible to guarantee an increase in rankings when using our services. This includes but is not limited to your website showing up first for a particular keyword, having your website indexed by search engines or the volume, position or traffic that comes to your website. These factors are at the search engine’s sole discretion. 

We are also not responsible for additional costs received as a result of our services, for example, increased hosting costs with increased website traffic.

Pay Per Click Advertising

Waterdown Media does not take on payment responsibilities for PPC and all PPC is to be billed with a payment method connected to yourself. We will cancel any contract that asks us to do this. 

It is important to be aware that your ads could go over their budget allocation due to factors such as over-delivery or a change by your team. We are not responsible for any over-spend on your account unless it has been caused by our wilful negligence. 

We are not responsible for an increase in costs based on your, or third parties actions in your account. We will not work on a PPC account that has other third parties managing it. If this is not disclosed to us, we have the right to terminate your contract with immediate effect once discovered.

If you terminate our access to your PCC account(s)without prior notice, we have the right to terminate our contract immediately and cannot be held liable for any increase in costs or consequences caused to your PPC account(s) thereafter.

We cannot guarantee any metrics associated with your campaign such as the fact PPC adverts will always be live, or the number of clicks you may receive or any return on your ad spend. 

Textual Content

Unless previously agreed you are responsible for providing text content for web development projects. While we aim to correct obvious spelling and grammar mistakes we take no responsibility for the quality of the assets you provide us. 

Graphical Content

Unless previously agreed you should supply all graphic files for your website and social media accounts. These should be sent to us in a publishable format that can be uploaded to the platform they’re going on.

We are able to source free stock photos however we do not offer graphic creation services unless previously agreed.

Website Development

We follow reasonable security best practice when developing websites and will include built-in or free security settings. While we may install or make recommendation for security software or settings we take no responsibility for the security of your website. 

It is impossible to guard against all cyber security threats and therefore we cannot take any liability for any losses experienced due to illegal or unethical activity on your website. 

We may also write legal disclaimers and privacy policies if requested however these are not meant to constitute legal advice and we take no responsibility to their accuracy. We will always advise you to consult your own legal advice in the first instance. 

We do not take liability for hosting providers or third-party plugins which may break components of your website, and even take it offline at any time. 

Any additional charges incurred from third parties during our contract or after termination are solely your responsibility. 

Verification Processes 

Verification processes are required by certain platforms such as Google My Business. If you fail such processes through no fault of Waterdown Media our contract will be terminated and you may still be charged up to that point. 

Digital PR

We cannot guarantee the number of journalists that will positively respond to a pitch. 

We cannot guarantee the number of backlinks a particular campaign will generate or be liable if those backlinks are removed at a later date. 

While we will attempt to limit its damage we are not liable for any negative coverage you or your business receives during or while working with us for matters outside these contractual terms. Any liability on our part will be limited as per “Exclusion Of Liability” clause.  

Technical Support and Testing

When completing a website design we test in Firefox, Chrome, Safari and Edge on both desktop and mobile. We only test in the latest stable versions and do not test with any other browser unless previously agreed.

If you require additional compatibility with older / different browsers this needs to be stated upfront. If not, this will only be completed if an additional charge is paid.

For the duration of the project, we may speak to your domain and hosting company on your behalf at your request. To do this we may need a phone pin and your account number which will be handled in confidence.

Once a project is signed off we are no longer responsible for the maintenance of a website. If you would like additional changes or hosting resolutions we will create a separate contract for that.

Confidentiality

We are unable to accept NDAs via website orders. To enter into an agreement with stricter terms then the following confidentiality clause please contact us first. 

We may disclose to each other certain confidential information when we provide you services. We both agree not to disseminate this to any third party without prior written consent unless legally obligated by an enforcement body to do so.

Confidential information will be kept in the strictest confidence and will never be used for any purpose without your written consent other than for the purposes of providing services, and to fulfil our legal obligations to law enforcement agencies.

Employees of Waterdown Media may receive such information will be informed of its confidential nature and will only use it to allow Waterdown Media to provide the services. All employees of Waterdown Media have to sign this confidentiality agreement

These restrictions will not apply to any information that becomes generally publically available through no violation of this contract, was available to either party before entering into this agreement, becomes available to us from a third party not bound by a confidentiality agreement or NDA with yourself.

All confidential information will be kept in its original form, no copies, reproductions or extracts will be held by Waterdown Media for any purpose other than to carry out this contract. 

We may keep Confidential Information for an unspecified time limit for business practices (such as a record of works done to manage any disputes that may arise at a later date).

This clause remains true unless in writing by both parties after this contract expires, even in the event it is terminated.

Intellectual Property Rights:

You retain full rights to your intellectual property at all times during contract, and after it’s termination.

You agree that everything you provide to Waterdown Media, including but not limited to text, images and artwork, are either owned by you, or you have correct rights to use. You will protect Waterdown Media from any claims that we have used the intellectual property of the third party for property that has been provided by yourself.

We agree that all content we offer you has been created by us, owned by us, or we have the necessary license to use from a third party. We will assign you the intellectual property rights for all our works in writing. 

If you fail to provide payment we retain all rights to the works provided to you which we reserve the right to sanction should you continue to use including but not limited to DMCA takedown notices and civil proceedings. 

You will have full ownership of all assets we create for you, and we will provide all source files and written confirmation of this fact.

We do not retain your intellectual property rights including use of your logo for the purposes of our portfolio and will only re-share your assets on our channels (website, social etc) with your written permission.

This excludes sharing your social media posts using built-in features (such as retweeting) or linking to your website from our own.

Force majeure

We reserve the right to defer the start date of our contract or cancel it entirely if we are prevented from, or delayed in carrying out our business due to circumstances beyond our reasonable control including but not limited to Acts of God or government actions. 

Severability

If any term in these Terms and Conditions is held to be unenforceable under applicable law, all other terms will remain in full force and effect.

No third parties may have any rights or connection with this contract. No third parties may have the authority to act as an agent for either of us.

This contract may not be transferred to a third party without written permission on both sides. 

This contract shall not be deemed to constitute a partnership between us. 

Governing Law

All matters relating or arising to this Agreement shall be governed under English law and you agree to submit to the exclusive jurisdiction of the English and Welsh courts for that purpose.

These terms are subject to change at any time without prior notice with you. Where there is a conflict between the terms contained in our contract and these terms, the contractual terms signed by both of us will superseded these ones.

If we need to update the terms and conditions of our specific contract, we will give you sufficient notice determined by the termination time. You will have the option to decline the contract or accept the revised terms at that point.

Text Notes

In this Agreement words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders. The word “you” or “person” includes an individual, body corporate, partnership, trustee or trust or unincorporated association, executor, administrator or legal representative.

This text forms part of our standard agreement. Always refer to the specific terms and conditions in our signed contract to those in effect, and enforced by us.

Data Protection

All matters pertaining to this contract will be handled in accordance with our Privacy Policy at all times, which also details our data protection obligations

Last Updated: 31st January 2021