TERMS AND CONDITIONS
,“Company” means Ipcoweb (Pty) Ltd and “Client” means the party procuring the subject products or services from the Company”.
“Adword” means a pay-per-click listing or link displayed by a search-engine which can be used in isolation or preferably in conjunction with a Microsite to accelerate sustainable ranking.
“Microsite” means a standalone site optimised to generate enhanced search engine ranking.
“Keyword” means words or phrases that are searched for organically on the web by people generally searching for products or services
“Article” means original content provided by Company of between 500 and 700 words written using Keywords informed by Company research and agreed with Client prior to creation.
“Ranking” means the organic position within the search-engine listing .
“Organic” means that which excludes sponsored or paid-for listings
“Company Services” any product or service provided by the Company including without limitation microsites, SEO, article creation, and content management.
“Scamp” means the indicative site “look and feel” provided by the Company for Client approval prior to site creation.
“Client Change” means those Site changes, additions, and/or alterations requested by the Client.
“Playbook” means an analysis of, and recommendations to, up to ten (10) pages of a Client website for the implementation and maintenance of an effective SEO strategy.
“Site” means any subject website or Microsite.
“SEO” means search engine optimisation being the method and process by which a web or microsite is structured for enhancement of ranking.
“SEO Pro” means a package of a SEO Microsite consisting of a Home, Contact, and Articles pages together with 4 articles loaded per month.
“Web Basic + SEO” means a package of a SEO Microsite consisting of a Home, Contact, and Articles pages together with 1 article loaded per month.
“Time-to-Rank” means the time taken for a website or Microsite to attain the target Ranking.
These terms and conditions apply to any provision of Company Services.
3) FORMATION OF CONTRACT
All Company Services are subject to these Terms & Conditions which are sovereign to any and all parameters or specifications that appear on any quotation, estimate, or invoice and which parameters or specifications are provided for informational purposes only. notwithstanding that they may serve as non-binding targets which the Company shall seek to achieve.
Orders are valid only upon receipt by the Company of confirmation in writing or by e-mail issued by the Client or its duly authorised officer or representative.
5) RIGHT TO SUB CONTRACT
The Company shall be entitled to sub-contract all or any part of the Company Services.
6) DELIVERY, RANKING, & TIMES-TO-RANK
The Company will use its best endeavours to deliver the Company Services and attain any target Ranking or Time-to-Rank within the indicative parameters shown but Client acknowledges that such attainment is subject to outside factors beyond the control of the Company including:
- Size and number of competitors in the Client’s industry
- Choice of keywords
- Frequency, manner, & extent by which all forms of content are added, refreshed, and remain consistent with SEO requirements.
- Use of Ad-word campaigns
- Establishment of backlinks and social media integration
- SEO measures adopted by competitors of Client.
7 ) COPYRIGHT
The Client acknowledges that, save as otherwise expressly provided for in writing, rights of ownership to subject Microsites are retained by the Company and protected in law.
Upon exposure to the public, all risk and responsibility for, without limitation, the content, services, and transactions available upon a Site shall rest exclusively with the Client who shall hold harmless and indemnify the Company, its employees, officers, agents, subcontractors and principals (the “indemnitees”), from any and all claims, losses, and liabilities associated with, or arising directly or indirectly from, the Site together with any and all damages and legal costs incurred by the indemnitees in asserting their rights pursuant to this provision. Modifications to a Site, its contents, or its architecture performed by the Client or a party other than the Company shall be at the sole risk of the Client who shall further similarly indemnify the indemnitees from any claim arising therefrom.
9) CONFIDENTIALITY & NONDISCLOSURE
Company or Client, together with their employees and subcontractors shall not, without the written agreement of the other or unless compelled by court of law, disclose any information or material confidential to the other to any third party save where such material or information is, or becomes, public knowledge by means other than by breach by a party to this clause.
a. The website design will commence only upon receipt of 70% of the agreed fee together with all content, images, design features, links and logos Client wishes incorporated in the creation of the Site.
b. Costs of Client Changes arising from the first submission of a Site by Company for Client approval shall be for the Company’s account and subsequent requests for changes, additional pages, or other increase in scope-of-work shall be at Client cost charged at an hourly design fee rate quoted in advance.
c. Client shall respond to all requests for information and material on a time-is-of-the-essence basis and requests for Client comment or approval not met within five (5) business days shall entitle Company to proceed as if comment or approval in the affirmative had been received from the Client.
d. Company shall expose Sites to the public only upon settlement of the 30% balance of the agreed fee together with any and all fees arising from additional Client Changes or increases to scope-of-work upon receipt of which ownership to the website (not Microsite) shall pass to the Client.
e. Unless otherwise agreed, any subsequent management, maintenance, or modification of a Site by Company, or its repair for damage caused directly or indirectly by Client performed shall be charged at the quoted hourly rate.
f. Hosting of any website shall be charged monthly in advance at the rate agreed.
PLAYBOOKS & ADWORD CAMPAIGNS.
A. Playbook fees are payable in full at time of order.
B. Once-off set-up fee for a Company managed Adword campaign shall be paid in full prior to launch and the agreed management fee or percentage of Adword spend shall be payable periodically in advance together with the direct cost of the Adwords.
C. Company accepts no liability arising from the implementation of Playbooks, Adwords, or Adword campaigns.
a. All invoices, whether for services payable in advance or in arrears, are payable on the stipulated date or seven (7) days from date of invoice.
b. Past due balances shall attract interest at five (5)% above the FNB published prime rate plus, after sixty (60) days, a monthly collection surcharge of the greater of R150 or 5% of the outstanding balance.
c. Invoice queries or disputes must be submitted in writing prior to the due date and the undisputed amount paid in full when due.
d. Where a monthly fee attaches to any Company Service, that fee shall be payable in advance against invoice and Company may withhold or suspend provision of the Company Service prior to receipt of payment in full.
e. No warranty express or implied is given in respect of ranking or time-to-rank and any failure to achieve or maintain a ranking shall not serve as good cause for Client to withhold or delay payment to Company.
f. Company shall at all times be entitled to withhold, suspend, or terminate provision of Company Services for any event non-payment by Client.
Any Client order, once accepted by the Company, is irrevocabland cancellation with thirty (30) days written notice will be deemed accepted only upon receipt of payment upon the Company’s invoice for direct and indirect charges plus reasonable overhead incurred against the Client’s account to the date of valid cancellation.
No requests for any reason for refund of fees will be entertained by the Company.
17) NOTICES & DELIVERY
All notices or instructions will be deemed valid only when made electronically in writing by e-mail and confirmation of e-mail transmission shall be sufficient and conclusive evidence of delivery of material or notification upon the relevant matter. Effective time/date of service in all respects shall be twenty-four (24) hours from time/date of transmission.
18) EMPLOYMENT OF PERSONNEL
Client shall not induce to employ, whether as an employee, agent, partner or consultant, any employee of the Company directly associated with delivery to the Client of the Company Services.
Company warrants that it has the right to provide the Company Services and shall do so exercising reasonable care. Company gives no other warranty, express or implied, oral or written including, without limitation, the implied conditions of merchantable quality, fitness for purpose and description, all of which are specifically and unreservedly excluded.
Should Company reasonably believe that Client is in breach of these Terms and Conditions, it shall be entitled, without limitation to suspend or terminate provision of, and Client’s access to, the Company Services and such other further remedies available to it in law.
Executed in acceptance and agreement of these Terms & Conditions