Terms and Conditions of Sale and Service

Last Updated: September 2022

Infinity Digital Agency Ltd trading as Infinity Digital, 3 Taylor’s Lane, Worcester, Worcestershire, WR1 1PN, United Kingdom (“The Agency”) offers a variety of services to market businesses online, offline and improve website visibility. By engaging us, you (“The Client”) agree to the Terms of Business (“The Agreement”) set forth below.

1. The Agency’s Services

1. The Agency provides digital marketing, website and app design & development, public relations, and print, mailing and fulfilment products and related services.

Services may include:

• Search engine optimisation
• Pay-per-click advertising
• Social media & community management
• Email marketing
• Website/App design and development
• Content marketing and design
• Print and promotional products
• Direct mail
• Editorials and advertorials
• News and press releases

on a local, national, and international basis. As such, we submit information on your behalf to third parties such as social media sites, search engine providers, and partner agencies for print and PR for whom you must agree to their terms and conditions.

1. These providers may include, but are not limited to: Meta, LinkedIn, Google, Yahoo, MSN/Bing, Yelp, local online newspapers, Twitter, Pinterest, YouTube, and other sites. The terms and conditions of these providers all apply. The Agency will not share your information with any business other than in the course of securing marketing and/or advertising services on your behalf.

2. Basis of Sale

1. No term of condition of The Client’s order additional to or different from these Conditions shall become part of the Contract unless explicitly agreed to in writing by The Agency. Receipt by The Client of any Services performed by Supplier or payment by The Client of any invoice rendered hereunder, shall be conclusively deemed acceptance of these Conditions. The Agency’s failure to object to any provision contained in any communication from The Client shall not be construed as a waiver of these Conditions nor as an acceptance of any such provision.

3. Advertising Material

1. The Agency has the right to place information pertaining to your business on any of the social media, publisher, and search provider websites, such as those listed above, and you authorise The Agency to develop content based on information or material provided by you or your designees and collected by The Agency including copy, form, size, text, graphics, names, addresses, phone numbers, URLs, logos, trade names, trademarks, service marks, endorsements, photographs or likenesses, and videos.
2. Further, you represent that the material and information you provide to The Agency is truthful, not misleading, and that you have the authority to represent this product and service information to The Agency. Additionally, if so contracted, you authorise The Agency to contact your customers for the sole purpose of gaining endorsements and reviews of your products and services for publication.

• Further, articles, press releases, and blog postings will be sent for approval before publishing. The timeliness of these pieces is critical to campaign performance. For this reason, all monthly content will be considered approved one week after the content was sent for approval unless requested edits or other communication is received from The Client.

4. Advertising Content

1. The Agency may, in its sole discretion, edit, alter, omit, reject, or cancel at any time any of The Client’s digital advertising products or services to meet industry standards The Client’s budget. All digital advertising placements are at the option of The Agency unless a specific placement is purchased by The Client. Failure to meet placement requests will not constitute cause for adjustment, refund, make good, termination or cancellation of this Agreement.

5. Service specific terms and conditions

The Agency has outlined some service specific terms and conditions which are as follows:

1. Search Engine Optimisation (SEO)

The Client acknowledges the following with respect to SEO services from The Agency:

1. The Agency has no control over the policies and ranking algorithms of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client’s website may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory.
2. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, The Agency does not guarantee No.1 positions or consistent top positions for any particular keyword, phrase, or search term.
3. Google, and any other search engines alike, has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time or have enough back link strength. The Agency assumes no liability for ranking, traffic, indexing issues related to such penalties. Consequently, The Client understands that ranking new websites is much more difficult than ranking old and established sites and they should not have unrealistic expectations about rankings, traffic, and revenues.
4. Occasionally, search engines will drop listings for no apparent reason. Often, the listing will reappear without any additional SEO efforts.
5. A website’s search engine ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, SEO efforts made by the competitors or both.
6. The Agency makes no guarantee/warranty of project timelines or added expenses if content or SEO work is destroyed either wholly or in part, either knowingly or unknowingly by any party other than The Agency or without the prior consultation of The Agency.
7. The Agency is not responsible for The Client or any of its affiliates overwriting content or SEO work. The Client will be charged an additional fee for re-constructing, re-optimizing content/web pages, based on the hourly rate of £70 + VAT per hour.

1. Pay-Per-Click (PPC)

The Client acknowledges the following with respect to Pay-Per-Click (PPC)/Paid Social Media Campaigns/Paid Search Services from The Agency:

1. The Agency accepts no responsibility for policies of PPC Advertising Networks, social media platforms, third-party search engines, directories, or other websites that The Agency may submit to with respect to the classification or type of content it accepts, whether now or in the future. The Client’s website or content may be excluded, rejected, or banned from any third-party resource at any time. The Client agrees not to hold The Agency responsible for any liability or actions taken by third-party resource under this Agreement.
2. The Client acknowledges and agrees that The Agency makes no specific guarantee or warranty regarding the search providers, social media platforms or publishers to which it submits advertising on your behalf, including placement of paid advertising or any specific results. The Agency does not warrant the number of calls, clicks, impressions, event registrations, website visits, or that paid advertising will appear in response to any particular query. ​The Agency does not guarantee position, consistent positioning, or specific placement for any particular ad, keyword, phrase, or search term.
3. The Client acknowledges that The Agency’s past performance is not indicative of any future results client may experience.
4. The Agency does not warrant that the performance will be error-free but will immediately act (the next business day) to correct errors once they have been identified.
5. The Client acknowledges that paid advertising may be subject to the individual advertising network’s policies and procedures. Changes to these policies may require added resources employed by The Agency to adhere to these changes. The Client may be charged an additional fee for making these updates, based on the hourly rate of £70 + VAT per hour.
6. The Client acknowledges that any of the online advertising networks, social media sites, search engines, directories or other resources may reject, block, prevent or otherwise stop accepting submissions for an indefinite period of time.
7. The Client acknowledges that online advertising networks or search engines may drop listings from its database for no apparent or predictable reason. The Agency shall re-submit resources to the search engine based on the current policies of the third-party advertising network in question.
8. The Agency will endeavour to make every effort to keep client informed of any changes that The Agency is made aware of that impact any of the online marketing, social media campaign and strategy and the execution thereof under this Agreement.
9. The Client acknowledges that The Agency cannot guarantee the exact placement of client’s advertising; its availability or availability related to the funds in the client’s account.
10. Cost for digital media advertising is additional and paid directly to third-party provider. Payment for media that The Agency is running on behalf of The Client shall be paid for in advance of running. In the event that there is a lag in payment or lack of adequate funds in a third-party account (e.g., Google, Facebook, Yahoo), The Agency reserves to right to pause advertising until accounts are made whole.
11. The development of text ads, image ads, video ads, and/or banner ads in support of online marketing or paid social media campaigns will be outlined specifically as a part of the deliverables in the strategy with The Agency.

The Agency does not offer any refunds for SEO or digital marketing campaigns (SEO, PPC, Shopping Feeds, Email Marketing, Re-marketing, Content Marketing, Blogging, Social Media).

• Website Design & Development

The Client acknowledges the following with respect to Website Design and Development Services from The Agency:

1. The Agency will outline a list of deliverables against each phase of the website design project, which will include dates of completion of each phase, at the start of the project.
2. The number of revisions for the website design phase of the project will be capped at 2 rounds, any further changes will be billable at a rate of £70 + VAT per hour at the discretion of The Agency.
3. For changes or additional requirements outside the agreed scope, a written instruction from The Client will be required and The Agency reserves the right to review workload schedule and pricing accordingly.
4. Should there be a desire to terminate the project before the completion of the project, The Client will notify The Agency at least 30 days in advance and pay for services already completed and for hours already worked.
5. The Client will own the website and any visuals provided by The Agency and The Agency will turn over all necessary files once the project is complete.
6. The Client guarantees that they have legal rights to all elements of text, photographs, and anything else they provide The Agency with, and will not hold The Agency responsible for third party claims.
7. The Agency will guarantee that they have legal rights to all elements related to the services they are providing and will not hold The Client responsible for any third-party claims.
8. If The Client chooses to host their website on The Agency’s server, including domain management, The Client accepts to not exceed the total disk space agreed, upon project appointment. If such additional disk space is required, then both parties will come to an agreement with regards to the capacity required and the costs associated.

6. The Client’s Obligations

1. The Client shall provide assistance, technical information and decisions to The Agency, as reasonably required by The Agency in sufficient time to facilitate the execution of marketing efforts in accordance with any estimated delivery dates or milestones.
2. The Client agrees to work closely with The Agency to provide regular information and feedback so The Agency can create fresh content and make adjustments to marketing efforts, accordingly. The Client shall have sole responsibility for ensuring the accuracy of all information provided to The Agency and warrants and undertakes to The Agency that The Client’s employees assisting in the execution of an effort have the necessary skills and authority. This includes providing necessary login information and passwords to access social media, analytics, hosting, domains, and other third-party accounts necessary for The Agency to carry out marketing efforts.

7. Rates

1. All services and/or products purchased will be at the rates and on the terms indicated in our proposal. The Agency may, in its discretion, from time to time, increase the rates listed on any rate card, modify the product and/or service offerings, or change its service terms.
2. The Agency will inform The Client of any increase in rates, new product and/or service modifications, or change in terms in writing 30 days prior to the effective date of the increase, modification or change that could impact these terms and conditions of sale.

• If the rates are increased, products and/or services modified, or terms changed, The Client may cancel by providing their intentions in writing and at least 30 days prior to their next billing date.

1. If The Client fails to provide such written notice, The Client agrees to be bound by the new rates. Product and/or Service modifications, and terms, which will become a part of the agreement between the two parties and become effective on the date set forth in The Agency’s notice.

8. Payment

1. The Agency will issue invoices to The Client. Payment is due and will be made via bank transfer (BACS) on the dates specified by The Agency.
2. For projects/orders over the value of £5,000, The Agency will accept 50% upfront and the remainder on completion of the project.

• For projects/orders over the value of £10,000, The Agency will create a staged payment plan of a minimum of 4 equal payments throughout key milestones of that particular project.

1. All retainer clients will be invoiced/billed on the 1st of each month (or nearest working date to) and they will be required to pay within 5 working days otherwise all work will cease until full payment is received.
2. Credit account applications for 30-day payment terms may be considered for larger, on-going projects or retainers.
3. Failure to secure final approval from The Client on website designs, social media page creation, digital creatives or coop reimbursement on digital ads will not be considered a reason to delay payment beyond the due date.

• If payment is delayed for any reasons beyond our control, all work will cease until the final balance is paid in full.
• In addition to the amount owed for the unpaid invoice and applicable interest or late charges, The Client agrees to pay The Agency for all expenses incurred by it to collect any amounts payable under the agreed rates submitted beyond our proposal, including costs of collection, court costs and solicitors’ fees.

1. If The Client fails to make any payment when due then, without prejudice to any other rights and remedies available to The Agency, The Agency shall (at its option) be entitled: (i) to treat the Contract as repudiated by The Client, to suspend or cancel further service provision under that Contract or any other Contract between them and claim damages and/or receive reasonable cancellation fees; and (ii) to recover, in addition to the payment, interest on the unpaid amount at the prevailing base lending rate at the time, until payment in full is made. Such interest shall be calculated weekly.
2. In the event of non-payment, The Agency may set off any amount that The Client owes it under this or any other Agreement.

9. Taxes

1. In the event that any nationally or internationally recognised taxes or VAT (Value Added Tax) are imposed on the printing, publication, or distribution of advertising and/or marketing material or on the sale of advertising or products and services produced by the Agency, these taxes will be assumed and paid by The Client.

10. Termination

The Agency may reject an order and/or immediately terminate their agreement with The Client, upon notice to the Client for any of the following reasons:

1. if The Client fails to make payment when due or otherwise fails to perform any of the provisions of these terms and conditions of sale
2. if The Client makes an assignment for the benefit of creditors

• if a petition in bankruptcy or for reorganisation under the bankruptcy or insolvency laws is filed by or against The Client

1. if The Client ceases doing business or is likely to cease doing business or
2. in the opinion of The Agency, the credit of The Client is or may be impaired.

If this Agreement is terminated for any of these reasons, The Client will nevertheless remain liable for balances due on any products and services that were purchased, whether billed or unbilled, and The Agency will send an invoice to The Client, which The Client agrees to promptly pay.

11. Cancellation

1. If The Client seeks to cancel services, they may cancel with 30 days written notice provided that they immediately pay all outstanding invoices.
2. It is at the discretion of The Agency to discuss with The Client the notice period, as in some cases handing back information and closing down projects may take less than the 30 days stated.

• Retainer clients are subject to a minimum term upon signing their retainer agreement, which means that the 30-day notice period mentioned above is not applicable, except when providing The Agency with notice 30 days prior to their retainer agreement completing with The Agency.

12. Errors

1. The Client may not claim a breach, terminate, or cancel their project/order if there are typographical errors, incorrect ad placements, under deliveries, omissions or errors in advertising, social media and website content provided by The Agency.
2. The Agency agrees to take corrective action within 2 business days of notification by The Client, that portion of the advertising, website or content marketing which may have been rendered valueless by such typographical errors, incorrect ad placements, under deliveries or omission of copy, unless such error arose due to the error or omission of The Client, or after the advertisement, website or social media content had been set and proofed or otherwise confirmed by The Client or the advertisement was submitted after start date.

• The Agency will not be liable to The Client for any loss or damage that results from a typographical error, incorrect ad placement, under delivery, omission or error related to the products and services it provides.

13. Intellectual Property Rights

1. All advertising and/or marketing artwork and copy which represents the creative effort of the Agency and/or utilisation of creativity, illustrations, labour, composition, or material furnished by it, is and remains the property of the Agency, or the relevant third party from whom the Agency has acquired a right of use, including all rights of copyright therein.
2. The Client understands and agrees that it cannot authorise photographic or other reproductions, in whole or in part, of any such advertising copy for use in any other advertising medium without payment for creative services to The Agency. All logos, website and social media content is considered to be owned by The Client once it has received final approval to go live and payment in full has been received and may be reused, shared, and reproduced by The Client.
3. Disclaimer of Warranties

1. To the maximum extent permitted by applicable law, The Agency and its suppliers disclaim all warranties not expressly set forth in this document, whether express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to The Agency services.

15. Indemnity

1. ​The Client agrees to indemnify and hold harmless The Agency, its owners, and employees from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation solicitors’ fees and costs) which arise out of, relate to The Agency’s use of materials furnished by The Client (including but not limited to, logos, slogans, trademarks, written content, photographs, video, music and fonts).
2. Information or data obtained by us from you to substantiate claims made in marketing deliverables shall also be deemed to be “materials furnished by you.” Such claims may include claims for invasion of privacy, defamation, patent, trademark, copyright, or other intellectual property claims.

• Additionally, The Client agrees to indemnify and hold harmless The Agency, its owners and employees against any and all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation solicitors’ fees and costs) which arise out of, relate to business ideas, innovations, concepts, websites, web-based applications and the like that The Client has generated and has asked The Agency to develop or implement.

1. For example, if you have an idea for a web application, we develop it, and it is determined that the application’s functionality violates another company’s patent, you will indemnify The Agency for any claims instituted by the third party.
2. The Agency does not take responsibility for determining whether your business ideas, business plans, concepts or innovations may interfere with another party’s rights or are otherwise in compliance with applicable law.
3. You warrant that any business ideas, business plans, concepts, or innovations that you have presented to The Agency and asked the Agency to create deliverables for are compliant with applicable federal, state, and local laws, rules, and regulations.

16. Limitation of Liability

1. In no event shall The Agency be liable to client for any direct, special, indirect, or consequential damages, including but not limited to loss of use, loss of profits, loss of data or losses as a result of disclosure of user content or other data, whether in an action in contract, tort (including but not limited to negligence), or otherwise, arising out of or in any way connected with The Agency’s products or services. in no event shall the aggregate liability of The Agency exceed any compensation paid by you to The Agency for its products or services.

17. Force Majeure

1. The Agency will not be liable for any damages related to delay or failure to perform due to causes beyond its control, including but not limited to, fire, strike, work stoppage or other labour interruption, freight embargo, terrorism, sabotage, war, civil disturbance, governmental action, rules or regulations, failure of machinery, equipment or information systems, failure of suppliers and digital partners, the elements, flooding, power outages or interruptions or acts of God.
2. The Agency’s inability or failure to perform will not constitute a breach of this Agreement. Performance by The Agency of its obligations under this Agreement will be suspended during this type of delay or failure to perform. The Client may, however, terminate this Agreement if suspension lasts more than thirty (30) days.

18. No Waiver

1. The Agency’s failure to insist upon the performance by The Client of any term or condition of this document or to exercise any of The Agency’s rights under this document on one or more occasions will not result in a waiver or loss of The Agency’s right to require future performance of these terms and conditions or to exercise its rights in the future.

19. Assignment

1. The Agency may assign, delegate, or subcontract any rights or obligations under this document.

20. Governing Law/Venue

1. This Agreement shall be governed by and construed in accordance with the internal laws of the United Kingdom and not the principles of conflicts of law thereof. The Parties agree that the venue for any action arising out of this Agreement will be located within the United Kingdom.

21. Severability

1. ​If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.

22. Miscellaneous

1. All covenants and agreements of the parties made in this Agreement will survive termination or expiration of this Agreement. This Agreement and The Agency’s current rate cards constitute the entire agreement between the parties and supersede and cancel any prior agreements, representations, or communications, whether oral or written, between the parties relating to the subject matter of this Agreement. This Agreement may not be changed orally and may only be amended in writing and signed by both parties.

23. GDPR (The General Data Protection Regulation)

1. You can find a copy of our GDPR Privacy Notice available on our website. If you do not have access to the website, please call or email us to request a copy.

Website: https://infinitydigitalagency.uk

Phone Number: 01905 317866

Email Address: hello@infinitydigitalagency.uk

24. Authority

1. The person(s) reviewing this agreement and/or signing a contract and/or accepting our proposal in writing certifies that she/he/they is lawfully authorised to purchase services on behalf of their respective company.

25. Execution and Terms

Terms and conditions of this Agreement are binding on both parties on the date the Agreement is signed and/or payment is made and/or accepted in writing upon delivery of this Agreement. Services will continue on a month-to-month basis until The Client provides a written 30-day cancellation notice.