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Terms Of Engagement

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1. Details of the parties entering into the contract

This agreement is hereby entered into between ecopow (hereinafter referred to as “ecopow”, “we”, “us”, “SEO”, “our”) and the business to which ecopow is providing this proposal, and ultimately work, to (hereinafter referred to as “Client”, “you”, “him”, “his”)

2. Definitions

To bring clarity into this contract, we are going to define some terms/jargon which we may or may not have used in these terms of Engagement and in your Proposal. Our goal is to develop Terms of Engagement in plain English which are mutually understood by all the parties agreeing to the Terms of Engagement and which minimises erroneous beliefs. However we make no warranty/guarantee of accuracy and completeness of the Terms described below. Our definitions should not be considered a definitive list. For the purposes of this agreement and for any Proposal:

“SEO” –Search engine optimisation (SEO) is the process of improving the volume or quality of traffic to a web site from search engines via “natural” or un-paid (“organic” or “algorithmic”) search results as opposed to search engine marketing (SEM) which deals with paid inclusion. [source: http://en.wikipedia.org/wiki/Search_engine_optimi…

“Search Engines” – A computer program which is used to retrieve documents from a computer network. Three popular search engines are Google, Yahoo and Bing.

“Client’s Competitor” – An individual or a company which is in the same exact niche as the client and is targeting same/identical keywords in same/nearby geographic location(s).

“KPI”- KPI or Key Performance Indicator is used to measure how well an organization or individual is accomplishing its goals and objectives.

“Confidential Information”- It includes but is not limited to, any and all fees, services, documents, recommendations, reports, e-mails, postal mail, courier or phone/Skype consultation for the purpose of reporting, recommending or educating the client by ecopow for carrying out search engine optimisation services.

“Intrusion”- Unauthorised access into website or web application

3. Summary

3.1. As ecopow’s client you demonstrate the power to enter into this contract on behalf of your company or organisation

3.2. You agree to provide us with the relevant knowledge and resources including images, text and other information in the format that ecopow asks for as and when ecopow may require it

3.3. You agree to continuously review ecopow’s work, provide feedback and periodic sign-off approval in a timely manner (where needed)

3.4. ecopow has the knowledge and experience to perform the services you need and agrees to complete your project in a professional and timely manner

3.5. ecopow will endeavour to complete projects in line with an agreed proposal but cannot accept general liability for the success or failure of any related business to which the proposal relates

3.6. ecopow agrees to work as a collaborative partner and guarantees to adhere to deadlines set out in the proposal. ecopow cannot be held responsible for a missed deadline or launch-date if you have failed to provide the relevant knowledge and resources, feedback or sign-off in line with the proposal

4. Payment Terms

4.1. ecopow’s standard payment schedule is as follows:

4.1.1. 40% of the total cost of a project is payable upon acceptance of a proposal

4.1.2. 30% of the total cost of a project is then payable once the design and layouts have been agreed

4.1.3. The remaining 30% of the total cost of a project is payable before the site is transferred to your domain or you receive access to a staged instance of the site

4.2. Some projects may require the upfront purchase of specialised elements including, but not limited to, software, images and themes etc. In this instance any required elements will be included within the proposal and full payment for any elements will be required from you upon acceptance of the proposal, in addition to the initial payment at 4.1.1

4.3. Any reasonable expenses incurred in relation to your project will be agreed in advance and payable in addition to any proposed fee

4.4. Ordinarily ecopow issues invoices electronically: payment terms are seven days from the date of the invoice via bank transfer to the details included on the electronic invoice

4.5. Payment terms are clearly stated on all invoices. If payment is not made within these terms, ecopow will be entitled to:

4.5.1 Charge interest on the amount outstanding at the rate of 2% a year above the base lending rate of HSBC PLC, accruing daily

4.5.2 Suspend any on going development work, website hosting or active website until the overdue amounts are settled in full

5. Standard Rates

5.1. ecopow’s standard rates are as follows:

Daily Rate £265

Hourly Rate £40

Flat Project Fees On request

5.2. ecopow’s minimum charge is 2 hours

5.3. ecopow reserves the right to alter its standard rates at any time without notice. If you have received an individual quotation prior to any change, the price stated in your proposal will override any changes

6. The Proposal

6.1. The proposal that ecopow initially provides is indicative of the amount of work estimated by ecopow to accomplish the work as described by you. If your brief should change at any point during our engagement, any further costs will be charged at ecopow’s Standard Daily Rate (or part thereof)

6.2. Any requests for change should be made in writing to ecopow

7. Revisions

7.1. Branding

7.1.1. ecopow will normally provide you with two concepts

7.1.2. Once you have chosen a concept you can request up to three revisions within the timeline stipulated in the proposal

7.2. Website Design

7.2.1. Layout and functions will be agreed using wire-frame sketches provided by ecopow based on specifications provided by you or derived from any applicable information architecture research which would be detailed in the proposal

7.2.2. Once the layout and functions have been agreed ecopow will produce the design concept. You can request up to two revisions of the design concept within the timeline stipulated in the proposal

8. Subcontractor Usage

8.1. From time to time it may be necessary for ecopow to engage additional resources to complete your project to the highest standards. ecopow will remain your sole point of contact and retain responsibility for the results of your project.

9. Content Standards

9.1. Customer agrees not to provide Customer Content, and ecopow will not intentionally provide to Customers any content, that (a) infringes on any third party’s intellectual property or publicity/privacy rights; (b) violates any applicable law or regulation; (c) is defamatory, violent, clearly harmful, or obscene or pornographic or infringes on citizens’ rights; or (d) contains any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data, or personal information. If Customer is international, then Customer agrees to comply with all applicable local and national laws. ecopow reserves the right to refuse any other subject matter it deems inappropriate.

10. Copyrights and Ownership

10.1. You will guarantee any elements of text, graphics, photos, designs, trademarks, or other artwork provided to ecopow for inclusion on the website above are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend ecopow and its subcontractors from any liability or suit arising from the use of such elements

10.2. When ecopow receives your final payment, copyright is automatically assigned as follows:

10.2.1. Images provided to you are for use for the application they have been deployed into. They must not be transferred or copied to another location as this will be in breach of the licence to which they are being used under for your project. The exception to this will be any graphic specifically designed for you such as logo design. ecopow will give you a copy of all files and you should store them really safely as ecopow is not required to keep them or provide any native source files that were used in making them

10.2.2. You will also own text content, photographs and other data you provided, unless someone else owns them. ecopow will retain ownership of the XHTML mark-up, CSS and other code it has created and license it to you for use on the single project only, it may not be distributed. This excludes elements supplied to you under the GPL Licence – see 10.2.3. Though ecopow is licencing the code to you, you retain the right to move the project to another hosting provider or shut down the project. You may not transfer ownership of the licenced code to another party excluding any GPL/GNU licensed code

10.2.3. Some elements of a project such as a WordPress installation will be supplied to you under the GPU Licence details of the licence and what it means can be found here http://www.gnu.org/licenses/gpl-2.0.html

10.2.4. Limited License to the Background Technology. “Background Technology” means computer programming/formatting code or operating instructions developed by or for ecopow and used to host or operate the Web site or a Web server in connection with a Web site. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customised graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content. Customer may not duplicate or distribute any Background Technology to any third party without the prior written consent of ecopow. All rights to the Background Technology not expressly granted to Customer hereunder are retained by ecopow. Without limiting the foregoing, Customer agrees not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by law.

10.3. ecopow reserves the right to display, write about and link to your completed or partially completed project as part of our Case Study Portfolio. You must let ecopow know if you do not wish your content to be used in this way before accepting this agreement

11. Technical Issues

11.1. Any errors or bugs not corrected prior to launch will be fixed free of charge within twelve months of launch date

11.2. ecopow will not be held liable to you or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web site and any other web pages, even if you have advised us of the possibilities of such damages

11.3. ecopow makes every effort to design pages which display acceptably in the most popular current browsers, but cannot accept responsibility for pages which do not display in the same manner in older or unsupported browsers

11.4. If you need to show the same or similar visual design to visitors using these older browsers, ecopow will charge you at our Standard Daily Rate (or part thereof) for any necessary additional code and its testing

12. Security

12.1. There are a number of ways to secure a site and web application. ecopow will endeavour to ensure that your site and/or web application is secure from intrusion to a basic level, however it is ultimately your responsibility to check the suitability of any such security measure for your business needs

12.2. ecopow does not guarantee the effectiveness of any such security measure and accepts no responsibility for any consequential damages to you as a result of any intrusion

13. Privacy and Confidentiality

13.1. ecopow guarantees to not share or sell any of your details to third party companies and will only email you or contact you about work related matters or information for which you have subscribed

13.2. ecopow will not discuss any aspect of your project with anyone not directly related to it

14. Cancellation Rights

14.1. If at any point during the project you wish to cancel, you may do so with seven days’ notice via email or in writing. ecopow will issue you an invoice judged to be proportional to the amount of work already completed

14.2. If you fail to meet the mutually agreed deadlines for the project, or if you fail to adhere to the Payment Schedule, unless specifically agreed in advance, ecopow may choose to cancel the project and invoice you for work already completed

14.3. You cannot transfer this contract to anyone else without ecopow’s permission

15. Launch Date

15.1. Launch date is accepted as the date at which the site is transferred to your domain

16. Search Engine Optimisation Work

16.1. All fees are non-refundable

16.2. ecopow 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. Your web site may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory

16.3. Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms and other competitive factors, ecopow does not guarantee No.1 positions or consistent top 10 positions for any particular keyword, phrase or search term

16.4. Google 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. ecopow assumes no liability for ranking, traffic, indexing issues related to such penalties. Consequently you understand that ranking new websites is much more difficult than ranking old and established sites and you should not have unrealistic expectations about rankings, traffic and revenues

16.5. New websites may get temporary boost in ranking for some targeted keywords for a few days but then it settles down to its real place. This is known as ‘new site boost effect’ and it is quite common to happen. Consequently you understand that his new site has not really got top rankings within a month and soon it will go down to its actual position

16.6. Occasionally, search engines will drop listings for no apparent reason. Often, the listing will reappear without any additional SEO efforts

16.7. A website 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

16.8. ecopow makes no guarantee/warranty of project timeline or added expenses (charging additional fees etc.) if the SEO work is destroyed either wholly or in parts, either knowingly or unknowingly by any party other than ecopow or without the prior consultation of ecopow. SEO work is considered to be destroyed either wholly or in parts if following changes (but are not limited to) are made to a website by any party other than ecopow or without first consulting ecopow:

a)Changes in the file(s) or folder(s) name

b)Putting a file in a different folder or putting a folder in another folder or sub domain

c)Making changes in the head section of a document like changing the text in the title tag, removing certain HTML tags required for site authentication

d)Deleting a link, folder, file, web document or sub domain

e)Modifying text on a web document like changing the formatting of the text or repositioning the text

f)Removing analytics code from the web page which is used to track website traffic

g)Linking out to any website without prior consultation of ecopow

h)Adding a file, folder, web document, widget or any functionality

i)Renaming URLs of existing web documents

j)Taking down the website or part of the website

k)Renaming, re-locating, adding or removing any file, folder or sub domain on a web server including web documents, robots.txt, .htacess file, sitemap.xml, rss.xml etc.

l)Changes in the site architecture

m)Changes in the anchor text

n)Making any changes on an optimised web page

16.9. ecopow makes no guarantee/warranty of project timeline or added expenses (like charging additional fees etc.) if:

a)You fail to resolve ecopow queries on time

b)Make delays in providing required access, documents, permissions or any support for Search Engine Optimisation purpose

c)Fail to make necessary changes on the website as and when advised by ecopow for carrying out the Search Engine Optimisation services

d)There is a server outage for prolonged time on your site

16.10. ecopow is not responsible for you overwriting SEO work. You will be charged an additional fee for re-constructing, re-optimizing content/web pages, based on ecopow’s Standard Daily Rate, or part thereof

16.11. Whilst every effort is taken to ensure the accuracy of any SEO work undertaken, ecopow makes no guarantee of its accuracy or the effectiveness of any services mentioned

16.12. You understand that SEO alone can’t be held responsible for your site’s success or failure. You understand that you needs to work as a partner with your SEO, give him the necessary time and commitment and follow his advice/suggestions on time to make his marketing campaigns a success

17. Complaints

17.1. If at any time you are unhappy with ecopow’s service or work provided, ecopow would like to know:

email:complaint@ecopow.co.uk

phone:01249 554795

mail:ecopow Ltd, Carlton House, Maundrell Road

Calne

SN11 9PU

Your complaint will be investigated promptly and thoroughly

17.2. If a satisfactory agreement cannot be reached after a prompt and thorough investigation ecopow will have only limited liability for the total amount of work agreed in any initial proposal

18. Support

18.1. ecopow offers 12 months guarantee on website code and functionality plus email and telephone support for 30 days for the following:

a)Hosting control panel login

b)Hosting control panel navigation and feature explanation

c)Email control panel login

d)Email control panel navigation and feature explanation

e)Website functionality

18.1.2 ecopow may use third party extensions in your project and these will normally carry a 12 month support and update guarantee. After this period you will be liable for any costs from the third party to upgrade that extension or script

18.1.3 Your project may be built using an application like Magento or WordPress. These applications can require updates and security patches as and when they are released. These may require specialist installation which we can provide you with a quote for

18.2 Maintenance Support Plans

18.2.1 ecopow Support packages include 1, 2, 4 and 8 hour plans. The plans provide support and development time for 1, 2, 4, or 8 hours each month

18.2.2 The monthly hour(s) cannot be transferred or rolled over to the next or any future period

18.2.3 Each plan is subject to a 12 month contract, the client is responsible for paying the full amount of the contract term if they choose to cancel during the contracted period

18.2.4 The client may not downgrade but may upgrade their plan at any time, a new 12 month schedule of payments will be setup and taken by direct debit at the increased rate

18.2.5 ecopow reserves the right to cancel the contract at any time during the contracted period, in this instance the contract is severed and the client will not need to pay any further amounts

18.2.6 ecopow will aim to respond to a query within 4 hours but this is not guaranteed

18.2.7 ecopow accepts no liability for any loss of any kind as a result of not being able to respond to and solve a support request

18.2.8 Support will be provided for websites ecopow have developed and for basic IT needs including Google Apps and some hardware and software – please contact ecopow for a full list

19.Cookies

19.1. We may give general guidance for adhering to privacy and cookie laws but we strongly recommend that you seek expert advice to ensure your company complies as we make no guarantee of the accuracy, effectiveness or suitability of any advice given

20. Disclaimer

20.1. Whilst ecopow endeavours to provide you with the best possible service ecopow accepts no responsibility for the effectiveness or makes no guarantee as to the suitability of any of its products or services offered to you

20.2. Some of ecopow’s services including but not limited to website hosting and domain registration are supplied or facilitated by a third party company. ecopow is not the primary supplier of these services and cannot be held responsible for any damages, loss of data, liability whatsoever as a result of any failure or negligent act in relation to the service in question

20.3. Any legal statements added to client’s websites such as privacy policies, terms and conditions etc. are always provided by the client. ecopow do not advise on or offer any guidance as to the suitability of any content added to a client’s website. It is the client’s responsibility to check the suitability of all content on their sites

21. Design Resolution

21.1 We currently design websites to display up to a screen resolution of 1080 x 1920. As hardware upgrades resolutions are inevitably going to change. It is the client’s responsibility to check if the standard resolution design is sufficient for their project needs.

22 WordPress Upgrade Service

22.1 The WordPress upgrade service is a subscription which provides the subscriber with monthly upgrades to their WordPress installation.

22.2 ecopow will also attempt to upgrade plugins that have an available licensed upgrade. If a premium plugin support/upgrade period has expired the client will be responsible for the renewal cost to obtain the upgrade

22.3 ecopow will attempt to ensure the site’s functions operate as they did before any upgrade. This is limited to fixing any issues that are not related to styles or functions that were present in the initial build but are no longer supported in the upgrade. We will not upgrade or support plugins that are not supported by the current WordPress version or those the have not been tested with the current version of WordPress

22.4. Whilst ecopow will do their best to perform the upgrade and any remedial work at the beginning of each month, ecopow may need more time to complete this and offers no guarantee as to the time at which the work is complete. Each monthly upgrade is limited to one hour of development time to perform the upgrade and fix any issues each month. If the monthly upgrade requires more work the client will be informed and have the option to pay for more time to complete

22.5 All clients subscribed to the WordPress Upgrade service are prohibited from installing, deactivating, deleting or upgrading any plugins or WordPress files

23 Unlawful Activities

23.1 All products and services provided to a Client by ecopow may be used for lawful purposes only. The use of the products and services to violate any UK or international law is prohibited. This includes, but is not limited to: infringing copyrighted material, undertaking illegal or questionable activities or providing obscene materials. The Client agrees to indemnify and hold harmless ecopow from any claims resulting from the use of the products or services which damages the Client or any other party.

24 Amendments

24.1. ecopow reserves the right to amend their Standard Terms of Engagement without notice

25. Legal Point

25.1. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions