SMMart Media Terms and Conditions
SMMart Media – Company Number: 11791120
Our terms and conditions is fairly large as it covers all the various digital marketing and web development services we provide. We have aimed to keep this as jargon-free as possible but if you have any questions please give us a call. These terms and conditions was last updated 26th October 2018.
We recommend you read all terms and conditions but here are some short cuts to our main products / services:
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@SMMart.co.uk or telephone: 0203 861 3282
In this document the following words shall have the following meanings:
“Agreement” means these Terms and Conditions together with any additional agreed terms;
“Client” means the organisation or person who purchases services from SMMart Media;
“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable.
“Service Specification” means a statement of work, quotation or other similar document describing the services to be provided by SMMart Media;
“SMMart Media” or “SMMart Media” means supplier; Smmart Media, Universal Square, Devonshire Street North, Manchester, M12 6JH
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.
These Terms and Conditions shall apply to all contracts for the supply of services by SMMart Media 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 SMMart Media will strive to inform clients of any changes that will affect them.
Before the commencement of the services SMMart Media shall submit to the Client a Service Specification which shall specify the services to be performed and the fees payable which needs to be signed and returned to SMMart Media. The Client shall notify SMMart Media immediately if the Client does not agree with the contents of the Application form. All Service Specification shall be subject to these Terms and Conditions.
SMMart Media shall use all reasonable endeavours to complete the services within estimated time frames.
Clients must ensure that they have provided SMMart Media with a valid email address for correspondence and notify SMMart Media 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 SMMart Media immediately.
FEES AND PAYMENT
Invoiced amounts shall be due and payable within 5 working days of receipt of invoice. SMMart Media 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.
Direct Debit: Payment for ongoing services is collected in advance by direct debit on the 1st and 15th of each month, if you are unable to pay by Direct Debit then there will be an admin charge of 10%.
Card Payment: Payments are collected in advance via credit or debit card in advance on the date of signup and will reoccur monthly on the same date of signup unless agreed otherwise.
To enable SMMart Media to perform its obligations under this Agreement the Client shall:
Co-operate with SMMart Media;
Provide SMMart Media with any information reasonably required by SMMart Media;
Obtain all necessary permissions and consents which may be required before the commencement of the services; and
Comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
Deal with SMMart Media staff in reasonable, professional and non-abusive manner.
The Client shall be liable to compensate SMMart Media for any expenses incurred by SMMart Media as a result of the Client’s failure to comply with Clause 4.1.
Without prejudice to any other rights to which SMMart Media 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 SMMart Media as agreed damages, not as a penalty, the full amount of any third party costs to which SMMart Media 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 SMMart Media’s 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.
In the event that the Client or any third party, not being a sub-contractor of SMMart Media, shall omit or commit anything which prevents or delays SMMart Media from undertaking or complying with any of its obligations under this Agreement, then the SMMart Media shall notify the Client as soon as possible and:
SMMart Media shall have no liability in respect of any delay to the completion of any project;
If applicable, the timetable for the project will be modified accordingly;
SMMart Media shall notify the Client at the same time if it intends to make any claim for additional costs.
ALTERATIONS TO THE SERVICE SPECIFICATION
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.
The Client may at any time request alterations to the Service Specification by notice in writing to SMMart Media. On receipt of the request for alterations SMMart Media 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.
Where SMMart Media 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 SMMart Media by notice in writing whether or not it wishes the alterations to proceed.
Where SMMart Media 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 SMMart Media shall perform this Agreement upon the basis of such amended terms.
REGISTRATION OF DOMAIN NAME
The client agrees that all domain names carry a minimum of twelve or twenty-four months contractual bond on payment of fees, agreed by both parties.
The client agrees that all domain names are registered under the property of SMMart Media until all contractual services fees have been paid in full. On full payment the ownership of the domains will become the property of the client.
The client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents.
The client agrees that SMMart Media are not held accountable for errors made on the part of the naming authorities/registration agents.
SMMart Media guarantee that should the naming authorities/registration agents alter, the clients will be notified immediately via SMMart Media’s website.
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.
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 SMMart Media, the client understands that they may have their service suspended until payment has been made in full.
In the event of the domain name becoming unavailable during the registration and authorisation period, SMMart Media 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.
RENEWAL OF DOMAIN REGISTRATION
SMMart Media assures the client that the best endeavours will be made to renew all domain names automatically after the initial registration period; however the client acknowledges that SMMart Media will not be held accountable for the failure to do so.
The client agrees that prior to the renewal of any domain names, the annual renewal fee will be made payable to SMMart Media.
The client understands that they will be informed about the renewal date a minimum 30 days in advance by writing or by email.
The E-Commerce and Website / CMS Service’s will renew domain names automatically unless requested not to by the client no later than 30 days before the renewal date.
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.
The client agrees that they are to provide 30 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.
The client understands that SMMart Media are not responsible for any materials lost due to clients neglect to pay renewal domain registration.
As stated in clause 6.8, should the domain become ineffective, SMMart Media shall provide and register a new domain name, with no refunds given.
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.
TRANSFER OF A DOMAIN NAME
The client acknowledges that should they request SMMart Media 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:-in the case of UK Top Level Domains (TLD’s) to modify the Internet Protocol Server (IPS) Tag as required by SMMart Media.
In the case of international TLD’s to replace the name servers, admin, technical and billing contact with the relevant details received from SMMart Media.
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 30 days of the renewal date.
The client acknowledges that SMMart Media 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.
The client acknowledges that SMMart Media 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.
The client agrees that they are fully responsible for the transfer of the website. SMMart Media will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.
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 SMMart Media.
The client agrees that should an ISP deny the release of a domain name, SMMart Media are not held accountable and are not permitted to interfere with the ordeal. Should SMMart Media 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.
The client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, SMMart Media will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.
Domain name transfers, occurring within 2 months of the renewal date, will take longer than initial transfer requests.
All transferred domain names will be registered to SMMart Media 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.
The client understands that eCommerce is a prepaid service that requires specific information in order to run the program. SMMart Media use various freely available 3rd party platforms for eCommerce development which are then modified to client specific needs. We do not charge clients for the cart but only for our modifications, site design and training / support.
The client acknowledges that full payment is required before the service can be provided.
SMMart Media 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.
In the case of retrieving information from an existing eCommerce solution or other website designed by a third party, SMMart Media 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.
The client understands that SMMart Media aim to have websites set-up within a six to eight week period dependent on the client providing all requested information within a reasonable period of time. If the client fails to provide SMMart Media 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.
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.
The client is completely responsible for the legality of their website content in regards to trading standards and all information displayed on their website.
The client acknowledges that there are a number of merchant facilities to choose from once the site is up and running and will be advised by SMMart Media on the best option to suit their business:
A fee may be required to some providers before their system is made available.
SSL System (secure socket layer) – SMMart Media will integrate this system if requested in original sign up or at an additional charge.
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.
There are monthly fees made payable to SMMart Media for such services as the maintaining of the website and renewing of the license. The client understands that any extra work or upgrades will result in additional charges or annual renewal fees.
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 SMMart Media by providing 30 days’ notice.
SMMart Media 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.
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.
SMMart Media 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 an admin charge of £199 + VAT.
WEBSITES / CMS, DESIGN, ECOMMERCE, HOSTING, AND ALL OTHER SERVICES PROVIDED BY SMMart Media
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. SMMart Media 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.
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. SMMart Media 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.
The client understands that they have a maximum of 4 weeks to provide all relevant information requested by SMMart Media 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. SMMart Media’s standard 6-8 week period of site creation commences once we have received all of this information.
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.
SMMart Media host all websites on Linux based web servers. The standard hosting package has 1GB of disk space and 25GB of bandwidth transfer per month. Additional space and bandwidth can be purchased if required.
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.
Once live the client agrees to pay an ongoing monthly fee to cover hosting, emails, ongoing training and support.
SMMart Media 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.
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.
SMMart Media 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 an admin charge of £199 + VAT.
SEARCH ENGINE OPTIMISATION (OPTIMIZATION, SEO) TERMS
“SEO services” refers to all the actions or services provided by SMMart Media as detailed in the ‘APPLICATION FOR SEARCH ENGINE OPTIMISATION SERVICES’ Form.
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 SMMart Media’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.
Your SEO services cannot begin until you have paid for your first month.
Any additional SEO services you add to your existing SEO services at a later date, will incur an additional charge.
We hold you into a contractual agreement of 12 months unless otherwise stated 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 the end of the 12 months contract.
In the unlikely event that you choose to end your contract with SMMart Media within the 12 months contract we require a cancellation fee which will be no greater than the 40% of the outstanding contract amount, any monies you owe to SMMart Media for SEO services provided will still be due and may be passed to a debt collection agency to reclaim.
SMMart Media 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, SMMart Media cannot guarantee any timescales or increase in traffic as a result.
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 SMMart Media .
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 SMMart Media .
SMMart Media will not be held responsible for any illegal activities your website is involved in or promotes, e.g. selling counterfeit goods.
SMMart Media will not be held responsible if you overwrite or modify any SEO work carried out by us. Overwriting the work we carry out can adversely affected the search engine marketing campaign resulting in loss of rankings.
Any external influences that affect your site negatively through hosting services, domain registration or any others will not be held as the responsibility of SMMart Media.
Unless otherwise agreed; you are responsible for inputting and creating your own content.
Content created on your behalf by SMMart Media , once you have approved it, is no longer the responsibility of SMMart Media. You accept full responsibility for its accuracy, maintenance and its legality.
Search engines change their algorithms regularly, which can result in fluctuations in your search ranking positions. SMMart Media will not be held responsible for these fluctuations or if an algorithm change results in dramatic changes to your website rankings.
You agree to our ‘Fair Use Policy’ in regards to our ‘additional email and telephone support’.
Fair Use Policy:
Starter package: up to 30 minutes per month
Small Business Package: up to 1 hours per month
Advanced 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.
Google AdWords vouchers add-ons 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.
All Google Analytics usage is in line with Google Analytics terms of service.
All Google Webmasters (Search Console) usage is in line with Google account terms of service.
SMMart Media will not be held responsible for any loss of data you may experience from Google Analytics.
For “Google Shopping optimisation”, SMMart Media will set up a Google base feed on your website only if the website has been built by SMMart Media. If SMMart Media did not build the website, SMMart Media will act as a consultant on ‘best practice’ procedures and techniques to create one.
For “Google Places optimisation”, SMMart Media will only act as a consultant offering advice and ‘best practice’ procedures and techniques in creating and optimising your Google Places listing.
For “XML sitemap creation”, SMMart Media will create an automatically updating XML sitemap only if SMMart Media built the website. If SMMart Media did not create the website, SMMart Media will create a static XML sitemap and upload it to Google Webmaster Tools.
It is your responsibility to create a Google account and provide unrestricted access to it for SMMart Media to set up Google Analytics and Google Webmaster (Search Console) tools.
For “manually create Meta tags”, SMMart Media will allocate time every month, taken from your SEO services as detailed in your SEO specification form.
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 SMMart Media.
For “social media exposure”, it is your responsibility to create social networking accounts for Facebook, Twitter, LinkedIn and any other social networks SMMart Media recommends and to provide access to these accounts for SMMart Media where ‘social media exposure’ is included in your SEO services.
For “writing product descriptions”, SMMart Media will allocate time every month, taken from your SEO services, as detailed in your SEO specification form.
SOCIAL MEDIA MARKETING TERMS
SMMart Media has no control over the policies of Facebook, Twitter, YouTube, LinkedIn and all other social media channels being utilized for campaigns. SMMart Media has no say with respect to the type of content that social media channels accept now or in the future.
You acknowledge that SMMart Media makes no warranty that the Social Media Management or Social Media Marketing Campaign will generate any increase in sales, business activity, profits or any other form of improvement for your business or any other purpose.
You guarantee any elements of text, graphics, photos, designs, trademarks, or other artwork provided to SMMart Media for inclusion in any campaigns are owned by you, or that you have received permission from the rightful owner(s) to use each of the elements.
Our standard minimum term of any social media management and marketing service is 12 months. Cancellations of any ongoing Social Media Services must be made in writing by mail, fax or email providing 30 days’ notice. If SMMart Media does not receive notification that the campaign should be stopped after the one month period in writing, you agree that SMMart Media will continue working and payments will continue to be made.
There are no refunds available on services provided by the SMMart Media .
No liability whatsoever (except as provided by law) will be accepted by SMMart Media for any damages or losses arising from or as a consequence of the provision of the Services or any other act or default on the part of SMMart Media or of any servant, agent or contractor of SMMart Media in relation to this agreement and the Services unless the same occurs because of the negligence of SMMart Media , its servants, agents or contractors in which case liability is limited to resupplying the Services again or a refund of the fees paid by you in the previous 1 month as elected by SMMart Media.
Nothing in this agreement is intended to limit or exclude any liability on the part of SMMart Media where and to the extent that applicable law prohibits such exclusion or limitation.
SMMart Media reserves the right to reject or discontinue the social media services where we are unable to provide the services due to technical, ethical, legal, or other matters. Where applicable, SMMart Media will refund your money for any services not yet rendered.
Your account for Social media Marketing
A SMMart Media social media marketing account requires your valid email address and full name, you must then provide your legal full name, a valid email address, and any requested information in order to complete the account sign-up process.
Whilst SMMart Media makes every attempt to check unlawful content, SMMart Media cannot be responsible for the Content accessed or made available to others through the Services.
SMMart Media has the rights to refuse or remove any Content that is available via the Services. SMMart Media may (but has no obligation to) remove Content and accounts containing Content that SMMart Media determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive (including Content that SMMart Media determines in its sole discretion to: (a) be libellous, defamatory, pornographic, obscene, or otherwise objectionable; or (b) violate any party’s intellectual property).
You must not upload, post, host, transmit or otherwise make available to others unsolicited email, SMS`s, or “spam” messages through the Services.
You must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature (“Viruses”) through the Services.
Use and restrictions
You may only use the Services to: (a) access Content on SMMart Media’s website; and (b) access, manage and obtain information about your accounts with Third Party Service Providers in accordance with these Terms of Service and any terms specified by the Third Party Service Providers.
You may not access or search or attempt to access or search the Services by any means (automated or otherwise) except through SMMart Media’s platforms and software.
You may not use the Services for any illegal or unauthorized purpose, including in any way that violates copyright or other laws.
You may not use the Services in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. This restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any Content.
You may not, without SMMart Media’s prior written permission (including the permissions granted by these Terms of Service): (a) copy, distribute, modify, enhance, translate, reproduce; (b) decompile, disassemble, reverse engineer, or copy source code; (c) modify another website so as to falsely imply that it is associated with the Services, SMMart Media or any other SMMart Media products or services.
Modifications to the services and prices
SMMart Media may change the Services at any time and from time to time without notice. Any changes to the Services, including releases of new features, tools or resources, shall be subject to these Terms of Service. SMMart Media may also stop (temporarily or permanently) providing the Services (or any part of the Services) to you or to its customers generally without prior notice though we would strive to provide a minimum of 30 days’ notice should this ever occur.
Prices of all Services, including but not limited to monthly subscription plan fees for Services, are subject to change upon 30 days’ notice from SMMart Media. Such notice may be provided at any time by posting the changes on the SMMart Media website and via email to all affected customers.
SMMart Media shall not be liable to you or to any third party for any change to the Services, price change, suspension or discontinuance of the Services.
Cancellation and termination for Social media Marketing Packages
If you choose to cancel your account, you are solely responsible for doing so properly. The current account cancellation procedure is as follows: Contact your account manager and confirm cancellation in writing (email is acceptable). This can be cancelled at any time, for any reason by the client or SMMart Media by providing 30 days’ notice.
SMMart Media does not accept any responsibility for loss of Content due to account cancellation.
Ownership and licenses for Social Media Marketing packages
SMMart Media and its licensors retain title to and ownership of all rights (including copyright, trade-mark, patent, trade secret and all other intellectual property rights) in and to the Services and SMMart Media’s Content. You acquire no rights whatsoever to all or any part of the Services except for the limited use rights granted by these Terms of Service. All rights not expressly granted to you are reserved to SMMart Media and its licensors.
We claim no intellectual property rights over the Content made available to others through your account. Additionally, your profile and other Content you provide to SMMart Media in connection with the Services remain yours. However, by making that Content available to others through the Services, or providing it to SMMart Media through the Services, you grant SMMart Media a worldwide, non-exclusive, royalty-free, fully paid up license (with a right to sub-license) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content through any or all media or distribution methods (whether now known or hereafter developed). You also acknowledge that the purpose of the Services is to access the services of Third Party Service Providers, and that as a result you are agreeing to grant to SMMart Media any and all other rights you grant to applicable Third Party Service Providers.
By posting any public media using the SMMart Media Service, you agree that you are following the relevant terms and conditions of the Third Party Service Provider you are linking to.
Disclaimer and limitation of liability for Social Media Marketing services
THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. SMMart Media DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, CURRENCY, OR TIMELINESS OF THE SERVICES. SMMart Media DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY INCOMPLETENESS, ERRORS, SECURITY, VIRUSES, BUGS, PROBLEMS, OMISSIONS, INACCURACIES OR OTHER LIMITATIONS IN, OR INTERRUPTIONS IN THE OPERATION OF, THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, SMMart MEDIA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE SERVICES ARE OR WILL BE SECURE, COMPLETE OR FREE OF ERRORS, VIRUSES, BUGS, PROBLEMS OR OTHER LIMITATIONS OR WILL OPERATE WITHOUT INTERRUPTION. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW. SMMart MEDIA DISCLAIMS ALL LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, GROSS NEGLIGENCE OR WILFUL MISCONDUCT), PRODUCT LIABILITY, STRICT LIABILITY, STATUTORY LIABILITY, BREACH OF A FUNDAMENTAL TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY, FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION ANY (I) DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, (II) LOST PROFITS OR SAVINGS, (III) BUSINESS INTERRUPTION, (IV) LOSS OF PROGRAMS OR DATA (INCLUDING ANY CONTENT), (V) LOST REVENUE OR FAILURE TO REALIZE EXPECTED SAVINGS, (VI) LOSS OF USE, (VII) PERSONAL INJURY, (VIII) FINES, FEES, PENALTIES, OR (VI) ANY OTHER LOSSES OR DAMAGES WHETHER OR NOT SMMart MEDIA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OF, OR THE INABILITY TO MAKE USE OF, THE SERVICES.
GOOGLE MARKETING TERMS
SMMart Media Ltd (the seller) guarantees using its online systems to create online advertisements based around the buyer’s key phrases and company name as agreed at point of sale. The adverts will then appear on the first page of www.google.co.uk (or www.google.ie if in Republic of Ireland) under the selected key phrases agreed at point of sale subject to availability.
The buyer can see the adverts by going to www.google.co.uk or www.google.co.uk/adpreview and typing their chosen key phrases into the Google search bar and clicking “search”. The buyer also agrees to receive marketing emails from us from time to time.
In the event of suspected click fraud and/or unusually high traffic, SMMart Media reserve the right to pause and review such accounts. We cannot be held responsible for such incidents as they are out of our control. SMMart Media employ a fair use policy. This is designed to provide the most effective service to all Customers. Please also refrain from clicking on your advertisement as this can affect the campaign statistics and visibility.
KEY PHRASE AMENDMENTS
Our in-house PPC analysts will strive to choose suitable key phrases that generate a return on investment for your business, however should you request to change the key phrases against our advice we cannot be certain the amended key phrases will generate the desired response. Please note we only allow key phrase amendments once per month as multiple changes will obscure the campaign performance and report.
AD COPY / TEXT
Our in-house copywriter will create ad copy text for the advertisements, we will create attention grabbing text related and best suited to your business and industry, please note we cannot guarantee the advertisements will be clicked on. Should you wish to revise / amend the ad copy text, (such as special offers) please open a support ticket in your SMMart Media client area, we will strive to have the ad copy amendment completed within 1 working day. We will notify you via email or telephone once the amendment has been completed.
It is the responsibility of the client to ensure we have the correct email address for them. Due to various issues such as strict spam filters etc we cannot be responsible for clients not receiving reports, emails etc from us. It is the responsibility of the client to inform us in any instance of their report not being received before the renewal date of their account within 48 hours.
All outstanding balances of deposits should be paid within 30 days, on the 30th day our automated billing system will attempt to capture the outstanding amount. A late payment charge may be imposed if the outstanding payment is not received by the payment due date.
CANCELLATION OF GOOGLE MARKETING CONTRACT
The first payment made by ‘the buyer’ is non-refundable. After the first month’s trial has passed, a notice period of thirty days is required to cancel any of our services. Within the first month’s trial the buyer can only cancel the agreement after they have received the first reminder email and after this period the buyer can only cancel their contract by filling out the cancellation form that is attached to the marketing report. Upon receipt of your cancellation request if there is one more final payment due to us from you in lieu of the 30 day notice period. The client is reminded to have the funds available in their account to cover this payment. Failure to make this final payment will mean that the account will remain open and continue to accrue further monthly charges until the remaining balance is satisfied. Please see contact page for address details. Smmart Media Reserve the right to terminate any agreement and will not tolerate abusive behaviour from the client(s). Any such behaviour will result in the immediate cancellation or non fulfilment of the contract and no refund of any monies paid.
If any of your payments fail to be collected due to lack of funds, they will automatically be attempted to be taken again in approximately 3 – 5 days’ time. If this payment also fails a late payment fee of £20 will be added to your arrears. If direct debits are cancelled by the buyer this will by no means cancel the marketing contract you have entered into and the buyer will be liable for the total of the contracts remaining value instantly. In certain circumstances the buyer will be allowed to clear the arrears and reinstate the direct debit payments with no additional costs. If either of the above instances occur the buyers marketing will automatically be paused yet normal monthly costs will be charged/accrued.
Any chargebacks requested by the client to their credit card company will be strongly contested by Smmart Media by a dedicated credit control team. Any successful chargebacks back to the client’s card will result in arrears on your account with Smmart Media. Therefore, the outstanding amount (i.e. equal to the chargeback amount) will be due to us from the client. In the event of this outstanding amount remaining unpaid after a period of 30 days the account will then be transferred to an independent third party debt recovery team whose minimum fee will be either £250 + VAT or 200% of the original amount. This can also adversely affect the client’s ability to obtain credit in the future.
SMMart Media 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.
The Client shall indemnify SMMart Media against all claims, costs and expenses which SMMart Media 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 SMMart Media alleging that any services provided by SMMart Media in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar right of a third party.
LIMITATION OF LIABILITY
Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of SMMart Media 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.
In no event shall SMMart Media 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.
Nothing in these Terms and Conditions shall exclude or limit SMMart Media’s liability for death or personal injury resulting from SMMart Media’s negligence or that of its employees, agents or sub-contractors.
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.
SMMart Media 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. SMMart Media 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 SMMart Media of its obligations under this Agreement.
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.
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.
NO THIRD PARTIES
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
GOVERNING LAW AND JURISDICTION
This Agreement shall be interpreted and construed according to, and governed by, the laws of the United Kingdom, excluding any such laws that might direct the application of the laws of another jurisdiction. Manchester court shall have jurisdiction to hear any dispute under this Agreement.
TERMS OF TELEPHONE SERVICE
SMMart Media Customer Services team aim to provide the best service. If for some reason the client is unsuccessful in getting through to our Customer Services team, 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@SMMart.co.uk If during the customer relations call the client is abusive, SMMart Media 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.
If you do have a complaint you would like us to address then, to ensure we can offer the most efficient service to all of our customers, we require that it is put in writing to us. All our calls are recorded for training and quality purposes, these recordings are kept for 30 – 90 days.
SUSPENSION AND CANCELLATION OF SERVICES
Please note that if your account has been suspended and you fail to contact SMMart Media your website and or other services may be cancelled, deleted from the server, and any monies you owe to SMMart Media for services provided will still be due and may be passed to a debt collection agency to reclaim. We advise you that you should always keep a copy of your website files independently.
On occasions where a client may request to pause, cancel or turn their hosting off and not continue to pay hosting fees SMMart Media may agree to keep a copy of the website on request in case of a future re-activation request however there is no guarantee that your data will be stored indefinitely and it is the clients responsibility to retain a copy of their own files at all times.
Any refunds due on cancellation of services as agreed with SMMart Media will be paid within 60 days of confirmation of cancellation.
If we receive a cancellation request during out of office hours, it will be acknowledged the next working day (9am to 5:30pm). Please note we send out Google Marketing reports 2 -3 days before recurring payment is due.
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 + VAT admin charge for this
Any offer of free Google Ad Words is dependent on availability.
CHANGES TO TERMS
We reserve the right to change these terms and conditions of business from time to time without prior or specific notice. All terms will be fair and reasonable and in accordance with applicable law in England and Wales.
If you cannot pay on time please let us know and we will do our best to accommodate you.
Failure to pay or reach an agreement on payment at any stage will result in immediate cessation of project development. No refunds will be given for work already completed.
Failure to pay for any third-party service on time will result in our cancellation of that product or service at the earliest opportunity. Any additional costs incurred by us as a results of non-payment will be passed on with additional costs for any time we incur in dealing with the third-party debt collections agencies, our standard rate of £50 +VAT per hour.
If a monthly direct debit payment fails, we may take payment via an alternative method.
unfortunately we do not have a refund policy as this is a business to business arrangement. No refunds are given on monies paid.
Please note we record all telephone conversions for training and monitoring purposes. Calls are held on file for 30-60 days pending deletion. Please note if you require a call recording with yourself and any our service agents a one-off fee of £25 + VAT. The call recording will be sent via (signed for) recorded delivery.
INFORMATION ABOUT YOU AND YOUR VISITS TO OUR SITE
VIRUSES, HACKING AND OTHER OFFENSES
You must not misuse our site by knowingly introducing viruses, Trojans, worms, logic bombs or other material, which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.