Service Agreement 

(Digital Marketing)

 

Trades Online LTD is a digital marketing agency that guides each Client on their digital marketing journey –  from start to finish.  We provide every aspect of digital marketing services, including digital marketing strategy development, website design and development, custom AI agent development and implementation, on page SEO, audits, campaign creation and implementation, social media, Google and Facebook ads and CRM design, development and management. 

These are the Terms and Conditions under which Trades Online LTD, company number: SC867036 will carry out work for you. 

This Agreement will apply each time that you ask us to provide you with digital marketing services and sets out our Services and what you can expect from us. 

Please read this Agreement carefully as it is legally binding and applies to the services you have selected and described in the QUOTE provided to you. It is a condition of your use of our Services that you comply with these Terms and Conditions.

This Agreement contains 

  1. Terms and conditions
  2. Schedule – Meaning of Terms

Trades Online LTD may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.

TERMS and CONDITIONS

  • Engagement 
  1. You may engage our services by 
  1. signing and returning this Agreement to us
  2. paying our invoice; or 
  3. providing further instructions regarding your website.
  1. Trades Online LTD will accept your engagement subject to these Terms and Conditions. 
  2. Services will commence according to the Service Schedule to which this Agreement applies or when Trades Online LTD accepts your engagement. 

Term

  1. This Agreement will take effect immediately upon engagement and remain in effect until the Service Schedule outcomes have been achieved or until a period of 90 days since launch of Services.
  2. The Term will automatically renew for subsequent periods of the same duration unless either Party terminates under Clause 16 below or both parties agree in writing to vary the Services provided.
  • Fees – General
  1. Trades Online LTD will provide you with a Fee for the Service (QUOTE) based on your Specifications. 
  2. In general, fees are calculated as follows:
    • The Foundations (1 Page Website) – £779
    • The Foundations (5 Page Website) – £1,779
    • The Foundations (7-12  Page Website) – £2,779
    • The Digital Foreman (Basic CRM) – £1,514
    • The Digital Foreman (Custom AI Agent CRM) – £3,014
    • The Digital Foreman (Team Management CRM) – £4,514
    • Google Ads – Google Ads account set up fee plus 20%  or £250, whichever is the greater of the ad spend invoiced at the month-end. 

     Example – if your ad spend is £2000, you will be invoiced £400 plus VAT as our management fee. 

  • Facebook Ads – Facebook ads account set up fee plus 20%  or £250, whichever is the greater of the ad spend invoiced at the month-end. 
  • Organic Reviews Campaign – from £297 plus VAT
  • Re-engagement Campaign – fees are tailored to your business outcomes on a pay per quote basis
  • Google Ads landing pages hosting – from £50 plus VAT. 
  • Website hosting – £20/mo plus VAT
  • CRM messaging is rebilled monthly depending on usage starting at £20
  • AI Agent credits are rebilled monthly depending on usage starting at £5
  1. Payment of invoices is required within 7 days of issue.
  2. Fees are subject to change if both parties agree to amend the Specifications.
  3. Fees exclude VAT.
  4. Fees are valid for 30 days from the date Trades Online LTD provides you with a Fee structure and Service Schedule (QUOTE) unless otherwise agreed. 
  5. Please refer to the Service Schedule to which this Agreement applies.
  • Payment for Digital Marketing Campaigns
  1. Payment for Digital Marketing Campaigns is required to be made by the Client’s credit card via the Clients Google or Facebook accounts. 
  2. The Client is entirely responsible for Google, and Facebook ads spend, the campaign budget will be decided by the Client during onboarding.
  3. Payments must be received by the 20th of the preceding month for the campaign to run in that calendar month. 
  4. Monthly budgets for Digital Marketing Campaigns that start mid-month due to client approval delays will be applied in full by the end of that calendar month.
  5. Payment for Digital Marketing Ad Campaigns may not be paused during the Initial Term unless both Parties agree.
  6. The Term will automatically renew for subsequent periods of the same duration unless either Party gives the other Party written notice terminating the Agreement 30 days before the expiration of the Term.
  7. The agreed Online Advertising fees will be invoiced to the Client before the end of the month. 
  8. Trades Online LTD reserves the right to suspend all services provided to the Client until any payment default is rectified under this Agreement.

Pay per click budgets

  1. Trades Online LTD reserves the right to reallocate approved pay per click budgets between different approved marketing platforms (Google, Facebook/ Instagram or LinkedIn or strategies (demographic targeting / remarketing) based on the effectiveness of the Digital Marketing Campaign to maximise results.

Refunds

  1. Refunds will not be issued for paused Digital Marketing Campaigns or overpayment; a credit note may be issued at Trades Online LTD’s discretion.
  • Services 

Trades Online LTD provides the following services (please refer to your QUOTE)  including but not limited to:

  1. Search Engine Advertising (Google Ads)
  1. Search Engine Advertising Services may include:
  • Keyword research and recommendations
  • Creation of Google AdWords account
  • Creation of Google Analytics account
  • Set-up of conversion tracking in google analytics
  • Conversion tracking code implementation
  • Creation of text ad copy and ad extensions
  • Management of keyword bids and ad targeting
  • On-going optimisation and digital marketing campaign analysis
  • Monthly progress report

Exclusions

  1. Search Engine Advertising Services exclude:
  • Advanced conversion tracking code implementation where website development is needed
  • Privacy Policy 
  • Landing page development
  • Website development
  • Mid-Campaign changes to strategy.
  1. Unless otherwise agreed, Trades Online LTD will utilise their professional account/s to engage the appropriate third-party providers, e.g. Facebook, Google.
  2. You acknowledge that Trades Online LTD will source suppliers and placements, but the suppliers govern the terms and conditions of those placements. 
  3. You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

Social Media Advertising

  1. Social Media Advertising Services may include:
  • Facebook ads creation including image design and ad copy
  • Facebook ad account creation within Trades Online LTD’s business manager account
  • Ad creatives
  • Conversion tracking set up in Google Analytics
  • Conversion tracking code and Facebook pixel implementation
  • Specific remarketing lists set-up using Facebook pixel data
  • Audience set-up based interest and demographic data for digital marketing campaign targeting
  • On-going optimisation and Digital Marketing Campaign analysis
  • Facebook community or Facebook page set up and management
  • Responses to comments on Facebook advertisements
  • Downloading and collating Facebook advertisements leads
  • Monthly Progress Report

Exclusions

  1. Social Media Advertising Services exclude:
  • Advanced conversion tracking code implementation where website development is needed
  • Privacy Policy 
  • Landing page development
  • Website development
  • Mid-Campaign change of strategy
  • Integration of Facebook with 3rd party platforms 
  1. Unless otherwise agreed, Trades Online LTD will utilise their professional account/s to engage the appropriate third party provider, e.g. Facebook, Google.
  2. You acknowledge that Trades Online LTD will source suppliers and placements, but the suppliers govern the terms and conditions of those placements.
  3. You will provide access to your social media accounts or permission for us to set up accounts on your behalf.

 

Appointment Booking

  1. Appointment Booking Services may include:
  • Calling and qualifying of leads generated through advertisement
  • Email and text outreach to leads generated through advertisement
  • Appointment booking, an appointment being defined as a time and address to meet any given lead along with their contact information and any other details that could benefit the Client.

Exclusions

  1. Appointment Booking Services may exclude:
  • Any in person meetings conducted by Trads Online LTD
  • Any provision of legal documentation from Trades Online LTD to the lead

Website Design and Development

  1. Website Design and Development Services may include:
  • Trades Online LTD will write the Website and the Website Documentation and provide Reports, according to the milestones set out in the Timetable agreed with the Client or as soon after that as is possible.
  • The Website Documentation shall be updated from time to time so that it provides a precise technical record of all features of the completed Website.
  • The Client will complete arrangements in respect of the Excluded Matters in Clause 9 necessary to satisfy the prerequisite operational requirements of the Website.
  • Delivery of the Website will occur when the Website is complete and tested and fully operational on the server of the Website Host.

Content of Detailed Specification

  • The Detailed Specification shall include but is not limited to:
    • the Client’s functional requirements for the Website.
    • the bought-in software and plug-in sub-systems proposed to be used in the construction of the Website together with priced recommendations for sourcing such products.
    • any necessary administrator control panel or system.
    • a list of password protected files, specifying the function of each file, the password at the start and the method of changing the password; and
    • any necessary communications systems required with details of how they will operate.

Text modifications

  • Trades Online LTD shall notify the Client when the Website is substantially complete with text on the pages (even if the dynamic features are not yet complete).
  • Trades Online LTD shall provide open access (uncontrolled by any password or qualification) to the Client to all the pages, including error messages and other secondary pages.
  • The Client shall provide to Trades Online LTD a comprehensive list of text modifications in respect of all the pages.
  • Trades Online LTD shall make the modifications requested and shall charge the Client at the rate set out for HTML and web page construction.

Variations

  • The Client may request design or functionality modification of the Website at any time before completion of the Project to Trades Online LTD.
  • Any requests for modification or amendment must be made in writing via email to Trades Online LTD.
  • The Client shall provide Trades Online LTD with full particulars of any requested modification and other information Trades Online LTD may require.
  • Trades Online LTD shall inform the Client in writing within three (3) days of receiving the request whether the proposed modification is technically feasible and shall notify the Client of:
    • the estimated number of additional hours of work.
    • any necessary alteration to the Timetable caused by the proposed modification.
  • The Client must confirm within three (3) days whether they wish to proceed with the modification, in which case the Timetable shall be amended by Trades Online LTD accordingly.
  • If modification is requested after the Website has been substantially constructed, Trades Online LTD may decline to accept the additional work until after completion of and payment for the Project. 
  • Any additional work will be the subject of a separate contract.
  • If Trades Online LTD modifies the whole or any part of the Website under this paragraph, it shall make all appropriate related modifications to respectively the Detailed Specification and the Website Documentation so that both of these documents accurately reflect the finished version of the Website.

Testing and acceptance

  • The testing shall take place either on a test site or a site published live. 
  • Trades Online LTD shall test the functioning of the Website.
  • If any fault or “bug” is found Trades Online LTD shall undertake such further work as is necessary until the testing procedure is satisfied as to 100%.
  • When the test procedure is completed with 100% compliance, Trades Online LTD shall inform the Client, and the Client shall test the Website.
  • The Client shall inform Trades Online LTD of any deficiencies in the operation of the Website within thirty days.
  • In the absence of any such notification, the Client is deemed to have accepted the Website.
  • The Project is complete after:
    • The testing procedure has demonstrated 100% efficiency.
    • The Website is published on the server of the Website Host.
    • updated versions of the Detailed Specification and the Website Documentation have been handed to the Client in soft copy.
    • a set of all files identical to the published set in a proper directory structure has been delivered to the Client or the backup location directed by the Client.
  • Exclusions from contract
    • The Excluded Matters are:
      • Registration of necessary domain names.
      • Arrangement of merchant server banking and payment service provider facilities.
      • Purchase of any required computer hardware and software.
      • Search engine optimisation beyond that specified in this Agreement; and
      • Website firewall protection. 

 

Custom CRM and AI Agent Buildouts

  1. Custom CRM and AI Agent Buildouts may include:
  • Trades Online LTD will write the Custom CRM and AI Agent Buildouts and provide Reports, according to the milestones set out in the Timetable agreed with the Client or as soon after that as is possible.
  • The CRM and AI Agent Documentation shall be updated from time to time so that it provides a precise technical record of all features of the completed CRM.
  • The Client will complete arrangements in respect of the Excluded Matters in Clause 4.5.1 necessary to satisfy the prerequisite operational requirements of the CRM.
  • Delivery of the CRM will occur when the CRM is complete and tested and fully operational.

Content of Detailed Specification

  • The Detailed Specification shall include but is not limited to:
    • the Client’s functional requirements for the CRM.
    • the bought-in software and plug-in sub-systems proposed to be used in the construction of the CRM together with priced recommendations for sourcing such products.
    • any necessary administrator control panel or system.
    • any necessary communications systems required with details of how they will operate.

Testing and acceptance

  • The testing shall take place either on a test CRM or the live CRM. 
  • Trades Online LTD shall test the functioning of the CRM.
  • If any fault or “bug” is found Trades Online LTD shall undertake such further work as is necessary until the testing procedure is satisfied as to 100%.
  • When the test procedure is completed with 100% compliance, Trades Online LTD shall inform the Client, and the Client shall test the CRM.
  • The Client shall inform Trades Online LTD of any deficiencies in the operation of the CRM within thirty days.
  • In the absence of any such notification, the Client is deemed to have accepted the CRM.
  • The Project is complete after:
    • The testing procedure has demonstrated 100% efficiency.
    • The CRM is hosted and managed by Trades Online LTD.
    • updated versions of the Detailed Specification and the CRM Documentation have been handed to the Client in soft copy.
    • a set of all files identical to the published set in a proper directory structure has been delivered to the Client or the backup location directed by the Client.
  • Exclusions from contract
    • The Excluded Matters are:
      • Registration of necessary domain names.
      • Arrangement of merchant server banking and payment service provider facilities.
      • Purchase of any required computer hardware and software.
      • Pipeline or automation development outside the scope of the original agreement; and
      • Porting over all existing conversations. 


  • Content and materials supplied by you (Client Content)
  1. You agree to 
  1. supply all requested content within a reasonable time.  
  2. complete our questionnaire about your business to inform our service to you.
  3. supply all content in the following digital format/s:
  • text/copy: Google Doc or Rich Text 
  • tables: Google Sheets 
  • images: high resolution where possible (JPEG, PNG files)
  • logos: vector format (Illustrator EPS/AI)
  • diagrams/maps: vector format (AI) or (JPEG files);
  1. provide required access to your current website and database via SSH, FTP and CMS/hosting control panel login.
  2. provide brand style guidelines, including logos.
  3. provide staff and employee photos as required.

Additional charges

  1. Trades Online LTD may charge additional fees if the requested content is not provided in the appropriate format or if the material is not supplied in a reasonable time.
  2. You warrant that the content you provide, or that is provided to us on your behalf, will not: 
  1. breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or 
  2. compromise the security or operation of our computer systems, through a virus or otherwise.
  1. Where the Client does not provide adequate content for a digital marketing campaign content requirement, Trades Online LTD may create content for the Client.
  2. In doing so, Trades Online LTD will rely on information provided by you about your business, service or campaign requirement.  
  3. You warrant that information that you provide is current, truthful and is owned by you and is not in breach of any third party’s rights. 
  4. Trades Online LTD is not responsible for any inaccuracies that may occur or any loss or damage arising out of such errors.
  • Purchase Of Stock Images, Fonts, Photography, Audio Or Video
  1. Fees do not include any searches or purchase of stock images, commercial fonts, photography, audio or video unless specified in your quote.
  2. You may provide stock images, commercial fonts, audio or video, or Trades Online LTD can purchase them on your behalf. 
  3. When any stock images or commercial fonts are purchased on your behalf, Trades Online LTD will be the license holder for the image or font.
  4.  The image or font can only be used under the terms of the license/s.
  5. You indemnify, and agree to keep Trades OnlineLTD, its directors, officers and employees indemnified, against all loss arising out of the breach of these licenses.
  6. Standard stock images will be charged according to our current stock image rates.
  7. Fees for any font, photography, audio or video required provided for approval will be charged separately to the Specification fees.
  8. Ownership of the finished photography, audio or video will be transferred to you upon full payment of all issued invoices.
  9. Trades OnlineLTD retains ownership of all working files.
  • Approvals And Implementation
  1. You agree to provide timely approvals and implement the following as required: 
  1. service Specifications
  2. keyword recommendations
  3. ad texts
  4. ad targeting
  5. ad creatives
  6. design concepts selection
  7. updated versions of the chosen design concept
  8. completed designs
  9. conversion tracking codes
  10. landing pages
  11. variation notices
  12. any other item for which Trades Online LTD requests your approval.
  1. You are required to provide acceptance of a completed item in writing.
  2. You will be deemed to have accepted a completed item with no further amendments required if we do not receive a response from you, within 5 business days.
  3. Trades OnlineLTD will not proceed to the next stage of the Service until we receive your written approval to proceed.
  4. You agree that once you have approved the list of key phrases for optimisation and use in the provision of the Services by Trades Online LTD unless Trades Online LTD determines that a change in the approved list is required for an improved outcome. 
  5. Delay in providing the approval, implementation, content or feedback Trades OnlineLTD requires, may result in:
  • a change in the delivery deadline set out in the Service Schedule Specifications; or
  • overtime costs if the delivery deadline cannot be changed.
  • Variations and Additional Costs
  1. If during our engagement Specifications of Service change, the changes will be treated as a Variation.
  2. Trades Online LTD reserves the right to suspend work and review the Service fees where a Variation occurs. 
  3. Trades Online LTD will discuss the Variation with you and where required will issue an amended Specification to include the Variations and suspend services until we receive your written approval to proceed. 
  4. Examples of Variations include:
  • costs for commercial fonts, photography, audio and video;
  • additional Service management time;
  • unplanned delays in obtaining approval, Client Content or feedback resulting in 

rescheduling services and staff

  • overtime required to meet deadlines due to delays by the Client providing approval, Client Content or feedback;
  • development work.

Additional costs 

  1. From time to time, small changes incurring additional costs to the Service are required.
  2. In most cases, Trades Online LTD will obtain your approval for such changes and associated fees; however, at times, due to deadlines Trades Online LTD may proceed with the changes without securing permission.
  3. Additional Costs will be invoiced separately to the Client on an ad hoc basis, charged at current Professional Hourly Rates of £80 per hour.
  4. Additional Costs may include:
  • Formatting content into an appropriate format
  • additional design concepts / alternations requests
  • change requests to designs after final approval has been requested or provided
  • uploading and styling/layout of additional Client Content;
  • additional meetings and travel time.
  1. Trades Online LTD reserves the right to charge Additional Costs caused by :
  • inadequate client instructions
  • interruptions and mistakes for which Trades Online LTD is not responsible
  • extra work required caused by faults or defects in any service provided by a third party.
  • Intellectual property and supply of raw/editable files
  1. Trades Online LTD owns the intellectual property rights in all content and material created by Trades Online LTD for the duration of this Agreement. 
  2. Trades Online LTD grants you a non-transferable, non-exclusive license to use material and content created by Trades Online LTD for the sole purpose of marketing your business.
  3. You must not, without our prior written consent:
  • adapt, create derivative works from or merge templates or other Intellectual Property
  • use the Intellectual Property for any purpose other than the specific purpose for which Trades Online LTD has provided it
  • reverse engineer, disassemble or decompile the Intellectual Property
  • distribute, lend, resell, transfer, assign or sublicence the Intellectual Property, or allow any other person to use it; and
  • remove or attempt to remove any proprietary or copyright notices or any labels on the Intellectual Property.

Raw/editable files

  1. The supply of raw/editable files is at the discretion of Trades Online LTD. 
  2. Additional Costs will apply and may be based upon a percentage of the original Fee Structure, or a retrieval and release fee.
  3. Stock images and commercial fonts remain the property of Trades Online LTD, under license or its licensors at all times and are governed by licensing restrictions and rules and are not transferrable.
  4. All ad text, ad targeting, ad creative and all ad accounts remain the property of Trades Online LTD.

Third-party intellectual property rights

  1. Trades Online LTD does not warrant that your use of the designs, materials or content produced by us for you in the course of the Service will not infringe any third party’s Intellectual Property Rights or any person’s Moral Rights. 
  2. Trades Online LTD will advise you if we become aware of any infringement.

Permitted Use

  1. You agree to allow Trades Online LTD to use the Services provided for promotional and portfolio purposes.
  2. As part of the Services, Trades Online LTD may place your company logo and case study on its website or promotional collateral for promotional purposes, and you irrevocably authorise Trades Online LTD to do so.
  3. You agree to provide feedback or testimony upon request after the release/closure of the Service.
  • Archiving / Retrieval
  1. Trades Online LTD will endeavour to store or archive all electronic files used in the production of your Service. However, Trades Online LTD provides no guarantee that any stored or archived files can be retrieved in the future.
  2. Once the Service is launched, archiving of files, database and file copies become the responsibility of the Client.
  3. An additional cost will apply for file retrieval requests after the Service is launched. 
  • Warranty disclaimer
  1. Nothing in this Agreement excludes, restricts or modifies your statutory rights.
  2. Such legislation includes the United Kingdom Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances, each a non-excludable provision.
  3. Subject to your statutory rights, Trades Online LTD expressly disclaims all warranties and representations of any kind concerning the Services or arising out of the course of performance of services including any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement.
  • Limitation of liability and warranty
    1. To the fullest extent permissible by law, Trades Online LTD is not liable (whether in contract or tort) for:
  1. faults or defects in any services or goods provided by third parties in connection with this Agreement; or
  2. any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Trades Online LTD knew of the possibility of such loss and whether or not such loss was foreseeable).
  1. To the fullest extent permissible by law, in no event will Trades Online LTD liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this Agreement exceed the amounts paid by the Client to Trades Online LTD for the Service;
  2. Trades Online LTD makes no warranties regarding the likelihood of success of marketing or promotional activity undertaken under the Agreement.
  3. Trades Online LTD will make every reasonable effort to optimize the performance of your Digital Marketing Campaign; however, Trades Online LTD gives no warranties and makes no guarantees in respect of the outcomes of your Digital Marketing Campaign.
  4. You acknowledge that:
  1. search engine results and ad position will vary for each of the search engines and social media platforms
  2. the algorithms of each search engine and social media platform may change unexpectedly from time to time; and
  3. Trades Online LTD has no control over platform algorithms.
  1. To the fullest extent permitted by law, Trades Online LTD liability  for a breach of a non-excludable condition is limited to: 

In relation to Services:

  1. the supplying of the Services again; or
  2. payment of the cost of having the services supplied again.

In relation to Goods:

  1. all liability third party Intellectual Property rights infringement of any third party arising from any of the material or content published during the performance of the Services;
  2. liability for misrepresentation or negligence arising from detrimental reliance on any of the equipment or content published in accordance with the performance of the Services. It is your responsibility to thoroughly check and gain independent expert advice on the suitability or correctness of the material to be published as part of the performance of the Services;
  3. liability in respect of loss of data, 3rd party integration failure, breach of our security, interruption of business or any consequential or incidental damages; all representations, warranties or terms (whether express or implied) other than those expressly set out in the Agreement.
  1. Trades Online LTD total aggregate liability for all claims relating to the Agreement is limited to the fee for the Services payable under this Agreement.
  2. Either Party’s liability for any claim relating to the Agreement will be reduced to the extent to which the other Party contributed to the damage arising from the claim.
  • Indemnity
  1. You indemnify Trades Online LTD in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on a full indemnity basis), in connection with any of the following:
  1. any breach of this Agreement.
  2. Your negligent acts or omissions; or
  3. Your use of Services, including third-party claims arising out of your use of the Service; or
  4. Breach of third-party intellectual property rights.
  1. You indemnify, and agree to keep Trades Online LTD, its directors, officers and employees indemnified, against all loss arising from actions taken performing Services.
  • Confidentiality
  1. Each Party agrees to keep confidential, and not to use or disclose except as allowed by this Agreement, any confidential information of the other Party unless required to do so by law. 
  2. The parties agree not to disclose these terms and conditions (including any schedules), or any details of a Service Schedule or Fee Structure. 
  3. This obligation of confidence extends to Confidential Information obtained by a party before entering into this Agreement. 
  4. The Party required to disclose the other Party’s Confidential Information as set out above must:
    1. provide a reasonable amount of notice to the other Party of the proposed disclosure;
    2. consult with the other Party as to the form of the disclosure; and
    3. take all reasonable steps to maintain such Confidential Information in confidence.
  5. Each Party must take all necessary steps to safeguard the confidentiality of the Confidential Information of the other Party.
  • Dispute resolution

Both parties agree:

  1. To contact the other Party immediately with any concerns so that they may be resolved quickly and effectively through friendly consultation.
  2. In the event of a dispute, both Parties agree to the following Dispute Resolution Procedure:
    1. To advise the other Party in writing of the nature of the dispute, the outcome you seek and what actions you believe will settle the dispute. 
    2. To meet in person or Zoom, in good faith to seek to resolve the dispute by Agreement and compromise.
  1. If the Parties are unable to resolve a dispute by negotiation and discussion within 14 days, both parties agree to proceed to mediation with the assistance of an accredited mediator, and we agree to share the costs of mediation equally.  
  2. If we cannot agree on a mediator, we will request a mediator to be appointed by the Law Society of the United Kingdom. 
  3. Litigation is a last resort and may not be commenced until, in the opinion of the appointed and accredited Mediator, the potential for negotiation and mediation have been exhausted.
  1. Both Parties agree that any dispute or issues will be confidential between the Parties and the Mediator.
  2. Both Parties agree to refrain from discussing any dispute or related issues or disrespectfully referring to each other on any social media or a public forum,  to protect both parties’ professional reputation and relationship. 
  3. Litigation via the court process may only be considered after a genuine attempt at mediation bought by either Party, is unsuccessful. 
  4. Confidentiality is paramount to both parties personal and professional reputation and standing in their business and community.
  5. At no time will any communications or discussions be made public including but not limited to any social media platforms or websites of either Party. 
  6. Any public discussion or comments about either Party will be considered defamatory, harmful or otherwise damaging and will be the subject of compensation in any mediation or litigation claim.
  •  Termination
  1. A party may terminate this Agreement by notice in writing to the other Party if:
    1. the other Party commits a material breach of this Agreement that is capable of remedy (including failure to pay any amount due under this Agreement) and fails to remedy that breach within [14] days after receiving notice from the other Party to do so;
    2. the other Party commits a material breach of this Agreement that is not capable of remedy; or
    3. the other Party becomes Insolvent.
  2. Trades Online LTD may terminate this Agreement if:
    1. you do not provide any information or materials requested within a reasonable time after being asked to do so; or
    2. Trades Online LTD considers that confidence and trust no longer exist.
  3. Upon termination of this Agreement:
    1. our obligation to carry out the Service ceases;
    2. each Party’s rights and obligations accrued before termination are not affected;
    3. the licence granted terminates;
    4. any unpaid invoice owed to Trades Online LTD must be paid, including payments for any minimum term of advertising or services. 
    5. failure to do so may result in Trades Online LTD registering this default with a credit reporting agency.
    6. each Party must immediately return to the other Party (or destroy or delete as the other Party directs) all Confidential Information of the other Party in its possession or control, except to the extent that the Party needs to keep such information to comply with its record-keeping obligations; and
    7. except as provided above and in sections 9, 11, 12, 13, 14 and 18 will continue.
  1. Force majeure 
  1. A Force Majeure event is an event outside either party’s control that delays or hinders our ability to perform its obligations under this Agreement.
  2. A Force Majeure event includes but is not limited to fire, flood, earthquake or similar natural disasters, riot, war, terrorism, civil strife, labour disputes or disturbances, industry-wide material or services shortages outside our reasonable control, an outbreak of pandemic disease, governmental regulations, communication, technology or utility failures.
  3. Neither Party breaches this Agreement for the delay in performing or failing to perform, any of its obligations if such delay or failure result from Force Majeure events.
  4. Upon the occurrence of any Force Majeure Event, the party affected shall give notice to the other party of the inability to perform or of delay in delivering products and services.
  5. The affected party shall propose revisions to the delivery schedule for products or services or termination of undertakings under this Agreement where performance is deemed impossible because of the duration or effect of the Force Majeure event.
  6. Where this Agreement terminates as a result of a Force Majeure event, Parties agree every effort will be made by both parties to negotiate a financial arrangement to mitigate and share any loss resulting from the Force Majeure event.
  • General

Relationship

  1. This Agreement does not create a relationship of employment, agency or partnership between the parties.
  2. Trades Online LTD may subcontract our obligations under this Agreement.

Waiver of rights

  1. Either Party’s failure to insist on the other Party’s performance of an obligation under this Agreement is not a waiver of any of its rights.

Variation of Agreement

  1. Trades Online LTD may change this Agreement from time to time. 
  2. The new terms will apply to any Service that commences after the date that Trades Online LTD publishes the changed terms and conditions. 
  3. Your engagement of our Services after that date signifies your acceptance of the amended Agreement.



Jurisdiction

  1. This Agreement is governed by the laws of the United Kingdom. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the United Kingdom. 
  2. Entire Agreement 
  3. This Agreement constitutes the entire Agreement of the parties and supersedes and cancels all prior arrangements, understandings and negotiations in connection with it. 
  4. Any statement made in negotiations for this Agreement which is not set out in this Agreement does not form part of the Agreement between the parties.

Meaning of terms 

 

Broken Links – Broken Links Usually occur when pages are renamed or removed from an existing or new website. Search engines look at the number of broken links when determining a website’s ranking, making regular clean-up necessary. The volume of work involved and frequency vary with each site. Therefore, clean-up is not included in your SEO campaign. Trades Online LTD will do regular broken link checks and advise you of what broken links need to be cleaned up.

Consumer Guarantee means a consumer guarantee applicable to this Agreement under the Australian Consumer Law, (including any ‘express warranty’ within the meaning of section 2(1) of the Australian Consumer Law).

Content Management System (CMS) A content management system (CMS) is a web-based software application or set of related programs that are used to create and manage digital website content.

Copywriting & Content Generation – All SEO campaigns include initial website copywriting and content generation as part of the on-going article submission and Link Building strategy. If your advertising strategy requires additional copywriting and content generation in the form of blog articles, press releases or other landing page or website content, this can be produced at our Professional Hourly Rate.

Digital Marketing Campaign means the execution of the Services as defined in Clause 4 Services, combined with the strategy, keywords, ad text, ad targeting, ad creative as agreed between the Client and Trades Online LTD.

Finalisation – means when the Service is handed over to you for your data entry and testing (not when the Service is launched).

Keyword Recommendations – Trades Online LTD will aim to find the most profitable keywords for your business. We aim to select keywords with appropriate context, significant demand, rank potential, and able to grow current organic visibility. A Change of Strategy Mid-Campaign to agreed keywords is disruptive to planned outcomes. The movement of these keywords depends on several factors, including the nature of the business, industry, search volume and search demand. Improvement comes gradually and required long term (at least 3-6 months) of monitoring before keyword performance can be determined.

Landing Page or Website Development – Trades Online LTD will provide an initial landing page or website assessment to recommend changes to improve your conversion rate. If your landing page or website is built on one of our supported Content Management Systems, changes may be requested to your landing page or website at our Professional Hourly Rate.

Link Building –Trades Online LTD will create hyperlinks (backlinks) from several different news, blog and directory websites to your website’s URL. Search engines analyse the popularity, relevance, and authority of a website through the number of quality hyperlinks pointing back to the site. Growing the backlink profile of a website is a critical part of SEO. The more quality backlinks a website has from trusted sources, the better the chances are for ranking at the top of search results.

Monthly Progress Report  – Trades Online LTD will send a report each month detailing the Digital Marketing Campaign’s progress and enquiry volume (where available).  We may also schedule calls to clients to explain progress and changes needed to be for improvement. 

New Website Migration – Maintaining organic position in search results when launching a new website requires extensive planning & research and careful & precise execution. A strict process is necessary to ensure all ranking equity, organic rankings, and traffic are retained, including mapping and implementing a series of 301 redirects. Please contact Trades Online LTD when planning a new website build to address this issue.

Online Advertising includes Search Engine Advertising, Display Advertising, & Social Media Advertising.

Trades Online LTD may prepare a comprehensive report that details the recommended best practice changes to the website that are necessary to improve the website’s rankings in the most popular search engines at the appropriate time. These practices will change based on the search engines algorithm updates. Trades Online LTD will use its best endeavours to update and reissue the On-Page SEO Report as frequently as Trades Online LTD deems is necessary to reflect best practice on-page SEO practices.

Privacy Policy Before you can conduct a search engine or social media advertising your website must have a privacy policy stating what you do to protect your visitors’ privacy and disclose the use of cookies on the site. We are unable to activate a live search engine or social media advertising campaigns until your website has a compliant privacy policy.