Please take the time to read this document carefully.

We like to think that we at WSI Digital Advisors are friendly and easy to work with, but it is always important to understand what we expect from you as our client and what you should expect from us.

If you have any questions at all, please contact us and we will be pleased to help.

Definitions

Company Name: WSI Digital Advisors (WLBP Digital Marketing Ltd Trading as)

Registered Office: 45 Whellock Road, London, W4 1DY

Company Number: 13021122. Registered in England.

VAT Registration: GB 363 0669 92

Telephone: +44 (0) 20 3488 7608

Email: peter.mckenna@wsiworld.com

Website: www.wsidigitaladvisors.uk

For the purpose of this agreement:

WLBP Digital Marketing Ltd T/A WSI Digital Advisors will be referred to as WSI Digital Advisors

A ‘client’ is a person, persons, business or organisation using any of the services provided by WSI Digital Advisors.

A ‘project’ is any work undertaken or service provided by WSI Digital Advisors for the client on their request, and includes, but is not limited by, websites and web based applications.

The ‘domain name’ is the internet address to be used for the Project as specified by the client.

‘Hosting’ is a monthly service to keep a client’s project activated online.

‘Content’ is both text, images, and documents that the client stores in the project.

1 – General

The contract between WSI Digital Advisors and the client will be on these conditions, to the exclusion of all other terms and conditions. This agreement is not intended to benefit or be enforceable by any other person.

This agreement becomes effective once the client has agreed to these terms and conditions via an email acknowledgment and once either the full payment or deposit payment has been received.

The client agrees that for purposes of venue, this agreement was entered into in the UK and any dispute will be litigated or arbitrated in the UK.

WSI Digital Advisors is VAT registered and all sums discussed with the client will have VAT added accordingly at the prevailing rate.

Any variations to these conditions shall have no effect unless agreed in writing.

It is the client’s responsibility to check and ensure that any project is lawful and does not infringe any copyright or any other laws.

Both WSI Digital Advisors and the client should take care to protect the interests and property of the other party.

2 – Client Obligations and Assumptions

In order to complete the project successfully, we expect the client to provide the following:

1) Provide one point of contact for the duration of the project and participate in requirements and planning sessions.

2) Participate in a timely manner for all reviews/feedback sessions during the project. Delays in providing timely feedback are likely to extend the project delivery timeframe.

3) Third Party: all third party hardware, software and other integration are outside the scope of this proposal.

4) WSI Digital Advisors standard payment terms will be in force for the duration of the assignment which for web development work or large pieces of consultancy are 50% upon commissioning and 50% of delivery.

5) Where the work relates to ongoing campaigns (e.g. Social Media, Search Engine Marketing or Consulting & Advisory Arrangements) set-up fees are payable upon commissioning and the monthly management fees and/or search engine budgets are payable monthly in advance by standing order and/or credit/debit card.

3. Standard Terms & Conditions

The proposal and pricing information is valid for 30 days from the date submitted.

The initial amount (down payment) is determined by the agreed upon payment terms, and is non-refundable. Project payments are due upon completion of their respective project milestone as per the contract. Delays in payment may impact project timeline. Standing orders are due on the due date and any delay in receipt of due funds will be chargeable at a rate of 10% per month based on the overdue amount.

Order Form: upon finalisation of the initial scope of the project and the fees, WSI Digital Advisors will submit this form and an invoice for the agreed upon project. The client’s signature on this agreement or deposit in absence of the signature on the Order Form constitutes acceptance of the project and its terms.

Fees are based on a variety of factors some of which are outside the control of WSI Digital Advisors and may change without notice. WSI Digital Advisors agrees to notify the client in advance where reasonable of any additional expenses that may be incurred. The client agrees to reimburse any additional charges.

The outcome of this project is dependent on a number of factors including timeliness of client participation, other client internal operations and third party dependencies. WSI Digital Advisors cannot therefore guarantee the outcome and no such guarantee is expressed or implied.

In no event shall WSI Digital Advisors or its agents, be liable to the client for lost profits, lost opportunity, or any damages, whether direct, indirect, consequential, exemplary, punitive or otherwise, arising out of any service provided or arranged by WSI Digital Advisors. WSI Digital Advisors shall not be liable for any error, omission, defect or deficiency in any service or solution, which may result from, but not exclusive to, the client’s failure to provide complete, accurate and current information to WSI Digital Advisors.

Project scope: any items not specifically scoped are not included in this proposal and will be billed, after notifying the client, at agreed upon fees.

Any changes to the requirements after work has started may cause development work to stop until a new specification has been agreed. It is the client’s responsibility to ensure that their wishes are made clear to WSI Digital Advisors.

Out of pocket expenses: Unless otherwise specified it is assumed that meetings will be conducted on WSI Digital Advisors premises (or virtually via tele or video conference). In the event that any employee is required to attend another location, mileage and travel time will be invoiced to the client at the standard hourly rate and @ 45p per mile.

Additional work and/or meetings commissioned at the request of the client (not specified in this agreement) will again be invoiced in accordance with condition (10) above.

WSI Digital Advisors does not warrant that the deliverables will operate in combinations other than as specified in the proposal or that the operation of the deliverables will be uninterrupted or error-free.

The client acknowledges and agrees that WSI Digital Advisors may provide services to other businesses including those in the same or similar line of business as the client, however, we will not operate with a direct market competitor.

The client warrants that the written copy and images provided for use on this project is not copyrighted by a third party. The client also recognises that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to use. The client further warrants that no copyright notice has been removed from any material used in preparing the written copy and images for the project. To support these warranties, the client agrees to indemnify and hold harmless WSI Digital Advisors for all liability, damages and legal fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided.

For Campaign Management, monthly retainers or otherwise periodic services: unless otherwise stated and agreed upon by both the client and WSI Digital Advisors, the client agrees to submit a three (3) month service cancellation notice unless stated otherwise in the contract document. Cancellation fee shall be equal to 3 monthly payments of the monthly maintenance/consulting fee or other service payments, and shall be due on cancellation. (In the case of a website being provided by WSI, the minimum service package MUST BE in place at all times.

The reason we use standing orders rather than direct debits is to provide our clients with the assurance that they are in control and can cancel or amend the regular payments at any time. However, it also ensures that management plan payments are made on time without the need to chase (receipted vat invoices are issued by our accounts team immediately payments are received).

If for any reason a client is not able to set up regular payments, then we reserve the right to charge our normal hourly admin rate (£75+vat) for any additional work required to chase overdue amounts together with interest accruing at 10% per annum on any outstanding amount (calculated on a daily basis).

Although WSI Digital Advisors shall have the right to approve the design, content and links to and from the client’s website, and internet marketing programs, WSI Digital Advisors assumes no responsibility to do so. The client agrees to be solely responsible for their content and the accuracy of all information provided.

In the event of default under this agreement, WSI Digital Advisors shall have the right to terminate this agreement and to terminate all services of the client’s marketing programs and any other services. The client shall have no right to a refund of any kind and will be responsible for all costs and legal attorney fees incurred by WSI Digital Advisors in connection with client’s breach of this agreement.

Our Hours of Work & Conduct

The staff at WSI Digital Advisors will always endeavour to make themselves available as much as possible to answer client emails and telephone calls. Our office hours are 9am – 5pm Monday to Friday.

Support and Ongoing Maintenance

Contractual Support will be provided by WSI Digital Advisors to the terms of any contract during our normal working hours and will be provided via email, videoconference or over the phone.

If a visit to the client’s premises is necessary, then additional fees may be charged to the client for mileage and time on site. If required, an out-of-hours support agreement and/or service level agreement (SLA) can be put in place by arrangement and may be separately chargeable.

All amendments to the client’s project will be quoted for by WSI Digital Advisors and agreed upon with the client before any work is carried out. The client is responsible for providing WSI Digital Advisors with a Purchase Order for any amendment if necessary. Additional web related third-party services are not included unless explicitly stated.

Browser Compatibility

WSI Digital Advisors projects are designed to be compliant with the current versions of Firefox, Safari, Chrome, Edge and Internet Explorer v11+.

The client is responsible for understanding the audience of their project and for informing WSI Digital Advisors before the project begins if any other browser version needs to be supported.

Additional costs may be incurred if any historic version of a browser needs to be supported.

WSI Digital Advisors is unable to warrant that we have tested all new browsers as they become available on all new platforms (e.g. mobile phones, tablets), and therefore changes to existing projects to suit new technologies may be subject to additional charges.

Accessibility

The client is responsible for informing WSI Digital Advisors if the project needs to pass any accessibility tests or standards prior to the start of the project.

Hosting Service

In the case where WSI Digital Advisors has arranged the hosting for the project, that constitutes a relationship between the hosting provider and the client, and we cannot be held responsible for any consequential damages.

Search Engine Marketing Campaigns

Where Pay Per Click (PPC) or Search Engine Optimisation (SEO) campaigns are commissioned; these are for a minimum period of 3 months, with one months’ notice thereafter unless otherwise specified. Such notice is required to increase or decrease campaign budgets or pause/cancel campaigns.

Where 3 rd Party services are provided to track call volumes / call recording or call conversions, then further charges may become payable to that 3 rd party, but only after separate agreement between the company and the client.

Legal Disputes

This Agreement shall be interpreted and construed under the laws of the UK. The parties agree that any action brought by either party against the other shall be brought in the UK, and the parties do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.

Changes to these Terms and Conditions

WSI Digital Advisors reserves the right to change or amend these Terms of Service at any time without prior notice. An up-to-date copy will always be available on our website.