Terms of Business

The following terms and conditions apply to all website development and digital marketing services provided by Clear Vertical Ltd. to the Client. Specific terms and contracts are sent in accordance with the purchased service.

1. Client Acceptance

It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full. Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

2. Charges

Charges for services to be provided by Clear Vertical Limited are defined in the project quotation that the Client receives via e-mail. Quotations are valid for a period of 30 days. Clear Vertical Limited reserves the right to alter or decline to provide a quotation after expiry of the 30 days.

3. Client Design Review (website phase)

Clear Vertical Limited will provide the Client with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Clear Vertical Limited otherwise within ten (10) days of the date the materials are made available to the Client. The number of design revisions allowed is recorded in the ‘Web Solution’ document. Extra revisions would then become chargeable.

4. Turnaround Time and Content Control (website phase)

Clear Vertical Limited will install and publicly post or supply the Client’s website by the date specified in the project proposal, or at date agreed with Client upon Clear Vertical Limited receiving initial payment. This is only an estimated completion date for the project as many factors can effect timelines.

The Client agrees to delegate a single individual as a primary contact to aid Clear Vertical Limited with progressing the commission in a satisfactory and expedient manner.

5. Failure to provide required website content (website phase)

Clear Vertical Limited is a small business, to remain efficient we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged. Clear Vertical Limited will ask that the Client provides all the required information in advance. The agreed time frame that we will have indicated in the proposal could be missed and the project delayed. Using our content management system provided, the Client is able to keep the content up-to-date. In the event of any unreasonable hold ups, population will be down to the Client.

6. Web Browsers / Mobile Viewing (website phase)

Clear Vertical Limited makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer, Google Chrome, etc.). Client agrees that Clear Vertical Limited cannot guarantee correct functionality with all browser software across different operating systems.

Clear Vertical Limited cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Clear Vertical Limited reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software. This type of update is included with our support packages.

7. Digital Marketing Services

The Client authorises Clear Vertical Limited use of all corporate logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by Clear Vertical Limited for search engine positioning purposes, social media content creation, blogging and any other digital strategy outlined in the proposal document.

At all times Clear Vertical need access to the main site for uploading new pages, and making changes for the purposed digital improvements. Clear Vertical will also need access to your Google accounts, website CMS and any other applicable software.
If the Clients website is light in textual content the Client will help provide additional relevant text content in electronic format for the purpose of creating additional pages or improving current pages.

Clear Vertical cannot be held responsible for the digital marketing campaigns effectiveness in generating leads as every industry performs differently based on competition levels.

8. Search Engine Marketing

Clear Vertical Limited has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Clients site may be excluded from any directory at any time at the sole discretion of the search engine or directory. The focus of Clear Vertical’s search engine marketing program is on Google.co.uk

Due to the competitiveness of some keywords/phrases, on-going changes in search engine ranking algorithms and other competitive factors, Clear Vertical Limited does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term. Clear Vertical Limited only undertake projects that are realist. Some search engines and directories may take as long as 2 to 4 months, and in some cases longer, after submission to list a website.

Clear Vertical Limited is not responsible for Clients overwriting any SEO work to the website when using the CMS. For example, the Clients webmaster making changes and uploading over work already provided. The Client will be charged an additional fee for re-constructing any digital marketing problems caused by the Clients administrative errors.

9. Content Creation

All material, both text and images, supplied by the Client and used in the construction of the clients website or digital marketing, will remain the Clients property. All such material will be assumed to be the property of the Client and free to use without fear of breach of copyright laws.

Content created by Clear Vertical Limited will be the copyright of the Client. Any content created and distributed by Clear Vertical Limited is the responsibility of the Client.

10. Social Media Marketing

The client is expected to check (and where necessary test) fully all materials relating to a project carried out by Clear Vertical Limited before said materials are made generally available for use. Where errors or other issues are found after delivery, Clear Vertical Limited will endeavour (but is not obliged to) to correct these issues to meet the standards of function outlined in the brief, such work may be chargeable. All social media channels are the responsibility of the Client.

11. Email Marketing

Email marketing is delivered by Clear Vertical Limited to our customers using MailChimp that is a registered trademark of The Rocket Science Group. The Client must agree to abide by MailChimp’s terms of business when using this digital service with Clear Vertical.

Some industries have higher-than-normal abuse complaints, which can in turn jeopardise the deliverability of our entire system. Nothing personal, but in order to maintain the highest delivery rates possible, all our Clients need regular database cleansing which may carry extra charges.

Data for the email campaign will need to be provided by the Client. Storage of Client data could increase the cost of the campaign over time due to the campaign running on a total number of subscriber basis. Send costs will rise as our Client database subscriber’s increases.
Clear Vertical are not responsible for the security of the database provided, or any loss or alterations to it.

12. Paid Advertising

Paid advertising known as “PPC” or “Paid Search” is delivered by Clear Vertical Limited to our customers using third party platforms like Google Adwords, Facebook Ads etc… The Client must agree to abide by these third party terms of business when using this digital service with Clear Vertical Limited.

The Client agrees to pay the third parities cost directly to the company offering the paid advertising service and agrees to deal with that provider directly. Clear Vertical Limited can help setup, manage and monitor the paid advertising campaign. The billing cost is the responsibility of the Client and therefore needs to be regularly monitored.

13. Payment

Invoices will be provided by Clear Vertical Limited and sent monthly in advance. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt or by the date specified on the invoice. Accounts that remain unpaid thirty (30) days after the date of the invoice may include extra late payment charges.

14. Additional Expenses

Client agrees to reimburse Clear Vertical Limited for any additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography, website modules etc. These will be agreed prior to being purchased.

15. Default Payments

Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Clear Vertical’s Web space, Clear Vertical Limited will, at its discretion, remove all such material from its web space. Clear Vertical Limited is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Clients with accounts in default agree to pay Clear Vertical Limited reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Clear Vertical Limited in enforcing these Terms and Conditions.

16. Termination / Indemnity

All accounts must be up-to-date before any website or content is given to the Client. The client agrees to pay the full 12 month fees associated with this digital campaign.

Contracts with Clear Vertical Limited run annually and need to be confirmed by the end of month 10 of each annual campaign. Clear Vertical Limited will invoice the full amount if the contract is not re-negotiated by the end of the contract period and will be subject to 30 days written cancellation notice.

Clear Vertical Limited reserve the right to terminate the contract at any time. All content and copyright will be passed over to the Client at this point for re-use.

All Clear Vertical Limited services may be used for lawful purposes only. You agree to indemnify and hold Clear Vertical Limited harmless from any claims resulting from your use of our service that damages you or any other party.

17. Website Support & Reasonable use

Clear Vertical Limited offer monthly website support included within the package. Each request is subject to a maximum of 30 minutes of development. The effort required for development is exclusively determined by Clear Vertical Limited’s management team. For work outside of the scope of the 30 minute development agreement, Clear Vertical may provide alternative solutions to the client or the work will be quoted for on a time and material basis.

Clear Vertical Limited provide working hour’s business support, but there is no guarantee either express or implied on the timeframe of when a support request can or will be resolved. A clients request is subject to approval by Clear Vertical Limited or by its assigned agent.

Support requests submitted by a client via email shall provide full details of the problem. Support runs between 9am-5pm weekdays, unless otherwise stated and is initiated once the new website project is launched. Support requests will usually be processed with 24 hours of submitting a support ticket to support@clearvertical.co.uk. Clear Vertical Limited have the authority to charge for additional work above the allocated support contract based on our hourly rate.

18. Copyright

The Client retains the copyright to data, files and graphic logos provided by the Client, and grants Clear Vertical Limited the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Clear Vertical Limited permission and rights for the use of content to be distributed and agrees to indemnify Clear Vertical Limited from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. A contract for digital services shall be regarded as a guarantee by the Client to Clear Vertical Limited that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

Clear Vertical Limited is not responsible for any of the materials, images or information contained within the Client’s website or when distributing content across digital channels such as social media websites. Clear Vertical Limited is not responsible for the content or performance of the websites or for the Client’s transactions with them.

19. Access Requirements and Post-Placement Alterations

If the Client’s website is to be installed on a third-party server, Clear Vertical Limited must be granted temporary read/write access to the Client’s storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

Clear Vertical Limited cannot accept responsibility for any alterations caused by a third party occurring to the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

20. Domain Names

Clear Vertical Limited may purchase domain names on behalf of the Client or transfer domains into our management account. Payment and renewal of those domain names is the responsibility of the Client. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Clear Vertical Limited. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

21. General / Governing Law

These Terms and Conditions supersede all previous representations, understandings or agreements. The Client’s signature or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment is an acceptance of our terms and conditions.
This Agreement shall be governed by English Law.

22. Liability

Clear Vertical Limited hereby excludes itself, its Employees and or Agents from all and any liability from:
Loss or damage caused by any inaccuracy;
Loss or damage caused by omission;
Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
Loss or damage to clients’ artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.

The entire liability of Clear Vertical Limited 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 charges paid for the Services under this Agreement in respect of which the breach has arisen.

23. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.

24. Business Insurances

Clear Vertical Limited have insurances for web marketing and website design services. These insurances are underwritten by iPrism. Clear Vertical Limited have public liability up to £1,000,000 and professional indemnity to £1,000,000 for any one claim.

25. Contacting Us

Please do not hesitate to contact us regarding any matter relating to these terms: info@clearvertical.co.uk.