Terms of Business.

Definitions

We want to make things as straightforward between us as possible, so throughout this agreement, to make it easier to read, we’ll use the following terms:

1. Our Terms of Business

   1. These are our general Terms of Business that apply to our relationships with all clients.
   2. Any updates or changes to these Terms of Business will be made in writing and will replace previous versions.

2. Services

   1. The scope and full details of the Services and associated fees that are specific to you will be found in the Agreement.
   2. The start date of our Services (which will be agreed by acceptance of the Agreement) can only change with mutual consent.
   3. Where our Services include optimisation of your website, we’ll need access to your platform(s) and permission to make changes.
   4. If you or a third party makes changes to your website, links, or anything else that has an impact on your search engine rankings, we can’t be held responsible.
   5. Search engine rankings can fluctuate due to factors beyond our control and, in line with Google’s webmaster guidelines, we’re unable to offer guarantees of these rankings.
   6. Where we maintain your website, we allocate a monthly allowance of time to the service. Please note that any unused allowance will not carry over to the next month.

3. Reporting, Meetings and Feedback

   3. We’ll ask you to appoint one main contact for your project. Your point of contact should communicate with us and attend meetings as needed, either in-person or online.

4. Fees

   4. Monthly Services are invoiced on the first day of each month by GoCardless direct debit, with payment collected after five working days.
   5. You’re protected by the Direct Debit guarantee, which means if a payment was taken in error you would be able to claim it back directly from your bank.
   6. Late or failed payments over thirty (30) days incur statutory interest based on the HMRC guidelines.
   7. Where there are no changes to the scope of services, all fees are fixed for the duration of the initial period (until the following April).
   8. Each April after your initial period, fees typically increase by the Consumer Price Index (CPI) plus two (2) percent. We’ll send an email reminder at least one month before any changes.

5. Access and Security

   5. To provide our Services, our staff needs access to your digital platforms, which you agree to by accepting our proposal and terms. We also require specific email details to ensure you receive email notifications and enquiries from your website.
   6. To secure your platforms, we’ll limit access to necessary staff and manage passwords securely. However, we can’t be held responsible for any loss or damage from unauthorised platform use, unless it’s due to our own negligence.

6. Confidentiality

   6. We promise to take measures to keep your confidential information private, using it solely to deliver the agreed-upon services, unless we are legally required to share it.
   7. You agree to keep our advice and information, including pricing, confidential, and use it only for this project.

7. Intellectual Property and Work Credits

   7. Once you’ve paid for our Services, you have our permission to use anything we create for you. This permission is permanent and non-transferable.
   8. You may also use any outside software we provide, but we don’t allow you to modify it without our permission. We ensure that using these won’t break any copyright rules.

8. Liability

   8. Except for its negligence or wilful misconduct or liability arising from this agreement, the Agency is not responsible for any conditions and warranties, to the extent permitted by law.
   9. We can’t be held responsible for any indirect, punitive, special, incidental, or consequential damages that may arise from this Agreement, even if we have been previously advised of the possibility of such damages.
   10. You agree to compensate us for any claims made by a third party in relation to these damages.
   11. The Agency’s aggregate liability shall not exceed the greater of: (i) fees paid or payable in the preceding 12 months from the date of the incident, or (ii) one hundred thousand Pounds Sterling (£100,000).
   12. Some UK laws might suggest warranties or conditions that can’t be excluded. If we breach these, our responsibility is limited to either re-providing the services, or paying the costs of having the services provided again.

9. Agreement Non-Exclusivity

   9. By engaging us, you acknowledge that we provide services on a non-exclusive basis and may serve other clients with similar services.

10. Contract Ending

    10. Unless otherwise agreed by both parties, the Agreement will remain in place for an initial 12 months.
    11. Unless otherwise agreed by both parties, after the initial period, the agreement will remain in place until either party confirms, in writing, the triggering of a notice period of three months.
    12. The Agreement for Services may end:
        • By either party giving written notice as per the Agreement Period.
        • Immediately by us with written notice if you fail to fix a breach (including payment) within 14 days of notice.
        • By either party with immediate written notice if the other party takes certain corporate actions or undergoes certain processes. This includes an insolvency event, or legal proceedings being started by the other party.
    13. Upon termination, all unpaid fees, including remaining Agreement Period Fees, are due unless agreed otherwise in writing.

11. Agreement Changes

    11. Our Services are scalable in both directions, and we’re open to discussing and accommodating changes that may better support your company goals.
    12. Should you wish to make changes, we’ll arrange a meeting to discuss your options. Following this, any agreed changes will be confirmed in writing.
    13. Once confirmed, please allow one (1) full calendar month for these changes to take effect.

12. Flexibility

    12. In order to keep up with current best practice, changes and trends that are typical in the online world, we may need to modify or exchange one or more of the Services detailed in our Agreement for alternatives of equivalent value.
    13. Any changes we make to your Services will always be confirmed to you in writing.

13. Feedback and Complaint Handling

    13. At Figment, your satisfaction is our number one priority. We therefore ask that if you have any concerns, you let us know immediately so that we can resolve them for you. Feedback of any nature is always welcome, as it helps us improve our service.
    14. In the unlikely event that we’re unable to resolve your concerns or satisfy your needs, please raise your concern in writing to Stephen Cross at [email protected]. We treat complaints very seriously, and will always endeavour to put right whatever we can as quickly as possible.

14. Force Majeure

    14. Neither party will be liable for failure to perform its obligations if such failure is caused by unavoidable circumstances beyond its control.
    15. Such circumstances may include, but are not limited to, natural disasters, war, government actions, or pandemics, which we refer to as a “force majeure” event.
    16. Should any such event arise, the affected party shall notify the other party.
    17. Obligations under this Agreement will be suspended for the duration of the force majeure event.
    18. If the event persists for more than 90 days, either party may terminate the Agreement with the standard three (3) month notice period.

15. Jurisdiction and Governing Law

    15. This Agreement follows the laws of England and Wales, United Kingdom. You submit to the non-exclusive jurisdiction of the courts of that country.

16. Non-Solicitation and Direct Engagement

    16. To protect the integrity of our working relationships, you agree not to directly approach, engage, employ, or contract with any of our subcontractors, freelancers, or employees who have been introduced to you in connection with our Services, unless you have our prior written consent.
    17. This restriction applies during the Agreement Period and for a period of twelve (12) months after the Agreement ends.
    18. If you breach this clause, you agree to pay us damages equal to the full value of the fees we would have charged for the same work if it had been delivered through us. We also reserve the right to recover any additional costs, expenses, or losses that arise as a result of the breach.