These Terms and Conditions (“Terms”) govern your access to and use of our Web Design or our other auxiliary services, if specifically offered (“Services”). You may use the Services only if you agree to form a binding contract, these Terms in conjunction with your accepted offer, with SLICKSITE LTD of 3rd Floor, 86-90 Paul Street, London, England, EC2A 4NE(“Slick Site”, “we”, “us”, or “our”). If you are using the Services on behalf of a company, organisation, government, or other legal entity, you represent and warrant that you are authorised to do so and have the authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity.

1. PROVISION OF THE SERVICES

1.1. With effect from the Commencement Date, we shall, throughout the Term of this Agreement, provide the Services to you.

1.2. We shall provide the Services with reasonable skill and care, commensurate with prevailing standards.

1.3. We shall act in accordance with all reasonable instructions given to us by you provided such instructions are compatible with the specification of Services provided in the accepted quotation.

1.4. We shall use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by you, subject to your acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.

1.5. Nothing in this Agreement will be deemed to require us to undertake any act or perform any services which in our good faith judgment would be misleading, false, libellous, unlawful, in breach of a contract, or otherwise prejudicial to you or our interests.

2. YOUR OBLIGATIONS

2.1. You shall use all reasonable endeavours to provide all pertinent information to us that is necessary for our provision of the Services.

2.2. You may, from time to time, issue reasonable instructions to us in relation to our provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the accepted quotation.

2.3. In the event that we require the decision, approval, consent or any other communication from you in order to continue with the provision of the Services or any part thereof at any time, you shall provide the same in a reasonable and timely manner.
2.4. If any consents, licences or other permissions are needed from any third parties, it shall be your responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).

2.5. Any delay in the provision of the Services resulting from your failure or delay in complying with any of the provisions of this Clause 2 shall not be our responsibility or fault.

2.6. You shall be required to purchase any applicable third-party licences for any third-party products that are necessary for us to provide and develop the Services.

2.7. Other than as expressly and specifically set forth in the accepted quotation.

2.8. You expressly acknowledge and accept that we do not guarantee or warrant that the Services shall lead to any particular result, nor is the success of the Services guaranteed. We shall not be liable for any use that you may make of the Services nor for advice or information given in connection therewith.

3. FEES AND PAYMENT

3.1. The price of the Services shall be the price listed at the date of acceptance of your order, including any monthly retainers, or such other price as may be agreed in writing by you and us.

3.2. Where Slick Site has quoted a price for the Services other than in accordance with Slick Site`s published price list the price quoted shall be valid for 14 days only or such lesser time as Slick Site may specify.

3.3. Slick Site reserves the right, by giving notice to you at any time before delivery, to increase the price of the Services to reflect any increase in the cost to Slick Site which is due to any factor beyond the control of Slick Site, any change in performance dates, quantities or specifications for the Services which are requested by you, or any delay caused by you or your failure to give us adequate information or instructions.

3.4. The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services, which you shall be additionally liable to pay.

3.5. All payments required to be made pursuant to this Agreement shall be made in cleared funds to such bank as we may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as is required to deduct or withhold by law.

3.6. During the term of this agreement, you may wish to assign additional projects, products, or services to us beyond the Services outlined in your order (“Out-of-Scope Assignments”). We agree to accept such Out-of-Scope Assignments only upon a separate written agreement with you regarding additional compensation to be paid to us and other relevant terms and conditions.

4. LIABILITY AND INDEMNITY

4.1. In the event that we fail to perform the Services with reasonable care and skill we shall carry out any and all necessary remedial action at no additional cost to you.

4.2. Our total liability for any loss or damage caused as a result of its negligence or breach of this Agreement shall be limited to the fee charged for the relevant Service.

4.3. We shall not be liable for any loss or damage suffered by you that results from your failure to follow any instructions given by us.

4.4. Nothing in this Agreement shall limit or exclude our liability for death or personal injury resulting from our negligence.

4.5. You shall indemnify us against any costs, liability, damages, loss, claims or proceedings arising from loss or damage to any equipment (including that belonging to any third parties appointed by us) caused by you or your agents or employees.

4.6. Neither Party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

5. TERMINATION

5.1. Either party may terminate this Agreement at any time for material breach, provided, however, that the terminating party has given the other party at least fourteen (14) business days prior written notice, at the other party’s principal place of business, of the material breach, sufficiently detailed so that the nature of the alleged material breach is clear, and a reasonable opportunity to cure the breach. Termination for material breach will not alter or affect the terminating party's right to exercise any other remedies for breach.

6. EFFECTS OF TERMINATION

6.1. Upon the termination of this Agreement for any reason: (i) any sum owing under any of the provisions of this Agreement shall become immediately due and payable; (ii) all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect; (iii) termination shall not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination; (iv) subject as provided in this Clause and except in respect of any accrued rights neither Party shall be under any further obligation to the other; and (v) each Party shall immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

7. CONFIDENTIALITY

7.1. Each Party undertakes that, except as provided by a separate Confidentiality Agreement or as authorised in writing by the other Party, it shall, at all times during the continuance of this Agreement and for 5 years after its termination: (i) keep confidential all Confidential Information; (ii) not disclose any Confidential Information to any other party; (iii) not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement; (iv) not make any copies of, record in any way or part with possession of any Confidential Information; and (v) ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause.

7.2. Either Party may disclose any Confidential Information to: (i) any subcontractor or supplier of that Party; (ii)any governmental or other authority or regulatory body; or (iii) any employee or officer of that Party or of any of the aforementioned persons, parties or bodies; (iv) to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law; and (v) use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

7.3. The provisions of this Clause shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

8. DIGITAL MARKETING AND AD SERVICE DISCLAIMER

You agree to the following with respect to the Digital Marketing and Ad Service services provided by us:

8.1. We have no control over the policies and ranking algorithms of search engines or directories or social media platforms with respect to the type of sites and/or content that they accept now or in the future.

8.2. You acknowledge that your website may be excluded from any search engine or directory or social media platform at any time at the sole discretion of the search engine or directory or social media platform.

8.3. You acknowledge that due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, we do not guarantee a number one position or consistent top positions for any particular keyword, phrase, or search term.

8.4. You acknowledge that we assume no liability for ranking, traffic, indexing issues related to such penalties and you understand that ranking new websites is much more difficult than ranking old and established sites.

8.5. You acknowledge that search engines or directories or social media platforms will drop listings for no apparent reason and may require additional efforts.

8.6. You acknowledge that your website’s ranking can fluctuate any day, any time because of on-going changes in the ranking algorithm, efforts made by the competitors or both.

8.7. You acknowledge that we make no guarantee/warranty of project timelines or added expenses if content or work is destroyed either wholly or in part, either knowingly or unknowingly by any party other than us or without our prior consultation.

8.8. You acknowledge that we are not responsible for you or any of your affiliates overwriting content or work.

8.9. You acknowledge that we accept no responsibility for policies of PPC Advertising Networks, social media platforms, third-party search engines or directories or social media platforms, directories or other websites that we may submit to with respect to the classification or type of content it accepts, whether now or in the future.

8.10. You acknowledge that your website or content may be excluded, rejected or banned from any third-party resource at any time.

8.11. You agree not to hold us responsible for any liability or actions taken by third-party resources under this Agreement.

8.12. You acknowledge and agree that we make no specific guarantee or warranty regarding the search providers, social media platforms or publishers to which we submit advertising on your behalf, including placement of paid advertising or any specific results.

8.13. You acknowledge that we do not warrant the number of calls, clicks, impressions, event registrations, website visits, or that paid advertising will appear in response to any particular query.

8.14. You acknowledge that we do not guarantee position, consistent positioning, or specific placement for any particular ad, keyword, phrase or search term.

8.15. You acknowledge that past performance is not indicative of any future results you may experience.

8.16. You acknowledge that we do not warrant that the performance will be error-free but that we will act to correct errors once they have been identified.

8.17. You acknowledge that paid advertising may be subject to the individual advertising network’s policies and procedures.

8.18. You acknowledge that any of the online advertising networks, social media sites, search engines or directories or social media platforms, directories or other resources may reject, block, prevent or otherwise stop accepting submissions for an indefinite period of time.

8.19. You acknowledge that online advertising networks or search engines or directories or social media platforms may drop listings from its database for no apparent or predictable reason.

8.20. You acknowledge that we will endeavour to make every effort to keep you informed of any changes that we are made aware of that impact any of the online marketing, social media campaign and strategy and the execution thereof under this Agreement.

8.21. You acknowledge that we cannot guarantee the exact placement of your advertising, its availability or availability.

8.22. You acknowledge that the cost for digital media advertising is additional and paid directly to third-party providers. Payment for media that we are running on your behalf shall be paid for in advance of running. In the event that there is a lag in payment or lack of adequate funds in a third-party account (e.g., Google, Facebook, TikTok), We reserve the right to pause advertising until accounts are settled.

8.23. You acknowledge that development of text ads, image ads, video ads, and/or banner ads in support of online marketing or paid social media campaigns will be outlined specifically as a part of the deliverables in the strategy.

8.24. You acknowledge that we do not offer any refunds for SEO or digital marketing campaigns (SEO, PPC, Shopping Feeds, Email Marketing, Re-marketing, Content Marketing, Blogging, Social Media).

9. OWNERSHIP

9.1. All Services developed or prepared by us or our employees or Subcontractors for you hereunder that are subject to copyright, trademark, patent, or similar protection shall become the property of You and deemed “Work Product” provided that the Services are produced in final form (i.e., ready to be disseminated to the public) by us for you within six (6) months of being proposed by us and you have paid to us all fees and costs associated with creating and, where applicable, producing the Materials.

9.2. All title and interest to Work Product shall vest in you as “works made for hire”. To the extent that the title to any such Work Product may not, by operation of law or otherwise, vest in you as a work made for hire or any such Work Product may not be considered a work made for hire, all right, title and interest therein is hereby irrevocably assigned by us to you. In order to assure that its employees and Subcontractors do not possess proprietary rights in the Work Product that are inconsistent with your possession of such rights, we will, as necessary, obtain the assignment and conveyance to you, or to us for the benefit of you, of any proprietary rights that such persons or entities may then have or may have in the future to such Work Product.

9.3. Notwithstanding any other provision of this Agreement, we shall retain all right, title and interest in and to, including any intellectual property rights with respect to, any data, designs, processes, specifications, software, applications, source code, object code, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by us or our licensors, and regardless of whether incorporated in any Work Product,

9.3.1. prior to the Effective Date;

9.3.2. independently of, or not in connection with the performance of, the Services;

9.3.3. in the general conduct of its business or to serve general functions that are not specific to your unique requirements; or

9.3.4. if generally applicable, non-site specific and unrelated to the “look and feel” of the Materials or other deliverable, in connection with the Services (or partially in connection with the Services) (collectively, “our Materials”).

9.4. Subject to fulfilment of your payment obligations hereunder, we hereby grant you a worldwide, perpetual, irrevocable, royalty-free, nonexclusive licence, with right to sublicense (but only for the benefit of you or your permitted successors or assigns), to use our Materials actually incorporated into Work Product pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Work Product, provided that you shall not have the right to publish or distribute our Materials other than as part of such Work Product or to create derivative works of our Materials.

10. PERFORMANCE OF THE SERVICES

10.1. Slick Site are professionals who will use their own initiative as to the manner in which the Services are delivered provided that in doing so we shall cooperate with you and comply with all reasonable and lawful requests you give us.

10.2. Slick Site may provide the Services at such times and on such days as Slick Site shall decide but shall ensure that the Services are provided on such days and at such times as are necessary for the proper performance of the Services.

11. RELATIONSHIP

11.1. Slick Site will provide Slick Site`s services to you as an independent contractor and not as an employee.

11.2. Slick Site is free to provide services to other clients so long as there is no interference with Slick Site`s contractual obligations to you.

12. ASSIGNMENT

12.1. Slick Site may assign the Contract or any part of it to any person, firm or company.

12.2. You shall not be entitled to assign the Contract or any part of it without the prior written consent of Slick Site.

13. WARRANTIES

13.1. Slick Site warrants to you that:

13.1.1. Slick Site will comply with all applicable legal and regulatory requirements applying to the exercise of Slick Site`s rights and the fulfilment of Slick Site`s obligations under this Agreement;

13.1.2. Slick Site has or has access to all necessary know-how, expertise, and experience to perform its obligations under this Agreement.

13.1.3. the work product as provided will conform in all material respects with the accepted estimate.

13.1.4. None of the services contains any bug, defect, or error that adversely affects, in any material respect, the use, functionality, or performance of such Services or any product or system containing or used in conjunction with such Services.

14. FORCE MAJEURE

In no event shall Slick Site be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Slick Site shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.

15. ELECTRONIC SIGNATURES

Each party agrees that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a ‘click to accept’ button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.

16. OTHER IMPORTANT TERMS

16.1. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.

16.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

16.3. No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.

16.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.

16.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

16.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

16.7. These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the law of England and Wales. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.