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Terms of Services

Last updated: 30th October 2023

The following terms of service are related to the search engine optimisation service offered by Arriba Agency Ltd, trading as Arriba. By presenting your Engagement Letter, you accept the following terms between the Client named on the Engagement Letter (the “Client”) and Arriba Agency Ltd (“Arriba Agency Ltd”) and shall constitute the entire agreement between Client and Arriba Agency Ltd.

1. Service Agreement and Scope

1.1. Search Engine Optimisation Service

Arriba Agency Ltd agrees to provide the Client with Search Engine Optimisation (SEO) Services as outlined in this Terms of Service. Arriba Agency Ltd is authorised to use the specific keywords provided by the Client for the development and improvement of the ranking or positioning of the contents of the Client’s URL(s) in search engines and directories. Search Engine Optimisation (SEO) Services are meant to provide the Client with preferential positioning in selected search engines, increase inbound web inquiries, and report results on an ongoing and timely basis. Our Search Engine Optimisation (SEO) Services include:

1.2. Scope of Work

Arriba Agency Ltd will provide SEO Services as detailed in the 1.1 Search Engine Optimisation Service, focusing on enhancing the Client's online visibility and search engine rankings. These services will be tailored to the Client's specific needs and goals, as outlined in our initial discussions and assessments.

Any additional services or changes to the agreed scope of work will require a written amendment to the Terms of Service. This ensures that both parties clearly understand the services to be provided and the expectations for the results.

Arriba Agency Ltd is committed to using ethical SEO practices and adhering to current search engine guidelines, ensuring the long-term success and sustainability of the SEO strategies implemented.

1.3. Commencement Terms

The SEO services outlined in this Terms of Service shall commence upon the Client's acceptance of these Terms of Service through their Engagement Letter and the fulfilment of any initial requirements specified therein, such as providing necessary access to the Client's website and digital assets.

The duration of the engagement, including any specific milestones and timelines, will be as set out in the SEO proposal. This timeframe is subject to revision based on mutual agreement between Arriba Agency Ltd and the Client, should the need arise during the engagement.

Commencing services is contingent upon the timely payment of any agreed-upon fees or deposits. Payment delays may result in corresponding delays in the commencement or continuation of services.

Arriba Agency Ltd reserves the right to postpone or adjust the commencement of services in the event of unforeseen circumstances or force majeure, ensuring that the Client is promptly informed of such changes.

2. Client Commitments

2.1 Duties and Responsibilities of the Client

2.1.1. Content and Material Provision: If the Client is responsible for providing all necessary text content, images, and other materials, they should do so promptly.

2.1.2. Website Access and Authority: If we are working on an existing website, the Client shall provide Arriba Agency Ltd with the necessary access to their website (including FTP username and password) and authority to make submissions to search engines, directories, and other websites as part of the SEO strategy.

2.1.3. Notification of Changes: The Client must inform Arriba Agency Ltd within 24 hours of any changes made to their website or digital marketing strategy by themselves or any third party. This includes changes to the website’s structure, content, pay-per-click campaigns, or any other aspect of digital marketing.

2.1.4. Exclusivity and Non-interference: During the engagement, the Client agrees not to employ the services of any other SEO company for the same services provided by Arriba Agency Ltd. The Client should also refrain from engaging in practices that could harm their website’s search engine ranking, such as creating duplicate content or undertaking any spammy link-building activity.

2.2 Client Acknowledgements

2.2.1. Search Engine Policies: The Client acknowledges that Arriba Agency Ltd has no control over the policies of search engines regarding the type of sites and content they accept. The Client's website(s) may be excluded from a search engine at any time at the sole discretion of the search engine entity.

2.2.2. No Guarantee of Results: The Client understands that while Arriba Agency Ltd will endeavour to improve the Client’s search engine rankings and online visibility, there are no guarantees for specific results due to SEO's dynamic and competitive nature.

2.2.3. Limitation of Liability: In cases where Arriba Agency Ltd does not employ unethical SEO practices, the company will not be liable for any loss of business or rankings due to changes in search engine policies or algorithms.

2.2.4. Collaboration and Good Faith: The Client agrees to cooperate and act in good faith towards Arriba Agency Ltd throughout the engagement, providing necessary materials and undertaking required actions as requested for the effective execution of the SEO strategy.

3. Invoicing and Payment Terms

3.1 Fees and Invoices

3.1.1. Fees Structure: Fees for SEO services are as quoted in the SEO proposal and mutually agreed upon in the engagement letter.

3.1.2. Invoice Schedule: Invoices will be issued 15 days before the due date, with payments due either on the 1st or the 15th of each month. This schedule ensures timely payment and the smooth delivery of services.

3.1.3. Initial Payment Terms: An invoice may be issued with a shorter notice period for the first month to accommodate an earlier start date. Subsequent invoicing will revert to the standard 15-day notice period.

3.1.4. Advance Payment Requirement: All services are billed in advance. Work will commence only after the payment for the upcoming month is received in full.

3.2 Refund Policies

3.2.1. Refund Conditions: Arriba Agency Ltd is committed to providing high-quality services. In the rare event of a dispute or dissatisfaction, clients are encouraged to contact us directly to seek a resolution.

3.2.2. No Refund Policy: As a general policy, refunds are not offered. This is due to the nature of digital marketing services and the upfront resource allocation and planning required.

3.2.3. Exceptional Circumstances: In exceptional circumstances where a refund may be justified, such cases will be reviewed individually, ensuring fairness and client satisfaction.

3.3 Cancellation and Notice Period

3.3.1. Flexible Engagement: Arriba Agency Ltd values client flexibility. Therefore, we do not bind clients to fixed contract lengths.

3.3.2. Notice Requirement for Cancellation: Clients wishing to cancel their services must provide a written cancellation notice 30 days in advance. This notice period helps in orderly transition and service closure.

3.3.3. Cancellation Terms: In the event of cancellation, if the client provides a 30-day written notice and it aligns with the 15-day invoice terms, Arriba Agency Ltd will not issue any new invoices for services beyond the notice period. However, it is expected that all existing invoices issued before the receipt of the cancellation notice will be settled in full as per the agreed terms.

4. Third-Party Involvements and Liabilities

4.1 Liability for Third-Party Fees

4.1.1. Additional Assets for SEO: Occasionally, an SEO strategy may require additional assets such as videos, images, or other multimedia content, Arriba Agency Ltd will identify and communicate these needs to the Client.

4.1.2. Client's Engagement with Third-Parties: For such additional assets, Arriba Agency Ltd can provide recommendations for professional services (e.g., photographers, videographers, or stock image providers). However, any agreements and financial transactions for these services will be between the Client and the chosen third-party provider.

4.1.3. Client Responsibility for Asset Costs: The Client is responsible for all costs incurred from engaging with third-party service providers to create additional assets.

4.2 Third-Party Materials

4.2.1. Warranty and Representations: Arriba Agency Ltd does not provide warranties or representations regarding third-party materials used to provide services.

4.2.2. Rights and Permissions: Upon a reasonable request, Arriba Agency Ltd will endeavour to provide evidence of the necessary rights, clearances, permissions, and licenses for using third-party materials by the Client.

4.3 Web Site Changes

4.3.1. Changes by Third Parties: Arriba Agency Ltd is not responsible for changes made to the Client’s website by other parties that may negatively impact the site’s search engine rankings.

4.3.2. Additional Services Rate: Any services not outlined in this agreement will be available at a standard rate of £100.00 + VAT per hour. This ensures transparency and predictability in billing for additional services.

5. Confidentiality and Data Protection

5.1. Confidentiality Obligations

Both Arriba Agency Ltd and the Client agree to maintain the confidentiality of all proprietary or confidential information received from each other. This includes, but is not limited to, business methods, strategies, trade secrets, and financial information.

5.2. Exclusions

Confidential information does not include publicly known data (other than through a breach of this agreement), previously known to the receiving party, independently developed, or required to be disclosed by law.

5.3. Use of Information

All confidential information shall be used solely for the engagement and shall not be disclosed to any third party without prior written consent. This includes ensuring that subcontractors or external parties adhere to these confidentiality obligations.

5.4. Data Protection

Arriba Agency Ltd commits to using reasonable efforts to protect the Client's data in line with applicable data protection laws and best practices.

5.5. Indemnification for Breach

The Client agrees to indemnify Arriba Agency Ltd against any losses incurred due to the Client’s misuse of materials or breach of confidentiality.

5.6. Duration of Confidentiality Obligation

The obligation of confidentiality shall continue for three (3) years following the termination or expiration of this Agreement.

5.7. Non-Disclosure of Client Details:

Arriba Agency Ltd shall not divulge details of the Client to any third party, ensuring the privacy of the Client’s business dealings.

6. Liability and Indemnification

6.1 Limited Liability

6.1.1. Performance and Results: Arriba Agency Ltd does not guarantee specific results from SEO services due to the dynamic nature of search engines and their algorithms. The Client acknowledges that rankings and traffic levels can fluctuate and are influenced by various factors beyond Arriba Agency Ltd's control.

6.1.2. Inspection and Notification: The Client is expected to regularly review the work provided and notify Arriba Agency Ltd promptly of any concerns regarding compliance with the agreed terms or perceived defects in service.

6.1.3. Remedial Action: In cases where provided services are not in line with the engagement terms or are found to be defective, Arriba Agency Ltd’s liability is limited to taking reasonable steps to correct such issues within an agreed timeframe.

6.1.4. Exclusions of Liability: Arriba Agency Ltd shall not be liable for indirect, consequential, or special losses, loss of profits, data, or damage arising from the Client's misuse of provided services, third-party interventions, or external factors like internet outages, natural disasters, or changes in search engine policies.

6.1.5. Limitation of Damages: The total liability of Arriba Agency Ltd under this agreement shall be limited to the total fees paid by the Client for the month in which the liability arose.

6.2 Indemnification

6.2.1. Client’s Responsibility: The Client shall indemnify and hold harmless Arriba Agency Ltd against any claims, damages, liabilities, costs, and expenses arising from the Client’s provision of content or materials that infringe upon third-party intellectual property rights or any breach of this agreement.

6.2.2. Cooperation in Defense: Arriba Agency Ltd agrees to promptly notify the Client of any such claims and cooperate with the Client in defending against them, provided that the Client assumes full control of the defence and all related negotiations.

7. Legal Compliance and Jurisdiction

7.1 Legislation

7.1.1. Client's Legal Obligations: The Client agrees to comply with all applicable UK laws and regulations about using the SEO services provided by Arriba Agency Ltd. This includes, but is not limited to, adherence to the Data Protection Act 1998, Regulation of Investigatory Powers Act 2000, Competition Act 1998, and any relevant e-commerce regulations.

7.1.2. Content Compliance: The Client guarantees that the material on their website will not violate any intellectual property rights, obscenity laws (as per the Obscene Publications Act 1959), advertising standards, the Control of Misleading Advertisements (Amendment) Regulations 2000, the Defamation Act 1996, or any other relevant laws and regulations regarding online content and advertising.

7.2. Jurisdiction and Disputes

7.2.1. Governing Law: This agreement, including the terms and conditions and any engagement letters, is governed by and construed in accordance with the laws of England and Wales.

7.2.2. Jurisdiction for Disputes: In the event of any disputes arising from or related to this agreement, such disputes shall be exclusively subject to the jurisdiction of the courts of England and Wales. Both parties agree to accept service of process by mail and waive any jurisdictional or venue defences otherwise available.

7.3 Compliance with Laws

7.3.1. Adherence to Legal Standards: Arriba Agency Ltd is committed to conducting its business in compliance with all applicable laws, rules, and regulations of the United Kingdom.

7.3.2. Client Cooperation: The Client agrees to cooperate fully with Arriba Agency Ltd in any investigation or compliance check by a regulatory authority and to provide any necessary documentation or information required for such compliance.

8. Termination and Cancellation Policy

8.1 Termination

8.1.1. By Arriba Agency Ltd: Arriba Agency Ltd may restrict, suspend, or terminate the engagement immediately in case of the Client's material breach of any terms and conditions or the engagement letter. Additionally, if the Client's materials or website are deemed obscene, unfair, or untrue, Arriba Agency Ltd reserves the right to terminate the engagement immediately.

8.1.2. By Client: The Client may terminate the engagement in the case of a material breach by Arriba Agency Ltd. However, the Client remains liable for all fees incurred up to the time of such breach without deduction.

8.1.3. Mutual Termination: Either party may terminate the engagement by giving the other party a 30-day written notice. The Client is liable for all outstanding fees and any fees incurred during the notice period.

8.1.4. Insolvency or Inability to Perform: Termination is immediate if either party goes into liquidation, makes arrangements with creditors, cannot pay debts, or if either party’s ability to fulfil obligations is hindered for more than three months due to external factors.

8.2 Cancellation Policy

8.2.1. Cancellation by Client: In the event of cancellation by the Client, no refunds will be issued. The Client agrees to pay any outstanding fees or amounts due to Arriba Agency Ltd as per the agreement.

8.3 Severability

8.3.1. Validity of Remaining Terms: If any term, clause, or provision of this agreement is held invalid or unenforceable by a court of competent jurisdiction, the remainder of the agreement shall remain in effect. The invalid or unenforceable term, clause, or provision shall be deemed severed from the agreement.

9. Intellectual Property and Assignment

9.1 Intellectual Property

9.1.1. Work Product Ownership: All information, work product, and results developed by Arriba Agency Ltd, independently or in conjunction with the Client, during the provision of SEO services shall be considered a "work made for hire" and remain the sole and exclusive property of the Client, to the extent permitted by law.

9.1.2. Assignment of Interest: In cases where the Work Product is not deemed a "work made for hire," Arriba Agency Ltd hereby assigns to the Client all rights, titles, and interests in such Work Product, including copyrights and all other intellectual property rights.

9.1.3. Moral Rights and Assistance: Arriba Agency Ltd waives any moral rights related to the Work Product and agrees to provide reasonable assistance to the Client in establishing, preserving, and enforcing their rights in the Work Product.

9.2 Customer Representation

Upon termination of the agreement, Arriba Agency Ltd agrees to promptly deliver to the Client all tangible manifestations of the Work Product, including all originals and copies.

9.3 Risk and Title

9.3.1. Risk Transfer: The risk in any reports or information delivered to the Client passes to the Client upon dispatch.

9.3.2. Retention of Title: Title in any physical products delivered to the Client remains with Arriba Agency Ltd until full payment has been received in cleared funds.

9.3.3. Client’s Insurance Obligations: The Client is responsible for insuring the Work against usual risks in their possession or control.