Who we are
1. We are Blue Moxie Limited, of 8 Twisleton Court, Priory Hill, Dartford DA1 2EN
2. These terms and conditions set out how we work with our clients (Terms).

How we work
1. We will work with you to understand what you need from us and how we can help through an initial consultation which may be by telephone or face to face.
2. We will then give you a proposal document setting out what we will do for you, the fees and any other relevant details (Proposal).
3. When you request services from us you are making an offer to purchase services form us in accordance with the Proposal and these Terms (the agreement).
4. An agreement will be formed between us when we accept your request for services in writing (by email).
5. There are times that we may not be able to accept requests for services and we will of course let you know if this is the case.
6. Our marketing material doesn’t form part of the agreement but is intended to give you an indication of how we work.
7. These terms and the Proposal are the only terms that relate to the agreement between us so please read them carefully.
8. In the absence of signed Terms, if you instruct us to carry out services, including in accordance with clause 7 (‘Variations’), you will be deemed to have agreed and be bound by the agreement.

Commencement, Term and Services
1. This agreement is made and entered in accordance with 2.4 above.
2. We will commence the services on the start date set out in the Proposal (Start Date).
3. Subject to 3.4 and 3.5 below, this agreement shall run on a monthly rolling basis (except for website design and development which is on a project-by-project basis) and carry a one-month minimum term unless otherwise specified in the Proposal.
4. If you are a business (i.e. a legal entity, such as a limited company or sole proprietor) the agreement shall continue for the term as set out in the Proposal and shall automatically renew for a further term equal to the initial or preceding term unless terminated earlier in accordance with these Terms.
5. If you are a consumer (i.e. not a legal entity nor carrying out any business) the agreement shall terminate automatically at the end of the term unless terminated earlier in accordance with these Terms.
6. We may provide services to you including the following:
  1. Search engine optimisation;
  2. Social media management;
  3. Website design and build (Deliverables);
  4. WordPress website maintenance services;
  5. any other services you order from us which are to be agreed in writing in accordance with clause 7 (‘Variations’); and
  6. Consulting services (£75 per hour).
7. We may offer package services which can be found on our website here: https://bluemoxie.co.uk/.

What you can expect from us
1. We will work closely with you and try to ensure that we can provide our services within your preferred timescales but we do highlight that dates are estimates and may be liable to change, though we would always try our best to make sure things work for you.
2. Our standard office hours are Monday–Friday, 9am–6pm. Any responses to your requests or services we provide outside this time are discretionary and will only be provided if deemed urgent by us.
3. Our services may be provided by any of our carefully chosen third-party contractors.
4. If agreed by us in writing or included in the Proposal, we may provide the services at your or a third party’s address or addresses or a digital location such as a computer, network, server or digital platform, application, system or website or similar (Location).
5. We will usually provide our services to you remotely, however this can be changed if both you and we agree otherwise in writing, at which point additional fees may be charged.
6. We will carry out our services to the level that is required in the Proposal but will endeavour to alter this and provide additional requirements if you wish, subject to additional fees which must be agreed in writing before they commence in accordance with clause 7 below.
7. We take pride in offering our services with the skill and care that you are entitled to expect.

Payment
1. Before we start providing any services we may require you to enter your card details via a payment link from info@bluemoxie.co.uk for an initial and any subsequent payments to be taken for our services.
2. We will invoice you for the services, partially or in full, at any time following acceptance of the Proposal.
3. Before we can start or continue to provide services we need you pay all current/outstanding invoices:
  1. in full without deduction or set-off, in cleared funds within 7 days of the date of each invoice unless otherwise agreed in writing; and
  2. to the bank account nominated by us.
4. Time of payment is of the essence. Where sums due under this agreement are not paid in full by the due date we may without limiting our other rights, charge interest on such sums at 4% a year above the base rate of HSBC Bank Plc from time to time in force, and interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

What you bring to the party
1. We do ask that you work with us in the following ways:
  1. by ensuring that the information you give us to work with us accurate and up to date;
  2. that you cooperate with us during the implementation of our processes;
  3. ensure that the terms of the Proposal and any information provided to us are complete and accurate including any third-party or your own content supplied to us. Where we rely on any information given to us by you in preparing the Proposal and it is found such information is incorrect, we reserve the right to increase the price to make good any errors or additional work (work not previously contemplated or quoted for) required as a result;
  4. provide access to the Location including all login and access codes where relevant;
  5. unless you authorise us to sign off your content on your behalf, approve any content no less than 7 days before any deadline, unless otherwise agreed in writing;
  6. provide any information and content for us to use on the publishing date or by the deadline no less than 7 days beforehand, unless otherwise agreed in writing;
  7. warrant that all materials or content in any medium howsoever provided to us for use or incorporation in the services is free of third party Intellectual Property Rights;
  8. co-operate with us in all matters relating to the services;
  9. prepare any Location and provide us with full access required to perform the services during normal working hours (09.00 to 18:00 Monday to Friday), unless otherwise agreed in writing, and any other time or day agreed between us, including in the evenings, on Saturday, Sunday and public holidays;
  10. ensure we have permission to access the Location during the agreement as required at all times set out in the Proposal or agreed between the parties from time to time;
  11. ensure that the Location where the service is to be undertaken are reasonably safe;
  12. clearly identify any known risks to us before any services commence; and
  13. obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the services are to commence, including those relating to the us attending, accessing or using the Location.
2. Unfortunately, if you don’t work with us in the ways we describe above, we cannot be held liable for any problems or delays that arise during our time with you as a result.

Variations (Changes, Upgrades, Downgrades and Additional Works)
1. We work hard to ensure that we understand your needs before we start providing our services to you but there may be times when you want to change the scope of what we’re doing for you, you will need to let us know as soon as possible if you do need to make changes to what we’re doing together.
2. If you do require changes and have told us in writing, then we may need to alter timescales and/or provide our services in a different way which may mean we need to revisit fees and we will produce a revised Proposal. We will only make these changes with your written agreement to a revised Proposal.
3. Should you require works in addition to those initially agreed in a Proposal (Additional Works), we may provide an additional Proposal and the Additional Works shall not commence until you have accepted the additional Proposal in writing.
4. We reserve the right to reject any requests for Additional Works.
5. Should you require cancellation of any part of the Proposal, we will attempt to accommodate the variation but may charge for administrative expenses and a reduction in the services may not result in a reduction of the price of our services as set out in the Proposal.
6. For clarity, Additional Works, upgrades and downgrades shall be governed by these Terms, unless otherwise agreed in writing.
7. You may downgrade the monthly package services with 30 day’s notice in writing.
8. You may upgrade the monthly package services by giving us 30 day’s notice in writing.
9. We may allow you to upgrade or downgrade the services with less than 30 days’ notice entirely at our discretion and refund you any difference in the amount due for the billing period (e.g. a month).
10. Any notice or request to change the services under this clause 7 is valid only if sent to us by email to info@bluemoxie.co.uk.

Our fees
1. Our services will be provided and invoiced by Blue Moxie Limited.
2. As per clause 4.4, if services are to be provided on your site, additional fees will apply.
3. If, during the term of this agreement, additional requirements are requested following your initial proposal, additional fees will apply. However, we will notify you of the additional fees before providing the services to you.
4. We invoice monthly in advance, and your first invoice must be paid 7 days before commencement.
5. We take payment details before the services commence and by entering into this agreement with us you consent to us taking payments for our services automatically when they fall due under this agreement.
6. We may need to charge you for travel and other expenses accrued during providing our service to you. This will be in addition to the fees set out and will be at our discretion.
7. We reserve the right to increase your monthly fee on an annual basis by up to 8%.
8. As you would expect, we do expect our fees to be settled when they are due, and if you fail to pay us on time, we may suspend our work for the relevant month until any outstanding fees are paid, or even terminate the contract. Should this be relevant, no refund or discount for the non-serviced period will apply.
9. To enable us to manage late payments, we are entitled to charge an administration fee of up to £50, or any reasonable costs in excess of this amount, for any missed payment or payment made more than 7 days late.
10. Any invoice over 30 days old is deemed as accepted by the client and can not be disputed.

Website design and development services (‘website services’)
1. Where appropriate, we shall use the WordPress content management system but shall not be responsible for site outages or any costs, losses or damages, due to the WordPress platform or ‘plug-in applications’ used to create your website.
2. It is important to update WordPress and any used ‘plug-in applications’ when new updates are available, which shall remain your responsibility.
3. We do not include ongoing maintenance unless itemised as a separate item in our Proposal.
4. If you are on our care package we will be able to deal with any queries you have by phone or email without charge. Please note that a fair usage policy applies to our care package.
5. If you are not on our care package, we only accept queries by email and charge £75 per hour. Please email us with full details of your query or request to info@bluemoxie.co.uk.
6. For clarity, we do not allow cancellation of our website design services, unless agreed by us in writing. If you wish to cancel please wite to us will full details of your request and we will consider it.

SEO and Social Media Management
1. We provide search engine optimisation (SEO and social media marketing/management services in monthly package options which can be found on our website, and any other marketing services agreed between us to be provided from time to time.
2. We shall carry out tasks known to help business through your chosen online marketing tool for the period specified in the Proposal.
3. Whilst we have a track record of achieving great results, we cannot guarantee any improvements of any kind.
4. We will discuss social media one week before any content is published.
5. For smaller events, such as office parties, we may be able to publish content with one week’s notice.
6. For larger events, such as a campaign or new business or product/service launch, we require one month’s notice.
7. Notwithstanding clauses 10.5 and 10.6, any specific event dates or specific requests should be set out clearly by you and agreed by us in writing. We reserve the right to refuse to accept requests and do not accept any responsibility for late notice of events or deadlines that were not clearly detailed in the Proposal or in your request for variations in accordance with clause 7 (‘Variations’).
8. You may cancel the fixed contract at any point by giving 30 days’ written notice to us, however, no refund or discount for the non-serviced period will apply and you will remain responsible for our fees until the end of the fixed contract.

Completion and Acceptance
1. The services shall be deemed performed on completion of the performance of the services as specified in the Proposal.
2. Where there is a Completion Date specified in the Proposal, the services shall be deemed performed on or before that date.
3. Notwithstanding clauses 11.1 or 11.2, where there is no Completion Date, and the services do not automatically renew in accordance with clause 3 (‘Commencement, Term and Services’), when in our reasonable opinion we have completed the services, we shall notify you and may request any outstanding works to be identified to us within 14 days.
4. Pursuant to clause 11.3 the services will be deemed to have been completed in full and in accordance with this agreement:
  1. if you do not highlight any outstanding works to us in writing within 14 days of notice of the services being completed by us;
  2. upon delivery of the final invoice(s); and/or
  3. when we have rectified any outstanding works.
5. We shall run Acceptance Tests once we have completed the design and/or development of the Site in accordance with the phases detailed in the Proposal, or in the absence of any specific phases, after we notify you in writing that we have completed the Site. The procedure set out in clauses 11.5–11.9 (inclusive) shall be repeated in respect of each and any phase and any further development works agreed by the parties from time to time.
6. The Acceptance Tests shall test compliance of the Site with the site specification in the Proposal.
7. We shall notify you when the Acceptance Tests have been passed and provide the results of the Acceptance Tests to you in writing.
8. If any failure to pass the Acceptance Tests results from a defect which is caused by an act or omission of yours, or by one of the your sub-contractors or agents for whom we have no responsibility (Non-Supplier Defect), the Site shall be deemed to have passed the Acceptance Tests notwithstanding such Non-Supplier Defect. We shall provide assistance reasonably requested by you in remedying any Non-Supplier Defect by supplying additional services or products. You shall pay the Supplier in full for all such additional services and products at our then current fees and prices.
9. Acceptance of the Site shall be deemed to have taken place upon the occurrence of any of the following events:
  1. you use any part of the Site for any revenue-earning purposes or to provide any services to third parties other than for test purposes; or
  2. your unreasonably delays the start of the relevant Acceptance Tests or any retests for a period of seven working days from the date on which we are ready to commence running such Acceptance Tests or retests.

Intellectual Property Rights and Licence
1. We define Intellectual Property Rights (‘IPR’) as: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2. All IPR created or designed by us as part of the Deliverables will vest and remain with us until we receive full payment of fees due to us; upon receiving payment of the fees we shall assign the IPR in the Deliverables to you and notify you of this in writing. For the avoidance of doubt, until all fees are paid in accordance with the Proposal, we will do not allow any use of the Deliverables.
3. You shall not do anything that may infringe upon or in any way undermine our IPR.
4. You will not to anything that may infringe upon or in any way undermine the IPR in the Deliverables nor attempt to commercially exploit the Deliverables prior to payment of fees being received in full.
5. You indemnify us against any loss, claim, expense, costs, demands and liabilities, whether direct or indirect, arising out of a claim by a third party for alleged infringement of IPR if arisen from the use of our services.
6. We own and will continue to own all the IPR in the materials we use to offer our services to you (our Pre-Existing IPR) and you must not reproduce any of our material in any medium for anybody else. We allow you to use our Pre-Existing IPR internally by way of a revocable, non-exclusive licence so that you can take advantage of our services and for no other purpose.
7. You may continue to use our Pre-Existing IPR for as long as you need to as long as you are acting within the terms of our agreement but we may terminate the licence at any time if you breach these terms.

What we can’t promise
1. Although we will work very closely with you to achieve your aim of bringing in more business and increasing your turnover, we cannot promise that this will be the outcome of working together, this is because there are too many variables for us to be able to guarantee an outcome such as the economy and your market sector.

Confidentiality

9.1 We know that we will receive confidential information during our time with you and we want you to rest assured that we will not disclose any of this confidential information to third parties without your permission (for example, where we bring in a third party to help us offer you a particular service). The only exceptions to this are where the information is already in the public domain or we are required to to disclose it during court or other formal proceedings.

9.2 By the same token, you agree not to disclose our confidential information or working practices.

Limitation of liability
1. We do of course hope that you will never need to make a claim against us but, if you do, we limit our liability in any event to £2,000,000 per any year of the Term.
2. We shall not be liable to you for consequential, indirect or special losses.
3. The limitations of liability set out in clauses 16.1 to 16.2 shall not apply in respect of any indemnities given by either party under the agreement.
4. Notwithstanding any other provision of the agreement, the liability of the parties shall not be limited in any way in respect of the following:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation;
  3. any other losses which cannot be excluded or limited by law;
  4. any losses caused by wilful misconduct.

Termination
1. We may each terminate the agreement by giving the other 30 days’ notice. We may allow you to terminate the agreement with less than 30 days’ notice entirely at our discretion.
2. We may terminate the agreement or any other contract which it has with you at any time by giving notice in writing to you if:
  1. you commit a material breach of contract and such breach is not remediable;
  2. you commit a material breach of the agreement which is capable of being remedied and such breach is not remedied within 14 days of receiving written notice of such breach;
  3. you have failed to pay any amount due under the agreement on the due date and such amount remains unpaid within 14 days after we have given notification that the payment is overdue; or
  4. any consent, licence or authorisation held by you is revoked or modified such that you is no longer able to comply with its obligations under the agreement or receive any benefit to which it is entitled.
3. If you terminate the contract part of the way through the services, we will not refund the fees for services rendered or for services you have prepaid for the month in which the termination is made, unless otherwise agreed in writing.
4. We may terminate the agreement immediately if you become insolvent or bankrupt or take any action that could affect your ability to pay our fees. If we do so, any outstanding amounts due to us would be payable immediately.
5. We may terminate the agreement any time by giving you not less than 14 days’ notice in writing if you undergo a change of control (where control has the meaning given to it in section 1124 of the Corporation Tax Act 2010) or if it is realistically anticipated that it shall undergo a change of control within two months.
6. If you become aware that any event has occurred, or circumstances exist, which may entitle us to terminate the agreement under this clause 16, you must immediately notify us in writing.
7. Please note that termination or expiry of the agreement shall not affect any of our accrued rights and liabilities at any time up to the date of termination.

Events outside of our control
1. These sorts of events include but are not limited to government intervention, strikes, lock-outs or other industrial disputes (whether involving our workforce of that of or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Service Providers or subcontractors.
2. If we cannot perform our part of this agreement because of such an event, we will not be liable to you.
3. If we cannot provide our services to you for a period exceeding one month, you can let us know in writing if you wish to terminate the agreement between us. If these events continue for longer than one month either party may, whilst the event continues, immediately terminate this agreement by notice in writing to the other and all sums due from you to us shall be immediately payable.
4. If these events occur you may request to pause the services and at our discretion we may accept your request. For clarity, any agreement between us to pause the services would only be binding on us when we write to you by email confirming that we agree to pause the agreement.

Processing of personal data
1. You agree to comply with your obligations as a data controller under all statutes, laws, secondary legislation and regulations pertaining to data protection in force in the United Kingdom and as may be amended, updated, reinstated or replaced from time to time including The General Data Protection Regulation (Data Protection Laws) and acknowledge that we are Data Processor in respect of any Personal Data.
2. We shall process the Personal Data in accordance with your instructions from time to time and shall not process the Personal Data for any other purpose than that authorised by you.
3. Both parties warrant to comply with the Data Protection Laws.
4. You shall indemnity us against all costs and expenses, claims, liabilities, proceedings, fines, loss or damage incurred by us as a result of any failure by you to comply with any obligations set out in this clause 18.

Notices
1. Notices under this agreement shall be in writing and sent to a party’s email address set out below. Notices may be given, and shall be deemed received:
  1. by email to info@bluemoxie.co.uk in the case of Blue Moxie: on transmission.
  2. By email to the email address as notified you: on transmission.

Other important terms
1. We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
2. Subject to clause 18.1, this contract is between you and us. No other person shall have any rights to enforce any of its terms.
3. If we introduce you to our partner network for any additional services outside the scope of this agreement, we will not be liable for the agreement created between you should any issues arise.
4. You agree that these Terms constitute the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
5. If there is a conflict between the terms contained in these Terms and the terms of the Proposal, the terms of the Proposal shall prevail to the extent of the conflict.
6. We shall be entitled to set-off under the agreement any liability which it has or any sums which it owes to you under the agreement or under any other contract which we have with you.
7. You shall pay all sums that you owe to us under the agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
8. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
9. 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.
10. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.
11. We both irrevocably agree to submit to the exclusive jurisdiction of the courts of England over any claim or matter arising under or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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