1.1. These conditions shall apply to orders and agreements with Clever Digital Inc. either for online advertising, Website Design, Search Engine Optimization or for any other service agreed. Any other proposed condition shall be void unless incorporated clearly in writing, on a Sales Order and specifically accepted by Clever Digital Inc. For your protection, calls to and from the Clever Digital Inc. may be recorded. The contract which incorporates these conditions shall be constructed under, and governed by, the law of The United Sates, and the parties hereby irrevocably agree that the courts of The United States shall have exclusive jurisdiction to resolve any controversy or claim of whatsoever nature arising out of, or in relation to, this contract or breach thereof. In the case of any dispute, clients are requested to follow the complaints procedure as detailed herein.
1.2. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Clever Digital Inc. for inclusion on their website or in advertising are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Clever Digital Inc., and its subcontractors, from any liability, or suit, arising from the use of such elements.
1.3. Advertisers’ property is held at Owner’s risk and should be insured by them against loss or damage from whatever cause. Clever Digital Inc. reserves the right to destroy all property which has been in his custody for over 12 months.
1.4. In the event the client continues to make further payments to Clever Digital Inc. post cancellation of any agreement, the client agrees that Clever Digital Inc. is not obliged to issue refunds. It is the Clients responsibility to stop further payments.
1.5. Clever Digital Inc. reserves the right to charge overdue accounts at the rate of 5% per month for each calendar month outstanding.
1.6. Refund Policy:
In exceptional circumstances a refund maybe granted at the discretion of Clever Digital Inc.’s management.
1.7. Continuation of Agreement:
Should Clever Digital Inc. be declared insolvent, or convenes a meeting of, or makes or proposes to make, any arrangement or composition with its creditors, or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets, then this Agreement shall remain in force.
1.8. Intellectual Property Right:
All Intellectual Property Rights produced from, or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of Clever Digital Inc., and the Client shall do all that is reasonably necessary to ensure that such rights vest in Clever Digital Inc. by the execution of appropriate instruments or the making of agreements with third parties.
1.9. Force Majeure:
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including, but not limited to, acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
1.10. Data Protection:
All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection US data protection laws. This includes codes of practice and the confidentiality of personal information.
1.11. Independent Contractors:
Clever Digital Inc. and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party, or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. Clever Digital Inc. may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve Clever Digital Inc. of its obligations under this Agreement.
1.12a. The Client shall not be entitled to assign its rights, or obligations, or delegate its duties under this Agreement without the prior written consent (which shall not be unreasonably withheld or delayed) of Clever Digital Inc.
1.12b. Clever Digital Inc. may at its discretion assign its rights in the Agreement to a willing third party (which shall include, but not be limited to a Group Company, Administrative Receiver or Liquidator) should it so desire. Notice of the Assignment will be provided to the Client.
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
The failure by either party to enforce at any time or for any period, any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved, be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.
1.16. Entire Agreement:
This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
1.17. No Third Parties:
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
1.18. Governing Law and Jurisdiction:
This Agreement shall be governed by and construed in accordance with the law of United States of America and the parties hereby submit to the exclusive jurisdiction of the courts of United States of America.
1.19. Suspension and Cancelation of Services:
1.19a. Clever Digital Inc. hold the rights to cancel and suspend any services/agreements if the client is not responding to any notices or providing the relevant information set out in the service specification and terms listed here. There has to be a level of commitment from the client’s behalf in order for Clever Digital Inc. to provide a full service. If the client fails to provide the relevant information for their package(s) after 3 months from the agreement date, Clever Digital Inc. hold the right to suspend or cancel any services the client has with Clever Digital Inc. If the client wishes to un-suspend their account they will be liable to pay additional fees
1.19b. Clever Digital Inc. may choose to cancel any service at the end of the subscription term of the relevant service. Clever Digital Inc. is not required to provide a reason for such an action.
1.19c. Clients understand and agree that all services are supplied on a subscription basis only. Cancellation of the subscription by either party will result in loss of all services including any data stored by Clever Digital Inc. Clients will not be able to retain any aspect of the service elements provided in part or in whole once cancelled by either party.
1.20a. The client shall indemnify Clever Digital Inc. against all claims, costs and expenses which Clever Digital Inc. may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against Clever Digital Inc. alleging that any services provided by Clever Digital Inc. in accordance with the Service Specification infringes a patent, copyright, or trade secret’ or other similar right of a third party.
1.21a. Clever Digital Inc. warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
1.22. Limitation of Liability:
1.22a. Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of Clever Digital Inc. 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 fees paid by the Client to which the claim relates.
1.22b. In no event shall Clever Digital Inc. be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Clever Digital Inc. had been made aware of the possibility of the Client incurring such a loss.
1.22c. Nothing in these Terms and Conditions shall exclude or limit Clever Digital Inc.’s liability for death or personal injury resulting from Clever Digital Inc.’s negligence or that of its employees, agents or sub-contractors.
1. These conditions shall apply to orders and agreements with Clever Digital Inc. for online advertising services. Any other proposed condition shall be void unless incorporated clearly in writing, on a Sales Order and specifically accepted by Clever Digital Inc.
2. In exceptional circumstances, a refund may be granted at the discretion of Clever Digital Inc.’s management.
3. In cases of Force Majeure, Clever Digital Inc. shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control and the Clever Digital Inc. shall be entitled to a reasonable extension of its obligations after notifying the Client of the nature and extent of such events.
4. Clever Digital Inc. shall be under no liability whatsoever because of error, including any translation error, for which it may be responsible in any advertisement beyond liability to give the advertiser or advertising agency credit for as much of the space occupied by the advertisement as is materially affected by the error.
5. All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection US data protection laws. This includes codes of practice and the confidentiality of personal information. Calls to and from the Clever Digital Inc. may be recorded.
6. Clever Digital Inc. holds the rights to edit, cancel or suspend any services/agreements.
7. All advertising is subject to availability.
8. Advertisement rates are subject to revision at any time. In the event of a rate increase, the Advertiser will have the option to cancel the order without surcharge or continue the order at the revised advertisement rates.
9. A penalty charge of 30% of the total order value will be levied on all canceled orders.
10. In the event of any disagreement regarding the number of impressions or visitors served, the Advertiser agrees that the figures provided by third party ad platforms are final and binding.
11. All online advertising is booked ‘run-of-site’ or “run-of-network” unless otherwise stated. This means advertising will appear anywhere on a particular website. When possible Clever Digital Inc. provides a screenshot of the booked advertisement but this is not a condition of payment.
12.Estimated advertising performance is based on historical data and is not intended as a guarantee for future advertising returns.
13. If a problem is identified with the campaign’s performance the client must make this known at the earliest possible opportunity. Claims for errors must be made within 30 days following order date.
14. Your agreement is with Clever Digital Inc., an independent business which does not act as an authorized reseller for any publisher.
15. The advertiser and advertising agency assume liability for all content (including text representation and illustrations) of advertisements published and also assume responsibility for any claims arising there from made against Clever Digital Inc., including costs associated with defending against such a claim.
16. Clever Digital Inc. shall be under no liability for its failure for any cause to insert an advertisement.
17. Cancellations, changes of insertion dates and corrections must conform to deadlines.
18. Insertion orders are accepted by Clever Digital Inc. subject to the preceding terms and conditions. Terms, conditions, rates or agreements not set forth herein or in then-current rate schedules are not binding on Clever Digital Inc.*These terms and conditions apply to Clever Digital Inc. advertising services and its related subsidiaries.
For more information, please consult your Account Manager.
Website Design, Search Engine Optimisation and Internet Marketing Services.
3.0. Fees and Payment:
3.0a. The fees for the performance of the services are as set out in the Service Specification or Application form. Clever Digital Inc. shall invoice the Client for the services or, in cases where payment is required on order, the Client will pay at the time of signing the relevant service application form.
3.0b. Invoiced amounts shall be due and payable within 14 days of receipt of invoice unless expressly agreed otherwise. Clever Digital Inc. shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of America from time to time. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.
3.0c. Any failure by the Client to pay any fees due under these Terms and Conditions on the date specified shall be deemed to be a “material breach” of these Terms and Conditions.
3.0d. Additional payments terms are only applicable to a point where the client is not in breach of any other terms specified here. In the event where clients are in breach of any terms stated here, all additional payment terms will be voided and all outstanding balances will be demanded in full.
3.0e Should the Client purchase services where subscription fees are payable by direct debit or standing order, the completed direct debit or standing order form must be returned to Clever Digital Inc. within 7 days. In the event of the Client failing to return a completed direct debit standing order mandate, Clever Digital Inc. reserves the right to withdraw offer of monthly payment and invoice for the terms of the agreement immediately. This invoice will be payable within 7 days.
3.0f. The Client acknowledges that any remittance sent will be allocated to all overdue invoices first. The Client may not purchase any additional services without first providing remittance for outstanding liabilities.
3.0h. Should the client wish to pay via Cheque they must provide valid credit / debit card details as security. Should a cheque not be received by the copy deadline of said adverts then Clever Digital retain the right to take full payment from the credit / debit card provided.
3.1 Client’s Obligation:
To enable Clever Digital Inc. to perform its obligations under this Agreement the Client shall:
3.1a. co-operate with Clever Digital Inc.;
3.1b. provide Clever Digital Inc. with any information required and requested by Web Clever Digital Inc.;
3.1c. adhere to all timeframes and procedures set by Clever Digital Inc. in these terms and conditions and in any correspondence from Clever Digital Inc.;
3.1d. obtain all necessary permissions and consents which may be required before the commencement of the services; and
3.1e. comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
3.2. The Client shall be liable to compensate Clever Digital Inc. for any expenses incurred by Clever Digital Inc. as a result of the Client’s failure to comply with Clause 3.1.
3.3. Without prejudice to any other rights to which Clever Digital Inc. may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Service Specification, the Client shall be required to pay to Clever Digital Inc. as agreed damages and not as a penalty the full amount of any third party costs to which Clever Digital Inc. has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the Clever Digital Inc.’s losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 3.1 shall be deemed to be a cancellation of the services and
subject to the payment of the damages set out in this Clause.
3.4. In the event that the Client or any third party, not being a sub-contractor of Clever Digital Inc. , shall omit, or commit, anything which prevents or delays Clever Digital Inc. from undertaking or complying with any of its obligations under this Agreement, then Clever Digital Inc. shall notify the Client as soon as possible and:
3.4a. Clever Digital Inc. shall have no liability in respect of any delay to the completion of any project;
3.4b. if applicable, the timetable for the project will be modified accordingly;
3.4c. Clever Digital Inc. shall notify the Client at the same time if it intends to make any claim for additional costs.
3.5. Alteration to the Service Specification:
3.5a. The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
3.5b. The Client may at any time request alterations to the Service Specification by notice in writing to Clever Digital Inc. On receipt of the request for alterations Clever Digital Inc. shall, within working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
3.5c. Where Clever Digital Inc. gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice, or such other period as may be agreed between the parties, advice Clever Digital Inc. by notice in writing whether or not it wishes the alterations to proceed.
3.5d. Where Clever Digital Inc. gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Application shall be amended to reflect such alterations and thereafter Clever Digital Inc. shall perform this Agreement upon the basis of such amended terms.
3.5e. Clever Digital Inc. may, at its sole discretion, employ a third party to perform the Service Specification as may be required for the benefit of the project or service and may or may not provide the Client with written notice of the same as required.
3.5f. The Client may object to assignment to the third party of the Service Specification by providing written notice to Clever Digital Inc. within  days of the notice from Clever Digital Inc.
3.6. Registration of Domain Name:
3.6a. These terms are not applicable to domain names registered as part of any other subscription based service where only use of the domain name is granted.
3.6b. The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties.
3.6c. The Client warrants that any, or all domain names, are NOT registered under the name of the client, which includes individuals, as well as organisation whomever may be deemed, as the client in the service contract, until all domain name related fees have been paid in full for the entire term of the domain name registration period.
3.2b. In the event where either party cancels services specified in Clause 9.1a, where use of domain names is granted, all intellectual property rights and ownership of domain names remain the property and accountability of the client only for a granted use of the domain name for the term of the agreement.
3.2c. The client agrees that Clever Digital Inc. is not held accountable for errors made on the part of the clients or the naming authorities/registration agents.
3.2d. The client acknowledges that s/he cannot cancel any domain names once registered at least for a minimum period of 1 year.
3.2e. Should the domain name become ineffective, the client agrees that Clever Digital Inc. shall not be held responsible for the registration. However, in the event of the domain name becoming unavailable during the registration and authorisation period, Clever Digital Inc. will propose a new domain name for registration. The new domain name will not affect the present contractual agreements
made and the client agrees that s/he is still subject to the same fees and charges.
3.2f. The client understands that Clever Digital Inc. has the right to cancel/suspend any domain names in the event of any legal issues or disputes.
3.2g. Clever Digital Inc. shall not be liable for any delay in activating the Domain Name on the Server nor for any cost incurred by the Client as a result of such delay, and the Client’s obligation to pay the fees set out in Clause 3.0 shall not be affected by any such delay.
3.2h. The Client warrants that the Domain Name does not infringe any intellectual property rights of any third party, including, but not limited to, trademarks registered or otherwise used by any third party and the Client shall indemnify and keep Clever Digital Inc. indemnified in respect of any loss, damages, costs or other expenses arising out of or in connection with any breach by the Client of this Clause.
3.2i. The Client agrees, as a condition of any Agreement, to be bound by the dispute policy used from time to time by the relevant naming authority or registration agent.
3.2j. The Client acknowledges that Clever Digital Inc. shall have the right to cancel, suspend or transfer the Domain Name at any time upon receipt of a court order or arbitration award requiring such cancellation, suspension or transfer.
3.2k. Country code domain names can only be registered in Restrictive countries if the relevant documentation is provided in order to perform the registration. Clever Digital Inc. does not hold liability for non-registration of CCTLD’s due to negligence by the Client. The Client also recognises that a refund of deposits cannot be issued if this is the case.
3.3. Renewal of Domain Registration:
3.3a. Clever Digital Inc. assures the Client that the best effort will be made to renew all domain names automatically after the twenty-four month registration period, however the Client acknowledges that Clever Digital Inc. will not be held accountable for the failure to do so.
3.3b. The Client agrees that prior to the renewal of any domain names, the renewal fee will be made payable to Clever Digital Inc.
3.3c. The Client understands that s/he will be informed about the renewal date.
3.3d. The Client agrees that neglect to pay any outstanding fees will defer the registration/renewal of any domain names. This action will not yield any refunds.
3.3e. The Client agrees that they are to provide 30 days’ notice before the cancellation of any domain names. Neglect to provide this will result in the continuous renewal process of the domain registration and consequent payment
3.3d. The Client understands that Clever Digital Inc. is not responsible for any materials lost due to clients neglect to pay renewal domain registration.
3.3e. Should the domain become ineffective, Clever Digital Inc. shall provide and register a new domain name, with no refunds given.
3.3f. Clients may transfer any domain names registered in the Clients name to a different ISP if they pay the domain name release fee, have provided at least a month’s notice before the next renewal payment and if their account has been settled. The Client agrees that neglect to provide this notice will result in the payment of the renewal fee, outstanding balance and release fee as specified by Clever Digital Inc.
3.4. Transfers In and Out of a Domain Name:
3.4a. The Client acknowledges that should they request Clever Digital Inc. to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third
3.4b. Once the agreement has been cancelled or terminated, the client has the right to transfer any domain names registered in their name to a third party server except where the domain name expires and is reregistered or renewed by Clever Digital Inc. The transfer is dependent on a transfer form being completed and all fees on the account being settled first in full in accordance to the price list. If as a result
of a Domain name transfer out other contracted services will become ineffective then all contracted fees relating to other services must be settled in full prior to a transfer out taking place. Domain names cannot be permitted transfer out if requested within 60 days of the expiration date being due. Renewal fees must be paid before a transfer can be initiated.
3.4c. The Client acknowledges that Clever Digital Inc. will not be held accountable for any obstructions in the transfer and that all fees should be paid according to the Application signed.
3.4d. The Client acknowledges that Clever Digital Inc. has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments, or if the initial period has not yet expired.
3.4e. The Client agrees that they are fully responsible for the transfer of the website. Clever Digital Inc. will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.
3.4f. The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of Clever Digital Inc.
3.4g. The client agrees that should an ISP deny the release of a domain name, Clever Digital Inc. is not held accountable and is not permitted to interfere with the ordeal. Should Clever Digital Inc. choose to intervene, the client understands that there will be a domain name-handling fee chargeable. This fee is not refundable should the transfer still be unsuccessful.
3.4h. The Client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, Clever Digital Inc. will offer an alternate domain name to replace the unsuccessful transfer of the previous domain name.
3.4i. Domain name transfers to Clever Digital Inc., occurring within 2 months of the renewal date, will take longer than initial transfer requests.
3.4. Website Design:
3.4a. The Client understands that the Website Design package is a service that will be started by the signing of the relevant contractual agreement.
3.4b. Clever Digital Inc. requires all information requested for the website design via email. This includes website layout choice, colour scheme, website settings and website content. Client should provide the information for the website design within 7 days of signing the contract.
3.4c. Clever Digital Inc. are aware of the difficulties that clients may have sending information via a web interface, so an optional service providing aid in this context can be availed. However, the Client must understand that a fee will be charged for the provision of this aid. Clever Digital Inc. will make these charges clear to the Client before aid is provided.
3.4d. The Client understands that once all information has been given, the design operation will begin.
3.4e. The Client understands that websites will be aimed to be set-up within a six working week period. Clever Digital Inc. accepts no liability for its failure to do so.
3.4f. The Client acknowledges that all template based websites are designed using existing templates available to the Client. These templates are fixed in layout and as part of the design service included within the package. The Client will have flexibility over the colour scheme, logo and images used on the website. The Client will not have the right to modify the layout and structure of the website without incurring additional fees.
3.4g. In the event where the Client does not wish to use any of the available templates, the Client can opt to have a new theme designed for an additional cost, which will be priced at the time of request. This service is regarded as a Custom Web development Service and will be provided subject to the details on the Application form.
3.4h. The Client acknowledges that s/he is notified about the location of their website and is informed about what information is required in order to make the website complete. The Client understands that any changes to the website, for example, color/images/etc., will not warrant any extra charges. However, any re-structuring or reprogramming of features will require extra work and extra charges.
3.4i. The Client is completely responsible for the design format of their website. The Client agrees that they are held accountable to any future changes to the website once it has been given a location or published.
3.4j. The Client understands that he/she are responsible for any modifications to the website information, using the management console, if the site is designed by using the content management system.
3.4k. There are monthly fees made payable to Clever Digital Inc. for such services as the maintaining of the website and renewing of the user licence if any purchased by the client. The Client understands that any extra work or upgrades will result in additional charges or annual or monthly renewal fees.
3.4l. The Client agrees to pay the Website Designing fee prior to the website going live on the Internet. In situations where Client is in breach of any of the terms listed, Clever Digital Inc. reserves the right suspend the work.
3.4m. Clever Digital Inc. will supply a Customer Service Team that is readily available to offer aid to the client with regards to website designing. The opening times are Monday to Friday, 9.00 – 17.30 excluding public holidays and a two week office shutdown during the Christmas period.
3.5 Search Engine Optimisation (Websense):
3.5a. The Client understands that Websense carries an initial contracted term of 6 months with a first month fee payable immediately and thereafter it switches to a rolling monthly contract. Service will begin as soon as the Client has signed the relevant contractual agreement unless an alternative arrangement has been specified on the contract.
3.5b. The client acknowledges that the Websense service is a Search Engine Optimisation and Search Engine Consultancy service designed to enhance the chances of achieving search engine placement on the major search engines using a fixed number of key phrases confirmed by the Client and agreed by Clever Digital Inc. The Client acknowledges and agrees that in order for the service to be successful,
the Client guarantees to cooperate with Clever Digital Inc. and act upon and implement all Clever Digital Inc.’s advice within 4 weeks of being notified in the diagnostic reports, and monthly work done reports, and provide all access necessary for Clever Digital Inc. to carry out its duties as it sees fit throughout the term of the agreement. Failure to do this is a breach of contract and may result in suspension or cancellation of the service, with an obligation to pay the full contractual value to Clever Digital Inc.
3.5c. Clever Digital Inc. will issue to the Client a list of key phrases that can be promoted as part of the Websense service. The Client will be required to choose from the list the maximum as stated on the contract. The Client will be given an opportunity to specify own key phrases to be used as part of the program. The Client acknowledges that competitive key phrases can be promoted, however these may take longer to achieve rankings on the search engines depending on the status of the website on the search engines. Key phrases requested that have no relevance to the website stated on the contract will not be promoted.
3.5d. Clever Digital Inc. will apply the initial optimisation process. Clever Digital Inc. will carry out this work assuming it has all relevant access to carry out its full work schedule. In the event where the Clients website is inaccessible or the required work cannot be completed due to complexities in the design of the website Clever Digital Inc. will provide a detailed list of work for the Client to provide his/her appointed website designers/programmers. Upon completion of the on page optimisation process, Clever Digital Inc. will either:
i. Gain authorisation from the Client to upload all work to the host address provided;
ii. Send all files via email to the Client for uploading
iii. Send all files to the Clients recommended web designers or programmers for uploading.
3.5e. Clever Digital Inc. will activate the Websense maintenance schedule immediately after completion of keyword analysis and site analysis under normal circumstances except where Clients are in breach of contract. In the event of a breach the Client will be required to pay the monthly subscription fee each month regardless of the status of the service schedule. In conjunction with this the Client will be required to pay the first month maintenance fee as specified on the contract. The Client will also be required to complete a direct debit mandate/standing order mandate for all future payments. This direct debit mandate and first payment will be due within 7 days of issue. Failure to return the required payment and document shall be deemed as breach of contract and all fees for the full term of the agreement will be demanded up front.
3.5f. The maintenance schedule will consist of various search engine optimisation methods including link popularity and reciprocal link building, continuous generation of optimised content pages, directory submissions and further website diagnostics. Some or all of these tasks will form part of the monthly maintenance work carried out by Clever Digital Inc. Each month the Client will be sent a report detailing the work carried out as well as detailing the work to be carried out the following month. Clever Digital Inc. will also notify the Client each month of the Clients duties whilst also making further recommendations for the Client to apply if required. A search engine status report detailing the current ranking status in the search engines will also be included in the monthly report.
3.5g. Clever Digital Inc. may from time to time advise the Client to purchase paid inbound links on high ranking websites and directories. The Client understands that the Websense fee paid to Clever Digital Inc. does not include the payment of these and if authorisation is provided to purchase links then the Client will be liable for all immediate and future charges.
3.5h. The Client agrees not to overwrite or remove any work applied by Clever Digital Inc. throughout the term of this service. In the event where the Client overwrites any work carried out and Clever Digital Inc. is required to upload the backup held, the Client will be liable for an administrative fee of $150.00. In the event where a backup is not kept by Clever Digital Inc. and all work has to be redone then the Client will be required to pay the full re-optimisation process at a rate of $190.00 per hour. Clever Digital Inc. will quote the exact time to be taken prior to starting any work.
3.5i. Clever Digital Inc. cannot offer the client any fixed number of traffic to the website. The traffic level is affected by the popularity of that particular industry.
3.5j. Clever Digital Inc. endeavour to make backup copies of the work completed by Clever Digital Inc. and all client data at regular intervals; however it is the responsibility of the client to make their own backup copies. Clever Digital Inc. will not be held accountable or liable for the damage or loss of any client data or information throughout the Websense program.
3.5k. The Client understands that a negligence on the part of the client; in following the instructions given by Clever Digital Inc. with regards to this service, will result in the cancellation/suspension of the service completely. Should the client breach the contract in any way, he/she is liable to pay all contractual fees up until the end of the service term.
3.5l. The Client agrees that Clever Digital Inc. cannot guarantee the number of listings that will be achieved on the Search Engines as this depends on the competitive nature of the industry and the regular changes in search engine algorithms.
3.5m. The Client agrees that in the event where the promoted website is blacklisted from the search engines due to any action carried out by the Client without prior approval form Clever Digital Inc. will result in additional charges for all work that may deemed necessary by Clever Digital Inc. to re-establish the website on the search engines. Clever Digital Inc. cannot provide any guarantee the website will be re-indexed by the search engines after the completion of work.
3.5n. In the event where the Client re-designs or decides to replace the website under the domain name promoted, the existing Websense program will cease and a new program will begin. At this stage the Client is required to pay the initial set up fee again followed by the 12 monthly payments for the term of the agreement. In the event where the Client refuses to do so s/he will be liable for all remaining contractual charges for the term of the agreement. Upon payment the service will be terminated with immediate effect.
3.5o. The Client may at time to time request to change the key phrases being promoted. Clever Digital Inc. will allow the client to change a maximum of 20% of the total key phrases to be promoted in any one term. In the event where the Client requires more key phrases to be changed s/he will be required to purchase a new Websense service program.
3.5p. Clever Digital Inc. may recommend and apply website changes which may affect the visual aspects of the website. These changes will only be made if prior approval is received from the Client.
3.5q. Clever Digital Inc. may at times add links to other partner sites that exchange links with the client’s website. Clever Digital Inc. will add these links without notice to the Client but will remove them if the Client raises an objection.
3.5r. The Client agrees not to employ the services of any other search engine optimisation company for the same website whilst on the Websense service is in effect.
3.5s. Clever Digital Inc. may request content to be written and provided by the Client for a particular key phrase if Clever Digital Inc. feels there is not adequate information on the website regarding a specific key phrase that requires promoting. The Client accepts that this is the Clients duty. Clever Digital Inc. will take the content and create the necessary optimised web page using this content. The pages will be uploaded by Clever Digital Inc. in normal circumstances. In circumstances where the website in question is dynamically created using a programming language or where access is not provided, Clever Digital Inc. will provide instructions to the Client to upload the pages using their own means.
3.6. Web Hosting:
3.6a. The Client understands that hosting package carries a contracted term of 12 months with an initial fee payable immediately and a 12 month contractual bond for which a fixed fee is payable each month. Service will begin as soon as the Client has signed the relevant contractual agreement unless an alternative arrangement has been specified on the contract.
3.6b. Client understands that client will be provided with the FTP details to access the hosting account.
3.6c. Clever Digital Inc. make no representations to maintain 100% availability of the hosting server on the Internet and the Client acknowledges that at certain times the service may be disrupted due to unforeseen circumstances. Clever Digital Inc. will aim to minimise downtime but cannot guarantee 100% uptime.
3.6d. All hosting package are provided a maximum usage limit of bandwidth usage every month as per the contractual agreement. In the event where any website is above this limit in a particular month, additional charges are payable for the excess bandwidth used. The client will be notified of the total bandwidth usage for a particular month and will be provided invoices with the relevant charges.
3.6e. Client will be provided with free email accounts with the hosting package depending on the size of the hosting client chooses.
3.7. Logo Design:
3.7a. Clever Digital Inc. requires information requested for the logo design via email. Client should provide the information for the logo design within 7 days of signing the contract.
3.7b. Client understands that Clever Digital Inc. will provide the logo design within a working week period. Clever Digital Inc. accepts no liability for its failure to do so.
3.7c. Three (3) iterations will be allowed by Clever Digital Inc. for the logo design. If client requests more number of iterations then client will be charged extra depending on the time required to meet client’s requirements.
3.7d. Logo will be provided to client by an email. Once provided Clever Digital Inc. is not liable to provide the logo to the client again if client misplaces the logo.
3.7e. Client understands that logo designing is the pre-paid service and Clever Digital Inc. requires full payment for logo design prior to the service provided to the client.
3.8. Flash /Static Banner:
3.8a. Clever Digital Inc. requires the information requested for the Flash Banner design via email. Client should provide the information for the Flash Banner design within 7 days of signing the contract.
3.8b. Client understands that Clever Digital Inc. will provide the Flash Banner design within a working week period. Clever Digital Inc. accepts no liability for its failure to do so.
3.8c. Three iterations will be allowed by Clever Digital Inc. for the Flash Banner design. If client requests more number of iterations then client will be charged extra depending on the time required to meet client’s requirements.
3.8d. Flash Banner design will be provided to client by an email. Once provided Clever Digital Inc. is not liable to provide the Flash Banner design to the client again if client misplaces the Flash Banner design.
3.8e. Client understands that Flash Banner design is the pre-paid service and Clever Digital Inc. requires full payment for logo design prior to the service provided to the client.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
3.9a. the other party commits a material breach of this agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
3.9b. the other party commits a material breach of this agreement which cannot be remedied under any circumstances;
3.9c. the other party ceases to carry on its business or substantially the whole of its business; or
3.9d. the other party chooses not to renew for a further term after the expiry date of the prevailing term. In this event a notice must be provided in writing on Company letterhead within the final 30 days prior to the annual renewal date of the contract. Failure to send the cancellation notice in the required period will result in automatic renewal of the contract term.
Clever Digital Inc. may terminate this Agreement by notice in writing to the Client if
3.9e. the Client passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
3.9f. the Client is declared insolvent, or convenes a meeting of, or makes, or proposes to make, any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.