Terms & Conditions

Website Usage

This website is owned & managed by Onit Web Solutions Ltd. Throughout the content of this website, the terms “we”, “us” and “our” refers to onitsolutions.co.uk. By using this website you are accepting and agreeing to all terms, conditions, policies and notices stated throughout the site.

Onitsolutions.co.uk. reserve the right to update, change or replace any part of these Terms & Conditions at any time. It is your responsibility to check our website regularly for terms and policy changes. By using or accessing our website following any changes, you are agreeing to and accepting those changes.

Website Disclaimer

Every effort is taken to ensure that the information displayed in this website is up to date and accurate. Onit Web Solutions Limited however will not accept any liability for outdated or incorrect information contained on these web pages.  The onitsolutions.co.uk website may link out to 3rd party sites and we can not accept any responsibility for any content found on these sites.

Copyright

Your use of this site and its contents does not grant you any rights in relation to any copyright, designs or trademarks.  Any textural content, images, logos and trademarks found on this website belong to their respective owners and the website pages are the property of Onit Web Solutions Limited.

All textural content, images, logos and third party trademarks and related intellectual property rights mentioned or displayed on this site are protected by intellectual property and other laws. Any reproduction, alteration or redistribution of the items is prohibited unless you have received prior authorisation from us.

Web Design & Development

Access, permissions and ownership of materials – This proposal will require the client to provide the access and permissions necessary to ONIT Solutions, to perform the work agreed on.  ONIT Solutions also require further agreement from the client to not change or alter the content or coding provided by the SEO during the contract period, without the prior knowledge and permission of ONIT Solutions.  All materials, such as logos and content, must be owned by the client to ensure that there are no copyright or legal issues that may affect the SEO during the course of its work.

General – All work carried out by ONIT Solutions for the client in relation to any part of the project described within this document and any additional work ONIT Solutions undertake on behalf of the client will be upon these terms and to the exclusion of any other terms supplied by the client. Instructing ONIT Solutions to commence any work set out within this document albeit verbal, written or by electronic format shall be acceptance of these terms.

Additional Work – Any additional work or variations to the proposal will only be undertaken upon acceptance of a separate agreement with all costs to be agreed by the client and ONIT Solutions in writing before work commences.

Timescales – ONIT Solutions will undertake all reasonable endeavours to meet the agreed delivery times that are good faith estimates based upon information available at the time of project commencement. Unless otherwise agreed in writing, time will not be the essence of our agreement.

Quotation – Prices quoted within this proposal are guaranteed for 28 days from the date issued.  ONIT Solutions reserve the right to change its pricing structure at any time without prior notice.

Client Requirements – ONIT Solutions expects the client to provide access to all personnel and material that is required to enable ONIT Solutions to deliver the project within the agreed parameters, and not hinder the ability of ONIT Solutions to carry out the project. This is inclusive of the prompt approval or otherwise of material submitted to the client for agreement.

Privacy – To protect the privacy of the client, ONIT Solutions never distributes the identity of the client or e-mail address to any third parties.

Content Responsibility – The client will be responsible for the content of the client pages, including obtaining the legal permission for any works they include and ensuring that the contents of these pages do not violate United Kingdom law. The client will be held responsible for and accept responsibility for any defamatory, confidential, secret or other proprietary material available via the client page(s). ONIT Solutions reserve the right to remove material deemed inappropriate from the client web pages, without prior notice.

Payment Terms – Unless otherwise agreed all invoices issued by ONIT Solutions are payable by return.

Deactivation – If payment is not made in full within the required time then the client account may be deactivated without prior notice.

Suspension of Work – ONIT Solutions reserves the right to suspend all work in the event that any invoice is not paid in accordance with the terms of ONIT Solutions, and to charge interest on a daily basis on the unpaid sum, at the rate of 5 per cent above the Bank of England base rate.

Completion – ONIT Solutions will reasonably determine completion in the absence of the agreement of the client that completion has occurred.

Material Rights & Licence – The client will retain all rights to any material provided for the project. Where the rights are not owned by the client, it is the responsibility of the client to obtain a licence for their use and indemnify ONIT Solutions for any damages, which occur as a result of failing to do so. Where ONIT Solutions provide third party materials, we will obtain a licence for the client that is sufficient for the purposes set out within this document.

Site Development Notice – The client will allow placement of the words ‘Site Development by ONIT Solutions’.

Liability – The liability of ONIT Solutions to the client for breach of contract, negligence or misrepresentation (unless fraudulent) other than any which results in death or personal injury (which is unlimited) shall be damages limited to the amount of the ONIT Solutions charges for the project excluding third party costs. ONIT Solutions will not be liable for loss of turnover, profit, sales, revenue, profits, goodwill, indirect loss, pure economic loss, consequential loss or special loss, or for any loss arising from any of the clients’ actions or direct instructions to ONIT Solutions. The client agrees to indemnify ONIT Solutions for any claims made against ONIT Solutions as a result of the content of the client Website.

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, the act or omission of any Internet Service Provider, 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.

Termination – ONIT Solutions shall have the right to terminate the agreement with immediate effect if the client fails to make any payment when it becomes due. Either party may terminate the agreement by notice in writing (30 days notice required / 1 full calendar month for SEO Contracts) to the other if:

  • The other party commits a material breach of the Commission Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
  • The other party commits a material breach of the Commission Agreement which cannot be remedied under any circumstances; or
  • The other party 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
  • The other party ceases to carry on its business or substantially the whole of its business; or
  • The other party 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.
  • The client shall have the right to terminate the Commission Agreement at any time by providing 30 days notice in writing (1 full calendar month required for SEO contracts) to ONIT Solutions and any payments made prior to the date of termination shall not be refundable.
  • Any rights to terminate the Commission Agreement shall be without prejudice to any other accrued rights and liabilities of the parties arising in any way out of the Commission Agreement as at the date of termination.

Governing Law and Jurisdiction – These Terms and Conditions shall be governed by and construed in accordance with the laws of England and shall be subject to the non-exclusive jurisdiction of the courts of England. ONIT Solutions reserves the right to amend and update these Terms and Conditions at any time without notice.

SEO

Search Engine Optimisation Agreement

ONIT Solutions (The SEO) and the CLIENT hereby agree to the following search engine optimisation contract.

  1. ONIT Solutions agrees to provide the Client with Search Engine Optimisation and Reporting Services (hereinafter referred to as “SEO”) as described in this agreement. ONIT Solutions is authorised to use the specific keywords and/or phases for development, improving the ranking of, and/or positioning the contents of the Client’s URL(s), com in the search engines and/or directories that are most frequently used by the general public.
  2. In exchange, the CLIENT will pay the SEO and provide related necessary assurances as agreed below.

Details

The Parties agree to the SEO services outlined in the SEO Proposal as discussed, incorporated here by reference, with the following repeated for clarity:

  • The CLIENT will pay for costs and disbursements such as submission fees. All such costs and disbursements must be approved in advance by both the CLIENT and the SEO. (Included in monthly fee)
  • Neither Party shall have the right to terminate this agreement without prior consent from all concerned.
  • Instalments not paid by monthly Standing Order will incur a £10 administration fee.
  • There shall be a £50 per month late penalty for fees owed.
  1. For the purposes of providing these services, the client agrees to:
    • Client authorised ONIT Solutions use of all client logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by ONIT Solutions for search engine positioning and optimisation.
    • If Client’s site is light in textual content, client will provide additional relevant text content in electronic format for the purpose of creating additional web pages. Client agrees to provide content, for example 200 to 500-word “articles” about each of their keyword phrases.
  • The CLIENT agrees to not change or alter the content or coding provided by the SEO during the contract period without the SEO’s prior knowledge and permission.
  • The CLIENT agrees that all content created and provided by the SEO are copyrighted by the SEO until the final payment for services has been made in accordance with the contract, at which time it reverts automatically and irrevocably to the ownership of the CLIENT.
  1. Client acknowledges the following with respect to services:
  • ONIT Solutions has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. Client site may be excluded from any directory at any time at the sole discretion of the search engine or directory. ONIT Solutions will resubmit those pages that have been dropped from the index.)
  • Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, ONIT Solutions does not guarantee #1 positions or consistent top 10 positions for any particular keyword, phrase or search term.
  • Some search engines and directories may take as long as 2 to 4 months, and in some cases longer, after submission to list your site.
  • Occasionally, search engines will stop accepting submissions for an indefinite period of time.
  • Occasionally, search engines will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear, ONIT Solutions will re-submit the site based on the current policies of the search engine in question, however can not guarantee re-listing.
  • Some search directories offer expedited listing services for a fee. ONIT Solutions encourages clients to take advantage of these expedited services. Client is responsible for expedited service fees, example Yahoo, unless otherwise noted in the package Client purchases.
  1. ONIT Solutions is not responsible for changes made to the Web site by other parties that adversely affect the search engine rankings of the Client’s Web site.
  2. Additional Services not listed herein or in Proposal will be provided for £50 per hour. For example, purchasing keywords beyond the scope provided in the SEO proposal, or creating more doorway pages than provided in original Proposal.
  3. Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to ONIT Solutions for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend ONIT Solutions and its subcontractors from any liability or suit arising from the use of such elements.
  4. ONIT Solutions is not responsible for Client’s overwriting SEO work to Client’s site. IE / Client webmaster making changes and uploading over work already provided.  Client will be charged an additional fee for re-constructing Metas, etc based on the hourly rate of £50 per hour.