1.1 In these Conditions, the following words and expressions
shall have the meaning set out below:
‘Agreement’ means these Conditions read in conjunction with the
Specification and phone/email confirmation.
‘Client’ means the individual or business requesting our services.
‘Service’ or ‘Order’ means any digital marketing work provided by Ocere
Ltd and governed by this Agreement.
‘Specification’ means the Project details as discussed and agreed
verbally, or by email between the Client and Ocere Ltd.
Ocere Ltd is based at Formal House, 60 St George’s Pl, Cheltenham, GL50
3PN and our Company Number is 6858052.
1.2 The construction, validity and performance of these
Conditions and this order shall be governed by the laws of England and
1.3 All services provided by Ocere Ltd to the Client shall be
subject to these Terms and Conditions alongside any other terms
stipulated at the point of order.
1.4 If there is any conflict between these Conditions and any
other agreement made between Ocere Ltd and the Client, these Conditions
2. Order Acceptance
2.1 Prices provided by Ocere Ltd to the Client are valid for 30
days from the date specified in the verbal or emailed order confirmation
acceptance from the Client to Ocere Ltd. Ocere Ltd reserve the right to
withdraw the terms prior to receiving acceptance from the Client.
2.3 Subject to payment of the Fees and the provision of client
content by the Client, Ocere Ltd agrees to implement the Project using
reasonable endeavours and in accordance with the order confirmation and
the other provisions of this Agreement.
2.4 Ocere Ltd shall notify the Client when the Project or any
agreed part is available for approval. The Client shall advise Ocere Ltd
of any errors in that version of the Project as soon as practicably
possible but within 7 working days of notification by e-mail. In
the event that the Company distributes content or articles or places
links and the Client is unhappy or dissatisfied with any aspect of such
distribution or placing, or with any other aspect of the Service, it
should likewise notify the Company as soon as possible. The Company will
work with the Client to resolve the problem to the Client’s satisfaction
where possible. Ocere Ltd will use due skill, care and diligence,
reasonably expected of a competent service provider and will make
reasonable endeavours to correct such errors.
2.5 If the Client notifies Ocere Ltd of any amendments to the
original order, the provisions of clause 3 shall apply.
2.6 If the Client fails to notify Ocere Ltd of any errors within
7 working days of the Project being finalised, the Project will be
deemed to have been completed to a satisfactory standard and payment
will be due in accordance with clause 5.
2.7 The Client shall allow Ocere Ltd, for the purposes of the
service to be provided,
2.7.1 Administrative and/or back office access to the Client’s
website, and permission to make changes to the website, or implement any
changes provided by the Company, as soon as practicably possible or
within 7 days.
2.7.2 Access to all statistics, including but not limited to
traffic data, which are relevant to the Service.
2.7.3 Use of the Client’s intellectual property where the Company
considers it necessary to deliver the service agreed.
3. Amendments to an Order
3.1 Any amendments to the order must be sent to Ocere Ltd by the
Client in writing by e-mail. Ocere Ltd will assess the amendments
required and discuss with the client any amendments.
3.2 Ocere Ltd reserves the right to charge for any additional
work and will provide the Client with an additional quotation for any
amendment agreed and confirmed. Ocere Ltd also reserve the right to
request payment for amendments to the original order before continuing
3.3 The Client will be required to agree the amended order in
writing by email before work on the amendments can commence.
3.4 If the Client does not confirm the amended order by phone or
email to Ocere Ltd within 7 working days, the Client shall be deemed not
to require such amendments and the Project shall be deemed complete with
payment due in accordance with clause 5.
4. Client Obligations
The Client agrees:
4.1 Ocere Ltd will not be liable for the Client’s failure to
comply with any laws or taxes affecting e-commerce.
4.2 to provide any information or content required by Ocere Ltd
promptly. Failure to provide required information or content within 20
working days of request of service will result in the order being
4.3 for the work done in accordance with clause 5 and Ocere Ltd
will not be liable for any failure to subsequently meet targeted dates
for completion of any related task.
4.4 to keep all passwords confidential at all times.
5.1 Accounts are set as Payment Upfront with payment due within 7
days, with the exception of Link Accounts, when the balance outstanding
becomes due on completion of the Project (or deemed completion in
accordance with clauses 2 or 3). Ocere Ltd reserves the right to refuse
to undertake any further work for the Client if an invoice remains
5.2 All invoices must be settled within 7 days of the invoice due
date unless specific payment terms have been discussed and agreed with
your Account Manager and our Credit Control Team.
5.4 All prices quoted for work are subject to VAT at the
5.5 Payment methods are detailed on the invoice and payment can
be made by bank transfer, credit or debit card, PayPal or bitcoin.
5.6 We do not accept cheques as a valid payment method.
6. Outstanding Payments
6.1 Ocere reserves the right to remove any work completed from
any computer systems and the internet if invoice payments are not
received within the agreed terms of the order or, at the latest, by 30
days of the invoice date.
6.3 If payment is not received within 7 days of the invoice due
date, a Late Payment Fee of £42 + Vat, or 8% of the total balance,
whichever is higher will be charged.
6.4 Ocere Ltd’s removal of Project material does not relieve the
Client of its obligation to pay the due amount. Clients whose accounts
are in default agree to pay Ocere Ltd’s reasonable legal expenses and
third-party collection agency fees in the enforcement of these
7. Warranties and Liabilities
7.1 The Client’s website and its search engine acceptance or
rankings may be affected by external factors including but not limited
to search engine policies and changes thereto. As such, the Client
acknowledges that the Company cannot guarantee that the Client’s web
pages will be accepted or indexed or not blacklisted or continue to be
accepted or indexed by any search engines or that they will appear or
continue to appear in any particular position in any search engine
7.2 The Service is provided “as is” and “as available” and the
Company makes no warranties or representations:
7.2.1 or guarantee of any particular result, outcome or
7.2.2 whether express, implied or statutory, with respect to the
Service, including, without limitation, any implied warranties of
merchantability, accuracy, fitness for a particular purpose, or
non-infringement. No oral or written information, results or advice
given via any means by the Company or its employees shall create a
7.2.3 that optimised content provided by it will be viewable by
or function correctly with all browser software;
7.2.4 that its provision of the Service will be uninterrupted or
error free or will not cause any damage or corruption to any hardware,
software, network, system, data or other property belonging to the
7.3 The Client warrants that it has obtained and will maintain
all necessary licences, authorisations and consents which are necessary
for the Project, content and domain name.
7.4 The Client warrants that any and all intellectual property
provided by it to the Company pursuant to this Contract is owned by the
Client or the Client has the owner’s written permission to use it, and
the Client will indemnify and keep indemnified the Company and its
subcontractors from any liability, claim, loss, damage or expense
arising out of the use of such intellectual property.
7.5 The Company accepts no liability whatsoever for any loss,
claim, damage, expense or injury arising from or in connection with the
provision of the Service, whether in tort, contract, strict liability or
otherwise. In particular:
7.5.1 the Company shall not be liable for any result, outcome or
consequence of any action taken, or failure to act, by the Client in
reliance on any information, results or advice given via any means by
the Company or its employees; and
7.5.2 the Client acknowledges and agrees that its sole and final
remedy for the distribution or placing of content, articles or links
with which it is unhappy or dissatisfied shall be the attempted removal
of such item(s) from its website, and furthermore that removal of such
items may be subject to the third-party website owner’s discretion and
outside of the Company’s control.
7.6 The Company shall not be liable for any lost profits, lost
opportunity, lost business or sales, indirect, special, exemplary,
consequential, incidental or punitive damages whatsoever and how so ever
arising out of or related to this Contract or the provision of the
Service, even if advised of the possibility of such damages.
7.8 The Client shall be responsible for keeping its data and data
files secure and for taking back-up copies of its data and data files
and verifying the functionality of such back-up copies. The Company
shall not be liable for the loss of, damage to, or alteration of data or
data files of the Client arising out of the provision of the Service.
7.9 The Company’s liability for matters in relation to which
liability by law cannot be excluded or limited shall not be excluded or
limited. Except as aforesaid, any other liability of the Company under
this Contract shall not in aggregate exceed the amount paid to the
Company under this Contract during the calendar month preceding the
first event giving rise to such liability.
7.10 The Client agrees to indemnify and hold harmless the
Company, its affiliates, officers, agents, co-branders and other
partners, and its and their respective employees, from and against any
and all damages, liabilities, actions, causes of action, suits, claims,
demands, losses, costs and expenses (including without limitation
reasonable legal fees and disbursements and court costs) arising from or
in connection with its use of the Service, its violation of this
contract or its violation of any rights of any third party.
8. Termination of Service
8.1 This Agreement shall commence upon the date of signature on
the Letter of Engagement and shall continue until receipt of invoice
payment, unless terminated in accordance with clause 14.
8.2 Termination shall be without prejudice to any rights acquired
by the parties during the term of the contract.
8.3 The Client may request in writing that Ocere Ltd cancel an
order, giving 30 days’ notice. Ocere Ltd will only accept this request
for termination if work on the order has not yet begun. If work has
already begun on the Project, Ocere Ltd will invoice the Client for the
work carried out.
8.4 Ocere Ltd reserves the right not to work with any Client who
has a site which it deems is unlawful or inappropriate, contains a virus
or hostile program, constitutes harassment, racism, violence, obscenity,
harmful intent, spamming, contains adult content, commits a criminal
offence, infringes privacy or copyright or any other questionable media
at its own discretion.
8.5 Ocere Ltd reserves the right without notice to cancel,
reject, refuse sale to or work with a Client without reason for such
rejection or refusal.
8.6 Ocere Ltd reserve the right to cancel the Client’s email
access: (a) if Ocere Ltd receive excessive spam complaints about the
Client (b) it is suspected the Client is using the email account to send
spam (c) Ocere Ltd suspect the Client is using the service to send
pornographic, offensive or inappropriate material (d) Invoice payment is
not made in accordance with these terms.
8.7 Should the Client go into compulsory or involuntary
liquidation or cannot pay its debts in the normal course of business,
Ocere Ltd reserves the right terminate the order.
8.8 Ocere ltd reserves the right to terminate an order with the
Client at any time without prior notification if it deems the Client to
be in breach of these Conditions. Ocere ltd shall be the sole arbiter in
deciding what constitutes a breach. The Client shall not be entitled to
refunds of any payments made to Ocere Ltd.
8.9 If the order is terminated by either party then Ocere Ltd
will be entitled to payment for work done to that date. The invoice for
such work must be paid by the Client within 30 days of receipt failing
which Ocere Ltd shall be entitled to payment of the full price of the
9.1 The Client agrees to keep Ocere Ltd fully indemnified on
demand against any liability, damage, expense, claim or cost (including
legal costs and expenses) suffered by Ocere Ltd as a result of the
Client’s breach of any clause of this Agreement
9.2 The Client agrees that Ocere Ltd is not liable for any
claims, losses, costs incurred or damages due to any failure to carry
out services within a given delivery timescale.
9.3 The Client agrees that Ocere Ltd is not liable for absence of
service as a result of illness or holiday.
9.4 The Client agrees that Ocere Ltd shall not be liable for the
9.5 The Client agrees that Ocere Ltd shall not be liable for any
infringement of copyright or proprietary rights, misinformation or
delivery of defective products or services
9.6 The Client will indemnify Ocere Ltd in relation to any
liability arising in respect of the matters at 9.2.
9.4 and 9.5.
10. Limitation of Liability
10.1 Notwithstanding anything contained in these Conditions or
the Specification, Ocere Ltd liability to the Client in respect of the
order, in contract, tort (including negligence or breach of statutory
duty) or howsoever otherwise arising, shall be limited to the price for
the Project specified in the Order.
10.2 Notwithstanding anything contained in these Conditions or
the Specification, in no circumstances shall Ocere Ltd be liable, in
contract, tort (including negligence or breach of statutory duty) or
otherwise howsoever, and whatever the cause thereof (i) for any loss of
profit, business, contracts, revenues or anticipated savings, or (ii)
for any special indirect or consequential damage of any nature
11. Force Majeure
11.1 Ocere Ltd shall not be under any liability for any failure
to perform any of its obligations under the order due to ‘Force
Majeure’. Following notification by Ocere Ltd to the Client of such
cause, Ocere Ltd shall be allowed a reasonable extension of time for the
performance of its obligations.
11.2 For the purposes of this condition, ‘Force Majeure’ means
fire, explosion, flood, lightening, Act of God, act of terrorism, war,
rebellion, riot, sabotage, telecommunication problems, software failure,
hardware failure, third party interference, official strike or similar
official labour dispute, or events or circumstances outside the
reasonable control of the party affected thereby.
12. Confidentiality and Data
12.1 The Client is responsible for keeping the password and
username that may be assigned on registration confidential. The Client
is fully responsible for all action and activities that take place under
the Client account.
12.2 If the Client believes there has been unauthorised use of
the account or suspects that confidentiality has been compromised, the
Client must contact Ocere Ltd immediately at
12.3 In the event of termination or expiration of this Agreement,
each party shall return or, if requested, destroy the confidential
information of that party.
12.4 Each party will comply with its obligations pursuant to the
Data Protection Act 1998.
12.5 Ocere Ltd and any third-party associates agree that it will
not disclose any confidential information relating to the Client without
the Client’s express permission.
12.6 The Client agrees that it will not disclose any confidential
information relating to Ocere Ltd.
12.7 Ocere Ltd shall use information provided by the Client: (a)
to identify the Client in communication by phone, email, postal mail or
Skype; and (b) to contact the Client from time to time to offer them
services or products which may be of interest to or benefit the Client.
13. Service Provision
13.1 Ocere Ltd cannot guarantee correct functionality with all
browser software across all different operating systems.
13.2 No warranty is provided by Ocere Ltd in relation to the
performance of third parties engaged to perform part of the order and
Ocere Ltd shall not be liable for any failure, action, omission or error
on the part of a third-party provider.
13.3 The Client agrees that Ocere Ltd is unable to guarantee that
the Client’s website will achieve a favourable position, or any
position, within a particular search engine and as such, shall not be
liable for failure to achieve a particular position.
13.4 The Client agrees that Ocere Ltd shall not be liable for any
website URLs dropped or excluded by a search engine for any reason.
13.5 The Client agrees that no liability will be attributable to
Ocere Ltd in the event of website downtime or the inability to operate
the web pages or website.
15. Entire Agreement
Each party agrees that this Agreement sets out the entire agreement
between the parties and supersedes all previous agreements.
The failure by Ocere Ltd to enforce any of these Conditions at any time
or for any period will not release or exonerate or in any way affect the
liability of the Client or be a waiver of:
16.1 these Conditions.
16.2 the right of Ocere Ltd at any time afterwards to enforce
each and every clause of these Conditions; or
16.3 any penalty attached to their performance.
If any provision of this agreement is prohibited by law or judged by a
court to be unlawful, void or unenforceable, the provision shall, to the
extent required, be severed from this agreement and rendered ineffective
as far as possible without modifying the remaining provisions of this
agreement and shall not in any way affect any other circumstances of or
the validity or enforcement of this agreement.
This Agreement shall be binding upon the parties and their respective
successors and permitted assignees, and references to a party in this
agreement shall include its successors and permitted assignees.
19. Governing Law
This Agreement shall be governed by and interpreted in accordance with
English law and the English courts shall have jurisdiction to resolve
any disputes between the parties.