Skip to content
These are the terms and conditions on which AO supplies products, services or digital content for the Business Client.
This is the entire agreement between the parties. As a Business Client, these terms, combined with the Paid Ads (if purchased) terms, the order form and correspondence received from AO constitute the entire agreement in relation to the order and services or products purchased. It is acknowledged that the Business Client has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of AO which is not set out in these terms and that the Business Client shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
1) Definitions:
“AO” Advance Online Digital Media Group Limited.
“Additional SEO Order” any additional SEO keyword or area packages, or any additional pages or services purchased by the Business Client, outside of the original SEO order.
“Algorithm” the formula used by search engines to rank the resulting web pages from a user’s query.
“Business Client” the person or company identified as such on the Order Form.
“Client Content” the Business Client’s content created or supplied by the Business Client for use in any product or service.
“Contract” the contract, of which the Order Form forms part, to which these Terms and Conditions apply.
“Content Brief” the paper or online document that accompanies the Order Form and details the information that is to be included on the products or services purchased by the Business Client.
“Deposit” the deposit paid for the products or services as set out in the Order Form.
“Directories” Third Party online Directories.
“Fees” Fees paid to AO for products or services rendered.
“Keywords” keywords or phrases and/or variations of those keywords or phrases developed as part of the Business Client’s SEO programme that describe the products or services and areas that they wish to be searched for via search engine users.
“Order Form” the paper or online order confirmation which forms part of the Contract or, where there is none, the sales receipt.
“Paid Ads” refers to any variation of Paid Search Ads, such as Google Ads and Paid Social Ads such as Facebook & Instagram (Meta).
“Product” or “Service” any product or service undertaken by AO in accordance with the completed Order Forms.
“Programme” the Client’s website(s) and/or SEO package(s) as per their signed order(s) with AO.
“SEO” Search Engine Optimisation i.e. methodology of strategies, techniques and tactics to obtain rankings in the search results page of a search engine.
“SEO Order” the SEO keyword package purchased by the Business Client, prior to any additional SEO orders.
“SEO Target” refers to the target whereby AO will aim to achieve the Business Clients SEO programme during the contract term.
“Social Media” social networking sites i.e. Facebook, Twitter.
“Terms” these terms and conditions.
“Third Party Provider” any third-party service provider (including but without limitation search engines or hosting and email provider) on whose search results the products or services will appear.
2) Information about AO and how to make contact:
2.1 AO is Advance Online Digital Media Group Limited, a company registered in England and Wales. Our company registration number is 11136112 and our registered office is at Unit 8 The Elms Church Road, Harold Wood, Romford, Essex. RM3 0JU. Our registered VAT number is 286 2824 72.
2.2 AO can be contacted by telephoning our Client Services Team at 0845 625 0225, emailing us at requests@advanceonline.co.uk or by writing to us at Unit 8 The Elms Church Road, Harold Wood, Romford, Essex. RM3 0JU.
2.3 If AO need to make contact, AO will do so by telephone, email, text message, social media messaging, WhatsApp or by writing to the email address or postal address provided to us on the Order or any other form of digital or written communication.
3) Our Contract with our Business Clients
3.1 The acceptance of the order will take place when AO emails an acceptance, at which point a contract will come into existence between the Parties.
3.2 If AO is unable to accept the order, AO will advise in writing and will not charge for the service or product. Non-acceptance may arise, for example, but not limited to:
(a) the service or product is no longer offered or available;
(b) because of unexpected limits on our resources which AO could not reasonably plan for;
(c) if a credit reference does not meet our minimum requirements;
(d) because AO have identified an error in the price or description of the product or service; or
(e) because AO is unable to meet a completion deadline that has been specified by the Business Client.
3.3 The order number. AO will assign an order number to the order and advise the Business Client accordingly. It will assist if the order number is quoted, whenever contact is made between the parties, concerning the order.
3.4 AO only sell within the UK. Our website is solely for the promotion of our products or services in the UK.
4) AO Services or Products
Website Development
At no stage during the contract with AO, will the login details be provided to the Client or any third parties. This is to protect the integrity of the site and to make sure that no changes are made that will affect either the website or SEO Rankings. The logins will only be provided if the package is not renewed and has been paid in full or for the e-commerce part of a package, if this option has been purchased. AO offer unlimited amends to the website.
AO will develop the Website in accordance with the Order Form, Client Success Email and Sitemap & Keyword Analysis Sign Off Email.
– The Business Client shall provide information on their business that the Digital Account Manager will complete on the Order Form & Content Brief;
– The Client Success Manager will confirm the information on the Content Brief; and
– The AO Digital Marketing Team will review the information supplied and make any suggestions on the structure of the website (sitemap) and most relevant keywords (keyword analysis).
By completing the Order Form or online order confirmation the Business Client agrees to be bound by the terms of the Contract. No terms or conditions other than those set out here and in the order form shall be binding on AO unless:
(a) specifically agreed to in writing by AO; and
(b) signed by or on behalf of the Business Client and a Director of AO. In the case of any inconsistency between the Order Form and these Terms, these Terms will prevail.
AO aims to complete the website within twelve weeks of receiving the Business Client content (where applicable, depending upon the services purchased). Once the Sitemap & Keyword Analysis document has been signed off by the Business Client the following process will take place:
(a) Our Team of SEO Specialist Copywriters will create the SEO content for the website using the information supplied in the Content Brief;
(b) A Home Page of the website design will be created on a development site and will aim to be sent to the Business Client within the six to eight weeks from the date of the order being accepted;
(c) The Home Page will be based on the instructions provided, confirmed and signed off by the Business Client;
(d) Business Client changes can be made to the Home Page within 5 working days of AO sending the Home Page to the Business Client;
(e) Once the Home Page has been signed off by the Business Client work will commence on the Full Site build;
(f) The Full Website will be created on a development site and will aim to be sent to the Business Client within ten to twelve weeks from the date the order was accepted;
(g) The Full Website will be based on the instructions provided and any amendments to the Home Page, confirmed and signed off by the Business Client;
(h) Business Client changes can be made to the Full Website within 5 working days of AO sending the Full Website to the Business Client; and
(i) Once the Full Website has been signed off by the Business Client the process of uploading the new site will commence – this can take up to two weeks (the domain transfer process may take longer depending on the existing third-party processes).
The performance timeframes stated will only be met upon the Business Client providing:
(a) the agreed content being supplied;
(b) signing off the completion of the website as per the timeframes stipulated;and
(c) any third-party transfer deadlines being met.
AO reserves the right at its sole discretion to submit the Website, or the relevant part thereof, to one or more Search Engine Providers, and if it does so, the Business Client agrees that AO has no control over these search engines and as such cannot guarantee that the submission will be accepted or at what position in the search results the products or services will appear.
The Business Client shall seek legal owner’s approval before requesting to add any trademarked logos to their website prior to, during or after the development period. The Business Client warrants that it has full authority to use any trademarked logos they request to be displayed on their website or paid ads.
The AO Digital Marketing Team may change specification whilst compiling the Business Client’s site map and may suggest a different strategy, this will be communicated in the Sitemap & Keyword Analysis email and will be signed off by the Business Client before AO will proceed with building the website.
Website Domain, Emails & Hosting
At no stage during the contract with AO, will the login details be provided to the Client or any third parties. This is to protect the integrity of the site and to make sure that no changes are made that will affect either the website or SEO Rankings. The logins will only be provided if the package is not renewed and has been paid in full or for the e-commerce part of a package, if this option has been purchased. AO offer unlimited amends to the website.
In the event that a Business Client signs a contract for Website & SEO, a Third-Party Provider nominated by Advance Online shall be responsible for the hosting, operation and maintenance of the Website, domain(s) and email(s), and although it shall use its reasonable endeavours to keep the Website, domain(s) and email(s) available, AO gives no guarantee as to continuing service availability.
The Business Client domain name is owned by the Business Client. AO will host the Business Client’s domain name during the contract. The domain name can be transferred at any time either during or after the contract, subject to all financial commitments being met by the Business Client. AO reserves the right to make an additional charge for the transfer of the domain.
In the event that AO is instructed to transfer an existing Business Client owned domain name, and the third-party transfer is not made within the 12 week website development period, AO may be unable to achieve committed website and SEO targets.
AO reserves the right to purchase a new domain name for the Business Client in the event of either a significant delay in the transfer of a Business Client owned domain name, or if AO deems a new domain is necessary. Any new domain costs are to be borne by the Business Client. In the event of a new domain name being required to be purchased, AO may be unable to achieve SEO targets.
AO cannot be held responsible for any legacy issues or historical penalties attributed to existing domains provided by the Business Client, and as such, committed development and/or SEO targets commitments may not be met.
AO cannot be held responsible for the rendering or performance of the Business Client’s website as a result of third-party software suppliers updating or amending their terms of service or software. Any additional work undertaken by AO and subsequent costs to rectify this may need to be covered by the Business Client.
Non-disclosure of any existing email addresses associated with any domains the Business Client shall transfer to AO, may result in the loss of email messages previously stored for which AO shall not be liable. If the Business Client opts to not back up any emails upon point of transfer, AO shall not be held liable for the loss of any email messages previously stored. In the event that email hosting is not transferred to AO any loss of email messages or technical issues are considered the Business Client’s responsibility and AO shall not be held liable.
Website Design & Content
Information concerning the Business Client contained on the Website will be compiled from information provided by the Business Client and it is therefore the Business Client’s responsibility to ensure that the information is accurate by checking the Website. The Business Client acknowledges and agrees that the information it has submitted to AO shall at all times be accurate, complete and up to date.
AO accepts content provided by the Business Client in good faith and that it is accurate, truthful, legal, decent and honest. It must not infringe Copyright or Trademarks. The Business Client must own images supplied or have the express permission to use images supplied to AO.
AO shall incur no liability for any errors in that information, except those which were introduced by AO and not signed off by the Business Client. AO reserves the right to edit the content provided by the Business Client in order to improve delivery. If AO finds any evidence indicating that the Business Client has provided false information in its website or paid ads, it reserves the right to cancel the contract without notice.
AO reserves the right at any time without notice to remove any Business Client content or Business Client links from any product or service if it reasonably believes the Business Client content or linked content would, or would be likely to, put the Business Client in breach of any other provision of the contract, that would be detrimental to the interests or goodwill of AO. Any such action shall be without prejudice to AO’s other rights and remedies.
The Business Client accepts that when specific content and/or design changes are requested outside of the on-site recommendations made by AO, both in the website development process and once the website is live, there could be a decline in the keyword rankings below the SEO target level, for which AO will not be held responsible.
Website General
The Business Client accepts that AO cannot ensure that the website is in all respects visible in all browsers and versions of these browsers.
AO shall use its reasonable endeavours to ensure that the website is visible in the most commonly used versions.
AO retains full rights to all SEO content composed in the design and creation of the Business Client’s website, any stock imagery, plug-ins, including any other products or services purchased by AO from third-party suppliers.
Search Engine Optimisation
AO cannot start work on the SEO until the Business Client’s website is officially signed off by the Business Client and completion email dispatched.
AO’s estimated SEO target of 26 weeks starts from the day the website goes live and is dependent on keyword difficulty and competitiveness. In the event that AO achieves the Business Client target ahead of the 26 week SEO target, the Business Client will not incur any additional cost.
At the Sitemap and Keyword Analysis sign off stage, if the specific target keywords and area combinations are deemed to take longer than 26 weeks due to keyword difficulty and competitiveness then this will be communicated at this stage and a new timeline advised.
Newly purchased domains will take longer than the 26 week estimated SEO target.
The SEO target is not relevant if a Starter Package has been purchased.
As part of the SEO development process AO specifically creates a programme of content to target the main keywords plus any variation of these keywords that are relevant to the Business Client’s type of service. Both the main and variation keywords are attributed towards the Business Client’s SEO target.
Keyword rankings will be subject to fluctuation. In the event that the Business Client’s keywords fail to meet or drop below the SEO target, then AO reserves the right to strategically review and adjust keywords if required. AO reserves the right to determine a keyword and/or phrase target as achieved in the event that satisfactory search engine traffic is demonstrated through Google Analytics and internal SEO reporting. Tracking is undertaken by AO through both analytics and multi-search engine rankings performance.
AO cannot be held responsible for any legacy issues, future penalisation, or incorrect business details due to online directory listings, duplicate content and/or live websites, historical penalties and/or existing domains. The Business Client’s failure to declare at point of sale any existing or historical domains may result in the SEO target becoming void. AO reserves the right to void associated targets in the event of any of the aforementioned.
AO cannot be held responsible when keyword rankings decline due to content, on-site structural and/or cosmetic amendments demanded by the Business Client, or third-party suppliers updating or amending their terms of service or software, that have a detrimental effect on SEO target. AO reserves the right to void associated targets in the event of any of the aforementioned.
AO cannot be held responsible for any significant algorithm updates made by a third-party search engine during the Business Client’s contract term, and as such the 12 month Business Client contract remains in place.
For renewal Business Clients, in the event that the main SEO order is not renewed then the SEO content, plug-ins, and any third-party products & services purchased will be removed from the website. Furthermore, the SEO target will become void on any additional SEO orders, both new and existing.
5) The right to make changes
5.1 If the Business Client wishes to make a change to the service or product, please contact AO, who will confirm if the change is possible. If it is possible, AO will confirm any changes to the price of the service or product, the timing of supply or anything else which would be necessary as a result of any such request and ask for confirmation for any changes to be made. For example, including but not limited to:
(a) Website during production/development;
(b) Website once live; and
(c) SEO Keywords & Areas cannot be changed during the term of a contract unless agreed by the parties.
5.2 If the Business Client wishes to make changes to the content of the service or products ordered, please contact the assigned Client Success Manager at AO.
5.3 The Business Client is able to make a reasonable number of changes throughout the contract period, such as changes to images, accreditations, reviews, changes to content, providing that does not affect SEO or changes in legislation. Starter Website & SEO only service packages may carry a restriction on the number of amendments that can be made during the contracted period.
5.4 Any changes may incur additional cost.
6) AO’s right to make changes
6.1 Minor changes to the products or services. AO may change the products or services for example, but not limited to:
(a) reflect changes in relevant laws and regulatory requirements such changes in search engine algorithms or online digital platform regulations; or
(b) implement minor technical adjustments and improvements, for example, to address a security threat, site and/or campaign performance and SEO search terms.
The AO Digital Marketing team will review the order and create a strategy with a website structure Sitemap and keyword analysis. Once this has been submitted and signed off by the Business Client, any changes will be undertaken.
Any subsequent changes received or requested to the website structure may be chargeable.
6.2 In the event of more significant changes to the products or services, AO will notify the Business Client in writing. For example, but not limited to:
(a) changes in search engine algorithms; and
(b) Strategy additions as recommended by our Digital Marketing team.
6.3 Updates to digital content. AO may update or require the Business Client to update digital content.
7) Suspending the Products or Services
7.1 AO is not responsible for delays outside our control. If our supply of the products or services is delayed by an event outside our control, AO will contact the Business Client as soon as possible to advise what steps will be taken to minimise the effect of the delay.
7.2 Reasons AO may suspend the supply of products or services to the Business Client. Examples as follows, but not limited to:
(a) deal with technical problems or make minor technical changes
(b) update the products or services to reflect changes in relevant laws and regulatory requirements
(c) make changes to the services or products as requested by or notified by the Business Client to AO
(d) Non-payment of products or services in the agreed timescales or methods or failure to pay AO as agreed
(e) Abusive or threatening behaviour towards any AO staff
7.3 The Business Client’s rights if AO stops or suspends the supply of products or services. AO will advise the Business Client in advance of any stopping or suspension of the product or service, unless the problem is urgent or an emergency.
8) Ownership of the Website
- Title of the website shall reside with the Business Client, subject to the following conditions:
(a) Completion of the contracted period as specified;
(b) Full payment has been received for all products and services provided;
(c) Title to the website will remain with AO if any of these provisions are not met;
(d) In any event the SEO content, images, plug-ins or third-party products or services provided or purchased by AO shall remain the title of AO.
(e) If the website hosting and management is being moved to another provider, AO will transfer the website files and database by file transfer. It will be the responsibility of the customer and/or new third party hosting / website management provider to set-up the website. For security reasons backend website logins will only be provided once the website has been transferred. The full website transfer process will be outlined via email.
(f) If AO manage emails. AO will provide the email account information so the new provider can take it over as well as the date of when the licenses will cease.
(g) If AO have provided a call tracking number, this number will be terminated when the website files are transferred.
(h) AO will also remove our access as managers to the Google Business Profile.
9) The Business Client’s rights to end the contract
9.1 The Business Client may end the contract with AO within 7 working days of each order being accepted by AO, unless AO has already started work on the project. After 7 working days, the Business Client is liable for payment of the contract in full.
9.2 Ending the contract where AO is not at fault and there is no right for the Business Client to change their mind. The Business Client can end the contract before it is completed, however, the Business Client must pay in full the total contract price and may be required to also pay compensation for any other additional commitments AO have entered into on the Business Client’s behalf.
Written notification to end the contract is required with a minimum of 30 days notice of the requested end date and pay the full contract price. The contract will not end until 1 calendar month after the day on which AO were contacted.
A contract for products or services is completed when AO has finished providing the products or services and the Business Client has paid for them. If the Business Client wants to end the products or services AO provides before the end of the contract, payment must be made in full.
10) Refunds
10.1 If the Business Client is entitled to a refund under these terms, AO will refund the price paid for the products or services by the method used for payment. However, AO may make deductions from the price, as described below.
10.2 AO may deduct from any refund an amount for the supply of the product or service for the period for which it was supplied, ending 30 days from the time when AO were told of a change of mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract. An hourly rate of £100 will be charged for any work undertaken.
10.3 Any refunds due will be made within 14 days.
11) Price and Payment
11.1 The price of the product or service (which includes VAT) will be the price indicated on the order form when the Business Client placed the order. AO takes all reasonable care to ensure that the price of the product or service advised is correct.
11.2 In the event of products or services being incorrectly priced, that is to say differently from that originally stated on the Order form, the following provisions shall be followed:
(a) Any price discrepancy will be resolved with agreement of both parties; and
(b) AO reserve the right to pass on any difference in pricing to the Business Client arising between signing of order and provision of product or service
11.3 If the rate of VAT changes between the order date and the date AO supplies the product or service, AO will adjust the rate of VAT to be paid, unless the Business Client has already paid for the product or service in full before the change in the rate of VAT had taken effect.
11.4 AO accept the following methods of payment:
(a) Approved credit or debit card through our online payment portal;
(b) Faster payments or BACS; or
(c) Direct Debit;
11.5 The Business Client must make a minimum deposit payment of 35% of the price of the products or services ordered. AO will subsequently invoice the Business Client for the balance of the price of the products or services to be paid, as follows:
(a) Ongoing monthly direct debit; or
(b) By recurring payments through our online payment portal
11.6 Set-off by a business Client. A business Client must pay all amounts due to AO under these terms in full without any set-off, counterclaim, deduction or withholding, other than any deduction or withholding of tax as required by law.
11.7 Late Payment. AO will continue to charge for the products or services during the period during which they are suspended. As well as suspending the products or services AO can also charge interest and/or late payment fee (£50 per payment missed) on any overdue payments. Furthermore, non-payment under the terms of this contract may result in formal proceedings to recover any monies owed.
If the Business Client does not make any payment to AO by the due date AO may charge interest on the overdue amount at the rate of 4% p.a above the base lending rate of NatWest Bank. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after any judgement. The Business Client must pay AO interest together with any overdue amount.
11.8 Incorrect invoicing. If the Business Client thinks an invoice is wrong, AO is to be promptly contacted. The Business Client will not have to pay any interest until the dispute is resolved. Once the dispute is resolved AO will charge interest on correctly invoiced sums from the original due date.
AO reserves the right to increase its service provision fees on certain market-controlled products or services only, at any time, subject to 30 days’ notice of such an increase sent electronically to any email address that AO has for the Business Client or by post to the Business Client’s registered postal address.
In the event that fees are not paid by the Business Client, AO reserves the right to suspend or delete all or part of the products or services supplied to the Business Client with immediate effect, and AO can without notice or demand declare the entire amount due under the terms of the contract as payable immediately.
12) Online Paid Ads & Social Media Marketing Campaign
The following clauses constitute the terms of any contract subject to which a Business Client enters into a contract with AO for the purpose of Paid Ads & Social Media Marketing Campaign set up, management, data collection and intellectual property ownership in relation to work carried out by AO.
All such products or services shall be subject to the Terms and Conditions available via the following links or direct from, but not limited to the following service provider websites:
Google
Bing
Meta
LinkedIn
Twitter
Online Paid Ads & Social Media Marketing Campaign payments
Payment for online monthly Paid Ad campaigns will be paid directly to the Provider (for example, but not limited to: Google, Bing). Set up and Monthly Management fees are payable in advance to AO as set out on the Paid Ads Order.
13) Online Paid Ads & Social Media Marketing
Description of Services
AO hereby engages in digital media marketing services and accepts to provide paid ads and social media marketing campaigns or services to the Business Client. The services include, but are not limited to: Google, Meta Ads, Twitter Ads and LinkedIn Ads. The Business Client agrees that AO has knowledge and experience in the digital media marketing industry and ensures to provide such services to the Business Client. All such services shall be subject to the relevant providers Terms and Conditions which can be accessed via the links provided above.
14) How AO may use Business Client Personal Information
AO will only use your personal information as set out in our Privacy Policy & Data Sharing Agreement
15) Google Business Profile
Google Business Profile Management
Where possible AO will be added as manager of the Google Business listing.
AO will work to optimise the Google Business Profile. Part of the process that AO go through to become a manager of the Google Business Profile is to make sure that the Business Client are the Primary Owner of the Google Business Profile.
The Google Business Profile is provided and managed under the Google Business Profile, Terms of Service – https://support.google.com/business/answer/7667250?hl=en-GB. As a result of this it is important to note that there are situations that are beyond of AO’s control that may affect the status of the Google Business Listing. In such circumstances it will be the responsibility of the Business Client to contact Google to resolve any issue that arises.
Google Business Profile Suspension
If the Google Business Profile is suspended for any reason (Google can do this for any number of reasons and without warning) AO cannot be held liable or responsible for the suspension. AO will work closely with the Business Client and Google to understand why Google Business Profile has been suspended and work required from the Business Client to help resolve the issue.
- Typical reasons that Google may suspend the Google Business Profile …
(a) If there is no specific business location, (i.e. a roofing business that operates from home and the home address is in the Google Business Profile) – this is a major reason why Google suspends listings, as the listing should now be set-up a ‘Service Area’ business and no address will be shown.
(b) Duplicate Listing, if there is more than one Google Business Profile for the same business – this can cause both Google Business Profiles to be suspended
(c) – If you have more than one business operating from the same address with the same phone number and address.
16) Term and Termination
The term of the Contract will be as set out in the Order Form.
In the event that the Business Client contract is cancelled by the Business Client mid-term, and the Business Client wishes to transfer the website files to another provider, then AO reserves the right to charge for this service. Requests of this nature must be put in writing to AO by the Business Client and will only be considered once all outstanding monies due up until the end of the contract have been paid in full.
AO’s products and services are, where appropriate, subject to a minimum contract period which is based on the specific product or service chosen and is for the length and from the date as stated on the Business Client order form.
Any AO product and service[s] agreement entered into shall automatically renew at the end of the specified period for a further 12 months, on an annual rolling basis. Should the Business Client not wish to auto renew, written notice is required from the Business Client, a minimum of 30 days prior to the end of the relevant period.
AO may terminate the contract with immediate effect by giving notice to the Business Client in the event that they are in breach of these terms. AO will give written notice to the Business Client specifying the breach, and the steps required to remedy it. In the event that the said breach has continued unremedied for a period of 5 working days, AO can without notice or demand, cancel the Business Client contract and declare the entire amount due under the terms as payable immediately. The Business Client hereby agrees and expressly authorises AO to charge the Business Client’s credit/debit card or set up a one-off direct debit payment for the full amount owed without further recourse to the Business Client. In the event that the aforementioned methods of payment are unavailable, AO will provide the Business Client with a link to a secure online payment portal.
The termination of the Contract (for any reason) shall;
(a) be without prejudice to any other rights or remedies which AO may be entitled to under the contract or at law;
(b) not affect any accrued rights or liabilities which AO may then have; and
(c) not affect the coming into or continuance in force of any provision of the contract which is expressly or by implication intended to come into or continue in force after such termination.
In the event that the contract is not renewed by the Business Client, AO reserves the right to suspend or delete all or part of the products or services as provided to the Business Client by AO. AO retains full rights to all SEO content, any stock imagery, plug-ins and any other products or services purchased from third-party suppliers.
In the event that the contract is not renewed by the Business Client, and the Business Client wishes to transfer the website files to another provider, then AO reserves the right to charge for this service. A request in writing must be sent to requests@advanceonline.co.uk who will confirm the cost of any such transfer, furthermore AO will aim to transfer the website files within 5 working days subject to the necessary transfer information being supplied to AO and upon receipt of full payment from the Business Client.
In the event that the Business Client or a Third-Party Provider of the Business Client owns the domain name and/or hosting, and they transfer (or amend the access details to) the domain name and associated website files during the contract without written authorisation from AO, then all outstanding monies due up until the end of the contract must be paid within 7 working days. Failure to pay will lead to further charges applying and an external Debt Collection Agency will be instructed. AO also reserves the right to charge for the transfer of the website files.
In the event that either party enters into liquidation or is officially dissolved, then the terms of the contract and associated products & services become null and void, subject to no monies being outstanding.
17) Limitation of Liability
No warranty is given by AO in relation to the provision of products or services under this contract and all warranties, express or implied, are excluded. AO does not limit or exclude liability for death or personal injury caused by negligence.
The entire liability by AO to the Business Client arising out of or in connection with the contract, including without limitation breach of contract, misrepresentation (except where fraudulently made) and tort (including negligence), is limited to the amount of the Fees paid by the Business Client under the contract in the preceding 12 months.
Liability is excluded by AO for any indirect, special, consequential or economic loss or damage which may arise out of or in relation to the contract between the Parties, whether arising from any failure to deliver the products or services in accordance with the order form in a timely manner or at all, or otherwise, and for any loss of profits, revenue, anticipated savings, business, contracts, production or goodwill even notwithstanding if AO has been advised as to the possibility of such damages.
AO shall be excluded from liability for any error in the delivery of, or failure to deliver, any products or services with any third-party provider. If AO fails to deliver any products or services, as specified on the order form or in the event of any other failure, technical or otherwise, of such products or services to appear as specified on the order form.
18) Force Majeure
AO shall not be liable for any loss, damage or delay howsoever arising caused by events which are not reasonably foreseeable or by circumstances outside its reasonable control, including without limitation governmental action, natural disaster, insurrection, riot, explosion, failure of infrastructure or power suppliers, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown, the failure of third parties to provide necessary or desirable services.
19) Licences, Business Client Representations and Indemnification
Business Client warrants and represents to AO that:
(a) AO has the right to deliver all of the Business Client’s content submitted pursuant to the order form, and that such content will not breach the confidence or rights of privacy of, or, without limitation, infringe the copyright, database rights, trademark rights, patent rights, moral rights or any other intellectual property rights of any third-party;
(b) The Business Client has complied with the codes of practice issued by the Committee of Advertising Practice in the UK, including, without limitation, the British Code of Advertising, Sales Promotion and Direct Marketing, and all other relevant codes under the general supervision of the Advertising Standards Authority or any other relevant authority;
(c) The Business Client does not collect or use personal information through its Products or Services without permission from the user and shall at all times comply with the Data Protection Act 2018 (the Business Client may not combine, compare or match any information that it legally collects via its products or services with any personal information, click-stream or cookie information that it may have); and
(d) Where it is required by law that a license or other express permission is required for it to operate its business and/or to advertise, the Business Client is so licensed or permitted and will be throughout the term.
(e) The Business Client warrants to AO that a current, suitable, sufficient and legally compliant privacy policy will be in place appended to the business client’s website by the Business Client, at their expense. Should the Business Client be unable to provide such a privacy policy, AO will provide a suitable alternative template to be further populated by the Business Client. Furthermore, it is the Business Client’s responsibility to maintain and update the policy content to be compliant on an on-going basis.
For more information or guidance on privacy policies, please visit: www.ico.org.uk
0303 123 1113
Information Commissioner’s Office, Wycliffe house, Water Lane, Wilmslow, Cheshire. SK9 5AF.
20) Confidentiality
The provisions of the order form and all communications passing between the Business Client or any of its agents and AO is confidential and must not be disclosed to any third-party except:
(a) by either party to its qualified accountants or legal advisers;
(b) as otherwise agreed by the parties in writing or as otherwise required by law, by any government authority, court order, or other regulatory body.
In addition, in connection with their discussions, the Business Client may have received and may in future receive from AO certain valuable technical and non-technical information and materials relating to AO and its business, which is confidential and proprietary to AO. The Business Client agrees to preserve the confidentiality of information belonging to AO.
21) Use of Data
The Business Client agrees and acknowledges that AO (or representatives or agents of AO) will collect personal data supplied by the Business Client, including contact details such as names, addresses, telephone numbers and e-mail addresses, and that AO may use and retain any personal data supplied by and relating to the Business Client for the purposes set out in the contract.
The Business Client agrees that AO may use any Business Client address or e-mail address for the purpose of contacting the Business Client about AO’s products and services. [Data Sharing Agreement]
22) Copyright and Intellectual Property
The entire copyright and any other intellectual property rights in the Business Client Content/Website (save those licensed to AO) shall remain the exclusive property of the Business Client, however AO retains full rights to all SEO content composed in the design and creation of the Business Client’s website, any stock imagery, plug-ins and any other products or services purchased from third-party suppliers by AO.
23) General
All notices to be given under the Contract shall be in writing either by email to requests@advanceonline.co.uk or by first class post to our registered office at Unit 8 The Elms Church Road, Harold Wood, Romford, Essex. RM3 0JU. Any notice given which is sent by post shall be deemed to have been received two days after posting.
Terms, and any other relevant AO terms, constitutes the entire agreement between the Business Client and AO in relation to the products or services. No addition to or modification of this contract shall be valid unless it is in writing and signed by a duly authorised representative of the Business Client and a Director of AO.
No person has any rights under this contract save as may be set out in it and the parties agree that the Contracts (Right of Third Parties) Act 1999 is excluded.
The Business Client may not assign the whole or any part of its rights or obligations under this contract without the prior written consent of AO. AO may assign or subcontract the whole or any part of its rights or obligations under this contract without restrictions.
Nothing in the contract shall create, or be deemed to create, a partnership or joint venture between the Business Client or AO or the relationship of principal and agent between the Business Client and AO.
No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, of dealing with, and no partial exercise of any right or remedy hereunder shall constitute a waiver of such or any other right or remedy, or the future exercise thereof.
This contract shall be governed by and construed in accordance with English law and the Business Client and AO submit to the non-exclusive jurisdiction of the English courts.
