Terms and conditions

1. Definitions

1. “You”, “Your” or “Yourself” - this is you, the Client.
2. “Us” - that is Bony Toad Online Marketing.
3. In this document ‘the Agreement’ shall mean the agreement made between Us and You which shall consist of: (a) the provisions of this document; and (b) any contract or agreement executed between Us and You from time to time and You confirms that it shall comply with all the terms and conditions.

2. Acceptance of conditions

1. This agreement applies to all goods and/or services ordered by You from Bony Toad Online Marketing.
2. Your approval for work to commence shall be deemed a contractual agreement between You and Bony Toad Online Marketing.
3. Your placing of an order confirms Your acceptance of these Terms and Conditions.

3. Applicable Law

1. When buying goods and services on the Internet You are entering a legally binding contract.
2. The Bony Toad Online Marketing Website, Terms and Conditions, Services and contracts are governed by UK Law.
3. Your statutory rights are not affected by agreeing to these Terms and Conditions.
4. Bony Toad Online Marketing reserves the right to change or modify any of the Terms or Conditions contained here at any time; reasonable notice of any changes will be given.

4. Your General Responsibilities

1. You confirm to Bony Toad Online Marketing that:-

1. You have and shall at all times provide Us with accurate, complete and non-misleading information regarding Your identity and any other matters relevant to the Agreement.
2. You shall not provide Us with any information or with any materials that infringe the rights of any other person (including any intellectual property rights); and
3. None of the information or materials supplied by You to Us shall be libellous, obscene, or abusive nor shall it breach any law or regulation or give rise to any legal claims of any sort and Your Website shall likewise not display or contain any information or materials of the kinds referred to in this clause.

2. You acknowledge that:-

1. In relation to the search engine service any code and information uploaded to Your website is removed immediately the agreement period has either lapsed or cancelled for whatever reason by either party.
2. Bony Toad Online Marketing require the ability to edit your website (generally through FTP), or a contact email address for someone who will upload changes as requested.
3. Your website should be hosted on a reliable server with constant availability. Should Bony Toad Online Marketing recommend changing your host or server, this is to protect the interests of your website’s ranking within the search engines.
4. There may be occasions when Your website or the websites of any third parties may be out of action for limited periods due to technical difficulties or routine maintenance and Bony Toad Online Marketing shall not be liable to You for any downtime of this sort.
5. Bony Toad Online Marketing is not in a position to continuously monitor Your Website and any links from it and that the scope of Bony Toad Online Marketing investigations regarding Your Website shall be limited to a brief assessment by Us of the contents primarily for the purpose of evaluating appropriate search terms to be coded into the site under the terms of the Agreement as part of the service followed by whatever further assessment is deemed necessary by Bony Toad Online Marketing for the provision of any services.
6. Bony Toad Online Marketing’s search engine optimisation (SEO) services are not guaranteed, but will be performed to the best of our knowledge and ability. Results are based on listings on www.google.co.uk.
7. Your website’s ranking with a particular search term will rely on both the relevancy of that term on your pages, and the popularity of that term on other websites.
8. Bony Toad Online Marketing cannot be held responsible for problems or additional costs arising due to any errors made by third parties or failure to maintain a current copy of your own website.
9. Technical recommendations by Bony Toad Online Marketing will need to be implemented by your web design company, at additional cost to you.

5. Our General Responsibilities

1. Bony Toad Online Marketing agree to optimise Your website by adding code, structure and information and to provide its other services and perform its obligations insofar as agreed under the Agreement but it is specifically agreed that optimisation of Your website in accordance with the terms of the Agreement does not guarantee any particular level of traffic to Your website throughout the term of the Agreement.
2. Bony Toad Online Marketing’s SEO service does not include paid links, including directory links, unless explicitly agreed by Bony Toad, and paid for by the client.
3. Bony Toad Online Marketing agree to notify You of:-

1. Future changes to Bony Toad Online Marketing’s charges or fees; and
2. Any additional terms and conditions or changes to the way in which the services shall be run and in any email of this sort referred to in (a) and (b) above Bony Toad Online Marketing shall give You not less than 30 days’ prior notification of those changes.

6. Copyright and Decency

1. All trademarks reproduced in this website which are not the property of, or licensed to, Us are acknowledged on the website.
2. You retain Your copyright on all graphics, content and other materials supplied by You to Bony Toad Online Marketing.
3. You must indemnify Bony Toad Online Marketing in respect of all actions, proceedings, cost demands and claims arising from any breach of copyright resulting from You not obtaining the necessary authority and/or permissions for use of graphics, content or other materials.
4. Bony Toad Online Marketing retain the copyright on layout and code of their webpages. Furthermore:

1. For website design services: You must agree to a hyperlinked copyright notice on every page for the site design linked to the website of the Website designers Bony Toad select to carry out the design services. Such notice will be at the bottom of the page, in a smaller font size than the main text, and in the colour scheme of the website.
2. For advisory services: You must agree to a hyperlinked notice on the links page (or other page as appropriate) of Bony Toad Online Marketing services.
3. Your website will be added to the Bony Toad Online Marketing Portfolio.
4. Should You wish to use the services of an alternative Web Designer, the hyperlink to Bony Toad Online Marketing should be left intact and as-is, unless a new design utilising new code is implemented. This provision includes ensuring that the rel=”nofollow” tag is not used.
5. Bony Toad Online Marketing will not design websites:-

1. For the purpose of, but not limited to, promoting illegal activities; or
2. Providing information about illegal activities; or
3. Displaying explicit, obscene or pornographic content; or
4. Hosting material that is harmful, hateful, offensive, profane, threatening, or discriminatory on the basis of disability, ethnicity, gender, race, religion or sexual orientation.
and It shall be considered a breach of Your contractual duties if You fail to notify Bony Toad if your website falls into any of these categories either at the commencement date of any contract between You and Bony Toad Online Marketing, or at any time thereafter.

7. Domain Names and Webhosting

1. Domain names and webhosting services will be registered in Your name.
2. It is Your responsibility to renew the rights to Your domain name. Bony Toad Online Marketing accepts no liability for a lapse in the rights to a domain name under any circumstances unless part of an ongoing maintenance contract.

8. Liability

1. Bony Toad Online Marketing excludes itself from all and any liability for loss or damage caused by any inaccuracy, omission, delay or error, whether the result of negligence or other cause in the provision of any of its services.
2. It is Your responsibility to ensure that the website graphics, content and materials are legal. You must indemnify Bony Toad Online Marketing in respect of all actions, proceedings, cost demands and claims arising from illegal content.
3. Subject to clauses 8.4 and 8.5 below Bony Toad Online Marketing’s total liability to You shall not exceed the aggregate of any sums paid to Us by You during the calendar year in which the applicable cause of action against Us arose and it expressedly excludes loss or potential loss of profits that You may incur.
4. You acknowledge that amounts charged by Us to You under the Agreement have been calculated with reference to the exclusions of liability set out in clause 8.3 but You acknowledge that at Your request Bony Toad Online Marketing would have been prepared to agree a higher limit of liability on the understanding that You pay any additional insurance premiums that may be required to increase Bony Toad Online Marketing’s insurance cover in respect of its liabilities to You to the amount of the agreed cap on Bony Toad Online Marketing’s liability.
5. The limitation on Bony Toad Online Marketing’s liability set out in clause 8.3 shall not apply:
(a) in respect of death or personal injury caused by Bony Toad Online Marketing’s negligence (for which no limit of liability shall apply); or
(b) in those circumstances in which Bony Toad Online Marketing and You have agreed a higher limit on Bony Toad Online Marketing’s liability (in which event that higher limit shall apply).
6. Neither party shall be liable to the other for its failure to comply with its obligations under the Agreement caused by anything beyond its reasonable control.

9. Financial Matters

1. Unless stated to the contrary in the Agreement all sums that are to be paid to Bony Toad Online Marketing by You shall be payable in advance and (in all cases) no later than 14 days from receipt of invoice and they shall be exclusive of all applicable taxes and duties.
2. Payments made under the terms of the Agreement shall be paid monthly by either standing order or on receipt of invoice, which ever is detailed in the Agreement, into the account of High Position and such payment will be made without deduction or set off of any sum.
3. Payment can be received by cheque, cash and credit or debit card in UK Pounds Sterling.
4. Card payments are subject to a 4% surcharge and are processed through PayPal for which you do not need an account.
5. Interest may be charged by Bony Toad Online Marketing under the previous condition from and including the date on which the payment in question fell due to the date on which that payment (including all applicable Interest) is paid in full and Interest shall be charged on a daily basis with reference to a year consisting of 365 days and with all unpaid interest compounded monthly.
6. Refunds are paid only if the terms of Bony Toad Online Marketing’s service agreement are not met or work has not commenced and been delivered as per our terms and conditions. Refunds will not be paid due to factors outside of the control of Bony Toad Online Marketing, including, but not limited to, search engine rankings.

10. Search engines

1. Bony Toad Online Marketing is not responsible for ongoing website promotion other than expressly agreed in a contract.
2. No guarantees can be made about any website promotion activity as this is subject to the search engine algorithms, which change on a frequent basis and are not released to the public.
3. When submitting a new site to a search engine, it is not immediately available, and the process can take between several weeks and months.

11. Severability

In the event that any one or more of the provisions of this agreement and/or order form are deemed invalid, illegal or unenforceable, the remaining provisions shall be unimpaired and the agreement and/or order form shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

12. Timescales

If You fail to provide the agreed graphics, content or materials within the agreed timescale, Bony Toad Online Marketing reserves the right to make an additional charge.

13. General

1. You may not assign the Agreement without Bony Toad Online Marketing’s prior written consent.
2. Time shall be of the essence for all payments due to Bony Toad Online Marketing under the Agreement and in relation to the performance of Your obligations generally.
3. Where these Terms and Conditions conflict with the express terms of any other executed written Agreement, the terms of the other document shall take precedence.

14. Trading Details

1. Bony Toad Online Marketing was incorporated in England on 21/03/2007, company number 06176814 and its registered office is situated at Brook House, 28 Honey Lane, Cholsey, Wallingford, Oxfordshire OX10 9NL.
2. Vat Number: to be confirmed.
3. If you wish to discuss these terms and conditions, please contact Bony Toad.