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Services Terms & Conditions

Application and entire agreement

1. These Terms and Conditions apply to the provision of the services detailed in our quotation (Services) by T Donadel Enterprises Trading As You and I,  a company registered in England and Wales under number  whose registered office is at  86-90 Paul Street, London, EC2A 4NE (we or us or Service Provider) to the person buying the services (you or Customer).

2. You are deemed to have accepted these Terms and Conditions when you have affixed your signature to the accompanying order form or the date of any performance of the Services (whichever happens earlier).

3. You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

Interpretation

4. A “business day” means any day other than a Saturday, Sunday or bank holiday in England and Wales.

5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

6. Words imparting the singular number shall include the plural and vice-versa.

Services

7. We warrant that we will use reasonable care and skill in our performance of the Services which will comply with clause 52 – 61, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.

8. We will use our reasonable endeavours to complete the performance of the Services in a timely manor; however, time shall not be of the essence in the performance of our obligations.

9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

Your obligations

10. You must obtain any permissions, consents, licenses or otherwise that we need and must give us access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

11. If you do not comply with clause 10, we can terminate the Services.

12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

Fees 

13. The fees (Fees) for the Services are set out in the quotation and are on a time and materials basis.

14. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable  daily  rate in effect at the time of performance or such other rate as may be agreed between us.

15. The Fees are  exclusive  of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

16. The Customer shall make the payment to the Provider within 7 days of receiving the invoice.

Cancellation and amendment

17. In the event of the Customer’s cancellation of the services provided under this contract, ownership of the website developed or provided by the Service Provider shall be subject to the following conditions:

Termination Notice: In the event of the Customer’s intention to cancel services, Customer agrees to provide a written notice to the Service Provider at least thirty (30) calendar days in advance of their intent to terminate or cancel any services provided under the terms of this contract.

In the event the Customer provides notice to terminate or cancel services, the Customer shall remain responsible for the payment of any and all invoices generated by the Provider during the thirty (30) calendar day notice period.

Transfer of Website Ownership: Upon reaching the conclusion of the contract termination period, the Customer shall obtain full ownership rights to the website. The Service Provider agrees to promptly transfer all rights, title, and interest in the website to the Customer upon receipt of the final payment.

Right to Terminate Services: The Service Provider reserves the right to terminate or suspend website services in the event of non-payment or default by the Customer, subject to any applicable laws and notice periods.

Outstanding Payments: Any outstanding payments owed to the Service Provider by the Customer, up to the date of cancellation, shall remain due and payable by the Customer.

Intellectual Property Rights: The Service Provider retains all intellectual property rights related to the website, including but not limited to design elements, code, graphics, and any other original work created by the Service Provider.

18. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the Terms and Conditions.

19. If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.

20. If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party’s control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

Payment

21. We will invoice you for payment of the Fees when we have completed the Services.

22. You must pay the Fees due within  7  days  of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

23. Time for payment shall be of the essence of the Contract.

24. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 10% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.

25. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

26. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

27. Receipts for payment will be issued by us only at your request however an invoice will be provided for each payment due.

28. All payments must be made in  British Pounds unless otherwise agreed in writing between us.

Subcontracting and assignment

29. We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

30. You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

Termination

31. We can terminate the provision of the Services immediately if you:

31.1 commit a material breach of your obligations under these Terms and Conditions; or

31.2 fail to pay any amount due under the Contract on the due date for payment; or

31.3 are or become or in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or

31.4 enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or

31.5 convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

Intellectual property

32. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

Liability and indemnity

33. Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

34. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.

35. We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:

35.1 any indirect, special or consequential loss, damage, costs, or expenses or;

35.2 any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or

35.3 any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or

35.4 any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or

35.5 any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

36. You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

37. Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Data Protection

38. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

39. The parties agree that where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Service Provider shall be the ‘data processor’ as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

40. For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.

41. The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party’s purposes.

42. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors or advisors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

43. The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

44. Further information about the Service Provider’s approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: info@y-a-i.co.uk.

Circumstances beyond a party’s control

45. Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

Communications

46. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

47. Notices shall be deemed to have been duly given:

47.1 when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

47.2 when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

47.3 on the fifth business day following mailing, if mailed by national ordinary mail; or

47.4 on the tenth business day following mailing, if mailed by airmail.

48. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

No waiver

49. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

Severance

50. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

Law and jurisdiction

51. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.

Web Development Services

  1. The Provider agrees to provide comprehensive web development services to the Customer, which shall include but not be limited to the following:
  • Designing and developing a fully functional website tailored to the Customer’s requirements and preferences.
  • Implementing responsive web design to ensure optimal user experience across various devices and screen sizes.
  • Integrating necessary features and functionalities, such as contact forms, galleries, interactive elements, and any other custom requirements specified by the Customer.
  • Conducting thorough testing to ensure the website’s performance, functionality, and compatibility with various web browsers.
  • Providing website hosting services, including server setup and maintenance, to ensure the website’s accessibility on the World Wide Web.
  1. The Provider shall make reasonable efforts to complete the web development project within the agreed-upon timeframe, unless otherwise affected by factors beyond the Provider’s control. Both Parties shall mutually agree on a project timeline before commencing the work.


Google Ads Management Services

  1. The Provider shall provide Google Ads management services to the Customer, encompassing the following activities:
  • Creating and configuring Google Ads campaigns designed to achieve the Customer’s specific advertising objectives, such as increasing website traffic, lead generation, or promoting products/services.
  • Conducting keyword research and analysis to identify relevant and high-performing keywords for ad targeting.
  • Designing compelling ad copies and creatives to maximise the effectiveness of the advertising campaigns.
  • Ongoing optimisation of the Google Ads account, including bid management, ad scheduling, and targeting adjustments, to enhance campaign performance and return on investment (ROI).
  • Regular monitoring and reporting on the performance of Google Ads campaigns, providing the Customer with insights on key performance metrics, costs, and conversion data.
  1. The Service Provider shall strive to meet the Customer’s advertising goals and provide professional recommendations to optimise campaign performance. However, the success of advertising campaigns may be subject to factors beyond the Service Provider’s control, such as changes in market conditions, competitor activities, or platform policies.
  2. The Customer shall be responsible for all costs associated with the Google Ads click spend incurred during the term of this agreement. The Google Ads click spend includes charges for clicks generated by online users on advertisements displayed through the Google Ads platform.
  3. The Customer acknowledges that the Google Ads click spend charges are levied by Google and are subject to Google’s billing policies and terms. The Service Provider shall not be held liable for any disputes, claims, or issues arising from Google’s billing practices or changes to their policies.
  4. The Customer authorises the Service Provider to access and manage the Google Ads account on their behalf, solely for the purpose of monitoring and optimising click spend campaigns during the term of this agreement.


Search Engine Optimisation Services

  1. We agree to carry out the following Services that will continually adapt to meet the needs of the SEO industry as these evolve. We reserve the right to adjust from time to time the sub-tasks and methods of each deliverable listed in the best interests of your business. We will notify you in writing of any significant change of deliverables and our reasons behind the decision.
  2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent. If we use subcontractors, we accept full responsibility for every act or omission of the sub-contractor as if it were an act or omission of our own.
  3. Description of services provided: 

Strategy 

  • Keyword research, strategy, and planning
  • SEO competitor analysis and ongoing monitoring

Onsite SEO

  • Technical SEO (scripts, code, etc.)
  • Website landing page, content, and keyword usage optimisation
  • Website performance analysis 

Offsite SEO 

  • Website and backlink profile analysis, strategy, and planning 
  • Backlink building (writing and outreach) 

Reporting

  • Google Analytics 
  • Conversions 
  • Search engine rankings 

Management

  • Monitoring and identifying opportunities to improve results
  • Contact third party properties (such as blogs, directory websites, and social platforms)
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