SEM Lead Terms of Service

Terms of Service

As a client/customer of Search Engine Marketing Lead (SEM Lead) you agree to abide by the following terms and conditions.

1. Terms and Conditions of Use

1.1 - Having received a brief of requirements from the customer, either verbal or written, SEM Lead will produce a quotation detailing the work to be carried out. The customer must provide written confirmation that the quotation is acceptable. The quotation will effectively form the basis of this contract.

1.2 - This agreement constitutes the entire agreement between SEM Lead and the customer. In making this agreement each party confirms that they have not relied on any inducement not recorded in this agreement.

2. Intellectual Property Rights / Confidentiality

2.1 - All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by SEM Lead, in supplying the works and under the agreement will vest in and belong to SEM Lead unless otherwise agreed and specified in writing or otherwise and signed by both Parties.

2.2 - Client undertakes that it will keep secret and confidential the terms of agreement and any information supplied by SEM Lead in connection with agreement or the business of SEM Lead (including the Proposal) and the works and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without the SEM Lead’s prior written consent PROVIDED THAT this clause shall not extend to information which was and can be shown to be rightfully in the possession of client prior to the commencement of the negotiations leading to the agreement or which is in the public domain (other than as a result of a breach of this Clause);

2.3 - SEM Lead withholds the right to refuse the work on the web of any content which it sees as being indecent, obscene or offensive towards others.

2.4 - SEM Lead warrants that it will use reasonable efforts to ensure that the works do not infringe the copyright of any third party.

3. Design of Website

3.1 - SEM Lead will produce and publish a design proof for the customer's approval temporarily on our staging server. The design copyright of the proof shall remain the sole property of Search Engine Marketing Lead. Use of the design in any respect without the express written permission of Search Engine Marketing Lead will constitute breach of copyright.

3.2 - SEM Lead will complete the design and build of the customer's website after receiving written confirmation that the design proof is satisfactory.

3.3 - SEM Lead will release website code and graphics when payment of the final invoice for the outstanding quotation value is received in full.

3.4 - Once SEM Lead has received written confirmation that the design proof is satisfactory, modifications to the design specification will be considered an amendment to the contract. All modifications must be confirmed in writing.

4. Invoicing, Payment and Tender Validity

4.1 - Tenders and Quotes are valid for 30 days from the date of the Tender or Quote. All prices quoted may be subject to change without notice after this period.

4.2 - Payment for the services must (unless otherwise agreed with SEM Lead) be made as follows:
4.2.1 - Search engine marketing work require 100% payment in advance,
4.2.2 - Web site design/programming contracts require 50% upfront payment and the balance of all fees are due upon completion but before deleiver the project to client.

Any modifications will be a charged extra.

4.3 - Payment shall be made in USD, UK Pounds Sterling or INR to Search Engine Marketing Lead OR Tilak Bisht. Payments are due within 14 days of presentation of invoice. Any charges or fees levied on third party products would be borne by you. If due to bank charges, transfer fees, or the like, SEM Lead should receive less than its invoice amount, SEM Lead will re-invoice customer for the shortfall. In the event that any amount remains unpaid fourteen days after invoice date, SEM Lead reserves the right to discontinue, withhold, or suspend services to the customer to whom such unpaid amounts relate.

4.4 - Once SEM Lead has undertaken a commission for services, a cancellation fee of 75% will apply if the contract is terminated through no fault of SEM Lead. An interim invoice will also be levied for 75% of the total quotation value if website content is not received within 30 days of commission.

4.5 - The final invoice will be issued when work has been completed. Modified website code and graphics will not be released to the customer until payment is received in full. Any further modifications to the website will be chargeable under separate terms.

5. Liability and Warranty

5.1 - Subject to Clause 5.2 below, Search Engine Marketing Lead’s liability for any loss or damage direct or otherwise and howsoever caused whether in tort (including negligence) or contract or otherwise shall not exceed the amount invoiced by SEM Lead to Client hereunder.

5.2 - Search Engine Marketing Lead shall not be liable to client for any consequential loss or damage.

5.3 - When instructions or advice are given or received orally by SEM Lead, it shall have no liability to Client for any misunderstanding or misrepresentation which may arise in relation thereto except in relation to fraudulent misrepresentations.

5.4 - Search Engine Marketing Lead shall have no liability to Client in respect of the materials. On completion of the works client agrees to collect the materials within 2 months of completion of the works, failing which, SEM Lead may dispose of them on giving client 14 days notice.

5.5 - Search Engine Marketing Lead’s liability shall be limited to using reasonable skill and care in the supply of the works. In particular SEM Lead shall not, except in the case of gross negligence and wilful or deliberate act, be liable for:

5.5.1 - any loss or damage caused by it being given access to Client’s computer systems (which shall only be required where necessary) including without limitation any remote servers to which it has access or stores data or any unauthorised access to or use of the same including without limitation for any misuse of any passwords, logins or accounts of Client,

5.5.2 - any interference in or modification of the works or Client’s web site by Client or any third party or the consequences thereof, remedy of which shall be as a change.

5.6 - SEM Lead undertakes to provide the works with reasonable skill and care, however Search Engine Marketing Lead cannot give any warranty or representation as to positions within search engines due to the operation of such being out of its control.

6. Fraud

6.1 - SEM Lead will not tolerate any attempts to obtain goods by fraudulent means. Any fraudulent action will be reported to the relevant authorities. Please note that Internet host IP addresses are recorded when placing an order or contact online.

7. Third Party Materials

7.1 - SEM Lead gives no warranty, representation or undertaking in relation to any third party materials or works.

7.2 - Subject to the foregoing SEM Lead shall have no liability to client whatsoever in relation to the works and gives no warranty and makes no representation as to whether works contain or are free from racist, defamatory, sexually explicit, inflamatory, obscene or other legally restricted material and explicitly excludes all and any liability in relation thereto.

8. General

8.1 - Client shall not assign the benefit or burden of this agreement without the prior written consent of Search Engine Marketing Lead.

8.2 - All communication between Client and Search Engine Marketing Lead can be form of soft copy (email, doc file, image or an attachment) OR hard copy (printed).

8.3 - Subject to the foregoing Search Engine Marketing Lead shall have no liability to Client whatsoever in relation to the works and gives no warranty and makes no representation as to whether works contain or are free from racist, defamatory, sexually explicit, inflamatory, obscene or other legally restricted material and explicitly excludes all and any liability in relation thereto.

8.4 - Search Engine Marketing Lead may at any time revise these terms of services by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current terms and conditions to which you are bound.

8.5 - This contract shall be subject to Indian Law. Where it is held that Search Engine Marketing Lead is not entitled to rely on any term in this contract, then Search Engine Marketing Lead may also be allowed to cancel all rights and obligations under this contract, or to hold all other clauses as valid entirely at their sole discretion.