Terms and Conditions of Service 

1. Definitions and Interpretation

 

1.1. Definitions 

Definitions (alphabetical order). In these Terms and Conditions of Service set out below (“Terms of Service”), the following definitions apply: 

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Ad Campaign(s) or Campaign

means the creation, implementation, management, development and employment of a Paid Advertising strategy as set out in the Briefing or in the Proposal;

 

Advertising Networks

means the Adverting Networks that BigBox Agency agrees to provide the Services in connection with as set out in the Agreement;

 

Agency

shall mean BigBox Agency (Registered in England and Wales BigBox Group LTD no: 11813412).  

Registered office: 13 Huddersfield Road, S70 2LW, Barnsley (United Kingdom) 

website: www.bigboxagency.com 

It can be found hereinafter referred as “we”, “us”, “our”.

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Agreement

means the contract created between BigBox Agency and the Client following the acceptance of our Proposal for the supply of Services, in accordance with these Terms and Conditions of Service. These Terms and Conditions of Service shall apply to any Service Agreement(s) (“the Agreement” or “Agreement”) with BigBox Agency ("The Agency" or “Agency”); 

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Amendments

means alterations to Work in Progress which results in the estimated lead time as set out in the Briefing or the estimated time communicated by BigBox Agency, to complete that Work in Progress or the level of personnel or cost required to perform the Services, being exceeded; 

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Approval Form or Proof Email

means the necessary approval step prior to the Delivery;  

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Approved File format

to include “.jpg”, “.pdf” and “.eps” file formats and such other formats, electronic media, audio, video, text, code, and other platforms, mediums and forms as agreed between BigBox Agency and the Client and set out within the scope of any Instruction accepted by BigBox Agency from time to time;

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Briefing or Creative Brief

means the creative specification produced by BigBox Agency as our interpretation of the Instruction(s) of the Client setting out description and scope of Services required to produce the Deliverables and which is agreed between BigBox Agency and the Client prior to commencement of the Services and which may be revised as required from time to time upon our mutual agreement. 

All experimental work shall, unless agreed expressly otherwise, be charged to the Client, if used in a commercial context; 

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Business Day

means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business; 

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Calendar Month

means the period from a day of one month to the corresponding day of the next month if such exists or if not to the last day of the next month (example: cancellation notice on January 3rd, service will end on February 3rd. Cancellation notice on January 31st, service ends 29th February); 

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Changes 

means the charges payable by the Client for the supply of the Services; 

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Client

means any person, firm, company or other organisation who purchases Services from BigBox Agency. It can be found hereinafter referred as ‘you’, ‘your’; 

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Client Data

means all information collected or developed by:  

       (a) Client or  

       (b) BigBox Agency 

including, under each of the clauses (a) and (b) of this definition, location-based information, phone or other identification numbers issued to customers, electronic serial numbers, IP addresses when associated with individuals, customers’ personalisation information and automatic number identification information, content created, owned or stored by customers; 

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Confidential Information 

means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to our business, clients, customers, products, services, affairs and finances of BigBox Agency whether or not such information is marked confidential; 

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Conversion Tracking Codes 

means the Google conversion tracking codes or other conversion tracking codes installed on the Website; 

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Data Protection Laws 

means Data Protection Act 1998, Directive 95/46/E and the General Data Protection Regulation with effect from its implementation date or otherwise as revised, updated, replaced or supplemented from time to time and any related guidance or codes of practice issued by the UK Information Commissioner; 

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Deliverable(s)

means all documents, services, products and materials produced and developed by BigBox Agency or its agents, subcontractors, consultants and employees in relation to the Services in any form, including, without limitation, the Briefing, mood board or other forms of design concept, the proofs, designs, images, photographs, artwork, graphics, models, copy, communications, digital or hard copy, computer programs, data, reports and specifications (including drafts) or other deliverables commissioned by the Client and set out in any Instruction placed by the Client that are produced by BigBox Agency in accordance with these Terms and Conditions of Service;

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Digital Marketing Packages

Specific digital marketing services offered by BigBox Agency on its website www.bigboxagency.com/plans-pricing and can be purchased directly by the client. See Special Conditions in Section 11. 

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Estimate 

means any quotation, figure or revised quotation sent to the Client by BigBox Agency on BigBox Agency's letterhead or by email detailing, inter alia, the description and price of the Materials and/or Services;

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End of Month notice 

means the end of the month following the month in which cancellation was received (example cancellation on 9th August, service ends 30th September); 

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Final Work(s) 

means the final versions of Work in Progress produced by the BigBox Agency which shall be submitted to the Client for approval; 

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Hourly Rate 

means the hourly rate set out in the Proposal, Quotation or Agreement of BigBox Agency for performing the Service(s) and agreed between BigBox Agency and the Client; 

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Input Material(s)

means any documents, plans, drawings, designs or other materials, and any data or other information provided by the Client to BigBox Agency relating to the Services; 

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Instruction(s) 

means any order, instruction, statement or work or brief submitted by the Client for the Services of BigBox Agency following acceptance of the Quotation or Proposal of BigBox Agency based on the Briefing or specification as the case may be. 

The Instruction provided by the Client should contain a clear description of the requirements of the Client, any brief the Client wishes BigBox Agency to consider, and any Deliverables the Client wishes BigBox to produce. Upon consideration of the Instruction provided by the Client, BigBox Agency will send the Proposal to the Client including any recommendations of what is required to produce the Deliverables, which may include the BigBox Agency suggested timescales and any project methodologies that BigBox Agency consider may be needed to meet the requirements of the Client; 

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Intellectual Property Rights

all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business names and domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, typography rights, moral rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

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Long-term Project(s)

means that the work, project or campaign has a duration longer than three months; 

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Materials

means all documents or information in all possible formats such as but not limited to text, written information, drawing, image, voice, video, email, photos, provided by the Client in any form or medium to BigBox Agency for the development and delivery of the Services; 

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Month

means a calendar month and monthly shall be construed accordingly; 

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Party or Parties

includes its personal representatives, successors or permitted assigns; 

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Personal Data

has the meaning set out in Data Protection Laws; 

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Pre-existing Materials

means all documents, information and materials provided by BigBox Agency relating to the Services which existed prior to the commencement of the Agreement including computer programs, data, reports, graphics and specifications and processes used in the provision of the Services. 

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Proposal

The Proposal elaborated by BigBox Agency shall only remain valid for a period of 30 Business Days from its date of issue by BigBox Agency. The Proposal does not constitute an offer to provide the Services of BigBox Agency to the Client, or that BigBox Agency have entered into any Agreement with the Client. When the Client notifies to BigBox Agency that the Client accept the Proposal (either by responding to the email of BigBox Agency containing with Proposal previously sent or otherwise requesting BigBox Agency to proceed on the basis of the Proposal of BigBox Agency which indicates acceptance), BigBox Agency’s written acceptance of your Instruction (‘Confirmation Acceptance Form’) will be sent to the Client, which the Client must sign and return as confirmation of Agreement to these Terms and Conditions of Service; 

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Quotation

means the estimate of costs that BigBox Agency provides to the Client for the Services BigBox Agency propose to perform to implement the Instruction of the Client and produce the Deliverables which may either be based on time and materials or a fully costed project or work fee; 

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RPI 

means the UK Retail Prices Index or any official index replacing it;

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Service(s), Digital Marketing Service (s) or Bespoke Digital Marketing Service(s)

means any Services agreed in the Agreement to be performed by BigBox Agency for the Client (including any part or parts of them). If there should be any ambiguity or discrepancy between the Terms in the Agreement and the Terms set out in this document, the Terms in the Agreement will prevail, except where expressly stated to the contrary within these Terms and Conditions of Service; 

 

The Service(s) includes any or all of the Services of BigBox Agency, such as:  

 

• Branding and Web Services: Brand identity, Brand Design, Logo Design, Style guide, Graphic Design, Content Marketing, Online Reputation Management (ORM) 

• Web Design, Web Development, Web Maintenance 

• Digital Marketing and Social Media Services: SEO (Search Engine Optimisation), SEO Audit, Keyword research, On-Page SEO, Local SEO, Optimisation, Content Development, PPC (Pay-Per-Click), Google Ads, Creation of campaigns, Social Media Marketing, Content and Post design, Social Media Set Up (Facebook, Instagram, LinkedIn, Twitter, Pinterest, Youtube), Social Media Management, Facebook Ads, Instagram Ads, LinkedIn Ads, YouTube Ads, Social Media Channels analysis, Email Marketing, Email design, Audience segmentation, Creation of campaigns.  

• UI (User Interface) and UX (User Experience) Design and Testing: Strategy, Behaviour of the user, UI redesign, UI Design, POC (Proof-of-concept), prototypes, Data visualisation, Reorganising site content (Content audit), Copywriting service, Voice & tone, App development.  

• Digital Transformation Consultancy.  

 

Or any services related to the production of Deliverables, performed in accordance with any Creative Brief agreed between the Client and BigBox Agency. The Services means any contracts for the provision of design consultancy services to the Client of whatsoever nature, including the Materials; 

 

Search Engine(s) 

Google.com together with any additional or replacement search engines or directories that BigBox Agency decides to select in accordance with clause 6.4.2 ;  

 

Third Party Resources 

means Advertising Networks, Search Engines, web analytics software, PPC Pay-per-click programs, directories or third party websites or any other third party resources that BigBox Agency may use or employ in order to provide the Services; 

 

Website or Web 

means the Client’s website in respect of which BigBox Agency and the Client have agreed that the Services will be provided; 

 

Website Page(s) 

pages on the Website, including any additional pages created by BigBox Agency as part of the Services. 

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Work(s)

means any project for the provision of services and which is described in a Proposal; 

Work in Process 

means any single tranche or any element of output generated and/or produced by BigBox Agency during the performance of the Services, whether in a hard copy or digital format of whatever form or medium including any element of any Deliverables; 

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In these Terms and Conditions of Service, the following rules apply: 

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• words in the singular include the plural and, in the plural, include the singular; 

• pronouns in masculine, feminine and neuter genders shall be construed to include any other gender; 

• the headings and sub-headings do not form part of the Agreement and are for convenience only; 

• a reference to a ‘clause’ is to a clause of these Terms and Conditions of Service. Clause headings shall not affect the interpretation of these Terms and Conditions of Service; 

• a ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);  

• a reference to a ‘party’ includes its personal representatives, successors or permitted assigns; 

• a reference to a ‘statute’ or ‘statutory provision’ is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; 

• any phrase introduced by the terms: including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those Terms and Conditions of Service; 

• A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it; and 

• a reference to ‘writing’ or ‘written’ includes e-mails.  

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2. Basis of Agreement

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2.1. The Client can submit a request for the Services of BigBox Agency by telephone on + 44 (0) 800-689-1574, or by email to info@bigboxagency.com or otherwise via our website enquiries forms www.bigboxagency.com . If you are an existing Client or the Instruction is part of a Long-term Project that BigBox Agency is undertaking for the Client, any Instructions placed with the nominated account manager of BigBox Agency will be processed in accordance with these Terms and Conditions of Service unless otherwise agreed in writing between the Client and BigBox Agency.

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2.2. The Client shall sign the Quotation or the Agreement, depending on each case, and return it to BigBox Agency. This constitutes an offer by the Client to purchase Services in accordance with these Terms and Conditions of Service.

 

2.3. The Quotation shall only be deemed to be accepted when BigBox Agency returns a signed copy to the Client at which point, and on which date the Agreement shall come into existence.

 

2.4. Any Quotation is given on the basis that no Agreement shall come into existence until BigBox Agency accepts the Client’s order. Any Quotation is valid for a period of 30 days only from its date, provided that BigBox Agency has not previously withdrawn it. The placing of an order following any quotation or other indication of price shall not be binding on BigBox Agency unless and until accepted by BigBox Agency in writing. 

 

2.5. The Agreement constitutes the entire contract between the Client and BigBox Agency. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of BigBox Agency which is not set out in the Agreement.  

 

2.6. Any samples, drawings, descriptive matter or advertising issued by BigBox Agency, and any descriptions or illustrations contained in BigBox Agency's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.  

 

2.7. These Terms and Conditions of Service shall apply to all Agreements concluded between BigBox Agency and the Client to the exclusion of any other Terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or in the course of dealings between the BigBox Agency and the Client. 

 

2.8. All work is carried out by BigBox Agency on the understanding that the Client has agreed to the Terms and Conditions of Service of BigBox Agency. 

 

2.9. Terms and Conditions of Service, the Quotation, the Agreement and the Proposal may only be varied by express written agreement between BigBox Agency and the Client. 

 

2.10. For the avoidance of doubt, the Terms and Conditions of Service of BigBox Agency are what govern the job, not any conditions on the Client’s purchase order. 

 

2.11. The quantity and description of the Services shall be as set out in the BigBox Agency’s Quotation or in the Proposal. 

 

2.12. BigBox Agency shall have the right to make any changes to the Services which are necessary to comply with any Applicable Laws or safety requirements or which do not materially affect the nature or quality of the Deliverables, but we shall always notify the Client before implementing any such changes to the Services in any such event. If such changes result in any change to the Proposal of BigBox Agency, this will be added to the Proposal, and a revised Proposal sent to the Client for approval prior to continuing the Services. Certain changes may require the payment of additional Charges for which the Client is responsible and will be included in the revised Proposal. 

 

2.13. Special Terms and Conditions of Services shall apply for Digital Marketing Packages that the Client can purchase that the customer can purchase on the website www.bigboxagency.com/plans-pricing . Read section 11 (below).  

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2.14. Special Terms and Conditions of Services shall apply for Website Design, Development and Maintenance. Read section 12. 

 

2.15. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both parties. 

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2.16. The Agreement contains the whole agreement between the parties relating to its subject matter and supersedes all prior discussions, arrangements or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation. 

 

2.17. Unless otherwise agreed, 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. 

 

2.18. A provision which by its intent or terms is meant to survive the termination of the Agreement will do so. 

 

2.19. BigBox Agency reserves the right to make changes to these Terms and Conditions of Service at any time, without prior notification. 

 

 

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3. Performance and Supply of Services

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3.1. BigBox Agency shall perform the Service(s) with reasonable care and skill, in accordance with generally recognised commercial practices and standards in the industry; and all laws and regulations applicable to the Service(s).

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3.2. BigBox Agency shall supply the Services to the Client in accordance with the Quotation, the Proposal or the Briefing in all material respects. 

 

3.3. Upon commencement of the Agreement, BigBox Agency shall prepare the Briefing during the first stage of each Work. 

 

3.4. A copy of the written Quotation or the Agreement, depending on each case, is to be signed and dated by the Client to indicate acceptance and should be returned to BigBox Agency. 

 

3.5. BigBox Agency shall use all reasonable endeavours to meet any performance dates specified in the Quotation or Briefing, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. 

 

3.6. BigBox Agency shall be entitled for the duration of the Agreement to publish written content on behalf of the Client. 

 

3.7. The Service(s) shall be supplied for a specific term set out in the Quotation. If it is a Long-term Project, shall continue to be supplied unless the Agreement is terminated by one of the Parties giving the other at least one full calendar month notice. The date of termination of the service shall be written in the Agreement. Section 20 (Termination) refers to changes if these are necessary. 

 

3.8. If the Client or any Third Party makes any changes to the Website which overwrite any Deliverables, BigBox Agency will not be responsible for reinstating the Deliverables and if the Client does require BigBox Agency to reinstate them the Client is liable to pay to BigBox Agency additional charges to cover the cost of reinstating the Deliverables. 

 

3.9. BigBox Agency shall be entitled for the duration of the Agreement to approve or disapprove any design strategies, existing code or other techniques requested or currently used by the Client which in the sole opinion of BigBox Agency are detrimental to the campaign, Work other Services to be provided by BigBox Agency. 

 

3.10. Should the Client supply text, artwork or images, BigBox Agency is not obliged to edit, check or guarantee the correctness thereof in any way whatsoever, and the Final Work shall be made at the entire risk of the Client. 

 

3.11. BigBox Agency has no obligation to provide Services free of charge, including SEO analysis and specifically to those who are competitors of BigBox Agency. 

 

3.12. Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, invoice or other document or information issued by BigBox Agency shall be subject to correction without any liability on the part of BigBox Agency. 

 

3.13. Where necessary, BigBox Agency may engage specialist Third Party vendors to ensure the timely and quality delivery of any works commissioned. 

 

3.14. The customer also agrees that BigBox Agency holds no responsibility for any amendments made by any third party, before or after a design is published. 

 

3.15 BigBox Agency has no obligation to accept any variation to the Agreement requested by the Client, whether by addition, substitution or omission (or, without limitation, to the Services to be provided under the Agreement) and no such request shall be deemed to be accepted in the absence of BigBox Agency’s written agreement to the variation. 

 

3.16 In certain circumstances, BigBox Agency is required by law to collect evidence of identity from its Clients. If the Client fails to supply any due diligence evidence which BigBox Agency requests, BigBox Agency will be unable to provide the Services to the Client. 

 

 

4. Project Acceptance and Commencement

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4.1. BigBox Agency will not commence performance of the Services until payment has been received by the bank account of BigBox Group Ltd. The Client must also send email confirmation of payment, and once BigBox Agency can confirm that this has been received, the Service start date will begin.  

 

4.2. BigBox Agency shall be entitled to refuse to accept or use any Input Material in the provision of the Services:  

• which may be deemed offensive, illegal or in any way controversial;  

• for which the Client has not obtained an appropriate licence, permission or consent. 

 

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5. Client's Obligations

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The Client shall:

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5.1 ensure that the details and terms of the Instruction and any information set out therein are complete and accurate. 

 

5.2 Co-operate with BigBox Agency and its personnel in all matters relating to the performance of the Services. 

 

5.3. Ensure that BigBox Agency receives the Charges and Payment in accordance with clause 6.2;  

 

5.4. Authorise BigBox Agency to access their online accounts and will provide login in details when needed to perform the Service(s). These accounts may include but are not limited to web hosting, website, advertising, analytics, CRM, ERP or Social Media accounts. 

 

5.5. Confirm that any account to which BigBox Agency is given access has not been compromised, hacked, defaced or infected prior to the commencement of the Agreement. 

 

5.6. Allow BigBox Agency access to the Website so that it can upload new Website Pages or make changes for the purposes of the Services including obtaining the approval of any Third Party where this is required. 

 

5.7. Provide BigBox Agency with such administrator rights to any Third Party Resources as are necessary for BigBox Agency to supply the Services. 

 

5.8. Ensure that the Conversion Tracking Codes are installed properly and are working. 

 

5.9. Ensure that the Website is live and accessible via the internet (if the Client already has a website). 

 

5.10. Provide BigBox Agency with such information and Materials as we may reasonably require in order to perform the Services and ensure that such information is accurate in all material respects. 

 

5.11. Obtain and maintain all necessary licences, permissions and consents which may be required before the date on which we are due to commence performance of the Services and provide BigBox Agency with evidence of such licence, permission or consent when requested by BigBox Agency. 

 

5.12. Confirm that any text, graphics, photos, designs, codes, data, trademarks and artwork supplied in connection with the Agreement are owned by the Client, or that they have permission from the rightful owner to use these items; the Client grants BigBox Agency an irrevocable licence to use these items for the purposes of providing the Service(s) for the duration of the Agreement. 

 

5.13. Where appropriate, keep and maintain any Proprietary Materials in safe custody, in good condition and not dispose of or use the Proprietary Materials other than in accordance with the written instructions or authorisation by BigBox Agency. 

 

5.14. Comply with any additional obligations or Instructions that BigBox Agency may reasonably request from time to time in order to enable BigBox Agency to perform the Services in accordance with the Instruction and the Creative Brief of the Client. 

 

5.15 BigBox Agency shall be indemnified by the Client in respect of any claims, costs and expenses arising out of any libellous matter or any infringement of copyright, patent design or any other proprietary or personal rights contained in any material supplied by the Client. The indemnity shall extend to any amounts paid on a lawyer's advice in settlement of any claim. 

 

5.16 If BigBox Agency's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):  

 

5.16.1. BigBox Agency shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays BigBox Agency's performance of any of its obligations.  

 

5.16.2. For the avoidance of doubt, the Client shall continue to be liable for the Monthly Charge during any period that BigBox Agency suspends performance of the Services;  

 

5.16.3. BigBox Agency shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from BigBox Agency's failure or delay to perform any of its obligations as set out in this clause 5; and  

 

5.16.4. the Client shall reimburse BigBox Agency on written demand for any costs or losses sustained or incurred by BigBox Agency arising directly or indirectly from the Client Default. 

 

5.17. Ensure that any specification submitted by the Client does not contravene any applicable statutory or regulatory requirement. 

 

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6. Amendments

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6.1. If the Client wishes to change the scope or execution of the Services, the Client shall submit details of the requested change to BigBox Agency in writing.

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6.2. If the Client requests a change to the scope or execution of the Services, BigBox Agency shall, within a reasonable time, provide a written estimate to the Client of:

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6.2.1. the estimation of time required to implement the change; 

6.2.2. any necessary variations to the Charges arising from the change; and  

6.2.3. any other impact of the change on the Agreement between the Client and BigBox Agency. 

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6.3. If the Client wishes BigBox Agency to proceed with the change, BigBox Agency has no obligation to do so unless and until the Parties have agreed the necessary variations to the Charges, the Services and any other relevant terms of the Agreement to take account of the change and the Agreement has been varied.

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6.4  BigBox Agency may, from time to time and without notice: 

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6.4.1. change the execution or scope of the Services, provided that such changes do not materially affect the nature or the charges for the Services. 

6.4.2. Change any of the Search Engines to which the Client’s web pages are to be submitted whether by the inclusion of additional search engines to those listed previously or the replacement of any of the search engines with a search engine which, at the entire discretion of BigBox Agency, is more suitable for the purposes of optimising the Website.   

 

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7. Payments, Refunds, Charges and Taxes (VAT)

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7.1 Payments

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Unless specifically varied in each Work cost section of the Quotation, Proposal or otherwise in writing by BigBox Agency, the following payment terms shall apply:

 

7.1.1 the Client shall pay:

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• each invoice submitted to it by BigBox Agency, in full and in cleared funds, within 7 days of receiving an invoice through the direct debiting facilitator of BigBox Agency, PayPal, BACS or any similar provider or bank that BigBox Agency may nominate from time to time; or 

• if the Client purchases a Digital Marketing Package(s) through the website, www.bigboxagency.com/plans-pricing the payments should be made in one instalment – 100% of payment to be made via PayPal or credit card, unless agreed otherwise. 

 

7.1.2 Invoices will be due for payment strictly within 7 days of submission. 

 

7.1.3 The Client will be provided with an Approval Form or Proof Email, and an Invoice prior to final publication. At this time the remainder of the amount due will become payable and the Client will also be required to sign and return the Approval Form or signify approval by email to BigBox Agency. 

 

7.1.4 For ongoing fees (such as but not limited to Hosting and Online Marketing Ads): 

• payment must be made in advance of the Service being provided, or within 7 days of invoice issue date; 

• where payment is late, it is still applicable, but BigBox Agency is not obliged to provide Services for the period that the payment was late; 

 

7.1.5 Unless otherwise stated in the Agreement the Client shall be responsible for the fees of any Third Party Resources and shall maintain such adequate funds in any third party accounts as are required to maintain inclusion in such resources. The Agreement, the Quotation or the Proposal, sets out an estimate of the fees that the Client will incur for the inclusion of keywords and other listings in the Third Party Resources.

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7.1.6 The Client shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against BigBox Agency in order to justify withholding payment of any such amount in whole or in part. BigBox Agency may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by BigBox Agency to the Client.

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7.1.7 BigBox Agency reserves the right to vary the service fee according to further requirements made by the Client. Any such variation shall be advised by BigBox Agency in writing and confirmed by the Client in writing before the work proceeds further or any fees are incurred. 

 

7.1.8 Publication and/or release of work done by BigBox Agency on behalf of the Client, may not take place before cleared funds have been received. 

 

7.1.9. Accounts which remain outstanding for 30 days after the date of invoice, will incur late payment interest charge at the Bank of England Base Rate plus 8% on the outstanding amount from the date due until the date of payment. 

 

7.1.10 BigBox Agency is entitled to instigate legal proceedings against a Client for recovery of outstanding sums owed by the Client where payment has not been received by BigBox Agency within 3 months from the due date for payment. 

 

7.1.11 The Client shall indemnify BigBox Agency in respect of all legal costs, including those relating to pre-action correspondence, incurred as a result of BigBox Agency commencing legal proceedings under clause 7.1.10 above. 

 

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7.2 Refunds 

 

7.2.1 There are no refunds available on Services provided by BigBox Agency. 

 

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7.3 Charges 

 

7.3.1 The Charges for the Services shall be as set out in the Quotation or the Proposal.

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7.3.2. Any additional request for Services to those set out in the Agreement, Quotation, Proposal or Briefing shall be calculated in accordance with the Hourly Rates of BigBox Agency as notified to the Client. 

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7.3.3. BigBox Agency charges a standard of £45+VAT (€35+VAT) per hour for the Services provided, unless proposed as a package of hours approved by the Client and included in work such as Social Media Management.

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7.3.4. If BigBox Agency provides to the Client a daily rate, this is based on a seven-hour day from 9.00 am to 5.00 pm worked on Business Days. 

 

7.3.5 BigBox Agency shall be entitled to charge an overtime rate of 20% per cent of our Hourly Rate or the Charges set out in the Proposal to the Client (or such alternative increased rate as BigBox Agency deems appropriate in the circumstances) on a pro-rata basis for each part day or for any time spent by BigBox Agency personnel performing Services outside the hours referred in the clause 7.3.3 above. Where BigBox Agency identifies from the Instruction or following the Proposal or the Briefing that working out of hours is necessary BigBox Agency shall set out their overtime rate in the Proposal. Otherwise, where the need arises in the course of performance of any Services, BigBox Agency shall notify the Client of the overtime rates and agree that with the Client in advance of performing Services outside our standard working hours. 

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7.4 Taxes (VAT)

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7.4.1. All fees quoted are exclusive of VAT (if applicable) and to the extent that VAT is chargeable in respect of any work or services supplied by BigBox Agency, VAT at the rate in force at the time of supply should be added in the invoice provided by BigBox Agency. The Client shall, on receipt of a valid VAT invoice from BigBox Agency, pay to BigBox Agency such additional amounts in respect of VAT as are chargeable on the supply of the Services.

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7.4.2. If the Client purchases a Digital Marketing Package(s) through the website of BigBox Agency www.bigboxagency.com/plans-pricing, the VAT shall be specified in the details of the purchase prior to payment. 

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8. Non-Payment

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8.1. Publication and/or release of work done by BigBox Agency on behalf of the Client, may not take place before cleared funds have been received. 

 

8.2. if the Client also holds a Hosting Account with BigBox Agency, the Hosting account may be terminated without notice in the event that invoices fall into arrears. This will affect email communications and any other services provided by BigBox Agency. 

 

8.3. accounts which remain outstanding for 30 days after the date of invoice, will incur late payment interest charge at the Bank of England Base Rate plus 8% on the outstanding amount from the date due until the date of payment. 

 

8.4. failure to apply such charges does not constitute a waiver of the option so to charge. 

 

8.5. BigBox Agency is entitled to instigate legal proceedings against a Client for recovery of outstanding sums owed by the Client where payment has not been received by BigBox Agency within 3 months from the due date for payment. 

 

8.6. the Client shall indemnify BigBox Agency in respect of all legal costs, including those relating to pre-action correspondence, incurred as a result of BigBox Agency commencing legal proceedings under clause 8.5 above. 

 

8.7. if remains unpaid for 30 days after the date of invoice, BigBox Agency shall be entitled to remove BigBox Agency ‘s and/or the Client’s material from any and all computer systems, until the amount due has been fully paid. This includes any and all unpaid monies due for services, including, but not limited to, hosting, domain registration, search engine submission, design and maintenance, sub-contractors, printers, photographers and libraries. 

 

8.8. removal of such materials does not relieve the Client of its obligation to pay the due amount. 

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9. Cancellation

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9.1. If a Service is cancelled following the order being confirmed and prior to the deposit being paid, the Client accepts that this deposit is still due and should be paid. 

 

9.2. if a Service is cancelled at any point during the first stages of the process (briefing and definition), the full deposit is non-refundable and therefore will be retained. If a Service is cancelled at any point during the build process, the full Service balance is payable. 

 

9.3. hosting services require 30 days End of Month notice. 

 

9.4. 30 days End of Month shall mean the end of the month following the month in which cancellation was received. (example cancellation on 9th August, service ends 30th September). 

 

9.5. Digital Marketing Services require a Calendar Month notice. 

 

9.6. Calendar Month shall mean the period from a day of one month to the corresponding day of the next month if such exists or if not to the last day of the next month (example: cancellation notice on January 3rd, service will end on February 3rd .Cancellation notice on January 31st , service ends 29th February). 

 

9.7. notice of cancellation should be made in writing via email. 

 

9.8. notice is deemed to have been received by a read receipt on email. 

 

9.9. information and files retained by BigBox Agency will be returned to the Client upon final payment for any outstanding invoices. 

 

9.10. the cancellation clauses described in this point 9 (9.1 to 9.9) do not apply to Digital Marketing Packages that can be purchased via the website www.bigboxagency.com/plans-pricing 

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10. Digital Marketing Services: Ranking, Results and Link Placement

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The Client acknowledges and accepts the following in connection with the Services:  

 

10.1. BigBox Agency will report its activity and results to the Client. 

 

10.2. BigBox Agency’s previous performance in the provision of the Services or services similar to the Services is not indicative of any future results that BigBox Agency may achieve on behalf of the Client. 

 

10.3. Many of the Third Party Resources are competitive in nature. Accordingly, BigBox Agency does not guarantee the position of any keyword, phrase or search term. 

 

10.4. The Digital Marketing Packages that the Client can purchase through the website www.bigboxagency.com/plans-pricing have special conditions. Read Section 11. 

 

10.5. A part from the Digital Marketing Packages that the Client can purchase on the BigBox Agency website ww.bigboxagency.com/plans-pricing BigBox Agency offers Bespoke Digital Marketing Services that the Client can request through the contact forms on the website www.bigboxagency.com , by telephone or by e-mail. 

 

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10.6. SEO and Online Positioning

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10.6.1 BigBox Agency may need to edit the site of the Client in order to carry out site optimisation work, or provide the Client with instructions on changes to be made. 

 

10.6.2. SEO: Search Engine Optimisation, which is defined as carrying out various activities to improve a website’s position within search engine rankings. 

It can take many months for the Services to have any significant effects upon the ranking of a Website in the Search Engine Results pages; 

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10.6.3. BigBox Agency shall endeavour to achieve a higher listing across the Search Engines but due to the infinite number of considerations, competitiveness of some keywords, ongoing changes in search engine algorithms that Search Engines use when determining a site’s ranking, BigBox Agency does not guarantee the positioning that it can achieve for the Client. 

 

10.6.4. BigBox Agency has no control over the policies of the Search Engines or Third Party Resources with respect to the type of Websites and/or content that they may accept now or in the future. The Websites and/or any content on it may be excluded or banned from the Search Engine or Third Party Resources at any time at the sole discretion of the Search Engines or Third Party Resources. 

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10.6.5. BigBox Agency will not be responsible for any alterations to the Website made by the Client or any Third Party that reverse or effect changes made to the Website by BigBox Agency which adversely affects the ranking of the Website of the Client in the Search Engines. 

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10.6.6. A Search Engine may offer expedited listing services on payment of a fee. If the Client agrees to the use of these services, the Client is liable for the payment of any expedited service fee unless this has been incorporated into the Charges.  

 

10.6.7. A Search Engine or Advertising Network may drop a listing for no apparent or predictable reason. The listing may reappear in the Search Engine or Advertising Network without any further action. If the listing does not reappear within a reasonable period of time BigBox Agency will endeavour to recover the listing in accordance with that Search Engine’s or Advertising Networks current policies. 

 

10.6.8. The Client accepts that if they independently make changes to their website without the input of BigBox Agency that they may affect search engine placements; following these independent changes, if additional work is needed to recover ranking position this will be subject to a separate quotation. 

 

10.6.9. BigBox Agency cannot be held financially liable in anyway with regard to the Client's website ranking on the search engines. BigBox Agency shall have no liability for any losses or damages which may be suffered by Client (or any person claiming under or through Client), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:  

• loss of profits;  

• loss of anticipated savings  

• loss of business opportunity;  

• loss of or goodwill;  

• loss of or damage to data; 

 

10.6.10. BigBox Agency cannot be held responsible for anything adversely affecting the Client’s business operation, sales, or profitability that might be claimed is a result of a service offered by BigBox Agency.

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10.6.11 notwithstanding the Services, the Website’s Search Engine results page rankings and traffic levels may decrease as well as increase; 

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10.6.12 the Promotion of the Website may lead to higher traffic levels and bandwidth requirements for the Website, and the Client will be responsible for arranging and paying for such requirements; 

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10.6.13 Search Engine Optimisation site promotion is an ongoing task and, should the Client terminate the Agreement and/or stop promoting the Website, that would be likely to have a negative impact upon the effects of the Services; 

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10.6.14 it is not possible to give any guarantees for any specific result on the Search Engine, nor can BigBox Agency quantify the level of increased traffic or sales or give any guaranteed positioning as a result of the Services; and 

 

10.6.15 BigBox Agency does not own or control any directories to which the Website may be submitted, and no refunds will be given in the event of any refusal to include the Website in any directory database. 

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10.7. Paid Ads

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10.7.1. PPC: Pay-Per-Click, which is defined as setting up and helping to make Pay-Per-Click advertising campaigns more efficient. 

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10.7.2. BigBox Agency aims to maximise the interaction with the Client’s website based on agreed goals, however the performance of the Service(s) does not guarantee specific results. The Client will bid for the ranking or a listing which appears in the Search Results generated by BigBox Agency in response to a Search Term closely matching the subject of the search listing. The amount of the Client’s bid determines the ranking of their listing in a search results list.

 

10.7.3. Paid Ads may be subject to the individual Advertising Network’s policies and procedures, such as: Google Ads, Facebook Ads, Instagram Ads, LinkedIn Ads, Twitter Ads, etc. Each edit or change made to such policies and procedures may affect the Campaign and the Client acknowledges that this is outside the control of BigBox Agency. BigBox Agency will endeavour to rectify any negative affects on the Campaign arising from an edit or change to these policies and procedures.

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10.7.4. The Client agrees to pay Google based on the cost of click-throughs by users on a search listing, and also agrees to pay monthly management fees to BigBox Agency.

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10.7.5. BigBox Agency shall invoice the Client for the management and/or set up costs. The Client shall be responsible for ensuring that adequate budget is available to carry out the Service(s) and agrees to be billed directly by Google, Facebook or other advertising providers for their charges.

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10.7.6. Unless otherwise agreed in the Agreement, BigBox Agency does not guarantee the placement of the Client’s advertising, its availability or availability related to the fund’s in the Client’s account with the Advertising Network.

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10.7.7. BigBox Agency will use all reasonable endeavours to keep the Client informed of any changes to Third Party Resources, industry practice or any other changes that BigBox Agency is made aware of which may impact the Campaign and the provision of the Services. However, BigBox Agency may not become aware of such changes.

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10.7.8. An Advertising Network or Search Engine may drop a listing for no apparent or predictable reason. The listing may reappear in the Advertising Network or Search Engine without any further action. If the listing does not reappear within a reasonable period of time BigBox Agency will endeavour to recover the listing in accordance with that Search Engine’s or Advertising Networks current policies. 

 

10.7.9. BigBox Agency accepts no responsibility for any detrimental effect on the PPC campaign(s) which results from search engine policies, functionality or service, any activity by the Client or any third party including, but not limited to, fraudulent activity or alterations made to the Client’s website or advertising copy.

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10.7.10. Pay-Per-Click services are provided with no warranty with respect to the number of click-throughs per search listing which will be delivered and BigBox Agency will not be liable for any delay in changing any bid by the Client

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10.8. Link Placement

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10.8.1. BigBox Agency has no control over webmasters with respect to the continuation of link and/or content placements now or in the future. The link and/or any content may be taken down from the website at any time for no apparent or predictable reason and at the sole discretion of the webmaster. Unless otherwise agreed in the Agreement, BigBox Agency does not guarantee the placement or availability of any link and/or content.

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10.9.  Social Media Marketing

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10.9.1. Social Media Marketing/Management which is defined as helping the Client to promote their products or services through the variety of social media channels such as: Facebook, Instagram, Twitter, LinkedIn, YouTube, Twitter or Pinterest;  

 

10.9.2. BigBox Agency has no control over the policies of Facebook, Twitter, YouTube, LinkedIn, Instagram, Pinterest, and all other social media channels being utilized for campaigns. BigBox Agency has no say with respect to the type of content that social media channels accept now or in the future. 

 

10.9.3. BigBox Agency shall not be responsible for profiles or their content streams dropped or excluded by a search engine or social media site for any reason. 

 

10.9.4. BigBox Agency reserves the right to edit or amend any content on any social media channels that it considers to be offensive, unlawful or inappropriate, or which appear to infringe the intellectual property rights of any third party. 

 

10.9.5. The Client may request that BigBox Agency make changes to any content or postings at any time in writing, and BigBox Agency may levy reasonable additional charges for such work. 

 

10.9.6. The Client acknowledges that BigBox Agency makes no warranty that the Social Media campaign will generate any increase in sales, business activity, profits or any other form of improvement for the business of the Client or any other purpose. 

 

10.9.7. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to BigBox Agency for inclusion in any campaigns are owned by the Client, or that the Client have received permission from the rightful owner(s) to use each of the elements. 

 

10.9.8. No liability whatsoever (except as provided by law) will be accepted by BigBox Agency for any damages or losses arising from or as a consequence of the provision of the Services or any other act or default on the part of BigBox Agency or of any consultant, agent or contractor of BigBox Agency in relation to this agreement and the Services unless the same occurs because of the negligence of BigBox Agency, its consultants, agents or contractors in which case liability is limited to resupplying the Services again or a refund of the fees paid by the Client in the previous 1 month as elected by BigBox Agency. 

 

10.9.9. The Client recognises that it is not practical for BigBox Agency to notify the Client of each posting that it makes on behalf of the Client on any/all social media channels and the Client agrees that this is unnecessary. 

 

10.9.10. BigBox Agency shall not be responsible for any errors in any postings or any unsatisfactory Service(s), which are not notified in writing to it, nor for any errors which are approved by or are the fault of the Client or any third party. 

 

10.9.11. BigBox Agency reserves the right to reject or discontinue the social media services where we are unable to provide the services due to technical, ethical, legal, or other matters. Where applicable, BigBox Agency will refund your money for any services not yet rendered. 

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10.10 BigBox Agency does not guarantee that BigBox Agency’s search listings will be available or displayed. The format and style of the Clients’s listing may vary and BigBoxAgency makes no representations as to the format and style of search listings.

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