Terms & Conditions

Nudge It Budge It Move It will provide the service of website promotion as agreed in the Letter of Engagement attached to this Agreement (also referred to as ‘the Services’).

Nudge It Budge It Move It in making recommendations, delivering services and undertaking any other agreed activities give no warranties or guarantee as to the Services or the results of any kind whatsoever.

Search engine protocol is continually evolving and as a result of re-indexing may result in Client’s website ranking lower for a minimal period before increasing in ranking.

All warranties, conditions and other terms implied by statute or common law are to the fullest extent permitted by law excluded from this Agreement.

3.0        Exclusivity

Nudge It Budge It Move It will provide client exclusivity over agreed website promotion services as defined by the client’s service description and geographic area.  This exclusivity will be limited to the duration of agreement.

4.0        Scope

Any additional activities of services recommended to or requested by the Client will be in addition to the original agreed Services and scope of the project (as set out in the Letter of Engagement) and will be subject to a revision by Nudge It Budge It Move It to the fees and expenses and timescale.  This revision will also apply if there have been omissions in the original brief by the Client which subsequently requires additional work to meet the project objectives.

5.0        Commencement

Completed direct debit forms or an initial payment by BACS or cheque will be required in advance of the provision of the Services.

6.0        Fees

The fees for the Services shall be as set out in the Letter of Engagement attached to the Agreement.

All fees are exclusive of Value Added Tax (at prevailing rate) and any other applicable duties and taxes that are payable in addition.

All fees are exclusive of expenses which shall be invoiced directly to the Client at regular intervals during the provision of the Services to the Client.  For the avoidance of doubt, expenses shall include, without limitation, travel expenses, accommodation costs and subsistence and living allowances whilst travelling.

7.0        Payment

All payments due shall be payable by direct debit to the nominated account of Nudge It Budge It Move It.  No payments shall be deemed made until received in full in cleared funds.

Nudge It Budge It Move It will reserve the right to add an administrative fee of £50 to any reclaimed direct debits to cover any expenses and administration.

All payments will be due within thirty days of date of invoice (unless agreed in advance in writing and signed by Nudge It Budge It Move It).

Nudge It Budge It Move It understands and will exercise our statutory right to claim interest and compensation for debt recovery costs pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, as amended and supplemented by the Late Payment of Commercial Debt Regulations 2002 if we are not paid according to agreed credit terms.

Without prejudice to any other rights of Nudge It Budge It Move It, payments outstanding after the agreed due date will be liable to interest at 8% above the prevalent Bank of England base rate for every day (or part week) after the due date until payment is received in full and cleared funds (whether before or after judgment).

Time for payment shall be of the essence and Nudge It Budge It Move It reserves the right to suspend or cease the provision of further Services in the event that payment of the fees is not received in full by the due date, and to retain any assets produced on behalf of the Client.  Nudge It Budge It Move It  reserves the right to terminate the Agreement without notice in the event that any payments due under this Agreement are outstanding, whether formally demanded or not.

The Client shall make all payments due under the Agreement in full without any deduction whether by way of set-off, counterclaim, discount or otherwise unless agreed in writing by Nudge It Budge It Move It.

Nudge It Budge It Move It reserves the right to ask for a refundable deposit if a client request for our services exceeds their credit limit.

8.0        Renewal

All agreements will be automatically renewed for a period of twelve months unless the Client advises in writing thirty days prior to the end of the agreement that they wish not to renew.

Renewal notices outlining any variation in fees or in terms and conditions will be communicated to Clients approximately six weeks prior to the end of the current agreement.

9.0        Time

Time for delivery of the Services shall not be of the essence and shall not be made of the essence by the giving of notice.  The timeframe for delivery of the Services shall be as set out in the Letter of Engagement as attached to the Agreement.

Nudge It Budge It Move It reserves the right to make amendments to the Letter of Engagement throughout the provision of the Services, such amendments subject to agreement between the parties and revision of fees and expenses if necessary.

10.0     Third Party Suppliers

In order to provide the Services, Nudge It Budge It Move It may recommend specialist third party suppliers (including, but not limited to, website designers and graphic designers) (‘the Third Party Suppliers’).  Nudge It Budge It Move It will make such recommendations on the basis of a number of considerations, including but not limited to, costs, quality, efficiency, previous experience.  By giving a recommendation Nudge It Budge It Move It gives no guarantee as to the quality or level of service to be provided by the Third Party Supplier and accepts no responsibility or liability for the acts, omissions defaults or neglect of any such Third party Supplier.

Nudge It Budge It Move It gives no guarantees in relation to the goods and services supplied by Third Party Suppliers, but undertakes as far as possible, to pass the benefit of any warranty or guarantee given by any Third Party Supplier to the Client.

11.0     Cancellation

The Client may cancel or terminate the Agreement upon providing ten working days’ written notice to Nudge It Budge It Move It.  Upon cancellation or termination the Client will remain liable for all outstanding fees as per the original period of the agreement.

Upon cancellation or termination all outstanding payments will be due within five working days of the date of termination.

Nudge It Budge It Move It reserve the right to remove all clients’ details from any leased site provided by Nudge It Budge It Move It with immediate affect following any cancellation due to dispute, non payment or non-renewal of the agreement.

Upon cancellation by the Client, Nudge It Budge It Move It undertakes to attempt to cancel any outstanding Third Party Supplier contracts entered into in connection with the Services.  The Client will be responsible for and will indemnify Nudge It Budge It Move It in relation to any losses incurred by them in relation to the fees under those Third Party Supplier contracts and/or any cancellation or early termination fees incurred.

Nudge It Budge It Move It may cancel this Agreement at any time upon the giving of ten working day’s written notice to the Client, and shall refund the Client for any payments made in advance for Services not yet supplied, but the Client shall not be entitled to a refund for any Services or parts of the Service already supplied.

11.1      Termination

Without prejudice to any other rights or remedies, the Supplier may terminate the contract without liability to the Customer immediately on giving notice to the Customer if:-

a) the Customer fails to pay any amount due under the Contract on the due datefor payment and remains in default not less than 7 days after being notified in writing to make such payment; or

b) the Customer commits a material breach of any of the terms of the Contract; or

c) any distress, execution or process is levied upon any assets of the Customer; or

d) the Customer is declared bankrupt, or making an arrangement with or for the benefit of his creditors; or

e) the Customer makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to Court of competent jurisdiction from its creditors or an administration or winding up order is made for

an administrator or receiver is appointed in relation to the Customer.

12.0     Limitation of Liability

This clause sets out the total liability (including any liability for acts, defaults, neglect or omissions) of Nudge It Budge It Move It in respect of any breach of the Agreement and the entire liability of Nudge It Budge It Move It in respect of any tortuous statement, act or omission (including negligence) arising in connection with the provision of the Services.

Nothing in this Agreement shall exclude or limit the liability of Nudge It Budge It Move It for death or personal injury caused by its negligence and/or for any matter for which it would be illegal to attempt to exclude or limit liability and/or for fraud or fraudulent misrepresentation.

Nudge It Budge It Move It’s total liability in contract, tort (including for negligence) misrepresentation, restitution or otherwise arising in connection with this agreement and the provision of the services shall be limited to the fees paid in cleared funds by the client.

The Client acknowledges that Nudge It Budge It Move It shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise – whether direct, indirect or consequential – or any claims for consequential compensation however caused which arise in connection with this Agreement and the provision of the Services.

13.0 Sub Leasing

The Client agrees not to sub lease any site or sell on any leads gained from any site promoted or developed by Nudge It Budge It Move It.

14.0     Marketing

The Client agrees to allow its business or company and product(s) name and / or branding to be used in marketing activity undertaken by Nudge It Budge It Move It.  Any request to refuse the use of names or branding needs to be made in writing.

15.0     Intellectual Property

All rights over research, methodology, proposals and documentation produced in relation to the project(s) remain with Nudge It Budge It Move It whether they exist with the Client or Nudge It Budge It Move It.

16.0     Variation

No variation of this Agreement will be valid unless it is in writing and signed by the authorised representatives of the parties.

17.0     Assignment

Nudge It Budge It Move It may assign its rights or obligations under the Agreement or any part of them, to any person, firm or company.

The Client is not entitled to assign its rights or obligations under the Agreement, or any part of them, without the express written consent of Nudge It Budge It Move It.

18.0     Severability

If any provision of this Agreement is found by any court or body of competent jurisdiction to be wholly or partly invalid, illegal, void, unenforceable or unreasonable, it shall to the extent of that invalidity, illegality, voidness, unenforceability or unreasonableness be deemed to be severed from the Agreement and the remainder of the provision and Agreement shall continue in full force.

19.0     Waiver

Any failure or delay by Nudge It Budge It Move It to enforce any provision of this Agreement shall not be construed as a waiver of any of its rights under the Agreement and any waiver of any breach by the Client shall not be considered a waiver of any subsequent breach or default by the Client.

20.0     Third Parties

The parties to this Agreement do not intend that any provision shall be enforceable by any person not party to it by virtue of the Contracts (Rights of Third Parties) Act 1999.

21.0     Governing Law

The formation, existence and performance of this Agreement is governed by the Laws of England andWalesand the parties irrevocably submit to the exclusive jurisdiction of the Courts of England andWales.

22.0     Notices

Any notices to be sent under this Agreement should be sent in writing to the address of the other party as listed at the start of this Agreement (or as notified to the parties from time to time) and shall be deemed delivered two working days after posting (excluding bank holidays) if sent by post or on the day of delivery if delivered by hand.

23.0     Entire Agreement

These terms and conditions and the purchase order (if any) shall constitute the entire agreement between the parties, and any statements, representations or warranties made orally prior to the formation of the Agreement do not form part of the Agreement unless an authorised representative of Nudge It Budge It Move It specifically confirms the same in writing when the Agreement is entered into.

24.0     Agreement

The Client understands and agrees to the above provisions and wishes to engage Nudge It Budge It Move It to provide the Services.

24.1

The Contract shall be governed by English & Welsh Law and parties submit to the exclusive jurisdiction of the English & Welsh Courts.

Full Terms and Conditions available on request.