Terms of Business - True Green Marketing

The following terms and conditions apply to any or all of the services offered by True Green Marketing Ltd. These terms and conditions are subject to change from time to time. We will inform you of any change to our terms and conditions and any updates will be posted here.

Definitions

Client or Customer means the person with whom ‘True Green Marketing Ltd’ makes the contract. The client or customer also includes individuals who represent a group a business or organisation and appear to act with reasonable authority.

Domain name refers to all domains either registered through us or transferred to us.
Hosting refers to any website hosted on our servers and includes the provision of e-mail services.
Design refers to any work we do on a client’s web site.
SEO is Search Engine Optimisation.
We refers to ‘True Green Marketing Ltd’.

Responsibilities of True Green Marketing Ltd

We agree to provide services in accordance with these terms and conditions and that of our suppliers.
We provide these services in accordance with industry and government guidelines.
We will apply the necessary skills and expertise in order to deliver a highly professional and efficient service.
We will endeavour to work with any timescales agreed between True Green Marketing Ltd and the client, provided that the client has provided all of the necessary information and materials to complete or progress with the service.
In the unlikely event that we are unable to meet a deadline, for example through staff illness or circumstances beyond our control, we will endeavour to inform the client in advance.

Client Responsibilities

The client shall be responsible for providing any required materials or information in respect of the services they purchase.
A contract has been entered into when the client orders a service and agrees to pay any required deposit in advance or upon receipt of an invoice. The full amount becomes due upon completion of the service (or at agreed intervals for ongoing services).
The client shall make sure that they have access to any necessary computing facilities and adequate IT skills in order to access our services on the internet, configure and use e-mail and provide any necessary information and materials to us in the required format. We shall, however, at our discretion, help clients who are not IT literate or do not have a computer to access and use our services.

Domain Name Registration

True Green Marketing cannot guarantee that the domain name a Client applies for will be available for registration.
True Green Marketing accepts no responsibility in respect of the use of a domain name by the Client and any dispute between the Client and any other individual or organisation regarding a domain name must be resolved between the parties concerned and True Green Marketing will take no part in any such dispute.
Once the Client enters a contract with True Green Marketing to purchase a domain name we will either request payment in advance of registration of the domain name or invoice the Client immediately. If the domain is included in a website package then the Client may be required to pay a deposit to cover the cost of the domain before work on the website progresses.
True Green Marketing will not be held liable for any losses directly or indirectly caused by non re-registration of domains for whatever reason. True Green Marketing will attempt to contact the owner of the domain name in advance, via the administrative e-mail address as supplied, in order to give the option to renew the registration through True Green Marketing.
True Green Marketing will require at least three days notice for the transfer of a domain name from its server. However, True Green Marketing reserves the right to withhold a domain transfer where fees are outstanding.
True Green Marketing cannot be held responsible for the transfer of domain names to its server. This responsibility lies with the client to request the transfer, although True Green Marketing may assist where required.
The registration of the domain name and its ongoing use is subject to the relevant naming authority’s terms and conditions of use and the Client is responsible for ensuring that it is aware of those terms and conditions and can and does comply with them. For Nominet terms visit www.nominet.org.uk and for Icann terms visit www.icann.org.

Website Design

Any sample proposal designs are subject to change. True Green Marketing will continue to liaise with the client to ensure that they are satisfied with the design, layout and structure of the website.
Clients can make changes to a web design during development within reason, but may be subject to further costs at True Green Marketing’s standard rates where changes are beyond what True Green Marketing considers reasonable.
Timescales supplied are subject to change although True Green Marketing will endeavour to inform the client of any changes in advance.
Any delays by the Client after True Green Marketing feels the site has been built with all the information supplied but no further information or contact has been made will result in the issue of an invoice to cover all work up to that date.
True Green Marketing will endeavour to professionally design any website in accordance with current industry standards available at the time. This shall include optimising the website for search engine performance and submitting the website details to Google. However, True Green Marketing shall not be responsible for Google’s acceptance or rejection of the website submission or for the performance and ranking of the website in any search engine.
Any form of online advertising does not guarantee extra sales income. True Green Marketing makes no warranties of profit or sales. Advertising costs must be made in advance in full.
True Green Marketing does not guarantee that any website will generate visitors or income. This will depend upon the Client integrating the website into their overall marketing strategy.
It is the responsibility of the Client to check that all data on their website is correct, including but not limited to website forms, email addresses, telephone numbers, social media links and copy. True Green Marketing does not take responsibility for any loss of communication, form submission data or income due to a client not checking their website submission forms and other data at all times. You will be given opportunity to check the website before it goes live, but should check once the website has been published and on an ongoing basis.

Website Hosting/ E-mail

True Green Marketing specifically excludes any warranty as to the accuracy or quality of information received by any person via the Server and in no event shall True Green Marketing be liable for any loss or damage to any data stored on the Server. The Client is responsible for maintaining insurance cover in respect of any loss or damage to data stored on the Server. This does not affect the Client’s statutory rights as a consumer.The Client warrants to True Green Marketing that the website will only be used for lawful purposes. In particular, the Client warrants and undertakes that:
i. they will not, nor will they authorise or permit any other party to, use the Server in violation of any law or regulation, or violation of any of these Terms and Conditions.
ii. they will not knowingly or recklessly post, link to or transmit: any material that is unlawful, threatening, abusive, harmful, malicious, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable in any way; or any material containing a virus or other hostile computer programme;
iii. they will not post, link to or transmit any material that shall constitute or encourage a criminal offence, give rise to civil liability or that violates or infringes any trade mark, copyright, other intellectual property rights or similar rights of any person, firm or company under the laws of any jurisdiction; and the Terms and Conditions contained here.
iv. they will conform to the standards made available by True Green Marketing from time to time and will not themselves, or any of their end users, make excessive or wasteful use of the Server to the detriment the other Clients of True Green Marketing.
v. The Client or its end users will not send any bulk, unsolicited email.
The Client is responsible for sending mail in accordance with any relevant legislation (including data protection legislation) and for sending the same in a secure manner. True Green Marketing will take all reasonable steps to ensure accurate and prompt routing of messages but will not accept any liability for non-receipt or misquoting or any other failure of email.
From time to time email form submissions may be filtered into spam folders or may not be received by the incoming email server. The client is responsible for checking their junk mail and white labelling the IP address of the server to ensure that communication from the server reaches the Client.
True Green Marketing is not responsible for communication between the server and third party email clients. The Client agrees that they have an IT technician to support in the event that communication from the server is not reaching their inbox due to third party software issues.
The Client warrants, undertakes and agrees that:
i. They will keep secure any identification, password and other confidential information relating to their account and will notify True Green Marketing immediately of any known or suspected unauthorised use of the Client account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of password information.
ii. True Green Marketing makes reasonable endeavours to ensure the integrity and security of the Server, however it does not guarantee that the Server will be free from unauthorised users or hackers.
iii. Bandwidth shall be limited to the amount supplied in the service ordered. Bandwidth charges are applied to any Client that exceeds more than 1GB.
True Green Marketing routinely backs up its data held on its web servers. However, True Green Marketing is not responsible for the backup of any files and strongly recommends that the Client maintains backups of any important files or documentation that is critical to their business. Should data be erased due to hardware failure or any other reason, True Green Marketing will not be responsible for any resulting financial loss whatsoever.
True Green Marketing shall use reasonable endeavours to provide continuing availability of the server, email accounts and the services but shall not, in any event, be liable for service interruptions or down time of the server. Many computer faults are beyond the control of True Green Marketing and faults shall be fixed as soon as possible.

Digital Marketing

True Green Marketing Ltd has no control over the policies of Facebook, Twitter, YouTube, LinkedIn and all other social media channels being utilised for campaigns. Further, we have no say with respect to the type of content that social media channels accept now or in the future. We are not responsible in the event that your account is blocked as a result of you violating any policies of any social media platform.
The parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, True Green Marketing cannot guarantee the results of any digital marketing campaign. True Green Marketing represents that in good faith, it shall make every effort to ensure that the Client’s digital marketing is successful, according to agreed goals which may be lead generation or brand awareness.
True Green Marketing 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 Client’s business or any other purpose.
The Client guarantees that any content provided by the Client for the purposes of digital marketing is owned by the Client and does not infringe any copyright laws. True Green Marketing makes every attempt to check unlawful content, however, True Green Marketing cannot be responsible for the Content accessed or made available to others through the Services.
True Green Marketing reserves the right to remove content and accounts containing content that it determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive including that it considers to be libelous, defamatory, obscene, or otherwise objectionable.
True Green Marketing Ltd reserves the right to remove content and accounts containing content that we determine in our sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive including that we consider to be libelous, defamatory, obscene, or otherwise objectionable.
The Client must not upload, post, host, transmit or otherwise make available to others unsolicited email, SMSs, or “spam” messages through the services that True Green Marketing manages on your behalf.
True Green Marketing reserves the right to reject or discontinue social media services where it is unable to provide the services due to technical, ethical, legal, or other matters. True Green Marketing will provide a pro-rata refund in this instance.
True Green Marketing’s charges do not include the cost of any pay per click advertising. The Client agrees to pay this sum directly to Google or the social media platform. The management fee quoted is on top of any sums spent of pay per click or other paid for advertising.
True Green Marketing will not own a Client’s media profiles or accounts. However, True Green Marketing does require full administration rights in order to provide a service. The Client agrees to provide True Green Marketing with the access required in order to provide the service.
True Green Marketing may require the Client to set up personal social media profiles in order to administer business social media pages in conjunction with True Green Marketing. In this instance, the Client confirms that they have adequate computer skills and access to an email address and telephone number in order to do this. True Green Marketing will not ask a Client for access to personal social media pages and will not set these up on the behalf of individuals as this is in violation of the policies of Facebook, Twitter, YouTube, LinkedIn and all other social media channels that True Green Marketing uses.
All posts and material created by True Green Marketing for the purposes of digital marketing are subject to review by the client. True Green Marketing will share all content with the Client prior to publication to ask the Client to check post content for accuracy, grammar (particularly for the spelling of technical and brand specific wording) and that it is in line with the Client’s overall brand identity, mission and values. Where content marketing has been scheduled but not approved by the client for publishing, the Client shall still be responsible for paying for the service. It is the Client’s responsibility to check and approve all content for publication.
True Green Marketing will not purchase followers on behalf of the Client. If the Client purchases followers or acquires followers for its social media accounts in breach of any social media platform’s terms and conditions, True Green Marketing reserves the right to terminate the contract without notice and remove all administration access to said account(s). All fees will be payable for any services provided to the date of termination.
True Green Marketing will manage email campaigns for the Client but are not responsible for maintaining subscriber lists. The Client agrees to adhere to any third-party email client software terms and conditions and that all subscribers have opted in and consented to receive direct communications in line with GDPR.

Managing Client Internal Resources

The Client agrees that True Green Marketing will have the lead and be fully in charge of establishing digital strategy, managing day-to-day work/tasks, and managing all of the current internal digital marketing resources (employees, contractors, etc.).
The Client agrees that all digital resources will report to True Green Marketing on an as-needed basis to implement the program effectively. Resources will be managed, and tasks will be provided to support the digital strategy, day-to-day efforts, and daily management set forth by True Green Marketing and the client’s executive committee.

Authorisation

The Client agrees to give True Green Marketing access to all tools, software, websites, social media, landing pages, accounts, etc., that they will need to access. True Green Marketing will use all reasonable to secure and protect all passcodes. Only authorised representatives of True Green Marketing will be allowed to access passcodes and only on an as-needed basis.

Lawful Purpose

The Client may only use True Green Marketing design services for lawful purposes. Transmission of any material in violation of any international regulation is prohibited. This includes, but is not limited to, copyrighted material, material legally judged as threatening or obscene, pornographic, profane, or material protected by trade secrets. It also includes links or any connection to such materials.

Copyrights and Trademarks

The Client informs True Green Marketing and unconditionally guarantees that any elements of text, graphics, videos, photos, content, designs, trademarks, or other artwork furnished to True Green Marketing for inclusion in web pages, social media, etc. are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements. Client agrees to hold harmless, protect, and defend True Green Marketing from any claim or suit arising from the use of such elements furnished by the Client.

Ownership to Deliverables

True Green Marketing or its partners retain the intellectual rights to all items previously owned by True Green Marketing.
True Green Marketing agrees that all creative content, logos, branding, and any other materials created by the Client or on their behalf during the course of the project will be owned by the Client upon full payment of services. However, True Green Marketing retains the rights to its proprietary systems and processes developed or utilised for the project.
The Client agrees not to copy, reproduce, modify, or distribute the Service Provider’s proprietary systems and processes without prior written consent. Any use of the Service Provider’s proprietary systems and processes without proper authorisation will be considered a breach of this agreement, and the Service Provider reserves the right to seek legal action for any damages incurred.
The Client also agrees to provide the Service Provider with any necessary access to the materials and information required to perform the services under this agreement. The Service Provider will maintain the confidentiality of all proprietary information disclosed by the Client during the course of the project.
Any stock photography, videography, or other licensed media used in connection with the Services provided by True Green Marketing remains the intellectual property of the respective copyright holders or licensors. The Client acknowledges that they are granted a license to use such media strictly for the purpose outlined in this agreement and in accordance with the terms of the relevant license. The Client shall not have any ownership rights in such media, nor shall they use, modify, reproduce, or distribute such media outside the scope of this license.

Work Credit

The Client agrees to allow True Green Marketing to use the client’s name and website for company promotions, online portfolio, past clients list, on social media, in print material, etc., for advertising and promoting True Green Marketing services to other companies.

Assignment of Project

In connection with the Services provided hereunder, True Green Marketing has the right to utilise contractors, third-party companies, and vendors selected by True Green Marketing at its sole discretion (each a Vendor) to complete or support the completion of the work at hand. Purchased work from vendors shall be made under the terms True Green Marketing deems acceptable (vendor terms) at its sole discretion. True Green Marketing will be responsible for all costs associated with the Vendor unless the cost is provided to True Green Marketing and the Client agrees in writing to pay the said cost.

Non-disclosure

True Green Marketing, its employees and subcontractors agree that except as directed by the Client, it will not at any time during or after the term of this agreement disclose any non-public Confidential Information to any person whatsoever. Likewise, the Client agrees not to convey any non public confidential information obtained about the True Green Marketing to another party.

Performance Liability

True Green Marketing cannot guarantee the results that may be provided from our work. True Green Marketing represents that in good faith, it shall make every effort to ensure that the Client’s digital marketing is successful, according to agreed goals which may be lead generation or brand awareness.
True Green Marketing does not warrant that the functions supplied by its work, web pages, digital marketing, consultation, advice, or work will meet the Client’s requirements or that the operation of the work/deliverables will be uninterrupted or error-free. The Client is responsible for proofreading any work, testing web forms and ensuring that all digital marketing copy is correct prior to publication.
In no event will True Green Marketing be liable to the Client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential, or special damages arising out of the operation of or inability to operate these digital marketing services or website(s), even if True Green Marketing has been advised of the possibility of such damages.

Pricing

Pricing is based on the current scope of work. If additional services are required or there is a major change in the scope of work, True Green Marketing reserves the right to adjust our pricing. If the travel required to fulfil these services is more than 50 miles, True Green Marketing reserves the right to request reimbursement for expenses incurred. All expenses must be pre-approved by the Client.
True Green Marketing may require certain tools/software/services to support the production of any material. The Client agrees to be responsible for all such tools/software costs once or monthly. True Green Marketing agrees that it will not purchase or subscribe to such software without pre-approval from the Client.

Payment

A deposit will be required at True Green Marketing’s discretion. Unless otherwise specified in writing, this deposit will constitute 50% of the first invoiceable sum which will initiate works to be carried out by True Green Marketing. This will be due before the commencement of any work so we can pay to set up your services and undertake the initial work. This is a non-refundable fee. If, for whatever reason, you decide not to complete the project/design as quoted, the deposit will not be repaid.
Final Payments will be due by the Invoice Due Date and no later than 28 days thereafter. In the unusual instance that a client is not entirely satisfied, they will give us adequate feedback and time to amend the website to their satisfaction.
All charges/fees payable by you to us for the Services ordered shall be in accordance with the relevant scale of charges and rates published from time to time on our website and in the manner for the time being prescribed by law and shall be due as indicated on the invoice. Under no circumstances is it payable later than twenty-eight (28) days of receipt of our invoice. Late payments are subject to interest and further costs. Daily interest on late payments is charged at the Bank of England’s base lending rate for the period beginning on the date on which payment is due and ending on the date on which payment is made.
If the Customer does not pay a bill, True Green Marketing may instruct a debt collection agency to collect payment (including any interest and/or late payment charges) on its behalf. If True Green Marketing instructs an agency, the Client must pay True Green Marketing an additional sum. This will not exceed the reasonable costs we have to pay to the agency, who will add the sum to the Customer\’s outstanding debt on our behalf.
If any sum owed by the Client to True Green Marketing under this Agreement or any contract with True Green Marketing is not paid by the due date, we may deduct this sum from any payment or credit due to the Customer under this Agreement or any other contract with True Green Marketing.

Complaints

The Client agrees to provide True Green Marketing with a reasonable timeframe to address any complaints or issues relating to the Services before electing to terminate this Agreement. The Client must notify True Green Marketing in writing of the specific nature of the complaint, and True Green Marketing shall be afforded a period of no less than thirty (30) days from the date of receipt of such notice to resolve the complaint to the Client’s reasonable satisfaction. Domain Names cannot be refunded under any circumstances.

Term of Agreement

The Client agrees that this agreement constitutes a rolling agreement, subject to the following notice periods by either party:

Website Hosting and Maintenance: This service will automatically renew on a per calendar monthly basis unless either party provides written notice of termination at least one full calendar month before the end of the current billing cycle.

Digital Marketing Services: This service will automatically renew on a three-month basis, unless either party provides written notice of termination at least three calendar months before the end of the current billing cycle.

Should the client wish to transfer the intellectual property ownership, all monies for the remainder of the agreement (prior to the final termination date) will become due (per section 1 of this agreement). The Client agrees to give required access to True Green Marketing to complete its work. True Green Marketing will use all reasonable efforts to provide services for the final 30 days.

Termination: Either party may terminate this agreement by providing written notice to the other party via email.

Notices

Any notice to be given by either party to the other may be sent by either email, fax or recorded delivery to the address of the other party as appearing in this agreement or ancillary application forms or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent or if sent by fax shall be deemed to be served on receipt of an error-free transmission report, or if sent by recorded delivery shall be deemed to be served two days following the date of posting.

Termination due to non-payment or breach of terms and conditions

True Green Marketing may terminate this agreement forthwith if the Client fails to pay any sums due to True Green Marketing as they fall due within 28 days of the final due date.
True Green Marketing may terminate this agreement upon written notice if the Client breaches any of these terms and conditions and the Client fails to correct the breach within seven days following written notice from True Green Marketing specifying the breach, or if the Client’s company goes into insolvent liquidation, or is an individual who is declared bankrupt.
True Green Marketing may terminate a Client account if it cannot resolve any technical issues or server problems within a reasonable time. The Client will receive a refund for the remainder of the contract term, which is limited to one month from the date of termination. However, True Green Marketing will not refund any parts of the service that were used.
True Green Marketing has the right to terminate services without giving a refund and without prior notice if:
i. the Client is consuming True Green Marketing’s time dealing with unwarranted complaints or legal matters or if the Client is endangering the system or overloading the network.
ii. the server is being used for activities that True Green Marketing deems inappropriate.
iii. the server is being used for criminal activities.
iv. the Client is engaging in unauthorised use of IP numbers, flooding, sniffing, netmasks or gateways.

Limitation of Liability

We hereby exclude all conditions, terms, representations (other than fraudulent misrepresentations), and warranties relating to the Services supplied under this agreement, whether imposed by legislation, operation of law, or otherwise, that are not expressly stated in these terms and conditions, including without limitation implied warranties of satisfactory quality and fitness for a particular purpose.
True Green Marketing’s total aggregate liability for any claim arising out of or in connection with the provision of Services shall be limited to the charges paid by the Client for such Services in the ninety (90) day period prior to the date on which the claim arose. True Green Marketing shall not be liable for any indirect, incidental, consequential, or special damages, including, but not limited to, loss of profits, loss of data, or loss of business, whether in contract, tort (including negligence), or otherwise, even if True Green Marketing has been advised of the possibility of such damages.
The Client agrees to indemnify, defend, and hold harmless True Green Marketing, its affiliates, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to (i) the Client’s use of the Services; (ii) any breach by the Client of these terms; or (iii) any third-party claim arising from the Client’s use of the Services.
Nothing in these terms and conditions shall exclude or limit our liability for death or personal injury caused by our negligence or any other liability that cannot be excluded or limited by law.

Force Majeure

Non-performance by either party hereunder, other than an obligation to pay money, shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders, or restrictions, acts of God, or any other reason to the extent that the failure to perform is beyond the control of the non-performing party.

Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales without regard to principles of conflicts of law. The legal jurisdiction for this agreement shall reside in England and Wales, and all legal proceedings shall take place in English Courts.

Entire Agreement

These terms and conditions, together with any document expressly referred to in them, contain the entire agreement between us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings, or proposals, written or oral, between us in relation to such matters.

Revisions to this Agreement will be considered agreed to by True Green Marketing and the Client when requested changes have been signed by both parties.