McAllister Digital – Web Marketing Terms

Please read these Web Marketing Terms carefully. They outline the legal rights and obligations between McAllister Digital (“the Company”) and you (“the Customer”) in relation to our web marketing services.

1. Definitions and Interpretation

1.1 In these Terms:

• “Affiliate” refers to any company, firm, or individual that directly or indirectly controls, is controlled by, or shares common control with another.
• “Agreement” means the contract between the Company and the Customer, which includes these Terms, the Proposal, and any amendments.
• “Business Day” refers to any weekday, excluding public holidays in England.
• “Business Hours” means 9:00 AM to 5:00 PM on a Business Day.
• “Charges” are the fees payable by the Customer to the Company, calculated as per Clause 7.
• “Company” refers to McAllister Digital, located at 71-75 Shelton Street Covent Garden London WC2H 9JQ.
• “Confidential Information” includes:
  (a) Information labeled as “confidential,” described as such, or reasonably understood to be confidential.
• “Control” means the authority to manage an entity, whether directly or indirectly.
• “Customer” is the individual or business engaging the Company’s services, as defined in the Proposal.
• “Effective Date” is the date when the Company starts the campaign after the Customer accepts the Proposal and these Terms.
• “Force Majeure Event” includes events beyond reasonable control, such as internet outages, cyberattacks, legal changes, natural disasters, or industrial disputes.
• “Rate” means the fees specified in the Proposal and updated with 30 days’ written notice after the Minimum Term.
• “Intellectual Property Rights” includes all IP rights worldwide, whether registered or not (e.g., copyrights, patents, trademarks, and trade secrets).
• “Minimum Term” refers to the initial period starting on the Effective Date.
• “Personal Data” has the meaning defined in the Data Protection Act 2018 and GDPR.
• “Proposal” outlines the scope of services and agreement details.
• “Services” covers the marketing services provided, as defined in Clause 3.
• “Term” refers to the agreement duration.
• “Website” means the website(s) specified in the Proposal.
• “Year” refers to 365 days (or 366 in leap years) from the Effective Date or any contract anniversary.

1.2 References to laws include amendments and related regulations.

1.3 Headings are for reference only and do not affect interpretation.

1.4 General terms are not limited by specific examples provided in this Agreement.

2. Agreement Term

This Agreement starts on the Effective Date and lasts for the Minimum Term. It will automatically renew for the same duration (“Renewal Term”) unless either party provides written termination notice, per Clause 13.

3. Services

3.1 From the start date, McAllister Digital will promote the Website using services such as:

(a) Website modifications (e.g., editing text, images, meta-tags, and structure).
(b) Paid and unpaid submissions to search engines or directories.
(c) Publishing content on other websites.
(d) Drafting and distributing press releases.
(e) Arranging online advertising (e.g., pay-per-click, banner ads).
(f) Implementing affiliate marketing.
(g) Managing email marketing campaigns.
(h) Employing other promotion techniques, known or emerging.

3.2 The Company will provide monthly reports detailing activities performed for the Website.

3.3 For Website Hosting Services provided via third-party hosting, the Customer:

• Assumes full responsibility for compliance with data protection laws (e.g., GDPR).
• Retains sole responsibility for safeguarding personal data.
• Acknowledges that McAllister Digital does not act as a data controller or processor, even with limited access to hosting environments.
• Must implement adequate security measures to protect stored or processed data.
• Accepts liability for breaches or incidents related to such data.

 

4. Customer Responsibilities

4.1 The Customer agrees to provide McAllister Digital Ltd (“the Company”) with:
(a) Access to and permission to make necessary changes to paid media platforms.
(b) Support in identifying appropriate keywords and phrases for the Services.
(c) Direct access to analytical data about the Website, including referral sources, visitor activity, Website usage, and conversion rates.
(d) All reasonable cooperation, information, and documentation required for the Services.

4.2 The Customer is responsible for securing any third-party cooperation necessary for the provision of the Services.

4.3 The Customer must obtain appropriate licenses for third-party software (e.g., email client software) required for full use of the Services.

5. Legality

5.1 The Customer must not use the Website:
(a) To host, store, transmit, or process any material; or
(b) For any purpose
that is unlawful, fraudulent, or in violation of applicable laws, regulations, or third-party rights, or that could expose the Company, the Customer, or others to legal action.

5.2 The Customer warrants that any marketing list provided to the Company complies with all relevant laws and regulations, including the Data Protection Act 2018 and GDPR. Use of such lists by the Company as instructed by the Customer must not:
(a) Breach any applicable laws.
(b) Infringe third-party rights.
(c) Lead to any legal claims against the Company, the Customer, or others.

5.3 If the Company reasonably suspects a breach of this Clause, it may suspend the Services and/or Customer access while investigating.

5.4 A breach of this Clause will be considered a material breach of the Agreement.

5.5 The Customer agrees to indemnify the Company against all costs, damages, losses, and liabilities arising from any breach (or alleged breach) of this Clause.

6. Intellectual Property Rights

6.1 The Customer grants the Company a non-exclusive license to access and use the Website as required to fulfill the Agreement.

6.2 All Intellectual Property Rights in works created by the Company while delivering the Services will remain the property of the Company. Where the Website is modified, the Company grants the Customer a royalty-free, non-exclusive license to use those modifications on the Website.

7. Charges and Payment

7.1 The Customer will pay the Company:
(a) A monthly fee as outlined in the Proposal; plus
(b) Any expenses incurred during the provision of the Services, charged at cost.

7.2 Charges for Services in any period will not exceed the monthly fee specified in the Proposal.

7.3 If the Customer reduces or ceases their paid media budget during their term, Charges will still apply.

7.4 The Company will issue invoices monthly in advance unless specified otherwise in the contract.

7.5 The Customer must pay invoices within 30 days of issuance. Customers with insufficient credit ratings will be placed on zero-day invoicing terms and must complete a direct debit mandate to pay Charges upfront.

7.6 Charges are exclusive of VAT unless otherwise stated.

7.7 Payments must be made by direct debit, bank transfer, or cheque using the payment details provided by the Company.

7.8 If the Customer fails to pay amounts due:
(a) The Company may claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
(b) Services may be restricted, reduced, or ceased until outstanding amounts are paid.
(c) Repeated defaults may require the Customer to pay via Direct Debit and complete a mandate at the Company’s request.

7.9 The Company will:
(a) Document and retain records of all expenses.
(b) Retain these records for three months after the Agreement ends.
(c) Provide these records to the Customer within 30 Business Days upon written request.

8. Warranties

8.1 The Customer warrants to McAllister Digital Ltd that it has the legal right and authority to enter into and perform its obligations under the Agreement.

8.2 McAllister Digital Ltd warrants to the Customer:
(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement; and
(b) that it will perform its obligations under the Agreement with reasonable care and skill.

8.3 The Customer acknowledges that:
(a)  website promotion and paid media campaigns are an ongoing task, and should the Customer terminate the Agreement and/or stop promoting the Website, it is likely to negatively impact the effects of the Services;
(b) McAllister Digital Ltd will not be responsible for any alterations to the Website made by the Customer or any third party that reverse or affect changes made to the Website by McAllister Digital Ltd as part of the Services;
(c) the promotion of the Website may lead to higher traffic levels and bandwidth requirements for the Website, and the Customer will be responsible for arranging and paying for such requirements; and
(d notwithstanding the Services, the Website’s search engine results page rankings and traffic levels may decrease as well as increase.

8.4 McAllister Digital Ltd does not warrant that any particular results will be achieved through the Services. Where McAllister Digital Ltd indicates specific targets it will attempt to meet, such targets are not warranted, and failure to meet them will not constitute a breach of the Agreement.

8.5 All parties’ liabilities and obligations concerning the subject matter of the Agreement are expressly set out in its terms. To the maximum extent permitted by applicable law, no other terms will be implied into the Agreement or any related contract.

9. Limitations and Exclusions of Liability

9.1 Nothing in the Agreement will:
(a) limit or exclude liability for death or personal injury resulting from negligence;
(b) limit or exclude liability for fraud or fraudulent misrepresentation;
(c) limit any liability that cannot be limited under applicable law; or
(d) exclude liability that cannot be excluded under applicable law.

9.2 The limitations and exclusions of liability in this Clause 9 and elsewhere in the Agreement:
(a) are subject to Clause 9.1;
(b) govern all liabilities arising under the Agreement or in relation to its subject matter, including liabilities arising in contract, in tort (including negligence), and for breach of statutory duty; and
(c) will limit and exclude liability under the express indemnities set out in the Agreement.

9.3 McAllister Digital Ltd will not be liable for any loss of profits, income, revenue, use, production, or anticipated savings.

9.4 McAllister Digital Ltd will not be liable for any loss of business, contracts, or commercial opportunities.

9.5 McAllister Digital Ltd will not be liable for any loss of or damage to goodwill or reputation.

9.6 McAllister Digital Ltd will not be liable for any loss or corruption of data, databases, or software.

9.7 McAllister Digital Ltd will not be liable for any special, indirect, or consequential loss or damage.

9.8 McAllister Digital Ltd will not be liable for losses arising out of a Force Majeure Event.

9.9 Each party’s liability in relation to any event or series of related events will not exceed the greater of:
(a) £1,000.00; and
(b) the total amount paid or payable by the Customer to McAllister Digital Ltd under the Agreement during the 12-month period immediately preceding the event(s) giving rise to the claim.

9.10 Each party’s aggregate liability under the Agreement will not exceed the greater of:
(a) £1,000.00; and
(b) the total amount paid or payable by the Customer to McAllister Digital Ltd under the Agreement.

10. Data Protection

10.1 The Customer warrants that it has the legal right to disclose all Personal Data that it discloses to McAllister Digital Ltd under the Agreement, and that the processing of that Personal Data by McAllister Digital Ltd under the Agreement will comply with applicable laws (including the Data Protection Act 2018 and the General Data Protection Regulation (GDPR) (EU) 2016/679).

10.2 Where McAllister Digital Ltd provides services as a data processor on behalf of the Customer, it will comply with data processor requirements under the GDPR.

10.3 McAllister Digital Ltd warrants that:
(a) it will act only on the Customer’s instructions regarding the processing of any Personal Data; and
(b) it has implemented appropriate technical and organisational security measures to protect Personal Data from unlawful processing, loss, or corruption.

11. Confidentiality

11.1 Each party will keep confidential the other party’s Confidential Information and disclose it only as permitted by this Clause 11.

11.2 Confidential Information will be protected with at least reasonable security measures.

11.3 Confidential Information may be disclosed to employees and professional advisers of the receiving party, provided they are legally bound to maintain its confidentiality.

11.4 Confidentiality obligations will not apply to information that:
(a) is publicly available (not due to a breach of the Agreement);
(b) was known to the receiving party prior to disclosure; or
(c) is required by law or regulation to be disclosed.

12. Publicity

McAllister Digital Ltd reserves the right to use the Customer’s name and website address in promotional material unless a written request for confidentiality is provided.

13. Termination

13.1 Either party may terminate the Agreement by giving at least 30 days’ written notice. Written notice given during the Minimum Term or Renewal Term will only take effect upon expiry of that term.

13.2 Either party may terminate the Agreement immediately with written notice if the other party:
(a) becomes insolvent, is dissolved, or undergoes similar proceedings; or
(b) (if an individual) becomes incapable of managing their own affairs.

14. Effects of Termination

14.1 Clauses intended to survive termination (e.g., 1, 5.5, 7.7, 9, 11, 14, and 15) will remain in effect.

14.2 Termination will not affect accrued rights (e.g., payment obligations) as of the termination date.

14.3 If terminated under Clause 13.2, the Customer will not owe fees for post-termination Services.

14.4 No refunds will be issued upon termination except as explicitly outlined.

15. General Provisions

This section remains largely unchanged, with “Company” replaced by McAllister Digital Ltd, ensuring all legal terminology and jurisdiction references are consistent with the laws of England and Wales.