TERMS & CONDITIONS
TERMS & CONDITIONS
1. DEFINITIONS AND TERMS INTERPRETATIONS
1.1. These terms and conditions include the following definitions unless stated otherwise:
Business Day: Any day (excluding Saturdays, Sundays, and public holidays) when banks in Spain are operational.
Contract: The agreement between the Agency and the Client for Services, as outlined in these Terms and the Order.
Client: The person or business purchasing Services from the Agency, as detailed in the Order.
Force Majeure Event: Any event beyond reasonable control, such as strikes, industrial disputes, utility or transport failures, natural disasters, war, riots, compliance with laws, accidents, equipment breakdowns, fires, floods, storms, or issues with suppliers or subcontractors.
Agency: Refers to c4wdesign, located C/ Villacarrillo 14, 28053 Madrid.
Intellectual Property Rights: Includes all patents, inventions, copyrights, trademarks, business names, trade dress, goodwill, unfair competition rights, design rights, software rights, database rights, moral rights, trade secrets, and any other intellectual property, whether registered or not, along with any applications, renewals, or extensions globally.
Order: The Client’s request for services, made by accepting a quotation or signing up for a package as outlined on the Agency’s website (c4wdesign.com).
‘Order Form’ means a written quotation accepted by the Client, or a completed order form submitted through the Agency website (c4wdesign.com) or which together with these terms and conditions shall form a binding contract.
‘Quotation’ means the written quotation prepared by the Agency which contains its proposals for providing Services to the Clients.
‘Services’ means the services the Agency will provide to the Client as specified in the Order.
‘Specification’ means the description or specification of the Services in the Order.
‘Terms’ means these terms and conditions as updated from time to time by the Agency.
‘VAT’ means value added tax chargeable under English law for the time being and any similar additional tax.
‘White Label Work’ means Services provided by the Agency to a Client who rebrands these services as their own for the benefit of their client.
1.2. Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words which denote a particular gender, they shall be also read to include all genders and vice versa.
1.3. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.
1.4. 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.
2. TERMS AND CONDITIONS
2.1. These Terms apply exclusively to all agreements between the Agency and the Client, overriding any other terms the Client may propose, including those implied by trade, custom, practice, or prior dealings.
2.2. Any changes to these Terms or the Order must be explicitly agreed upon in writing by both the Agency and the Client.
3. CONTRACT
3.1. The Order is an offer by the Client to purchase Services under these Terms. The Client must ensure the Order details and any relevant Specifications are complete and accurate.
3.2. The Order is considered accepted when the Agency issues written confirmation or begins providing the Services after receiving the Order—whichever occurs first. At this point, the Contract is formed.
3.3. The Contract is the complete agreement for the Agency to provide Services and for the Client to purchase them, as per these Terms.
3.4. The Client agrees they have not relied on any statements, promises, or representations by the Agency that are not included in the Contract. Any samples, drawings, descriptions, or advertising from the Agency, including catalogues or brochures, are for illustrative purposes only and do not form part of the Contract.
3.5. A Quotation provided by the Agency is not an offer and is valid for 14 Business Days from the date of issue.
3.6. For White Label Work, the Client acknowledges that the Agency has no contractual relationship or liability with the ultimate client for whom the Client is performing the White Label Work.
4. AGENCY OBLIGATIONS AND WARRANTIES
4.1. The Agency guarantees that it will deliver the Services outlined in the Order with reasonable care and skill, ensuring they align in all significant aspects with the agreed Specification.
4.2. The Agency will make every effort to meet the performance dates specified in the Order; however, these dates are estimates, and time is not critical. The Agency will not be responsible for delays caused by Force Majeure events, the Client’s failure to provide clear delivery instructions, or other necessary details.
4.3. The Agency reserves the right to adjust the Services as needed to comply with applicable laws.
4.4. The Agency may engage a Group Agency or subcontractors to provide the Services but will remain fully responsible for ensuring the Services are performed as if completed directly by the Agency.
5. CLIENT’S OBLIGATIONS AND INDEMNITIES
5.1. The Client must provide the Agency with necessary assistance and technical information in a timely manner to ensure the Order is executed according to any agreed delivery dates or milestones. The Client is solely responsible for ensuring the accuracy of all information provided and guarantees that its employees involved have the required skills and authority.
5.2. The Client must promptly review and approve materials provided under the Services, such as advertising copy, search terms, and graphic content, within the agreed deadlines. The Client is also required to implement requested changes to websites, IT systems, or other relevant areas within the specified timeframe.
5.3. The Client must notify the Agency immediately of any changes to domain names, websites, technical setup, or other critical technical details that could affect the Services.
5.4. If the Client fails to act or provide the necessary materials within the agreed deadline (and at least within 15 Business Days of the Agency’s request), the Agency reserves the right to invoice for the Services already provided and any remaining Services in the Order, regardless of whether delivery was possible.
5.5. Indemnity for Third-Party Claims
The Client agrees to fully indemnify the Agency against any liabilities, costs, or expenses arising from third-party claims due to:
The provision of Services as per the Order or Specification.
The content of the Client’s advertising or web pages, including claims of Intellectual Property infringement, breach of confidentiality or contract, or defamation.
5.6. Compliance with Laws
The Client commits to adhering to all applicable rules, regulations, laws, and codes of practice related to their use of the Services. This includes compliance with the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000, the Competition Act 1998, the E-Commerce Directive, and similar legislation. The Client further agrees to indemnify the Agency against any costs, claims, or proceedings resulting from non-compliance.
5.7. Responsibility for Optimisation Changes
Unless otherwise stated, the Client is solely responsible for implementing the optimisation changes recommended by the Agency. If notified by the Agency, the Client must provide access to their site’s FTP or content management system credentials to allow the Agency to add or adjust keywords as needed.
5.8. Notification of Website Alterations
The Client must provide advance notice of any website changes that could impact the Services provided by the Agency. The Agency is not responsible for any negative effects on search engine rankings resulting from changes made by the Client or third parties.
5.9. Importance of Regular Content Updates
The Agency recommends adding fresh, unique content to the website regularly to maintain and improve search engine rankings. The Client acknowledges that a lack of unique content will reduce the effectiveness of SEO services.
5.10. White Label Work Indemnity and Exclusivity
For White Label Work, the Client agrees to indemnify the Agency against all liabilities, costs, losses, and damages (including direct, indirect, and consequential losses, loss of profit, reputation, interest, penalties, and legal fees) arising from the Client’s agreement with their end client. The Agency also agrees not to directly solicit or establish a similar contractual relationship with the Client’s end client, preserving the exclusivity of the Client’s relationship.
5.11. Additional Charges for Post-Approval Changes
Once the Client approves content or deliverables—such as website designs, social media content/graphics, SEO-related changes, or other services—any further changes requested will incur additional charges. These charges will be calculated at the Agency’s applicable hourly rate, determined at its sole discretion.
6. PRICES
6.1. Pricing and VAT
Unless stated otherwise, all prices are in Euros and exclude VAT and other duties. If duties are introduced or changed after the Order is placed, the Agency may adjust the agreed prices accordingly.
6.2. Third-Party Intellectual Property Licenses
The Client acknowledges that some Services may involve third-party Intellectual Property Rights, requiring the Client to obtain a license directly from the third party. Unless stated otherwise, prices exclude costs for acquiring Intellectual Property Rights for materials used in marketing, such as images and third-party licenses.
6.3. Estimated Pricing Based on Hours
The price in the Order is an estimate based on the anticipated number of hours required for the Services. The final invoice will reflect the actual hours spent at the agreed rate or, if not specified, the Agency’s current hourly rate. The Agency will update estimates and budgets regularly, especially if changes are made to the Order.
6.4. Amendments to Estimates
While the Agency strives for accurate cost estimates, it reserves the right to amend any estimate if an error or omission is discovered.
7. PAYMENT
7.1. Invoicing and Payment Plan
The Agency will invoice the Client monthly for Search Engine Optimisation (SEO) services, with the option for a direct debit payment plan to be set up before work begins. This monthly payment will continue unless the Client terminates the arrangement by providing 30 days’ notice via email or post. For Website Design or Hosting Services, the Client is usually required to pay a non-refundable deposit before work starts. This deposit will be securely held and applied against the Client’s final invoice once the work outlined in the Order is completed.
7.2. Payment Terms
The Client must pay each invoice within 14 Business Days of the invoice date, in cleared funds, as per clause 7.3. SEO services under a monthly direct debit plan will begin once each payment is received. All payments should reference the invoice number. Payments can be made by Direct Debit or Bank Transfer.
7.3. Full Payment Without Deductions
The Client is obligated to pay all amounts due under the Contract in full, without any deductions, withholding, or set-offs, unless required by law. The Client cannot withhold payment for any reason, including claims of credit, set-off, or counterclaim. The Agency may offset any amounts owed to it by the Client against any amounts payable by the Agency to the Client.
7.4. Overdue Payment and Interest
If payment is overdue, interest will be charged on the invoice amount at the statutory rate specified by the Spanish Late Payment Act or at 2% above the base rate of the Bank of Spain, whichever is higher. Additionally, an administrative fee of €10 (not a penalty) may be charged for each reminder sent to the Client regarding overdue payment. The Agency may issue reminders weekly until the payment is made. The Agency reserves the right to take legal action to recover any unpaid amounts.
7.5. Late Payment as Material Breach
Late payment will be treated as a material breach of the Contract, giving the Agency the option to either cancel the Contract or affirm it and seek the usual remedies for breach.
7.6. Charges Due to Client’s Delay
If the Client fails to assist or delays assistance in executing the Order, the Agency is entitled to charge an estimated amount for the Services that would have been provided, as well as any additional costs incurred due to the delay. The Agency will charge according to its current price list for any extra work required because of the Client’s failure to cooperate.
7.7. Rush Jobs and Additional Charges
If the Client requests the Agency to complete work in a shorter timeframe than initially specified in the Order, the Agency reserves the right to charge additional fees to prioritize the Client’s project over other scheduled work.
8. POLICY FOR PROJECT CANCELLATION
8.1. Cancellation Notice
All services and subscriptions require a 30-day notice period for cancellation, unless stated otherwise in specific service terms. The Client must submit written notice to the Agency indicating their intention to cancel, specifying the effective date of cancellation.
8.2. Service Cessation and Payment Adjustments
Upon receiving a cancellation notice, the Agency will stop providing the relevant services after the notice period ends. Any payment adjustments will be calculated on a pro-rata basis, reflecting the services delivered up until the cancellation date.
8.3. Third-Party Costs
If canceling a service involves third-party costs that the Agency has incurred on behalf of the Client, the Client will be responsible for those costs, unless otherwise negotiated.
8.4. Subscription Payments
For subscriptions with periodic payments (e.g., monthly or quarterly), the final invoice will cover charges up to the end of the notice period. Any advance payments for services not delivered after cancellation will be refunded within 30 days from the effective cancellation date.
8.5. Termination for Breach
The Agency reserves the right to terminate services or subscriptions immediately if the Client breaches the contract, including failure to make payments. The termination will be communicated in writing, with the grounds for termination specified.
8.6. Applicability
This cancellation policy applies to all services provided by the Agency unless explicitly stated otherwise in the specific terms related to those services.
9. DELAYS AND COMPLAINTS
9.1. Remedy for Delayed or Non-Conforming Services
If the Client proves that the Services are delayed or not in accordance with the Contract, the Agency will remedy or redeliver the Services at its discretion, without undue delay. If the Services continue to fail to meet the terms of the Contract after reasonable attempts to fix the issue, the Client may cancel the Order as per clause 13.2 a), provided the breach is deemed material.
9.2. Complaints Procedure
Complaints regarding delays or breaches of contract must be made promptly after the Client becomes, or should have become, aware of the issue. If the Client fails to report the defect (unless it is impossible to detect within the specified period) to the Agency within 48 hours, the Services will be considered accepted, and the Client will not be entitled to remedies for delays or breaches.
9.3. Third-Party Services
The Client acknowledges that certain Services depend on goods and/or services provided by third parties (“Third-Party Services”). These services are governed by the terms and conditions of the third parties, and the Agency cannot provide warranties for them or be held liable for any delays or issues with Third-Party Services. If warranties are provided by third parties, the Client must assess whether they are acceptable for its business needs or risk management.
9.4. Agency’s Responsibility for Third-Party Services
The Agency’s responsibility regarding Third-Party Services is limited to exercising reasonable care and skill when selecting the providers of those services.
9.5. Client’s Remedies
The Client’s only remedies for late delivery or services that do not conform to the Contract are those outlined in this clause. Once these remedies are exhausted, the Client’s final remedy is limited to contract cancellation, with the Agency’s sole liability being a refund for services that do not conform to the Contract, as outlined in clause 10.
10. LIABILITY
10.1. Limitation of Liability
Except as expressly stated in this Clause 10, the Agency will not be liable to the Client for any loss or damage arising from or related to the provision of Services or for any third-party claims made against the Client.
10.2. Exclusions of Liability
Without limiting the generality of Clause 10.1, the Agency will not be liable for any losses or damages suffered by the Client, whether direct or indirect, immediate or consequential, that fall under the following categories:
a) Any indirect or consequential loss arising from or in relation to the Contract, even if the Agency was aware of the circumstances that could lead to such a loss;
b) Loss of profits, anticipated savings, business opportunities, or goodwill;
c) Loss of data;
d) Fraudulent clicks on any of the Client’s accounts managed by the Agency.
10.3. Limit of Total Liability
To the extent liability is not excluded by sub-clauses 10.1, 10.2, or Clause 11, the Agency’s total liability (whether in contract, tort, negligence, or otherwise) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) will not exceed the total sum invoiced for the Services.
11. OTHER LIMITATIONS OF LIABILITY
11.1. Limitations of Liability for Downtime and Disruptions
The Agency will not be liable for any downtimes, hacking, viruses, disruptions, interruptions, faulty third-party software, search engines, websites, or other third-party deliveries affecting the Services. The Agency will make reasonable efforts to assist with remedial actions upon the Client’s request. Any work related to such remedial actions will be billed separately in accordance with these Terms or the Agency’s applicable price list.
11.2. Changes by the Client or Third Parties
The Agency will not be liable for any changes made by the Client or a third party employed by the Client to domain names, websites, links, technical setups, etc., that affect the Services delivered by the Agency. Work required as a result of such changes will be charged separately in accordance with these Terms or the Agency’s applicable price list.
11.3. Search Engine Optimisation and Related Services
The Agency will make reasonable efforts to deliver Services related to search engine optimisation, links, advertisements, banners, pay-per-click, and Google Analytics in accordance with the relevant search engine guidelines. However, the Agency will not be liable for delays or non-conforming performance due to changes in standard terms, algorithms, search criteria, viewing policies, prices, or other matters beyond its control. The Agency reserves the right to modify Services due to such changes and is not liable for changes or discontinuation of search engines.
11.4. No Guarantee on Search Engine Performance
The Agency will not be responsible for ensuring specific outcomes from search engine optimisation, link building, advertisements, banners, or sponsorships, such as a minimum number of views, positions, search frequencies, or traffic volume, clicks, registrations, or purchases.
11.5. Exclusion from Liability for Search Engine Exclusions
The Agency is not liable for any URLs that are dropped or excluded by a search engine for any reason.
11.6. Lack of Success Due to Non-Implementation of Recommendations
If the Client does not implement all or part of the Agency’s recommendations, the Agency will not bear liability for any lack of success experienced by the Client regarding the Services.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. Client’s Responsibility for Intellectual Property
The Client is responsible for ensuring they have the right to use any Intellectual Property Rights when providing any text, image, or representation (“Materials”) to the Agency for incorporation into the Services. The Client grants, or agrees to procure the grant of, an irrevocable license to the Agency to use such Materials for the purpose of providing the Services for the duration of the Contract.
12.2. Compliance with Legislation and Third-Party Rights
The Client is responsible for ensuring that the content of the Materials they provide or approve does not violate any legislation, decency standards, marketing rules, or any third-party rights. The Agency has the right to reject and delete such Materials without incurring any liability and may cancel the Order if necessary.
12.3. Indemnification for Breach of Rights
The Client agrees to indemnify the Agency against any damages, losses, or expenses incurred by the Agency due to the Materials contributed or approved by the Client being in violation of legislation, decency standards, marketing rules, or infringing upon the Intellectual Property Rights of a third party.
12.4. Notification of Claims
Both parties are obligated to notify each other without undue delay of any claims raised against them related to the above matters.
12.5. Ownership of Intellectual Property
Unless expressly stated otherwise in these Terms or in an Order, any Intellectual Property Rights created, developed, existing, or used in connection with the Services, whether they are in existence at the time of the Agreement or created in the future, will belong to the Agency or the relevant third party from whom the Agency has acquired the right to use them for the execution of the Order. The Client agrees to execute and deliver any necessary documents and perform any required acts to ensure that such Intellectual Property Rights are vested in the Agency.
12.6. Restrictions on Use of Intellectual Property
The Intellectual Property Rights mentioned in Clause 12.5 shall not be used, assigned, distributed, copied, or transferred for online or offline activities by the Client without a separate, express written agreement from the Agency.
12.7. License for Software and Services
If the Agency provides software, scripts, ASP services, or similar materials as part of the execution of an Order, the Client will receive a non-exclusive, non-transferable personal license to use such materials only until the termination of the Services under this Agreement.
12.8. License to Use Client’s Name and Branding
The Client hereby irrevocably licenses the Agency to use and display the Client’s name, logo, figure, and other branding as a reference on the Agency’s website, marketing materials, or other types of media during the term of the Contract and for 18 months following its termination. The Client agrees to provide the Agency with its most recent logo or figure whenever such materials are updated.
13. CONFIDENTIALITY AND PERSONAL DATA
13.1. Confidentiality Obligations
A party (the “Receiving Party”) shall maintain strict confidentiality regarding all technical or commercial know-how, specifications, inventions, processes, initiatives, or any other confidential information disclosed by the other party (the “Disclosing Party”), its employees, agents, or subcontractors. The Receiving Party shall restrict access to such confidential information to its employees, agents, or subcontractors who need to know the information to fulfill the Receiving Party’s obligations under the Contract. The Receiving Party shall ensure that such employees, agents, or subcontractors are bound by confidentiality obligations equivalent to those imposed on the Receiving Party. This confidentiality obligation will survive the termination of the Contract.
13.2. Protection of Client’s Confidential Information
During the term of the Contract and for a period of 5 years after its conclusion, the Agency shall take the same level of care in safeguarding the Client’s confidential information as it does with its own confidential information. The Agency shall not disclose any of the Client’s business or operational information, which the Client has designated as confidential, to any third party without the Client’s consent, except for subcontractors working on the Services who are subject to similar confidentiality obligations.
13.3. Exceptions to Confidentiality
The obligation in Clause 13.2 shall not apply to any information that:
a) Becomes publicly available through no breach of this agreement;
b) Was already in the Agency’s possession, or lawfully comes into its possession, without any accompanying confidentiality obligation;
c) Is independently developed by the Agency; or
d) The Agency is required to disclose by law.
13.4. Non-Disclosure of Agency Methods and Materials
During the term of the Contract and for a period of 5 years after its termination, the Client shall not disclose to any individuals within its organization who do not need to know, or to any third party, any information or non-Client materials provided by the Agency concerning the methods or approaches the Agency uses in delivering the Services.
13.5. Compliance with the Data Protection Act
Each party agrees to comply with its respective obligations under the Data Protection Act 1998.
13.6. Indemnification for Data Protection Violations
The Client shall indemnify the Agency for any loss, including costs related to legal proceedings, suffered by the Agency as a result of the processing of personal data contributed by the Client that violates the Data Protection Act 1998 or marketing laws. The parties must notify the other party promptly of any claims raised against either party related to the issues described in this clause.
14. TERM, TERMINATION AND ASSIGNMENT
14.1. Termination for Breach or Insolvency
Without limiting any other rights or remedies, either party may terminate the Contract immediately by giving written notice to the other party if the other party:
a) Commits a material breach of the Contract and (if the breach is capable of being remedied) fails to remedy the breach within 30 days of receiving written notice of the breach; or
b) Becomes insolvent or is unable to pay its debts (as defined by the Insolvency Act 1986), or if, except for the purposes of a genuine amalgamation or reconstruction, a petition is filed, a meeting is convened, or a resolution is passed for the winding up of the defaulting party, or if the defaulting party enters liquidation (whether voluntary or compulsory), compounds with its creditors, or has a receiver, administrator, or administrative receiver appointed to any or all of its assets, or if the defaulting party ceases to carry on all or a substantial part of its business.
14.2. Termination for Non-Payment
In addition to all other rights and remedies available under these Terms, the Agency shall have the right to terminate the Contract without notice if any charges for the Services are not paid in accordance with these Terms.
14.3. Return of Materials Upon Termination
Upon termination of the Contract, for any reason, both parties shall promptly return all materials received from the other party in accordance with the Contract. If applicable, the Client shall promptly remove any code or other related materials from websites. If the Client fails to do so, the Agency shall have the right to invoice the Client for subsequent Services based on its current terms and conditions, without such invoicing being considered a waiver of the Agency’s right to terminate the Contract.
14.4. Assignment and Transfer by the Client
The Client shall not assign or transfer, in whole or in part, any of its rights or obligations under the Contract or these Terms without the prior written consent of the Agency.
14.5. Assignment and Subcontracting by the Agency
The Agency reserves the right to assign or subcontract any of its rights or obligations under the Contract and these Terms. The Client acknowledges that certain aspects of the Services will be provided by third parties.
15. FORCE MAJEURE
15.1. Force Majeure
Neither party shall be held liable for failure to perform its obligations under the Contract due to a Force Majeure Event.
15.2. Notification of Force Majeure
If either party believes a Force Majeure Event has occurred, it shall immediately notify the other party of both the commencement and conclusion of the Force Majeure Event.
15.3. Termination Due to Force Majeure
Notwithstanding other provisions in these Terms, either party shall have the right to terminate the Contract without liability by providing written notice to the other party, if the performance of the Contract is hindered for more than 6 months due to a Force Majeure Event.
16. MISCELLANEOUS
16.1. Modification or Discontinuation of Services
The Agency reserves the right to modify or discontinue the Services, either temporarily or permanently, with or without prior notice to the Client. The Agency will not be liable to the Client or any third party for such modifications or discontinuations, except for the refund of any prepaid amounts for Services that are not provided.
16.2. Provision of Services to Third Parties
The Agency is free to provide its Services to third parties, both during and after the provision of Services to the Client.
16.3. Non-Solicitation
During the term of the Contract and for 12 months following its termination, the Client agrees not to employ, engage, or offer employment or engagement to anyone designated by the Agency to work on the Services.
16.4. Non-Waiver
The failure of either party to enforce any right or exercise any remedy under these Terms at any time does not constitute a waiver of that right or remedy and shall not affect the party’s ability to enforce or exercise it in the future.
16.5. Severability
If any term of these Terms is deemed illegal, invalid, or unenforceable under applicable law, it will be treated as omitted, without affecting the validity or enforceability of the remaining Terms, which will continue in full force and effect.
16.6. Alteration or Variation of Terms
Any valid alteration or variation of these Terms must be made in writing and signed by duly authorized officers of both parties.
16.7. Third-Party Rights
No person who is not a party to the Contract shall have any rights under or in connection with it.
16.8. Notices
All notices must be in writing and sent to c4wdesign official emails, or such address as specified by the Agency.
16.9. EXCLUSION OF PREMIUM DOMAIN NAMES
16.9.1. In the provision of Services involving the registration or transfer of a domain name for the Client, the Agency shall offer standard domain names within the scope of the original service agreement and fees. A standard domain name is defined as any domain name that incurs an annual cost of less than €15 (excluding VAT).
16.9.2. Premium Domain Names, defined by the Agency as domain names costing €15 (excluding VAT) or more annually, are expressly excluded from the standard scope of Services provided. Should the Client require or choose a Premium Domain Name, they acknowledge that this will incur additional charges, separate from the fees agreed upon for standard Services.
16.9.3. The Agency agrees to notify and obtain consent from the Client regarding any additional fees or charges associated with the registration or transfer of a Premium Domain Name before incurring such costs.
16.9.4. The Client shall be responsible for the payment of all fees associated with the registration or renewal of the Premium Domain Name. The Agency shall not be obligated to register or renew any domain name on behalf of the Client if the appropriate additional fees have not been paid in full.
16.9.5. The Agency shall not be liable for the non-availability or loss of any Premium Domain Name due to the Client’s delay in payment or failure to communicate preferences in a timely manner.
17. WEBSITE HOSTING
17.1. The Client agrees to pay the website hosting fee in advance for the upcoming year. The Agency will invoice the Client for the hosting fee. Payment for website hosting services is due within fourteen (14) days of the invoice date, unless a different payment schedule is agreed upon in writing.
17.2. At the Agency’s discretion, and with prior written agreement before the renewal date, the Client may be allowed to pay the hosting fee in twelve (12) monthly installments. This arrangement must be expressly agreed upon in writing by both the Agency and the Client before the hosting service period begins.
17.3. “Website agencies that offer hosting services on their platform may provide free hosting for the first year, as specified in the written quotation provided to the client. If free hosting is not offered, the hosting fee for the first year will be paid in advance before the website goes live. Additionally, due to the potential instability of hosting renewal costs, the agency reserves the right to adjust the renewal fee, which may be higher than the initial fee quoted to the client.”
17.4. If the website hosting fee is not paid within ninety (90) days of the invoice date, the Agency reserves the right to suspend the hosting service. Suspension means the website will no longer be live or accessible on the internet. This right to suspend services is in addition to any other rights the Agency may have regarding the collection of outstanding fees.
17.5. Following a suspension due to non-payment, reinstatement of the hosting service will require the full payment of any outstanding fees and may involve an additional reinstatement fee, at the Agency’s discretion.
17.6. The Client must notify the Agency in writing if they do not wish to renew the hosting service at least thirty (30) days before the current hosting period expires. Failure to provide such notice will result in the automatic renewal of the hosting service for another year, and the Client will be invoiced accordingly.
17.7. Either party may terminate the hosting services provided under these Terms with thirty (30) days’ written notice to the other party. Upon termination, the Client is responsible for transferring their website data elsewhere. The Agency is not obligated to maintain or transfer website data after the termination.
18. OVERALL AGREEMENT
“The parties acknowledge and agree that this Contract supersedes any prior agreements, understandings, or arrangements between them, whether made orally or in writing, and constitutes the entire agreement between the Agency and the Client regarding these Services. Therefore, except as expressly stated in this Contract, all other conditions and warranties (whether implied, statutory, or otherwise) are excluded to the fullest extent permitted by law.”
19. LAW AND JURISDICTION
19.1. The Agency and the Client agree to attempt to resolve any disputes arising between them, including those concerning the existence or validity of the Contract, through negotiation. However, either party retains the right to pursue any other remedies available, including legal action, at any time.
19.2. This Contract shall be governed by and construed in accordance with Spanish law, and the parties hereby consent to the non-exclusive jurisdiction of the Spanish courts.
20. SEARCH ENGINE OPTIMISATION (SEO) GUARANTEE
20.1. SEO Guarantee:
c4wdesign offers an SEO Guarantee to the Client. The Agency commits to ranking the Client’s website on the first page of Google within six months from the date of signing up for an SEO package. If this goal is not met within the specified timeframe, the Agency will continue providing SEO services at no additional cost until the objective is achieved.
20.2. Conditions for the SEO Guarantee:
20.2.1. The Client must inform the Agency explicitly of their desire to participate in the SEO Guarantee before subscribing to an SEO package.
20.2.2. The Client must commit to a 6-month subscription for SEO services at the agreed rate as outlined in the Order.
20.2.3. The Agency and the Client will jointly create a list of relevant key phrases to target for ranking on Google’s first page. The number of key phrases will depend on the specific SEO package selected by the Client. The Agency guarantees that at least one of these key phrases will achieve first-page ranking on Google within six months from the sign-up date, as verified by the Agency’s SEO reporting software.
20.2.4. Before sign-up, the Agency will assess the quality of the Client’s website and the feasibility of ranking the selected key phrases on Google’s first page. The Agency reserves the right to decline the engagement if it determines that the Client’s website is not suitable for effective SEO or if achieving a first-page ranking is deemed unattainable for any reason.
20.2.5. If the Agency does not achieve a first-page ranking for at least one key phrase as agreed, the Agency will continue SEO efforts on the Client’s website at no additional cost until the first-page ranking is achieved.
20.2.6. The Agency reserves the right to revoke the SEO Guarantee at its discretion, at any time, without prior notice. However, any withdrawal of the guarantee will not affect Clients who have already subscribed to a package under the guarantee.