If a written contract is not in place or if a contract is agreed in email format then the client by using our services, agrees to abide by the following terms:

Payment Terms For Development:

40% of the full purchase price (including VAT) must be paid in advance prior to work commencing. A further payment of 40% of the full purchase price must be paid at the design sign off stage of the website construction. Work will not continue and the client risks losing their development time slot if payments are late. A final payment for the remaining 20% of the full purchase price must be paid at completion or eight weeks after design sign off, which ever is shorter. Please note that completion means completion of the construction of the website, it does not mean the date of the launch of the website. The final payment must be paid prior to any website going live. A full VAT invoice will be issued to the client by Ryco Web Limited. Please note that if paying in a currency other than sterling rates finally charged may vary due to currency fluctuations. The purchase price is agreed in advance and will be related to the deposit paid unless otherwise agreed in writing by both parties. If a start and end date are not formally agreed, Rycoweb will complete projects as soon as possible but will not be held to any specific deadlines. After 30 days from date of invoice a 5% monthly interest fee will be added to the balance on account each month, until the balance is paid. If the balance passes 90 days of date of invoice invoice an additional collection fee of £300.00 + VAT will be charged. Ryco Web will not be responsible for payment of any third party software or licenses required for the build or continued operating of the website of software solutions. If the scope of work changes during development or if the client has not be clear with regards to the exact functionalities required Ryco Web Ltd have the right to adjust invoicing accordingly. Once a website goes live on hosting the hosting will be contracted for a minimum of 12 months after which it will roll month on month.
If in the chance a website goes live without final payment being made, or if invoices are not paid within 30 days from invoice date, Ryco Web Ltd have the right to freeze all services provided without notice, until full balances are paid.

Payment Terms For Marketing Services including SEO, Social Media, digital advertising:
All marketing services must be paid for in advance. After the commencing of services or date of invoice the client  will be subject to a 5% monthly interest fee, which will be added to the balance on account until the balance is paid. If the balance passes 90 days of date of invoice invoice an additional collection fee of £300.00 + VAT will be charged. If balances are not paid Ryco Web Ltd have the right to remove all work they feel appropriate and freeze the account and remove links created for re-sale.

Payment Terms for Video:
All production services must be paid as follows, 40% deposit of full amount, 40% on completion of video shoot and 20% on completion of editing. Its the clients responsibility to ensure Ryco Web Ltd are aware of all requirements prior to shooting, because each additional day will be charged at the standard rate card pricing. Clients are charged for the time required to complete projects based on information provided by the client, so if this information is not accurate Ryco Web Ltd, have the right to invoice for the additional time required to complete the project. If the client causes unnecessary delay, Ryco Web have the right to invoice for the next staged payment. After the commencing of services or date of invoice the client  will be subject to a 5% monthly interest fee, which will be added to the balance on account until the balance is paid. If dates are set for shooting of video, the client must give 10 working days notice to cancel, otherwise the fee will still be due for full payment by the client.

Payment Terms for Training & Cancellations:
After the commencing of services or date of invoice the client  will be subject to a 5% monthly interest fee, which will be added to the balance on account until the balance is paid.
Cancellation of training must take place 5 working days prior to training taking place, otherwise the full training fee will be invoiced.

30 Days Payment Terms

It is company policy that all invoices due for payment within 30 days from receipt of invoice, must be paid on time or the client must provide a valid excuse and date for future payment. If the balance is not paid within 45 days or an email received by accounts@ryco.marketing then the account will automatically be frozen (all services provided will stop without warning). To unfreeze a company account will cost £300.00 + VAT.

All pricing information and payment terms provided to the client are confidential and therefore must not be disclosed to any third parties without our prior written consent.

Images

All images and content to be included on the website must be provided by the client prior to the start date in the correct format and without error. If images are not supplied by the client prior to the start date Rycoweb Limited may decide to use stock images and the client hereby accepts that the client will be responsible for additional payment to Rycoweb Limited for the use of Rycoweb Limiteds’ stock pictures. Rycoweb will require all ecommerce product images prior to start date along with all product information in an agreed spreadsheet format, otherwise the client will be responsible for adding all product directly to the website via the admin panel. Rycoweb will not be responsible for any delays due to spreadsheet uploads and the full responsibility for providing content in the correct format rests solely with the client. Details of the additional cost for using stock pictures are available on request.

It is the responsibility of the client, when providing images to be included in the website, to ensure that these images are not protected by any third party intellectual property rights. By proceeding with our the client hereby agrees to indemnify Rycoweb Limited from any legal action brought by a third party for infringement of that third party’s intellectual property rights arising from and page designs or images contained within the client’s website. This indemnity will continue after completion and extends to grant indemnity for content for which Rycoweb Limited can accept no liability and for any specific design formats specifically requested by the client. If the client is providing designs for Rycoweb to use in the coding or development of a system then it is the clients responsibility to provide such designs in the exact formats required by Rycoweb. It is understood the client is fully aware of the required formats and that the client takes full responsibility for providing such formats. If the client does not provide the designs in the correct design formats by the agreed dates then the client will miss the coding slot allocated – Rycoweb reserve the right to charge for the reallocation of coding time. New coding slots will be reallocated at Rycoweb’s discretion.

SAAS
SAAS project mean the client does not own the website, but rents a website from Ryco Web Ltd. During the renting of a SAAS website the client will get access to Ryco Webs bespoke tools. Ryco Web may also add bespoke coding to its portal of tools or to the site to ensure sites match client requirements. Once the contract ends the client will not own or get access to Ryco Webs bespoke tools or custom coding but may agree to give access to a default version of Magento in its basic form. It will then be the clients responsibility to set the site up and adjust it to its requirements on it own hosting environment – Ryco Web Ltd will not assist in this site set-up. The client will own all content and information they provided but all Ownership, Intellectual Property & Copyright will adhere to the terms outlined in the paragraph relating to the same below.

Information

The client agrees to provide all information, text, contents, contact details, profiles and any and all other information to be included in the website to Rycoweb Limited prior to the start date / deposit payment date.

If additional information, images or changes are supplied by the client after the start date or deposit payment date, the client hereby accepts that Rycoweb Limited will charge an additional £60.00 per hour to implement same. Furthermore, if page changes/amendments/ modifications are made by the client after the start date / deposit payment date an additional charge will be payable to Rycoweb Limited. Details of these charges are available on request. Functionality must be specified prior to the start date. Where the client requires changes/amendments/modifications to the functionality additional charges will be incurred and deadlines will be void. Details of the additional charges are available on request.

Functionality & Hosting

It is the responsibility of the client, when providing functional requests and instructions to be included in the website, to ensure that these designs and functions are not protected by any third party intellectual property rights or patents. The client hereby agrees to indemnify Rycoweb Limited from any legal action brought by a third party for infringement of that third party’s intellectual property rights or patents arising from any formatting with regards coding, processes, journeys or functions contained within the client’s website. This indemnity will continue after completion and extends to grant indemnity for design, content and functionality for which Rycoweb Limited can accept no liability.

The client must specify all functionality prior to the start date. Rycoweb Limited will discuss functionality with the client prior to the start date to assist the client with the options available. The hosting must be established prior to the completion date otherwise hosting charges will be invoiced. Rycoweb Limited will endeavour to assist in this matter but ultimate responsibility remains with the client.

Rycoweb will not be liable for any loss in sales or business due to server downtime, human error, loss of emails or data, site downtime, site hacking, third party integrations or due to system failures, unless contracted with a Service Level Agreement. Rycoweb may use third party payment gateways and ESCROW facilities where appropriate to accept and process credit card payments. Rycoweb will not be responsible for any fraudulent transactions, failed transactions or any transfer of funds. The client hereby removes all liability from Rycoweb for any financial losses or third party losses. Rycoweb will permit the client to view all work prior to making it live online to the public and therefore the client hereby agrees to indemnify Rycoweb from any loss in sales, downtime or reputation due to site errors or problems. If Rycoweb are made aware of any such issues they will rectify them as soon as possible. Rycoweb may limit access to sites to admin panel only access based on type of storage selected to adhere to its ISO27001 obligations. Clients must clearly request access levels required prior to contract start date.

The full balance monies will automatically become due on the completion date, without deduction. The client hereby agrees that in the event that delay is caused by the client’s failure to provide information, images, functionality or any other essential requirements, content or designs for the setting up of the website the client will pay the full balance monies due to Ryco Web on the completion date without deduction. If the client misses the coding slot allocated Ryco Web reserve the right to charge for the reallocation of coding time. New coding slots will be reallocated at Ryco Web’s discretion. Third party software integrations unless agreed in writing, will be timed and costed separately – all costs payable to third parties will be the responsibility of the client.

Account Closure

To close an account, emails, hosting or any other recurring service, 30 days notice must be provided. All balances must be cleared prior to the closure date of the account or will incur a 5% interest charge applied weekly to the account. For site transfers Ryco Web follow strict internal processes in line with ISO27001 for best possible levels of security – this transfer process costs £395 + VAT and can only be initiated once all balances have been paid in full. If multiple backups are required then this fee will apply for each back up required and the allocation will be at the next available text slot. If a site contains bespoke functions then its at Ryco Web’s discretion whether or not there is an additional charge for release of copy right on these functions.

Inablility of Ryco Web Ltd to Host the Website

In the very unlikely event that Ryco Web Limited should no longer be able to host the client’s website, Ryco Web will automatically provide the client with an alternative supplier that will offer the same rates and quality of service.

Development Cancellations

Where a client wishes to cancel this agreement the client will forfeit the 40% deposit and will be liable for any further costs including third party costs incurred by Ryco Web Ltd up to and including the date of cancellation. The client will also be responsible for all hosting costs associated with the production and testing phases. If the costs are not paid on receipt of invoice the interest will be added at 5% of the value of the total invoice inclusive of VAT each month. The client also accepts that it will be liable for all legal fees associated with trying to retrieve balances owed.

Ownership, Intellectual Property & Copyright

Any downloading, copying, reproduction, redistribution and transfer of any software or materials contained on a clients website is expressly prohibited unless agreed in writing by Ryco Web Ltd. Ryco Web Ltd must follow set procedures  to permit clients to copy, replicate or transfer their websites to maximise server security.

All content included on the website is and shall continue to be the property of Ryco Web Ltd until all balances are cleared and the website transferred in accordance with Ryco Web’s internal policies. All such content is protected under applicable UK and international laws, including copyright, trademark and other proprietary rights laws. No content, image, logo, graphic, video or sound from the website may be copied or retransmitted unless expressly permitted by Ryco Web Ltd. Any copying, redistribution, use or publication by you of any content or any part of the website is prohibited, except as expressly permitted in these Terms of Use. Except as expressly granted in these Terms of Use (or to you specifically in writing), Ryco Web Ltd do not grant any express or implied right to you under any patents, copyrights, trademarks, or other intellectual property rights.

The absence on the website of a product, service name, slogan or logo does not constitute a waiver of Ryco Web’s rights.

If a client or person working on behalf of a client that has been granted access to servers on hte instruction of the client, then the client becomes liable for all associated costs with regards to re-testing of servers, software, time, loss to the company over a 3 year period of hosting and any and all fees associated with retrieving Ryco Webs property.

Documents and Other Materials
All documents and other materials provided on the website, including but not limited to information, documents, logos, graphics, and images (“Materials”), are provided either by Ryco Web Ltd and are the copyrighted work of Ryco Web Ltd. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of Ryco Web Ltd. Except where expressly provided in a separate license, nothing on the website shall be construed to confer any license under any of Ryco Web Ltd’s intellectual property rights, whether by estoppels, implication, or otherwise. Also, you may not “mirror” any Materials contained on the website on any other server without Ryco Web Ltd’s prior express written permission.

Ryco Web Ltd may, but is not obligated to, monitor or review statements or materials on the website provided by third parties. Ryco Web Ltd makes no representation as to the accuracy, legality, ownership or other aspects of such materials. Ryco Web Ltd expressly disclaims any liability for such third-party statements or materials under criminal or civil laws relating to defamation, intellectual property infringement, privacy, obscenity, or other areas of law.

Ryco Web Ltd hereby grants you a limited, nonexclusive license to use the website for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or other use. Any unauthorized use of any Materials contained on your  website may violate copyright laws, trademark laws, the laws of privacy and publicity, and other regulations and statutes.
You agree to cover all expenses if these terms are broken including but not limited to legal costs, server scanning and maintenance costs, management costs etc. If terms are not adhered to Ryco Web Ltd have the right to invoice for any discounts granted in invoicing due to loss of long term hosting revenues that were pre-agreed.

Prior Conditions For Marketing Services

1. The client has no duplicate sites, duplicate content or pages, redirects or doorway pages.
2. The client has not requested or exchanged links with link farms or undertaken any spamming techniques which may harm the web site’s ranking with Google.
3. It is not possible to give a 100% guarantee for any specific result on any search engine, nor can we quantify the level of increased traffic or sales, as a result of an SEO campaign.
4. All fees are payable in advance and non-refundable under any circumstances. Customers must ensure they provide a valid Irish VAT number or sign up to a campaign that is inclusive of VAT. If a customer selects a campaign that does not include VAT and does not provide a vaild Irish VAT number then the VAT amount will be invoiced for payment.
5. If the client makes any changes to the optimised pages created by RYCO Marketing, or does not implement the changes advised by us, any guarantee placed will become void immediately.
6. RYCO Marketing follows a strictly ethical SEO policy and may make void any guarantee should it be discovered that the Client has participated in actions considered undesirable (spamming) by the search engines, such as
7. Makes use of hidden links
8. Links to link-farms, FFA link pages, etc.
9. Uses page redirect or cloaking techniques
10. Submits the web pages of the site to the search engines, search directories or other websites without the consent of RYCO Marketing
11. Uses automated web site submission software or websites
12. Uses automated reciprocal link programs
13. RYCO Marketing reserves the right to use client websites, web design, layouts, wireframes and collateral in advertising and or marketing initiatives.

This may include portfolio examples on our website, case studies and other promotional initiatives, and discrete links at the foot of the pages on the supplied website until otherwise specifically instructed by the client to not use it. Hosting The Client agrees that their website is not hosted on free webspace using domain forwarding (either framed or otherwise). In cases where there is either concern that the current hosting IP address may be part of a ‘bad neighbourhood’ or for reasons of optimisation, RYCO Marketing may request the client to change hosting provider. 3rd Party Fees Any fees that the search engines charge to include a listing are to be born separately by the client. This includes, but is not limited to pay per inclusion charges in directories like Yahoo! Etc. Access to client website For the purposes of receiving professional SEO services, Client agrees to provide the following:

1. Administrative/backend access to the website for analysis of content and structure.
2. Permission to make changes for the purpose of optimisation, and to communicate directly with any third parties, e.g., your web designer, if necessary.
3. Unlimited access to website traffic statistics, if established, for analysis and tracking purposes.
4. An email address for the purposes of requesting links (something like contact@clientsite.com)
5. Authorisation to use client pictures, logos, trademarks, web site images, pamphlets, content, etc., for any use as deemed necessary by RYCO Marketing for search engine optimisation purposes.
6. If Client’s site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages. RYCO Marketing can create site content at additional cost to the Client. Warranties and Indemnity The client warrants to the Company at all times that the material included in the Web Site: (a) is not in breach of the Intellectual Property rights of any third party. (b) is not obscene within the definition of the Obscene Publications Act 1959 or any other relevant provision, statute,. (c) is not in breach of any code or provision of statute or common law or otherwise in force from time to time in relation to Advertising of Goods or Services. (d) contains no element of corporative advertising which is in breach of the Control of Misleading Advertisements (Amendment) Regulations 2000. (e) is not in breach of the Defamation Act 1996 or any other relevant provision,. (f) does not contain any misleading price comparison in breach of Consumer Protection Act. Loss of Service The Company accepts no liability for loss of service, unavailability of files, damage of data, misuse of equipment by other clients, failure of any externally managed equipment or communications devices or other services deemed to be beyond the Company’s control. Subpoenas RYCO Marketing terms and conditions prohibit the disclosure of customer information without the customer’s express written consent except as required to comply with a current judicial proceeding, a court order, subpoena or other legal process served on RYCO Marketing. If you require information regarding a RYCO Marketing customers you must mail, or serve a valid subpoena on RYCO Marketing. Ryco Marketing Ryco Marketing is a trading name of Rycoweb Limited. RYCO Marketing is a trading name of Ryco Web Ltd. Registered Office: 12b John Mitchel Place Hill Street, Newry, County Down, BT34 2BP. Company Reg No: NI061157, Place of Reg: Northern Ireland, VAT Reg No: GB 894 0148 11

One months notice is required to cancel any marketing service including but not limited to SEO, PPC/ Adwords, Facebook advertising, copy writing etc.
If fees are not paid, Ryco Web Ltd have the right to notify third parties of balances on account via whatever channels they feel appropriate, add interest at 5% per month until balances are paid. The client will be liable for all fees associated with retrieving any balances on account.

NOTE: YOUR SIGNATURE ON A PRINTED COPY OF THIS AGREEMENT IS NOT REQUIRED. YOUR USE OF OUR SERVICES SHALL CONSTITUTE A VIRTUAL SIGNATURE, HAVING THE SAME FORCE AND EFFECT AS IF YOU HAD ACTUALLY SIGNED A PRINTED COPY OF THIS AGREEMENT.

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