Terms and Conditions

This document was last updated:  1/10/2019

Ablayze is a full service digital marketing agency. We provide Services to Clients under the following Terms and Conditions.

About these Terms and Conditions

This Website (www.ablayze.com) is the property of Ablayze, a company registered in England, referred to as “Ablayze”. Our Website Terms and Conditions (“Terms and Conditions”) gives You important information about the legal Terms and Conditions on which we provide Services (“Services”) on our Website (“Website”) to You (“You”, or the ‘Client”).

This website is made available on the Terms and Conditions set out below. These Terms and Conditions should be read in conjunction with our Privacy Policy under terms of acceptable use: www.ablayze.com/terms-of-acceptable-use; and Cookies Policy: www.ablayze.com/cookies-policy/. These policies are incorporated into our Terms and Conditions, which are available at www.ablayze.com. Details of the specific Services being supplied to You are contained on the Order Form which also forms part of the Terms and Conditions.

By placing an order with Us, you agree to be bound by these Terms and Conditions. If you do not wish to be bound by these terms you are advised not to use the site.

All Users of this Website must be at least 18 years old and be legally capable of entering into binding contracts. Access to those under 18 years old is not permitted.

Agreement

These Terms and Conditions will be incorporated into every Agreement for Services as agreed between the Client and Ablayze and form a legally binding contract. Services to be supplied and the applicable fees will be detailed on the order form.

About Us

Ablayze is registered in England with the Companies Registration Office. We can be contacted by email to info@ablayze.com or phone 0207 193 4209. If You have any queries relating to these Terms and Conditions, please contact us at info@ablayze.com

Terminology

In these Terms and Conditions, we will use the following terms with these meanings:

”Agreement” refers to this Agreement and Your acceptance to the Terms and Conditions, Privacy and Cookies Policies and Order Form

“Campaign” a digital marketing campaign carried out by Ablayze on behalf of the Client.

“Commencement date” the date on which Services to be supplied by Ablayze to the Client will start as detailed and agreed on the order form

“Fees” the amount to be paid by the Client including any applicable set-up charge and charges for management of the the digital marketing campaign as agreed between the Client and Ablayze to be invoiced monthly and payable in advance of Service provision.

“Order Form” the schedule of Services to be provided to the Client by Us and the applicable fees as agreed between Us and You.

“Services” the Services supplied by Us to the Client as detailed and agreed on the order form.

“Services” the Services supplied by Us to the Client as detailed and agreed on the order form.

“Set-up fee” A one-off fee for setting up the account which will be invoiced and due before the commencement date, The fee is dependent on the Client’s Campaign and services that We agree to provide.

“Management fees” The fee applicable for Ablayze providing and managing the Services payable monthly.

“Terms and Conditions” refers to these Terms and Conditions which apply to the use of the Website and purchase of any Services from this Website.

“We” “Us” “Our” refers to Ablayze.

”Website” refers to www.ablayze.com.

“You”, “Client” “Your” refers to any physical or legal person who registers to use, the Ablayze Website and Services.

Interpretation

The headings in the Terms and Conditions are inserted for convenience only and shall not affect the interpretation of the Terms and Conditions.

Unless the context otherwise requires, references to the singular include the plural and references to the masculine include the feminine and vice versa. References to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

Registration

To access our Services, You are required to register on the Website. By registering to use the Website you accept all the Terms and Conditions which also requires Your acceptance to our Privacy Policy. You agree to provide complete and accurate information to Us and to maintain and update this, to ensure that it is accurate and current at all times whilst registered for Services. We shall not be held responsible for any errors or omissions in data provided by You.

Registration is subject to acceptance or refusal by Ablayze at its sole discretion.

Licenses

Where a license to use our Website Services is granted to you, this will be specific to you as a Client and registered details and/or data must not be shared with any third party outside of your organisation or company. Unauthorised sharing of data may constitute a material breach of our Terms and Conditions and we reserve the right to suspend or restrict access to the Website at any time for just cause without notification.

Account Access

Each Client is granted one account login and password for using the Services during the agreed period as detailed on the Order Form. After the agreed period has expired Your access will be blocked and/or removed. Ablayze retains the right at its sole discretion to verify any account details and to suspend or deny access to all or parts of the website, to close down accounts of Clients and change any eligibility criteria at anytime and for whatsoever reason.

Passwords

You are solely responsible in all respects for protecting the confidentiality of any password used to access or use the Website. Your password must not be shared with or transferred to any third parties. You are responsible for any and all activities that occur under Your password and account profile. However, if You know, or suspect, that there is a breach of, or any unauthorised use of, Your password or any other breach of security regarding the Website which comes to Your attention, You must notify Ablayze immediately. Ablayze will not be liable for any loss that You may incur as a result of a third party using Your password or account. However, You may be liable for losses incurred by Ablayze as a result of someone else using Your password or account.

Service Provision

You must have a valid registration with Ablayze to access our Services.

The client agrees to provide Ablayze with FTP access to its Website for making changes for the purpose of providing Services under this Agreement. You authorise Us to use any logos, trademarks, Website images, etc, for search engine positioning and optimisation, as applicable.

Third parties may be used to supply the Services to the Client and any monthly budget agreed for services in relation to Google Adwords, Bing, Facebook or similar service, will be exclusive of management fees which will be applied to Your monthly invoice. These will be advised to you and agreed in advance on the Order Form. Fees will depend on the specific details of a Campaign.

Clients can request a pause in a Campaign at any time, but this will not take effect until 30 days after the request or as otherwise advised and agreed with Us. Fees already incurred will remain due during any campaign pause.

We reserve the right to update and modify the provision and availability of our Services at any time and you will be notified of any changes that affect Your use of the Website during an agreed Campaign period.

Service Delivery

Delivery of the Services shall be evidenced by the reports provided to the Client by Us. We will update you on Your account status and report to You on a regular basis as part of our Services, depending on the Services being provided. We will meet with you face-to-face to discuss data performance and weekly and monthly performance reports. We provide email and phone support.

The nature of our Services requires an investment of resources and time and as such we do not guarantee the results of using our Services in any way. Early termination of a Campaign is likely to negatively affect the potential results of the marketing campaign/promotion of a Website. We have no control over the policies of search engines and we shall not be responsible for any changes that adversely affect a client’s Website ranking.

Term of Agreement

The term of Your campaign shall be specified during the registration process and detailed on the Order Form. The provision of Services will start from the commencement date provided that any fees due have been received by Us and any other materials requested.

You will be able to extend the duration of a campaign, subject to acceptance of a new order and Your acceptance to the Terms and Conditions as applicable at the time.

Your agreement to these Terms and Conditions shall remain in force until the expiry of your Campaign or this Agreement is terminated by either You or Us. If we are supplying Services to You on a rolling basis, You must give Us a minimum of 30 days notice to terminate this Agreement.

Free Checks

We offer Clients a free diagnostic check of their existing website or sem account.  Any data used or generated will be deleted after the check has been reported and/or discussed with Us.

Fees and Payment

Fees may be paid online by credit card, or by any other, approved payment method agreed with Us. Fees must be paid as due and in advance of receiving Services. Clients can cancel their account at any time by notice to Us. Fees paid and those already incurred are non-refundable.

Fees are chargeable on the basis of the Services and/or package that you have chosen and will be payable in GBP (£). Management fees will be added to any fees agreed for the provision of Services including management fees applied to the agreed budget for use of Google Adwords or Bing. The prevailing taxes will be added to all fees and charges as applicable. These will be shown on Our invoice to You. Any fees chargeable may be revised at any time and will apply as updated on the Website or from the date of a new campaign as advised and agreed with the Client.

Fees are chargeable on the basis of the Services and/or package that you have chosen and will be payable in GBP (£). Management fees will be added to any fees agreed for the provision of Services including management fees applied to the agreed budget for use of Google Adwords or Bing. The prevailing taxes will be added to all fees and charges as applicable. These will be shown on Our invoice to You. Any fees chargeable may be revised at any time and will apply as updated on the Website or from the date of a new campaign as advised and agreed with the Client.

Termination

Ablayze, at its sole discretion, may terminate Your account and access to the Services for cause without prior notice, in the following circumstances:

  1. Any material breach of the Agreement, including non-payment of fees as due;
  2. Any unauthorised use of the Website;
  3. Any sharing or Login and/or password to an unauthorised third party;
  4. At the request of a law enforcement agency or other government agency;
  5. Accounts that are inactive following the end of a campaign.

An account that is inactive after the expiry of a Campaign period will be considered terminated provided that 30 days notice has been given to us. Any fees already incurred for past services or in advance of services where requisite notice has not been received remain due.

Termination of an account includes removing Your access to all of our Services and deletion of Your data and related account information, except where required by law to be retained.

Termination may be at our sole discretion and we shall not be liable to you or any third party for terminating Your account or access to our Services.

We reserve the right to block access and/or re-registration on the Website to any Client without any prior notice, if usage does not comply with these Terms and Conditions, or usage is objectionable for any reason. If this Agreement is terminated for cause, we reserve the right at our sole discretion not to refund any pre-paid fees, charges or any other amount due to You.

Monitoring

We may record or log Your usage of the Website without notification to You, in accordance with our Privacy Policy. This helps us to assess how Clients access the Website and identify any issues. Any personal data held will be in accordance with our Privacy Policy.

Links

The Website may contain links to other websites, which are not under the control of Ablayze. We accept no responsibility or liability for the content, security, availability and privacy practices, or any material on any website that is not under the control of Ablayze. A link to a third-party website does not imply endorsement by Ablayze.

Website Copyright

The Ablayze Website and all related Services and documentation is copyright of Ablayze and may not be copied by any third party. Our copyright notice is available at www.ablayze.com/copyright-statement/.

Reproduction or use of any material from this Website is not permitted except where licensed to do so by Ablayze. No part of this Website content may be reproduced and reused for any commercial purpose whatsoever.

Intellectual Property

Services we provide to the Client use our proprietary information and this remains the property of Ablayze at all times. Clients shall not have access to any third party accounts that We may use pursuant to this Agreement. We do not provide details of any keywords that We use on behalf of the Client or otherwise, to the Client under any circumstances. All work carried out by Us using our Google Adwords account will remain our intellectual property throughout the lifetime of the Agreement and following termination of the Agreement.

The content of this Website is protected by copyright, trademarks and database rights and other intellectual property rights. Our name, logo, and the Services associated with this Website are our proprietary information (and our licensors’ where applicable) and no right or license is granted to the Client to use them.

You are not permitted to:

  1. reproduce, extract, modify, copy or distribute or use the Website, its Services or content for commercial purposes;
  2. resell, rent, lease, loan, sublicense, transfer, assign, or distribute the site, its Services or content;
  3. decompile, reverse engineer, disassemble any part of the Website, its Services or content in whole or part of;
  4. modify or make derivative works based on the Website, its Services or content;
  5. except for linking to this site’s home page, create internet links to this site, its Services or content;
  6. “frame” or “mirror” any part of the site, its Services or content on any other server or internet-enabled device.

The use of network monitoring or discovery software to determine the site architecture, or information about its usage or identify individual Clients is strictly prohibited. Ablayze at its sole discretion shall determine Your compliance with the above and shall have the right to block access to any Client, or delete from this Website without any prior notice, any material that it deems not to comply or to be objectionable for any reason.

Confidentiality

Your information will be handled with the utmost confidence. Ablayze will adhere to all national and UK data protection, data transfer, data retention, and confidentiality regulations and always stores data sent to us in a secure manner as outlined in our Privacy Policy. Your information will not be given to any unauthorised third parties except as required by law.

Privacy Rights and the Transfer of Data

Our Privacy Policy is available on the Website under Terms Of Acceptable Use, www.ablayze.com/terms-of-acceptable-use We reserve the right to modify the policy from time to time as required by our business needs or changes in legislation. An individual’s rights to privacy and rights as a data subject are detailed in the Privacy Policy.

Under the Data Protection Act (DPA) 1998 (and from 25 May 2018, the General Data Protection Regulation), you have the right to access Your data through a Subject Access Data Request (SAR). You can see further details in our Privacy Policy, www.ablayze.com/privacy

As permitted under the DPA, we will store Your data for as long as necessary in order to provide our Services to you. Information associated with Your profile will be kept until Your account is deleted, unless the information is no longer needed for the purposes agreed.

We retain personal information from closed accounts only to comply with legal requirements, prevent fraud, collect any fees owed, resolve disputes, troubleshoot problems, assist with any investigations, enforce our Terms and Conditions, and to take any action permitted by law.

We do not pass Your information to any third parties except those who have contractually agreed to abide by our service Terms and Conditions. Your data will not be used or sold outside of the agreed Terms and Conditions.

We retain the right to respond to legal requests as necessary. Any information that you supply to Us may be stored and processed by our servers located in the EU, or any other country that provides suitable and adequate security measures to protect the data. Your data may be transferred in accordance with the relevant data protection laws.

Limitation of Liability

Ablayze has taken every care in the preparation of the content on this Website, but to the full extent permissible by law, we will not be responsible for damage or loss howsoever arising including but not limited to loss of projects, loss of profits, loss of data or consequential or indirect losses arising in contract, tort or otherwise from the use of or inability to use the website and/or any information or materials on www.ablayze.com.

Blayze shall not be held responsible for the content of a Client’s Website, or any adverts placed on the Website, except for content, or adverts placed as part of an agreed Campaign by Us. Our liability shall be limited to the maximum of our management fees for providing such Services.

Our Services are provided to the Client on an ‘as is’, and ‘as available’ basis, and to the maximum extent permitted by applicable law, no warranty is made by Ablayze as to their suitability, fitness for purpose, accuracy or otherwise. We make no warranty that the contents of this website are free from the influence of malware which has destructive or monitoring properties and shall have no liability in respect thereof.

No Waiver

No failure or delay by Ablayze in exercising any of its rights shall be deemed to be a waiver of that right, and no waiver of a breach of any provision of the Terms and Conditions shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

Entire Agreement

By using this website, Clients accept that they shall not rely on any representation, warranty or other provision except as expressly provided in these Terms and Conditions which incorporates our Privacy and Cookies Policies and Order Form. All conditions, warranties or other terms implied by statute or common law are excluded as fully permitted by law.

Severance

In case any provision in the Terms and Conditions shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

No Partnership

Nothing in these Terms and Conditions shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship other than the contractual relationship expressly provided for in these Terms and Conditions.

Third Parties

No part of these Terms and Conditions shall confer rights on any third parties.

Assignment

Access to the Client area of the website shall be personal to the Client. The Client may not assign, mortgage, charge or sub-license or otherwise delegate any of its rights, or sub-contract or otherwise delegate any of its obligations without the written consent of Ablayze.

Changes to Terms and Conditions

These Terms and Conditions may be modified from time to time and you are advised to check this page to see that you are reading the most up-to-date Terms and Conditions.

By accepting our Terms and Conditions, you consent to our collection, storage, use and disclosure of Your data as described in our Privacy Policy.

Force Majeure

Ablayze shall not be liable for any failure or delay in performing their obligations under these Terms and Conditions where such failure or delay results from any cause that is beyond our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of Ablayze.

Notices

Notices sent to you by e-mail will be deemed to have been received twenty-four hours after sending. The postal address for all notices and correspondence is Ablayze, 71-75 Shelton Street, London WC2H 9JQ.

Governing Law and Jurisdiction

These Terms and Conditions and all disputes, whether contractual or otherwise, arising out of or in connection with them are governed by and shall be construed in accordance with the laws of England and each party submits to the exclusive jurisdiction of the Irish courts.

Contact

Ablayze is registered with the Company Registration Office in England, registered address at 71-75 Shelton Street, London WC2H 9JQ.. We can be contracted by email to info@ablayze.com.

Support for our Services is available via email or phone.

Complaints

Clients are able to contact Ablayze for support with any issues or complaints.

© 2019 Ablayze | Terms and Conditions