// Terms

Between “The Company” {Woya}, and “The Client“,

The Client are hiring The Company in line with the selected requirements with specification to be finalised.

These terms and conditions apply to all our marketing services, which in the event of accepting a proposal of services from Woya Digital you will be working with Woya OU. Agreeing to the Company terms and conditions does not affect your statutory rights.

1.0 Services Rendered

We can’t guarantee that our work will be error-free (we’re human!) so we can’t be liable to you or any third-party for damages.

2.0 Mutual Cooperation

We agree to use our best efforts to fulfil and exceed your expectation on the deliverables listed above. You agree to aid us in doing so by making available to us needed information pertaining to your business and to cooperate with us in expediting the work.

3.0 Charges for Services Performed

All charges are listed on the Pricing page of your proposal and include a monthly fee.

• Requests above and beyond those listed in the proposal may be considered out-of-scope and an amendment may be recommended.
• Our standard billing rate is £120 per hour, but you will have clear understanding and provide full approve for any costs outside those agreed.
• Projects that go dormant for longer than 45 days will incur fee to resume work at the discretion of The Company.
• Month service charges will increase annually at future base rate +2%, 30 days notice will be provided of any price increases.

4.0 Terms of Payment

Unless specified by separate agreement, proposal or otherwise in writing by The Company, all services are on the following basis:

• All fees quoted are exclusive of VAT and all services may attract VAT if applicable.
• Invoices are paid monthly strictly via bank transfer or direct debit. The Customer retains full control of payments made and as per the direct debit scheme.
• All monthly invoices will be issued on the 1st of each month and collected/due by the 14th.
• Where payment is declined or paid late, it is still applicable, but the Company is not obliged to provide services for the period that the payment was late.
• All pay monthly services are subject to fee review annually on 1st January and adjustment by the Company, 28 days notice will be provided by email.
• In the event that full payment has not been received within 28 days of due date, the Company may charge costs and interest on any monies owed as per latest guidance provided by GOV.UK calculated weekly and compounded monthly.
• With regards to websites and website hosting, the hosting may be suspended without notice in the event of late payments.

5.0 Cancellation

• We will not over complicate matters should you wish to cancel. All work, with exception of one-off projects, have a 6 month initial commitment period due to the extra inputs required and performed during setup.
• If an order is cancelled following the order being confirmed and started, but prior to completion, all payments made to date are due without refund.
• Pay monthly services including SEO and digital PR are on a rolling monthly contract after the initial 6 months, then cancellations are accepted with one full invoice month notice, with no further commitment from the Company or the Client.
• Notice of cancellation should be made via email to hello@woya.co.uk

If you have concerns regarding satisfaction, we will always endeavour to correct errors and achieve your full approval in the first instance. For SEO services Woya operates a 6 month SEO guarantee to improve your rankings, as outlined.

6.0 Responsibilities of The Company and The Client

• THE COMPANYS RESPONSIBILITY FOR RELEASES
  We shall obtain releases, licenses, permits or other authorisation to use testimonials, copyrighted materials, photographs, art work or any other property or rights belonging to third parties obtained by us for use in performing services for you (if applicable).
• THE CLIENTS RESPONSIBILITY FOR RELEASES
  You guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. Then when your final payment has cleared, copyright will be automatically assigned as follows:
  You’ll own the visual elements that we create for this project. We’ll give you source files and finished files and you should keep them somewhere safe as we’re not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.

7.0 Confidentiality

The Company acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Woya Digital on behalf of The Client or disclosed by The Client to Woya Digital.

8.0 Liabilities

9.0 General Provisions

• GOVERNING LAW
  This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales.
• REPRESENTATIONS AND WARRANTIES
  The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
• ENTIRE AGREEMENT
  Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
• If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

9.1 GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales.

9.2 REPRESENTATIONS AND WARRANTIES

The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.

9.3 ENTIRE AGREEMENT

Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.

Contact us for any questions relating to these terms of business.