These terms and conditions, along with the engagement letter to which they are attached (“Engagement Letter”), shall constitute a binding contract between the Client named on the Engagement Letter (the “Client”) and Adidiof Solutions Ltd (“Adidiof Solutions Ltd”), and shall be the entire agreement between Client and Adidiof Solutions Ltd.
These terms and conditions apply to any commercial agreement or other contract or arrangement between Adidiof Solutions Ltd and the Client.
These terms and conditions apply to the exclusion of any other contract terms or conditions proposed by the Client, and they may not be altered or amended unless Adidiof Solutions Ltd agrees in writing and signs it.
Outset and engagement parameters
- This Agreement does not create an exclusive relationship, and nothing in it prevents Adidiof Solutions Ltd from acting for or delivering similar or identical works to any current or potential third party.
- Adidiof Solutions Ltd’s Works are for the exclusive use and profit of the Client and may not be supplied or passed on to anyone else without Pixel Kicks Ltd’s prior written consent.
- It is agreed and understood that any activities are undertaken by the Client (or any third party on its behalf) in relation to or similar to the Works, including without limitation any modification of the Works, modification or changes to the Client’s website, or the use of or inclusion of any third-party product or service that may relate to the Works, will interfere with Adidiof SolutionsLtd’s provision of the Works and will have an impact on the results, outcomes, and outcomes. All such actions should be agreed with Adidiof Solutions Ltd prior to implementation, and the Client must not carry them out without Pixel Kicks Ltd’s prior written approval.
- The Client shall cooperate with and act in good faith towards Adidiof Solutions Ltd at all times during the Engagement, and shall, upon request, perform such acts and provide such source materials as Adidiof Solutions Ltd requires to incorporate into the Works, or as Adidiof Solutions Ltd requires to carry out its obligations under the Engagement Letter and hereunder.
- During Adidiof Solutions Ltd’s provision of the Works to the Client, the Client shall not: Hire any Search Engine Optimisation or Pay Per Click Company other than Adidiof Solutions Ltd to work on their website promotion; Hire any Submission Company other than Adidiof Solutions Ltd to provide their Search Engine Optimisation services; Create any duplicate sites, duplicate content or pages, redirects or doorway pages to their website.
- Adidiof Solutions Ltd does not provide credit.Adidiof Solutions Ltd will provide monthly bills for all Works supplied to the Client during that calendar month. Invoices will be sent whenever the Works for that calendar month have been completed, or sooner if the Engagement has ended. Any question or issue the Client may have about an invoice must be raised within 7 days of the invoice’s date. Any questions or objections expressed after this 7-day period are invalid, and the invoice must be paid in full, without deduction or setoff.
- Adidiof Solutions Ltd shall be right to delay or postpone the performance of future Works until it receives payment of the invoice or any payments due in the case of non-payment of any invoice. Furthermore, until Adidiof Solutions Ltd receives payment for any outstanding invoice, it has the right to withdraw the Works given to the Client and billed for under that invoice.
- If the Works involve Pay Per Click or other search engine placement services that require payments to third parties and are agreed upon by the Client prior to implementation, the Client must provide Adidiof Solutions Ltd with monies on account for any out-of-pocket expenditures it incurs in providing the same.
- The Client agrees to keep the terms of the Engagement Letter and any information provided by Adidiof Solutions Ltd in connection with the Engagement Letter, Adidiof Solutions Ltd’s business, and the Works secret and confidential, and not to disclose or make such information or part thereof to any third party (except its own employees and advisers on a need-to-know basis) without Adidiof Solutions Ltd’s prior written consent.
- Unless otherwise agreed and specified in writing in the Engagement Letter, the Client shall not modify, adapt, or translate the Works except with Adidiof Solutions Ltd’s prior written consent or as otherwise permitted by law, where all modifications, adaptations, and translations shall belong to and vest in Adidiof Solutions Ltd.
- The Client shall check the Works on a regular basis and shall promptly notify Adidiof Solutions Ltd if any portion of the Works fails to conform with the Engagement Letter or is faulty in material or workmanship.
- loss of service, unavailability of files, data damage, third-party misuse of equipment, failure of any externally managed equipment, Communications devices, or other services judged to be beyond Adidiof Solutions Ltd’s control.
- In the event that the Client materially breaches any of these terms and conditions and/or the Engagement Letter, Adidiof Solutions Ltd shall be right to immediately restrict, suspend, or terminate the Engagement, subject to the restrictions of section 4 of these terms and conditions.
- If any portion of the Engagement Letter or these terms and conditions is found to be unenforceable, that section will be construed as closely as practicable to represent the parties’ intentions, at Adidiof Solutions Ltd’s discretion, and the remaining parts will continue in full force and effect.