Terms and Conditions

1.1 Nautilus Marketing Ltd is a company incorporated in England and Wales with a company number 11824320, having its office registered address at 85 Great Portland Street, First Floor, London, W1W 7LT (“We” “Us”).

1.2 We are a full-service digital marketing and consultancy that provides digital marketing and web design services including web development, SEO, graphic design, social media and App development.

2.1 You wish to appoint us to provide Services (as defined below)and we have agreed to provide Services, subject to the terms and conditions set out in this agreement (“Agreement”).

3.1 We will work with you to understand what you need from us and how we can help you through an initial consultation either via email, face-to-face, zoom or phone, after which you can then let us know if you would like to work with us at which point, we will confirm in writing and the agreement between us will be formed.

3.2 Your Instructions should contain a clear description of your specific requirements.

3.3 Once we have received your instructions, we will give you a written proposal setting out what we will do for you, the fees and any other relevant details (“Proposal“).

3.4 Our Proposal will be valid for 30 business days, and you will need to accept it in writing by way of response. We will then confirm in writing at which point our contract will become binding and we will begin to provide our Services on the date we agreed in the Proposal. Please note that we reserve the right to choose not to work with clients, and will let you know in reasonable time if we decide to exercise this right.

3.5 Our marketing material doesn’t form part of the Agreement but is intended to give you an indication of how we work.

3.6 The Agreement and Proposal form a legally binding contract between us so please read them carefully.

4.1 Subject to your needs and requirements, we may offer any of the following Services to you:

(a) website design and development (including logo and site design);

(b) search engine optimisation (SEO) and Link Building/ Digital PR;

(c) website and email hosting;

(d) social media marketing;

(e) pay per click marketing (PPC) and media buying;

(f) copywriting;

(g) photography and videography;

(h) app development;

(i) website maintenance and support;

(j) logo and graphic design.

(collectively the “Deliverables”)

5.1 We will work closely with you to reasonably ensure that we can provide our Services within your preferred time scales, which will be confirmed in writing by you, but we do highlight that dates are estimates and may be liable to change, though we would always try to reasonably make sure things work for you.

5.2 Our standard office hours are Monday – Friday, 9am – 5pm. Any responses to your requests or Services we provide outside this time are discretionary and will only be provided if deemed urgent by us.

5.3 Our services may be provided by any of our carefully chosen nerds. We reserve the right to decide which member of our team is designated to provide Services to you at any time and without notice to you.

6.1 You warrant, represent and undertake to us that you:

(a) have the legal capacity and are free to enter into and to perform this Agreement and have not entered into any professional, legal or other commitment which would or might conflict with or prevent you doing so;

(b) shall pay our fees in accordance with this Agreement;

(c) shall not act in a way that (including by way of omission) as to frustrate our ability to fulfil our obligations under this Agreement, including but not limited to not cooperating with us, or providing us with sufficient and accurate up to date information.

6.2 You agree that under this Agreement, your obligations shall be as follows:

(a) ensure that the information that you give us to work with is accurate and up to date;

(b) cooperate with us during the implementation of our processes;

(c) obtain all necessary licenses or consent;

(d) make sure that the areas we need to work in within your premises are suitable and that the people who need to be there are there on time;

(e) ensure that all material you provide to us is free from third party rights;

(f) at all times act in good faith towards us;

(g) implement our suggestions.

6.3 Unfortunately, if you don’t work with us in the ways we describe above, we cannot be liable for any problems or delays that arise during our time with you as a result and we may need to recover losses or expenses from you.

7.1 Our services will be provided and invoiced by Nautilus Marketing Ltd.

7.2 Our fees are payable in accordance with your Proposal/Quote, including any deposit and/or staged payments. Our fees are to be paid within 14 days of receipt of our invoice unless otherwise agreed in writing.

7.3 Please note that if you have a monthly subscription with us, you will be billed on the date on which you subscribe to us for each subsequent month that you are with us. Monthly subscriptions operate on a monthly rolling basis with no fixed term.

7.4 We use GoCardless and Stripe. Both offer you the chance to sign up for automatic payments to settle your fees with us. Please note that if you elect to sign up for a direct debit or automatic payment with us, by signing this Agreement you are authorising us to use GoCardless and/or Stripe to automatically charge your fees for future invoices without giving you further notice.

7.5 If we ask you for a deposit, this will be set out in the Proposal and payable in advance of services commencing and will be non-refundable upon cancellation for any reason.

7.6 We may need to charge you for travel and other expenses accrued during providing our service to you. This will be in addition to the fees set out and will be at our discretion.

7.7 We reserve the right to review your monthly fee on an annual basis.

7.8 Our fees must be settled when they fall due. If you fail to pay our fees in accordance with clause 7.2, we reserve the right to either terminate this Agreement in accordance with clause 15 or suspend our Services until such a time as payment of the outstanding fees have been met in full. Should this be relevant, no refund or discount for the non-serviced period will apply.

7.9 In the event of Termination for whatever reason all fees due to us under this Agreement will fall due immediately and must be paid by you within 14 days of giving us notice of termination in accordance with clause 15.

7.10 If you fail to make the payment in accordance with the Proposal, we reserve the right to charge interest on the overdue amount at the rate of 4% per annum above the rate base for the time being of the Bank of England accruing on a daily basis from the due date up to the actual payment.

8.1 During the term of this Agreement and for a period of 6 months thereafter, you warrant, represent and undertake that you will not use (or in any way exploit) the Deliverables with or in connection with any other digital marketing company (“Competitor”).

9.1 We work hard to ensure that we understand your needs before we start providing our Services to you but there may be times when you want to change the scope of what we’re doing for you. In such event you will need to let us know in accordance with clause 19 as soon as practically possible.

9.2 If you do require changes and have told us in writing, then we may need to alter timescales and / or provide our Services in a different way which may mean we need to revisit fees and we will produce a revised Proposal. We will only make these changes once we have your written agreement to a revised Proposal.

10.1 We define Intellectual Property Rights (or “IPR”) as: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

10.2 Subject to the rest of this clause 10, all IPR in the Deliverables will vest in us.

10.3 During the duration of this Agreement, we shall grant you a non-transferable, revocable and conditional license (“License”) to use the Deliverables created under or in connection with this Agreement, provided that:

(a) you make payment of all the fees due to us in accordance with the terms of this Agreement; and
(b)you do not cause or allow any Competitor to use the Deliverables; and
(c) you have complied and continue to comply with the terms and conditions of this Agreement.

Subject to clause 10.5 of this Agreement, in the event that you breach this clause 10.3 (or any other term of our engagement), the License shall automatically terminate, and you shall have no right to use the IPR of the Deliverables created by us under or in connection to this Agreement.

10.4 Upon expiry or termination of this Agreement, we may transfer the IPR in the Deliverables to you created by us under this Agreement to you provided that:

(a) you make payment of all the fees due to us in accordance with the terms of this Agreement; and
(b) you do not cause or allow any Competitor to use the Deliverables for a period of 6-months after this Agreement terminates or expires; and
(c) you have complied and continue to comply with the terms and conditions of this Agreement.

Subject to clause 10.5, in the event that you breach this clause 10.4 (or any other term of our engagement), all rights granted to you under clause 10.4 shall revert back to us and you shall have no right to use the Deliverables created by us under or in connection to this Agreement.

10.5 In the event that (i) you are in breach of clauses 10.3 and / or clause 10.4; and (ii) you wish to use the Deliverables, we reserve the right to charge you a license fee to use the Deliverables (the “License Fee”). The License Fee will be £300 plus VAT (or such other fee as we may determine from time to time).

10.6 For the avoidance of any doubt, if you breach clause 10.3 or clause 10.4 of this Agreement, and do not make payment of the License Fee, you shall have no right to use, access or in any way exploit the Deliverables created by us under or in connection with this Agreement.

10.7 By entering into this Agreement, you agree that you shall not do anything that may infringe upon or in any way undermine our IPR, nor shall you do anything that may infringe upon or in any way undermine the IPR in the Deliverables created by us under this Agreement.

10.8 You agree to indemnify us against any loss, claim, expense, costs, demands and liabilities, whether direct or indirect, arising out of a claim by a third party for alleged infringement of IPR if arisen from the use of our Services.

10.9 For the avoidance of doubt all of our rights not granted to you under this Agreement are reserved by us and shall remain our property absolutely, and nothing in this Agreement shall prevent or prejudice us from licensing to other third parties in connection with activities unconnected with our obligations under this Agreement.

10.10 We’re proud of our work and reserve the right to apply the text “Designed by Nautilus Marketing” on your website (if applicable) in perpetuity. Should you wish to remove this, a fee of £300 plus VAT applies. We reserve the right to charge this fee notwithstanding that we may not be engaged by you. Removal of our name does not mean surrendering our design credit to any other party. Without our expressed consent, you agree that “Designed by Nautilus Marketing” will be visibly displayed on your website (if applicable) acknowledging our design credit.

11.1 Although we will work very closely with you to achieve your aim of bringing in more business and increasing your turnover, we cannot promise that this will be the outcome of working together, this is because there are too many variables for us to be able to guarantee an outcome such as the economy and your market sector.

11.2 We reserve the right to remove any of our personnel and / or equipment from a location if it is deemed unsafe or if we are subjected to abusive or aggressive behaviour. In this instance you shall be liable for any costs incurred because of this.

12.1 Without prejudice to any rights or remedies implied by statute or common law or under any provision of this Agreement, you shall indemnify us and keep us indemnified in full against any and all losses, liabilities, costs, claims, demands, expenses and fees (including, but without limitation, legal and other professional fees), actions, proceedings, judgments awarded and damages suffered or incurred by us arising out of or in connection with any breach of this Agreement as a result of your actions/ inactions.

12.2 We carry public liability insurance cover of £2,000,000, a copy of which is available upon request.

13.1 We know that we will receive confidential information during our time with you and we want you to rest assured that we will not disclose any of this confidential information to third parties without your permission (for example, where we bring in a third party to help us offer you a particular service). The only exceptions to this are where the information is already in the public domain or we are required to disclose it as required by law or during court or other formal proceedings.

13.2 By the same token, you agree not to disclose our confidential information or working practices.

13.3 At any time during the term of our engagement or thereafter, you further agree and undertake that you will not make or publish any derogatory or despairing statement to any third party concerning us that might be expected to damage or also lower our reputation.

14.1 We do of course hope that you will never need to make a claim against us but, if you do, we limit our liability in aggregate for any and all claims made against us (however so arising) in contract, any claims under indemnity, breach of statutory duty, tort (including but without limitation negligence) misrepresentation or otherwise, arising out of or in connection with this Agreement shall be limited to the price of the project you have taken with us.

14.2 Please note that we shall not be liable to you for any loss of profit, loss of anticipated profit, loss of business, loss of contract, economic loss, overhead recovery, anticipated savings, loss of data, depletion of goodwill nor for any special, indirect or consequential loss or damage or otherwise for any costs, expenses or other claims for consequential compensation whatsoever (however so arising) which arise out of or in connection with this Agreement.

14.3 Nothing in this Agreement shall operate to exclude or limit your liability in relation to death or personal injury in the event of our negligence.

14.4 The provisions of this clause 14 shall survive termination or expiry (for whatever reason) of this Agreement.

15.1 Either one of us may terminate this Agreement by giving 30 days’ written notice to the other party, except in relation to photography and videography services outlined in clause 15.3. Please note that if you terminate the Agreement part way through our project, we will not refund the fees pre-paid for the subsequent month that the termination notice is given and you shall remain liable in full for all fees due and payable (even if such fees are yet to be invoiced to you) until the termination of the Agreement (including any relevant notice period).

15.2 In the event that you terminate your monthly subscription service with us, you will be required to give 30 days’ written notice to us from the date of your next subsequent bill, as defined in clause 7.3 of this Agreement. Please note that you will be charged pro-rata from the date you give us notice of your termination until the 30 days’ notice period has expired.

15.3 In addition to clause 15.1 either Party may terminate this Agreement with immediate effect by providing written notice if:

(a) the other Party commits a material breach of the terms of this Agreement which remain unremedied for 14 days following notification of such breach; or

(b) the other Party commits an act which is likely to or may, in their reasonable opinion cause substantial/ and or serious damage to the other Party.

15.4 Without affecting our other right of remedy available to us, we may terminate this Agreement with immediate effect by giving you written notice if:

(a) you fail to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; or

(b) you commit a material breach of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; or

(c) we become unable to provide and / or are no longer able to offer you the Services as set out in this Agreement, for whatever reason and we have provided you with written notice of the same; or

(d) you become insolvent or take any action that could affect your ability to pay our fees.

16.1 These sorts of events include but are not limited to government intervention, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Service Provider or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemic, epidemic, or default of Service Providers or subcontractors.

16.2 If we cannot perform our part of this Agreement because of such an event, then will notify you as soon as is reasonably practical, and if such event continues for a period in excess of 1 month then you shall be entitled to terminate this Agreement with immediate effect, without liability to us, by giving us written notice.

16.3 In the event of termination, pursuant to clause 15 of this Agreement, you shall repay to us any part of the fees (if any) in respect of period or periods affected by such termination or suspension apportioned on a basis which shall be fairly and reasonably attributable to such termination or suspension.

17.1 You consent that we may display, and exhibit works that we have produced for you, which may or may not include reference to you or your business, products, services to our potential clients in any marketing materials, our website, or our social media for the purposes of the promotion of our services.

17.2 We shall not disclose any confidential information or information that is commercially sensitive.

17.3 If you do not wish us to publish your details as set out in the above clause 17.1, you should notify us in writing in advance before electronically signing the Agreement.

17.4 We shall not be liable for publication of the works or reference to you if you have not notified us of your objection in line with 17.3.

18.1 You agree to comply with your obligations as a data controller under all statutes, laws, secondary legislation, and regulations pertaining to data protection in force in the United Kingdom and as may be amended, updated, reinstated or replaced from time to time including The General Data Protection Regulation (Data Protection Laws) and acknowledge that we are Data Processor in respect of any Personal Data.

18.2 We shall process the Personal Data in accordance with your instructions from time to time and shall not process the Personal Data for any other purpose than that authorised by you.

18.3 Both Parties warrant to comply with the Data Protection Laws. You agree to indemnify us in full and on demand against all costs and expenses, claims, liabilities, proceedings, fines, loss, or damage incurred by us as a result of any failure by you to comply with any obligations set out in this clause 18.

19.1 Any notice under or in connection with this Agreement shall be in writing and must be sent either by email to the address set out in the Proposal or by first class or recorded post to our registered address, 85 Great Portland street, First Floor, London, W1W 7LT.

19.2 Notice sent by email will be deemed received at 9am the next business day, two business days after first class postage or on delivery or recorded post.

19.3 This clause shall not apply to service of any legal proceedings.

20.1 We agree that every effort will be made to provide high quality photo and video services, however, in the unlikely event of mechanical failure to the equipment or transport resulting in our inability to provide you with the full scope of Services, our liability will be limited in accordance with clause 14 above.

20.2 We will store all videos for twelve (12) months after delivery of Deliverables. We happily offer a copying service for an administrative fee of £75 excl VAT, however, we are not responsible for safekeeping your footage after expiry of this term.

21.1 Wherever possible, royalty free or public domain images may be used in the design of your website with your prior written permission.

21.2 Any issues between an unknown author of such images and publication of said images on site will be your responsibility.

21.3 Whilst we warrant (to our knowledge) that IPR created under this Agreement does not infringe upon any third party IPR. In the event of a suit against us based on a claim that the IPR created under this Agreement using royalty free images infringes upon any third party IPR, you agree to defend and indemnify us and keep us indemnified against any and all losses, liabilities, costs, claims, demand, expenses and fees (including, but without limitation, legal and other professional fees), actions, proceedings, judgements awarded and damages suffered or incurred by us arising out of or in connection with any such claim whereby you have provided us with imagery or IPR.

22.1 Where appropriate, we shall use the WordPress CMS but shall not be responsible for site outages or any costs, losses, or damages, due to the WordPress platform or ‘Plug-In applications’ used to create your website.

22.2 It is important to update WordPress and any used ‘Plugins’ when new updates are available, which shall remain your responsibility unless a maintenance contract with ourselves is agreed.

22.3 Ongoing maintenance packages are available on a monthly retainer or as an ad hoc service subject to pre agreed hourly fees.

23.1 Online marketing involves SEO & Links & Digital PR , PPC & Media Buying, Social Media Marketing/Management or Email Marketing. You shall be responsible for any additional third-party costs associated with such Online Marketing, which may include but is not limited to Google Ad spend. We shall use reasonable endeavours to notify you of such cost prior to being incurred.

23.2 We shall carry out tasks known to help business through your chosen online marketing tool for an ongoing period.

23.3 Whilst we have a track record of achieving great results, we cannot guarantee any improvements of any kind.

24.1 We may transfer our rights and obligations under a contract to another organisation, but this will not affect your rights or our obligations under these Terms.

24.2 This contract is between you and us. The Agreement is therefore intended to benefit and be enforceable by both Parties.

24.3 No other person shall have any rights to enforce any of its terms.

24.4 No variation of this Agreement shall be effective unless is in writing and signed by the Parties.

24.5 This Agreement constitutes the entire Agreement between the Parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

24.6 If we introduce you to our partner network for any additional services outside the scope of this Agreement, we will not be liable for the agreement created between you and the third party should any issues arise.

24.7 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, by a court of law it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. The Parties shall attempt to substitute for any invalid, illegal or unenforceable provision a valid or enforceable provision that achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid, illegal or unenforceable provision. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. For the avoidance of doubt, any modification to or deletion of a provision or part-provision under this Agreement shall not affect the validity and enforceability of the rest of this Agreement.

24.8 If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations.

24.9 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

24.10 We both irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).