Terms & Conditions and Disclaimers

TERMS AND CONDITIONS FOR THE SUPPLY OF MARKETING SERVICES

 

DEFINITIONS AND INTERPRETATION

  1. In these terms and conditions the following definitions apply unless otherwise stated:

 

‘Business Day’ means a day (other than a Saturday, Sunday, or public holiday) when banks in London are open for business.

 

'Contract' means the contract between the Company and the Client for the supply of Services governed by these Terms.

 

‘Client’ means the individual or business entity who purchases Services from the Company and whose details are set out in the Order. 

 

'Force Majeure Event' means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, an 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 or default of suppliers or subcontractors.

‘Company’ means Stephanie Orgill trading as Joli Stag, a company incorporated in England whose registered office is in Acklington.

‘Intellectual Property Rights’ means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

‘Order’ means the order placed by the Client through written, email, or verbal means.

 

’Order Form’ means a written, emailed, or verbal conversation with the Client which together with these terms and conditions shall form a binding contract.

‘Quotation’ means the written, emailed or verbal quotation prepared by the Company which contains its proposals for providing Services to the Clients.

‘Services’ means the services the Company will provide to the Client as specified in the Order. 

 

‘Specification’ means the description or specification of the Services in the Order.

 

‘Terms’ means these terms and conditions as updated from time to time by the Company.

 

‘White Label Work’ means Services provided by the Company to a Client who rebrands these services for the benefit of their client.

 

  1. Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words that denote a particular gender, they shall be also read to include all genders and vice versa. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
     

  2. TERMS AND CONDITIONS  

    1. These Terms shall apply to all agreements concluded between the Company and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing. 

    2. These Terms and the Order may only be varied by express written or emailed agreement between the Company and the Client within 14 days of the contract starting. 
       

  3. THE CONTRACT

    1. The Order constitutes an offer by the Client to purchase the Services under these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.

    2. The Order shall only be deemed to be accepted when the Company has started to provide the Services having received the Order, at which point the Contract shall come into existence.

    3. The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, under the Privacy Policy and these Terms.

    4. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Any samples, descriptive matter, or advertising issued by the Company and any descriptions are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply of Services.

    5. A Quotation for the supply of Services given by the Company shall not constitute an offer. A Quotation shall only be valid for 14 Business Days from its date of issue. 

    6. For any White Label Work, the Client understands and agrees that the Company has no contractual relationship and therefore no liability in respect of the ultimate client with whom the Client agrees to perform the White Label Work.


  4. COMPANY OBLIGATIONS AND WARRANTIES

    1. The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification. 

    2. The Company shall use all reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services, works will be done around the Companies own schedule. The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate instructions, log-in information, or any other instructions relevant to the supply of the Services. In this case, no refunds will be given if the Client decides to cut short the agreement, whether the works are carried out or not.

    3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable laws or situations like above.

    4. The Company shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided always that the Company shall remain liable to the Client for the performance of the Services as if it had carried them out itself. 
       

  5. CLIENT’S OBLIGATIONS AND INDEMNITIES

    1. The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order by any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority. 

    2. The Client shall be obliged as quickly as possible to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms, and any written material submitted by the Company. In addition, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems, or where it may otherwise be required by the Company. 

    3.  The Client shall be obliged to inform the Company immediately of changes of domain names, websites, technical setup, and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.

    4. If the Client fails to undertake those acts or provide those materials required under this clause within any agreed deadline (and at least within 14 Business Days of the date requested by the Company) the Company shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the Company has been able to deliver them.

    5. The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs, and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services under the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach of confidentiality or contract or defamation.

    6. The Client undertakes to comply with all applicable rules, regulations, codes of practice, and laws relating to its use of the Services, including without limitation its obligations under the Data Protection Act 2018, the Regulation of Investigatory Powers Act 2000, Competition Act 1998, and the E-Commerce Directive and equivalent legislation and hereby agrees to indemnify and to keep the Company indemnified in respect of any costs, claims or proceedings whatsoever brought against the Company by any third party in connection with any breach of the same by the Client.

    7. As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing the optimisation changes recommended by the Company. As notified by the Company, in certain cases for amendments to existing optimisations, the Client shall allow the Company use of the site’s FTP or content management system’s username and password to gain access to complete work.

    8. The Company requires that prior notice be given for any alterations relating to the Client’s website(s) that may affect the services supplied by the Company. If alterations are made by the Client or a third party to the Client’s site(s) search engine placements may be affected and the Company cannot be held responsible.

    9. The Company advises that regular, fresh content added to the site will help to improve the stability of rankings within search engines and the Client understands that regular, unique content plays an important part in the success of a website, and failure to add unique content will lessen the impact of SEO services.

    10. In respect of all White Label Work, the Client shall indemnify the Company against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal and other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the contract between the Client and their client for the White Label Work.
       

    1. PRICES

      1. Unless otherwise expressly stated, all prices shall be in Pounds Sterling. If extra duties are introduced or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices accordingly.

      2. The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a licence directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licences from third-party owners and licensors.

      3. The price stated in the Order shall be an estimate based on a qualified estimate of the number of hours required to provide the Services or whichever Service package has been chosen. This is an estimate only and Services shall be invoiced by the actual number of hours spent under the price set out in the Order or Quotation and if the price is not so stipulated, the Client shall be charged at the hourly rate specified in the Company’s then-current price list or conversation had with them. The Company shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order. 

      4. Whilst every effort is made to ensure that costing estimates are accurate, the Company reserves the right to amend any estimate, should an error or omission have been made.

      5. If the Client has taken out an Order or Service over a set period and has paid in full, if the Client decides they no longer wish to proceed with Works anytime after 14 days then no refund will be issued to the Client. 


  6. PAYMENT

    1. The Company shall invoice the Client either by package, weekly or monthly, either in advance or following Services delivered. Before the Company carries out any work Clients are usually asked to provide a non-refundable fees deposit. This deposit is like a rent deposit. It is kept securely and will be offset against the Client’s last invoice(s) when the work detailed in an Order has been completed. Also, if the Client does not pay a monthly invoice when it is due the Company will be within their rights to add a £20.00 late payment fee/charge for every month which the invoice is not paid.

    2. The Client shall pay each invoice submitted by the Company within 7 Business Days of the date of the invoice and in cleared funds under clauses below. Payments by Paypal or Bank Transfer are accepted.

    3. The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off, or counterclaim against the Company to justify withholding payment of any such amount in whole or in part. The Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.

    4. In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 or at the rate of 2 per cent to 20 per cent. At the Company’s discretion, a fee of £20.00 shall be charged per monthly reminder for overdue payment submitted to the Client. The Company shall be entitled to submit such reminders monthly once the fees have become overdue. The Company expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums.

    5. Late payment shall be considered as constituting a material breach of the Contract entitling the Company (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach.

    6. If the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order, the Company shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered under the Order. The Company shall be entitled to payment based on the Company’s price list applicable from time to time for any additional work required because of the Client’s failure to assist or delay in assisting.

  7. If the Client subsequently requires the Company to complete the work within a shorter time frame than specified in the Order the Company reserves the right to charge additional monies to prioritise such projects ahead of pre-planned work.

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  8. DELAYS AND COMPLAINTS

    1. Complaints concerning delays or breaches of the Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract. 

    2. The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (‘Third Party Services). The Client acknowledges that the Third Party Services will be governed by that third parties terms and conditions and that the Company cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies. 

    3. The Company’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same. 

  9. There may be delays in works due to a Force Majeure, Holiday, Sickness or Illness of The Company, Maternity Leave, Unforeseen Circumstances or Scheduling Overlaps. The Client accepts that this can happen and the Company will not be held liable for works that are completed before or after one of the above events to preemptively post ahead of time or to catch up on missed works after an event e.g holiday. The works will be carried out in a UK time-zone regardless of the Company's location and at a specified time or specified day which has been agreed in writing. If nothing has been specifically agreed in writing by the Client or states e.g '2 times per week' then the Company is within their rights to post the relevant content for the week, twice within 1 day. If there are problems with this or the Client would like content moved to another date then the Client shall notify the Company within 48 hours of the content being published.

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  10. LIABILITY

    1. The Company shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.

  11. Without prejudice to the generality of Clauses above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories: 

      1. Any indirect or consequential loss arising under or in relation to the Contract even though the Company was aware of the circumstances in which such loss could arise;

      2. Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill; 

      3. Loss of data; and 

    1. Fraudulent clicks on any of the Client’s accounts managed by the Company.

  12. To the extent such liability is not excluded by sub-clauses above or below, the Company’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not, in any event, exceed the total sum invoiced for the Services. 

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  13. OTHER LIMITATIONS OF LIABILITY

    1. The Company shall not be liable for downtimes, interference in the form of hacking, virus, disruptions, interruptions, faulty third-party software, search engines or websites on which a service is dependent, or other deliveries from a third party. the Company shall use its reasonable efforts to assist in remedial efforts if so requested by the Client. Any work connected with remedial efforts as described above shall be charged to the Client separately under these Terms or (at the Company’s discretion) the Company’s price list applicable from time to time.

    2. The Company shall use all reasonable endeavours to deliver Services relating to social media optimisation. However, the Company shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers, or other matters beyond the Company’s control and reserves the right to make changes to Services as a result of the same. In addition, the Company shall not be liable for other changes or discontinuation of social media.

    3. The Company shall not be liable for Services relating to social media optimisation or sponsorships leading to a minimum number of views, position, or frequency in searches on relevant words or otherwise. In addition, the Company shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, purchases, or the like. 

  14. If the Client does not implement some or all of the Company’s recommendations, the Company shall not bear any liability for any lack of success experienced by the Client relating to the Services.

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  15. INTELLECTUAL PROPERTY RIGHTS

    1. It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property Rights when they provide any text, image, or representation (“Materials”) to the Company for incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as applicable) an irrevocable licence to the Company to use such Materials to provide the Services for the duration of the Contract. 

    2. The Client shall be responsible for ensuring that the contents of Materials which the Client has contributed or approved are not in contravention of legislation, marketing rules, or any other third-party rights. The Company shall be entitled to reject and delete such material without incurring any liability.

    3. The Client shall indemnify the Company against all damages, losses, and expenses suffered or incurred by the Company as a result of the Materials which the Client has contributed or approved being in contravention of legislation, decency, marketing rules, or any action that any such Materials infringe any Intellectual Property Rights of a third party. 

    4. The parties shall be obliged to notify the other party without undue delay of any claims raised against a party as described above. 

    5. Unless expressly stated otherwise in these Terms or an Order, the Intellectual Property Rights created, developed, subsisting, or used in connection with the Services and whether in existence at the date hereof or created in the future shall vest in and be the property of the Company or the relevant third party from whom the Company has acquired a right of use intending to execute the Order. The Client agrees to execute and deliver such documents and perform such acts as may be necessary from time to time to ensure such Intellectual Property Rights vest in the Company.

    6. The Intellectual Property Rights as mentioned in Clauses above and below shall not be used, assigned, distributed, copied, forwarded to online or offline activities by the Client without a separate, express written agreement.

  16. The Client hereby irrevocably licenses the Company to use and display the Client’s name, figure, logo, etc. as a reference on the Company’s website, other marketing materials, or types of media whilst they are a Client of the Company and for 24 months after the Contract terminates. The Client agrees to send the Company its most recent logo as and when it is amended.

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  17. CONFIDENTIALITY AND PERSONAL DATA 

  18. Please refer to the Privacy Policy for any GDPR.

  19. TERM, TERMINATION, AND ASSIGNMENT

    1. The Contract shall renew automatically for a further term of one month at the end of each month unless and until either party notifies the other of its wish to terminate the Contract with at least 14 business days’ written notice.

  20. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if the other party:

      1. Commits a material breach of the Contract and fails to remedy that breach within 14 business days of that party being notified in writing of the breach; or

      2. Is unable to pay its debts or (except for a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for winding up the defaulting party or the defaulting party enters into liquidation whether compulsorily or voluntarily or has a receiver, administrator, or administrative receiver appointed over all or any of its assets or the defaulting party ceases to carry on all or a substantial part of its business.

    1. The contract will need to be paid in full if the client party is terminating the contract. If the client wishes for works to be stopped before the automatic renewal date of the 15th day of every month then the remaining time of the contract will still need to be paid for, for example, 'The client gives the notice to terminate of 14 business days on the 7th day of the month, the client will have to wait 14 days for the works to stop and pay any remaining works whether carried out or not up until the 15th day of the month after 14 business day notice'. If the business is to terminate the contract, only the outstanding works from the contract will have to be paid for and not the remainder of the contracted month.

    2. The Company shall, in addition to all other rights and remedies under these Terms be entitled to terminate this Contract without notice if any of its charges for the Services are not paid under these Terms. 

  21. The Company shall be entitled to assign or subcontract any of its rights or obligations under the Contract and these Terms and the Client acknowledges that certain elements of the Services will be provided by third parties.

  22. FORCE MAJEURE

    1. Neither party shall be held liable for a Force Majeure Event, however, no refunds will be issued.

    2. If a party believes that a Force Majeure Event has occurred, such party shall immediately inform the other party of the start and end of the Force Majeure Event.

  23. Notwithstanding the other provisions of the present Terms, each party shall be entitled to terminate the Contract without liability to the other by written notice to the other party if the performance of the Contract is impeded for more than 6 months due to a Force Majeure Event. 

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  24. MISCELLANEOUS

    1. The Company reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client.

    2. If any term of these Terms is found illegal, invalid, or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity, or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.

    3. A person who is not a party to the Contract shall not have any rights under or in connection with it, and the Contract of Terms is still valid with or without a signature from the Client.

  25. All notices must be in writing to Stephanie Orgill trading as Joli Stag, or such address as is advised by the Company.

  26. ENTIRE AGREEMENT 

The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding, or arrangement between the parties, whether made orally or in writing, and constitute the entire agreement between the Company and the Client relating to these Services. Therefore, all other conditions and warranties (implied, statutory, or otherwise) are hereby excluded to the fullest extent permitted by law.

  1. LAW AND JURISDICTION

    1. The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.

    2. The Contract shall be governed by and construed under English law and the parties hereby agree to submit to the non-exclusive jurisdiction of the English courts.

 

WEBSITE DISCLAIMER

 

The information provided by Stephanie Orgill (“we,” “us” or “our”) on https://www.jolistag.co.uk (the “Site”) is for general informational purposes only. All information on the Site is provided in good faith, however, we make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of any information on the Site. UNDER NO CIRCUMSTANCE SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE OR RELIANCE ON ANY INFORMATION PROVIDED ON THE SITE. YOUR USE OF THE SITE AND YOUR RELIANCE ON ANY INFORMATION ON THE SITE IS SOLELY AT YOUR OWN RISK.

 

PROFESSIONAL DISCLAIMER

 

The Site cannot and does not contain marketing and social media advice. The marketing and social media information is provided for general informational and educational purposes only and is not a substitute for professional advice. Accordingly, before taking any actions based upon such information, we encourage you to consult with the appropriate professionals. THE USE OR RELIANCE OF ANY INFORMATION CONTAINED ON THIS SITE IS SOLELY AT YOUR OWN RISK.

 

TESTIMONIALS DISCLAIMER

 

The Site may contain testimonials by users of our services. These testimonials reflect the real-life experiences and opinions of such users. However, the experiences are personal to those particular users, and may not necessarily be representative of all users of our products and/or services. We do not claim, and you should not assume, that all users will have the same experiences. YOUR RESULTS MAY VARY. 

 

The testimonials on the Site are submitted in various forms such as text, audio, and/or video, and are reviewed by us before being posted. They appear on the Site verbatim as given by the users, except for the correction of grammar or typing errors. Some testimonials may have been shortened for the sake of brevity where the full testimonial contained extraneous information not relevant to the general public.

 

The views and opinions contained in the testimonials belong solely to the individual user and do not reflect our views and opinions. We are not affiliated with users who provide testimonials, and users are not paid or otherwise compensated for their testimonials.

Revised, September 31, 2020. 

Revised for Lawful Basis, April 28, 2021. 

Revised for Clarity, July 10, 2021. 
Revised for Clarity, August 11 2021.