All Green Hosting

AGREEMENTS & POLICIES

Terms of Service

Professional Services Agreement

Last updated: May  01, 2022

This PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is an agreement between allgreenhosting.co.uk (“Company” or “we”) and you (“Customer” or “you”) and applies to all professional services purchased by you (collectively, the “Services”) in connection with your website hosted by Company (the “Website”).

IT IS HEREBY CERTIFIED THAT WHEN THE SERVICES ARE PURCHAED, IT DEEMS THAT CUSTOMER HAS AGREED TO ALL THE SERVICES HEREBY PROVIDED BY allgreenhosting.co.uk.

  1. SERVICES

Services means the services offered by Company on its website/mobile application etc.

 

  1. TERM AND TERMINATION
  2. The initial term of the Services you purchase will be for the time period specified in the confirmation email issued to you when you place your order (the “Initial Term”). The Services will automatically renew on a monthly basis (each a “Renewal Period”) unless you cancel prior to the end of the Initial Term. Please keep in mind that some Services may demand a minimum term commitment (the “Minimum Term”), which will be specified in your confirmation email. The Initial Term, any relevant Minimum Term, and any Renewal Periods are all included in the “Term” of this Agreement. We cannot guarantee that the Services will be completed by a specific date due to the nature of the Services (including, for example, website design and marketing services) and the Customer input required, but we will use commercially reasonable efforts to complete the Services efficiently and on time.
  3. Automatic Renewal. The Services automatically renew to avoid any accidental service interruptions. Unless you terminate or cancel the Services prior to such charge, you understand, agree, and authorise us to automatically bill the appropriate Fees (as defined in Section 8) and charge your credit card or other payment method on file up to fourteen (14) days prior to the end of each Renewal Period. If the Services you purchase have a Minimum Term, this Agreement will automatically renew for consecutive Renewal Periods after the Minimum Term expires.
  4. You may terminate or cancel the Services you ordered at any point during the Term by providing Company notice by phone, subject to Section 8(b) (if applicable). The cancellation request is contingent on the Company confirming account ownership. Prior to the cancellation taking effect, you must pay any Fees and charges that have incurred. If Customer: I fails to pay any Fees payable hereunder; (ii) fails to cooperate with Company or hampers Company’s capacity to deliver the Services; or (iii) breaches the provisions of this Agreement, Company may terminate this Agreement with immediate effect. Furthermore, if Customer’s underlying hosting account is terminated, this Agreement will be terminated as well. If Customer terminates this Agreement before the applicable Minimum Term is completed, Company may charge Customer an early termination fee as provided in Section 8 below.
  5. SCOPE OF SERVICES
  6. Scope of Work. The Company commits to deliver the Services in accordance with the descriptions of the Services on the Company’s website and the scope stated in the welcome email provided to you.
  7. Changes to Order. Any changes to the scope of website design or marketing services must be recorded in writing and filed through the ticketing system of the Company (“Change Order”). If the provisions of this Agreement and a Change Order conflict, the terms of this Agreement will take precedence.
  1. CUSTOMER RESPONSIBILITIES

You undertake to accomplish all essential duties and to give Company with all necessary support and cooperation in order for the Services to be completed on time. It is solely your responsibility to provide: I any assets or materials to be used in the initial build of the Website within three (3) business days of your initial consultation, as detailed further in Section 6(B), and (ii) any compatible equipment or software that may be required for your use of the Services. Company is not liable for any delays caused by your failure to complete your duties in a timely manner to the extent that the performance of any of Company’s obligations under this Agreement is contingent on your performance of your obligations.

  1. LICENSE GRANT

You hereby grant to Company a non-exclusive, royalty-free, worldwide right and licence to: I use, reproduce, publicly perform, publicly display, modify, excerpt (in whole or in part), publish and distribute photographs, illustrations, graphics, audio clips, video clips, text, data, or any other information, content, display, intellectual property, or material (whether written, graphic, sound, or otherwise) you provide to Company solely for the purpose of providing the Services. Except for the rights specifically given above, Company does not acquire any right, title, or interest in or to Customer Content, which remains exclusively your property.

 

  1. WEBSITE DESIGN
  2. Design Specifications. Website design services will be performed in significant accordance with reasonable requirements submitted by you to Company and within the scope of work specified in the purchase confirmation email.
  3. Content Delivery. Within three business days of your onboarding call with our Professional Services team, you must supply Company with comprehensive Customer Content for all web pages of the Website. If you do not submit complete Customer Content by the deadline, Company will develop your Website using content licenced from third parties. The revision method outlined in Section 6(D) below may be used to make additional modifications to the Website.
  4. Launch Phase. Following the completion of the initial design of the Website by the Company, we will contact you to schedule a call to examine the Website and receive your consent to launch it. If you are not yet ready to launch the Website, we will provide you information on how to do so when you are.
  5. Revision Process.You may submit requests for Website adjustments after the Company has completed the basic design of the Website. During the Term, only changes to web pages developed by the Company shall be made.
  6. Accessibility of Website During Construction. During building, you will be able to access the Website using the file manager in your hosting account. During the building process, however, you should not make any modifications to the prototype until we tell you to. Changing files throughout the website creation process may create delays in the website’s completion.
  7. Copyright to Website. You realise, understand, and agree that Company may utilise third-party products and services, such as server-side programmes, clip art, “back-end” software, music, stock pictures, or other licenced copyrighted material, to create and build the Website (collectively, “Third Party Assets”). You further recognise, understand, and agree that any Third Party Assets used to build and develop the Website are the property of Company or its licensors and cannot, and are explicitly not, transferred to you. All Third Party Assets will remain the property of Company or its licensors between you and Company. You are not permitted to remove any metadata from any Third Party Assets or to use any Third Party Assets independently from the Website.
  8. Prohibited Content.In addition to Company’s Acceptable Use Policy, the following content and conduct is forbidden on Company’s web servers, as decided by Company in its sole discretion, and Company will not knowingly include any of the following in the Website or in Customer’s directory: I obscene or unlawful text, visuals, music, or animations; (ii) connections to other websites that may be obscene or associated in any manner to illegal activity; or (iii) harmful materials or destructive programming of any kind.
  9. Website Maintenance. The Website will be maintained during the Term as part of the Services. Design modifications (as indicated in Section 6(D) above), plugin configuration, and general support for assets generated entirely by the Company are all included in website maintenance. After the Term, the client is completely responsible for all elements of the Website’s upkeep. The Website’s completion date is specified in the Customer’s account. Customer is entirely responsible for any changes to the Website requested by Customer outside of the scope of the Services set out in this Agreement, the onboarding call, or any Change Order.
  10. MARKETING SERVICES
  11. Depending on the Services you purchase, Company may provide one or more of the marketing services described below.

 

  1. Managed Local Lift Services. In accordance with the terms of your purchase, Company may provide managed Local Lift services to assist you in managing your company listings across multiple search engines and social media platforms (“Managed Local Lift”). You must maintain a Local Lift account during the Term in order for Company to provide the Managed Local Lift services, and you authorise Company to update directory listings for business name, address, phone number, hours of operation, and other business-specific information required for the Managed Local Lift services. You permit Company to take commercially reasonable means to prevent the information in your listings from being overwritten by a third party during the Term whenever a directory listing is updated with information from your Managed Local Lift profile. Please take note:
  2. SEO Services. You permit Company to develop backlinks through article authoring and social bookmarking in order to impact the ranking of the Website on certain search engines in conjunction with Company’s provision of search engine optimization services (“SEO Services”). The goal of SEO services is to get the website a better ranking in certain search engines.
  • Pay Per Click Services. You permit Company to use appropriate keywords and/or phrases for placing the Website’s contents in Google’s ad network in conjunction with the Company’s supply of pay per click services (“PPC Services”). The goal of PPC Services is to get the Website a better ranking in search engines and/or on social media platforms.
  1. Social Lift Services. You permit Company to utilise relevant Customer Content and pictures for branding, social engagement, and/or driving traffic to the Website on Facebook and Twitter in connection with Company’s supply of Social Lift services. The goal of the Social Lift services is to raise brand recognition, engage followers, and drive traffic to the website via social media.
  2. Company will report results for SEO, PPC, and Social Lift Services on a regular basis.
  3. Customer Acknowledgements. You understand, acknowledge and agree that:
  1. The company has no influence over search engines’ or directories’ policies on the types of websites and/or material that they accept today or in the future. The Website may be removed from any search engine or directory at any time, in the search engine’s or directory’s sole discretion. The company will resubmit any web pages that have been removed from the index, but it cannot guarantee that the search engine will accept them.
  2. It may take two (2) to four (4) months or more for some search engines and directories to list the Website after it has been submitted. For an undetermined amount of time, several search engines and directories may stop accepting contributions. For no apparent or predicted reason, several search engines and directories may remove entries. A listing will frequently “reappear” without any more submissions. If the listing does not return, the Company will re-submit the Website in accordance with the search engine’s or directory’s current policies. For a price, several search engines and directories may provide accelerated listing services. Unless otherwise noted, you are liable for any accelerated service expenses, which will only be charged with your prior approval.
  • In the event that you have purchased both website design and marketing services from Company, the marketing services will not commence until the website design portion of the Services is completed with the Website launch.
  1. Website Changes. Company is not responsible for any Website changes not made by Company that adversely affect the search engine or directory rankings of the Website.
  2. Additional Marketing Services. Additional marketing services may be provided by Company for an additional cost, including for example, re-constructing meta-tags, keywords, and content.
  3. FEES
  4. The fees for the Services shall be presented to you at the time of your purchase and also set forth in the confirmation email (the “Fees”).
  5. Early Termination Fee. ii. After the Website has been submitted, some search engines and directories may take two (2) to four (4) months or longer to list it. Several search engines and directories may cease to accept submissions for an indeterminate period of time. Multiple search engines and directories may eliminate entries for no obvious or predictable cause. Without any further contributions, a listing will commonly “reappear.” If the listing does not return, the Company will resubmit the Website in compliance with the current policies of the search engine or directory. Several search engines and directories may provide faster listing services in exchange for a fee. Unless otherwise stated, you are responsible for any expedited service costs, which will only be charged with your permission.
  6. Hosting Payments. You must keep the hosting account(s) associated with the Website up to date. Any delays in the delivery of the Services by the Company will not be used to postpone payment for hosting services. If your hosting account is past due, Company reserves the right to postpone or suspend the Services until the account is current. Failure to pay for hosting services may result in the Services being cancelled without a refund.
  7. Automatic Renewals. By purchasing the Services, you agree to authorise Company to set up a regular payment plan for your account. The account will be automatically re-billed based on the term duration of the Services you selected when you first purchased them. Unless you cancel, the Fees will be automatically re-billed up to fourteen (14) days prior to the payment date for each Renewal Term. You may cancel the Services you purchased at any point during the Term by calling the Company and informing them of your decision.
  1. The Fees for the Services are nonrefundable unless otherwise indicated in this Agreement. If Company terminates this Agreement, you will be refunded a prorated portion of any prepaid Fees for the current Term, provided that such termination is not due to your breach of this Agreement or Company’s terms of service.
  1. REPRESENTATIONS AND WARRANTIES
  2. Company Representations and Warranties. The Company represents and declares that the Services will be supplied in accordance with the applicable Service descriptions accessible on the Company’s website in all important respects. For a violation of the aforesaid warranty, your single and exclusive remedy and Company’s only duty shall be for Company, at its discretion, to re-perform the faulty Services at no extra cost to you. The foregoing warranties shall not apply to performance issues or defects in the Services that are (a) caused by factors beyond Company’s reasonable control; (b) caused by Customer’s or third parties’ actions or inactions; or (c) caused by Customer’s or third-party equipment not under Company’s sole control.
  3. THE SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND FOR THE SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-IN COMPANY AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES (I) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE; (II) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; OR (III) AS TO THE ACCURACY, EMPLOYEES, AGENTS, SUPPLIERS, AND AFFILIATES OF THE COMPANY
  4. Customer Representations and Warranties. You represent and warrant that any Customer Content you provide to Company for inclusion on the Website or use of the Services is yours or that you have permission to use such intellectual property from the rightful owner, and you will indemnify, protect, and defend Company and its subcontractors from any claim or suit arising from Company’s use of the Customer Content in accordance with this Agreement.
  5. COMPLIANCE WITH LAWS

You agree to be solely responsible for complying with all applicable laws, taxes, and tariffs in connection with your use of the Services and the Website, including without limitation those affecting Internet electronic commerce, and to hold Company and its subcontractors harmless, protect, and defend them against any claim, suit, penalty, tax, or tariff arising from your use of the Services or the Website.

  1. LIMITATION OF LIABILITY
  1. IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICES, INCLUDING FROM ANY INTERRUPTION OF SERVICES,
  2. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY’S LIABILITY TO YOU OR ANY PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE FEES YOU PAID TO COMPANY FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE E THIS IS AN ALL-IN LIMITATION. THIS LIMIT WILL NOT BE INCREASED IF MORE THAN ONE CLAIM IS MADE HEREUNDER.
  3. FORCE MAJEURE

Neither party is liable for any default or delay in performing any of its obligations under this Agreement (other than failure to make timely payments) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, such as fire, flood, acts of God, labour disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages, or the failure of any thief.

  1. RELATIONSHIP OF PARTIES

Company and Customer are independent contractors, and nothing in this Agreement establishes a principal-agent, partner, or joint venture relationship between them. Neither party has, directly or by implication, or may portray itself as having, any right to enter into contracts or agreements in the other party’s name, or to oblige or bind the other party in any way.

  1. ASSIGNMENT

Without Company’s prior written agreement, you may not assign or transfer this Agreement or any of its rights or responsibilities. Any attempted assignment that violates the above clause is null and invalid, and has no force or effect. Without your approval, Company may transfer this Agreement and its rights and responsibilities hereunder, and Company may use subcontractors or agents to execute its duties and exercise its rights hereunder. The parties hereto, as well as their respective successors and allowed assignee, are bound by and benefit from this Agreement.

  1. WAIVER

Any failure or delay by any party to exercise any right or remedy under this Agreement shall not be construed as a waiver of such right or remedy, nor shall any single or partial exercise of such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any party’s express waiver or assent to any breach or default in any term or condition of this Agreement does not imply a waiver or assent to any subsequent breach or default in the same or any other term or condition of this Agreement.

  1. MODIFICATION BY COMPANY
  2. Modification of Services. Company reserves the right to modify, change, or discontinue any aspect of the Services at any time, provided that you will be notified in advance of any material change and given the opportunity to cancel without penalty in the event you do not agree to such change.
  1. Modification of Agreement. Company has the right to update or modify this Agreement at any time in its sole discretion. Any substantial modifications to this Agreement will be posted on the Company website for at least thirty (30) days after they are posted, and the date these terms were last changed will be indicated on this Agreement. Any changes or revisions to this Agreement will become effective and binding on you as of the date specified in a notice placed on this page, together with any choices you may have to accept or reject such changes if required by law or otherwise made accessible. If no effective date for the changes is provided, your continued use of the Services following such changes or modifications shall represent your acceptance of such changes or modifications.
  2. SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

  1. ENTIRE AGREEMENT

This Agreement, including papers included herein by reference, contains the parties’ full understanding in relation to the Services, and it revokes and supersedes any earlier agreements between the parties on the subject matter.

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