Website Optimiser.
These Terms & Conditions govern your use of the Website Optimiser service. Please read them carefully before you sign up to the service.
1 – Overview
Thank you for choosing PanasMcInnes (‘we’, ‘us’ or ‘our’) to provide the entity or person entering into this agreement (‘you’ or ‘your’) with branding and communications consultancy services related to your website (‘Website Optimiser’ or the ‘Services’). We appreciate this opportunity and are looking forward to working with you. These services are provided to you by PanasMcInnes, which is a partnership. A list of current partners is available here.
These terms and conditions describe the scope of the Services, any fees for the Services, and any additional arrangements. The Services will be subject to the terms contained within the Statement of Work (Section 2), along with our General Terms and Conditions (Section 3), which will together be referred to as an ‘Agreement’.
This Agreement sets out our working relationship and the scope of the work to be undertaken. Please read it carefully. You’re agreeing to its contents by clicking on the “confirm” button on the sign-up form. If you have any queries, please don’t hesitate to contact us.
2 – The Services we provide
Our Website Optimiser offering helps our clients to improve their digital presence through a review of their website and where necessary, associated analytics data. We’ll provide Services to you which allow us to carry out a review of your website and then provide commentary on areas which you could improve, based on our experience and judgement.
We structure our Website Optimiser services into five phases:
Phase 1, involves sign-up to the services and you giving your consent to be bound by the terms of this Agreement.
Phase 2,involves you providing us with information related to your website, wider organisation and goals and strategy.
Phase 3, where we review the information you’ve provided to us, as well as your website and, at our sole discretion, any additional information available to us, and prepare a report which summarises our findings and advice.
Phase 4, where we deliver our final report to you
Phase 5, where we provide limited support and guidance to you related to the contents of our work and ask you to provide feedback on our Services
2.1 – Our work generally
We will conduct a review of your website and provide commentary on areas or matters which we feel could be improved or adjusted, based on our knowledge and experience.
2.2 – Background research and information gathering
During Phases 1 and 2, we will ask you to provide us with information which enables us to conduct our review (‘Client Information’). This information includes, but is not limited to, the following:
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Your organisation’s name
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Your website URL
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Your organisation’s goals and objectives
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Your key audiences and insights into their buying habits (if you have any)
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Background information on your website, brand and any products and services you offer
For the purposes of our review, we must have items 1 and 2 in the list above in order to proceed (the ‘required Client Information’). You agree that we cannot and will not conduct our review without the required Client Information.
Where you are unable or unwilling to provide us with the information in items 3, 4 and 5 above, as well as any additional information we might, at our sole discretion, request (which collectively will be known as ‘additional Client Information’), you agree that our review in Phase 3 might not be as complete or accurate as it would have been had you provided that additional Client Information to us. We will make all reasonable endeavours to obtain the additional Client Information required from you, but you agree that if you do not provide it to us within a reasonable timeframe, we will conduct our review without that additional Client Information.
You represent that any Client Information provided to us is accurate and complete.
2.3 – Brand review
During Phase 3, we will conduct a review of your brand identity as it appears on your website at the time of our review. Our review will be limited to the following:
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A review of your logo and its use across the website
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Consideration as to your use of colour
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Your use of typography and any other typographic elements
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Your use of imagery, whether photographic, illustrated or otherwise
Our review will involve us providing you with high-level commentary on each of the above, along with a score out of five. Our scoring system is discussed further below in Section 2.5.
2.4 – Website user experience review
In addition to the review mentioned in Section 2.3, we will also conduct a review of your website’s user experience, as it appears at the time of our review. Our review will be limited to the following:
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Navigation, including your use of menus, buttons and any other elements which aid with a user’s movement through your website
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Layout and structure, which includes the way in which your website is organised from a page perspective, and how information on individual pages is presented
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Content, and whether the information you provide on your website is likely to be useful to, and understood by, your users
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Accessibility, which concerns how content is presented from an ease of use standpoint
Our review will involve us providing you with high-level commentary on each of the above, along with a score out of five. Our scoring system is discussed further below in Section 2.5.
2.5 – Our scoring system
We will provide scores for both your brand and user experience. These scores will be out of five, and they are based on our interpretation of your website against a set of internally created criteria. We will provide you with summaries of our scoring system and explanations of what each score means, but we will not provide you with specific details on our scoring system. You agree that you will not share any information relating to our proprietary tools and know-how which you might receive during the course of this report. This is in addition to the terms contained within Section 3.7 and its sub-sections
2.6 – Key areas and prioritising information
In the course of our providing the Services, we are likely to determine that certain items noted by us are, in our opinion, more important than others. We will provide you with commentary and guidance on which areas we consider to be of most importance in our report, but you agree that this is based on Client Information provided to us by you, and our opinion and understanding of your circumstances.
2.7 – Guidance and mock-ups
As part of our work, we might also provide you with “mock-ups” – examples of how you might want to implement our advice in a visual way. These mock-ups will be based on our experience and judgement but you are under no obligations to implement them in the way shown.
Our guidance and mock-ups are for illustrative purposes only and you agree that you will conduct thorough and reasonable user testing and reviews before putting any of our recommendations into use on your website.
2.8 – Implementing our advice
Our work under this Agreement does not include ongoing support and advice which you may require in the future. We will be happy to discuss any needs you might have with you in the future, as they arise.
You agree that any commentary we might give to you relating to the implementation of our advice will be delivered on an “as-is” basis and you will not have any recourse to us under the terms of this Agreement.
2.9 – Fees and expenses
Notwithstanding the terms contained in Section 3.4 (relating to assignment of copyright) and in Section 3.10 (relating to the payment of our fees), we don’t charge our clients for our Website Optimiser service.
In exchange for the provision of these Services, you agree that we can use data obtained during the course of our review to inform how we provide services to our clients in the future and in the preparation of articles, thought-leadership and other similar material for clients and the general public.
We will never share personally identifiable data with any third party other than in order to provide services to you. Any data we use will be aggregated in such a way that it cannot be used to identify you or any individual within your organisation.
We might also name you as a client of ours and, if you provide us with a testimonial, share the contents of this at any point in the future, including with, but not limited to, other clients, potential clients and the general public. We might choose to contextualise your testimonial with an overview of the nature of services provided to you. However, we will never share confidential information related to your organisation or the specific advice given to you under this Statement of Work.
You agree that any testimonial provided will publicly identify you as our client and can, at our sole discretion, be made public through channels including, but not limited to, our website, social media channels and in sales material.
If you ask us to complete work which is outside the scope of this Agreement, we will discuss the applicable fee with you in advance.
2.10 – Expenses
We do not anticipate incurring any expenses during the course of providing Services to you under this Agreement, and we will discuss any expenses which might be incurred with you in advance. Such expenses could include travel and all reasonable out-of-pocket expenses incurred during the course of the delivery of the Services.
Where we do incur expenses with your agreement, you agree that you will reimburse for these.
2.11 – Other matters
Our work is limited to an advisory capacity, and we will not be carrying out work which involve us preparing:
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A new brand identity, including visual identity and tone of voice
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Sales and other marketing collateral, save for providing you with recommendations on how you can optimise existing collateral on your website
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Internal documents, including brand guidelines
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A new website or other digital channels
For the avoidance of doubt, our work will not constitute legal advice. We are not advising you on the effectiveness or validity of any legal documents under applicable law.
The completion of the tasks in Section 2.2 is dependent on us receiving the Client Information and explanations requested on a timely basis and on us having the necessary cooperation from your employees, directors and any other stakeholders.
3 – General Terms & Conditions
3.1 – Our Relationship with You
3.1.1 – The Services
We will perform the Services using reasonable skill and care.
3.1.2 – Our status
We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venturer. Neither you nor we have any right, power or authority to bind the other.
3.1.3 – Use of subcontractors
We may subcontract portions of the Services to other individuals, who may deal with you directly. Nevertheless, we alone will be responsible to you for the Reports (as defined in Section 3.3.1), the performance of the Services, and our other obligations under this Agreement.
3.1.4 – Management functions
We will not assume any management responsibilities in connection with the Services.
3.2 – Your Responsibilities
3.2.1 – Service oversight
You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services.
3.2.2 – Provision of information
You shall provide (or cause others to provide) to us, promptly, the information, resources and assistance (including access to records, systems, premises and people) that we reasonably require to perform the Services.
3.2.3 – Accuracy of information
To the best of your knowledge, all Client Information provided by you or on your behalf will be accurate and complete in all material respects. You agree that the provision of Client Information to us will not infringe any copyright or other third-party rights.
3.2.4 – Verifying information
We will rely on Client Information made available to us and, unless we expressly agree otherwise, will have no responsibility to evaluate or verify it.
3.2.5 – Compliance with this Agreement
You shall be responsible for your personnel’s compliance with your obligations under this Agreement.
3.3 – Our Reports and Work Product
3.3.1 – Use of our work
Any information, advice, recommendations or other content of any reports, presentations or other communications we provide under this Agreement (‘Reports’), other than Client Information, are for your internal use only (consistent with the purpose of the particular Services).
3.3.2 – Referencing our name
We may produce certain material related to your brand, such as logos, design marks and other branded materials, which can be used by you as you deem fit, including outside of your organisation. You shall not reference us in these materials unless we explicitly agree to this.
3.3.3 – Draft reports
You may not rely on any draft Report. We shall not be required to update any final Report for circumstances of which we become aware, or events occurring, after its delivery.
3.4 – Assignment of Copyright
3.4.1 – Assigning rights
On full and final payment of the fees set out in this Agreement, PanasMcInnes will irrevocably assign to you the rights related to material produced for you under this agreement (the ‘Assigned Rights’)
3.4.2 – Proceedings
The assignment of these rights includes the right to bring proceedings in respect of, and recover any damages or benefit from any other remedies in respect of, any infringement of the Assigned Rights, whether occurring before, during or after the date of this Agreement.
3.4.3 – Rights and authority to assign
PanasMcInnes warrants to you that it has the legal rights and authority to assign the Assigned Rights and perform its obligations under this agreement.
3.4.4 – Execution of documents as reasonably necessary
PanasMcInnes agrees to execute (and, if required, arrange for the execution of) any documents and do (and, if required, arrange for the doing of) any things reasonably within our power which are reasonably necessary to:
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enable you to exercise and enjoy the Assigned Rights;
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vest in you the Assigned Rights; and
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if necessary and required, register your title in the Assigned Rights with the relevant intellectual property office or registry.
3.4.5 – Exclusions
The Assigned Rights shall explicitly exclude the rights relating to material as described in Section 3.7.
3.5 – Limitations
3.5.1 – Recovery of losses
You (and any others for whom Services are provided) may not recover from us, in contract or tort, under statute or otherwise, any amount with respect to loss of profit, loss of data or damage to goodwill, or any consequential, incidental, indirect, or special loss in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.
3.5.2 – Our liability
Our liability to you in respect of breach of contract or breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with this Agreement and the Services shall be limited in total to the amount of the fees charged by us to you under this Agreement to cover claims of any sort whatsoever (excluding interest and costs) arising out of or in connection with this Agreement and the Services.
3.5.3 – Several liability
If we are liable to you (or to any others for whom Services are provided) under this Agreement or otherwise in connection with the Services, for loss or damage to which any other persons have also contributed, our liability to you shall be several, and not joint, with such others, and shall be limited to our fair share of that total loss or damage, based on our contribution to the loss and damage relative to the others’ contributions. No exclusion or limitation on the liability of other responsible persons imposed or agreed at any time shall affect any assessment of our proportionate liability hereunder, nor shall settlement of or difficulty enforcing any claim, or the death, dissolution or insolvency of any such other responsible persons or their ceasing to be liable for the loss or damage or any portion thereof, affect any such assessment.
3.5.4 – Making a claim
You shall make any claim relating to the Services or otherwise under this Agreement no later than 3 (three) years after the act or omission alleged to have given rise to the claim.
3.5.5 – Exclusions
The limitations in Sections 3.5.1 to 3.5.4 will not apply to any liability (including vicarious liability) for death or personal injury or arising as a result of fraud on our part nor to any liability which cannot lawfully be excluded or limited.
3.6 – Indemnity
3.6.1 – Third party claims
To the fullest extent permitted by applicable law and professional regulations, you shall indemnify us against all claims by third parties (including your affiliates) and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs) arising out of a third party’s use of or reliance on any Report disclosed to it by or through you or at your request. You shall have no obligation hereunder to the extent that we have specifically authorised, in writing, the third party’s reliance on the Report.
3.7 – Intellectual Property Rights
3.7.1 – Ownership of our tools and processes
We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (‘Materials’) that we own in performing the Services. Notwithstanding the delivery of any Reports and other work product, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Client Information reflected in them).
3.7.2 – Use of Materials
Upon payment for the Services, you may use any Materials included in the Reports, as well as the Reports themselves as permitted by this Agreement. Assignment of copyright related to certain other work products shall be determined in accordance with Section 3.4.
3.8 – Confidentiality
3.8.1 – Disclosure of information
Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Either of us may, however, disclose such information to the extent that it:
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is or becomes public other than through a breach of this Agreement,
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is subsequently received by the recipient from a third party who, to the recipient’s knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information,
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was known to the recipient at the time of disclosure or is thereafter created independently,
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is disclosed as necessary to enforce the recipient’s rights under this Agreement, or
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must be disclosed under applicable law, legal process or professional regulations. You agree that if you receive any request under the Freedom of Information Act 2000 (where you are subject to it) for disclosure of information provided by us, you will promptly notify us of such request prior to any disclosure.
If circumstances arise such that we disclose information to the National Crime Agency (‘NCA’), due to the restrictions imposed by law we may be prevented from discussing such matters with you or from proceeding with the Services pending consent from NCA. If this arises we shall have no liability to you as a result of any suspension or termination of the Services.
3.8.2 – Use of electronic communications
Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement.
3.8.3 – Disclosure of information to affiliates
Unless prohibited by applicable law, we may disclose Client Information to our affiliates and subcontractors, who may use, transfer, store or otherwise process it to facilitate performance of the Services, to comply with regulatory requirements, to check for conflicts of interest, or for quality assessment, risk management or accounting purposes.
3.9 – Data Protection
3.9.1 – Our use of data
We may collect, use, transfer, store or otherwise process (collectively, ‘Process’) Client Information that can be linked to specific individuals (‘Personal Data’). We may Process Personal Data in various jurisdictions in which we operate to facilitate performance of the Services, comply with regulatory requirements, check conflicts, or for quality, risk management or financial accounting purposes. We will Process the Personal Data in accordance with applicable law and professional regulations including (without limitation) the Data Protection Act 2018. We will require any service provider that Processes Personal Data on our behalf to adhere to such requirements.
3.9.2 – Provision of Personal Data
You warrant that you have the authority to provide the Personal Data to us in connection with the performance of the Services and that the Personal Data provided to us has been Processed in accordance with applicable law.
3.10 – Fees and Expenses Generally
3.10.1 – Payment of fees
You shall pay our professional fees and specific expenses in connection with the Services as detailed in the Relevant statements of work. You shall also reimburse us for other reasonable expenses incurred in performing the Services. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally). Unless otherwise set forth in the applicable Statement of Work, payment is due upon presentation of each of our invoices.
3.10.2 – Additional fees
We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform the Services as originally planned or if you ask us to perform additional tasks.
3.10.3 – Producing information in investigations and legal processes
If we are required by applicable law, legal process or government action to produce information or personnel as witnesses with respect to the Services or this Agreement, you shall reimburse us for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation.
3.11 – Force Majeure
3.11.1 - Breach outside your or our control
Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.
3.12 – Term and Termination
3.12.1 – When this agreement applies
This Agreement applies to the Services whenever performed (including before the date of this Agreement).
3.12.2 – Termination
This Agreement shall terminate on the completion of the Services. Either of us may terminate it, or any particular Services, earlier upon immediate written notice to the other.
3.12.3 – Early termination
You shall pay us for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement.
3.12.4 – Continuity of terms
Our respective confidentiality obligations under this Agreement shall continue for a period of three years following the termination of this Agreement. The other provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement.
3.13 – Governing Law and Dispute Resolution
3.13.1 – Governing law
This Agreement, and any non-contractual matters or obligations arising out of this Agreement or the Services, shall be governed by, and construed in accordance with, the laws of England and Wales.
3.13.2 – Quality and feedback
If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, you may take the issue up with your PanasMcInnes contact. We will aim to rectify the matters identified by you in a timely manner, but shall not be bound by any timeframe in this regard, unless agreed with you in advance.
3.13.3 – Disputes
Any dispute relating to this Agreement or the Services shall be subject to the exclusive jurisdiction of the English courts, to which each of us agrees to submit for these purposes
3.14 – Miscellaneous
3.14.1 – Whole agreement
This Agreement constitutes the entire agreement between us as to the Services and the other matters it covers, and supersedes all prior agreements and understandings with respect thereto, including any confidentiality agreements previously delivered. Save in respect of any fraudulent misrepresentation, in entering this Agreement you and we agree that neither of us have relied on statements other than those included in the Agreement and both of us give up any claims arising out of statements other than those included in the Agreement.
3.14.2 – Headings
The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
3.14.3 – Execution of this agreement
Both of us may execute this Agreement (including Statements of Work), as well as any modifications to it by electronic means and each of us may sign a different copy of the same document. Both of us must agree in writing to modify this Agreement or any Statement of Work hereunder.
3.14.4 – Authorised individuals
You represent that the person executing this Agreement and any Statement of Work hereunder on its behalf is expressly authorised to execute them and to bind each of us to their terms.
3.14.5 – Your affiliates
You represent that your affiliates and any others for whom Services are performed shall be bound by the terms of this Agreement and the applicable Statement of Work.
3.14.6 – Working for competitors
You agree that we may, subject to professional obligations, act for other clients, including your competitors.
3.14.7 – Assignment of rights
Neither of us may assign any of our rights, obligations or claims under this Agreement.
3.14.8 – Continuity of this Agreement
If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.
3.14.9 – Conflicting information
If there is any inconsistency between provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise):
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Any applicable Cover Letter signed by us and addressed to you;
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The relevant Statement(s) of Work (Section 2);
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The General Terms and Conditions (Section 3); and
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Any other Appendices to this Agreement executed between you and us.
3.14.10 – Use of each other’s logos and name
Neither of us may use or reference the other’s name, logos or other trademarks without prior written consent, save that we may use your name publicly to identify you as a client in connection with the specific Services or otherwise, unless agreed otherwise in writing by both of us.
3.14.11 – PanasMcInnes Persons’ rights to enforce this Agreement
The limitations in Section 3.5 (and all of its sub-sections) and the provisions of Sections 3.7.2, 3.8.1 and 3.13.3 are intended to benefit all PanasMcInnes Persons, who shall be entitled to enforce them. Otherwise a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
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