The Client: The company or individual requesting the services of Bing Digital Ltd.
Bing Digital Ltd: The service provider including its employees, contractors and affiliates.
Definitions
Services: website design, development, hosting, support, marketing, consultancy and any other services supplied by Bing Digital Ltd.
Works: all deliverables produced by Bing Digital Ltd, including websites, software, applications, code, graphics, designs, copy, campaigns and reports.
Formation of contract
An order for Services, whether placed verbally, by telephone, email or other written form, constitutes a binding agreement between the Client and Bing Digital Ltd. A deposit, retainer or written acceptance of a quotation confirms the Client’s commitment.
Website design and development
While every effort is made to ensure that websites and any scripts or programs are free of errors, Bing Digital Ltd cannot accept responsibility for losses incurred due to malfunction of the website or any part of it.
The Client agrees to make available as soon as reasonably possible all materials required to complete the project to the agreed standard and within any set deadline.
- Bing Digital Ltd will not be liable for costs, compensation or loss of earnings due to failure to meet agreed deadlines.
- Bing Digital Ltd will not be liable or become involved in disputes between the site owner and its clients and cannot be held responsible for wrongdoing on the part of a site owner, including disputes over content or images provided for inclusion.
- Bing Digital Ltd will not be liable for costs, compensation or loss of earnings due to work carried out on behalf of the Client or any of the Client’s appointed agents.
- Bing Digital Ltd will not be liable for costs, compensation or loss of earnings due to unavailability of the site, servers, software or any material provided by its agents.
Intellectual property and retention of title
All intellectual property rights in the Works remain the sole property of Bing Digital Ltd until all sums due under this Agreement, whether invoiced or not, are received in cleared funds. Until full payment is received, the Client is granted only a limited, revocable licence to use the Works.
Bing Digital Ltd reserves the right to suspend, disable or withdraw access to the Works if payment is overdue. In the event of liquidation, administration, receivership, insolvency or any arrangement with creditors, all rights to use the Works automatically terminate and revert to Bing Digital Ltd.
Any scripts, applications, modules or software written by Bing Digital Ltd remain its copyright and may only be reproduced, resold, sublicensed or distributed with written consent.
Bing Digital Ltd cannot take responsibility for any copyright infringements caused by materials submitted by the Client. Bing Digital Ltd reserves the right to refuse material of a copyrighted nature unless adequate proof is provided of permission to use such material.
Marketing services (SEO, PPC, advertising, consultancy)
Bing Digital Ltd undertakes marketing work on a best endeavours basis and cannot guarantee specific results, rankings, traffic volumes, conversions or return on investment.
All SEO and PPC agreements are fixed term contracts of 12 months unless otherwise agreed in writing. A minimum of 30 days written notice must be provided prior to contract renewal dates. Phone conversations are not accepted as notice.
Budgets for advertising campaigns may fluctuate due to market factors. Bing Digital Ltd is not responsible for click cost variations or changes in third party platform performance or policies.
Support
Support contracts are payable monthly in advance and time is logged in ten minute units unless otherwise agreed. Support covers Bing Digital Ltd’s own Services only; third party services are excluded.
Standard support hours are 09:00 to 17:00 Monday to Friday, excluding Bank Holidays. Work outside these hours will be billed at double the agreed rate.
Website hosting
Bing Digital Ltd will use reasonable endeavours to provide reliable hosting services but cannot guarantee uninterrupted availability. Bing Digital Ltd accepts no liability for losses caused by downtime, disruption, misconfiguration or third party failures beyond its control.
Hosting accounts must be paid in advance. Non payment may result in suspension or deletion of data. If an account is activated before payment, payment must be sent in full by return. If payment for hosting fees is not made within 30 days the account may be deactivated.
All hosting packages are based on a 12 month contract with a 30 day written notice period unless otherwise agreed. Notice will be confirmed in writing by your account manager so that deletion of the account can be planned.
Should the Client wish to move site data to a third party provider, migration charges will apply and Bing Digital Ltd will allocate a half or full day billable session depending on the work involved. Where the Client wishes to transfer hosting or domains away, administration charges will apply and Bing Digital Ltd is not obliged to release domain names or data if the account is not fully paid.
Domains rented or registered through Bing Digital Ltd remain its property unless otherwise agreed in writing. Full web hosting terms can be found here.
Payments and pricing
A non refundable deposit, normally 50 percent of project value unless otherwise agreed, is payable before work begins. All invoices must be paid within 30 days of the invoice date unless otherwise agreed in writing.
If accounts remain unpaid, Bing Digital Ltd may suspend or disable access to the Works, hosting or marketing campaigns, remove websites or data from servers, and instruct debt recovery agents or solicitors. Bing Digital Ltd may charge statutory interest and late payment compensation under the Late Payment of Commercial Debts (Interest) Act 1998, as amended. The Client is liable for all enforcement and recovery costs.
Once a deposit is paid and work completed, the balance is payable in full. If accounts are not settled or Bing Digital Ltd has not been contacted regarding delay, access to the website may be denied and web pages removed. Persistent non payment may result in court proceedings.
Cancellation and termination
If the Client cancels an order, all completed or in progress work is payable in full. Deposits are non refundable.
Bing Digital Ltd may cancel or suspend Services with immediate effect if the Client fails to pay any sum due, breaches these terms, or becomes insolvent, enters liquidation or administration, or proposes any arrangement with creditors. Upon termination, all licences to use the Works end until all sums are discharged.
Compatibility
Bing Digital Ltd will endeavour to ensure that any developed or designed site or application functions correctly on the server on which it is initially installed and will function correctly when viewed in current versions of major browsers. No guarantees are offered for all browser software or for future browser versions.
Third parties and partnerships
When engaging third parties to work with client data, images, designs and other assets, rights are not released unconditionally. Third parties may not copy, duplicate or use this information outside the scope of the agreed project. From the time Bing Digital Ltd submits a first work order to any third party they are bound by these terms.
Non solicitation of personnel
Neither party may, without prior written consent of the other, during the term or within two years following the end of the term, engage, employ or solicit for engagement or employment any employee or subcontractor of the other who has been involved in the negotiation or performance of these terms.
Limitation of liability
Bing Digital Ltd shall not be liable for indirect or consequential losses including loss of revenue, profit, data, reputation or business opportunities. Total liability under this Agreement shall not exceed the total sums paid by the Client to Bing Digital Ltd for the specific Services giving rise to the claim.
Complaints
Informal complaints should be raised using our online contact form with sufficient information to locate the material in question. Formal complaints must be made in writing and will be acknowledged within seven days. A full response will be provided within thirty days and any remedy implemented with minimum delay.
Your privacy
We do not share or sell your details with third parties without your express permission and we will only contact you about work related matters. Telephone calls to and from support and main phone numbers may be recorded for transaction evidence, regulatory compliance, quality standards, security, crime prevention and to ensure effective operation of the telecom system.
Governing law and jurisdiction
These terms are governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.
Amendments
Bing Digital Ltd reserves the right to amend and update these Terms and Conditions at any time. Updates will be published on the website and take effect immediately. Last updated: 01/1/2024.