Terms & Conditions
1.1 “Agreement” means these Terms and Conditions together with any additional terms agreed between the parties in writing. In the event of any conflict or inconsistency between these Terms and Conditions and any written additional terms, these Terms and Conditions as displayed on our website will take priority;
1.2 “Client” or “you” or “your” means the organisation or person who purchases services from FixMy.Digital;
1.3 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade – marks, know-how and all other forms of intellectual property wherever in the world enforceable;
1.4 “Contract” means an agreement, whether electronically or in paper format, or other similar document, describing the services to be provided by us;
1.5 “Us” or “we” or “our” or “FMD” or “FixMy.Digital” means Nimbus AI Ltd t/a FixMy.Digital, 7 Bell Yard, London, WC2A 2JR. Company number 14744516.
1.6 A person who is not a party to a Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.
1.7 “Services” refers to all the actions or services provided by us as detailed in the Service Specification provided.
1.8 “Best practice” refers to the generally accepted informally-standardised, best techniques, methods or processes that have proven to be effective at achieving a given task.
2.1 These Terms and Conditions shall apply to all contracts for the supply of services by us to you. It is your responsibility to check these terms and conditions periodically for any updates, although where possible we will aim to inform you of any changes that will affect you.
2.2 Before the commencement of the services we shall send you a contract which will advise you of the services to be performed and the fees payable for these services. You shall notify us immediately if you do not agree with this. All contracts shall be subject to these Terms and Conditions. A contract is deemed accepted if you click the tickbox/checkbox on the checkout page at https://fixmy.digital.
2.3 We shall use all reasonable endeavours to complete the services within estimated time frames although time is not of the essence of this Agreement.
2.4 All correspondence will be by email or telephone, using the details you provide to us. If you change these details you agree to update us with your new contact details.
2.5 You agree that, by submitting your details through our website via a contact form, or free online assessment, or any other form where we provide your name and email address, you are happy to receive email messages from us and you understand that you can unsubscribe at any time. Your details will never be shared.
3. FEES AND PAYMENT
3.1 The fees for the performance of the services are as agreed in your contract.
3.2 Following any onboarding fees, you agree that we will charge your payment card on a monthly basis, with the monthly fees as agreed in your contract, unless alternative payments terms are agreed between the parties in writing.
3.3 In the event that any charges by us are reversed or cancelled by you, we shall be entitled to:
3.3a apply a £20+VAT charge for non-payment;
3.3b charge interest from the date when payment was due each month or part of each month thereof at 5% per calendar month of the outstanding balance until payment is made in full.
3.4 Payment for ongoing services is charged monthly to your payment card.
3.6 If payment is not received within 60 days, your services will be suspended and you may incur a re-onboarding fee of £150.00 + VAT to recommence services.
3.7 You may cancel your contract at any time by providing 60 days’ notice.
3.8 In line with the Distance Selling Regulations and Consumer Rights Act, you have the right to cancel your contract within 14 days of signing up, providing no work has been started by us and you have not logged into your client portal at https://client.fixmy.digital. Your cancellation rights under the statutory legislation end once either work has started by us, or you have logged into your client portal at least once.
4. YOUR OBLIGATIONS
4.1 To enable us to perform our obligations under this Agreement, you shall:
4.1a co-operate with us;
4.1b provide us with any information reasonably required by us;
4.1c comply with such other requirements as may be set out in the contract or otherwise agreed between you and us;
4.1d deal with us in reasonable, professional and non-abusive manner.
4.1f provide us with content, images, information and other materials for us to do the work.
4.2. Any threats or abuse (including but not limited to: aggressive behaviour, swearing, violence, implied violence or threats of violence) towards any of our staff at any time shall constitute a breach of contract on your part and we will recover the full value of the Contract to its term from you plus the additional sum of £4,000 + VAT to cover our legal costs.
4.3 We retain the right to cancel your contract if you are unable in any way to perform your obligations under Clause 4.1 above.
4.3 Without prejudice to any other rights to which we may be entitled, in the event that you unlawfully terminate or cancel the services agreed to in the contract, you shall be required to pay us as damages for breach of contract, not as a penalty, the full amount of any costs we have committed. For the avoidance of doubt, your failure to comply with your obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
4.4 In the event that you omit or commit anything which prevents or delays us from undertaking or complying with our obligations then we shall have no liability in respect of any delay to the completion of any contract.
5. ALTERATIONS TO THE CONTRACT
5.1 We and you may at any time mutually agree upon and execute a new contract and any alterations in the scope of services to be provided under this contract shall be shared in writing, and will reflect the changed services and fees and any other terms agreed between you and us.
6. REGISTRATION OF DOMAIN NAME AND WEBSITE HOSTING
6.1 We may purchase one or more domain names in order to facilitate our contract with you, and you agree that all domain names purchased by us will be our property and we will be responsible for paying for, hosting, maintaining and managing that domain.
6.2 You acknowledge that you cannot cancel any domain names once they have been registered.
6.3 In the event of the domain name becoming unavailable during the registration and authorisation period, we will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and you agree that you are still subject to the same fees and charges.
7. TRANSFER OF A DOMAIN NAME
7.1 You acknowledge that if you request us to host an existing domain name, you are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer you will request your existing domain host or any other relevant third party to either modify the IPS tag as required by us, or to replace the nameservers, or make such DNS modifications as may be required.
7.2 Once the agreement has been cancelled or terminated, the client has the right to transfer any domain names to a third party server, providing all fees owing have been paid in full. Domain names cannot be transferred within the first 60 days.
7.3 If you decide to transfer any domain name, you agree that you are fully responsible for the transfer of the website and for arrangement and payment of new domain hosting and web hosting.
7.4 All transferred domain names will be owned by us and remain our intellectual property, until all agreed fees have been paid in full. The domain name may be transferred to the client, upon request, once all contractual fees and duties have been completed.
8.1 We shall provide the services in accordance with the contract subject to Clause 4.1 above. If you fail to provide us with any information for the completion of any of these services then we hold the right to void all services with no refunds issued.
8.2 The ongoing monthly service can be cancelled at any time, for any reason by you or us, providing one month’s notice by email. We will not be held liable for any events occurring after the agreed services have been completed or, where an ongoing service contract is taken and subsequently cancelled, from the date of cancellation.
8.3 In the event that you choose to end your contract with us it is solely your responsibility to remove any access you have granted to us, for example, passwords, accounts or other services.
8.4 Any work you perform without our recommendations, including link building, press releases or statements, changes to your website or anything else that negatively affects your rankings, your online profile or your conversions will not be deemed our responsibility and may invalidate your contract.
8.5 Any failure on your part to stay in regular contact with us regarding changes to your site including confirmation and approval of key-phrases or content that affects your services negatively is not our responsibility.
8.6 Search engines change their algorithms regularly, which can result in fluctuations in your search ranking positions. We cannot be held responsible for these fluctuations or if an algorithm change results in dramatic changes to your website rankings.
8.7 You acknowledge that we make no guarantee that any actions performed by us will result in any form of improvement or benefit for you.
8.8 You guarantee any elements of text or images provided to us are owned by you, or that you have received permission from the rightful owner to use them.
8.9 There are no refunds available on services provided by us, other than in accordance with Clause 3.8 above.
8.10 We do not accept any liability whatsoever (except as provided by law) for any damages or losses arising from or as a consequence of the provision of the contract or any other act or default on our part, or of any servant, employee, agent or contractor of ours.
8.11 Nothing in this agreement is intended to limit or exclude any liability on our part, where and to the extent that applicable law prohibits such exclusion or limitation.
9.1 We retain title to and ownership of all rights (including copyright, trade-mark, patent, trade secret and all other intellectual property rights) to any service provided under the contract. You acquire no rights whatsoever to all or any part of the services provided under the contract. All rights not expressly granted to you are reserved to us or our licensors.
9.2 If at the end of your agreement with us, you require login details, please email your account manager who will supply them within 14 days. If you cancel any service without the required notice, a fee of £1,000 plus VAT will be required for the login details and all the content therein.
10. LIMITATION OF LIABILITY
10.1 The services are provided “as is”, “as available”, with all faults and without warranties, representations or conditions of any kind. Use of the services is entirely at your own risk. We do not make any representations, warranties or conditions about the quality, accuracy, security, reliability, completeness, quiet enjoyment, currency, or timeliness of the services. We do not assume any responsibility for any incompleteness, errors, security, viruses, bugs, problems, omissions, inaccuracies or other limitations in, or interruptions in the operation of, the services. To the fullest extent permitted by law, we disclaim all warranties, representations and conditions of any kind with respect to the services whether express, implied or collateral, including, without limitation, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement or that the services are or will be secure, complete or free of errors, viruses, bugs, problems or other limitations or will operate without interruption. To the fullest extent permissible pursuant to applicable law, we disclaim all liability, whether based on warranty, contract, tort (including but not limited to negligence, gross negligence or wilful misconduct), product liability, strict liability, statutory liability, breach of a fundamental term, fundamental breach, or any other legal theory, for any loss or damages of any kind (including, without limitation any (i) direct, indirect, special, consequential, exemplary or punitive loss or damage, (ii) lost profits or savings, (iii) business interruption, (iv) loss of programs or data (including any content), (v) lost revenue or failure to realise expected savings, (vi) loss of use, (vii) personal injury, (viii) fines, fees, penalties, or (vi) any other losses or damages whether or not we are advised of the possibility of such damages, resulting from the use of, or the inability to make use of, the services.
11. GENERAL CONDITIONS
11.1 Support is only available during United Kingdom standard business operating hours, namely Monday to Friday, 9am to 5pm or otherwise by specific agreement.
11.2 You understand that we may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
11.3 We are a team consisting of media professionals, data protection lawyers, privacy experts, and reputation management specialists providing legal, technical, and administrative advice and assistance on behalf of clients. We are not solicitors and are not able to perform any Reserved Activities as defined by Section 12 of the Legal Services Act 2007, and therefore legal aid is not available for the work we perform. When regulated work is necessary, we work with, and can recommend, appropriate colleagues including solicitors or barristers from our panel of pre-vetted professionals.
11.4 If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms of Service and such determination shall not affect the remaining provisions contained herein.
11.5 You may not assign these Terms of Service or any of your rights or obligations under these Terms of Service to a third party. Subject to the foregoing, these Terms of Service shall ensure to the benefit of and be binding upon you and us and our respective successors and assigns.
11.6 You agree that if you take legal action against us, and do not obtain judgment in your favour, you will pay all of our costs, including reasonable fees for legal counsel.
12.1 We warrant that the services performed under this Agreement shall be performed using best practice, reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
Either party may terminate this Agreement forthwith by notice in writing to the other if:
13.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 28 calendar days of being given written notice from the other party to do so;
13.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
13.3 the other party passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect;
13.4 the other party ceases to carry on its business or substantially the whole of its business; or
13.5 the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
14.1 The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
15. ENTIRE AGREEMENT
15.1 This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
16. GOVERNING LAW AND JURISDICTION
16.1 This Agreement shall be interpreted and construed according to, and governed by, the laws of England and Wales.
17.1 We shall not, without your prior consent disclose confidential information to any other party. “Confidential Information” for the purposes of this Agreement shall include your proprietary and confidential information such as, but not limited to, user accounts, passwords, financial or other private information.
17.2 In so far as possible as permitted by law, we shall never disclose that you are or were a client of ours.