Terms and Conditions
Ecomoutsourcing’s duty of care is to the Client, and the Client may rely upon the Services / Tasks / Enhancements provided by Ecomoutsourcing for the purposes by which said services are provided.
If these terms are translated into another language and there is inconsistency between the English version and the translated version, the English version will be taken as correct.
In this document, references to “we”, “us” and “our’ ‘refer to Ecomoutsourcing.
References to “you” and “your” shall refer to the individual using our Website(s) / services.
All Personal Information submitted to us is kept on a Secure server, is considered privileged and is protected.
1. Application
1.1. In providing specialized services, the terms and conditions set out here by Ecomoutsourcing form an agreement between the Client and Ecomoutsourcing, and represents the entire consensus between the Client and Ecomoutsourcing.
1.2. These terms and conditions shall apply to any of the multitude of services and / or any agreement or other arrangement between the Client and Ecomoutsourcing.
1.3. These terms and conditions supercede and replace all other terms or conditions in any contract the Client may propose and shall not be adjusted, varied or amended, unless agreed in writing and
signed by Ecomoutsourcing and a representative of the executive level for both parties as witnesses.
2. Commencement and Scope of Engagement
We are a well-established and highly reputed Ecommerce Outsourcing company providing specialized services to a multitude of Global Ecommerce companies across a variety of industries. We are passionate about Customer Support, creative ideas, and the brands we support. We endeavor to supply solutions that benefit your business.
2.1. In consideration of the services on offer by Ecomoutsourcing, the Company agrees to provide to the Client with a range of services described on our website, with reasonable and due care in accordance with and subject to these terms and conditions.
In the event that the Client would like to use the services of Ecomoutsourcing, the services and scope will be presented by Ecomoutsourcing and upon acceptance a duration of services will be agreed upon, and will form part of the Acceptance Letter, also referred to as the “Engagement”.
2.2. This Agreement shall not give rise to any exclusive relationship between Ecomoutsourcing and the Client, and nothing in this Agreement shall prevent Ecomoutsourcing acting for or providing the same or similar Services / Tasks / Enhancements to another client / third party.
2.3. The Services / Tasks / Enhancements provided by Ecomoutsourcing shall be for the use and benefit of the Client only.
The Client is strictly prohibited from supplying, passing on, sharing or giving any of the process away to any person or institution without the written approval of Ecomoutsourcing.
2.4. It is agreed and understood that any activities undertaken by the Client (or by any third party on its behalf) which is in relation to or similar to the Services / Tasks / Enhancements provided by Ecomoutsourcing, including without restrictions or limitations any modification or enhancements or changes to the Client’s web site, or the use of or inclusion of any third party product or service which might relate to the Services / Tasks / Enhancements shall interfere with the provision of the Services / Tasks / Enhancements by Ecomoutsourcing and shall affect the results, outcomes and positions in search engines.
All such activities should be addressed with Ecomoutsourcing directly, prior to implementation, and the Client is not permitted to activate any such service / same, without the prior written consent of Ecomoutsourcing.
3. Duties and Responsibilities of the Client
3.1. For the duration of the contract Engagement, the Client shall at all times cooperate with and act in good faith towards Ecomoutsourcing.
Any and all required source materials (including those listed in the Engagement Letter, collectively referred to as the “Assets”) that Ecomoutsourcing may require to fulfill the Services / Tasks / Enhancements, should be provided within the requested and reasonable time frame stipulated and agreed upon.
3.2. In the event that the Client does not provide, or indeed can’t agree to deliver the necessary Assets as stipulated / per clause 3.1 within a reasonable time (and at least within 30 days) of being requested to do so, Ecomoutsourcing shall be entitled to invoice for services as if completed.
This includes unexpected changes that may affect the outcome of the original agreed upon service.
3.3. Whilst changes are in progress / sites under construction, the Client shall not:
- 3.3.1. Employ the services of any other Company, for instance Search Engine Optimisation or Pay Per Click, to work on any website promotion;
- 3.3.2. Employ the services of any Submission Company for the provision of SEO services as this will be the duty of Ecomoutsourcing;
- 3.3.3. Duplicate or create any duplicate sites, duplicate content or pages, redirects or doorway pages to their website;
- 3.3.4. Request or exchange links with any link farms or undertake any spamming techniques which may harm the web site’s search engine ranking with Google.
3.4. The Client shall grant the authority to submit the web site pages being promoted to search engines, directories and other web sites. The Client shall provide Ecomoutsourcing with log-in information (FTP username and password) to allow us to gain access to the Client website.
3.5. It is the responsibility of the Client to inform their webmaster and any other relevant parties of the intended changes for which Ecomoutsourcing have been engaged.
3.6. Similarly, it is the Client’s responsibility to keep Ecomoutsourcing informed / updated of any change or changes made to their website within 24 hours of such change or changes being implemented.
3.7 Ecomoutsourcing must be informed within 24 hours of any website work by any other person or agency apart from Ecomoutsourcing.
3.8 The Client shall grant the authority to connect accounts, including pay per click accounts and Analytics accounts to 3rd party tools/services for the purpose of administering the accounts, reporting and improving performance.
4. Fees and Invoicing
Ecomoutsourcing issues invoices on a monthly basis for all Services / Tasks / Enhancements provided to the Client during a particular calendar month.
4.1. Ecomoutsourcing does not offer credit or any form of credit terms.
Invoices will be issued upon completion of the Services / Tasks / Enhancements, either per calendar month during the duration of a project; or at full completion of the project.
In the event of queries, the onus lies with the Client to raise this within 7 days of the date of the invoice.
Failure to do so within the stipulated 7 day period will deem all queries null and void and the invoice shall be payable in full.
4.2. Notwithstanding Clause 4.1, all invoices are to be settled in favour of Ecomoutsourcing within 14 days of the date of the invoice, without deduction or set-off ,unless specified otherwise in the Engagement Letter.
4.3. Non-payment of any invoice may result in Ecomoutsourcing witholding or suspending the provision of any further services or components of the project, until all due payment has been settled satisfactorily.
Ecomoutsourcing may also retract any of the Services / Tasks / Enhancements it provided to the Client and invoiced for under any unpaid invoice until such time as it receives payment of that invoice.
4.4. In addition to the remedies for late payment of invoices set out in clause 4.3 hereof, Ecomoutsourcing shall be entitled to charge statutory interest at the rate of 8% on the date the invoice becomes overdue for payment and any subsequent rate where the reference rate changes and the invoice remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1988 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 and shall be entitled to such reasonable costs as it incurs in the collection of such overdue payments.
4.5. Ecomoutsourcing is also allowed to add additional fees in accordance with prevailing rates:
- In the event of delays or additional Services / Tasks / Enhancements;
- Failure to provide Ecomoutsourcing with sufficient information and/or assets;
- Any changes to the cost of labour, materials, services and other circumstances outside of Ecomoutsourcing’s reasonable control;
- Adding additional Services / Tasks / Enhancements, goods and services in addition to those described in the Engagement Letter;
- Any variations to the Services / Tasks / Enhancements;
5. Confidentiality
All processes and procedures and any agreement or arrangement between the Client and Ecomoutsourcing must be dealt with in the strictest of confidence, and the Client is bound by this clause and prevented from discussing the terms of their agreement with any third party.
The Client shall also hold Ecomoutsourcing totally harmless, and will defend at its own expense and cost any damages and losses incurred arising out of its use of the Assets or a breach by the Client of confidentially or any section of these terms and conditions.
No modification is allowed or any translations or adaptations of the Services / Tasks / Enhancements except with the prior written consent of Ecomoutsourcing or as otherwise permitted by law where all modifications,
adaptations, translations shall belong to and vest in Ecomoutsourcing unless otherwise agreed and specified in writing in the Agreement.
Ecomoutsourcing warrants that it will use reasonable efforts to ensure that the Services / Tasks / Enhancements do not infringe the copyright of any third party.
Ecomoutsourcing shall not divulge details of the Client to any other existing or potential client.
6. Liability
Ecomoutsourcing can not guarantee any specific result on any search engine.
Ecomoutsourcing can not guarantee any increased level of traffic or sales as a result of the services rendered.
The Client agrees to the above.
Ecomoutsourcing will not be held responsible for any loss of reputation of the Client online or offline.
Ecomoutsourcing shall not be responsible for any poor performance or any issues resulting from digital marketing activity carried out by other agencies, individuals or yourselves.
This agreement protects Ecomoutsourcing against any misunderstanding or misrepresentation which may arise in relation thereto except in relation to fraudulent misrepresentations.
7. Third Party Materials
The Client should please note that Ecomoutsourcing can provide no warranty, representation or undertaking in relation to any 3rd party assets / materials used during delivery of Services / Tasks / Enhancements.
Ecomoutsourcing gives assurance that it will use reasonable efforts to, on reasonable request, to provide the Client with copies and evidence of such rights, clearances, permissions and licenses as shall be necessary for the use of the Services / Tasks / Enhancements by the Client.
8. Risk and Title
It is the duty of the Client to provide necessary insurance as is prudent with regards to all possible risks usually associated with projects of the scope agreed upon.
Ecomoutsourcing and/or the Client may terminate the Engagement by 30 days notice in writing to the other party (the “30 day notice period”).
In the event that either party goes into liquidation or makes any arrangement or composition with its creditors or is otherwise unable to pay its debts, Section 123 Insolvency Act 1986 will be referenced;
9. General
In the event that any one of the stipulations in the Agreement become unenforceable, the remainder of the provisions will remain in full force and effect.