This Website is owned and operated by Galia Digital Limited.
In these conditions, references to “Galia Digital Limited”, “Galia Digital Ltd”, “Galia Digital”, “www.galiadigital.co.uk”, “galiadigital.co.uk”, “we”, “us”, “our” and “ours” are references to Galia Digital Limited and references to “you” or “your” are references to the person ordering Services from us. References to our “Services” are references to the services we provide in relation to the Internet Services set out at clause 3 below and any bespoke services which we may agree to provide. These Conditions (as may be amended from time to time) will govern the relationship between you and us.
Galia Digital Limited (Registration No 8250502) (“Galia Digital”) is incorporated in England and Wales with its registered office at 130 Thames Road, Billingham TS22 5EU.
1. The Contract between you and us
1.1 We invite you to buy Services from us. If you wish us to provide Services to you, you will need to confirm your Order to Galia Digital. All Orders will be subject to these Conditions. A binding contract between you and us (“Contract”) will only arise when we have received confirmation of Order from you, whether verbal or in writing, and we have notified you of our acceptance of your Order whether verbal or in writing. You should only submit an Order to us if these Conditions are acceptable to you.
2. The Price of our Services and Payment
2.1 Our charges (“Charges”) for any Services ordered by you will be the price specified in our Quotation for that Service when you confirm your Order. All of our prices are in pounds sterling and exclusive of VAT and other applicable taxes which will also be payable by you.
2.2 The Charges for all of our Services are payable in advance by you and within seven days of our invoice. In the case of our monthly Services (which include, without limit, Social Media and Pay Per Click Advertising) this means that our set-up Charges are due to be paid by you at the same time as your Order and ongoing Charges due to be paid by you at the end of each month in which the Service has been carried out. In the case of projects subject to funding approval from NBSL’s Business Support Fund, payment is due in full on completion of the project.
2.3 Any indulgence given by us to you in respect of the time for payment of our Charges is entirely at our discretion and shall not operate as a waiver of any of our rights. If you do not pay us any sums due from you on the due date for payment, we may at our option charge interest on the overdue amount at the rate of 4% above the base rate of HSBC Bank Plc then in force.
2.4 In the case of Website Design services, if any sum payable is not paid on or before the due date for payment, we reserve the right to suspend the Website Design services. We shall not supply the website files to you for use on any third party hosting server until payment in full has been received.
2.5 We normally accept payment by cheque (payable to Galia Digital Ltd) and by bank transfer to sort code 40-33-01 account 93813584. We do not currently accept payment by any form of debit, credit or charge card, or by payment services such as PayPal. We may change any method of payment at any time without notice to you.
2.6 If any reduction is available to you in respect of a promotional offer made available by us, and you are eligible for such offer, then the Charges payable by you will be reduced by the amount shown but not by more or otherwise.
3. The Services that We Offer
3.1 Descriptions of most of our Services are on the Website at www.galiadigital.co.uk and/or are provided to you in our Quotation (“Product Description” . In addition, our Sales Team will also be pleased to discuss any further bespoke Services that you may require. Subject to our acceptance of your Order, and your continual compliance with these Conditions, we will provide the Services specified in your Order in accordance with these Conditions and the Product Description, using our reasonable skill and care at all times. We may use agents and/or sub-contractors to perform the Services on our behalf where we deem it appropriate to do so.
3.2 In pursuance of our policy of continuing service improvements we reserve the right to amend any of our services offerings at any time without giving you prior notice but in doing so we will endeavour not to materially diminish the overall functionality and value of the Services. Accordingly, the Product Description is subject to change from time to time.
3.3 Our Internet Services include, without limitation, Digital Footprint Audit, Website Design, Website Development, Online Video, Online Directory Listings, Social Media Management, and online strategic consultancy. From time to time other Services may be added, or Services may be removed.
3.4 You acknowledge and accept that your business, services and/or products may be reviewed either favourably or unfavourably by third parties using social media websites and that Galia Digital cannot be held liable for any third party review activity.
3.5 We will not commence any work for Internet Services until we have received from you all of the required artwork, information, and other materials such as logos, photographs, company brochures, and press information (“together referred to in these Conditions as “Deliverable Materials”) and we are satisfied that you have complied with your obligations in relation to such Deliverable Materials which are set out below.
3.6 If you fail to provide any Deliverable Materials to us, we reserve the right, in addition to any other rights we may have, to retain any Charges that you have paid to us.
3.7 We will endeavour to meet your requested live date(s) for your Internet Service but time is not of the essence in this respect and we will not be liable for any delays.
Website Design Services
Clauses 3.8 to 3.16 below apply only where the Services include Website Design and Development
3.8 As part of the order process, you will outline your requirements for the website design and build services that you wish us to provide (“Specification”). You agree to provide any information reasonably required by us during the order process.
3.9 We will design and build a website for you based on the Specification and including the material including, without limitation, images and text provided by you. At your request, additional copyright images can be sourced by Galia Digital at additional cost.
3.10 A single mock-up page of the website will be designed and submitted to you for approval. The mock-up page will then be used for the overall design of the website. Once you have approved the design of this page, any alteration by you to the design will result in additional charges.
3.11 When we have completed the Website Design services, your website will be uploaded to a temporary URL for the purposes of your review and approval.
3.12 Following your approval and subject to full payment being received, we will supply the website files to you for use on any third party hosting server. We reserve the right not to upload or supply the website files to you until full payment has been received.
3.13 Once the website is approved by you, we are not responsible for any errors or downtime caused as a result of changes made to the website by you or by any third parties on your behalf.
3.14 We are not responsible for uploading or implementation of the website on any hosting service.
3.15 You agree that any website designed and built by us may display the phrase “designed by Galia Digital” where “Galia Digital” is in logo form, and provide a link to the Galia Digital website at http://www.galiadigital.co.uk.
3.16 All intellectual property rights in the website, its functionality, programming code and any design work, documents or drawings (excluding any material provided by you) are vested in and at all times remain the property of us. We hereby grant you a non-exclusive licence of such intellectual property rights for the purpose of operating your website.
Domain Name Services
Clauses 3.17 to 3.26 below apply only where the Services include Internet Domain Name Registration as part of Website Design and Development.
3.17 Our Domain Name Services include, without limit, domain name registration. From time to time additional Services may be added, or Services may be removed.
3.18 We will register a domain name of your choice with a domain name extension “.co.uk”; “.org.uk”; “.ltd.uk” (subject to meeting Nominet’s requirements); “.plc.uk” (subject to meeting Nominet’s requirements); “.com”; “.org”; “.net”; “.biz”; or “.info”; (“your Domain Name”), and liaise with your hosting provider to host your Domain Name, connect your Domain Name to your web pages hosted by your hosting provider and pay the initial administration fees charged by the relevant domain name registry (“Registry”). We will endeavour to complete the registration of your Domain Name within 14 days of your Order but we will not be liable for any failure to do so. In the case of “.uk” domains, we will pay the required fees to Nominet, which for new domain purchases, requires us to pay for two years of registration. For all other domains, we will pay one year’s fees to the appropriate registry.
3.19 We will transfer a pre-registered domain to us provided that:
- The domain extension must be one from the list set out in clause 3.18 above;
- The domain name must have been registered for more than 60 days at the time of your instruction to us;
- The domain name must not be due for renewal in the 21 days following your instruction to us;
- You must complete and return our standard transfer form in a manner acceptable to us and the Registry; and
- You must follow the steps detailed in our standard transfer form to notify your current host that you wish to transfer the domain to us.
3.20 You warrant that the details submitted by you to us for the purpose of the Domain Name Service are true and correct, and that future editions or alterations to those details will be true and correct.
3.21 Domain names are usually allocated by the Registrar on a first-come, first-served basis. This means that until the registration process is complete, your Domain Name could be registered by any other party. If for this or any other reason your Domain Name is not available, we will contact you to agree a suitable alternative domain name. If our attempts to register your Domain Name are then unsuccessful, we will, upon receipt of your written request, repay to you such element of the Charges paid by you as relate to the registration of the domain name.
3.22 Any domain name that is registered by us is subject to the terms and policies of the Registrar responsible for the domain name that you have purchased. We give no warranty whatsoever that we will be able to secure your Domain Name, that once secured you will be permitted to retain your Domain Name, or that your Domain Name will be free and clear of intellectual property rights and/or any other claim or challenge by third parties (including without limit, rights and/or claims in relation to registered and unregistered trademarks).
3.23 We reserve the right to disclose to a Registry such of your details as may be required to complete the registration of your Domain Name. You acknowledge that the data that we provide to the Registrar is “personal data” for the purposes of data protection and legislation and that subsequently that the Registry may allow other organisations and members of the public to access such data about you.
3.24 You acknowledge and accept that we will be acting as your agent for the purposes of registering your Domain Name. You hereby appoint us as your agent for such purposes, and specifically give us your consent to enter into a legally binding contract in your name with the Registrar subject to the Registrar’s standard terms and conditions.
3.25 You will be permitted to transfer Your Domain Name to any third party in accordance with the Registrar’s terms and conditions. If you do so, we will have no obligation to provide Services to the transferee and you are not entitled to any refund of any Charges that you may have paid to us.
3.26 You may transfer a domain name away from us, subject to our receipt from you of our standard transfer-out form, completed and signed by your approved signatory. In cases where the domain extension name is any of “.com”; “.org”; “.net”; “.info”; “.biz” the domain must be active, i.e. not listed as “expired, pending deletion or redemption period” at the Registry’s WHOIS. Transferring out of such a domain name with this status incurs a charge imposed by the Registry, which charge we will pay and for which you shall re-imburse us in full.
Clause 3.27 below applies only where the Services include Website Optmisation.
3.27 Galia Digital will provide Website Optimisation services with reasonable skill and care, but cannot guarantee any particular outcome as a result of the Website Optimisation services, particularly with reference to the following:
- Due to the possibly infinite number and undisclosed nature of considerations that search engines use when determining a site’s ranking, we cannot guarantee any particular placement within search engine results
- Galia Digital cannot guarantee acceptance by any particular search engine
- Once a site is accepted or crawled by a search engine, the time it takes to appear in search results varies between search engines. Search engine rankings will also vary as new sites competing for the same keywords are added
- We cannot be held responsible for the performance of the rankings if you or a third party modify your website.
Clauses 3.28 to 3.34 below apply only where the Services include Online Video.
3.28 Galia Digital shall develop a Video Montage and/or Original Video in conjunction with a third party partner (Video Production Partner “VPP”).
3.29 Galia Digital and the VPP will produce the video montage and/or original video in accordance with the product information described in our Quotation, using the Deliverable Materials or selected parts of the Deliverable Materials supplied by the Customer. It is the Customer’s responsibility to provide all information or Deliverable Materials required for production, on time and in the correct format.
3.30 Galia Digital will use reasonable commercial endeavours to complete all applicable Services within any agreed timescales or within a reasonable period of time, subject to clause 3.9 above.
3.31 Following production of the video montage and/or the original video, the Customer will be given access to the video montage and/or the original video for approval. There will be a five working day review period during which the Customer may request reasonable minor amendments (3 for video montage and 1 for original video) free of charge. Any changes requested thereafter will be subject to additional charges.
3.32 The final video montage and/or original video advertisement will feature the Galia Digital logo at the end.
3.33 Customers have the right to promote their video montage and/or original video advertisement on any marketing materials and may also display, publish or disseminate the video montage and/or original video advertisement in any way they see fit.
3.34 You may terminate this agreement immediately at any time by providing written notice of termination to us by email (with confirmed receipt), post or fax (with confirmed receipt) stating that you wish to terminate your video service and stating your customer contact name and your customer business name. If you terminate this agreement, we will not be required to make any refund to you or give credit for any uncompleted element of the Service.
Pay Per Click Advertising (PPC advertising)
Clauses 3.35 to 3.41 below apply only where the Services include Pay Per Click Advertising.
3.35 From the date that we commence work, the contract will then continue on a monthly basis automatically until notice is given, unless otherwise agreed in advance. The term ‘monthly’ will, for this purpose, be a period of 30 days.
3.36 You agree to pay a management fee to Galia Digital to manage your pay per click advertising for a minimum period of one month. The management fee will comprise an initial set up and planning charge followed by a monthly fee of 10% of your specified advertising budget or £50 per month whichever sum is greater. Galia Digital does not receive any commissions from any search engines and does not add a mark up to any prices charged by the search engines.
3.37 Payment for your PPC campaign set up and planning will be in advance of the campaign being activated. Your monthly management fee and advertising budget are due to be paid by you at the end of each month in which the Service has been carried out.
3.38 Whether Galia Digital creates new PPC accounts with the search engines or you agree to let Galia Digital have dual access to your current PPC accounts, it is agreed that neither party can change the login details throughout the duration of the contract unless agreed in writing (email, fax or post) by both parties.
3.39 Galia Digital will carry out PPC advertising services on your behalf using our reasonable skill and care at all times. Galia Digital does not, however, make any guarantee that a particular advertising position on any search engine will be obtained.
3.40 All PPC advertising will be carried out by Galia Digital in accordance with the terms and conditions specified by the search engine and you also agree to abide by the search engine terms and conditions.
3.41 You may terminate this agreement at any time after the initial one month period by providing written notice of termination to us by email (with confirmed receipt), post or fax (with confirmed receipt) stating that you wish to terminate your pay per click advertising service and stating your customer contact name and your customer business name. If you terminate this agreement, we will not be required to make any refund to you or give credit for any uncompleted element of the Service. Cancellation will be accepted on the date of actual receipt by Galia Digital and will take effect at the end of that current 30 day period for which you will be charged at the normal rate applicable.
Social Media Management
Clauses 3.42 to 3.45 below apply only where the Services include Social Media Management
3.42 Galia Digital’s Social Media Management services are intended to provide you with increased online presence and/or brand profile and/or communications. We do not guarantee sales from this increased online presence.
3.43 We endeavour to protect your brand identity whilst managing your social media activities. We cannot, however, be held responsible in the event of brand identity theft or customer complaints relating to your services.
3.44 The nature of our social media management service means that many functions rely on third party websites and applications (such as Facebook, Twitter, etc) which are outside of our control. Any work undertaken by Galia Digital will be fully functional at the time of handover but we cannot guarantee functionality in the event of changes to these third party websites or for loss of information (or extra costs incurred) relating to the closure of the relevant platform.
3.45 Galia Digital will not be held responsible for any lack of information going out on any of your social media accounts if it is not supplied within the time required.
4. Your Obligations to Us
4.1 You will promptly provide us (free of charge) with any information that we may reasonably require to enable us to proceed with the performance of our obligations under the Contract. This may include (without limitation) any information which we may reasonably request for the purpose of credit verification and debt collection purposes and you permit us to use such information and to provide it to third parties acting on our behalf for such purposes.
4.2 You are responsible for ensuring that all Deliverable Materials that you provide to us are accurate, decent, lawful, and honest, and that such Deliverable Materials are not offensive, prejudicial or inflammatory, likely to expose us to claims, result in our prosecution, cause us to infringe the legal rights of any third party, or cause us embarrassment or distress of any kind. You agree that you will be responsible to us for any losses costs or claims that we incur if you supply Deliverable Materials to us which breach this obligation.
4.3 You must supply Deliverable Materials to us in a suitable format (details of which will be supplied upon your request). You must ensure that any Deliverable Materials that you supply to us in an electronic form are provided using fully licensed software and are free from harmful viruses or similar.
4.4 If any Deliverable Materials that you provide to us themselves constitute or incorporate any intellectual property rights (including without limit copyrights, registered or unregistered trademarks, patent rights, registered or unregistered designs, proprietary know-how or any other proprietary rights of any nature) you represent and warrant to us that such Deliverable Materials are either owned absolutely by you or that the owner of such intellectual property rights has given you permission to use them and to allow us to use them on your behalf.
4.5 If we in our sole discretion consider necessary, we reserve the right to contact the owner of any intellectual property rights vested in any Deliverable Materials provided by you to verify that we have permission to use such Deliverable Materials. However we shall have no liability for failing to do so.
4.6 In the case of Website Design services, you agree that you will only use the website for lawful purposes and will not knowingly or recklessly provide, post, link to or transmit any material which is unlawful, threatening, abusive, defamatory, obscene, offensive, profane, or which infringes third party rights (including without limitation intellectual property rights) (“Inapproriate Content”). We reserve the right to refuse to include content on your website that we consider is Inappropriate Content and/or does not comply with these Terms.
4.7 We may telephone you from time to time and, as with incoming calls, you accept that all such calls may be recorded for internal purposes, including monitoring and training.
4.8 You agree to allow Galia Digital to place your website, video and/or any other designs or work undertaken by Galia Digital, along with a link to your website, on Galia Digital’s own website as part of our portfolio for demonstration purposes, and to use any designs, videos and/or work undertaken in our publicity materials.
4.9 Video advertising: It is the Customer’s responsibility to provide all information or Deliverable Materials required for production, on time and in the correct format. Failure to do so will be deemed to be the grant of any reasonably necessary discretion by Galia Digital to enable the video montage and/or original video to be completed by the VPP. Galia Digital will accept no liability for, and the Customer will grant Galia Digital an indemnity in respect of any losses arising out of any such failure.
4.10 You agree to allow Galia Digital or its agents or subcontractors all necessary access to computer systems and other locations or facilities used by you, as required, in order to allow us to complete the Services including, without limitation, the necessary read/write permissions, user names and passwords, personnel and software.
5. Termination of the Contract
5.1 The Contract will terminate upon the later of completion by us of such Services or receipt of payment in cleared funds from you of all Charges that are due in relation to them.
5.2 Galia Digital shall have the right to immediately terminate any Service if the Customer is in breach of any of these terms. In the case of video advertising or website design, Galia Digital shall have the right to immediately terminate the Service if the Customer fails to approve the video montage or website design within a reasonable period.
5.3 Any unpaid balance of the Price as at the date of termination shall be immediately due and payable and we shall be entitled to recover payment upon demand.
5.4 We may terminate the Contract with you immediately at any time without notice but, if you demonstrate that we have terminated the Contract without any breach by you of your obligations, we will refund to you a sum representing the part of the Services not delivered.
6. Our liability to You
6.1 We accept liability to you for any loss that you suffer due to a breach by us of our duty to exercise reasonable skill and care in the provision of the Services. We also accept liability to you for any loss that you suffer because you are injured or die as a result of our negligence. We give no express or implied warranties for any of the Services including without limit any warranty of merchantability for a specific purpose. You hereby acknowledge and accept that we will have no further liability to you in contract, tort, or breach of statutory duty or otherwise.
6.2 You hereby acknowledge and accept that we make no warranty and give no representation of any kind in relation to data that we obtain for use under licence from any third party organisations and which may be used to assist in the provision of Services by us.
6.3 Except where otherwise specifically stated in these Conditions, our total liability to you for any reason is limited to the total amount of the Charges that you have paid to us under this Contract.
6.4 We do not represent or warrant that any of our Services will be error-free, free of viruses or other impairing or harmful components. We will endeavour to ensure that errors are not service affecting and we will run commercially available virus detection and correction software.
6.5 We give no warranty whatsoever that we will be able to secure your Domain Name on your behalf. We are not notified as to whether or not attempts to secure Domain Names have been successful and it is your responsibility to establish whether it has been so secured.
7. Your Liability to us
7.1 You hereby agree to indemnify, defend and hold us harmless for all liability, claims, damages and costs, including reasonable legal expenses, arising out of or in connection with a breach by you of your obligations, representations and warranties in these Conditions.
7.2 If any application that we make on your behalf to register your Domain Name is terminated due to the content of the Deliverable Materials provided by you, then in addition to any other rights that we may have, we reserve the right to either surrender your Domain Name, retain your Domain Name for our own use or transfer your Domain Name to any third party of our choice.
7.3 You indemnify us and the Registry against any costs, claims or expenses that we incur as a result of any allegation that the registration of your Domain Name or the manner in which your Domain Name is used (either directly or indirectly) infringes a legal right of any third party in respect of any costs, claims or expenses incurred by either you us or the Registry in this respect.
8. Intellectual Property Rights
8.1 You must not use, copy, adapt, alter or part possession with any information relating to us which we disclose to you under or in relation to the Contract and which is of a confidential nature. You acknowledge that we may use information provided by you so that we can perform our obligations under this Contract and so we can collate the information that you provide to produce non-customer specific statistics to assist us in our business planning.
8.2 We both must comply with the Data Protection Act 1998 when dealing with information given to the other party under this Contract.
9. Force Majeure
9.1 If we fail to do what we have agreed with you because of something outside of our reasonable control, we will have no liability to you because of our failure. If you fail to do what you have agreed to do under this Contract because of something outside of your reasonable control, you will have no liability to us because of your failure.
10.1 You may not assign or try to assign or otherwise deal with any of your rights and obligations under the Contract without our prior written consent.
10.2 We may assign or sub-contract all or any of our rights and obligations under the Contract to any third party.
11.1 Any indulgence given by us to you in respect of your obligations under the Contract is entirely at our discretion and shall not operate as a waiver of any of our rights.
11.2 Any part of these Conditions that is unenforceable or illegal will be severed from these Conditions and will not affect the enforceability of the remaining provisions of these Conditions.
11.3 The Contract is governed by the law of England and Wales and each of us agrees to submit disputes in connection with the Contract to the exclusive jurisdiction of the Courts of England and Wales.