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Terms and Conditions for Online Web Store Ltd Trading As Bamsh Digital Marketing

Bamsh is a registered trademark of Online Webs Store Ltd

1. Interpretation

1.1 Definitions: In these Conditions, the following definitions apply:

  • Representatives: Individuals, entities, or companies that are authorised by Online Web Store Ltd trading as Bamsh Digital Marketing to market and sell the Products.
  • Ad Spend: The monthly agreed amount (in writing) to be paid by the Client for search engine keyword costs, including Google AdWords.
  • Working Day: Any day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
  • Fees: The payment due by the Client for the provision of the Services as outlined in clause 5.
  • Ownership: As defined under Section 1124 of the Corporation Tax Act 2010, including the interpretation of change in ownership.
  • Start Date: Defined as per clause 2.2.
  • Terms: These terms and conditions, subject to amendments from time to time in accordance with clause 14.7.
  • Agreement: The contract established between Online Web Store Ltd trading as Bamsh Digital Marketing and the Client for the provision of Services as per these Terms.
  • Client: The individual or entity acquiring Services from Online Web Store Ltd trading as Bamsh Digital Marketing.
  • Online Web Store Ltd trading as Bamsh Digital Marketing: A company registered in England and Wales with company number 08001735, located at 4 Blakes Road, Thornbury, Bristol.
  • Privacy Laws: The applicable data protection and privacy laws in effect in the UK, including the General Data Protection Regulation (EU 2016/679), the Data Protection Act 2018, and related regulations.
  • Initial Period: A fixed duration of 6 months from the date hereof unless otherwise specified in the Order.
  • IP Rights: Includes patents, copyrights, trademarks, business names, domain names, and all other intellectual property rights, whether registered or unregistered, along with all applications and rights to apply for such rights worldwide.
  • Order: The Client’s request for Services as outlined in their purchase order form.
  • Deliverables: Any mobile application, website, data, report, or specification provided as part of the Services.
  • Services: The implementation of a search and marketing optimisation campaign or as detailed in the Order Confirmation.
  • Specification: The written description or specification of the Services provided by Online Web Store Ltd trading as Bamsh Digital Marketing to the Client in the Order Confirmation.
  • Duration: The Initial Period plus any ongoing monthly periods until terminated with 30 days’ written notice.
  • External Suppliers: Vendors providing Products to Online Web Store Ltd trading as Bamsh Digital Marketing for the delivery of Services to the Client.

2. Commencement and Duration

2.1 These Terms apply to the Agreement to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.2 The Order constitutes an offer by the Client to purchase Services in accordance with these Terms. The Order shall only be deemed accepted when Online Web Store Ltd trading as Bamsh Digital Marketing issues a written acceptance of the Order, at which point the Agreement shall commence (Start Date).

2.3 The Agreement shall continue for the Initial Period and shall automatically renew for successive 30-day periods (each a “Renewal Period”) at the end of the Initial Period and at the end of each Renewal Period unless either party provides written notice to the other at least 30 days before the end of the Initial Period or the relevant Renewal Period.

3. Cancellation Notices

3.1 SEO Services: A 30-day written notice is required to cancel SEO services. The Client must pay for services rendered up to the end of the 30-day notice period.

3.2 Social Media and Google Ads Services: A 60-day written notice is required to cancel social media and Google Ads services. The Client must pay for services rendered up to the end of the 60-day notice period.

4. Liability

4.1 Online Web Store Ltd trading as Bamsh Digital Marketing shall not be liable for any indirect or consequential losses, including but not limited to lost profits, lost business opportunities, lost revenue, lost data, or anticipated savings, arising from or in connection with the Services provided.

4.2 Online Web Store Ltd trading as Bamsh Digital Marketing shall not be responsible for any losses or damages arising from the Client’s website, its content, or any interruption in the website’s availability. This includes, but is not limited to, any loss of earnings or business opportunities.

4.3 Online Web Store Ltd trading as Bamsh Digital Marketing’s total liability to the Client for all losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total Fees paid by the Client under the Agreement.

4.4 Nothing in these Terms shall limit or exclude Online Web Store Ltd trading as Bamsh Digital Marketing’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors, or for fraud or fraudulent misrepresentation.

5. General

5.1 These Terms and Conditions supersede any prior terms and conditions distributed in any form. Online Web Store Ltd trading as Bamsh Digital Marketing reserves the right to change any rates and any of the Terms and Conditions at any time without prior notice.

5.2 By signing an order for design and/or any other services offered by Online Web Store Ltd trading as Bamsh Digital Marketing, the Client acknowledges acceptance of these Terms and Conditions and agrees to be bound by them.

5.3 Contracts between Online Web Store Ltd trading as Bamsh Digital Marketing and the Client will be concluded in the English language and governed by English law.

5.4 All contracts will be subject to the exclusive jurisdiction of the English courts.

6. Confidentiality

6.1 Both parties agree to keep confidential all information obtained from the other party that is marked as confidential or would reasonably be considered confidential due to its nature and the circumstances in which it was disclosed.

6.2 The obligations of confidentiality shall not apply to information that is or becomes publicly known through no fault of the receiving party, or is required to be disclosed by law or by a regulatory authority.

7. Indemnification

7.1 The Client shall indemnify and hold harmless Online Web Store Ltd trading as Bamsh Digital Marketing, its officers, employees, agents, and subcontractors against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal and other professional costs and expenses) suffered or incurred by Bamsh Digital Marketing arising out of or in connection with:

(a) Any breach of these Terms by the Client. (b) The Client’s use of the Services. (c) Any claim made against Bamsh Digital Marketing for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the content supplied by the Client.

8. Termination

8.1 Without limiting its other rights or remedies, Bamsh Digital Marketing may terminate the Agreement with immediate effect by giving written notice to the Client if:

(a) The Client commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of the Client being notified in writing to do so. (b) The Client suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due. (c) The Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts.

9. Force Majeure

9.1 Bamsh Digital Marketing shall not be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond Bamsh Digital Marketing’s reasonable control that,  by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable.

10. Data Protection

10.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove, or replace, a party’s obligations under the Data Protection Legislation.

10.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and Bamsh Digital Marketing is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

11. Dispute Resolution

11.1 If a dispute arises out of or in connection with the Agreement or the performance, validity, or enforceability of it (Dispute), then except as expressly provided in these Terms, the parties shall follow the dispute resolution procedure set out in this clause:

(a) Either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, the project managers of both parties shall attempt in good faith to resolve the Dispute. (b) If the project managers are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to senior officers of the parties who shall attempt in good faith to resolve it. (c) If the senior officers are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.

12. Notices

12.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office.

12.2 Any notice shall be deemed to have been received:

(a) If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address. (b) If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting.

13. Severance

13.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.

14. Waiver

14.1 A waiver of any right or remedy under the Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.