Terms & Conditions

Interpretation

1.1 In these Terms, the following definitions apply:

• “Bamsh” — Online Web Store Ltd trading as Bamsh Digital Marketing (Company No. 08001735), registered at 4 Blakes Road, Thornbury, Bristol, BS35 2JB.
• “Client” — The individual or entity acquiring Services from Bamsh.
• “Agreement” — The contract between Bamsh and the Client for the provision of Services under these Terms.
• “Services” — The implementation of a search and marketing optimisation campaign, or as detailed in the Order Confirmation.
• “Order” — The Client’s request for Services as outlined in their purchase order form or equivalent written instruction.
• “Deliverables” — Any website, report, data, specification, or other output provided as part of the Services.
• “Fees” — The payment due by the Client for the provision of the Services.
• “Ad Spend” — The monthly agreed amount (confirmed in writing) to be paid by the Client for search engine keyword costs, including Google Ads.
• “Initial Period” — A fixed duration of 6 months from the Start Date, unless otherwise specified in the Order.
• “Start Date” — The date on which Bamsh issues written acceptance of the Order, or the date of the Client’s first payment for Services, whichever is earlier.
• “Notice Period” — 30 days for SEO services; 60 days for Social Media and Paid Ads (including Google Ads).
• “Working Day” — Any day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
• “Representatives” — Individuals or entities authorised by Bamsh to market and sell its Services.
• “IP Rights” — Patents, copyrights, trademarks, business names, domain names, and all other intellectual property rights, whether registered or unregistered, worldwide.
• “Privacy Laws” — Applicable UK data protection and privacy legislation, including UK GDPR, the Data Protection Act 2018, and related regulations.
• “External Suppliers” — Third-party vendors providing products or services to Bamsh for the delivery of Services to the Client.
• “Force Majeure Event” — Any event beyond Bamsh’s reasonable control that, by its nature, could not have been foreseen or, if foreseeable, was unavoidable.

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 Agreement commences on the Start Date — being the date Bamsh issues written acceptance of the Order, or the date of the Client’s first payment for Services, whichever is earlier.

2.3 The Agreement shall continue for the Initial Period and shall automatically renew for successive 30-day periods at the end of the Initial Period and at the end of each renewal period, unless either party provides written notice in accordance with Clause 3.

Cancellation and Notice Periods

3.1 SEO Services: A minimum of 30 days’ written notice is required to cancel. The Client remains liable for all Fees throughout the notice period.

3.2 Social Media and Paid Ads (including Google Ads): A minimum of 60 days’ written notice is required to cancel. The Client remains liable for all Fees throughout the notice period.

Notice must be submitted in writing in accordance with Clause 12. Verbal notice is not accepted. Notices sent by email to team@bamsh.co.uk are accepted provided written acknowledgement is received from Bamsh.

Liability

4.1 Bamsh 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.

4.2 Bamsh 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, including loss of earnings or business opportunities.

4.3 Bamsh’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 Bamsh’s liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

General and Acceptance

5.1 These Terms supersede all prior versions. Bamsh reserves the right to update rates and terms at any time without prior notice.

5.3 All contracts between Bamsh and the Client will be concluded in the English language and governed by English law.

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

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.

Indemnification

7.1 The Client shall indemnify and hold harmless Bamsh, its officers, employees, agents, and subcontractors against all liabilities, costs, expenses, damages, and losses — including direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal and professional costs — suffered or incurred by Bamsh arising out of or in connection with:

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

Termination

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

1. (a) The Client commits a material breach of any term of the Agreement and, if such breach is remediable, fails to remedy it within 14 days of written notification.
2. (b) The Client suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due.
3. (c) The Client commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts.

Force Majeure

9.1 Bamsh 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 — meaning any event beyond Bamsh’s reasonable control that, by its nature, could not have been foreseen or, if foreseeable, was unavoidable.

Data Protection

10.1 Both parties will comply with all applicable requirements of the Privacy Laws. This clause is in addition to, and does not relieve, remove, or replace, either party’s obligations under applicable data protection legislation.

10.2 The parties acknowledge that for the purposes of the Privacy Laws, the Client is the data controller and Bamsh is the data processor, as those terms are defined in applicable data protection legislation.

For further information on how Bamsh handles personal data, please see the Bamsh Privacy Policy.

Dispute Resolution

11.1 If a dispute arises out of or in connection with the Agreement or the performance, validity, or enforceability of it, the parties shall follow the procedure below:

1. (a) Either party shall give written notice of the dispute to the other, setting out its nature and full particulars together with relevant supporting documents. On service of that notice, the parties’ representatives shall attempt in good faith to resolve the dispute.
2. (b) If the parties are unable to resolve the dispute within 30 days of service of the notice, it shall be referred to senior officers of both parties who shall attempt in good faith to resolve it.
3. (c) If the senior officers are unable to resolve the dispute within a further 30 days, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.

Notices

12.1 Any notice given under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or next working day delivery service to the party’s registered office.

12.2 Any notice shall be deemed to have been received:

1. (a) If delivered by hand — on signature of a delivery receipt or at the time the notice is left at the proper address.
2. (b) If sent by pre-paid first-class post or next working day delivery service — at 9:00am on the second business day after posting.

Bamsh’s registered address for notice purposes: Online Web Store Ltd, 4 Blakes Road, Thornbury, Bristol, BS35 2JB.

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 shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remainder of the Agreement.

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.