Terms & Conditions

Hosting Terms & Conditions

Agreement Overview

These Terms and Conditions (the “Agreement”) establish the contractual relationship between The Website Space Ltd (TWS) and the Client for the sale of services. These terms supersede any prior agreements or conditions, including those specified by the Client in purchase orders or other documents.

By placing an order, the Client is offering to purchase services from TWS based on these terms. The commencement of services will serve as confirmation of the Client’s acceptance of these terms. Any modifications to this agreement must be made in writing and signed by a director of TWS.

Pricing

The agreed price for services will be as quoted in the initial proposal (the “Quote”).

Payment Terms and Interest

Payment is due upon receipt of the invoice, with direct debit payments processed via GoCardless. Details for setting up direct debit will be provided. Any overdue payments will incur interest, calculated in line with the Late Payment of Commercial Debts (Interest) Act 1998.

Service Warranties

TWS guarantees that the services will:

• Match the agreed description
• Meet the standards outlined in the Sale of Goods Act 1979
• Be fit for any stated purpose
• Be executed in accordance with the Supply of Goods and Services Act 1982

The services will be carried out with reasonable skill and care, in line with industry standards.

Service Delivery

TWS will make reasonable efforts to meet estimated service delivery dates, but these are not guaranteed. TWS may make changes to services as needed to comply with legal or safety regulations. Service requests or changes must be submitted at least 5 working days before the desired date.

Unless otherwise agreed, services are provided during business hours. Additional charges may apply for work outside of business hours.

Client Obligations

The Client agrees to:

• Ensure the Quote is complete and accurate
• Cooperate fully with TWS
• Provide accurate information as required by TWS to complete the services

If TWS’s performance is delayed or hindered by the Client (a “Client Default”), TWS may suspend services until the issue is resolved. The Client will be liable for any associated costs.

Intellectual Property Rights

All intellectual property rights in the services provided are owned by The Website Space Ltd. If third-party intellectual property is involved, the Client’s use will be contingent upon TWS obtaining a proper license for the Client. TWS may also develop similar products or services without using the Client’s confidential information.

Limitation of Liability

TWS will not be liable for:

• Loss of profits or indirect, consequential losses
• Damages exceeding £500, unless caused by negligence, fraud, or defective products

After the warranty period, terms implied by law are excluded to the fullest extent allowed.

Termination

The Contract may be terminated by either party with immediate effect if:

• A material breach occurs and is not remedied within 15 days of notice
• The other party faces insolvency or significant financial difficulties TWS may also suspend services or terminate the contract if the Client fails to make payments.

Upon termination, the Client must pay any outstanding invoices, and the accrued rights and remedies of both parties will remain intact.

Force Majeure

TWS is not liable for delays or failures in service delivery caused by events beyond its control (Force Majeure), including strikes, natural disasters, or legal changes. If such events prevent service for more than 2 weeks, TWS may terminate the contract.

General Provisions

• Notices: All formal communications under this contract must be in writing and sent to the registered addresses of the parties or via email.
• Waiver: Failure to exercise any right does not waive the right to exercise it in the future.
• No Partnership: This contract does not create a partnership, joint venture, or agency relationship.
• Third-Party Rights: No third party can enforce this contract.
• Variation: Any changes to this contract must be agreed upon in writing by TWS.
• Governing Law: This agreement is governed by the laws of England and Wales. Disputes will be resolved in the courts of England and Wales.

Data Protection & GDPR Compliance

TWS is committed to protecting your personal data. We may process and store your data for legitimate purposes, including marketing, statistical analysis, and credit control. The Client, as the Data Controller, is responsible for managing data processing agreements with TWS, if applicable.

• TWS will act as the Data Processor and follow instructions regarding personal data, including transfers to third parties.
• The Data Processor will implement security measures and assist with data subject rights and GDPR obligations.
• Data will be returned or deleted upon the Client’s request at the end of the contract, as required by Data Protection Legislation.

Late Payment Policy

Payment Terms: Invoices must be paid within 14 days unless otherwise agreed.

Interest Charges: Late payments will incur interest at the Bank of England base rate plus 8%, calculated daily until full payment is received.

Debt Recovery Costs: Fixed costs will apply to late payments:

• Up to £999.99: £40
• £1,000 to £9,999.99: £70
• £10,000+: £100

Additional Recovery Costs: Any extra recovery costs, including legal fees, will be added to the debt.

Failed Direct Debit Charges: If a direct debit fails, a £25 fee plus any GoCardless charges will be invoiced.

Additional Costs

In cases where additional recovery costs arise, Pagerankerlab will claim these expenses if they exceed the fixed amounts stated above. This may include, but is not limited to, legal fees, collection agency charges, and administrative costs.

Notification of Late Payment

A reminder will be issued 1 day after the payment due date. If payment remains outstanding 3 days after the reminder, further action will be taken as outlined in this policy.

Failed Direct Debit Charges

Pagerankerlab uses GoCardless for processing direct debit payments. If a direct debit payment fails, the payer will be notified immediately. A charge of £25 (excluding VAT) plus the failed charge by GoCardless will be invoiced to the client to cover the incurred costs. This invoice will be subject to our standard payment terms and conditions.

Dispute Resolution

Should there be a dispute over an invoice, the payer must inform Pagerankerlab in writing within 7 days of receiving the invoice. We will work diligently to resolve the issue in a prompt and fair manner.

Contact Information

For any questions or concerns regarding invoices or payments, please contact:

Pagerankerlab
South Banasree, Dhaka, Bangladesh
+880 1988147247
payment@pagerankerlab.com

For more detailed information on late payment interest and debt recovery guidelines, please refer to the Bangladesh Government.

Professional Conduct Policy

Introduction

At Pagerankerlab, we are committed to fostering a respectful and professional environment for our employees, clients, and partners. Our goal is to build strong, positive relationships based on mutual respect, trust, and understanding.

Purpose

This policy sets out our approach to maintaining a professional working environment and ensuring that all interactions reflect our core values. We aim to provide a respectful environment where team members feel valued, and our clients receive the highest level of service.

Scope

This policy applies to all interactions with clients—whether they are potential, current, or past clients. It encompasses all communications with Pagerankerlab employees, contractors, and representatives.

Definition of Unacceptable Behavior

Unacceptable behavior includes, but is not limited to, verbal abuse, harassment, intimidation, bullying, derogatory language, or any form of discrimination. Such behavior undermines the principles of respect and professionalism we uphold.

Three-Strike System

We implement a three-strike system for dealing with unacceptable behavior:

• First Strike: A formal warning will be issued outlining the behavior, its inappropriateness, and the need for immediate improvement.
• Second Strike: A second formal warning will be issued, reiterating the seriousness of the matter and detailing the consequences of continued unacceptable behavior.
• Final Strike: A third instance will result in the termination of our professional relationship. Pagerankerlab reserves the right to cease all business dealings and services with the client immediately.

Reporting and Addressing Incidents

Employees witnessing or experiencing unacceptable behavior from a client should report it to their supervisor or HR representative. All reports will be taken seriously and investigated promptly, maintaining confidentiality where possible.

Confidentiality and Non-Retaliation

Pagerankerlab guarantees confidentiality in the handling of reports. Retaliation against any individual reporting or participating in investigations is strictly prohibited.

Web Design & Development Policy

The following terms and conditions apply to all website development and design services provided by Pagerankerlab to the client.

Acceptance

By accepting a quote from Pagerankerlab, the client is deemed to have read, understood, and accepted these terms and conditions. A signature is not required to agree to these terms.

Charges

Charges for services provided by Pagerankerlab are outlined in the project quotation. Quotes are valid for 30 days, after which they may be altered or declined.

Unless otherwise agreed, a 50% advance payment is required before work begins, with the remaining balance due upon completion, prior to the website going live. Payments are to be made via bank transfer.

Payments are non-refundable unless otherwise agreed, and any refunds issued will be processed via BACs within 28 days of confirmation.

Client Review

The client will be given opportunities to review the website’s appearance and content during both the design phase and upon completion. Materials will be deemed accepted unless the client notifies Pagerankerlab within 10 days of availability.

Turnaround Time & Content Control

Pagerankerlab will make every effort to meet the delivery date provided in the plan of action. The client must appoint a single individual as the primary point of contact to provide necessary content (e.g., text, images, movies) in a timely manner.

Failure to Provide Content

If the client fails to provide the necessary content one week prior to the project completion date, Pagerankerlab reserves the right to close the project, and the remaining balance will be due immediately.

Payment Terms

Invoices will be issued after completion but before the website goes live. Payments are due within 14 days of receipt.

Additional Expenses

The client agrees to cover any additional costs for special fonts, stock images, or plugins required to complete the project. These expenses must be paid upfront.

Web Browsers

Pagerankerlab designs websites to work with modern browsers (e.g., Firefox, Safari, Chrome). We do not support Internet Explorer, which was discontinued by Microsoft in 2022.

Default and Termination

Accounts unpaid 14 days after the invoice due date will be considered in default. In such cases, Pagerankerlab may remove the client’s material from the web server, though this does not absolve the client from paying outstanding charges. If services are terminated by the client, they will be invoiced for work completed up until the cancellation notice.

Indemnity and Copyright

The client retains copyright over the materials they provide and grants Pagerankerlab the right to use such materials as needed. The client must obtain the appropriate permissions for third-party copyrighted materials and indemnify Pagerankerlab against any resulting claims.

Post-Placement Alterations

Pagerankerlab will not accept responsibility for any modifications made by third parties to the client’s website after installation.

Domain Names

Pagerankerlab can assist with domain name purchases but is not responsible for non-payment or renewal. The client should keep track of payment deadlines.

Governing Law

This agreement is governed by English law. Any legal action arising from the terms of this agreement will be handled under the jurisdiction of English courts.

SEO & PPC Terms & Conditions

The following terms and conditions apply to all SEO and/or PPC services provided by Pagerankerlab to the Client.

Pagerankerlab (“the Agency”)
Your Company (“the Client”)

1. Interpretations

1.1. Terms referring to any gender apply to all genders. Terms referring to the singular also apply to the plural and vice versa.
1.2. References to statutory provisions include any amendments or replacements.

2. Outline of Agreement

2.1. This Agreement outlines the terms and conditions agreed between the Parties for the services provided by the Agency to the Client, hereinafter referred to as the “Project.”

3. Detailed Project Specification

3.1. The Parties have agreed to a detailed Project specification as defined in Schedule One of this Agreement.
3.2. Any proposed amendments to the Project specification must be made in writing and delivered to the other party. Either party may request a meeting to discuss such amendments.
3.3. If the proposed amendments incur additional expenses, the Agency is entitled to seek further payment to cover these costs.

4. Fees

4.1. The Client will pay the agreed fees to the Agency as defined in Schedule Two of this Agreement.
4.2. The Agency will invoice the Client, and the Client will pay the invoice(s), including Value Added Tax (VAT) at the prevailing rate, according to the payment terms detailed on the invoice(s).
4.3. Payment is required at the start of each billing period. The full invoiced amount will be charged at the start of the month for that month’s SEO/PPC work.
4.4. For ongoing SEO/PPC services, the Agency will invoice the Client monthly, with payment to be made according to the terms stated on each invoice.
4.5. If the Client is late making a payment, the Agency reserves the right to charge interest under the Late Payment of Commercial Debts Regulations 2013 at the Bank of England base rate plus 8%, and add a fixed charge penalty as detailed by the regulations. These costs exclude any further legal or enforcement costs incurred by the Agency in obtaining payment.

5. Expenses

5.1. The Client will reimburse the Agency for expenses incurred during the Project, including travel to the Client’s offices, purchase of computer consumables, and other reasonable expenses directly related to the Project.
5.2. The Agency will inform the Client in writing in advance if significant expenses not covered by clause 5.1 have to be incurred during the Project.

6. Project Release

6.1. Upon termination of this Agreement, the Agency will cease all work related to the Project unless otherwise agreed in writing. The Agency may undertake additional paid work as requested by the Client, either directly or indirectly related to the completed Project, under the Agency’s standard terms of business.

7. Website Access, Data & Third-Party Data

7.1. The Client will provide access details (technical information, usernames, passwords) required for the Agency to access the Client’s website, including FTP and, where necessary, SSH.
7.2. The Client will provide the Agency with the necessary levels of access and permissions to both the website and the Client’s server or server space required to perform the tasks outlined under this Agreement.
7.3. Where applicable and available, the Agency may request access details to third-party services used by the Client (e.g., Google Analytics, Google Search Console).
7.4. The Agency will not be responsible for any delays, missed milestones, or additional expenses incurred due to the late delivery or non-delivery of requested website access and data by the Client.

8. Notice

8.1. Any notice given by either party under this Agreement shall be served on the other party and addressed to that party’s signatory by email, personal delivery, pre-paid recorded delivery, first-class post, or fax transmission to the receiving party as set out in this clause.
8.2. Notices shall be deemed effectively served as follows:
8.2.1. By pre-paid recorded delivery or first-class post: 48 hours after posting.
8.2.2. By email or fax transmission: on the next working day.

9. Confidentiality

9.1. Both parties shall keep confidential the terms of this Agreement and Project, disclosing them only to employees or contractors as necessary for performing the Project. All information marked “Confidential” or reasonably judged to be confidential shall not be disclosed during the Project or for 1 year after completion, except as required by law or court order. Information marked as a “Trade Secret” shall not be disclosed during or after the expiry of this Agreement, except as required by law or court order.
9.2. The Agency shall not use, reuse, collate, or aggregate any data from the Client’s website, server, or third-party services to benefit the Agency or any current or future clients.

10. Credits and Publicity

10.1. The Client may refer to their working relationship with the Agency for press and publicity purposes after receiving written approval from the Agency regarding the content.
10.2. The Agency may refer to their working relationship with the Client for press and publicity purposes.

11. Intellectual Property Rights

11.1. The Client warrants that they own all intellectual property in the content and materials on their website or have secured the appropriate licenses, clearances, or consents.
11.2. Intellectual property includes, but is not limited to, copyright, trademarks, service marks, design rights, trade dress, database rights, domain names, topography, and both the visual look and feel of the website and the underlying code.
11.3. Neither party shall claim the other party’s content, materials, services, or intellectual property during or after this Agreement.
11.4. Neither party shall claim or register trademarks, company names, or domain names materially similar to the other party’s, except as requested by the Client to prevent third-party registration. In this case, the Client will reimburse the Agency for registration costs, and the Agency will transfer all registration details to the Client upon payment of fees and signing of the Project Release Form.

12. Warranties

12.1. The Client confirms, to the best of their knowledge and belief, that the content and materials supplied for the Project are not blasphemous, defamatory, or obscene and do not breach any applicable law or regulation.

13. Indemnities and Limitation of Liability

13.1. Neither party shall be liable to the other for any loss of business, contracts, profits, anticipated savings, or any indirect or consequential loss.
13.2. The Client agrees to indemnify the Agency against any claims, damages, losses, costs, and expenses related to the content and materials provided by the Client, including claims for breach of law or intellectual property rights.
13.3. The Client acknowledges it is their responsibility to ensure their website does not infringe the laws of any jurisdiction within which it is promoted.
13.4. The Agency agrees to indemnify the Client against any claims, damages, losses, costs, and expenses related to breaches of clauses 9 and 11 committed by the Agency.
13.5. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party.

14. Search Engine Changes / Updates

14.1. The Agency cannot control or influence changes to search engine algorithms and thus cannot be held liable for any negative impact caused by such changes. The Agency will use its expertise to minimize negative impacts and maximize positive outcomes.
14.2. Performance Disclaimer: The Agency strives to provide high-quality services; however, it does not guarantee specific results regarding leads, conversions, or business performance through its SEO and PPC services. The effectiveness of these strategies may vary based on numerous factors outside of the Agency’s control, including changes in search engine algorithms, market conditions, and competitor activities. Therefore, the Agency holds no responsibility for achieving any particular outcome or performance metric.

15. Termination

15.1. Either party may terminate this Agreement immediately if:
15.1.1. The other party commits a serious, grave, or material breach or persistent breaches of this Agreement, including non-performance, default, or neglect, and
15.1.2. Such breach remains unremedied for 60 days from written notice.
15.2. This Agreement may also be terminated if either party: (a) Cannot pay or has no reasonable prospects of paying their debts amounting to or exceeding the bankruptcy level under the Insolvency Act 1986, or (b) Becomes subject to an administration order or goes into liquidation (other than for amalgamation or reconstruction), or (c) Has a receiver appointed for any property or assets, or (d) Ceases or threatens to cease business, or (e) Makes any voluntary agreement or enters a compromise for the benefit of creditors, or (f) Fails to make payment as per this Agreement.
15.3. The Client may terminate their Agreement for convenience with 60 days’ written notice to the Agency.
15.4. Upon termination, the Client will pay all outstanding invoices and any interest due. If the Agency has not invoiced the Client, the Agency will issue an invoice for all unpaid work, which the Client must pay within 14 days upon receipt.
15.5. Any unpaid Project work remains the property of the Agency and must be returned. The Client shall not retain any copies of the returned Project work.
15.6. Termination shall not affect any rights accrued by either party before termination or those provisions intended to survive termination, including clauses 9, 11, 19, and this clause.

16. Assignment

16.1. Neither party may assign or transfer this Agreement or any rights, duties, and obligations without prior written consent from the other party.

17. Force Majeure

17.1. Neither party shall be liable for delays or failures to perform obligations due to circumstances beyond their control, including Acts of God, war, civil disorder, or industrial disputes. If such delay or failure continues for 60 days, the unaffected party may terminate this Agreement by written notice.

18. Joint Venture or Partnership

18.1. This Agreement does not create a partnership, joint venture, or agency relationship between the parties. Neither party has the authority to bind the other or create liability against the other.

19. Client Responsibility

19.1. To ensure our services align with the Client’s business objectives, it is the Client’s responsibility to inform the Agency of any business leads, conversions, or feedback at least once per month. This information is essential to enable the Agency to adapt strategies based on actual outcomes. Pagerankerlab does not need to ask the Client each month for this.

20. Non-Solicitation

20.1. The Client agrees not to solicit or induce any of the Agency’s employees to leave their employment, either directly or indirectly, to work on a freelance or consultancy basis or be directly employed by the Client during the Project and for six months after its completion.

21. General

21.1. Failure by the Agency to enforce any accrued rights under this Agreement is not a waiver of those rights unless acknowledged in writing.
21.2. The clauses of this Agreement shall be read independently. If any part is found invalid, it shall not affect the remaining clauses.
21.3. Any additions or modifications to this Agreement must be in writing and signed by both parties.
21.4. This Agreement constitutes the entire agreement between the parties, superseding any previous written or oral agreements.

22. Jurisdiction

22.1. This Agreement shall be interpreted, construed, and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.