Terms and Conditions of Business | Smart Local Marketing Ltd

Our Terms and Conditions of Business (Terms)

This website (“site”) is owned and operated by Smart Local Marketing Ltd t/a Smart Local, a company registered in England and Wales under company number 07634995 with its registered office at 35 Wimbledon Hill Road, London, SW19 7NB.

Smart Local helps businesses to advertise effectively in your local area. We focus on specific local digital marketing strategies to help you grow and attract more local customers. These primarily ensure that your business is visible in the search engine local search results when people are searching for what you do, where you do it. Basically, if location is important to your customers, it’s important to your marketing. We can help with that.

Beyond local search engine optimisation (SEO) services, we also provide social media management, content marketing and reputation management services. Everything is designed to build brand recognition and a local community around your business, which in turn will deliver more warm leads for you.

The terms “we”, “us”, “our” and “ours” when used in these Terms mean Smart Local Marketing Ltd t/a Smart Local which includes any parent, subsidiaries, divisions, branches, affiliates or companies under common ownership or control of us and our brand.

The terms “you” and “your” when used in these Terms means any user of this site and our services.

Your attention is particularly drawn to clause 14 below: Limitation of liability

1.1 What these Terms cover. These are the terms and conditions on which we supply our services and any accompanying digital content (our Services) to you through smartlocal.co.uk (our site). Users who use our site will however have to comply with the website terms of useprivacy policy, acceptable use policy and cookie policy and confirm any marketing consents available to read on our site.

1.2 Why you should read them. Please read these terms carefully before you proceed to use our site. These terms tell you who we are, how we will provide our services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

1.3 Are you a business customer or a consumer? Please note that we only work with businesses and business owners acting on behalf of their business. Our Services and therefore our contract terms therefore will not apply to consumers. You are a consumer if:

• You are an individual and
• You are creating an account and using our services wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

1.4 If you are a business customer this and our Proposal form the entire agreement with you. If you are a business customer e.g. a tradesman, shop owner, professional service or other business entity, then these terms constitute the entire agreement between us in relation to our Services we provide to you as set out on this site and accompany any valid Proposal (namely one that is current) that we have sent to you. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms or the Proposal and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement or the Proposal. If you are acting on behalf of a business, you confirm that you have authority from that business authorising you to enter into this contract with us and to use their credit card or other finance facilities to purchase our Services from us.

1.5 The Term depending on the length of contract you choose:
Retainer: The “Term” of this Contract is deemed to have commenced on the date as communicated to you (“Commencement Date”) and shall continue for a minimum period of 6 calendar months (6) from the Commencement Date, and then until terminated by either party giving the other thirty (30) days written notice of termination provided always that such notice, if given within the aforesaid one 6 calendar months (6) period, shall not be effective until 6 calendar months (6) following the Commencement Date and is subject in any event to all fees and accrued amounts being paid prior to the end of the thirty (30) day written notice period.

1.6 Rolling Contract: Beyond the initial period of six calendar months as referred to in 1.5, this agreement shall continue, unless terminated earlier in accordance with clause 8 below (Termination), until either party gives to the other party 30 days’ written notice to terminate this Contract.

2. INFORMATION ABOUT HOW TO CONTACT US

2.1 How to contact us. You can contact us by writing to us at hello@smart-local.co.uk.

2.2 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provide to us.

2.3 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.

3. OUR CONTRACT WITH YOU

3.1 How we will accept your order to provide our Services. Our acceptance of your order will take place when we email you a confirmation email, at which point a contract will come into existence between you and us which incorporates the terms and conditions contained in this document.

3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing giving reasons and you will not be charged for the service. This might be because the information you have provided is not correct, because we have identified an error in the price or description of the service, because we are unable to meet a deadline you have specified or for some other technical reason.

3.3 We only operate in the UK. Our website is solely for the use of UK residents and the promotion of our Services in the UK.

4. OUR SERVICES

4.1 Images posted on our site may not be entirely accurate. The images provided on our site, whether by us or our users are for illustrative purposes only. Although we have made every effort to display any images accurately, we cannot guarantee that a device’s display of the images will be accurate. Any samples, drawings, descriptive matter or advertising issued by any user of this site, and any descriptions or illustrations contained in a user’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract with us or have any contractual force.

4.2 Make sure your descriptions, statements and orders are accurate. You are responsible for ensuring that any instructions, information given whether or not in an order, statements or descriptions that you give us are correct.

4.3 Any typographical, clerical or other error or omission in any sales literature, quotation, proposal, price list, fees schedule, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.

4.4 You agree to ensure that you will make and retain regular verified backups of all data stored on your IT/business systems. You accept that any loss of data through failure to back up the data stored on your systems or through incorrect use of your systems is your own responsibility and will not in any way effect the payment of any sums owed to us and you acknowledge that you should take out such comprehensive data loss insurance protection as reasonably may be considered prudent in the best interests of your business/company.

4.5 No results guaranteed. Due to the ever changing and widespread use of social media, algorithms and a search engine’s rankings we are unable under any circumstances to guarantee the results of your local digital marketing campaign. You therefore agree that time cannot be of the essence and results cannot be guaranteed for any Services we carry out on behalf of your business/company. We will however work closely with you and advise you in our Proposal as to what we believe to be the most effective use of your spend in any campaign we work on on behalf of your business/company.

4.6 The Services provided by us under these terms shall not include maintenance or repair or replacement of any computers, electrical or telephonic or other communications work or equipment or accessories connected to or external to the provision of the Services;

4.7 We shall not be responsible for loss, interruption, corruption or damage caused to the your website or any of your business’s/company’s data due to the use of incompatible, damaged, faulty or uncertified accessories or media or the failure of the proper supply of electricity thereto howsoever occasioned including any virus or your IT system being hacked; nor any error in the uploading of any articles by us and/or consultants and/or failure for the article/s to go live on your website or any other loss, interruption, corruption or damage to your business’s/company’s website content management system.

5. YOUR RIGHTS TO MAKE CHANGES

If, once an order is placed and a Proposal is issued, you wish to make a change to your order, to any details about yourself, your business or your services or to any advertisement or social media post that you have asked us to assist with, you are free to do so. Where applicable we will let you know about any changes to the price of our Services or timing of any upload which would result from your requested change and ask you to confirm whether you wish to go ahead with the change.

6. OUR RIGHTS TO MAKE CHANGES

6.1 Minor changes to our Services. We may change our Services:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes should not affect your use of our Services but you will be advised in the event that they do.
6.2 More significant changes to our Services and these terms. In addition, we may make changes to these terms or our Services, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive at our discretion a refund for any of our Services paid for but not received.
6.3 Updates to digital content. We may update or require you to update digital content from time to time.

7. PROVIDING THE SERVICES

7.1 When we will provide the Services. Our Services will be provided once we have sent a written confirmation email accepting your order.
7.2 We are not responsible for delays outside our control. If the use of our Services is delayed by an event outside our control then we will either contact you as soon as possible to let you know by email as long as we have your email address or we will post a notice on the site and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund at our discretion for any services you have paid for but not received.
7.3 What will happen if you do not give required information to us. We may need certain information from you so that we can provide our services to your business. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we will not be able to proceed to provide you with the very best of our services. We will not be responsible for supplying Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of it being requested.
7.4 Reasons we may suspend the supply of Services to you. We may have to suspend the supply of Services to:
(a) deal with technical problems or make minor technical changes; or
(b) update the Services to reflect changes in relevant laws and regulatory requirements.
7.5 We may suspend supply of the Services if you do not pay. If you do not pay us for the Services when you are supposed to and you still do not make payment within 3 days of us reminding you that payment is due, we may suspend the provision of our Services and remove access to any digital or other content we have provided until you have paid us the outstanding amounts; we will contact you to tell you we are going to do this. We will not suspend the Services where you dispute the unpaid invoice. As well as suspending the Services we can also charge you interest on any overdue payments.
7.6 Intellectual property ownership. We shall where applicable grant to you a non-exclusive license to use the services in the direct field of application for which the Services were carried out. The exact terms of any license will be agreed through good faith negotiations between you and us.
7.7 All copyright, design right, trade mark rights, patent rights and rights in know-how and other like rights including moral rights whether registered or unregistered which subsist now or in the future in the Services, articles, blogs, documents, drawings, specifications, designs, programmes or any other material prepared by us whether readable by humans or by machines devised or created by us or our employees or consultants shall vest in and shall belong to Smart-Local Marketing Limited t/a Smart Local free of any interest of any third party.
7.8 You shall not be entitled and agree not to manufacture, reproduce, copy, simulate, emulate, modify, adapt, recreate, or use in original or translated from the Services and any part thereof for any purpose other than that for which they were furnished, or do any other act inconsistent with Smart-Local Marketing Limited t/a Smart Local’s ownership of Intellectual Property rights in clause 7.7 above.

8. YOUR RIGHTS TO END THE CONTRACT

8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have paid for, whether there is anything wrong with the service, how we are performing and when you decide to end the contract:
(a) If what you have paid for is faulty or mis-described you may have a legal right to end the contract subject to clauses 4.5 and 7.2 above (or to get a service re-performed or to get some or all of your money back), see clause 13;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any Service(s) which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an upcoming change to the Service(s) or these terms which you do not agree to;
(b) we have told you about an error in the price or description of the Service(s) you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the Service(s) may be significantly delayed because of events outside our control;
(d) we have suspended supply of the Service(s) for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 7 days; or
(e) you have a legal right to end the contract because of something we have done wrong.

9. HOW TO END THE CONTRACT WITH US

9.1 Tell us you want to end the contract. To end the contract with us, please let us know by giving at least 30 days’ notice and doing one of the following:
(a) Telephone or email. Call customer services on 020 8144 8302 or email us at hello@smart-local.co.uk. Please provide your name, address, details of the services purchased from us and, where available, your telephone number and email address
(b) By post. Simply write to us at our registered office address, including details of what you paid for, when you ordered or received it and your name and address.
9.2 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the Services, by the method you used for payment. However, we may make deductions from the price, as described below.
9.3 When your refund will be made. We will make any refunds due to you as soon as possible.

10. OUR RIGHTS TO END THE CONTRACT

10.1 We may end the contract if you break it. We may end the contract for our Services at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 3 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services, for example, personal or business description details;
(c) you do not, within a reasonable time, allow us to deliver the Services to you.
10.2 We may withdraw the Services. We may write to you to let you know that we are going to stop providing the Services. We will let you know at least a month in advance of our stopping the supply of the Services and will refund any sums you have paid in advance for Services which will not be provided.

11. IF THERE IS A PROBLEM WITH THE SERVICE(S)

How to tell us about problems. If you have any questions or complaints about the Service(s), please contact us. You can telephone our customer service team at 020 8144 8302 or write to us at hello@smart-local.co.uk.

12. PRICE AND PAYMENT

12.1 Where to find the price for the Services. The price of the Services will be the price as stated in our Proposal to you. We take all reasonable care to ensure that the price of the Services advised to you is correct and inform you if we discover an error in the price of the Service you order.
12.2 When you must pay and how you must pay. Where we agree a retainer or a rolling contract the billing period typically starts 14 days after the commencement date [and payment is due 14 days after the invoice is sent to you]. Where we agree a fixed fee we ask for 50% of that fee to be paid in advance of any work being carried out on your behalf. We accept payment by direct debit. You must pay each invoice within 14 calendar days after the date of the invoice. Until payment is made in full the completed Service(s) will not be passed to you to enable your campaign to go live.
12.3 No right of set-off. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12.4 We can charge interest if you pay late. If you do not make any payment to us within 30 days of the due date we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
12.5 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 We are not liable for business losses. If you use the Services for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 14 below.

LIMITATION OF LIABILITY – clause 14 shall survive the termination of this Contract

14. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IF YOU ARE A BUSINESS

14.1 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.
14.2 Except to the extent expressly stated in clause 13.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
14.3 Subject to clause 14.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us, whether resulting from the breakdown of the Services, delay in carrying out maintenance to the Services, loss of data or other information stored therein or otherwise howsoever caused; and
(b) our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for Services under such contract.
(c) [Or you can use this clause instead of little b) for a retainer/rollover if you prefer but you can only use one or the other] The maximum aggregate liability for losses under or in connection with this Contract whether in contract, tort (including negligence) or otherwise, will in no circumstances exceed the total price paid or payable to us by you in the preceding one (1) month period.
(d) Except as set out in these terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

15. HOW WE MAY USE YOUR PERSONAL INFORMATION

15.1 How we will use your personal information. We will use the personal information you provide to us:
(a) to supply the Services to you;
(b) to process your payment for the Services; and
(c) if you agreed to this during the formation of the contract, to give you information about similar Services that we provide, but you may stop receiving this at any time by contacting us.
15.2 We will only give your personal information to third parties where the law either requires or allows us to do so.

16. OTHER IMPORTANT TERMS

16.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract. If you are unhappy with the transfer you may contact us to end the contract within 7 days of us telling you about it and we will refund you any payments you have made in advance for Services not provided.
16.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
16.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms except as set out above at clause 16.2.
16.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
16.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date.
16.6 Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. We shall in good faith attempt to settle any dispute arising from this Contract. If the dispute cannot be resolved the parties will agree to use a jointly appointed, neutral mediator within 14 days to assist in facilitating resolution of the dispute and to agree a date for the mediator to start the process. You may want to contact an independent alternative dispute resolution provider such as Mediating Works Limited via their website at www.mediatingworks.com or a similar organisation. This process shall be strictly confidential and without prejudice to the rights of either party in any future proceedings. Any agreement shall be considered binding in good faith.
16.7 Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.