Terms and Conditions

1. Parties

1.1. Data Giant Ltd. a company registered in England (Company Reg: 09477548), having its registered office at 75 Shelton Street London WC2H 9JQ ("Data Giant")

And

1.2. Any person or company who undertake a contractual relationship with Data Giant (The "Customer")

2. Definition of Terms - Digital Development Projects

2.1. Proposal - a document detailing work to be completed by Data Giant within the scope of a project. This is based on a review of the customers requirements and establishes the scope of a project.

2.2. Project – refers to the work detailed within the Proposal built by Data Giant and agreed by the Customer.

2.3. Acceptance Period – a period if time, no more than 10 working days after the beta version of a digital development project is provided. During this time Data Giant will carry out any adjustments and bug fixes to ensure the project is working in conformity with the proposal agreed with the Customer.

2.4. New Requirements – refers to any additional feature or requirement requested by the Customer that was not included within the agreed Proposal.

2.5. Third Party Works – any work, software, script or code that is not developed either by Data Giant or the Customer

2.6. Project Creep – additional changes requested in the project from the agreed specification set out in the Proposal or Quotation

3. Definition of Terms - Search Engine Optimisation

3.1. Search Engine Optimization Services (hereinafter referred to as "SEO") as described in this contract. Is defined as use specific keywords and/or phrases and other techniques to improve the search engine ranking of, and/or position the contents of the the Customer's website.

3.2. SEO services are intended to provide the Client with increased exposure in search engines, and drive targeted online traffic to the site.

4. Definition of Terms - Data Provision

4.1. Data - refers to personal data supplied according to a Data Specification requested by the Customer

4.2. Data Specification - refers to the specific data set which has been requested by the Customer and what will be supplied by Data Giant

4.3. GDPR - the principles of the General Data Protection Regulation, an EU wide set of regulations related to personal data protection.

5. Digital Development Services

The following recitals refer to customers who engage Data Giant for the development of digital projects such as websites or mobile applications.

5.1. Keeping The Customer Informed

5.1.1. When developing a digital project Data Giant will:

5.1.1.1. Design, develop and deliver the Project as per the Proposal provided to the Customer;

5.1.1.2. Incorporate the functional features specified in the Proposal or Quotation agreed in writing by the parties, together with the Third Party Works (if any), into the project;

5.1.1.3. Keep the Customer informed of the progress of the Project during design and development via a project management tool, emails, telephone and video conferencing, as and when required.

5.1.1.4. Provide the Customer with reasonable access to the Project for testing and acceptance

5.1.1.5. Deliver the Project to the Customer in accordance with the Proposal or Quotation and agreed payment terms.

5.2. Data Giant will use reasonable endeavours to perform the services in accordance with the timetable set out in the Proposal; however, Data Giant cannot guarantee that that timetable will be met if there are delays from the Customer to provide the Customer Obligations or other unforeseen delays beyond the control of Data Giant.

5.3. Customer Obligations

5.3.1. The Customer will provide Data Giant with:

5.3.1.1. Such co-operation as required by Data Giant (acting reasonably) to enable the performance by Data Giant of its obligations under this Agreement; and

5.3.1.2. All information, content and documents required by Data Giant (acting reasonably) in connection with the provision of the Services.

5.3.2. The Customer will be responsible for procuring any Third Party Works (such as payment gateway accounts) to enable Data Giant to fulfil its obligations under this Agreement.

5.3.3. If there is delay in getting such Third Party Works by the customer beyond 10 working days, Data Giant will complete the agreed works and invoice the customer for agreed charges and the customer agrees to pay the invoice within 10 working days from the date of invoice.

5.3.4. The Customer will fulfil his/her obligations for the Project in accordance with the timetable set out in the Proposal or Quotation. The Customer acknowledges that any delays in providing Data Giant with essential feedback or updates during the project may cause the Project time-frame to be extended.

5.3.5. The Customer agrees that once the beta version of the Project has been provided, the payment for the Project is due. If the Customer has still not provided all content for the project at this stage, Data Giant will use test content as a placeholder until the Customer adds the appropriate content via the Content Management System provided.

5.3.6. The Customer hereby agrees to pay Data Giant the charges detailed and agreed in the Proposal or Quotation, as per the agreed terms of payment. If the Customer wishes to cancel the contract, the Customer agrees to pay any outstanding charges due to Data Giant calculated their hourly rate.

5.3.7. Data Giant may include the Credit together with a link to the Data Giant website on each page of the Website in a position and in a form to be agreed by the parties. The Customer will retain any such Credit and link in any adapted version of the Website, and the Customer will (and will only) remove any such Credit and link from the Website at Data Giant's request.

5.3.8. The Customer hereby indemnifies and undertakes to keep indemnified Data Giant against any and all damages, liabilities, cost, losses and expenses (including legal expenses) suffered and arising out of the use of the project.

5.4. Delivery and Acceptance

5.4.1. Data Giant will use reasonable endeavours to deliver the project to the Customer for acceptance testing as set out in the Proposal or Quotation.

5.4.2. During the Acceptance Testing period, the Customer will carry out acceptance tests to determine:

5.4.2.1. Whether the project conforms in all material respects with the specification of the project within the Proposal or Quotation; and

5.4.2.2. Whether the project has any Defects.

5.4.3. The Customer will inform Data Giant within the Acceptance Period, setting out in detail the respects in which the project does not meet the Acceptance Criteria; and

5.4.4. Data Giant will amend any issues that cause the Project not to work as per the agreed Proposal or Quotation.

5.4.5. The project will be deemed to have been accepted by the Customer if:

5.4.5.1. the Customer does not give any notice to Data Giant under Clause 5.4.3; or

5.4.5.2. the Customer publishes the project or uses part of it for any purpose other than development and/or testing.

6. Project Creep

6.1. If the Customer requests any additional requirement or feature that is not within the agreed quotation or proposal this is considered as New Requirements

6.2. New Requirements will be quoted for and billed at our hourly rate.

7. Deliverables

7.1. Data Giant will deliver (dependant on the nature of the project):

7.1.1. All graphic design for the Project
7.1.2. Fully developed and Quality Tested Project
7.1.3. Hosting for the Project on the agreed server (for Web or App projects)
7.1.4. All photographs and icons as agreed in the Proposal or Quotation
7.1.5. An electronic copy of the full code of the Project (for Web projects)
7.1.6. All copyright and licence for life upon full settlement of invoices.

8. Search Engine Optimisation

The following recitals refer to customers who engage Data Giant for Search Engine Optimisation.

8.1. Data Giant SEO services will include (but are not limited to):

8.1.1. Researching keywords and phrases to select appropriate, relevant search terms.
8.1.2. Obtaining "back links" from other related websites and directories in order to generate link popularity and traffic.
8.1.3. Editing and/or optimization of text for various html tags, metadata, page titles, and page text as necessary.
8.1.4. Analysis and recommendations on optimal website structure, navigation, code, etc. for best SEO purposes.
8.1.5. Recommend, as required, additional web pages or content for the purpose of "catching" keyword/phrase searches.
8.1.6. Create traffic and ranking reports for the Customer's website and any associated pages showing rankings in the major search engines.

8.2. For the purposes of receiving professional SEO services, Client agrees to provide the following:

8.2.1. Administrative/backend access to the website for analysis of content and structure.
8.2.2. Permission to make changes for the purpose of optimization, and to communicate directly with any third parties, e.g., your web designer, if necessary.
8.2.3. Unlimited access to existing website traffic statistics for analysis and tracking purposes.
8.2.4. An email address within the Customer's domain for the purposes of requesting links.
8.2.5. Authorization to use client pictures, logos, trademarks, website images, pamphlets, content, etc., for any use as deemed necessary by Data Giant for search engine optimization purposes.
8.2.6. If Client's site is lacking in textual content, Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages.

8.2.6.1. Data Giant can create site content at additional cost to the Client. If Client is interested in purchasing content from Data Giant, please contact Data Giant for a cost estimate.

8.3. Client must acknowledge the following with respect to SEO services:

8.3.1. All fees are non-refundable.

8.3.2. All fees, services, documents, recommendations, and reports are confidential.

8.3.3. Data Giant has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client's website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

8.3.3. Data Giant has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Client's website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.

8.3.5. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than "x" amount of time. This is referred to as the "Google Sandbox." Data Giant assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.

8.3.6. Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will re-appear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, Data Giant will re-optimize the website/page based on the current policies of the search engine in question.

8.3.7. Some search directories offer expedited listing services for a fee. If the Customer wishes to engage in said expedited listing services (e.g., paid directories), the Customer is responsible for all paid for inclusion or expedited service fees. Data Giant can offer a list of expedited listing services upon request.

8.3.8. Linking to "bad neighborhoods" or getting links from "link farms" can seriously damage all SEO efforts. Data Giant does not assume liability for the Customer's choice to link to or obtain a link from any particular website without prior consultation. Data Giant is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client's website.

8.4. Data Giant is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client's website

8.5. Additional Services not listed herein (such as managing pay-per click campaigns, copywriting, link baiting, etc.) will be provided for a fee agreed with the Customer.

8.6. The Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Data Giant for inclusion on the website above are owned by the Customer, or that the Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Data Giant and its subcontractors from any liability or suit arising from the use of such elements.

8.7. Data Giant is not responsible for the Client overwriting SEO work to the Client's site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content, based on the standard rate per hour.

8.8. Notwithstanding any other provision of this Agreement, Data Giant's obligation to provide free SEO services shall cease in the event the Client's conduct overwrites the SEO services provided. For example, if the client's webmaster uploads content without consulting Data Giant, then Data Giant's obligation to provide SEO services for free shall terminate.

8.9. Data Giant SEO services are available in 3,6 or 12 month subscription lengths.

8.10. It can take some time for search engines to reflect the SEO efforts made, this is outside the control of Data Giant.

8.11. The Customer will receive a monthly report detailing SEO activities and latest ranking in major search engines.

8. Web Leads

The following recitals relate to customers who engage Data Giant for the provision of Web Leads to facilitate direct marketing.

8.1. Data Giant follow the principles of the General Data Protection Regulation (GDPR). This requires us to ensure any data we supply as a web lead broker are used in a lawful fashion.

8.2. Web lead data supplied by MMG meets following regulatory requirements:

8.2.1. the individuals listed will have given clear consent for you to process their personal data for the specific purpose as detailed within our sales contract documents
8.2.2. the data has been collected lawfully for those specific and legitimate reasons
8.2.3. the data is, to the best of our ability, accurate and up to date

8.3. The customer is required to:

8.3.1. process the personal data supplied lawfully and only for the reasons specified in the web leads supply contract
8.3.2. keep the data only for the duration of the specified project
8.3.3. ensure the data is stored and processed in a secure manner
8.3.4. have a process in place for individuals to request to be withdraw consent and to be erased from the data list at their own request
8.3.4.1. requests for erasure must be processed within 10 working days
8.3.4.2. any request for withdrawal of consent or erasure of data must be notified to MMG within 10 working days
8.3.5. ensure individuals are made aware which organisation is using their data and must provide details relating to the lawful use of this data.
8.3.6. publish a privacy notice which details:v 8.3.6.1. intended purposes for processing the personal data
8.3.6.2. the lawful basis for the processing
8.3.6.3. how individuals may withdraw their consent or be removed from the dataset
8.3.7. provide a right to access for data subjects, this information must be supplied in request and includes:
8.3.7.1. confirmation that their data is being processed;
8.3.7.2. access to their personal data;
8.3.7.3. other supplementary information
8.3.8. securely destroy personal data once the contract period has been completed

8.4. Data Giant makes all efforts to maximise the accuracy of the data supplied.

8.5. All web leads we supply are subject to validation checks to ensure they are valid and meet the Customer's requirements. However we cannot guarantee 100% accuracy as data is subject to change outside of our control. Therefore we do offer replacement leads where leads are reported as being inaccurate or out of scope,

8.6. The replacement policy for web leads is up to 10% per order.

8.7. If errors are found they must be reported using an automated deposition report before any review can be conducted on data supplied.

8.8. The disposition report must be prepared electronically and list the leads and full reasons for why the lead is being listed as erroneous.

8.9. At least 48 working hours before a decision can be made on any data review conducted.

8.10. Data Giant will replace those leads which have been found, on review to be at fault. There is no guarantee that every reported lead will be replaced. Data Giant cannot replace leads which are found not to be inaccurate or for where there is not a clear enough reason given for the error report.

8.11. Data Giant will offer data credits in certain limited circumstances agreed with the Customer on a case by case basis.

8.12. All data supplied by MMG is non refundable. Due to the nature of the product, once data has been supplied it cannot be returned, replaced or refunded.

8.13. The full invoice amount is due to be paid prior to the web leads being released.

8.14. Data Giant work with carefully vetted and selected partners When we sell any leads we do so on the basis that we may work as an intermediary between any carefully selected 3rd party, and ourselves, selling the leads exclusively.

8.15. The acceptance of this agreement is subject to due diligence by MMG. You are required to complete and return a Data Supply Compliance Form to support this process.

9. Data Provision

The following recitals relate to customers who engage Data Giant for the provision of data to facilitate direct marketing.

9.1. Data Giant follow the principles of the General Data Protection Regulation (GDPR). This requires us to ensure any data we supply as a web lead broker are used in a lawful fashion.

9.2. Data supplied by MMG meets following regulatory requirements:

9.2.1. the individuals listed will have given clear consent for you to process their personal data for the specific purpose as detailed within our sales contract documents
9.2.2. the data has been collected lawfully for those specific and legitimate reasons
9.2.3. the data is, to the best of our ability, accurate and up to date

9.3. The customer is required to:

9.3.1. process the personal data supplied lawfully and only for the reasons specified in the web leads supply contract
9.3.2. keep the data only for the duration of the specified project
9.3.3. ensure the data is stored and processed in a secure manner
9.3.4. have a process in place for individuals to request to be withdraw consent and to be erased from the data list at their own request
9.3.4.1. requests for erasure must be processed within 10 working days
9.3.4.2. any request for withdrawal of consent or erasure of data must be notified to MMG within 10 working days
9.3.5. ensure individuals are made aware which organisation is using their data and must provide details relating to the lawful use of this data.
9.3.6. publish a privacy notice which details:
9.3.6.1. intended purposes for processing the personal data
9.3.6.2. the lawful basis for the processing
9.3.6.3. how individuals may withdraw their consent or be removed from the dataset
9.3.7. provide a right to access for data subjects, this information must be supplied in request and includes:
9.3.7.1. confirmation that their data is being processed;
9.3.7.2. access to their personal data;
9.3.7.3. other supplementary information

2.5 The Customer hereby agrees to pay Data Giant Limited the charges detailed and agreed in the Proposal, Invoice or Quotation, as per the agreed terms of payment. If the Customer wishes to cancel the contract, the Customer agrees to pay in full for the total amount of the agreement price due to Data Giant Limited and any additional costs from the time of severance are calculated at the hourly rate of £45

2.6 Data Giant Limited may include the Credit together with a link to the Data Giant Limited or related company website on each page of the Website in a position and in a form to be agreed by the parties. The Customer will retain any such Credit and link in any adapted version of the Website, and the Customer will (and will only) remove any such Credit and link from the Website at Data Giant Limited's request.

2.7 The Customer hereby indemnifies and undertakes to keep indemnified Data Giant Limited against any and all damages, liabilities, cost, losses and expenses (including legal expenses) suffered and arising out of the use of the project.

9.3.8. securely destroy personal data once the contract period has been completed

9.4. Data Giant makes all efforts to maximise the accuracy of the data supplied.

9.5. All data we supply are subject to validation checks to ensure they are valid and meet the Customer's requirements. However we cannot guarantee 100% accuracy as data is subject to change outside of our control. Therefore we do offer replacement leads where leads are reported as being inaccurate or out of scope,

9.6. The replacement policy for data is up to 10% per order.

9.7. If errors are found they must be reported using an automated deposition report before any review can be conducted on data supplied.

9.8. The disposition report must be prepared electronically and list the leads and full reasons for why the lead is being listed as erroneous.

9.9. At least 48 working hours before a decision can be made on any data review conducted.

9.10. Data Giant will replace data which has been found, on review to be at fault. There is no guarantee that all reported data will be replaced. Data Giant cannot replace data which is found not to be inaccurate or for where there is not a clear enough reason given for the error report.

9.11. Data Giant will offer data credits in certain limited circumstances agreed with the Customer on a case by case basis.

9.12. All data supplied by MMG is non refundable. Due to the nature of the product, once data has been supplied it cannot be returned, replaced or refunded.

9.13. The full invoice amount is due to be paid prior to the data being released.

9.14. Data Giant work with carefully vetted and selected partners When we sell any data we do so on the basis that we may work as an intermediary between any carefully selected 3rd party, and ourselves, selling data exclusively.

9.15. The acceptance of this agreement is subject to due diligence by MMG. You are required to complete and return a Data Supply Compliance Form to support this process.

Updated: 19 th Feb 2018 (WV)