DoLocal Limited’s Terms and Conditions of Business

1. 1. When a Client hires DoLocal for a new website development or the redesign of an existing website the Client will provide a written brief to its requirements.
   2. Based on the Client’s requirements DoLocal will provide a quotation for the ‘Project’ detailing the scope of work within the quotation.
   3. DoLocal will also provide a cost of the Project and payment plans (if any).
   4. No payment plan shall exceed a period of 12 months.
   5. Upon approval of the quotation, where design or redesign work is involved DoLocal will present a new design layout to the Client with four weeks.
   6. The Client will be allowed to make the number of revisions stated in the quotation.
   7. Throughout the website building process DoLocal will provide the Client with access to the staging website to enable the Client to provide feedback.
   8. Before launch the Client will be allowed to provide a Final review. The Client’s Final review must include any and all comments, requests, revisions, etc. This review period is the Client’s last chance to make any changes.
   9. As a gesture of goodwill DoLocal will continue to be available to the Client for 4 weeks after the termination of this Agreement to provide the Client with reasonable technical support and to correct any possible errors or deficiencies.
      A web design/development contract will terminate upon website delivery and payment in full for the project.
   10. After this period, unless the Client has a Maintenance Agreement in place with DoLocal, hourly charges will be applied to any work (bugs, fixes, changes, uploads, edits etc.).
   11. Confidentiality. During the course of this Agreement, it may be necessary  for the Client to share proprietary information, including trade secrets, industry  knowledge, and other confidential information with DoLocal in order for DoLocal to complete the Website in its final form. DoLocal will not share  any of this proprietary information at any time, even after the Agreement is  fulfilled. DoLocal also will not use any of this proprietary information for the DoLocal’s personal benefit at any time, even after the Agreement has been fulfilled. This provision shall remain in full force and effect even after the termination of this Agreement, either by natural termination or for cause.
   12. Ownership Rights. The Client continues to own any and all proprietary  information it shares with DoLocal during the term of this Agreement for the purposes of the Project. DoLocal has no rights to this proprietary  information and may not use it except to complete the Project. Upon completion of the Agreement, the Client will own the final website design.
   13. While DoLocal will customise the Client’s Website to the Client’s specifications, the Client recognises that websites generally have a common structure and basis.  DoLocal continues to own any and all template designs it may have created  prior to this Agreement. DoLocal will further own any template designs it may create as a result of this Agreement.
   14. Assignment. The Parties may not assign their rights and/or obligations under this Agreement unless both Parties agree to the assignment in writing.
   15. Termination. Either Party may terminate the Agreement at any time by providing the other Party 60 days prior written notice and payment in full of any outstanding amounts.
   16. The Client can terminate the Agreement by giving written notice: (a) if DoLocal commits any material breach of this Agreement and fails to correct the breach within ten (10) days of notice of the breach; or (b) if there is any repeated failure by DoLocal to execute the Project in an acceptable standard and to the reasonable satisfaction of the Client.
   17. DoLocal can terminate the Agreement by giving written notice: (a) if the Client fails to make the payments required and set forth in the approved quotation for the Project or (b) if the Client commits any other material, non-financial breach and fails to correct the breach within ten (10) days of notice of the breach.
   18. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES  RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT, LOST BUSINESS,  OR COSTS OF DELAY.
   19. Dispute Resolution. 
       1. Choice of Law. The Parties agree that this Agreement shall be governed by the English law.
       2. Negotiation. In the event of a dispute, the Parties agree to work towards a resolution through good faith negotiation.
       3. Mediation or Binding Arbitration. In the event that a dispute cannot be resolved through good faith negotiation, the Parties agree to submit to binding mediation or arbitration.
       4. Legal Fees. In the event of Arbitration and/or Mediation, the prevailing party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.
   20. Severability. If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.
   21. Complete Contract. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.
   22. Notices. All notices under this Agreement must be sent by Signed For registered post.

1. Definitions
   1. “Services” means all work, consulting, support, implementation, optimisation, updates, and other services performed by us to you pursuant to the approved quotation or white label rate card for agencies (the Contract) or as otherwise agreed with the Client.
   2. “Contract” and “agreement” mean this document and all the rights and obligations in relation to the Parties described herein.
   3. “Payment” means the fee charged for each Service billing cycle or term.
   4. “Writing” and “written” means direction or statements provided in this Contract as well as in other forms such as emails and similar communications.
   5. “Party” or the “Parties” mean the parties to the Contract.

   6. “White Label Services” means the goods or services provided to an Agency by DoLocal so that the Agency can then rebrand and sell to its own clients as its own services.

2. DoLocal’s Responsibilities
   1. We agree to carry out the following Services that will continually adapt to meet the needs of the SEO industry as these evolve. We reserve the right to adjust from time to time the sub-tasks and methods of each deliverable listed in the best interests of your business. We will notify you in writing of any significant change of deliverables and our reasons behind the decision.
   2. We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Contract, without your prior consent. If we use subcontractors, we accept full responsibility for every act or omission of the sub-contractor as if it were an act or omission of our own.
   3. Description of services provided:
      1. Strategy
         • Keyword research, strategy, and planning
         • SEO competitor analysis and ongoing monitoring
      2. Onsite SEO
         • Technical SEO (scripts, code, etc.)
         • Website landing page, H1, H2, Al Tags, and keyword usage optimisation
         • Website performance analysis
      3. Offsite SEO
         • Website and backlink profile analysis, strategy, and planning
         • Backlink building or Citations creations (where agreed in the Contract)
      4. Reporting
         • Monthly performance reports will be provide
      5. Management
         • Monitoring and identifying opportunities to improve results
         • Contact third party properties (such as blogs, directory websites, and social platforms) to act as a known employee on Client’s behalf and on behalf of the Client’s brand.
      6. White Label services do not include servicing third party clients (agency’s clients) by video calls, phone calls or any other forms of communications via and not limited to WhatsApp, emails, SMS etc. For any form of third party servicing stated above, DoLocal Ltd. will charge £100 + VAT per hour (with a minimum charge of 30 minutes).e
   4. The Contract will be entered into with the mutual understanding that a specific search result ranking, Domain Rating, or similar metric is not in any way guaranteed by us to you. It is also mutually understood that since search engines have their own proprietary algorithms that change with time, we will perform the Services within our exclusive scope of abilities in any given moment.
   5. The Client’s Responsibilities
      1. Provide us with the information, access, passwords and assistance as we may reasonably require within sufficient time to enable us to perform the Services; recognising you are responsible for the accuracy and legal use of any information submitted to us.
      2. Nominate a suitable individual to act as your representative to liaise with us regarding the Services.
      3. Obtain and maintain all necessary permissions and consents in connection with the Services.
      4. Meet the payment schedules and requirements defined in the quotation (approved by you).
   6. Warranties
      1. The Client warrants to:
         1. Pay all fees owing hereunder when due, regardless of whether or not you have denied any Services hereunder;
         2. Comply with license terms for any and all items provided, installed, and/or maintained by us;
         3. Comply with all applicable laws and regulations governing transmissions of data;
         4. and not use our provided Services for illegal or unauthorised purposes, to interfere with or disrupt other users, Services, or equipment, or to propagate computer viruses or worms.
         5. Not solicit any of our employees or contractors during the Duration of this Contract and for a period of twelve (12) months after the termination hereof.
      2. DoLocal warrants:
         1. That the Services to be provided hereunder will be performed in a professional manner consistent with the standards of the industry.
         2. No other warranties of any kind whether express or implied with respect to this Agreement or the services including, but not limited to, any implied expectation of ranking, profitability, or usage for a particular purpose.
      3. All warranties or conditions whether express or implied by law are hereby expressly excluded in favour of this Agreement.
   7. Liability
      1. The Client agrees that DoLocal cannot be held liable for any results outside of its control, such as the quality of leads or sales made by your team. You acknowledge that we have no control over changes to search engine policies or algorithms.
      2. You understand and accept that at any time the third party search engines and platforms in their sole discretion may affect how your website content, pages, and domain are viewed and displayed and thereby, your website may lose rankings or be excluded from search results at the sole discretion of the search engines. You agree to not hold us liable for any such negative impact to your rankings. We assume no responsibility for the actions and algorithms of these search engines and platforms.
      3. Provided that we upheld our obligations hereunder, you agree that no refunds or discounts will be given for any negative impact on the part of any search engine. While we will provide professional advice in relation to the Services on a continual basis, you certify that we have not given nor implied any guarantees regarding your website rankings in search engines due to these beyond our scope and control.
      4. Nothing in this Agreement excludes or seeks to exclude our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation.
      5. You further agree to:
         1. Accept full and exclusive responsibility for your business’ performance and customer satisfaction.
         2. Accept exclusive responsibility for understanding and ensuring compliance with any regulatory, legal, or contractual obligations related to your business, including without limitation, data held by you and your customers, information provided by you to your customers and/or other third parties, and any safeguarding and security measures that may be required. We may participate in implementing needed systems, services and functions for compliance, but you are solely responsible for the final outcomes, actions taken, and results produced.
         3. Accept full liability for any losses or cost sustained or incurred by you or arising directly or indirectly as a result of a failure on your part to meet any of the above provisions or for defaulting on Payment.
         4. In addition, we will not be liable by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by our servants or agents or otherwise) in connection with the performance of our obligations under the Contract.
         5. In the event of a breach or failure by us to execute our express obligations under this Contract, your remedies will be limited to damages, which in any event, will not exceed the fees and expenses paid by you for the Services in the preceding 3 month period.
         6. You agree to indemnify us against all damages, costs, claims and expenses suffered by us where this is caused by you, or your agents or employees. We shall not be liable to you or any other person for any direct, indirect, or consequential damages, or for the loss of data, profit, or revenue arising out of or relating to this Contract, even if it has been advised of the possibility of such potential loss or damage.
      6. Indemnification
         1. You agree to hold harmless, defend and indemnify us, our employees, contractors, directors and agents, from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including without limitation reasonable attorneys’ fees) incurred in connection with or arising from any breach by Client or its employees, agents, guests, or invitees of this Contract.
         2. If any action or proceeding is brought against us, our employees, contractors, directors or agents by reason of such claim for which you have indemnified us, you agree to, upon written demand from us, defend the same at your own expense, with counsel reasonably satisfactory to us.
      7. Jurisdiction and Interpretation
         1. All Contracts will in all respects be subject to and construed in accordance with the laws of England.
         2. The interpretation of this agreement is agreed upon by both parties to be clear and leave no doubt upon the terms and definitions used herein. No third party may assign a different interpretation to the agreed terms. Any dispute between the Parties will be referred to the exclusive jurisdiction of the courts of England.
      8. Confidentiality
         1. Each Party undertakes that throughout the term of the Contract, the Parties may disclose certain confidential information to each other. Both Parties agree that they will not use the confidential information provided by the other, except to perform their obligations under the Agreement.
         2. Each Party will maintain the information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other Party in writing

This Website Maintenance Agreement (“Agreement”) is hereby entered into between you, your employees and agents (collectively “Client”) and applies to the purchase of all monthly website maintenance services (hereinafter collectively referred to as “Maintenance Services”) ordered by Client.

Term and Termination

This Agreement shall be effective as of the time frame Client signs up for Maintenance Services. This Agreement may be terminated by either party upon 30 day written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by DoLocal Ltd. immediately if:
(i) Client fails to pay any fees hereunder; or
(ii) if Client fails to cooperate with DoLocal Ltd. or hinders DoLocal Ltd. ability to perform the Maintenance Services hereunder.

Maintenance Services

DoLocal Ltd. agrees to provide Client with Maintenance Services as described in this Agreement. Maintenance Services include:

• Updates to Client’s content management system, including plugins and themes.*
• Backup of website on a daily, weekly, or monthly basis, depending on Maintenance Package purchased.*
• Recovery of website files from backups.*
• Uptime monitoring (if included in package purchased).*
• Regular security scans (if included in package purchased).*
• Updates to text, images, and other minor changes to Client’s website pages. The amount of time dedicated towards these tasks each month will be determined by the Maintenance Package purchased by Client at the time of signup.
• Any website support requests, above and beyond what is outlined in package, or WordPress questions requiring a response by DoLocal Ltd. will count towards the monthly allotted time.

*These are tasks that are done throughout the month and will be detailed in your monthly report. Some items, such as theme and plugin updates, only occur when necessary and when we know the update is a stable version and it is okay to proceed.

Malware, Spam, or Malicious Code 

• Removal of malware, spam, and malicious code from Client’s website is available for an additional charge of £150 + VAT per incident for clients who are on a maintenance plan at the time of infection.
• Removal of malware, spam, and malicious code that is existing on a website when a Client signs up for a maintenance plan will be charged at a rate of £450 + VAT for removal. This charge does not include working with Google or other search engines on your behalf to solve any issues your infection as caused you with their services.

Fees; Limitations on Refunds and Cancellation Fees

Client agrees to pay DoLocal Ltd. any and all fee(s) as billed in accordance with this Agreement. The fee(s) must be received prior to the start of any Maintenance Services. THE Client FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT BY Client, NO REFUNDS SHALL BE GIVEN UNDER ANY CIRCUMSTANCES WHATSOEVER. THE Client FURTHER AGREES TO PAY UPON CANCELLATION ANY OTHER AMOUNTS DUE TO DOLOCAL LTD. FOR WORK PROVIDED AT CLIENT’S REQUEST ABOVE AND BEYOND THE MONTHLY ALOTTED TIME OF MONTHLY AGREEMENT. DOLOCAL LTD. IS HEREBY AUTHORIZED TO CHARGE CLIENT’S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CLIENT TO DOLOCAL LTD.

Client Responsibilities

For the purposes of providing these services, Client agrees:

• To answer any questions from DoLocal Ltd., in regard to task work on website, promptly.
• To provide DoLocal Ltd. with access to its website for the purpose of providing Maintenance Services.
• To properly convey to DoLocal Ltd. the information about content updates (if these are covered by the Maintenance Package).
• To provide DoLocal Ltd. access to their web hosting account, providing active user name / password combinations for access to the server via (S)FTP, assuring that correct permissions are in place on hosting provider.

 

Client Acknowledgements

Client understands, acknowledges and agrees that:

• Client understands that all work for monthly maintenance tasks will be scheduled according to DoLocal Ltd.’s workflow. We have a process and maintain sites for many Clients, therefore all website updates work that counts towards your monthly time allowance is done on a first come first serve basis, except in the case of a total website down issue, which would be considered an “emergency.”
• Failure by Client to answer a question critical to the completion of a task within 5 business days may cause that task to be and moved to the “end of the line” in our work queue. Depending on the time of month, this could cause that task to roll over into the next month’s bucket of update requests.
• The amount of time allocated for updates to text, images, and other minor changes, is determined by the Maintenance Package that they purchased and will be billed in fifteen (15) minute increments.
• Once the time allocated in their Maintenance Package has been reached for the month, any unfinished tasks on the Client’s task list will be rolled into the next month for processing.
• All monthly updates are scheduled at our convenience and in accordance with our schedule. We have a process and a workflow that we use to maintain all of our clients’ websites in a fair and orderly fashion. The only exception being in the case of Client’s website being totally offline or down for some reason, in which case their issue would be considered an ‘emergency’ and would take priority.
• Should the Client wish to have additional tasks completed in the same month, they will be billed on an hourly basis of £60 +VAT  per hour.
• Client understands that if they provide DoLocal Ltd. with a maintenance task and the task has been completed, then they wish to make changes to the task, any additional time to make these changes will count towards the monthly allowance of time.
• Website updates exclude, but are not limited to, image editing, graphic design, graphic editing, database design, database changes, programming, and search engine optimization.
• Website updates do not include website redesign, re-alignment or re-development equalling more than 50% change to web page.
• CMS design, integration of plugins that require intensive configuration, or programming of things that require extensive time to set up, including but not limited to blogs, shopping carts, API integrations with third party services, and web forums are not considered “minor” changes and therefore are not included in the Maintenance Agreement. These require a separate design or development agreement.
• Maintenance Agreement does not include training on how to use your website, WordPress, or email, but we can provide training at additional cost.
• Maintenance Agreement does not include training on search engine optimization (SEO) or other online digital marketing.
• All communications will be done, in writing, during regular business hours, which are Monday through Friday from 9:30 AM to 5:00 PM (BST).
• If the Client’s website is not hosted with DoLocal Ltd., we have no control over Client’s hosting company in regard to server downtime, incompatibilities with software, PHP compatibility issues, etc.
• If the Client’s email accounts are not hosted with DoLocal Ltd., we can’t be responsible for Client’s email issues or troubleshooting problems on their own computer. Our role is to maintain and keep your website running at its optimal capabilities. We are not your IT team.
• DoLocal Ltd. has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Client’s web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity.
• Unused time is not accumulative and does not transfer from month to month. Maintenance Services time is strictly month to month.
• DoLocal Ltd. is not responsible for rewriting sentences, restructuring paragraphs, or checking for typing errors, misspellings, etc.
• DoLocal Ltd. is not responsible for changes made to Client’s web site(s) by other parties, including the Client themselves.
• During the duration of this contract, the Client agrees that DoLocal Ltd. will be the sole provider of maintenance services for the website, and no other party will have access to or rights to change the web site’s code . If a party, including the Client, other than DoLocal Ltd. makes changes to the web site’s code, any errors that are created must be repaired and will be charged for at the hourly rate specified above.
• DoLocal Ltd. is not responsible for third-party plugins that may become unusable as a result of Maintenance Services performed.
• DoLocal Ltd. will not repair Client’s website(s) that became compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.

 

Scheduling of Maintenance Tasks – Because of the nature of our business, we are juggling multiple maintenance clients, on top of several large web design projects, at any given time. Because time is at a premium, we don’t take on more Clients than we can handle, however, scheduling is a priority for us. We schedule all work for the month in advance to maintain a workflow that is conducive for our business and for all of our Clients. When we take on a maintenance Client they are given a set amount of time in our schedule for maintenance tasks that can be done each month that are counted towards their monthly time allotment. Please understand that the scheduling of these tasks is totally at the discretion of DoLocal Ltd. The only time we put one Client’s tasks for another Client’s place in line is in the case of an emergency. Unless a website problem interrupts your business monetarily, for instance an eCommerce site that goes down or has problems with checkouts, or it is totally down or offline, it is not considered an emergency. We will provide the amount of time you have contracted for each month towards updates, however we do it in accordance with our schedule. This is the only way we can be fair to all of our Clients.

Additional Services – Additional services not listed herein will be provided for a fee (£60 +VAT per hour for development services and £40 +VAT per hour for content updates). Search engine optimization (SEO), developing new content, or writing new copy for Client are not included in Maintenance Packages.

Indemnification – Client shall indemnify and hold harmless DoLocal Ltd. (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by DoLocal Ltd. as a result of any claim, judgment, or adjudication against DoLocal Ltd. related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to DoLocal Ltd. (the “Client Content”), or (b) a claim that DoLocal Ltd.’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defence and payment, DoLocal Ltd. must: (i) give Client prompt written notice of a claim; and (ii) allow Client to control, and fully cooperate with Client in, the defence and all related negotiations.

Disclaimer of All Other Warranties – DoLocal Ltd. DOES NOT WARRANT THAT THE MAINTENANCE SERVICES WILL MEET THE Client’s EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH Client. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, DOLOCAL LTD. PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

 

Limited Liability – IN NO EVENT SHALL DOLOCAL LTD. BE LIABLE TO Client FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. DOLOCAL LTD. MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

 

Client Representations – Client makes the following representations and warranties for the benefit of DoLocal Ltd.:

• Client represents to DoLocal Ltd. and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to DoLocal Ltd. are owned by Client, or that Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend DoLocal Ltd. and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
• Client guarantees to DoLocal Ltd. and unconditionally guarantees that Client’s website has not been compromised, hacked, or otherwise defaced or infected prior to ordering Maintenance Services.
• Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to DoLocal Ltd. for inclusion on the website above are owned by Client, or that Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend DoLocal Ltd. and its subcontractors from any liability or suit arising from the use of such elements.
• From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.
• Client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend DoLocal Ltd. and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Client’s exercise of Internet electronic commerce.

Confidentiality – The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, DoLocal Ltd. and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

Force Majeure – Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

Relationship of Parties – DoLocal Ltd., in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Client does not undertake by this Agreement, or otherwise, to perform any obligation of DoLocal Ltd., whether by regulation or contract. In no way is DoLocal Ltd. to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.

Notice and Payment – Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party, mailed by certified, registered mail, return receipt requested or by Royal Mail. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

All prices quoted above are correct at the time of publishing these terms but may be changed by DoLocal Ltd.

Jurisdiction/Disputes – This Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

Assignability – Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of DoLocal Ltd.. DoLocal Ltd. reserves the right to assign subcontractors as needed to this project to ensure on-time completion.

Waiver – No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

Read and Understood – By purchasing a Maintenance Package, Client acknowledges that they have read and understand this Agreement and agree to be bound by its terms and conditions.

E&OE