DoLocal Limited’s Terms and Conditions of Business

The following are DoLocal Limited’s general terms and conditions of business for:

    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 customize the Client’s Website to the Client’s specifications, the Client recognizes 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.
    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, optimization, updates, and other services performed by us to you pursuant to the approved quotation (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.
  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 optimization
        • 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.
    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; recognizing 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 unauthorized 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