Terms

 

It is important that you carefully read these Terms and Conditions before ordering any of our SEO services as they set out our and your legal obligations. You should understand that by ordering any of our services you agree to be bound by these Terms and Conditions. Please print a copy of these Terms and Conditions for future reference.

Please confirm that you accept our Terms and Conditions by signing the Order From and returning it to us.

 

1. Definitions and Interpretation

1.1 In the Agreement:

"Keywords" means keywords or key phrases agreed in writing between the parties to be used in connection with the marketing of the Customer's website and forming part of the services provided by the Firm.

"Agreement" means the agreement between the Firm and the Customer incorporating these SEO Terms & Conditions for the provision of SEO services to the Customer in accordance with the specification agreed on the Order Form and accepted by the parties in writing and including any agreed amendments to it from time to time;

"Fees" means the amounts specified on the Firm's Order Form at the Commencement Date (including any applicable annual standing charge), as varied from time to time in accordance with Clause 8.1;

"Firm" means 1st Page SEO trading as Creative Industries UK LLP, a limited liability partnership incorporated in England and Wales registration number OC343002 having its registered office at 33 Oxbarn Avenue, Bradmore Wolverhampton WV3 7HD.

"Customer" means the customer specified on the Order Form who has agreed to enter into a contract with the Firm for the provision of SEO services;

"Commencement Date" means the start date of this agreement as set out on the Order Form sent by the Firm to the Customer by Email or otherwise in writing to confirm acceptance of the order.

''Initial Term'' means a minimum contractual term of one year from the Commencement Date unless otherwise stated on the Order Form.

''Order Form'' means the customers agreed specification of the services to be provided by the Firm, which forms part of these Terms and Conditions;

"Force Majeure Event" means any act, event, omission or accident beyond reasonable control including but not limited to Acts of God, fire, lightening, explosion, flood, extreme weather conditions, outbreak of hostilities (whether war be declared or not), riot, civil disorder or commotion, acts of terrorism, industrial disputes, hacker attacks, virus or other malicious attacks, power failures or acts or defaults of any local or central Government or other competent authority.

"Guarantee Date" means 6 calendar months from the Commencement Date of this agreement on which date the Firm guarantees that at least 1 keyword or 1 key phrase will be ranked in at least one Major Search Engine.

"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

"Personal Data" has the meaning given to it in the Data Protection Act 1998;

"Major Search Engines" means the search engine results pages of the following search engines: Google.com, Google UK, Yahoo.com, Yahoo.co.uk, MSN.com, MSN.co.uk, Bing and any other parts of the Web that the Firm may from time to time use at its discretion to provide its services;

"Services" means the services provided or to be provided by the Firm to the Customer under the Agreement and more particularly set out on the Order Form;

"Website" means the Customer's website in respect of which the parties have agreed that the Services will be provided.

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilised in the Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.

2. Term

The Agreement will come into force on the Commencement Date and will continue for the minimum Initial Term unless otherwise terminated in accordance with Clause 12.

3. SEO Services

3.1 The Firm will promote the Website in accordance with the specification agreed by the Firm with the Customer on the Order Form.

3.2 The Firm will use reasonable endeavours to ensure that as at the Guarantee Date, pages from the Website are ranked in the top 10 results of the search engine results pages (SERPS) of at least one major search engine using:

(a) the Agreed Keywords,

(b) variations of the Agreed Keywords; and

(c) other keywords and key phrases relating to the Website,

and the Firm will use reasonable endeavours to maintain a similar level of rankings throughout the Term. For these purposes, the ranking of the same Website page in respect of the same keyword or key phrase in multiple SERPS will count as multiple rankings.

3.3 The Firm will optimise pages on the Website for the search engines, in accordance with the specification agreed on the Order Form (which may include adding, deleting and/or altering text, images, pages, meta-tags, titles, mark-ups, style sheets, scripts, internal and external links and Website structure).

3.4 Where specified on the Order Form, the Firm will:

(a) create or assist in the creation of an article for publication on the Website or elsewhere to assist in the promotion of the Website; (b) undertake social media marketing of the Website.

4. Guarantee

4.1 The Firm gives the following guarantees:

(a The Firm guarantees that as at the Guarantee Date, at least 1 keyword or 1 Key Phrase will be ranked within the top 10 positions of a non-sponsored listing in at least one Major Search Engine;

(b) If at the Guarantee Date at least 1 keyword or 1 key phrase is not ranked within the top 10 positions of a non-sponsored listing in at least one Major Search Engine then the Customer can terminate the agreement by giving the Firm at least 30 days written notice and claim a full refund of all amounts paid under the Agreement. The Firm will provide a full refund within 30 days following receipt of the Customer's notice or provide services in lieu of the amount determined by the Firm or amount specified on the Order Form.

4.2 The guarantees in Clause 4.1 are limited as follows:

(a) no guarantee applies where the parties have agreed so in writing;

(b) where Google or any other Major Search Engine change their search engine algorithms within the 6-month period all guarantees will cease to apply;

(c) where the Customer fails to implement within 5 working days any recommendation of the Firm given in the course of the Services, all guarantees will cease to apply;

(d) where any changes to the Website made by the Firm or on the recommendation of the Firm are altered, reverted or deleted, all guarantees will cease to apply (see also Clause 4.3);

(e) where the Customer redesigns (in whole or part) the Website, all guarantees will cease to apply;

(f) where the Customer changes the domain name or URL/folder structure of the Website, all guarantees will cease to apply;

(g) where the Customer is a pre-existing customer under a contract pre-dating the Commencement Date which contains no guarantees, or under which the guarantees have been met as at the Commencement Date of the Agreement, then no guarantees will apply.

4.3 Where any changes to the Website made by the Firm or on the recommendation of the Firm are altered, reverted or deleted, then the Customer must notify the Firm immediately.

5. Customer Obligations

(a) The Customer will provide the Firm with direct and remote access to its website, and shall provide such other reasonable assistance as the Firm may request;

(b) The Customer shall provide assistance to the Firm in determining appropriate keywords and key phrases, which should be targeted using the Services;

(c) The Customer shall give the Firm direct access to analytical data, diagnostic information and other relevant information concerning the Website, such as data concerning referral sources, visitor activity, Website usage, conversion rates, and similar data.

(d) The Customer shall comply with directions and advice from the Firm within a reasonable period;

(e) The Customer shall not interfere or disrupt the Service.

6. Legality

6.1 The Customer must not use the Website:

(a) to host, store, send, relay or process any material; or

(b) for any purpose; which is unlawful, illegal, fraudulent, or which breaches any applicable laws, regulations or legally binding codes, or infringes any third party rights, or may give rise to any form of legal action against the Firm or the Customer or any third party.

6.2 Where the Firm reasonably suspects that there has been a breach of the provisions of this Clause 6, the Firm may suspend any or all of the Services and/or the Customer's access to any or all Services while it investigates the matter.

6.3 Any breach by the Customer of this Clause 6 will be deemed to be a material breach of the Agreement.

6.4 The Customer hereby indemnifies and undertakes to keep indemnified the Firm against any and all liabilities, damages, losses, expenses and costs (including legal expenses and amounts paid in settlement of any claim or legal action) arising, directly or indirectly, out of any breach or alleged breach by the Customer of this Clause 6.

7. Intellectual Property Rights

7.1 The Customer grants the Firm a non-exclusive licence to use the Website to the extent required for the Firm to perform its obligations and exercise its rights under the Agreement.

7.2 All Intellectual Property Rights in any works arising in connection with the performance of the Services by the Firm will be the property of the Firm. Where the Firm modifies the Website in the process of providing the Services, the Firm hereby grants to the Customer a non-exclusive royalty-free licence to use such modifications in connection with the Website.

8. Charges and payment

8.1 The Customer shall pay the Fees without set-off, deduction or delay, monthly in advance in the manner specified in the payment invoices. All prices are exclusive of VAT and any other relevant taxes. No Services shall be provided until the Firm has received payment. The Firm shall be entitled at any time, and from time to time, to increase the Fees to accord with any change in the Firm's standard scale of charges by giving to the Customer not less than 30 days' prior written notice.

8.2 If the Firm provides any services not included on the Order Form at the request of the Customer then the Firm shall charge for the same at its then current price and the Customer shall pay any invoice raised in respect of the same within 30 days.

8.3 Time for payment of the Firm's invoices shall be of the essence of the Agreement.

8.4 If the Customer fails to make payment in full on the due date, the whole of the balance of the Fees then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to the Firm,

8.5 The Firm may:

(a) appropriate any payment made by the Customer to any outstanding sum;

(b) charge interest and claim statutory compensation pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, on the amount outstanding from the due date to the date of receipt by the Firm (whether or not after judgment), the interest shall accrue daily and compounded quarterly; and

(c) suspend all further delivery of Services until payment has been received in full.

8.5 The Firm's fees are not refundable, except where otherwise stated herein.

8.6 The Firm's Charges must be paid by debit or credit card, direct debit mandate or sagepay.

9. Warranties

9.1 The Customer warrants to the Firm that it has the legal right and authority to enter into and perform its obligations under the Agreement. 9.2 The Firm warrants to the Customer:

(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement; and

(b) that it will perform its obligations under the Agreement with reasonable care and skill.

9.3 The Customer acknowledges that:

(a) search engine algorithms will change from time-to-time, which may affect the Website's rankings in the search engine results pages, and the Firm has no control over such changes;

(b) it can take many months for the Services to have any significant effects upon the ranking of a Website in the search engine results pages;

(c) SEO site promotion is an ongoing task and, should the Customer terminate the Agreement and/or stop promoting the Website, that would be likely to have a negative impact upon the effects of the Services;

(d) the Firm will not be responsible for any alterations to the Website made by the Customer or any third party that reverse or effect changes made to the Website by the Firm as part of the Services;

(e) the promotion of the Website may lead to higher traffic levels and bandwidth requirements for the Website, and the Customer will be responsible for arranging and paying for such requirements;

(f) notwithstanding the Services, the Website's search engine results page rankings and traffic levels may decrease as well as increase; and

(g) the Firm does not own or control any search engines or directories to which the Website may be submitted, and no refunds will be given in the event of any refusal to include the Website in a search engine or directory database.

9.4 Subject to the provisions of Clause 3 and Clause 4:

(a) the Firm does not warrant that any particular results will be achieved through the Services; and

(b) where the Firm indicates specific targets that it will attempt to meet through the provision of the Services, such targets are not warranted and a failure to meet such targets will not be a breach of the Agreement.

10.5 All of the parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

10. Limitations of liability

10.1 Nothing in the Agreement will exclude or limit the liability of either party for:

(a) death or personal injury caused by that party's negligence;

(b) fraud or fraudulent misrepresentation on the part of that party; or

(c) any other liability, which may not be excluded or limited under applicable law.

10.2 Subject to Clause 10.1 and without affecting the indemnity in Clause 6.4, the Firm's liability to the Customer under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:

(a) the Firm will not be liable for any:

(i) loss of profits, income or anticipated savings,

(ii) loss or corruption of any data, database or software,

(iii) reputational damage or damage to goodwill;

(iv) loss of any commercial opportunity, or

(v) indirect, special or consequential loss or damage;

(b) the Firm will not be liable for any losses arising out of a Force Majeure Event; and

(c) the Firm's liability in relation to any event or series of related events will not exceed the amount payable (or which would be payable) by the Customer to the Firm in respect of 1 year of Services purchased by the Customer.

11. Data protection

11.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Firm under the Agreement, and that the processing of that Personal Data by the Firm for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the Data Protection Act 1998).

11.2 The Firm warrants that:

(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Firm on behalf of the Customer; and

(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Firm on behalf of the Customer.

12. Termination

12.1 Either party may give 30 days written notice of termination of the Agreement on expiry of the Initial Term to the other party, and the Agreement will then terminate when the period of Services in respect of which the Firm has previously issued invoices comes to an end. For the avoidance of doubt this Agreement cannot be terminated within the first 12 months from the Date of Commencement of this Agreement.

12.2 The Customer can terminate this Agreement by giving 30 days written notice, which must not expire before the end of the Initial Term under this agreement otherwise the contract will rollover until the 30 days notice is given to the Firm.

12.3 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:

(a) commits any material breach of any term of the Agreement, and:

(i) the breach is not remediable; or

(ii) the breach is remediable, but other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or

(b) persistently breaches the terms of the Agreement; or

(c) fails to pay any amount due under the Agreement in full and on time.

12.4 Either party may terminate the Agreement immediately by giving written notice to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement);

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

13. Effects of termination

13.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1. 4.1b, 6.4, 7.2, 8.2, 10, 13, 15, 16 and 17.

13.2 Termination of the Agreement will not affect either party's accrued rights (including accrued rights to be paid) as at the date of termination.

13.3 If the Agreement is terminated by the Customer under Clause 12.3 or 12.4 (but not in any other case) the Customer will be entitled to a refund of any Charges paid by the Customer to the Firm in respect of any Services which were to be performed after the date of effective termination, and will be released from any obligation to pay such Charges to the Firm (such amount to be calculated by the Firm using any reasonable methodology).

13.4 Save as provided in Clause 13.3 and Clause 4.1b, the Customer will not be entitled to any refund of Charges on termination, and will not be released from any obligation to pay Charges to the Firm.

13.5 If the Agreement is terminated by the Firm under Clause 12.1, 12.2 or 12.3, or if any amount is owed to the Firm upon the termination of the Agreement, the Firm may (without prejudice to any other rights the Firm may):

(a) revert any changes to the Website and/or delete any material from the Website, made or added by or on the instructions of the Firm in the course of the provision of the Services under the Agreement;

(b) delete and/or cancel any and all advertising campaigns, directory subscriptions, similar subscriptions, inbound links and site maps relating to the Website.

14. Distance Selling and E-commerce regulations

14.1 The Firm is providing the following information in order to comply with The Consumer Protection (Distance Selling) Regulations 2000 and The Electronic Commerce (EC Directive) Regulations 2002.

14.2 Where the Customer is a consumer, the Customer has the right to cancel the Agreement. This right to cancel the Agreement will begin on the date the Agreement between the Customer and the Firm has been concluded and continues for a period of 7 working days from that date. The right to cancel may be exercised by notifying the Firm. If the Firm provided any services to the Customer during the seven-day cooling off period then the Firm can charge the Customer for its Fees for that period.

15. Assignment

The Customer may not transfer any of their rights and obligations under this Agreement to another person without the Firm's written consent. The firm can transfer all or any of its rights and obligations under this Agreement to another organisation, but this will not affect your rights under this Agreement.

16. Rights of Third Parties

The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party and the Contracts (Rights of Third Parties) Act 1999 is specifically excluded from this agreement.

17. General Law & Jurisdiction

17.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

17.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

17.3 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

16.4 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

17.5 The Firm may subcontract any of its obligations under the Agreement to any third party.

17.6 Subject to Clause 10.1:

(a) the Agreement will constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter;

(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement; and

(c) neither party will have any liability other than pursuant to the express terms of the Agreement.

17.7 The 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 the Agreement.