By commissioning SEO & Web Ltd you agree to the below Terms & Conditions.
IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Audit Report” means a report setting out the current status of the Website with respect to SEO and search engine rankings;
“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business
“Competition Report” means a report providing details of factors including, but not limited to, competing websites’ search engine rankings;
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Designated Search Engines” means the search engines on which the Consultant shall apply the Services with a view to improving the ranking of the Website as defined in Schedule 1;
“Intellectual Property Rights” means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
“Keyword Report” means a report detailing the Consultant’s recommendations for keywords to be included in the Website;
“Required Information” means the information which the Client must supply to the Consultant to enable the Consultant to carry out the Services as defined in Schedule 1;
“SEO Services” means the SEO services to be provided by the Consultant to the Client in accordance with the terms and conditions of this Agreement as defined in Schedule 1; and
“Website SEO” means the application of the services to the Website including, but not limited to, the editing of the Website
1.2 Unless the context otherwise requires, each reference in this Agreement to:
1.2.1 “Writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
1.2.2 A statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.3 “This Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
1.2.4a Schedule is a schedule to this Agreement;
1.2.5a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and
1.2.6a “Party” or the “Parties” refer to the parties to this Agreement.
1.3 The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
1.4 Words imparting the singular number shall include the plural and vice versa.
1.5 References to any gender shall include the other gender.
2.Engagement of the Consultant
2.1 The Client hereby engages the Consultant to provide SEO, PPC, SMO, PR or Digital Marketing Services.
2.2 The Consultant shall complete the Services on a monthly basis for a minimum period of 3 months, 6 or 12 months unless specifically excluded within the contract.
2.3 The Consultant shall be responsible for the quality of the SEO Services and shall ensure that all work is performed with reasonable care and, without limitation, is wholly responsible for ensuring that anyone authorised by him to perform all or any part of the SEO Services shall also do so competently and with reasonable care.
3.Nature of Engagement
3.1 The Consultant shall at all times be an independent contractor and the Consultant’s activities and those of his substitutes or employees are at all times under the Consultant’s exclusive direction and control.
3.2 The Consultant shall at all times be responsible for organising how and in what order the Services are performed and shall liaise with the Client (or the Client’s representative) to ensure that due account is taken of the impact of the timing of the Services to be performed upon the activities of the Client and any other contractors, consultants and similar third parties also engaged by the Client.
3.3 The engagement under this Agreement is mutually non-exclusive and the Consultant shall be entitled, at his own expense, to substitute or to employ another worker with the requisite skills and experience to perform the Services. The Consultant shall in any event provide such a substitute where the provision of the Services is unduly delayed by absence due to incapacity or for any other reason upon notification by the Client (or the Client’s representative) that a delay is unacceptable.
3.4 Whenever possible and practicable, the Consultant shall use his own equipment, materials and resources to carry out the Services.
3.5 The engagement and appointment of the Consultant under this Agreement does not create any mutual obligations on the part of the Client or the Consultant to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.
3.6 Nothing in this Agreement shall be deemed to create any partnership, joint venture or employment relationships between the Parties.
4.The SEO Services
4.1 The Consultant shall provide the Services specified in writing to the client by either email or a project proposal in accordance with this Agreement and in particular Clause 2.
4.2 The Consultant shall not incur any charges to the Client including, but not limited to, the setting up of pay-per-click campaigns, without the prior written agreement and authorisation of the Client.
4.3 The Website SEO shall be performed directly and all changes to the Website shall be uploaded directly to the host server via FTP. The Client shall provide the required access credentials including, but not limited to FTP details.
4.4 The Client understands and acknowledges the following:
4.4.1 The times for websites to appear on search engine listings vary and the Consultant can thus not guarantee that the Website will appear immediately on the Designated Search Engines or that its position will change immediately from that which it held prior to the Services being performed.
4.4.2 The Consultant cannot control search engines and cannot provide any guarantee that any of the Designated Search Engines will not change their policies or functionality in such a way that will have a detrimental effect on the ranking of the Website following the completion of the Services.
4.4.3 The Consultant accepts no responsibility for any detrimental effect on the Website’s search engine rankings which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.
4.4.4 The Consultant makes no guarantee that the SEO Services will result in the Website appearing in the top 10 search results on the Designated Search Engines.
5.1 All payments made under this Agreement shall be expressly exclusive of any value added tax chargeable thereon.
5.2 No further payment shall be made to the Consultant for the Services over and above the entitlement set out in this Clause 6 and, without limitation, no payment shall be made to the Consultant in respect of any expenses incurred by the Consultant in completing the Services.
6.1 Upon receipt in full by the Consultant of all sums due under Clause 6, the copyright and any and all other Intellectual Property Rights subsisting in any and all materials created by the Consultant in the course of providing the Services shall be deemed to be assigned to the Client and the Consultant shall be deemed to have waived his moral rights in respect of such work arising out of Chapter IV of the Copyright Designs and Patents Act 1988.
6.2 Nothing in this Agreement shall vest any rights in the Website in the Consultant and sub-Clause 7.1 shall effect the assignment of any Intellectual Property Rights which may arise to the benefit of the Consultant in the Website to the Client.
7.Consultant’s Warranties and Indemnity
7.1 The Consultant represents, warrants, undertakes, and agrees with the Client as follows:
7.1.1 The work produced in the course of the Services shall be original to the Consultant and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;
7.1.2 The work produced in the course of the Services shall not, under the laws of England and Wales be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the work will, if published, constitute a contempt of court;
7.1.3 The Consultant shall not assign, licence, transfer, encumber or otherwise dispose of any rights of copyright or any other rights in or to the work produced in the course of the Services except pursuant to this Agreement and shall not enter into any agreement or arrangement which might conflict with the Client’s rights under this Agreement or might interfere with the Consultant’s performance of his obligations under this Agreement;
7.2 The total liability of the Consultant under this Agreement shall be limited to one months payments.
8.Client’s Warranties and Indemnity
8.1 The Client represents, warrants, undertakes, and agrees with the Consultant as follows:
8.1.1 The Website shall be original to or otherwise owned by the Client and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;
8.1.2 The Website shall not, under the laws of any jurisdiction be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the Website will constitute a contempt of court;
8.1.3 The Client shall not enter into any agreement or arrangement which might conflict with the Consultant’s rights under this Agreement or might interfere with the Consultant’s performance of his obligations under this Agreement;
8.1.4 The Client hereby undertakes to indemnify the Consultant and keep the Consultant at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of the Consultant on a solicitor and own-client basis), awards, or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by the Client of any of the Client’s undertakings, warranties, or obligations under this Agreement.
9.1 Both Parties undertake that, except as provided by sub-Clause 10.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and after its termination:
9.1.1 Keep confidential all Confidential Information;
9.1.2 Not disclose any Confidential Information to any other party;
9.1.3 Not use any Confidential Information for any purpose other than as contemplated by this Agreement;
9.1.4 Not make any copies of, record in any way or part with possession of any Confidential Information; and
9.1.5 Ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 10.
9.2 Subject to sub-Clause 10.3, either Party may disclose any Confidential Information to:
9.2.1 Any of their sub-contractors, substitutes, or suppliers;
9.2.2 Any governmental or other authority or regulatory body; or
9.2.3 Any of their employees or officers or those of any party described in sub-Clauses 10.2.1 or 10.2.2;
9.3 Disclosure under sub-Clause 10.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 10.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
9.4 Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
9.5 When using or disclosing Confidential Information under sub-Clause 10.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
9.6 The provisions of this Clause 10 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
10.1 Either Party may terminate this Agreement at any time with 30 days notice and without giving any reason for such termination providing the minimum 3, 6 or 12 months term is met unless specifically excluded within the contract and any outstanding invoices are paid in full before notification of termination. The 3 month term will automatically be renewed unless 30 days notice is given, prior to the current 3 month arrangement concluding.
10.2 Without prejudice to the generality of sub-Clause 11.1, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:
10.2.1 Either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 30 days of written notice of such failure from the other Party; or
10.2.2 Either Party goes into bankruptcy or liquidation – either voluntary or compulsory – save for the purposes of bona fide corporate reconstruction or amalgamation, or if a receiver is appointed over the whole or any part of that Party’s assets.
10.3 The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.
10.4 Should any client be in arrears with payments and if SEO & Web Ltd are hosting a client website then we reserve the right to remove or suspend any files or data stored or used on SEO & Web Ltd servers until full payment is received.
11.Nature of the Agreement
11.1 This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge (otherwise than by floating charge) any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.
11.2 This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
11.3 Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.4 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
13.1 All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
13.2 Notices shall be deemed to have been duly given:
13.2.1 When delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or
13.2.2 When sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
13.2.3 On the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
13.2.4 On the tenth business day following mailing, if mailed by airmail, postage prepaid.
In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
14.Alternative Dispute Resolution
14.1 Any dispute or difference arising between the Parties relating to this Agreement or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.
15.Law and Jurisdiction
15.1 This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
15.2 Subject to the provisions of Clause 15, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.