These terms and conditions relate to all and any agreement between us when you buy search optimisation services from us, Search Engine Optimising Ltd. Details of the consideration (price you pay and what we will supply) will be contained on the Order Form. These terms and conditions can not be varied unless it is in writing and signed by a director of Search Engine Optimising Ltd.
1 SERVICES
(1) "Services" are those supplied as detailed on the Order Form relating to your website as named on the Order Form.
(2) Our services are provided to the best of our ability and based on our personal experience and any data, materials, information, facts and issues you provide. No recommendation, opinion, statement or anything whatsoever shall form any endorsement or guarantee.
(3) You confirm that you are aware that any results, whether on a marketing, sales or other basis cannot be guaranteed from our services.
2 COMPATIBILITY
Use of the Internet is designed for computers which meet certain specifications as to hardware, including servers and software (equipment). It is your responsibility to ensure that any equipment that you use meets our minimum criteria for this. Consultancy advice can be provided to you at your request as to the specifications. We will advise you at the time of your request whether any additional charge will be made for the provision of this advice.
4 DEFINITIONS
"Services" means anything we do on your behalf in accordance with any agreement, and relating to your website, particularly as detailed on the Order Form.
"On-going services" means any services, such as monthly maintenance or search optimisation, which we provide on an on-going basis, usually after the initial or starter work is completed, as particularly detailed on the Order Form.
"Primary Keyword(s)" means the keywords used by us for the purpose of marketing the Website and ensuring that the Website is Successfully Placed.
"Specific Primary Keyword(s)" means the Primary Keyword(s) as shown on the order Form or as varied by agreement between us.
"Link Building" means the process of acquiring incoming hypertext links from other website pages in order to build traffic to the website.
"Search Engines" means google.co.uk, yahoo.co.uk, or uk.msn.com.
"Successfully Placed" means when the Primary Keyword is placed in the natural top 10 uk only results of google.co.uk, yahoo.co.uk, or uk.msn.com following a specific Keyword search.
"Work" includes all designing, programming, source code, scripting, software, search engine copy written content and analytical information, directory submissions, article submissions or organic advertisements and any other work undertaken by us to provide the services to you together with all and any Intellectual Property Rights thereon.
"Nominated Persons" on the Order Form, if applicable, means the person(s) within your organisation who we will be dealing with. We will not deal with anyone else unless you have our written agreement. It is your responsibility to ensure that all contact details for all persons are accurate and up to date.
5 ABIDE BY TERMS
By making use of our organisation and its services you will be deemed to be aged 18 or over and to have read and understood and agree to be bound by the Order Form and these terms and conditions. Where you are entering into an agreement on behalf of an organisation you confirm that you have the legal right to do so. You also either confirm that you are the person named on the credit card, details of which you provide on the Order Form, or that you have the specific authority of the person and organisation named on the credit card to use it in this way.
6 SUPPLY OF SERVICES
(1) Whilst we will use our reasonable endeavours to supply the services, we shall not be responsible for any failure to provide services or any unavailability.
(2) We make no warranty against electronic virus, worms or any other fault or defect or problems which may occur as a result thereof, including data, documents or any e-mail we send to you.
(3) Presence of a website on the internet is not our responsibility.
(4) We reserve the right to suspend the services and to substitute persons within our organisation, where necessary.
(5) Where specified on the Order Form, when we provide the services to your organisation we will deal with nominated persons. However, we reserve the right to refuse to work with any specific individual within your organisation without specifying a reason.
(6) If we have specifically agreed on an Order Form or within your chosen package to supply any report or documentation, this will be in whatever format and contain the information that we, in our absolute discretion, deem appropriate.
7 THIRD PARTY
(1) The very nature of the services we supply means that third parties may be involved, particularly search engines. Ask us for details.
(2) By entering into any agreement with us you are also confirming that you have read and agree to adhere to any third party or user agreements applicable to any third party services and you specifically agree that we shall have no liability, obligation or responsibility for any activity, use or dispute between you and any third party.
8 OUR SEARCH OPTIMISATION SERVICES OBLIGATIONS
(1) Search Optimisation services means that we will use our best endeavours to provide you with all information required to successfully place a Specific Primary Keyword(s) to increase the exposure of the website through a specified domain name on the internet.
(2) After the first 4 months of us providing search optimisation services to you, if one of your Specific Primary Keyword(s) is not successfully placed for any particular month during the services and provided that
(a) you have provided written notice of this to us not later than the 10th of the following month and
(b) you have not breached, and have met, all your obligations in accordance with these terms and conditions and
(c) the search engines have not altered the manner in which rankings are displayed on a results page such that any particular primary key word(s) is no longer successfully placed, irrespective of user of the search engines or location of user of the search engines, displaying the same results
then we will refund the percentage of your monthly fee as shown on your Order for each Specific Primary Keyword(s) which is not successfully placed. Such refund will be made within 4 months
9 PRICES AND PAYMENT
(1) The price you must pay for our services will be fully outlined in the Order Form
(2) (a) Initial payment for all services must be made in full, by MasterCard, Visa, Visa Electron, Maestro, JCB, Solo & Paypal in GBP Sterling within 7 days of the date of any Order Form
(b) Payment for monthly on-going services is made by Standing Order each calendar month, the first payment being due one calendar month after the Initial payment and thereafter on the same date of each calendar month.
(3) (a) If you do not pay or there are any problems with your chosen method of payment then once you have ordered services you are still responsible for payment.
(b) If we do not receive payment within 7 days of the payment being due, then we will charge you interest at the rate of 4% above the base rate of Barclays Bank PLC, together with statutory late payment penalties, whilst any part of the invoice remains unpaid, until we receive full cleared payment.
(c) If we need to pursue you for payment then we reserve the right to charge you a fee of £12 for each communication.
(d) Where a payment for monthly on-going services made by Standing Order is returned or otherwise unpaid by your bank then you authorise us to take the payment from the credit/debit card, details of which are provided by you on the Order Form.
(3) Where payment is a part of monthly on-going or staged payments, then late or non-payment means that we reserve the right to stop all work automatically and remove all services and work connected with our services until such time that full payment (including any accrued or extra payment) is made. No refunds will be made and no work or product of services will be released until cleared payment in full has been made.
(4) Unless you have our written agreement otherwise, a non-refundable initial fee is payable by you before we commence any work. Please refer to the Order Form.
(5) Where payment is to be made on a monthly basis for on-going services, you are charged 1 month in advance.
(6) We reserve the right to increase prices for any on-going services, which may be as a result of Third Party increases. If we do, then we will give you at least 30 days notice in writing.
(7) For payment made via a third party/third party services, you confirm your agreement to adhere to that third party's user agreement.
10 PAYMENT & PASSING OF RIGHTS
(1) Upon cleared payment of all amounts due to us from you, you are assigned the right to use the search optimisation services for your own use and only in relation to relating to your website as detailed on the Order Form.
(2) You understand that you have a right to use our services and no rights of ownership are convey and that we retain the ownership and intellectual property rights to our work and the services provided.
(3) Rights to any third party items, always remain the property of their respective third party owners.
(4) Upon termination you no longer have the right to use search optimisation services and you must remove it from your website within 7 days of termination.
11 LICENCE TO USE
You agree that we have a non-exclusive, worldwide, and royalty-free licence for the whole of any agreement between us, including any renewal term if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use your content as necessary solely for the purposes of rendering and operating the services to you under this Agreement.
12 RESPONSIBILITY AND MISUSE
(1) You agree that your are responsible for the actions of all your employees, agents, consultants or those who appear or purport to be a member of your organisation or working with it.
(2) You agree that you will solely be responsible for your use of any services provided to you, that you will not misuse them in any way and that you will use our services legally and only for the purposes that they are intended to be used for to provide the services to your organisation. You will also be responsible for ensuring that you do not breach any third party agreements.
(3) Furthermore you agree that you will abide by all copyright and intellectual rights and that you will abide by any laws applicable to the services or the agreement between us and/or the operation of it.
(4) You agree to implement recommended changes to your website within 5 working days of any such request by us.
(5) You agree that you will not use what we, in our absolute discretion deem to be unethical techniques to try to achieve high listings on the search engines
(6) We may refuse to handle in any way information, data or material which we, in our absolute discretion, deem to be illegal, offensive or controversial, and we reserve the right to terminate this agreement without notice.
(7) You specifically agree that we have no liability in respect of this clause and furthermore you will indemnify us for any loss resulting in any breach of this clause.
13 ACCURACY, DATA RESPONSIBILITY
(1) You confirm that, as applicable, any data, information, materials or documents or anything passed to us has been checked by you as being accurate, suitable for the use you require, is proof-read and does not breach any copyright, intellectual property or the rights of any third party, whatsoever in nature, and is not contrary to any law and is virus-free and functions satisfactorily.
(2) You agree that all information will be provided by you and, where applicable, in any format as specified within the Order Form or as we subsequently request. Particularly if we, in our absolute discretion feel that the website is sparse in textual content, agree to provide additional relevant text content in electronic format for the purpose of creating additional web pages or increasing the content on existing pages, at our direction and discretion. If this content is not or cannot be provided, you agree to allow us to modify keyword density, positioning and other search engine optimisation related aspects of the content without restriction. If we have to do any work because the information is not in the agreed format then we reserve the right to charge you an additional amount for that work.
(3) You specifically confirm that we are not responsible for any omission, additions, changes, alteration, typographical, clerical or other error or omission within any information or documentation regarding the services.
(4) You specifically agree that we have no liability in respect of this clause and furthermore you will indemnify us for any loss.
14 OUR ACCESS
(1) You agree that you will do nothing which could restrict or inhibit our access for any examination, including following any complaint regarding the services.
(2) You will allow us full access to any existing technology, software, data and hardware and access to any documents and accounts you may hold which relate to the services and you specifically agree to supply us with FTP or similar functioning login details for the website and, where requested, the email address of a technician who can upload requested changes.
(3) You will provide to us all information and anything that we need in order to complete the provision of services within specified deadlines and we will not be held responsible in any way for your failure.
15 COPYRIGHT
(1) You confirm that that you hold the full copyright of anything that you provide to us (e.g. data, text for insertion, information, documents, logos and any other content whatsoever) or that you have obtained the copyright owner's permission to use it in this way.
(2) You confirm that you will not breach any copyright in so far as materials, software, information, content and anything whatsoever supplied to you or available from us. This specifically means you will not copy, assign, modify, make derivative works, create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device, reverse engineer, or access the services in any way to build a product using similar ideas, function, or which is in any way similar to ours.
(3) Our services are provided to you for use in your organisation and the Website on the Order Form only, any attempt to use our services for the provision of Search Engine Optimisation services to another organisation or to sell the information provided to you under this agreement, for any other purpose, will be deemed a fundamental breach of this agreement.
16 TIME ESTIMATE
We will use all our reasonable endeavours to complete any supply or services within any time estimate that we give. However, we will not be liable for any loss or damage suffered because of any unavoidable or reasonable delay in completion, including third party involvement and the failure of either you or any other person or organisation acting on your behalf, to deliver items such as documents, other information or data as we request.
17 DATA BACKUP
(1) It will always remain your responsibility to retain up to date back-ups of any data in connection with your web site once the services have been completed by us and it is not our responsibility to retain any copies.
(2) We can accept no responsibility whatsoever and will not be liable for any losses, claims or damages which may arise because data is not or has not been backed up.
18 LIABILITY DISCLAIMER
(1) To the extent that the law allows we will not be held responsible for any loss, incidental or consequential damage, or loss arising out of installation, use (unauthorised or otherwise), errors, mistakes, accident, theft or fraud, destruction, or any part of the provision of services.
(2) In the unlikely event that we would be held liable for any losses occurring as a result of using/ failing to use the services or at all, then such total damages for any loss whatsoever shall be limited, in relation to any one incident or series of related incidents, to 100% of the amount paid by you as detailed on the Order Form.
19 INFORMATION & DATA PROTECTION
Any services we provide to you may be reliant on information provided by you, so you are responsible for ensuring that any information you provide is accurate, correct and up-to-date. Data will be held according to current applicable Data Protection legislation subsisting in England.
20 CONFIDENTIALITY
Both of us agree that the specifications, documentation and information relating to this agreement are confidential, including information obtained about each other exclusively as a result of this agreement, and that only the agreed information can be disclosed to other parties, unless and until it comes into the public domain or as required by Statute or Court Order.
21 EXCLUSIVITY
You specifically agree that we have full and exclusive working rights within the terms of provision of any agreement and that you will not involve other parties without our specific agreement in writing. You also agree that you will not allow any other work to take place on the website during the search optimisation services.
22 ASSIGNMENT
(1) Any rights given cannot be transferred, sold, rented or shared in any way by you and nobody else can benefit but you. A copy of these Terms will be admissible in the case of any dispute or in any proceedings.
(2) We reserve the right to assign and/or sub-contract all or any part of the services but if we do this it will not affect your rights under any agreement.
23 ELECTRONIC ORDERS
In view of the nature of the services we provide, unless we have agreed otherwise in writing, we both agree that you waive any cancellation or refund rights under the Consumer Protection (Distance Selling) Regulations 2000, particularly Regulation 13.
24 QUERIES, COMPLAINTS & NOTICES
(1) We aim to respond to any queries or complaints within 14 working days. Complaints must be addressed in writing to our address as detailed on the bottom of the Order Form. If any cause of complaint may amount to a breach of any term of this condition then you must allow us 30 days to remedy that breach.
(2) Notices for either party must be in writing to the address which appears on any Order Form.
(3) Notices are deemed to have been received on the 7th day after posting using Royal Mail 1st class service provided that a duly stamped proof of posting is obtained from Royal Mail.
25 INVALIDITY
Each clause or any part of any agreement is to be regarded as independent of the others. This means that should any clause or any part at all of any agreement between us be found to be unenforceable or invalid it will not affect the enforceability or validity of the rest of our agreement.
26 TERM, BREACH AND CANCELLATION
(1) Our primary agreement is for an initial period of 12 calendar months, starting on the date shown on your Order Form. However, our agreement will automatically be renewed at the end of this period unless you contact us, in writing, at least 1 calendar month prior to end of the 12 months period. For example, if we start the on the 26 May. If you do not wish to renew it you must give us notice in writing to by the 26 April.
(2) We reserve the right to terminate
(a) Immediately, if you
(i) breach any term of any agreement, including any third party user agreement. In our discretion we may allow you 7 days to remedy any such beach.
(ii) enter into any agreement with your creditors or are subject to liquidation or bankruptcy proceedings, as applicable.
In both these circumstances you will not be entitled to any refund of unused services.
(b) By giving you 30 days notice for other reasons. In these circumstances we will refund you for any unused services or pre-paid fees within 30 days of the service ceasing. However we will not be responsible for any other liability whatsoever, including claims, expenses, fees, relating to the notice period and/or cessation.
(3) If we do not act upon any breach immediately you should not assume that we have waived any rights as to enforceability or to seek redress, unless you have our express written agreement.
(4) You may terminate our agreement by giving us 30 days notice. However, where you have already ordered on-going monthly services within an Order Form then you remain responsible for full payment of any unused services.
27 JURISDICTION
These Terms & Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.