RADIKLS’ SEARCH ENGINE OPTIMISATION TERMS AND CONDITIONS
Definitions and interpretation
In the Agreement: "Agreement" means the agreement between the Company and the Customer incorporating these Terms & Conditions and the Email, and any amendments to it from time to time;
"Charges" means the charges specified by the Company in the Email, as varied from time to time in accordance with Clause 9.7;
"Company" means "Dorset Web Limited d/b/a Radikls; Perfect Page; Waterside Designs; Freebweb and East Sussex Website Design.
"Customer" means the customer specified in the Email;
"Effective Date" means the date when the Company sends to the Customer the Email;
"Email" means the email sent by the Company to the Customer constituting the Company's acceptance of the Agreement pursuant to Condition 2 and including details of the Agreement;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the "intellectual property rights" referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Minimum Term" means the initial 12 month Term of the Agreement;
"Package" means a package of Services, comprised of the SEO service options offered by the Company from time to time;
"Personal Data" has the meaning given to it in the Data Protection Act 1998;
"Services" means the search engine optimisation services provided or to be provided by the Company to the Customer under the Agreement;
"Term" means the period of the Agreement; and
"Website" means the Customer’s website in respect of which the parties have agreed that the Services will be provided.
In the Agreement, a reference to a statute or statutory provision includes a reference to:
that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
Application, Acceptance and Term
These Terms & Conditions apply to the supply of any and all Services by the Company and any variation to these Terms & Conditions and any representations about any Services shall have no effect unless expressly agreed in writing and signed by a Director of the Company. No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued and executed by the Company. The Agreement will come into force on the Effective Date and will continue in force for the Minimum Term and thereafter indefinitely, unless and until terminated in accordance with Clause 13.
The Company will promote the Website in accordance with the Package purchased by the Customer.
The search engines targeted will, in the Company’s sole discretion, be those search engines that the Company considers to be the most important with regards to popularity, language, content, location, coverage or any other criteria that the Company, in its sole discretion, considers suitable.
The Company will, in its sole discretion, choose suitable sets of words to search for in the search engines and the position in the results obtained using these words will be used for assessing search engine listings. A listing is where a search engine is queried with the words chosen by the Company and the Customer’s website address or a link to that address appears in the results returned. The words chosen by the Company will be a test phrase. Although the Customer’s website address, or links to that address, will be listed when searching for different words, reports will contain only one test phrase.
The Company will optimise pages on the Website for the search engines, in accordance with the relevant Package description (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).
The Customer must provide the Company with log-in information (FTP username and password) to allow the Company to gain access to the Website. The Company will maintain confidentiality of log-in information. The Customer must inform their webmaster or anyone else who has access to the Website that the Company will be performing search engine optimisation services on the Website.
The Customer understands that search engines are independent companies who select and rank sites using their own criteria and therefore to obtain a high ranking the Customer must follow the Company’s recommendations for optimising the Website for search engine listing. If the Customer fails to follow the Company’s recommendations then the results achieved by the Company will have considerably less importance than would be achieved otherwise.
The Customer shall assist the Company in ensuring that the Company has the unrestricted ability to optimise the structure and content of the Customer’s web pages. Such changes generally have a minimal visual impact. The Company will work directly with the Customer in order to maintain the original look and feel of the Website.
Where any changes to the Website made by the Company or on the recommendation of the Company are altered, reverted or deleted, then the Customer must notify the Company immediately. The Company may apply an additional charge in respect of restoration and remedial work.
Ancillary Products, Services and Licences
The Company will upon request provide to the Customer additional products, services and/or licences, subject to the provisions of this Clause 5:
the use of the relevant product, service or licence will be subject to the Customer agreeing to the appropriate terms and conditions;
the specification of products, services and licences is subject to change at the discretion of the Company;
should the Agreement be terminated, then at the discretion of the Company, the provision of the products, services and licences may be terminated, or the continued provision of the products, services and licences may be subject to the payment of a fee or charge;
the products, services and licences will be provided for such period as the Company may agree or specify from time to time.
The Customer will provide to the Company:
the ability to access and make changes to the Website (or, where the Company agrees, the Customer will promptly make any changes to the Website requested by the Company);
assistance in determining appropriate keywords and key phrases which should be targeted using the Services;
direct access to analytical data concerning the Website, such as data concerning referral sources, visitor activity, Website usage, conversion rates, and similar data.
The Customer must not use the Website:
to host, store, send, relay or process any material; or
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 Company or the Customer or any third party.
Where the Company reasonably suspects that there has been a breach of the provisions of this Clause 7, the Company may suspend any or all of the Services and/or the Customer’s access to any or all Services while it investigates the matter.
Any breach by the Customer of this Clause 7 will be deemed to be a material breach of the Agreement.
The Customer hereby indemnifies and undertakes to keep indemnified the Company 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 7.
Intellectual Property Rights
The Customer grants the Company a non-exclusive licence to use the Website to the extent required for the Company to perform its obligations and exercise its rights under the Agreement.
All Intellectual Property Rights in any works arising in connection with the performance of the Services by the Company will be the property of the Company. Where the Company modifies the Website in the process of providing the Services, the Company hereby grants to the Customer a non-exclusive royalty-free licence to use such modifications in connection with the Website.
Charges and Payment
The Company will issue invoices to the Customer in respect of Charges, and the Customer will pay the Charges, in advance.
The provision of Services by the Company to the Customer under the Agreement may, at the Company's discretion, be subject to the prior receipt of all payments due under invoice, and Services may be suspended where any amount is unpaid by the due date.
Charges must be paid by debit or credit card, cheque or by bank credit.
Credit and debit card payments may be automatically deducted from the Customer's card upon or after the issue of an invoice. Any payment requests that fail may incur an additional administration fee at the discretion of the Company.
All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.
If the Customer does not pay any amount properly due to the Company under or in connection with the Agreement, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5 % above the base lending rate from time to time of Lloyds TSB Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. The Customer shall reimburse the Company for any and all costs incurred by the Company in recovering payment pursuant to this Condition 9.6.
The Company may vary the applicable Charges by giving to the Customer not less than 30 days' written notice of the variation expiring on any anniversary of the Effective Date.
The Customer warrants to the Company that it has the legal right and authority to enter into and perform its obligations under the Agreement.
The Company warrants to the Customer:
that it has the legal right and authority to enter into and perform its obligations under the Agreement; and
that it will perform its obligations under the Agreement with reasonable care and skill.
The Customer acknowledges that:
search engine algorithms will change from time-to-time, which may affect the Website’s rankings in the search engine results pages, and the Company has no control over such changes;
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;
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;
the Company 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 Company as part of the Services;
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;
notwithstanding the Services, the Website’s search engine results page rankings and traffic levels may decrease as well as increase;
it is not possible to give any guarantees for any specific result on any search engine, nor can the Company quantify the level of increased traffic or sales or give any guaranteed positioning as a result of the Services; and
the Company 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.
The Company does not warrant that any particular results will be achieved through the Services.
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.
Limitation of Liability
11.1 Nothing in the Agreement will exclude or limit the liability of either party for:
death or personal injury caused by that party's negligence;
fraud or fraudulent misrepresentation on the part of that party; or
any other liability which may not be excluded or limited under applicable law.
11.2 Subject to Clause 11.1 and without affecting the indemnity in Clause 7.4, the Company'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:
the Company will not be liable for any:
loss of profits, income or anticipated savings,
loss or corruption of any data, database or software,
reputational damage or damage to goodwill;
loss of any commercial opportunity, or
indirect, special or consequential loss or damage;
the Company will not be liable for any losses arising out of a Force Majeure Event; and
the Company'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 Company in respect of 1 year of Services under the Package purchased by the Customer.
The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under the Agreement, and that the processing of that Personal Data by the Company 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).
The Company warrants that:
it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Company on behalf of the Customer; and
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 Company on behalf of the Customer.
Unless the Customer gives written notice of termination to the Company at least 30 days prior to the last day of the Minimum Term, the Term of the Agreement shall continue indefinitely beyond the expiry of the Minimum Term, until such time as the Customer gives the Company 30 days written notice of termination.
The Agreement will terminate upon the first to occur of the following:
the Agreement is terminated under Clause 13.1 or 13.3; or
the Customer has failed to make any payment due under clause 9 of this Agreement within 30 days of its due date or is otherwise in breach of the Agreement; or
the Customer gives written notice to the Company that the Company is in breach of the Agreement and the Company does not remedy such breach within 30 days of receipt of the notice; or
the Company gives the Customer 30 days written notice of termination.
The Agreement will terminate without further action or notice by the Company if the Customer becomes bankrupt, goes into liquidation, suffers or makes any winding up petition, makes an arrangement with the Customer’s creditors, has an administrator, administrative receiver or receiver appointed or suffers or files any similar action in consequence of debt (or any other similar action in any jurisdiction).
Effects of Termination
Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.
If the Agreement is terminated by the Company under Clauses 13.2 or 13.3, or if any amount is owed to the Company upon the termination of the Agreement, the Company may (without prejudice to any other rights the Company may have):
reverse any changes to the Website and/or delete any material from the Website, made or added in the course of the provision of the Services under the Agreement;
delete and/or cancel any and all advertising campaigns, directory subscriptions, similar subscriptions, inbound links and site maps relating to the Website.
No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.
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).
Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.
The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
The Company may freely assign its rights and obligations under the Agreement without the Customer’s consent. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.
The Company may subcontract any of its obligations under the Agreement to any third party.
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.
Subject to Clause 11.1:
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;
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
neither party will have any liability other than pursuant to the express terms of the Agreement.
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.