SEO and Localisation and Personalisation Services Terms & Conditions

1Definitions and interpretation

1. 1.1.1"Business Day" means a day other than a Saturday, Sunday or public holiday in England.
2. 1.1.2"Charges" means the fees payable by you for the Services per the Order.
3. 1.1.3"Commencement Date" means the date on which Services start as set out in the Order Form.
4. 1.1.4"Initial Term" means 12 months from the Effective Date or such other period as set out in the Order.
5. 1.1.5"Localisation and Personalisation Services" means our SaaS-based solution for the provision of a location-based Website.
6. 1.1.6"SEO Services" means search-engine optimisation services where the primary objective is to deliver the Website on Google SERPs.
7. 1.1.7"Website" means the site(s) specified in the Order.

2Basis of contract

1. 2.1Any proposal given by us shall not constitute an offer.
2. 2.2Each Order is a separate offer for Services on these Terms, accepted on successful completion of the order acceptance process (the Effective Date).
3. 2.3Marketing materials do not form part of the Contract.
4. 2.4These Terms apply to the exclusion of any other terms.
5. 2.5If there is any inconsistency, the Order prevails.

3When the services start

1. 3.1Services begin on the Commencement Date.
2. 3.2You must provide administrative access to and control of the Website, plus any other information or materials we notify you we need.
3. 3.3We shall not be liable for any delay caused by your failure to comply with clause 3.2, but we will continue to invoice you.

4Supply of services

1. 4.1We shall supply the Services using reasonable care and skill in all material respects.
2. 4.2Performance dates are estimates only.
3. 4.3We may amend the Services where legally required or for non-material reasons, on notice.
4. 4.4We warrant that we maintain necessary licences and consents and comply with applicable laws.
5. 4.5We do not warrant uninterrupted or error-free use, nor that the Services will meet your requirements.
6. 4.6We are not responsible for any delays or failures arising from the transfer of data over communications networks.

5SEO services

1. 5.1The SEO and Localisation and Personalisation Services can only be provided in respect of a website hosted by us.
2. 5.2We do not warrant or guarantee that the SEO Services will lead to any particular result or outcome, including any specific ranking on a search engine.
3. 5.3Under the Localisation and Personalisation Services we shall provide a localised and national dedicated telephone number as the primary point of contact on the Website.

6Your obligations

You shall:

1. 6.1.1ensure that the information in your Order is complete and accurate;
2. 6.1.2cooperate with us in all matters relating to the Services;
3. 6.1.3follow our reasonable instructions about using the Services;
4. 6.1.4use the Services for your own business purposes only;
5. 6.1.5not use the Services for any improper or unlawful purpose;
6. 6.1.6provide required information and materials (complete and accurate);
7. 6.1.7obtain all necessary licences and permissions before the Services begin;
8. 6.1.8comply with all applicable laws, codes and regulations.
9. 6.2If you commit a Customer Default we may suspend the Services until remedied, we shall not be liable for resulting delays, and you shall reimburse us on demand for resulting costs or losses.

7Charges and payment

1. 7.1Charges may increase to reflect costs caused by your delays or inadequate information.
2. 7.2Charges may increase at the end of the Initial Term and annually thereafter on not less than 60 days' written notice.
3. 7.3Unless otherwise stated, we invoice in advance on the fifth day of each calendar month, with pro-rata billing for the first month from the Commencement Date.
4. 7.4Payment is due in pound sterling (or as specified in the Order) within 14 days of invoice, in cleared funds to the bank account we nominate.
5. 7.5All amounts are exclusive of VAT, payable in addition on receipt of a valid VAT invoice.
6. 7.6If you fail to pay, we may suspend Services and interest shall accrue at 3% per annum over the Bank of England base lending rate, daily.
7. 7.7All amounts are payable in full without set-off, counterclaim, deduction or withholding.

8Intellectual property rights

1. 8.1We (or our licensors) own all Intellectual Property Rights in the Services.
2. 8.2You retain ownership of materials you supply; you grant us a non-exclusive licence to use them solely for providing the Services.
3. 8.3We retain ownership of pre-existing or generic materials used in providing the Services.
4. 8.4Independently-created Website domains belong to you. Intellectual Property Rights arising in connection with the SEO and Localisation and Personalisation Services are owned by us; we grant you a non-exclusive, revocable licence to use them for receiving the Services during the Term.
5. 8.5You warrant that your instructions for the SEO Services will not infringe any third-party Intellectual Property Rights.

9Data protection

10Limitation of liability

1. 10.1References to liability in this clause include every kind of liability under the Contract.
2. 10.2Nothing limits liability under clause 7.
3. 10.3Nothing limits any liability that cannot legally be limited (death or personal injury by negligence; fraud; section 2 of the Supply of Goods and Services Act 1982).
4. 10.4Our total aggregate liability is limited to 100% of the Charges payable by you under the Contract.
5. 10.5We have no liability for: loss of profits, sales, business, agreements, anticipated savings, software or data use, domain control, goodwill, or indirect or consequential loss.
6. 10.6Sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are excluded.
7. 10.7This clause survives termination.

11Term, renewal, suspension and termination

1. 11.1The Initial Term is 12 months (or as set out in the Order). The Contract automatically renews for further one-year Renewal Terms unless either party gives at least 30 days' non-renewal notice. Earlier termination attempts take effect at the end of the current Initial or Renewal Term and you remain liable for the balance.
2. 11.2Either party may terminate immediately for: (a) material breach not remedied within 14 days of notice; (b) insolvency, administration or liquidation events; (c) suspension or cessation of substantial business; (d) financial deterioration jeopardising performance; (e) such events reasonably believed to be imminent; or (f) where we reasonably believe you are about to become subject to any of the above.
3. 11.3We may terminate immediately if you fail to pay any amount due.
4. 11.4This Contract automatically terminates if your hosting contract with us in respect of the Website is terminated.
5. 11.5We may suspend the Services for payment failure or a Customer Default.

12Consequences of termination

1. 12.1On termination of the Contract or any Service: all rights and licences end; you must pay outstanding invoices immediately, plus interest; we may invoice for unpaid supplied Services; you must return our materials and unpaid-for Deliverables.
2. 12.2Termination does not affect any accrued rights or liabilities.
3. 12.3Surviving provisions remain in effect.

13General

1. 13.1Force majeure: neither party is liable for delays caused by events beyond its reasonable control.
2. 13.2Assignment: we may assign or subcontract. You may not assign without our prior written consent.
3. 13.3Confidentiality: six-month post-termination obligation, with usual exceptions.
4. 13.4Entire agreement: supersedes all prior arrangements; no reliance on non-contractual statements.
5. 13.5Variation: written signatures only.
6. 13.6Waiver: written waivers only.
7. 13.7Severance: invalid provisions are deleted and replaced.
8. 13.8Notices: written by email to the Order address.
9. 13.9No third-party rights under the Contracts (Rights of Third Parties) Act 1999.
10. 13.10Governing law: the law of England and Wales.
11. 13.11Jurisdiction: exclusive jurisdiction of the courts of England and Wales.