This document sets out important information regarding the remit of the obligations and liabilities of Web Properties Ltd. (“we”/”us”) in relation to our services.  Please would you review this document carefully and sign below to confirm your agreement to its terms and your agreement to the disclaimers contained within it.  

• Where the Services are provided by us under the Contract in whole or in part to your client(s)/customer(s):

• you will ensure that all such clients/customers understand and agree the terms of the Contract; and
• you indemnify us against all liabilities, costs, expenses, damages and losses (including, without limitation, all professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim made against us by any such client/customer arising out of or in connection with the provision of the Services, to the extent that such claim would be prevented, reduced, mitigated or limited if the terms of the Contract applied as between us and client/customer in question.

• You understand and accept that we do not give any particular warranty, representation or assurance as to the metric scores (whether calculated by Majestic, Moz, Ahrefs or otherwise) of any domains used by us for backlinks.
• You understand and accept that the metric scores of any domains used by us for backlinks and listing/de-listing by search engines are outside our control and are subject to change by Majestic, Moz, Ahrefs, Google and any other metric scorer or search engine provider.  We have no obligation to replace domains in the event that they are de-indexed by Google or any other search engine provider or drop in Majestic, Moz, Ahrefs metric scores or in the scores of any other scoring or rating provider.  
• You understand that creating backlinks to domains, and other search engine optimisation methods, can potentially attract a search engine algorithmic or manual penalty which will detrimentally affect the ranking and/or positioning of the Relevant Website(s).  You accept this risk and agree that we will not be liable for any such penalty which is attributable or connected with any of our Services nor to take any action to remedy the penalty.
• You shall notify us in advance of any proposed modification to any part or aspect of any Relevant Website (whether to be undertaken by you, your employees, third party service providers or otherwise) and shall provide all details requested by us of such proposed modification, and shall keep us fully informed in relation to the same (with sufficient detail to enable us to understand that nature and implications of the modifications for the Services and the Relevant Website).  In particular, but without limitation, you shall keep us informed of any planned major set of changes (for example, but without limitation, going “live” with a new website or new version  of a website) and of any proposed modification which has search engine optimisation as its desired effect.
• We do not warrant the accuracy or completeness of any information and/or data provided to you (including, without limitation, any information and/or data contained in any of our reports) or the validity of any advice or opinion contained therein and do not accept liability for any error therein or omission therefrom.  You understand and accept the foregoing and agree that you shall not make any decisions based on such information and/or data but on all material factors and evidence and your own discretion, with appropriate factoring for potential inaccuracy or incompleteness.
• We shall not be liable to you for any damage to software, disruption or damage to the Relevant Website(s), damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
• For the avoidance of doubt, the terms of this document are supplemental to the disclaimers and limitations of liability set out in the Conditions.
• In this document, the following expressions bear the following meanings:

“Conditions”: has the meaning given in Conditions;

“Contract”: the Contract Schedule, the Conditions and this document and any document referred to in any of the foregoing;

“Contract Schedule”: has the meaning given in Conditions;

“Relevant Website(s)”: has the meaning given in the Contract Schedule;

“Services”: has the meaning given in Conditions;

“you”: [your name or organization].

Terms and Conditions of Business

The Customer’s attention is particularly drawn to the provisions of condition 9.

• Interpretation
• Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with condition 5.

Conditions: these terms and conditions of business as amended from time to time in accordance with condition 12.8.

Contract Schedule: the document described as such and attached to these Conditions.

Customer: the person described as such in the Contract Schedule.

Customer’s Representative: the person identified as such in the Contract Schedule.

Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors, consultants and employees in relation to the Services in any form including reports, data, computer programs and specifications (including drafts).

Disclaimer: the document described as such and attached to these Conditions.

Intellectual Property Rights: 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.

Relevant Website(s): has the meaning given in the Contract Schedule.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Contract Schedule together with any other services which the Supplier provides, or agrees to provide, to the Customer.

Supplier: Web Properties Ltd., a company registered in Bangladesh.

Supplier’s Representative: the person identified as such in the Contract Schedule.

• Construction. In these Conditions, the following rules apply:

• a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
• a reference to a party includes its personal representatives, successors or permitted assigns;
• a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
• any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
• a reference to writing or written includes e-mails but not faxes.
• Basis of contract
• The contract between the Customer and the Supplier consists of the Contract Schedule, the Disclaimer and these Conditions and any document referred to in any of the foregoing (together the Contract).  In the event of conflict between the terms of any of the foregoing, the order of prevailing shall be as follows:

• Contract Schedule;
• These Conditions;
• The Disclaimer;
• Any document referred to in any of the foregoing.

• The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
• The Contract applies to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
• Supplier’s obligations

• The Supplier shall supply the Services to the Customer from (and including) the Commencement Date in accordance with the Contract Schedule in all material respects.
• The Supplier shall use reasonable endeavours to meet any performance dates specified in the Contract Schedule or otherwise indicated by the Supplier or agreed between the parties, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
• The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
• Subject to the terms of the Disclaimer, the Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
• Customer’s obligations

Access to the Customer’s systems and provision of materials

• Without prejudice to the generality of condition 4.8, if so requested by the Supplier, the Customer shall promptly provide the Supplier with the following in order to enable the Supplier to provide the Services in an effective and efficient manner:

• access (via FTP or otherwise, as appropriate) to servers hosting the Relevant Website(s) in order to enable the making of changes and/or the uploading of pages optimised for SEO;
• access to analytics services including historical information relating to search engine keyword advertising used by the Customer and website visitor data;
• access to Google Analytics and Google Console;
• additional textual content in electronic format for the purpose of creating additional pages optimised for SEO;
• all reasonably requested details of web domains owned by the Customer, whether or not hosted by the Customer.

• The Customer shall provide all such confirmations, authorisations and instructions to its third party service providers as may be required by the Supplier to obtain the access or materials referred to in condition 4.1 above or otherwise required by the Supplier under condition 4.8.
• The Customer shall promptly review and, subject to reasonable adjustments, approve any content or other materials submitted by the Supplier to the Customer for approval.

Notification of modifications to Relevant Website(s)

• This condition 4.4 only applies in respect of SEO Services (not PDA Services).  The Customer shall notify the Supplier in advance of any proposed modification to any part or aspect of any Relevant Website (whether to be undertaken by the Customer, its employees, third party service providers or otherwise) and shall provide all details requested by the Supplier of such proposed modification, and shall keep the Supplier fully informed in relation to the same (with sufficient detail to enable the Supplier to understand that nature and implications of the modifications for the Services and the Relevant Website).  In particular, but without limitation, the Customer shall keep the Supplier informed of any planned major set of changes (for example, but without limitation, going “live” with a new website or new version  of a website) and of any proposed modification which has search engine optimisation as its desired effect.

Confidentiality regarding backlinks

• Without prejudice to the generality of condition 8, the Customer shall not make any press release or public statement nor shall it otherwise disclose to any person the existence of any backlinks established by the Supplier, except that the Customer may disclose the same to such of its employees, agents or subcontractors as need to know for the purpose of receiving the benefit of the Services as anticipated by the parties. This condition 4.5 shall survive termination of the Contract.

Customer Default

• If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

• the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier’s performance of those obligations;
• the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4.6; and
• the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.

Non-Solicitation

• The Customer shall not, without the prior written consent of the Supplier, at any time from the Commencement Date to the expiry of 12 months after the termination of the Contract (howsoever terminated) solicit or entice away from the Supplier or engage or attempt to engage any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier and with whom the Customer or its officers, employees or agents had material contact in the course of providing the Services.

Miscellaneous obligations

• The Customer shall:

• ensure that all information it provides to the Supplier from time to time is complete and accurate;
• co-operate with the Supplier in all matters relating to the Services; and
• provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
• Charges and payment

• In consideration of the provision of the Services by the Supplier, the Customer shall pay the Charges set out in the Contract Schedule or otherwise agreed in writing between the Supplier and the Customer. Unless otherwise agreed in writing, the Charges shall be payable on a monthly basis, within 30 days of the end of the month to which the Charges relate. For the avoidance of doubt, the Customer shall pay the Charges in full and accordingly the Customer shall itself bear all (if any) payment processing and related charges and conversion rate costs (whether levied by the Customer or the Supplier’s bank, electronic money provider, payment gateway or otherwise) such that the amount received by the Supplier in its bank account in sterling, net of all such charges and costs, is equal to the Charges in question together with any expenses that are reimbursable by the Customer under condition 5.2.
• In addition to the Charges, the Customer shall reimburse all reasonable expenses properly and necessarily incurred by the Supplier in the course of providing the Services including (without limitation) domain renewal, hosting costs and domain transfer costs.  
• All Charges quoted to the Customer shall be exclusive of VAT which, if applicable, the Supplier shall add to its invoices at the appropriate rate.
• The Customer shall establish, and at all times during the term of the Contract maintain, a valid paypal link or direct debit link enabling the Supplier automatically to be paid its Charges and be reimbursed for expenses payable under condition 5.2.  The Supplier shall submit an invoice to the Customer for its Charges (together with VAT where appropriate) and any expenses reimbursed, once payment has been made by the Customer.  Accordingly, and for the avoidance of doubt, the Customer’s payment obligations shall not be conditional upon receipt of an invoice.
• The parties agree that the Supplier may review and increase its Charges, provided that such Charges cannot be increased more than once in any 12 month period. The Supplier shall give the Customer written notice of any such increase at least 30 days before the proposed date of that increase (Charges Increase Date). If such increase is not acceptable to the Customer, it may terminate the Contract by giving not less than 10 days’ written notice to the Supplier, such notice to expire on or before the Charges Increase Date. If the Customer does not so terminate the Contract, it shall be bound to pay the increased Charges with effect from the Charges Increase Date.
• Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:

• charge the Customer interest on the overdue amount from the due date up to the date of actual payment (whether before or after any judgment) at the prevailing rate under the Late Payment of Commercial Debts (Interest) Act 1998 and the Customer shall pay the interest immediately on demand; and
• suspend all or any of the Services until payment has been made in full.

• The Customer should be aware that suspension of the Services (whether under condition 5.6 or otherwise) may have an adverse impact on the search engine ranking and/or positioning of the Relevant Website(s).  
• All sums payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision.
• This condition 5.9 only applies in respect of SEO Services (not PDA Services).  If the Customer is in compliance in all respects with the Contract, and has been receiving the SEO Services for an uninterrupted period of not less than eight months, the Customer may request that the SEO Services are suspended for a period of one calendar month, provided that:

• The request is made by the Customer to the Supplier in writing;
• A request can only be made once in any period of 12 months; and
• In respect of the month of suspension the Customer shall pay the Supplier a maintenance fee of 15% of the average monthly Charges, calculated over the previous 12 months (or, where the Services have not been provided for at least 12 months, the entire period during which the SEO Services have been provided).  
• Intellectual property rights

• Subject to condition 6.2 and unless otherwise agreed in writing, as between the Customer and the Supplier, all Intellectual Property Rights in the products of the Services (including the Deliverables) shall be owned by the Supplier. The Supplier licenses all such rights to the Customer for the period of the Contract free of charge and on a non-exclusive, non-transferable, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services.
• The Supplier acknowledges that, as between the Customer and the Supplier, all Intellectual Property Rights in any content for the Relevant Website(s) created by the Supplier for the Customer shall belong to the Customer.
• The Customer grants the Supplier permission to amend the Relevant Website(s) and other materials belonging to the Customer to which the Supplier has access, in such manner as the Supplier may reasonably determine to be necessary or desirable in connection with the supply the Services.  
• The Customer shall indemnify and hold the Supplier harmless from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by the Supplier as a result of or in connection with any action, demand or claim that the use of any materials or information supplied by the Customer or to which the Customer has allowed the Supplier access in connection with the provision of the Services, infringes the Intellectual Property Rights of any third party
• Backlinks
• Where the Services include establishing backlinks to the Relevant Website(s):

• the Customer agrees that the Supplier may chose the domains, blogs, article directories, directory listings, press release links, manual submission links and web 2.0 links (together Links and each a Link) used for those purposes and the names of them.  Unless otherwise agreed in writing between the parties, as between the parties, all such Links shall remain the property of the Supplier;
• the Customer is reminded that domains registered by the Supplier expire 12 months from the date of their purchase from the relevant registrar and the Customer accepts that, unless otherwise agreed in writing, the Supplier has no obligation to renew such domains;
• the Supplier has no obligation to replace any Link that is removed or restricted by any third party; and
• the Supplier has no obligation to replace domains in the event that they are de-indexed by Google or any other search engine provider or drop in Majestic, Moz, Ahrefs metric scores or in the scores of any other scoring or rating provider.  
• Confidentiality

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain (including, without limitation, details of the Supplier’s search engine optimisation methods and strategies). The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know for the purpose of discharging the Receiving Party’s obligations under the Contract, or for the purpose of receiving the benefit of the Services as anticipated by the parties, and shall ensure that such employees, agents and subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This condition 8 shall survive termination of the Contract.

• Limitation of liability: THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CONDITION
• Nothing in these Conditions shall limit or exclude the Supplier’s liability for:

• death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
• fraud or fraudulent misrepresentation; or
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
• Subject to condition 9.1:

• the Supplier shall not be liable to the Customer for any damage to software, disruption or damage to the Relevant Website(s), damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage; and
• the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the equivalent of the total Charges paid by the Customer in the period of 12 months immediately preceding the claim arising.

• The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
• This condition 9 shall survive termination of the Contract.
• Termination
•         10.1.Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

• the other party commits a material breach of the Contract (other than a failure to pay an amount due under the Contract) and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being requested in writing to do so;
• the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
• the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
• the other party (being an individual) is the subject of a bankruptcy petition or order;
• a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
• an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
• a floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
• a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
• any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 10.1(b) to condition 10.1(i) (inclusive);
• the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
• the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

•         10.2.Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
•         10.3.Without limiting its other rights or remedies, each party shall have the right to terminate the Contract by giving the other party the period of written notice specified in the Contract Schedule (if any) subject to any minimum term specified in the Contract Schedule..
•         10.4.Without limiting its other rights or remedies, the Supplier shall have the right to suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in condition 10.1(b) to condition 10.1(l), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
• Consequences of termination

On termination of the Contract for any reason:

• the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding Charges and expenses in respect of Services supplied by the Supplier;
• the Customer shall return all of the materials, equipment, documents and other property of the Supplier which are in the Customer’s possession or under the Customer’s control (including any Deliverables) which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract;
• the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
• conditions which expressly or by implication have effect after termination shall continue in full force and effect.
• General
•         12.1.Force majeure:

• For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
• The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
• If the Force Majeure Event prevents the Supplier from providing any of the Services for more than eight weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
•         12.2.Assignment and subcontracting:

• The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
• The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
•         12.3.Notices:

• Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its trading or email address as specified in the Contract Schedule or such other postal or email address as that party may have specified to the other party in writing in accordance with this condition, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier or e-mail.
• A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 12.3(a); if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by e-mail, one Business Day after transmission.
• The provisions of this condition shall not apply to the service of any proceedings or other documents in any legal action.
•         12.4.Waiver:

• A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
• Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
•         12.5.Severance:

• If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
• If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

•         12.6.No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
•         12.7.Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
•         12.8.Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
•         12.9.Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

Applicable up to 15th June 2017:

Terms Of Business

TERMS OF BUSINESS

1.1 Introduction and definitions

1.1.1 The Company agrees to provide the Client with the Services, including Search Engine Optimisation (SEO) and reporting services, as further described in this agreement, with the aim of increasing internet traffic to the Websites and obtaining Preferential Positioning.

1.1.2 The effective date of this agreement shall be the Start Date contained in the earliest Statement of Work executed between the parties.

1.1.3 This agreement shall continue indefinitely subject to either party giving express notice of termination as described further below.

1.2 Defined terms

Brand Guidelines: Client’s brand guidelines as provided to the Company in writing by the Client from time to time.

Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services (together its Representatives) to the other party and that party’s Representatives in connection with this agreement that is either labelled as such or else that should reasonably be considered as confidential because of its nature and the manner of its disclosure.

Deliverables: the web pages developed by the Company under this agreement containing content, links, tagging and other search engine optimisation techniques in order to increase the ranking and prominence of the Website (and/or its web pages) in the result pages of search engines (“SEO Pages”); reports; analyses; statistics; content and other materials required to be delivered by the Company in accordance with this agreement.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, rights to goodwill or to sue for passing off (or unfair competition), rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, 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 (or rights to apply) for and be granted, and renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Materials: the content provided to the Company by the Client from time to time in order for the Company to perform the Services.

Pre-Existing Work: the works, concepts, items and materials either developed or procured to be developed by the Company or its personnel at any time for use in relation to the Company’s business or any or all of the Company’s customers generally and not specifically for the provision of the Services or Deliverables to Client.

Preferential Positioning: higher position of the website in SE ranking.

SEO Pages: the web pages developed by Company under this agreement and Statement of Work containing content, links, tagging and other search engine optimisation techniques in order to increase the ranking and prominence of a Website (and/or its web pages) in the result pages of search engines.

Services: such services which the Company may provide pursuant to a Statement of Work, and all other services reasonably necessary to be performed by the Company in order to carry out its obligations under this agreement and any applicable Statement of Work.

Unsuitable Content: any material or content that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party’s Intellectual Property Rights.

Virus: any thing or device (including any software, code, file or program) whose purpose or possible function is to deliberately disable a computer or network or impair or adversely affect its performance or prevent or hinder access to any program or data, or impair the operation of any program or the reliability of any data including a computer virus, trojan horse, worm, logic bomb, back door or similar item.

• Structure of Agreement

2.1 This agreement is structured so that individual Statements of Work will be entered into by the parties and such Statements of Work are governed by and subject to this agreement. In the event of inconsistency or conflict between this agreement and any Statement of Work, the terms of the Statement of Work shall take precedence to the extent of the conflict or inconsistency, except that definitions shall be contained in the Terms, while descriptions of specific instances – in the Statement of Work.

2.2 The Client shall only be committed to purchasing and the Company shall only be committed to providing any Services or delivering any Deliverables upon written approval by both parties of a Statement of Work and in those cases, in respect of such Services and Deliverables as contained in the Statement of Work.

2.3 Each Statement of Work shall specify the Charges relevant to it.

2.4 Each Statement of Work unless otherwise agreed by the parties shall constitute a separate contract under this agreement and any defined terms used in each Statement of Work shall have the same meaning as set out in this agreement.

• Scope of Services

3.1 The Company may:

• provide any of the Services, as required in the professional judgement and experience of its staff for the achievement of Preferential Positioning;
• develop any SEO Pages required in order to provide the Services;
• deliver the Deliverables to Client.

3.2 For the avoidance of doubt, where the Client requests services or reports not expressly included in the Statement of Work, these will be charged additionally.

• Requirements for Services provision

4.1 To enable it to provide Services, the Company may request the Client, and the Client agrees to provide without undue delay, the following:

• access (via FTP or otherwise, as appropriate) to servers hosting the Websites for the making of changes and the uploading of SEO Pages;
• access to analytics services, including historical information in relation to search engine keyword advertising used by the Client; website visitor data and others;
• where in the opinion of the Company, the Websites require additional textual, image or other content, provide additional relevant textual content in electronic format for the purpose of creating additional SEO Pages. For instance, the Client may be requested to provide text copy, relevant to each of the Keywords or Key Phrases;
• Where required by the Company, review and approve content;
• All reasonably required details of domains currently owned, whether or not hosted by the Client;
• Authorisation(s) and instructions to any current third party providers to the Client, where these are required for obtaining access, materials, and any other of the above;
• Any other information, documentation and assistance such as may be reasonably required.

4.2 Where any part of or aspect of a Website is modified or intended to be modified in any way (whether in respect of any of its code, text or otherwise), the Client shall as soon as practicable notify and keep the Company notified in writing of the changes made or intended to be made to a level of sufficient detail to enable the Company to understand the nature and implications of the (intended) modifications for the Services and the modified Website. This is likely to be especially important where a major set of changes is planned (eg, before going “live” with a new Website or new version of the Website, in comparison to a previously communicated version) but is intended to apply generally.

4.3 For the avoidance of doubt, the obligation to notify contained in clause 4.2 extends to modifications undertaken by Client’s representatives, shareholders, owners, officers, employees or contractors (eg, web developers)).

4.4 The Company shall promptly report to the Client in writing any material issues with the performance of the Services and/or Website.

• Payments and Charges

5.1 The Client shall pay the Company the Charges required by a Statement of Work. Where this is further required by a Statement of Work, the Company shall issue invoices to the Client upon payment.

5.2 Where no contrary provision is made in a Statement of Work, the Client shall make all payments within 30 days of the last day of the month to which a Service relates (eg, Services performed between 10-12 January will be payable by 2 March in a non-leap year).

5.3 Payments shall not be conditional on the issue of any invoices or any other payment-related document.

5.4 All Charges are exclusive of VAT or similar taxation required to be levied by the Company under the relevant VAT or similar legislation (including, but not limited to the UK Value Added Tax Act 1994). VAT or similar taxation required to be levied by the Company shall be payable by the Client at the applicable rate, if any.

5.5 If the Client fails to make any payment due to Company under this agreement by the due date for payment, then it shall pay interest on the overdue amount at the rate of 12% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

5.6 The Client shall, on request:

• provide the Company with valid credit card details (or with information required for the use of any other suitable direct credit option) (“the Payment Method”);
• maintain such details correct and complete; and
• shall notify the Company if the payment method is no longer available or has been cancelled.

Where the Company has made recourse to a Payment Method, it shall notify the Client as soon as reasonably practicable.

5.7 All payment processing and related charges and conversion rates costs (where compared to the interbank rate quoted for the date of conversion at oanda.com or by similar sources) (whether such charges are due to banks, electronic money providers, payment gateways, or others)) shall be borne by the Client.

5.8 The Company reserves the right to suspend the provision of Services to a Client where a due payment is late without notice. It will use its best endeavours to notify the Client in writing where this occurs. The Client should be aware that this may have an adverse impact on the positioning of the Websites.

• Domains

6.1. As part of the provision of its Services under a Statement of Work, the Company may acquire or procure the use of internet domains and internet domain names (collectively, “the Domains”). Title to these Domains shall belong or continue to belong to the Company or to a third party whose permission to deploy the Domains for the Services the Company shall have.

6.2. Where Services under a Statement of Work have been provided by the Company to a Client for a period of 6 months or more, and the Client has made all payments to the Company properly due under this agreement, the Company shall within a reasonable time transfer the names of half of all Domains in use at the 6th month, and the remainder of the Domains used in relation to the Services after 12 months, provided the Client has continued to make all due payments.

6.3. The Company reserves and the Client agrees to grant to the Company the right to choose which domain names to use and the mechanism(s) of transferring these domains. Should assistance from the Client be reasonably required by the Company to give effect to the transfer of the domains under clause 6.2, the Client shall provide any such assistance that is reasonably required by the Company. If the Client fails to provide assistance that has been reasonably required, the Company is relieved of any liability arising out of the same.

6.4 In respect of Services to be provided under each Statement of Work, if payments continue to be made by a Client pursuant to it for a period of at least 3 months, the Company shall keep links built to the Client’s Website’s domains which are the subject of the Statement of Work live for three months, and will not use such links to promote any Websites which compete with any Websites subject to the Statement of Work.

6.5 Domains bought by the Company will expire twelve months after purchase from the registrar. The Company is not obliged to renew ownership of these domains after expiration.

6.6 The company is not liable to replace domains should they be de-indexed by Google or drop in Majestic, Moz or Ahrefs metric scores.

• Intellectual Property and Licences

7.1 Licence to Client over deliverables.

To the extent that any Pre-Existing Work is incorporated into the Deliverables it shall remain the property of the Company. The Company hereby grants (and if the Pre-Existing Work shall include any third-party materials, it shall procure such grants from any such third parties) to the Client a non-exclusive, transferable, irrevocable, worldwide and perpetual licence to use such Pre-Existing Work as part of the Deliverables.

7.2 Licence to the Company

The Client grants the Company a limited, non-exclusive, non-transferable, revocable and worldwide licence to access and use the:

• Websites;
• Materials;
• SEO Pages; and
• name and logo of the Client,

solely to provide the Services to the Client in accordance with this agreement and the Brand Guidelines during the term of the agreement.

7.3 Non-competition for Client IP

7.3.1 The Company shall not, without the written consent of Client (which the Client may withhold in its sole discretion) bid on or otherwise purchase any keyword that contains:

• trade mark, trade name, service mark or logo of Client; or
• any term that is materially similar to, any such trade mark, trade name, service marks or logo of Client, in order to improve the Website’s preferential placement in any search engine results.

7.3.2 Unless permitted under clause [number 12.7], the Company has the right to transfer ownership of Intellectual property if the Client makes any press release or makes any public statement about such links.

7.3.3 The Intellectual Property in any content created by the Company for the Clients’ own Websites will belong to the Client from the date of its creation unless expressly agreed otherwise.

• Indemnity

The Client shall indemnify the Company against all costs (including legal fees), damages and liabilities arising from negligent or intended acts on the Client’s part constituting an infringement of any copyright, trade secret, trade mark, service mark, patent, invention, proprietary information or nondisclosure rights of any third party and content picked up from third party websites. To the full extent of the law, the Client will indemnify the Company for any expenses or damages resulting from claims made by third parties with regard to usage of Material. The liability of the Client to indemnify the Company under this clause is not limited by termination of this agreement.

• Company’s warranties as to unsuitable content

The Company warrants, represents and undertakes that all content (excluding the Materials) that it develops for the Deliverables pursuant to this agreement will not contain any material or content that is obscene, pornographic, seditious, defamatory, threatening, liable to incite racial hatred, menacing, or in breach of any third party’s Intellectual Property Right (“Unsuitable Content”). The Company shall notify the Client immediately if it becomes aware that any content in the Deliverables may be Unsuitable Content.

• Limitation and Exclusion of Liability

10.1 The Company shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:

• any errors in or omissions from its Services;
• the unavailability or interruption of its Services;
• use of its Deliverables;
• the content of its Deliverables;
• any delay or failure in performance of our Services beyond our control;
• breach of Intellectual Property rights due to the creation or the transfer of ownership of inbound links.

10.2 In no event will the Company or its Directors, Employees or Agents be liable to the Client or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits or lost data, arising from use of our Services, Deliverables (including the SEO Pages), any other content, analytics, webmaster tools, any related software, which the Company has provided access to or use of or has recommended, even in case the Company is aware or has been advised of the possibility of such damages.

10.3 Notwithstanding anything to the contrary contained herein, the Company’s liability to the Client for any cause whatsoever, and regardless of the action, for an action connected with a Statement of Work will be limited to the amount of Charges you have paid under that Statement of Work, if any, and where an action or claim is in respect of more than one Statement of Work, to the Charges paid under those Statement of Works, if any.

10.4 Without prejudice to the generality of the foregoing, your attention is drawn to the fact that the Company’s liability is expressly excluded in the following cases:

• the Company is not promising any specific improvement in your Websites’ ranking in search engine results. The Company undertakes to implement certain Services, but does not warrant or undertake any specific result or effect following their implementation, including any relative improvement in respect of the ranking in SE results of any other Websites (including those of competitors of the Client);
• the Company is not responsible for any loss of revenue or business through losses in SE originating or related traffic, or any other losses resulting from the diminution of such traffic;
• as part of the SEO Services governed by this agreement, the Company makes no undertaking to assist more generally with managing a Client’s brand, internet presence and/or reputation. The Company will not undertake to monitor for any references about the Client on third party websites whether or not these are are indexed by search engines and or for the appearance of such references or links to such third-party websites in SE results and/or in advertising placed or carried by other web properties and/or in any posts, forum posts, comments or social media;
• the Company is not liable for not adhering to search engine guidelines and cannot warrant that its Services, alone or in combination with other actions or circumstances, at any time after this agreement will not result in any automatic or manual demotion in SE result ranking or other penalty which itself or in combination with other factors, directly or indirectly results in a loss of traffic (including removal from indexing);
• the Company does not claim in any way that the linked external website or its contents are free of mistakes, viruses or other problems, or that the defects will be rectified or that the site will always be accessible. The Company does not claim in any way that the content will be accurate, correct, relevant or reliable. At any time the Company can revise any and all information on its own site provided by third party sites.
• Warranties, Representations and Undertakings

11.1 Each of the parties warrants to the other that:

• it has full power and authority to enter into and perform this agreement and any annexures to it;
• this agreement is drafted and concluded on the basis that both parties are acting in the course of their business and neither is a consumer;
• its respective performance of the terms of this agreement will not in any way constitute knowing, intentional infringement or violation of any copyright, trade secret, trade mark, patent, invention or any other nondisclosure rights of any third party.

11.2 The Client warrants, represents and undertakes that:

• it has received the necessary consents or permissions to use the Materials in accordance with this agreement from the applicable owner(s);
• any Materials (including text, graphics, photos, designs, logos, or other artwork provided to the Company for inclusion on the Website are either its intellectual property, or it has received permission from the owner(s) for such use, and will hold harmless, protect, and defend the Company and its subcontractors from any liability or suit arising from their use by it;
• it shall not overwrite (or allow, instruct, permit or tolerate others to overwrite) code or text placed on a Website by the Company in the course of the provision of the Service;
• it is not aware of any demotion, delisting, penalty, or other problems with the search engine ranking which the Website has had, other than disclosed in writing to the Client in respect of a Website in advance of commencement of the provision of Services;
• it (or its Board or other governing of management body) understands that:

(i) the Company has no control over the policies of search engines with respect to the type of Websites and/or content that they accept for indexing or ranking purposes, or may accept in the future;

(ii) the Client’s Website may be excluded from any directory, list, index or rank at any time at the sole discretion of the search engine or directory.

(iii) occasionally, search engines will drop listings for no apparent or predictable reason which may or may not devalue certain parts of the Services previously provided by Company. The Company will use its best endeavours to adapt any Services provided in accordance with its understanding of the most recent search engine algorithms and where applicable, resubmit the site based on its understanding of the current policies of the search engine in question;

(iv) the intended preference in the positioning of the Website applies to the average search result instance;

(v) features, including: the search queries sent; the equipment used for the query; the profile of the sending user (eg, geographic location; user agent or query language) and his or her search history, may affect considerably the Services;

(vi) due to the competitiveness of some search keywords/phrases, on-going changes in search engine ranking algorithms and other factors beyond its control, the Company does not guarantee specific position(s) or consistent ranking for any particular keyword, phrase or search term.

11.3 The Company warrants, represents and undertakes that:

• it shall perform the Services with all reasonable skill and care;
• the Deliverables will insofar as practicable and expedient, conform to any description set out in the Statement of Work;
• in providing the Services and Deliverables it will not use commit any act or do anything that breaches any law applicable in its jurisdiction of incorporation;
• it will use personnel to provide the Services who are suitably skilled, trained and experienced;
• it will exercise its best endeavours to procure that the manner in which the Services are performed or provided does not adversely affect the name, reputation or business of Client;
• the Deliverables will be free from all Viruses including but not limited to any codes or instructions that are used to access, modify, delete or damage any data contained in the web pages of or other computer programs used by Client in relation to, the Websites;
• it shall only access those areas of the Websites that are necessary for the purposes of performing its obligations under this agreement and it shall not modify (or do anything that would have the effect of modifying) the content of the Websites except for as permitted in this agreement.

11.4 Good faith assistance with penalty removal:

The Company undertakes the Services assuming that the Client’s website is free from any Unsuitable Content and/or the Client’s website is not subject to any previous penalties by Google. In case during the implementation of the Services a penalty is imposed on the Client’s website, the Company shall in good faith provide its best efforts to assist the Client with the necessary means to remove the penalty. The Company shall provide such efforts as long as the present agreement is in place between the parties.

11.5 The Company shall make all reasonable efforts to implement further additional changes, amendments, updates and modifications to its Services in order to prevent any possible penalties to the Client’s website.

• Confidentiality

12.1 During the term of this agreement, and at all times thereafter, the parties agree that they will not disclose to others, use for their own benefit or for the benefit of anyone other than the other party, or otherwise appropriate or copy, any Confidential Information, except as required in the performance of its obligations under this agreement (this exception being capable of benefitting only the Company).

12.2 Each party will keep confidential the Confidential Information of the other party, and will not disclose that Confidential Information except as expressly permitted under the present agreement.

12.3 Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.

12.4 The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.

12.5 These obligations of confidentiality will not apply to Confidential Information that:

• has been published or is known to the public (other than as a result of a breach of the agreement);
• is required to be disclosed by law, or by an order (binding upon the relevant party) of a competent governmental authority or regulatory body.

12.6 The parties agree not to disclose the existence of the present relationship and the present agreement to any other party, except in the cases listed in Clause 12.5 above.

12.7 The Parties:

• shall consult with each other before making any public statements with respect to this agreement, even where such statements would not constitute a breach of the provisions relating to Confidential Information;
• shall not issue any such press release or make any such public statement without the prior consent of the other party, which consent shall not be unreasonably withheld or delayed;

except as required by law or a court order.

• Termination

13.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

• the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than [10] days after being notified in writing to make such payment;
• the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
• the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the IA 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
• a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
• an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
• the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
• a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
• the other party (being an individual) is the subject of a bankruptcy petition or order;
• a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
• the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

13.2 For the purposes of clause 13.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

• a substantial portion of this agreement; or
• any of the obligations set out in clause 5

over any two-month period during the term of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

13.3 Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 2 months’ written notice to the other party.

• Consequences of Termination

On expiry or termination of this agreement:

• all applicable licences granted to a party under this agreement shall terminate immediately;
• each party shall at the other party’s request, either promptly return or destroy all Confidential Information and/or materials belonging to the requesting party and connected with this agreement in its possession and issue a certificate of such return and/or destruction;
• the Client shall pay undisputed amounts that are due and payable to the Company.
• the accrued rights and liabilities of the parties as at termination shall survive and continue in full force and effect. Termination of this agreement shall not prejudice any of the parties’ rights and remedies which have accrued as at termination.
• On termination of this agreement, the following clauses shall continue in force:

Part 1

Part 2

Part 3:

Clause 1 Introduction and definitions

Clause 2 Structure of Agreement

Clause 3 Scope of Services

Clause 5 Payment of Charges

Clause 7 Intellectual Property and Licenses

Clause 8 Indemnity

Clause 9 Company’s warranties as to unsuitable content

Clause 10 Limitation and exclusion of liability

Clause 11 Warranties, representations and undertakings

Clause 12 Confidentiality

Clause 14 Consequences of termination

Clause 15 Notices

Clause 16 Governing law and jurisdiction

• Notices

15.1 Any notice or other communication given to or by a party under or in connection with this agreement shall be in writing and shall be delivered by hand or sent by recorded delivery pre-paid first-class post or other next working day delivery service with recorded receipt, to the receiving party’s registered address for the time being or sent by e-mail to the e-mail addresses for the parties contained in Part 1 of the Statement of Work applicable between them at the time, or where more than one Statement of Work is in place, the most recently dated one. The date of a Statement of Work for these purposes shall be the Start Date in Part 1 of the Statement of Work.

15.2 Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or if sent by e-mail, at the time of actual receipt.

• Governing law and jurisdiction

16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. The parties irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

16.2 While a Client’s address for service in any dispute or proceedings connected to this agreement is situated in a jurisdiction other than the BD, the Client shall indemnify the Company’s direct and indirect costs, charges and disbursements (including legal fees and costs) arising from its oversea situation.