Terms and Conditions of Business
Terms and Conditions of Business
Version One 02.02.2012
Fresh Generation UK Ltd, trading as SEO Next
The Sharp Project,
Company Number: 06977741
VAT No: 985009988
These Terms will apply to any contract between us for the supply of services to you (Agreement). We will provide or arrange for Services to be provided to you in accordance with and on condition that you comply with these Terms. For the purposes of these Terms “Services” shall mean our Standard Services set out below, any Bespoke Services and any Additional Services we agree to provide to you. Any quotation given by us will be subject to these Terms. However, when you submit a quotation request or complete our online forms, this does not mean we have accepted your order for Services. The order shall only be deemed to be accepted when we issue written acceptance of the order and confirmation of the fees for our Services (Fees) at which point and on which date the Contract shall come into existence (Commencement Date). Please read these Terms carefully and make sure that you understand them, before ordering any Services from us. You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time. Whenever we revise these Terms we will keep you informed and give you notice of this by stating that these Terms have been amended and the relevant date at the top of this page. Every time you order Services from us, the Terms in force at that time will apply to the Agreement between you and us.
AGREEMENT TO PROVIDE SERVICES
This Agreement constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us that is not set out in this Agreement. Any descriptive matter or advertising we issue, and any descriptions or illustrations contained in our website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or any other contract between us for the supply of the Services.
These provisions apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
In consideration for your payment of the Fees, we will provide the Services in all material respects in accordance with this Agreement with reasonable skill and care. However, you acknowledge and accept that we do not have any direct control over third parties (for example, without limitation, search engines, and affiliate networks).
We reserve the right to increase our Fee for Standard Services and Bespoke Services, provided that our charges cannot be increased more than once in any Subsequent Period. Fees for Additional Services may be altered from time to time. We will give you written notice not less than 30 days before the proposed date of the increase. If the proposed increase is not acceptable to you, you must notify us in writing within 14 days of the date of our notice, and the Agreement will then terminate without limiting our other rights or remedies.
You will provide, at your own expense, all documentation, software, images, written works or other materials and information (“Materials“) reasonably required by us to provide the Services and you warrant that you have obtained all necessary consents and licences to provide us with the same.
You also warrant that if the Materials which you supply to us contain personal data, such data will have been collected, stored and processed at all times in accordance with the terms of the Data Protection Act 1998.
You also warrant that no third party will provide services which are substantially the same as the Services to you during the term of this Agreement.
You agree to pay the Fees in accordance with our Payment Terms. You will pay our invoices in full on or before the agreed dates by standing order, cheque, bank transfer or PayPal. Unless we agree otherwise, the payment is schedule is one month’s amount of Fees paid in advance for an on-going Standard SEO Service.
Our invoices must be paid in full on or before the due date by standing order, cheque, bank transfer or PayPal.
For Standard Services, Fees are payable monthly in advance. For Bespoke Services or Additional Services, 50% of the Fee is payable in advance, and the remainder must be paid on completion of the delivery of the Service or as agreed otherwise.
If any sum is not received by us by the relevant due date, we reserve the right to suspend the Services and/or to charge interest at the rate of 8% per annum above the base rate from time to time of Barclays Bank PLC. Such interest shall accrue on a daily basis, be compounded quarterly and shall be payable on demand.
All amounts payable under this Agreement are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Agreement, you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
You shall pay all amounts due under this Agreement in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
We shall provide the Standard Services and any Bespoke Services from the Commencement Date for an agreed initial period (“Initial Period“). After the expiry of the Initial Period, this Agreement will automatically renew for further 12 month periods (“Subsequent Periods”), unless and until terminated by either party in accordance with the following provisions. We shall provide any Additional Services as may be agreed and confirmed by us in writing from time to time.
Either party may terminate this Agreement by serving at least one month’s written notice to the other, to be effective upon the expiry of the Initial Period or (if that has already expired) the expiry of the Subsequent Period that is current at the time that the written notice period expires.
Without prejudice to any other rights or remedies which either party may have against the other for breach or non-performance of any of the terms of this Agreement, either party may terminate this Agreement with immediate effect by written notice to the other party in the event that:
(1) the other party fails to pay any of sum due under this Agreement within 30 days of the sum falling due; or
(2) the other party materially fails to perform or comply with any of the obligations under this Agreement and fails to rectify
that breach within 7 days of being given notice to do so; or
(3) the other party is found to be in breach of its warranties given in this Agreement; or
(4) if the other party enters into liquidation, bankruptcy or other insolvency procedure, whether compulsorily or voluntarily,
other than for the purposes of reconstruction or amalgamation; or
(5) if an assignee is appointed for the benefit of the other party’s creditors or of a receiver or the other party suspends any
payment of its debts or if any similar situation arises.
Without restricting our rights under this Agreement, we may, at any time on giving notice to you, suspend the provision of the Services with immediate effect if you are in breach of any term of this Agreement.
Consequences of Termination:
Termination of this Agreement for any reason, shall not affect any accrued rights or liabilities of either party under this Agreement nor the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into, or continue, in force on or after termination.
Upon termination of this Agreement for whatever reason you will immediately pay to us:
(1) all outstanding Fees for the Services performed and/or provided up to the date of termination; and
(2) if this Agreement is terminated (other than as a result of our breach or insolvency), any other sums which would have
been due to us had the Agreement run for the Initial Period and all Subsequent Periods that would have applied to the Agreement until proper notice had been given and we had proffered and/or provided the Services for the duration.
You hereby indemnify us in respect of any costs and expenses incurred by us (including, without limitation, all legal costs, solicitors’ fees, Court fees and bailiffs fees) in seeking to recover and/or recovering the sums due to us in accordance with this Agreement.
Upon termination of this Agreement or in the event that a third party is to take over the management of the Services (or any of them) we reserve the right not to transfer any accounts which may be held with third parties and which are used in the provision of the Services to either you or any third party nor to permit you or any third party to have access to such accounts until all sums owing under this Agreement have been received by us in full.
Upon termination of this Agreement, provided all sums owing to us under this Agreement have been paid to us in full, we will return all Materials supplied by you to us and provide you with a list of the words, phrases and terms that have generated “clicks” (if any) we have used to provide the Services (“Keywords“).
Intellectual Property Rights (“IPR”):
All IPR existing prior to the Commencement Date shall belong to the party that owned such rights immediately prior to that date.
Other than as expressly set out in this Agreement neither party will gain by virtue of this Agreement any rights of ownership of or in any IPR owned by the other.
You hereby grant to us an irrevocable, world-wide, royalty free licence for the duration of this Agreement to use any IPR belonging to you including those contained or referred to in the Materials for the provision of the Services.
All IPR and/or Keywords, Ad Texts, Copy Creation, Sitemap Creation XML & HTML, XML Feed Creation, Banner Designs, One Way Links, Web Coding & PPC Accounts relating to Google, Yahoo!, MSN & Miva and any other accounts set up (if any) used to provide the Services created by us in the provision of the Services shall belong to us.
You warrant that the Materials used by us will not infringe the IPR or any other rights of any other person and you agree to indemnify us and hold us fully harmless for any breach of this warranty.
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. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.
This provision shall survive termination of the Agreement.
Limitation of Liability:
Notwithstanding any other provision of these terms, our liability to you under or in connection with this Agreement shall not be excluded or reduced to the extent that it arises in respect of the following matters:
(a) for death or personal injury caused by negligence;
(b) for fraud or fraudulent misrepresentation;
(c) for any other matter which it would be unlawful for us to exclude or limit or attempt to exclude or limit liability.
Except as set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
We shall not have any liability in respect of Google, Yahoo, Bing or other search engines, if an algorithm change is made and has an impact on our work (or) due to work carried out by a previous or current search engine optimisation suppliers.
We shall not have any liability to you (howsoever arising, including liability in tort) under or in connection with this Agreement, including in relation to and in respect of the provision of the Service or our inability to provide the Service, for any loss of profits or anticipated savings, loss of revenue, loss of or damage to reputation or goodwill, loss of opportunity, wasted management or other staff time, losses or liabilities under or in relation to any other contract, loss of any software or data, loss of use of hardware, software or data; (in each case whether direct, indirect, special and/or consequential loss or damage) or for any other indirect, consequential and/or special loss or damage.
We expressly exclude our liability (howsoever arising, including liability in tort) under or in connection with this Agreement for any loss or damage (whether direct, indirect, consequential and/or special) arising from or in connection with or in respect of any incorrect, misleading or incomplete information which you provide to us, any Materials which you supply to us or any act or omission of a third party over whom we have no control.
Our total liability to you in contract, tort (including negligence and breach of statutory duty), misrepresentation, and/or otherwise howsoever arising under or in connection with this Agreement and/or the provision of the Services shall be limited to 110% of the Fee paid to us by you for the provision of the Services during the year in which the event took place that gave rise to such liability.
Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax or email to the other party’s main fax number or email address set out above.
Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax or email, on the next business day after transmission.
This provision shall not apply to the service of any proceedings or other documents in any legal action.
We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of its obligations under this Agreement to any third party or agent.
You shall not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
A waiver of any right under this Agreement 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 this Agreement 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 this Agreement are cumulative and do not exclude rights provided by law.
A person who is not a party to this Agreement shall not have any rights under or in connection with it.
Any variation, including the introduction of any additional terms and conditions, to this Agreement, shall only be binding when agreed in writing and signed by us.
This Agreement is subject to the law of England and Wales, and all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the English courts.
Standard Service Description
Our Services shall consist of setting up your online search engine optimization campaign, including the creation of your accounts, keyword research and link building, setting up the details in an excel spreadsheet. We will provide you with a copy of the spreadsheet for your approval.
We will then implement the campaign for your chosen search network(s) and make any technical amendments as recommended by us relating to the Services.
We will provide maintenance and management of the campaign by providing support by phone and email between 9am and 5pm, Monday to Friday (other than Bank Holidays).
We will provide monthly reports showing a summary of links built in the previous month.
Bespoke and Additional Services
A description of services for Bespoke Services and any Additional Services will be agreed with you in writing either through written recommendation, project plans, monthly reports, proposals, email communication and/or any other method agreed in writing between us.
For more information or to request
a quote please ring us today on
Give us a call 0845 539 0642