Terms & Conditions – Rank Sherpa SEO Services
• Scamper Ltd • 24th October 2010
Definitions
“Client“ means the party to whom the Company provides the SEO Service.
“Company” means Scamper Ltd and its associates.
“Confidential Information” means in respect of the SEO Service all information, data or material of whatsoever nature in any form, which either party discloses to the other pursuant to this Contract including the SEO Plan. It shall not include any information and/or materials which:
(a) are in or enter into the public domain (other than as a result of disclosure by the receiving party or any third party to whom the receiving party disclosed such information);
(b) were already in the lawful possession of the receiving party prior to
the disclosure by the disclosing party;
(c) are subsequently obtained by the receiving party from a third party who is free to disclose them to the receiving party; or
(d) are required to be disclosed by law or regulatory authority.
“Contract” means these terms and conditions together with the SEO Plan. In the event of conflict these terms and conditions prevail over those in the SEO Plan.
“Guarantee” means the guarantee as more specifically set out in Clause 6 – the Company’s obligations.
“Intellectual Property Rights” means copyright, database rights, trademarks, designs, patents and/or know how.
“Keywords” means the Primary Keywords and the other secondary keywords per page chosen by the Client in relation to the SEO Services.
“Minimum Contract Period” means the minimum duration of the Contract to which the Client must subscribe as set out in the SEO Plan.
“Primary Keywords” means the keywords chosen by the Client to which the Guarantee relates (such number of Primary Keywords to be agreed between the Client and the Company at the start of the Contract).
“SEO Plans” means the plans advertised by the Company on the website relating to SEO Services and “SEO Plan” means one selected by the Client.
“SEO Service” means the search engine optimisation services as specified in the SEO Plans.
Interpretation
a) “including, include and in particular” or any similar expression shall mean including without limitation, or prejudice to the generality of any description, definition, term or phrase preceding that word.
b) In the case of any matter stated to be subject to the approval, opinion or consent of a person, save as otherwise stated such approval, opinion or consent may be given or withheld by such person acting in its sole unfettered discretion and the words approve, approval, opinion and consent shall be construed accordingly.
c) The Clause headings in these terms and conditions are inserted for convenience only and do not affect its interpretation.
d) Words in the singular include the plural, and vice versa, and the use of any gender shall include all genders. A reference to “writing” includes manuscript, letter or email.
e) A reference to a person includes a reference to a natural person, a firm, a partnership, a company, a corporation, an association, an organisation, a government, an authority, a state, a foundation, or a trust (in each case whether or not having separate legal personality).
f) If a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day.
1. The Contract
1.1 Without prejudice to Clause 3, Contract comes into existence upon acceptance by the Client of these terms and conditions which is deemed to take place upon the ticking by the Client of the box entitled “I have read, understood and accepted the terms and conditions” when signing up for an SEO Plan. Only changes agreed by both parties in writing are valid.
2. Payment of Fees
2.1 The Client undertakes to pay each payment specified on the SEO Plan on the payment dates specified in that SEO Plan and in the manner specified in the SEO Plan. Late payment shall entitle the Company to charge interest at a rate per annum of 5% above Bank of England Base Rate and to cease further work on behalf of the Client. For the avoidance of doubt late payment invalidates the Guarantee (as defined in Clause 6.2).
2.2 Where prices quoted in the SEO Plan refer to currency other than GBP the Client will pay for the SEO Services in the currency referred to in the SEO Plan.
3. Termination
3.1 Neither party may terminate the SEO Plan during the Minimum Contract Period save as set out in Clauses 3.2 and 3.3 below.
3.2 Either party may terminate the SEO Plan immediately for a material breach by the other which is not remedied within 30 days of written notice. For the avoidance of doubt material breach includes non payment, non provision of the SEO Service and non provision of information by the Client to enable the Company to provide the SEO Service.
3.3 The Company may terminate the SEO Plan during the Minimum Contract Period if, in its opinion, the Keywords chosen by the Client are unsuitable for the SEO Plan. In this situation, the Company shall refund any payments made by the Client in connection with the SEO Plan.
3.4 In the event that a Client and Company wish to continue the Contract beyond the Minimum Contract Period, either party may terminate the SEO Plan by giving the other party 10 working days notice (excluding weekends and bank holidays in the England). The Company shall refund the pro rata amount of payments received by it in advance which relate to a period paid for which is beyond the date upon which termination becomes effective.
4. Change, Delay and Cancellation
4.1 Client hereby agrees to pay the Company for any changes requested by it to the SEO Service at standard rates of the Company.
4.2 If materials are required from the Client for the Company to deliver the SEO Service these will be delivered promptly to the Company. If not delivered promptly this may cause delays and additional costs and expenses, which the Client agrees to pay for (if reasonable).
5. Subcontracting
5.1 The Company may use third party subcontractors as necessary in delivering the SEO Service.
6. Company’s Obligations
6.1 The Company warrants that it shall use reasonable skill and care in providing the SEO Service as set out in the SEO Plans.
6.2 Subject to these terms and conditions, the Company guarantees that it will get the Client’s website into the top ten results of either www.google.com or www.google.co.uk (as specified by the Client when signing up to the SEO Plan online) using each of the Client’s Primary Keywords within the number of months specified on the SEO Plan (the “Guarantee”). For the avoidance of doubt the period to which the Guarantee applies shall commence within 1 working day of receipt by the Company from the Client of the Primary Keywords and shall cease after the number of months specified on the SEO Plan (the “Guarantee Period”). The Guarantee shall be deemed to be fulfilled if the Client’s website reaches the top ten results of either www.google.com or www.google.co.uk (as specified by the Client when signing up to the SEO Plan online), using the Client’s Primary Keywords based on the highest recorded ranking (based on the Company’s tracking) during the Guarantee Period. If the Company does not fulfil this Guarantee, it shall return all monthly fees paid by the Client relating to the SEO Services as set out in the SEO Plan, without prejudice to Clause 10 – Limits and Exclusions of Liability. For the avoidance of doubt any fees relating to the building of a website shall not be refundable in this instance as they do not relate to the SEO Services. The Company has the right to cancel the Guarantee if for any reason the Client’s website is suspended or de-indexed during the Guarantee Period. The Guarantee does not apply to search engines other than www.google.com or www.google.co.uk or Keywords other than Primary Keywords.
6.3 The Company disclaims all other warranties, either express or implied, including warranties for merchant-ability, and fitness for a particular purpose, save for those which may not be excluded by UK statute.
7. Obligations of the Client
7.1 The Client undertakes to comply with the “Webmaster Guidelines” [insert link] at all times throughout the duration of the Guarantee. Failure to do so shall invalidate the Guarantee as set out in Clause 6.2.
7.2 The Client must fulfil its payment obligations within the time frames set out in Clause 2 and the SEO Plan and time shall be of essence in this respect. Failure to comply with this Clause shall entitle the Company to cancel the Guarantee as set out in Clause 6.2.
7.3 The Client undertakes to provide the Company with its chosen Primary Keywords within 1 month of signing up to the SEO Plan a nd the two search engines to be used (one of which must be www.google.com or www.google.co.uk, and the other chosen from the list provided to the Client by the Company). Failure to do this shall entitle the Company to cancel the Guarantee set out in Clause 6.2, at its discretion.
7.4 The Client shall approve the chosen Keywords to be used for the SEO Service within the same time frame of 1 month of signing up to the SEO Plan (where the Company has submitted suggested such Keywords).
7.5 The Client undertakes to notify the Company which Keywords relate to which page of the Client’s website. Failure to do so shall invalidate the Guarantee.
8. Confidentiality
8.1 The receiving party agrees that it shall (a) use the Confidential Information only to fulfil its obligations pursuant to this Contract; (b) treat all Confidential Information of the disclosing party as secret and confidential and shall not copy or disclose any such Confidential Information to any third party; (c) not, without the express written consent of the disclosing party, disclose the Confidential Information or any part of it to any person except to the receiving party’s directors, employees, or agreed subcontractors, who need access to such Confidential Information for use in connection with the Services and who are bound by appropriate confidentiality and non-use obligations; and (d) comply promptly with any written request from the disclosing party to destroy or return any of the disclosing party’s Confidential Information (and all copies, summaries and extracts of such Confidential Information) then in the receiving party’s power or possession.
9. Data Protection
9.1 Any personal information the Company requests from the Client will be safeguarded under the Data Protection Act 1998. This Act regulates the processing of information relating to individuals, including the holding, use or disclosure of such information. The Company may use the information the Client provides to communicate with the Client. The Client will not receive any other information from the Company as a result of supplying the Company with personal data unless it opts to do so. The Company will not pass information about the Client onto any third parties, save for its sub-contractors in relation to the SEO Service.
10. Limits and Exclusions of Liability
10.1 Unless otherwise agreed by a letter which is executed by both parties, the Company’s liability for any claims, demands, damages, costs (including legal costs) and expenses resulting from any tortuous act or omission, and/or breach of the terms and conditions set out in the Contract is strictly limited to the amount of any fees received by the Company in respect of the specific SEO Service which is the subject of the potential claim.
10.2 Neither party shall be liable for the other’s loss of profits, loss of turnover, loss of data, loss of business opportunities, or consequential loss.
10.3 Liability is not excluded for (a) fraudulent misrepresentations, or (b) death or personal injury caused by the negligence of either party.
10.4 The Company shall not be liable for any loss howsoever arising from or in connection with the Client’s interpretation of the results of the provision of the SEO Services.
10.5 For the avoidance of doubt, the Company shall not be liable for any negative rankings or for any failure by the Client to generate income out of its ranking.
11. Miscellaneous
11.1 The obligations set out in clauses 2, 4, 8, 9, 10 and 11 shall survive termination.
11.2 Any notice to the Company given hereunder shall be by email to [insert] with a copy sent to [insert address]. Any notice given to the Client hereunder shall be by email to the address provided by the Client when signing up for an SEO Plan with a copy sent to the postal address specified on the sign in.
11.3 The Company shall not be liable for failure to perform its obligations hereunder due to, fires, storms, riots, strikes, disease, shortages of materials, lock-outs, wars, key employees, not being available to perform the Services through death, illness or departure from the Company, floods, civil disturbances, terrorism, Governmental control, restriction or
prohibition whether local or national.
11.4 The invalidity or unenforceability of any part of this Contract shall not affect the other provisions of this Contract.
11.5 No term of this Contract shall be enforceable by a third party and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
11.6 The law of England and Wales governs this Contract and in the event of a dispute the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.