Search Logic Plc Terms and Conditions

1.1 The construction, validity and performance of these Terms and Conditions will be governed by English law and the Parties submit to the exclusive jurisdiction of the English courts to resolve any dispute between them.

1.2 A person who is not a Party to the Agreement has no right to enforce any Clause of the Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise and neither Party may declare itself trustee of the rights under it for the benefit of any third party.

1.3 Nothing in these Terms and Conditions constitutes the Parties as legal partners, joint ventures or co-owners or constitutes either Party as the agent, employee or representative of the other or empowers either party to act for, bind or otherwise create or assume any obligation on behalf of the other and neither Party will hold itself out as having authority to do the same.

1.4 The Client shall comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Search Logic’s Services, including without limitation its obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998 and E-commerce Directive and equivalent legislation;

1.5 The client warrants to Search Logic at all times that the material included in the Web Site without limitation: (a) is not in breach of the Intellectual Property rights of any third party; (b) is not obscene within the definition of the Obscene Publications Act 1959 or any other relevant provision, statute; (c )is not in breach of any code or provision of statute or common law or otherwise in force from time to time in relation to Advertising of Goods or Services; (d) contains no element of corporative advertising which is in breach of the Control of Misleading Advertisements (Amendment) Regulations 2000; (e) is not in breach of the Defamation Act 1996 or any other relevant provision; (f) does not contain any misleading price comparison in breach of Consumer Protection Act .

1.6 These Terms and Conditions and any documents to which they refers contain the entire understanding of the Parties relating to the Service or Goods whether correct or incorrect, unless such incorrect statement was made fraudulently, and supersede any prior agreement, understanding, arrangement, advice given or statement made between the Parties whether oral or in writing.

1.7 Any provisions of these Terms and Conditions that are either expressed to survive or considered by their nature or context to survive their Termination will remain in full force and effect after Termination.

1.8 Search Logic reserves the right to modify these terms and conditions at any time by posting revised terms and conditions on this web site.

1.9 Every effort is made by Search Logic to ensure that information presented by the service is accurate. Search Logic, its agents, representatives or employees cannot accept any liability arising as a result of incorrect information being provided by you.

1.2. TERMS AND CONDITIONS - ORDERS

1.2 All prices quoted in a Proposal are valid for 30 days only or until earlier confirmation by the Client after which time they may be altered by Search Logic without giving notice to the Client save that where any prices contained within the Proposal (in whole or part) relate to a third party service provision then these prices are accurate at the date the Proposal is given but may be subject to slight variations thereafter.

1.3 These terms and conditions together with a signed sales order will form a binding contract between the Client and Search Logic plc (Search Logic) which shall constitute the entire agreement between the Client and Search Logic and apply to any trading agreement or other contract or arrangement between the Client and Search Logic.

1.4 These terms apply to the exclusion of all other terms or conditions of contract the Client may propose and shall not be varied unless agreed in writing, signed by Search Logic.

1.5 You may request us to supply Services by completing and forwarding an Order Form to us or by signing a written Agreement that we have prepared. Such a request is deemed your acceptance of these Terms and Conditions and we, at our discretion, may accept your request by providing the Service under the provisions of the Agreement and raising a first invoice for the Service or by countersigning the written Agreement.

2. TERMS AND CONDITIONS - SERVICES

2.1 We will use our reasonable endeavours to activate the Service at Commencement but where we depend on another provider and/or there are technical or other reasons beyond our control we will notify you of a later Activation date. If you change your requirements for the Service or if we or our subcontractors or suppliers are unavoidably delayed for whatever reason in installing the Service before it is activated such Activation date will no longer apply and we will notify you of a revised date. Except as otherwise stated in the Agreement we will have no liability for any failure to meet any Activation or delivery date for whatever reason.

2.2 The Service is solely for your use and you agree not to resell, lease or allow use of the Service by any third party unless it is under the terms of a Partner agreement or you otherwise have our prior written consent.

2.3 Your use of the Service is deemed to be your acceptance of all Licences relating to the Service.

2.4 We have the right and you give us full authority to select, change or remove our service providers at any time without consulting you.

2.5 We reserve the right to investigate your credit history and make enquiries into your principal directors through a credit reference agency who will keep a record of any search and may share that information with other businesses. You acknowledge that we may decline the Order Form or the option for you to pay in monthly instalments based on the results of such an investigation.

2.6 We reserve the right to subcontract part or all of our obligations under the Agreement.

2.7 This Agreement shall not give rise to any exclusive relationship and nothing in this Agreement shall prevent Search Logic acting for or providing works the same or similar to the Works to any third party.

2.2. PAYMENT

2.2.1 Unless specified otherwise in the Agreement or on the invoice all Charges must be paid at or before the beginning of the respective period of Service except that usage Charges are payable on invoice in arrears of the respective usage period.

2.2.2 All invoices are payable on 7 days net terms.

2.2.3 Except for the Sale of Goods all Services are invoiced for the standard Charge in equal amounts and for the variable Charge if applicable at roughly equal intervals whether weekly, monthly, annual or otherwise, beginning when the Service is Activated which is at Commencement unless we advise you otherwise. You agree to pay all invoices raised by the due date whether disputed or not and whether raised or due before Termination or not. If you fail to pay any Charges due under the Agreement by the due date we will deem such failure to be a ´material breach´ of the Agreement and we reserve the right to suspend the Service until we receive payment.

2.2.4 If you are overdue with any payments, you agree to pay us· £15 for each related correspondence and our solicitors´ and court fees and interest on all monies outstanding in accordance with the Late Payment of Commercial Debts Regulations 2002.

2.2.5 If any outstanding invoices remain unpaid for a period of 60 days or more they will be passed through to a debt collection agency and any fees incurred as a result of passing the debt through will be liable to be paid by you, the client. These additional fees will be invoiced directly to you and payable on 7 day net terms.

2.2.6 Unless otherwise stated in the Order Form or Price List, all Charges are exclusive of VAT and any other applicable purchase tax, import, and all other duties.

2.2.7 Where we hold your credit card or debit card details or a direct debit mandate for a Service we will take subsequent payments via such method when due according to the current Price List and signed order form. If we are unable to take payment via such method for any reason we will inform you in writing and you agree to pay the invoice within 7 days by other means and to reinstate your arrangement to pay by credit card, debit card or direct debit.

2.2.8 If our supplier either ceases to provide a service such that we must change suppliers or increases the price of a service you acknowledge that we may increase the price of the corresponding Service accordingly with at least 30 days notice.

2.2.9 If you choose to pay by direct debit you must return the completed mandate to us before any work commences on the services purchased.

2.2.10 You acknowledge that all direct debit transactions will be billed at a minimum of £5.

2.2.11 If you choose to pay by direct debit and for any reason your direct debit fails or is cancelled and we cannot take payment you agree to make the payment in full by an alternative method within 7 days and you may then continue to pay via direct debit. If you do not pay within this 7 day period we retain the right to pursue payment through our normal processes and retract your right to pay by direct debit in the future. In addition we will suspend your services until full payment has been made.

2.2.12 Search Logic may charge additional Fees in accordance with its then prevailing rates:

2.2.12.1 In the event of delays or additional works caused or required by the Client including its failure to provide Search Logic with such information, Materials, instructions, media or approvals, as are reasonably required for the supply of the Service, properly and / or on time;

2.2.12.2 In the event of changes to the cost of labour, materials, services and other circumstances outside of Search Logic's reasonable control. In the event that Client requires the supply of Works, goods and services in addition to those described in the Order Form or any variations to the Service.

2.2.13 If Client requires any change or alteration to the Service (Change), Search Logic and Client shall, prior to such change being effective or implemented, agree:

2.2.13.1 The nature of the Change;

2.2.13.2 The procedures for implementation of such Change; and

2.2.13.3 The variation to the Fees.

2.2.14 Until any Change is formally agreed between the Client and Search Logic, Search Logic will continue to perform and be paid for the Service as if the Change had not been proposed, unless otherwise requested by the Client.

2.2.15 Where relevant, all and any Changes to the Service shall be reflected and accompanied by appropriate amendments to the Proposal and Fees.

2.2.16 In the event that the Service include pay-per-click (PPC) or other search engine placement services which require payments to third parties and are agreed with the Client prior to their implementation, the Client shall reimburse and indemnify Search Logic for any out of pocket expenses incurred by Search Logic in supplying the same.

2.2.17 The client understands and accepts that Search Logic plc will hold the client’s credit card details on file as this information is contained on the signed order form, however this information will not be used without the prior consent of the client for any future payments after the initial fees or deposit amount have been deducted.

2.3. CANCELLATION

2.3.1 In accordance with the Consumer Protection (Distance Selling) Regulations 2000 Sections 8(3) and 13(1)(a) you may not Cancel the Agreement after Commencement unless stated otherwise in the Agreement.

2.4. COMMENCEMENT, TERMINATION AND SUSPENSION

2.4.1 Except as stated otherwise in the Agreement, the Agreement will be continuous from Commencement until the end of the billing period following expiry of the notice of Termination. The Agreement may be Terminated without reason or liability by either Party by providing the required written notice. You accept that if you Terminate the Agreement we will not refund any payments made or waive any invoices raised either in whole or in part.

2.4.2 Either Party may Terminate the Agreement or the Service provided under it without liability by 24 hours notice to the other if the other Party·

2.4.2.1 Commits a material breach of the Agreement or fails to remedy a breach within a reasonable time of being asked in writing to do so; or

2.4.2.2 Passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court makes an order to that effect; or

2.4.2.3 Ceases to carry on its business; or

2.4.2.4 Is declared insolvent, or convenes a meeting of its creditors or makes any arrangement or composition with its creditors; or a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

2.4.2.5 If we Terminate the Agreement for any such reasons we may Charge you for any costs we incur in disconnecting the Service.

2.4.3 You acknowledge that we, or our supplier or subcontractor, may suspend the Service with or without prior notice and without liability on our part:

2.4.3.1 for operational reasons including carrying out Work or maintaining or upgrading the Service or our or our suppliers systems; or

2.4.3.2 To comply with an order, instruction, or request of an emergency service, law enforcement agency, court of law or other competent authority; or·

2.4.3.3 If you fail or the Reseller fails to pay any Charges due under the Agreement by the date specified on the invoice; or

2.4.3.4 If we reasonably suspect that you or the Reseller are in breach of these Terms and Conditions or that any equipment, whether yours, ours or that of our other customers, is at imminent risk of damage.

2.4.4 On Termination for any reason you agree to pay in full on demand any amounts owing for the Service whether or not payment is due.

2.4.5 On Termination for any reason you agree to allow Search Logic to use any payment on account or deposit amount that you have previously paid to Search Logic to be allocated against any outstanding invoices on your account, regardless of which service the invoice relates to.

2.4.6 On Termination for any reason each Party will, on request, promptly return any documents or papers relating to the business of the other Party (including any of the other Parties Confidential Information) which it then has in its possession or control.

2.4.7 Termination for whatever reason will not affect any right of action or remedy by either Party arising prior to such Termination.

2.4.8 You agree to provide all such information or other items as are reasonably required by us to provide the Services in accordance with the Agreement.

2.4.9 You agree to inform us immediately of any changes to your business or contact details and we will not be liable for any disruption in the Service resulting from your failure to inform us.

2.4.9 During the course of this Agreement and for a period of 12 months afterwards, the Client shall not solicit the staff of Search Logic or entice them to transfer their employment or services.

3. CLIENT

3.1 Client will co-operate with and act in good faith towards Search Logic and, on request, undertake such acts and provide such source materials (including those listed in the Sales Order or other communication) (“Materials”) as Search Logic are to incorporate into the Service, or as Search Logic require to carry out its obligations hereunder.

3.2 In the event that the Client does not undertake those acts or provide those Materials required under clause 3.1 above within a reasonable time (and at least within 3 months) of being requested to do so, including without limitation carrying out any changes, modifications or optimisations to Client’s web site or other Materials as requested, recommended or required by Search Logic, Search Logic shall be entitled to invoice and be paid for the remaining Service as if Client had done so whether such are provided or not.

3.3 The Client accepts that there is a period of 10 days receipt of any monthly SEO, PPC, Link Building progress reports, Content pieces including but not limited to Articles, Press Releases, Directory Submissions, Product Directory Submissions, Forum Postings, Blog Articles, and On-page website content, and web design deliverables in which to raise any queries relating to the services delivered. Should no query be raised then Search Logic deems the work to have been approved in full by the client and this work will not be revisited at any stage in the future for any amendment.

3.4 You agree not to use any abusive, offensive, threatening, discriminatory or harassing language in verbal or written communication with us or our representatives. After reasonable warning we may terminate any dialogue subject to such language and will not be liable for any losses you incur as a result of such termination.

3.5 You warrant that you are at least 18 years old, that you have full authority to execute this Agreement and perform its obligations which are legal and binding and that all information which you have provided or will provide to us or the Reseller in performing such obligations is or will be true and complete.

3.6 We reserve the right regularly to send and you agree to accept and read email addressed to ´postmaster´ at your email address utilising your domain name(s), for example postmaster@mybusiness.co.uk. You accept that we may take action which impacts your Service on the assumption that you have read such email.

4. INTELLECTUAL PROPERTY RIGHTS / CONFIDENTIALITY

4.1 All copyright, design right, registered designs, trade marks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature world wide whether registered or not of whatever nature in material devised, created or commissioned by Search Logic, in supplying the Service and under this Agreement will vest in and belong to Search Logic unless otherwise agreed and specified in writing on the Sales Order or otherwise and signed by both Parties.

4.2 In consideration of and upon payment of the Fees in full, Client shall have the Rights of Use set out in the Sales Order which rights shall take effect on receipt by Search Logic of the Fees. Where no such rights are specified the Client is granted a non-exclusive licence to use the Works for the Purpose described in the Sales Order, Proposal or other Works documentation. Rights of Use shall be extended only with the consent of Search Logic and payment of additional fees.

4.3 The Client grants Search Logic a non-exclusive royalty free licence to use the Materials for all purposes relating to this Agreement and warrants that it has obtained and is fully entitled to grant Search Logic these rights and that the Materials are free of racist, defamatory, obscene and other legally restricted material.

4.4 The Client undertakes that it will keep secret and confidential the terms of this Agreement and any information supplied by Search Logic in connection with this Agreement or the business of Search Logic (including the Proposal) and the Works and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without Search Logic’s prior written consent PROVIDED THAT this Clause shall not extend to information which was and can be shown to be rightfully in the possession of the Client prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this Clause);

4.5 The Client undertakes to Search Logic to indemnify and hold harmless Search Logic in full and defend at its own expense Search Logic against all costs, damages and losses incurred by Search Logic arising out of its use of the Materials or breach by Client of this clause 5.

4.6 The Client shall not modify, adapt or translate the Works except with the prior written consent of Search Logic or as otherwise permitted by law where all modifications, adaptations, translations shall belong to and vest in Search Logic unless otherwise agreed and specified in writing on the Sales Order.

4.7 Search Logic warrants that it will use reasonable efforts to ensure that the Works do not infringe the copyright of any third party.

5. INSPECTION / ACCEPTANCE / REQUESTED AMENDMENTS OR MODIFICATIONS

5.1 The Client shall inspect the Works regularly and shall inform Search Logic within 10 days of receiving monthly progress reports, content pieces or web design deliverables if it wishes to reject any part of the Works because such do not comply with the Proposal or are defective in material and workmanship.

5.2 If the Works do not comply with the Proposal or are defective in material and workmanship Search Logic‘s liability shall be limited to correcting such defects within a reasonable time.

5.3 The Client shall only be entitled to reject the Works because such do not comply with the Proposal or are defective in material and workmanship and if they are not rejected within 10 days of delivery then the Client shall be deemed to accept the Works. Rejection without good reason shall be deemed a breach of these terms.

5.4 If the Client desires to amend modify, enhance or change any part of the Proposal any time during the term of the Contract the Client shall send to Search Logic a request giving details of the proposed changes, modifications, enhancements or amendments (as appropriate). Search Logic shall then notify the Client by way of a change control note setting out the terms upon which it will implement the amendments, modifications, enhancements or changes (as appropriate) and the additional charge.

5.5 If the parties agree a change control note it shall be treated as an amendment to this Contract. A change control note shall be of no effect unless agreed in writing which for the purposes of this clause only shall be satisfied if by electronic communication the Client sends and Search Logic receives a message agreeing the conditions proposed by Search Logic in the change control note to carry out the required amendment, modification, enhancement or change (as appropriate).

6. LIABILITY AND WARRANTY

6.1 Subject to Clause 6.2 below, Search Logic’s liability for any loss or damage direct or otherwise and howsoever caused whether in tort (including negligence) or contract or otherwise shall not exceed the amount invoiced by Search Logic to the Client hereunder.

6.2 Search Logic shall not be liable to the Client for any consequential loss or damage.

6.3 Search Logic shall not be liable to the client for any works delivered that have not been queried within 10 days of delivery.

6.4 When instructions or advice are given or received orally by Search Logic, Search Logic shall have no liability to Client for any misunderstanding or misrepresentation which may arise in relation thereto except in relation to fraudulent misrepresentations.

6.5 Search Logic shall have no liability to the Client in respect of the Materials. On completion of the Works the Client agrees to collect the Materials within 2 months of completion of the works, failing which, Search Logic may dispose of them on giving the Client 14 days notice.

6.6 Search Logic’s liability shall be limited to using reasonable skill and care in the supply of the Service. In particular Search Logic shall not, except in the case of gross negligence and wilful or deliberate act, be liable for:

6.6.1 any loss or damage caused by it being given access to the Client’s computer systems (which shall only be required where necessary) including without limitation any remote servers to which it has access or stores data or any unauthorised access to or use of the same including without limitation for any misuse of any passwords, logins or accounts of the Client,

6.6.2 any interference in or modification of the Service or the Client’s web site by the Client or any third party or the consequences thereof, remedy of which shall be as a Change.

6.6.3 any action rising, directly or indirectly, as a result of use of content as reference material.

6.6.4 Search Logic undertakes to provide the Service with reasonable skill and care, however Search Logic cannot give any warranty or representation as to positions within search engines or page rank scores due to the operation of such being out of its control. Search Logic cannot be held responsible for any changes to search engine ranking algorithms which may deliver a detrimental impact on existing clients online marketing results. Search Logic will endeavour to keep abreast of industry changes and change their services accordingly.

6.6.5 Information provided by you, the client, for the purpose of producing work on your behalf, must not knowingly breach any law or regulations or infringe upon or violate the copyright, trademark or other proprietary rights. Information should not be of a confidential nature relating to any third party or violate any right of privacy. You agree to indemnify Search Logic, any employees and agents, from any and all liability, damages, losses, claims, actions, judgments, and costs arising as a result of infringement upon a third party's rights.

7. WEBSITE USAGE

7.1 We want you to enjoy your visit to www.searchlogic.com, but you need to be aware that the following Terms & Conditions govern your access to this Search Logic plc web site.

7.2 General - Although we try to keep our web site up to date, complete and accurate, we make no guarantee or warranty of any kind in this respect, nor do we guarantee that the website is compatible with your hardware and software.

7.3 Without prejudice to your statutory rights the site and all information, text, names, images, pictures, logos, links and icons and other materials (without limitation) are provided 'AS IS' and on an 'IS AVAILABLE' basis without representation warranty or endorsement, express or implied. In particular, we do not warrant or represent the accuracy or completeness of information provided on this site nor do we guarantee that use of this site will be uninterrupted or error-free, or that the site and its servers are free of computer viruses or bugs.

7.4 In no event will Search Logic be liable to any person for any damage or loss that may arise from the use of any information contained in our site or products advertised on our site, including, without limitation, indirect or consequential damages, or any damages whatsoever arising from use or loss of use, data, or profits, whether in action of contract, negligence or other tortuous action, arising out of or in connection with the use of the site.

7.5 Search Logic reserves the right to change any of its terms and conditions at any time, so you should check these Terms & conditions each time that you access the site.

7.6 If you do not accept these Terms & Conditions in full, you must stop using this website immediately.

8. COPYRIGHT

8.1 All rights, including copyright and database right, in the Search Logic website and its contents, are owned by or licensed to Search Logic, or otherwise used by Search Logic as permitted by applicable law or the copyright holder. You may not copy, reproduce, republish, download, post, broadcast or transmit any text, images, graphic, logo, button, icon, image and their selection and arrangement thereof, and any underlying source code and software, for any commercial or public purpose without prior written permission from Search Logic or the copyright holder or in accordance with the Copyright, Designs and Patents Act 1988.

8.2 Search Logic reserves the right to use for its own purposes any material submitted to the site, including text and images, either on the site or in any other form, including for publicity purposes. Search Logic reserves the right to monitor submissions to the site and to edit or reject any submissions.

9.EXTERNAL LINKS

9.1 Search Logic Internet does not represent, warrant, endorse or hold responsibility over any external sites that may be linked to and from this site. Any external site that you visit by clicking through a link on this site is outside the control of Search Logic Internet and you visit entirely at your own risk.

10. SEARCH ENGINE OPTIMISATION (SEO)

10.1 Any SEO work that Search Logic undertakes may be detrimentally affected if the Client has:

10.1.1 Employed the services of another Search Engine Optimisation (SEO) Company to work on the web site at the same time

10.1.2 Employed the services of a Submission Company during the same period

10.1.3 Created any duplicate sites, duplicate content or pages, redirects or doorway pages

10.1.4 Requested or exchanged links with link farms or undertaken any spamming techniques which may harm the web site's ranking with Google or other Search Engines

10.1.5 Any other additional SEO or SEO related activity

10.2 To that effect Search Logic request that the client informs Search Logic in writing if any of the above has been undertaken either currently or prior to the appointing of Search Logic. If any such work has been undertaken Search Logic will not be held responsible for any agreed targets and in such circumstances Search Logic reserves the right to withdraw it’s obligations to the client.

10.3 It is agreed and understood that any activities undertaken by the Client (or by any third party on its behalf) which is in relation to or similar to the Service, including without limitation any modification of the Service or the Client’s web site or the use of or inclusion of any third party product or service which might relate to the Service shall interfere with the provision of the Service by Search Logic and affect the results, outcomes and positions in search engines. All such things should be discussed with Search Logic prior to implementation and Client shall not implement the same without the prior written consent of Search Logic. Remedy of such matters shall be dealt with by way of Change.

10.4 Search Logic may make void any campaign and any outstanding balance becomes payable should it be discovered that the client has participated in actions considered undesirable by the Search Engines, such as hidden links, links to link-farms, FFA link pages, redirect or cloaking techniques, submissions the web pages of the site to the search engines, search directories or other websites without the consent of Search Logic, use of automated web site submission software or automated reciprocal link programs.

10.5 No guarantees will be given as to a client’s site position in the search engines or to page rank scores as the search engines change their ranking algorithms on a regular basis. Additionally, both new sites and competitor sites may be being optimised and submitted everyday which may affect a client’s ranking status.

10.6 Search Logic does not guarantee the quality or page rank status of any links delivered as part of an SEO campaign as these are sourced on a best endeavours basis.

10.7 Where Search Engines require subscriptions in order to be registered these costs are the responsibility of the client unless otherwise stated in writing in the agreement or as published as part of the campaign that has been purchased.

10.7.1 Where registration fees are required Search Logic will register the clients URL with the directories used by the major search engines. The client will be responsible for these fees unless stated in writing in the agreement or as published as part of the campaign that has been purchased.

10.8 The Client grants authority to submit the web site pages being promoted to search engines and directories.

10.9 Search Logic will have the ability to optimise the structure and content of clients’ web pages. Such changes generally have a minimal visual impact. Search Logic will work directly with the client in order to maintain the original look and feel of your website.

10.10 The client must provide Search Logic with log-on information (username and password) to gain FTP access to the website. Search Logic will maintain confidentiality of log-in information.

10.11 Clients must inform webmasters or anyone else who has access to the Web site that Search Logic is performing SEO services on the site.

10.12 The client must allow implementation of all optimisation strategies on their website and accept any content changes that reflect the chosen keywords to be used for optimisation purposes.

10.13 The client must ensure that all activities are implemented on their website within 10 days of delivery by Search Logic plc and the client accepts that should the implementation not be completed then the liability to pay in full for all SEO activities remain as the delay is the responsibility of the client.

10.14 The Client accepts that there is a period of 10 days receipt of any monthly SEO progress reports and content pieces in which to raise any queries relating to the services delivered. Should no query be raised within 10 days then Search Logic deems the work to have been approved in full by the client and this will not be revisited at any stage in the future for amendments.

10.15 The client is responsible for all content sign-off including checking all spelling mistakes and literals in on page and off page content, and you absolve Search Logic of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which you use the copy concerned, whether or not these errors appeared in any draft of the copy supplied by Search Logic.

10.16 The client is responsible for ensuring that your web site is always active and accessible.

10.13 Set up fees are payable with order.

10.14 Ongoing fees are payable monthly by direct debit, agreed credit card mandate, by BACS or by cheque within the set due date period as detailed on invoice.

10.15 All credit card payments are subject to a 2% handling fee unless otherwise stated.

10.16 Search Logic reserves the right to suspend a campaign following non receipt of ongoing fees.

10.17 Campaigns run for a rolling 12 month period, unless otherwise stated in the Sales Order, and can be cancelled in writing by either party subject to a 1 month notice period.

10.18 All orders received prior to the 16th of a month will be processed as month one between the 16th and month end. All orders received after the 16th of the month will be processed as month one running from the 16th to the end of the following month. Invoices will be raised in accordance with this term.

11. PAY PER CLICK (PPC) SOFTWARE SOLUTION

11.1 The DART Search software is a service provided by Search Logic plc as a reseller of Double Click for monitoring, tracking and measuring certain metrics relating to search engine marketing programs including, but not limited to, click through rates and conversion rates of Advertisements displayed on third party search engines (“Search Engines Sites”).

11.2 You are required to use the DART Search interface and associated Search Management System software technology (the “System”) in order to receive the DART Search software. You are granted the non-exclusive and non-transferable right to access and use the System, which You can access by means of a unique password chosen by You, and only for the purposes of: (i) entering and organizing Advertisements in the System, (ii) setting bidding parameters for Advertisements, (iii) receiving reports of Clickthrough and conversion and other data related to the tracking of Advertisements through the DS Service.

11.3 You shall be solely responsible for entering into your own agreements with all Search Engine Sites (and, if You are an Agency, all Your Clients). You shall provide your reasonable cooperation with respect to efforts made to implement, trouble shoot and support the DART Search interface and you shall be responsible for handling all inquiries of any type or nature from Your Visitors.

11.4 You have the sole and exclusive right to use all data derived from Your use of the DART Search software, for any purpose related to Your business.

11.5 You are responsible for full payment in advance of the initial set up fee plus the payment of an agreed deposit to cover your proposed click spend on the search engines each month. You are then responsible for full payment of the click spend and the click usage costs billed at the start of one month for the costs generated by your campaign for the previous month. Should full payment not be made on the date it is due then your account will be suspended until payment has been received in full.

11.6 The use of DART Search software is granted on a 12 month basis and can be cancelled in writing by either party subject to a 1 month notice period.

12. PAY PER CLICK MANAGED SOLUTION

12.1 Search Logic is responsible for monitoring, tracking and measuring certain metrics relating to search engine marketing programs including, but not limited to, click through rates and conversion rates of Advertisements displayed on third party search engines (“Search Engines Sites”).

12.2 Search Logic is responsible for entering into agreements with all Search Engine Sites.

12.3 Search Logic reserves the right to manually manage accounts or utilise bid management software to deliver the PPC Managed Solution.

12.4 Upon commencement of a managed campaign, the client shall contact Search Logic should they wish to make alterations to specific ad groups within the campaign. The client will not undertake any alterations within any campaigns managed by Search Logic at any time without prior consent from Search Logic. Search Logic retain the right to disable client administrative functions during the management of a PPC campaign.

12.5 Search Logic cannot be held responsible for any changes implemented by search engines which may have a detrimental impact on client’s campaigns. Search Logic will endeavour to keep abreast of industry changes and change their services accordingly.

12.6 The Client accepts that there is a period of 10 days receipt of any monthly PPC progress reports in which to raise any queries relating to the services delivered. Should no query be raised within 10 days then Search Logic deems the work to have been approved in full by the client and this will not be revisited at any stage in the future for amendments.

12.7 The client is responsible for all content sign-off including checking all spelling mistakes and literals in on page and advert content, and you absolve Search Logic of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which you use the copy concerned, whether or not these errors appeared in any draft of the copy supplied by Search Logic.

12.8 You are responsible for full payment in advance of the initial set up fee plus the payment of an agreed deposit to cover your proposed click spend on the search engines each month. You are then responsible for full payment of the click spend, monthly management fee and the click usage costs billed at the start of one month for the costs generated by your campaign for the previous month. This is to be paid in full to Search Logic plc. Should full payment not be made on the date it is due then your account will be suspended until payment has been received in full.

12.9 You understand that Search Logic will not pay interest on any monies held on deposit as paid by Client’s. In addition, you understand that Search Logic will not charge monies to cover the cost of bank charges incurred from the placement of a deposit on account.

12.10 You understand that there may be the possibility that upon termination of your campaign with Search Logic plc you may be required to start a new PPC campaign within a new account as the existing campaign and account will only be eligible to remain active if the spend is paid directly to Search Logic. This is as a result of the terms in place with various Search Engines and is beyond the control of Search Logic.

12.11 Search Logic reserve the right to use any amount placed on deposit to pay outstanding invoices, for any delivered service, on the Clients account.

12.12 Campaigns run for a rolling 12 month period, unless otherwise stated in the Sales Order, and can be cancelled in writing by either party subject to a 1 month notice period. It is necessary to provide one month’s notice to ensure the existing campaign history can be transferred over to your new account held with search engines as immediate cancellation may result in the loss of campaign history. This is as a result of the terms in place with various Search Engines and is beyond the control of Search Logic.

13. COPYWRITING

13.1 The Client shall supply Search Logic with all necessary Documents or other materials, and all necessary data or other information reasonably required by Search Logic in order to provide Copywriting services. The Client shall ensure the accuracy of all Material provided and you affirm that you are the copyright holder, or that you are authorised by the copyright holder to permit all or part of this material to form a part of the new copyright work which Search Logic will create for you. In such a case you indemnify Search Logic against any claim arising from subsequent suggestion that the new work in any way breaches any existing copyright.

13.2 The Client shall at its own expense retain duplicate copies of all Material provided and insure against its accidental loss or damage. Search Logic shall have no liability for any such loss or damage, however caused.

13.3 The Client warrants that it has the authority to provide the Material and that such documents and/or information does not infringe any third parties intellectual property rights or otherwise. Where any Material supplied by the Client is in breach of any third party’s intellectual property rights or otherwise then the Client shall indemnify Search Logic against all costs, claims, damages and expenses incurred by Search Logic as a result of such a breach.

13.4 The client is responsible for all content sign-off including checking all spelling mistakes and literals in on page and off page content, and you absolve Search Logic of responsibility for any costs incurred as a result of the appearance of such errors in the final published form of any collateral in which you use the copy concerned, whether or not these errors appeared in any draft of the copy supplied by Search Logic.

13.5 The Client accepts that there is a period of 10 days receipt of any content pieces included but not limited to Article, Press Releases, On-Page Content, Blog Articles, and Forum Posts in which to raise any queries relating to the services delivered. Should no query be raised within 10 days then Search Logic deems the work to have been approved in full by the client and this will not be revisited at any stage in the future for amendments.

13.6 Copywriting is undertaken on per project basis and as such all fees are billed up front, in advance. Payment must be made before copywriting work commences.

14. LINK BUILDING

14.1 Search Logic agree to manually secure high quality links for clients which include checking website themes and page rank to assess suitability before contacting a websites site master to establish the link.

14.2 Search Logic retain the right to decide what pertains to be a high quality relevant link.

14.3 Search Logic agree to take responsibility for the maintenance of links for a period of one year after which the link may stay or can be put down depending on the webmaster. In cases where a link may have been removed by a webmaster we will replace it for you.

14.4 Search Logic cannot be held responsible for any changes implemented by search engines which may have a detrimental impact on client’s campaigns. Search Logic will endeavour to keep abreast of industry changes and change their services accordingly.

14.5 Search Logic does not guarantee to deliver a set number of page rank links and works on a best endeavour basis as every campaign is conducted differently depending on the Client’s industry sector and target websites.

14.6 The Client accepts that there is a period of 10 days receipt of any monthly Link progress reports in which to raise any queries relating to the services delivered. Should no query be raised within 10 days then Search Logic deems the work to have been approved in full by the client and this will not be revisited at any stage in the future for amendments.

14.7 A link building campaign is undertaken on a one off basis and as such all fees are billed up front, in advance. Payment must be made before link building work commences.

15. WEB DESIGN

15.1 Search Logic reserve the right to refuse to construct a web site which we may judge as unfit due to content or otherwise. This includes, but is not limited by, sites containing adult oriented material such as pornography, sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and sites which infringe copyright or are contrary to UK laws.

15.2 All material, both text and images, supplied by the client and used in the construction of the client's web site, will remain the client's property. All such material will be assumed to be the property of the client and free to use without fear of breach of copyright laws.

15.3 Search Logic makes every effort to design pages which display acceptably in the most popular current browsers, but cannot accept responsibility for pages which do not display acceptably in new versions of browsers released after pages have been designed.

15.4 Search Logic will ensure that any changes requested outside of the original brief will be signed off by the client prior to implementation. Any request changes that incur of cost to Search Logic will also become a billable service to the client. All fees will be agreed by both parties prior to the implementation of the change.

15.5 Search Logic will initially place the client's website on one of Search Logic’s demonstration servers during in order that the client may view and comment upon the website's progress. When both Search Logic and the client agree that the website meets the criteria agreed Search Logic will publish the website on the client's server, or provide the source code for the site via a download (or cd-rom disk) for the client to upload.

15.6 Search Logic does not undertake to maintain or update a client's website as part of the design commission. If a client wishes Search Logic to maintain or update a web site as a separate commission, Search Logic will negotiate with the client a maintenance contract appropriate to the amount of work required. Web site maintenance may also be undertaken on a time and materials basis if the client so wishes.

15.7 The Client accepts that there is a period of 10 days receipt of any web design proofs in which to raise any queries relating to the services delivered. Should no query be raised within 10 days then Search Logic deems the work to have been approved in full by the client and this will not be revisited at any stage in the future for amendments.

15.8 Web Design is undertaken on a one off basis and as such all fees are billed up front, in advance. Payment must be made before design work commences.

16. WEB HOSTING

16.1 In the event clients uses Search Logic’s web hosting services, Search Logic shall make commercially reasonable efforts to keep any company network servers, or those of a third party supplier, on which the Client’s content is hosted, operating in good working order during the terms of the agreement. Clients understand that Search Logic’s network servers, or those of a third party supplier, may occasionally be disconnected due to preventative or emergency maintenance, upgrades and other necessary interruptions. Search Logic will make commercially reasonable efforts to ensure that any down time is scheduled during periods of low internet usage. Unless the parties otherwise agree in writing, any data collected by Search Logic on behalf of the Client shall not be collected using encryption or other secure technology (SSL). All data collected by Search Logic on behalf of the Client shall be maintained on Search Logic’s servers, or those of a third party supplier, and Search Logic will make commercially reasonable efforts to keep all information on such servers backed-up. Nevertheless, Clients understand that, regardless of security protocols that are used, any live connection to the Internet can not be 100% secure.

16.2 Hosting services are provided on a rolling 12 month period, unless otherwise stated in the Sales Order, and can be cancelled in writing by either party subject to a 1 month notice period.

17. LIVEPERSON

17.1 Search Logic agrees to implement Liveperson software on a clients website providing the client has supplied full FTP details

17.2 Search Logic agrees to provide basic training in the use of the software via a Go to Meeting conference.

17.3 The Client has the sole and exclusive right to use all data derived from the use of the Liveperson software, for any purpose related to the Clients business. Search Logic has the right to use and disclose such data for the following purposes: (i) for general reporting purposes, including the compilation of statistics, such as the total number of ads delivered, that may be provided to existing and potential customers; (ii) for scheduling and optimisation of delivery of creative content across all campaigns, including web sites, networks, and any other advertising inventory, that Search Logic reaches, and (iii) if required by court order, law or governmental agency.

17.3 Search Logic will provide the Client with full access to an Administration Console, although the Client will require one of the following browsers: Internet Explorer 5.5, 6.0 or 7.0 to access the console.

17.4 The Client is responsible for full payment in advance for the monthly subscription fee and should payment not be received within the 7 day period then access to the Liveperson software will be denied until the outstanding amount on the account has been settled in full.

17.5 Liveperson software is provided on a rolling 12 month period, unless otherwise stated in the Sales Order, and can be cancelled in writing by either party subject to a 1 month notice period.

18. AFFILIATE MARKETING

18.1 Search Logic shall have no obligation to perform its obligations under this Agreement if the Client is deemed to be a credit-risk.

18.2 Search Logic shall have sole responsibility, through the use of their own affiliate network or a 3rd party agent, for the calculation of delivery numbers, including impressions, click-throughs and Actions. "Action" shall be defined by the parties on the signed order form. Search Logic makes no guarantees or warranties with respect to its ability to deliver the number of Actions requested.

18.3 Search Logic shall provide the client with 24/7 access to their own affiliate network reporting control panel where possible or a 3rd party online campaign reporting control panel.

18.4 In the event a Client disagrees with any such calculation, a written request for review should be sent within 24 hours to Search Logic. Search Logic will provide the Client with a review of the numbers which shall be final and binding on the parties.

18.5 The Client understands and agrees that Search Logic materially relies on timely, accurate reporting provided by the Client and that if the Client fails to provide Search Logic with access to such reporting, the parties agree that Search Logic may bill the Client based on Search Logic’s reasonable estimation of the units (i.e., Actions, clicks or impressions) delivered, as determined in Search Logic’s sole discretion, and the Client agrees to pay Company based on such determination.

18.6 The Client agrees to use Search Logic’s or a 3rd party suppliers 1x1 tracking pixel ("Web Beacon"), and understands that it shall be solely responsible for insuring proper functioning and placement of Web Beacons on the Clients web site. In the case of CPA campaigns, if consumers clicking on the Clients ads are no longer able to perform the Action on which the Client’s campaign is based, or if the Web Beacon is altered or removed making it impossible for Search Logic to track the relevant Action, the Client must notify Search Logic plc within 12 hours of the occurrence of the event that caused such malfunction, alteration or removal. The Client understands and agrees that if the Client fails to notify Search Logic within such 12-hour period, the Client shall be charged and agrees to pay Search Logic for any ads delivered by Search Logic after such 12-hour period at a rate of £3.00 CPM for all banner/text link sizes, £5.00 CPM for pop-up/pop-under ads and £50 CPM for stand-alone email. Where no impressions are served, the Client agrees to pay £1.00 per click.

18.7 Additionally, in the case of Insertion Order Contract CPA campaigns, the Client further agrees not to make any material changes to the content of any landing page that is to generate Actions without first notifying and receiving confirmation of approval from Search Logic.

19 Unless confirmed in writing with the prior approval of Search Logic, this campaign is exclusively available to Search Logic to run as an Affiliate Marketing Campaign and may not be made available on any other Affiliate Networks, either in the United Kingdom or Worldwide.

20 Unless confirmed in writing with prior approval of Search Logic, this campaign is allowed to be made available to incentives affiliate websites.

20.1 Search Logic warrants that it has the right to place advertisements provided by the Client within their own affiliate network or a 3rd part network of services, (the "Network") and that such advertisements will appear within the Networks as provided in the scope document and these terms and conditions unless otherwise approved the Client in writing. With the exception of email and search advertising campaigns, for which placing shall not apply, the Search Logic shall make reasonable efforts to provide evenly paced delivery throughout the dates of the campaign.

20.2 The Client represents and warrants that any advertising materials provided or produced by the Client hereunder, any content on web sites or web pages that such advertising materials link to, and the Client’s products and services (a) comply with and do not violate any applicable law, regulation or ordinance (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the Insertion Order Contract law of the European Union) for the time being in force; (b) comply with and do not violate the British Code of Advertising Practice or any other relevant codes under the general supervision of the Advertising Standards Authority; (c) do not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (d) do not breach any duty toward or rights of any person or entity, including, without limitation, rights of publicity or privacy, or have not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (e) will not contain material or information constituting libel, slander or defamation, or that is threatening or otherwise invades the rights of any third party; (f) do not constitute a financial promotion under the Financial Services and Markets Act 2000 (United Kingdom) and comply with the Consumer Credit (Advertisements) Regulation 2004 (United Kingdom); (g) comply with the information requirements and other requirements of the Electronic Commerce (EC Directive) Regulations 2002; (h) are not false or misleading; and (i) are free from any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system data or personal information. The Client further represents and warrants that it complies with the provisions of the Data Protection Act 1998 (United Kingdom) and all other such legislation in respect of personal data derived from the campaign set forth in the scope document. The Client acknowledges that the Search Logic has no responsibility to review the advertisements provided or produced by the Client.

20.3 The Client also acknowledges that the Network are primarily made up of third party media service providers' and that, as such, advertising placed on the Network shall be subject to such third party media service providers terms. The Client further represents and warrants that it has the right to license to, and hereby does, grant Search Logic, its licensees and the third party media service providers within the Network, a non-exclusive, worldwide, transferable, royalty-free right and license to the Clients intellectual property rights in order to publicly perform, publicly display and distribute the Clients advertising materials within the Network. Search Logic reserves the right to refuse (i) any advertising request, or to cancel any campaign that does not completely conform to every detail, instruction, method, and guideline set forth in the scope document, and (ii) any advertisement provided or produced by the Client that does not arrive 5 days prior to the campaign start date set forth in the scope document. In addition, the Company, in its sole and complete discretion, may refuse the use of any advertisement that it deems inappropriate for any reason or no reason.

20.4 The Client recognises that the Company has proprietary relationships with the third-party publishers which provide advertising inventory to the Company, and the Client agrees not to solicit, induce, recruit, or encourage, directly or indirectly, any publisher that is known to the Client to be a supplier of Search Logic (i.e., a publisher which provides advertising inventory to the Search Logic), for purposes of running independent campaigns direct with the publisher/network during the term of this Agreement and for the 90 day period following termination of this Agreement.

20.5 Subject to applicable law including but not limited to the Data Protection Act 1998 (United Kingdom), the Client shall have the right to use all data provided by the Company that is derived from the campaign, for any purpose related to the Clients business. Search Logic has the right to use and disclose such data for the following purposes: (i) for general reporting purposes, including the compilation of statistics, such as the total number of ads delivered, that may be provided to existing and potential customers; (ii) for scheduling and optimisation of delivery of creative content across all campaigns, including web sites, networks, and any other advertising inventory, that Search Logic reaches, and (iii) if required by court order, law or governmental agency.

20.6 Search Logic’s, and those of 3rd party suppliers, ad spaces, services and software are provided “as is” and “as available” and Search Logic disclaims all warranties of any kind whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and implied warranties arising from course of dealing or course of performance. Search Logic makes no representation or warranties to the Client that the performance of its obligations under this agreement will produce any level of profits or business for the other party nor that any defined action will lead to further conversions or economic benefit for the Client.

20.7 Search Logic shall not be liable for the contents of any advertisements, web sites or web pages within the Network. In the event that Search Logic fails to display any advertisements (or in the event of any other failure, technical or otherwise), the sole liability of Search Logic to the Client shall be limited to either a refund for the advertising campaign or placement of "make-good" advertising during a reasonable time thereafter. In no event shall either party be responsible for any indirect, incidental, consequential, special or lost profits damages arising from any aspect of the advertising relationship provided herein. Without limiting the foregoing, Search Logic shall have no liability for any failure or delay resulting from conditions beyond the Company's control.

20.8 The Client is responsible for full payment in advance for the deposit amount and, if applicable, a monthly subscription fee. An affiliate campaign will only commence once the deposit amount has been paid in full. The Client is also responsible for the timely payment of affiliate marketing ongoing fees – either a cost per lead/action/acquisition, a monthly management fee or an agreed % of resulting sales – payment is to be made by Direct Debit for all ongoing fees.

20.9 You understand that Search Logic will not pay interest on any monies held on deposit as paid by Client’s. In addition, you understand that Search Logic will not charge monies to cover the cost of bank charges incurred from the placement of a deposit on account.

20.10 You agree that you are liable for any activity delivered as a result of cookie lengths including those that are generated during the six week notice period for cancellation of services rendered.

20.11 Search Logic retains the right to keep your account funded for a period of six weeks following the date of notice of termination in order to ensure that all monies earned by affiliates are covered. After the expiry of six weeks, Search Logic will return all deposit amounts or monies on account within 10 days. However, Search Logic reserve the right to use any amount placed on deposit to pay outstanding invoices, for any delivered service, on the Clients account and will return any amount left.

20.12 Affiliate campaigns are provided on a rolling 6 month period, unless otherwise stated in the Sales Order, and can be cancelled in writing by either party subject to a six week notice period.