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Terms & Conditions for SearchQuest UK Ltd.
THIS INTERNET SERVICES AGREEMENT is made BETWEEN:
(1) SEARCHQUEST UK LIMITED a company registered in England under company number 04033040 and whose registered office is at 7 Cable Street, Lancaster LA1 1HD (‘the Company’) and
(2) The Customer (as set out in the Order Form)
NOW IT IS AGREED as follows:
1. Definitions and Interpretation
In this Agreement, the following terms have the means set out below: -
“Services” the internet services provided to the Customer by the Company as set out in the Order Form
“HomePage” the homepage of the Customer located on the worldwide web at www.yourdomain.co.uk/com etc.
“Fees” the fees for the Services as set out in the Order Form
“Limits on Traffic” the limits on web traffic which the Company is undertaking to process as set out in schedule 1
“Order Form” the order form set out at the beginning of this Agreement
“Maintenance” the maintenance service specification as set out in schedule 2
“Work Product” all materials, documentation, computer programs, inventions (whether or not patentable), pictures, audio, video, artistic works and all works of authorship, including all worldwide rights therein under patent, copyright, trade secret or other property right, created or developed by the Company while providing the Services
"The Guarantee" 100% money back guarantee on all Corporate Marketing Packages excluding Link Campaigns.
2. Services
2.1 The Company agrees to provide to the Customer the Services on the terms described in this Agreement subject to the Limits on Traffic and to provide Maintenance on a monthly basis.
2.2 The Services under this Agreement shall be performed in accordance with the Company's standard procedures so long as such procedures do not conflict with the express terms of this Agreement.
2.3 Nothing under this Agreement shall affect the Customer's statutory rights in particular but without limitation those under the Consumer Credit Act 1974 or the Data Protection Act 1998.
3. Fees
3.1 The Customer agrees to pay to the Company the Fees specified for the Services.
3.2 The Fees are due upon execution of this Agreement unless otherwise provided above. Any additional fees shall be invoiced on a monthly basis and shall be paid within 30 days after the date of invoice.
3.3 The Company will not perform the Services or any part of the Services until Payment of the Fees has been received in full.
3.4 In the event of non-payment of the Fees where the Services provided by the Company include the contact manager web hosting service, the Company reserves the right to suspend the Services and the Customer’s access to the HomePage and any web pages provided to the Customer by the Company as part of the Services.
4. Taxes
4.1 All payments due under this Agreement are net of applicable taxes.
4.2 All payments due under this Agreement are exclusive of VAT, which shall be payable by the Customer at the rate and in the same manner for the time being prescribed by law against submission of a valid tax invoice.
5. Term
5.1 This Agreement shall be effective commencing on the date stated overleaf for a period of one year. The Agreement shall continue from year to year (subject to earlier termination as set out in clause 5.2) unless and until either party gives to the other not less than 30 days notice in writing to expire on the anniversary of the date overleaf. If the Fees increase the Customer shall be entitled to give 30 days notice of termination of this Agreement such notice to be received by the Company within 10 days of the Company sending notification of the increases to the Customer. If the Customer does not determine the Agreement in accordance with this clause, the Customer shall be deemed to accept the price increase.
5.2 Either party may terminate this Agreement without notice upon the other party's breach of any term, condition or obligation under this Agreement if such breach is not remedied (if remediable):
(i) within 10 days from the date of written notice with regard of any monetary obligation; and
(ii) within 30 days from the date of written notice with regard to any other breach.
6. Customer responsibilities
6.1 In addition to the obligations of the Customer as otherwise specified in this Agreement, the Customer shall be solely responsible for the following:
6.1.1 the accuracy and content of any information provided by the Customer
to the Company; and
6.1.2 any information, programs and other information that the Customer receives as a result of the use of the Services, including without limitation, the entire responsibility of any losses of data, programs, breaches of security, viruses and disabling or harmful devices that the Customer may download or otherwise experience as a result of the Customer's use of the Services.
6.2 The Customer shall notify the Company at least 7 days in advance if it intends to change its business details or stop providing any of the goods or services being offered through the Company.
6.3 The Customer shall arrange access to their website via FTP or uploads via their host provider. The Company is not responsible for loss of service due to limitations placed by hosting providers or website designers.
6.4 The Customer agrees to use the Services in a manner consistent with any and all applicable laws and regulations.
7. Ownership
7.1 The Work Product shall be owned by the Company.
7.2 The Company shall not be liable to return any artwork or other material supplied by the Customer for the purposes of the Services.
7.3 Work Product shall not include the Confidential Information (as defined in clause 11.2) of the Customer. If ownership of all right, title and interest of the intellectual property rights in the Work Product shall not otherwise vest exclusively in the Company, the Customer assigns to the Company and upon the future creation thereof automatically assigns to the Company without further consideration, the ownership of all Work Product.
8. Limited warranty
8.1 Where applicable, the Company warrants that for a period of 90 days from the date of first installation of the Customer's completed HomePage on the server described above, the coding of such HomePage shall be reasonably HTML-compliant. Notwithstanding the foregoing, the sole and exclusive remedy for a breach of the warranties contained in this clause 7 shall be that the Company shall replace the nonconforming coding to make such HomePage reasonably HTML-compliant.
8.2 The Customer acknowledges that HTML is an industry standard that contains some ambiguous provisions and that does not completely address all issues associated with the coding of HomePages accessible via the worldwide web. The Customer also acknowledges that HTML is a standard that will be amended from time to time and that not all browsers used by third parties to access the worldwide web implement HTML in the same way. Variations in HTML coding associated with ambiguities or revisions to the HTML standard or variations among worldwide web browsers shall not be the basis for a claim of breach of the Company's warranties under this Agreement.
8.3 The warranties described in this clause 8 are subject to the limitations of liability described below. Except as provided in this clause 8, the Company does not make any express or implied warranties with respect to the services or any products provided under this Agreement, including but not restricted to the implied warranties of merchantability and fitness for a particular purpose.
9. Limitation of liability
9.1 In no event (death or personal injury excepted) will the Company be liable to the Customer for any indirect, incidental or consequential damages, or loss of profit arising out of the Services or any products provided under this Agreement, even if the Company has been advised of the possibility of such damages.
9.2 The Company's liability to the Customer for actual damages for any cause whatsoever, regardless of the form of the action, will be strictly limited to 125% of the Fees paid for the prior 12 months.
10. Limitations of service
10.1 The Company does not guarantee that the Customer or any third parties will be able to access the HomePage created by the Company at any particular time.
10.2 The Company’s access services are provided on an ‘as-is, as-available’ basis. The Customer acknowledges that the need for routine maintenance and error correction may result in down time and that the Company cannot control the timing or volume of attempts to access the Company's server.
11. Confidential Information
11.1 Each party shall use the same care and discretion, but in no event less than reasonable care and discretion, to prevent disclosure, publication or dissemination of the other party's Confidential Information as it employs with similar information of its own; and shall not use, reproduce, distribute, disclose or otherwise disseminate the Confidential Information except in connection with the performance of its obligations under this Agreement.
11.2.1 As used in this Agreement the term ‘Confidential Information’ means any and all data and information relating to the business of the disclosing party:
(i) of which the receiving party becomes aware as a consequence of or through this Agreement;
(ii) which has value to the disclosing party and is not generally known by its competitors;
(iii) which is treated by the disclosing party as confidential; and
(iv) which has been reduced to tangible form and marked clearly and conspicuously with a legend identifying its confidential or proprietary nature, provided, however, that Confidential Information does not include any data or information which is already know to the receiving party, or which
(1) has become generally known to the public through no wrongful act of the receiving party;
(2) has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the other party;
(3) has been disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protection against public disclosure, or is required to be disclosed by operation of law;
(4) is independently developed by the receiving party without use, directly or indirectly, of the Confidential Information received from the other party; or
(5) is furnished to a third party by the disclosing party under this Agreement without restrictions on the third party's right to disclose the information.
Confidential Information may include, but is not limited to, information relating to the products, processes or financial affairs of the disclosing party.
12. Data transmission
The Company may collect, hold, control, use and transmit data obtained from and about the Customer and visitors to the website in the course of providing the Services. By signing this Agreement the Customer agrees to such data being so used and further agrees that it may be transmitted to others in accordance with the Company's registration under the Data Protection Act 1998.
13. Force majeure
Neither party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that party. If such circumstances continue for a continuous period of more than 6 months, either party may terminate this Agreement by written notice to the other party.
14. General
14.1 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
14.2 In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys fees.
14.3 All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by confirmed fax, or 3 days after being sent by prepaid first class post to the address of the party to be notified as set out in this Agreement or such other address as such party last provided to the other by written notice.
14.4 Neither party shall have any right or ability to assign, transfer, or sub-license any obligations or benefit under this Agreement without the written consent of the other (and any such attempt shall be void), except that a party may assign and transfer this Agreement and its rights and obligations under this Agreement to any third party who succeeds to substantially all its business or assets.
14.5 If any portion of this Agreement is illegal or unenforceable, such portion(s) shall be excluded from this Agreement to the minimum extent required and the balance of this Agreement shall remain in full force and effect and enforceable.
14.6 This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the subject matter of this Agreement and can only be modified or waived by a subsequent written agreement signed by both parties. However the obligations of the parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.
14.7 The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
14.8 This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties accept the non-exclusive jurisdiction of the English courts over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.
15. 100% Money Back Guarantee.
15.1 Before any work is carried out on the Customers website the Company will issue the Customer a search engine position report. This report may be used by the Company to benchmark the search engine positions before the campaign begins. The search engine positions contained in this report will be used to affect The Guarantee.
15.2 The Company will provide the Customer a full refund if there are no improvements to the Customers search engine positions within 3 months from the first search engine submission.
15.2 The Guarantee only applies to Corporate Marketing Packages and excludes Link Campaigns.
15.3 The Guarantee does not apply to renewals of service or upgrades.
SCHEDULE 1
The Limits on Traffic
USAGE POLICY
High bandwidth usage: SearchQuest offers a bandwidth usage of 2GB data transfer per month. In rare cases, SearchQuest may find a customer to be using server resources to such an extent that he or she may jeopardize server performance and resources for other customers. In such instances, SearchQuest reserves the right to impose the High Resource User Policy for the consideration of all customers.
HIGH RESOURCE USER POLICY
Resources are defined as bandwidth and/or processor utilization.
SearchQuest may implement the following policy to its sole discretion:
When a website is found to be monopolising the resources available SearchQuest reserves the right to suspend that site immediately. This policy is only implemented in extreme circumstances and is intended to prevent the misuse of our servers.
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