SearchQuest Terms and Conditions
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.
