SEO Terms & Conditions of Service Agreement

This website SEO Terms & Conditions of Service Agreement is made and effective from 9 December 2019.

WHEREAS:

  1. At all material times the Company is engaged in the business of providing Search Engine Optimisation (“SEO”) services.
  2. The Client wishes to improve the search engine rankings of their website.
  3. The Company hereby agrees to provide its services to the Client subject to the terms and conditions of this Agreement.

IT IS AGREEDas follows:

  1. Definitions and Interpretation
    1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
      1. Audit Report means a report setting out the current status of the Website with respect to SEO and search engine rankings
      2. Business Day means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the UK
      3. Competition Reportmeans a report providing details of factors including, but not limited to, competing websites’ search engine rankings
      4. Confidential Information means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such)
      5. Designated Search Engines means the search engines (as agreed in the quote) on which the Company shall apply the SEO Services with a view to improving the ranking of the Website as defined in the Package at https://silicontechnix.co.uk/seo/
      6. Fee means the Service Charges / Fee payable to the Company for the SEO Services as defined in the Quote
      7. Intellectual Property Rights means
        1. Any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trade marks and service marks, copyrights, database rights, know-how, rights in designs and inventions
        2. Rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph
        3. Rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist.
    2. Unless the context otherwise requires, each reference in this Agreement to:
      1. Writing, and any cognate expression, includes a reference to any communication effected by electronic or similar means
      2. A statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time
      3. This Agreementis a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time
      4. A Schedule is a schedule to this Agreement
      5. A “Party” or the “Parties” refer to the parties to this Agreement.
      6. A Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule
    3. The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
    4. Words imparting the singular number shall include the plural and vice versa.
    5. References to any gender shall include the other gender.
  2. Engagement of the Company
    1. The Client hereby engages the Company to provide SEO Services.
    2. The Company shall complete the SEO Services by the mutually agreed date.
    3. The Client shall provide the Required Information to the Company on or before the agreed date. In the event that the Client fails to deliver the Required Information on the agreed date, the Completion Date shall be delayed and new date will need to be agreed between the Company and the Client.
    4. The Company shall be responsible for the agreed quality of the SEO Services and shall ensure that all work is performed with reasonable care.
  3. Nature of Engagement
    1. The Company shall at all times be responsible for organising the order of the SEO Services and shall liaise with the Client (or the Client’s representative) to ensure that due account is taken of the impact of the timing of the SEO Services to be performed upon the activities of the Client and any other contractors, consultants and similar third parties also engaged by the Client.
  4. The SEO Services
    1. The Company shall provide the SEO Services as agreed in the Package.
    2. The Website SEO shall be performed directly and all the changes to the Website shall be uploaded directly to the host server via FTP. The Client to provide access.
    3. The Company shall produce the Audit Report; the Competition Report; the Keyword Report and the Website SEO
    4. The Client understands and acknowledges the following:
      1. The times for websites to appear on search engine listings vary and the Company can thus not guarantee that the Website will appear on the Designated Search Engines or that its position will change immediately.
      2. The Designated Search Engines change their policies or functionality or algorithms periodically which may have direct impact on rankings of the website. The Company will not be made responsible for such changes, however, the Company can offer additional service to improve rankings.
      3. The Company accepts no responsibility for any detrimental effect on the Website’s search engine rankings which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.
      4. The Company will offer agreed SEO services, however, SEO Services can be impacted due to unforeseen reasons and hence the Company can not guarantee that the Website will appear in the top 10 rankings of the Designated Search Engines.
  5. Payment:
    1. In consideration of the SEO Services, the Client shall pay agreed fees to the Company.
  6. Intellectual Property
    1. Upon receipt of the full payment under Clause 5, the copyright and any and all other Intellectual Property Rights subsisting in any and all materials created by the Company in the course of providing the SEO Services shall be deemed to be assigned to the Client and the Company shall be deemed to have waived all its rights under Chapter IV of the Copyright Designs and Patents Act 1988.
    2. The Company further warrants that any and all Intellectual Property Rights subsisting in any and all materials created for or on behalf of the Company by third party consultants, contractors, sub-contractors or similar, shall be assigned to the Client subject to the requirements of sub-Clause 6.1.
    3. Nothing in this Agreement shall vest any rights in the Website and sub-Clause 6.1 shall effect the assignment of any Intellectual Property Rights which may arise to the benefit of the Company in the Website to the Client.
  7. Company’s Warranties and Indemnity
    1. The Company represents, warrants, undertakes, and agrees with the Client as follows:
      1. The Company will produce the original work for SEO to the client and shall not infringe any copyright, other Intellectual Property Rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person
      2. The Company shall not produce work that will be obscene, terrorism oriented, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the GDPR, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and EC Directive Regulations 2003, the Official Secrets Act 1989, or any analogous domestic and nothing contained in the work will, if published, constitute a contempt of court
      3. The Company shall not assign, licence, transfer, encumber or otherwise dispose of any rights of copyright or any other rights in or to the work produced in the course of the SEO Services except pursuant to this Agreement and shall not enter into any agreement or arrangement which might conflict with the Client’s rights under this Agreement or might interfere with the Company’s performance of its obligations under this Agreement
  8. Client’s Warranties and Indemnity
    1. The Website shall be original to or otherwise owned by the Client and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person
    2. The Website shall not be obscene, blasphemous, terrorism oriented, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the GDPR, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and EC Directive Regulations 2003, the Official Secrets Act 1989.
    3. The Client shall not enter into any agreement or arrangement which might conflict with the Company’s rights under this Agreement or might interfere with the Company’s performance of its obligations under this Agreement
    4. [subject to sub-Clause 8.2] The Client hereby undertakes to indemnify the Company and keep the Company at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of the Company on a solicitor and own client basis), awards, or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by the Client of any of the Client’s undertakings, warranties, or obligations under this Agreement.
  9. Confidentiality
    1. Both Parties undertake that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement after its termination: keep confidential all Confidential Information and not disclose any Confidential Information to any other party and not use any Confidential Information for any purpose other than as contemplated by this Agreement and not make any copies of, record in any way or part with possession of any Confidential Information; and ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 9.
    2. Subject to sub-Clause 9.3, either Party may disclose any Confidential Information to any of their sub-contractors, substitutes, or suppliers; or any governmental or other authority or regulatory body
    3. Disclosure under sub-Clause 9.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case, the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 9.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.
    4. Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.
    5. When using or disclosing Confidential Information under sub-Clause 9.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.
    6. The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
  10. Termination
    1. Either Party may terminate this Agreement by giving to the other not less than 30 days written notice. The client will pay for this notice period.
    2. Without prejudice to the generality of sub-Clause 10.1, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:
      1. Either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within agreed time.
      2. An encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party
      3. The other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986)
      4. The other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation
      5. Anything analogous to any of the foregoing under the law occurs in relation to the other Party
      6. The other Party ceases, or threatens to cease, to carry on business; or
      7. Control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
    3. The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.
  11. Nature of the Agreement
    1. This Agreement is personal to the Parties and neither Party may assign, mortgage, or charge any of its rights hereunder or otherwise delegate any of its obligations hereunder, except with the written consent of the other Party, such consent not to be unreasonably withheld.
    2. This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
    3. Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    4. No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
  12. Notices
    1. All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
    2. Notices shall be deemed to have been duly given:
      1. When delivered, if delivered by courier or other messengers (including registered mail) during normal business hours of the recipient; or
      2. when sent by e-mail; or
      3. On the fifth business day following mailing, if mailed by national ordinary mail;
      4. In each case, notices shall be addressed to the most recent address and e-mail address notified to the other Party.
  13. Alternative Dispute Resolution
    1. Any dispute or difference arising between the Parties relating to this Agreement or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.
    2. The Parties hereby agree that the decision of the Arbitrator shall not be final and binding on both Parties.
  14. Law and Jurisdiction
    1. This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales.
    2. Subject to the provisions of Clause 14, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement shall fall within the jurisdiction of the courts of England and Wales.