terms, conditions, small, print,
The amount to be paid by the Customer, in Great British Pounds Sterling, to Improve SEO as set out in the Services Order.
The Customer’s Services Order and Improve SEO acceptance of it.
The person, firm or company who purchases Services from Improve SEO.
Intellectual property Rights
All copyright, design rights (registered and unregistered), patents, trade marks, service marks, database rights, together with any and all other intellectual property rights of any nature, whether registered or unregistered, and arising in any jurisdiction.
The Services to be provided by Improve SEO under the Services Order.
The services agreed by the Customer and Improve SEO confirming the Services to be provided to the Customer by Improve SEO.
2. APPLICATION OF CONDITIONS
2.1 These conditions shall:
(a) apply to and be incorporated in the Contract;
(b) prevail over any inconsistent terms or conditions contained in, or referred to in, the Customer’s Services Order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.
2.2 Any variation of the Services Order shall be in writing and signed by or on behalf of the parties.
3.1 The Services will commence on the date stated in the Order Acknowledgement by Improve SEO and will continue until completion of those Services, unless terminated earlier in accordance with these Terms.
4.1 Whilst Improve SEO shall use all reasonable endeavours to deliver the Services by any agreed dates, although the Customer accepts that such timescales are estimates only. Accordingly, Improve SEO shall not be liable for any delays in the provision of the Services.
4.2 Improve SEO shall use reasonable endeavours to provide the Services in accordance with the Services Order.
5. CUSTOMER’S OBLIGATIONS
5.1 The Customer accepts responsibility for the way in which it uses the Services.
5.2 The Customer must when requested by Improve SEO, provide any information required to comply with the provision of the Services.
5.3 The Customer must when requested by Improve SEO, provide direct access to the back end of their website to enable Improve SEO provide the Services.
5.4 The Customer shall not, without prior written consent of Improve SEO, at any time from the date of the Contract to the expiry of 12 months after the completion of the Services, solicit or entice away from Improve SEO or employ or attempt to employ any person who is, or has been, engaged as an employee of sub-contractor of Improve SEO.
6. CHARGES AND PAYMENT
6.1 In consideration of Improve SEO performance of the Services, the Customer shall pay Improve SEO the Charges.
6.2 The Charges for the Services shall be the amount set out in the Services Order.
6.3 In addition to the Charges the Customer shall pay Improve SEO, Value Added Tax and/or any other applicable sales taxes at their respective rates.
6.4 Unless and to the extent otherwise stated in the Services Order, the Customer shall pay each invoice submitted to it by Improve SEO in full, and in cleared funds, by bank transfer, PayPal or cheque.
6.5 Without prejudice to any other right or remedy that Improve SEO may have, if the Customer fails to pay Improve SEO on the invoice due date Improve SEO may:
(a) charge interest on such sum from the due date for payment at the annual rate of 2% above the base lending rate from time to time of National Westminster Bank, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. Improve SEO may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
6.6 Time for payment shall be of the essence of the Contract.
6.7 All payments payable to Improve SEO under the Contract shall become due immediately on termination of the Contract, despite any other provision. This condition is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.8 Improve SEO may, without prejudice to any other rights it may have, set off any liability of the Customer to Improve SEO against any liability of Improve SEO to the Customer.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Any and all Intellectual Property Rights arising in connection with performance of the Services are the exclusive property of Improve SEO. Improve SEO hereby licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the deliverables’ and the Services as is envisaged by the parties. If the Supplier terminates the Contract under condition all fees for the full agreement length will become payable immediately .
7.2 All information or materials supplied to Improve SEO by the Customer in connection with the Services Order, together with all associated Intellectual Property Rights, will remain the property of the Customer.
7.3 The Customer hereby grants Improve SEO a free licence to use all such information and materials for all purposes connected with the provision of the Services.
7.4 The Customer warrants that it has the right to:
a) disclose the information and materials referred to in Clause 7.2, and
b) grant the licence set out in Clause 7.3, and the Customer agrees to defend, indemnify and hold Improve SEO harmless from any and all demands, liabilities, losses, costs and claims, including legal fees incurred by (or asserted against) Improve SEO and its third party suppliers, that may arise from or in connection with any allegation of infringement of Intellectual Property Rights of a third party arising due to Improve SEO’s possession or use of such information or materials.
8. WEBSITE AND DOMAIN NAME OWNERSHIP
8.1 Domain Names if registered by the customer will remain at all times the property of the customer. Domain name(s) registered by Improve SEO to help improve a campaign will at all time be the property of Improve SEO unless otherwise stated.
8.2 Design alterations or modifications required to the code of the website after the design has been initially agreed, will result in additional charges.
9. WEBSITE SUPPORT
9.1 We will endeavour to provide a continuous high quality service. If you experience problems with your Service, You should contact your customer care representative between the hours of 9am and 5pm. Should the issue occur out of hours call 08456 89 00 89 in the first instance. Should the issue be a fault of your own any remedial work will be charged on an hourly basis according to our current rate card.
9.2 We may require suspension of some of Services for short scheduled periods to carry out maintenance or repair to Services. Where possible you will be notified of any downtime by email in advance.
9.3 Improve SEO makes no warranties or representations that any Service will be uninterrupted or error-free. You accept all Services provided hereunder “as is” without warranty of any kind.
9.4 Improve SEO shall not be liable for any interruptions to the Services or outages arising directly or indirectly from:-
(a) interruptions to the flow of data to or from the internet;
(b) changes, updates or repairs to the network or software which it uses as a platform to provide the Services;
(c) the effects of the failure or interruption of Services provided by third parties;
(d) Your actions or omissions (including, without limitation, breach of Your obligations set out in the Agreement) or those of any third parties;
(f) problems with Your equipment and/or third party equipment;
(g) interruptions to the Services requested by You.
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