AGREEMENT TO PROVIDE SERVICES RELATING TO SEO AUDIT SERVICES
This agreement sets out the terms and conditions between Element Six (UK) Limited (“You”) and Click Consultant Limited (“we”, “Us”, “Our”) under which we will, in consideration for the fees detailed in Part 1 of the Schedule to this agreement (the “Fees”) provide or arrange for the services detailed in Part 2 of the Schedule to this agreement (the “Services”)On commencement of this agreement, a Press Release (such content to be agreed with and acceptable to you,) will be published online free of charge, about the business partnership between Click Consult and you.‘Parties’ hereinafter refers to both you and us.
1. Your Obligations
1.1 You will provide at your own expense, all documentation, software, images, written works or other materials written work and information (the “Materials”) required by us to provide the Services and you warrant that you have obtained all necessary and valid consents and licences to us. Where applicable, this includes Press Release topics for writing and submission, including sign off by you before release. Articles for submission, website content and blogs.
1.2 You warrant that where the Materials contain personal data such data will have been collected accordance with the terms of the Data Protections Act 2018.
1.3 You agree to pay the Fees in accordance with the payment timetable detailed in the Schedule to this agreement.
1.4 If any sum payable under this agreement is not paid to us by the relevant due date as detailed in the Payment Schedule, we reserve the right to charge interest at the rate of 8% per annum above the base rate of Barclays Bank PLC. Such interest shall accrue on a daily basis, be compounded quarterly and shall be payable on demand.
1.5 Your monthly management fee (up to the value of the Initial Fee unless otherwise agreed) is payable in full monthly arrears. We will issue to you an invoice 30 days before your payment due date. Where contracts begin during the month, invoices will be pro-rata for the initial month. If the payment of the invoice is not made in 14 days after the due date, we may cease to provide the Services from that date until payment has been received. If fees continue unpaid then Clause 4 below will apply. Once payment is received any work not done during the suspended period will be delivered in full within 30 days after the next 1st of a month should the project not go into further suspension at that time. Where suspensions occur in simultaneous months, undelivered work due to suspension will be delivered in arrears within timescales provided by us.
1.6 You agree to provide us with access and information necessary to immediately with your reasons and anticipated time to rectify the delay. You agree to use your best endeavours to rectify the cause of delay within 7 days of becoming aware of it.
1.7 You acknowledge that the services and strategies may be subject to change due to our dependencies on major search engines and third parties which are relevant and necessary in carrying out the Services. You acknowledge that such changes will not amount to any breach by us.
1.8 You acknowledge that we cannot guarantee rankings or the success of all submissions as they are dependent on the valuations done by the search engines from time to time.
1.9 You confirm that for the duration of this agreement you agree to our use of your website or company logo for the use in our proposal and marketing material and to showcase on our websites.
1.10 You agree that any content and amended by you is not defamatory, illegal, pornographic and does not infringe any third-party rights including but limited to any intellectual property rights. You agree to indemnify us against any third-party claim or action brought against us for any such infringement.
1.11 You confirm that it is expressly understood and agreed that in planning and providing the Services, we shall use our reasonable endeavours to ensure the accuracy of all estimated and target figures relating to:
1.11.1 The timescale within which improvements in ranking may be seen on commencement of the Services.1.11.2 The improvements in ranking may results from the Services1.11.3 The likely response to or effect on website traffic and/or conversion rates from the Services.1.11.4 The number, proportion, or type of people likely to be exposed to the website as a result of the Services; and 1.11.5 The marketplace effectiveness of the Services.
1.12 Since these ae matters which are ultimately beyond our control, no warranties can be given by us as to the accuracy of such estimates/targets or as to any improvements in website ranking or performance or any result whatsoever actually occurring and no liability shall attach to us in respect of any losses suffered or alleged to have been suffered by you or any third party by reason of your reliance on such estimates/targets.
2 Our Obligations
2.1 In consideration for your payment of the Fees we will commence the Services on a date agreed between the Parties and shown tin the Schedule with reasonable skill and care subject to 2.2
2.2 Whilst providing these Services, you acknowledge that we have excluded our liability that arises for reasons beyond our reasonable control including but not limited to the following-:
2.3 We will take reasonable endeavours to remedy delays arising out of including but not limited to website/technical limitations on condition that any costs incurred will be borne by you.
2.4 As part of the Services, we have professional Copywriters who write strategic copy for use on your website and for off page work which is designed to maximise the effectiveness of the Services. Our Copywriters do not write copy for promotional or advertising purposes and their submissions should not be treated as marketing advise.
We shall begin providing the Services on the agreed date confirmed in the Schedule (“Commencement Date”) and supply them for a fixed period of 3 months (“Duration”)
4.1 This agreement will expire on the expiry of the fixed term period set out at Clause 3 above.4.2 Without prejudice to any other rights or remedies which either party may have against the other for breach or non-performance of any of the terms of this agreement, either party may terminate this agreement with immediate effect by written notice to the other party in the event that:4.2.1 The other party fails to pay any of the sums due under this agreement within 30 days of them falling due: or4.2.2 The other party fails to perform or comply with any of the obligations under this agreement and fails to rectify such failure within 30 days of being given notice to do so in the form prescribed by Clause 7 below: or4.2.3 The other party is found to be in breach of any of the warranties given in this agreement; or4.2.4 If the other party enters into liquidation, bankruptcy or other insolvency procedure, whether compulsory of voluntarily, other than for the purposes of reconstruction or amalgamation; or4.2.5 If an assignee is appointed for the benefit of the other party’s creditors or of a receiver or the other party suspends any payment of its debts or if any similar situation arises; or4.2.6 Unless agreed between the parties in writing, you undertake the business in the provision of Search Engine Optimisation services to any third party; or4.2.7 In the event of majeure4.3 Notwithstanding 4.2(2), you agree to waive your right to claim any breach where subsequently rectified by us within one month and where you did not provide such notice in accordance with 4.2(2)
4.4 We shall be able to terminate the agreement with immediate effect in the event that you transfer the provision of the Services (or any part of them) to a third party.
4.5 Without restricting our rights under this agreement, we shall be entitled at any time on giving notice to you to suspend the provision of Services with immediate effect if you are in breach of any term of this agreement.
5 Consequences of termination
5.1 Any expiration of this agreement, or termination of this agreement for any reason, shall not affect any accrued rights or liabilities of either party nor the coming into force or the continuance on force of any provision of this agreement which is expressly or by implication intended to come into, or continue, in force on or after such expiration or termination.
5.2 Upon termination of this agreement for whatever reason you will pay us for the Services performed and/or provided pursuant to this agreement up to the date of termination and; where this agreement is wrongfully terminated by you for any reason (other than as a result of a breach off this contract by us) any other sums which would have been due to us had the agreement run for the Duration.
5.3 You hereby indemnify us in respect of any costs and expenses incurred by us (including, without limitation, all legal costs, solicitors’ fees, Court fees and bailiffs fees) in seeking to recover and/or recovering any sums due to us pursuant to this agreement.
5.4 If we terminate this agreement by reason of your breach of its terms or if you are in repudiatory breach of this agreement, you agree that without prejudice to any other right or remedy available to us all sums accrued due to us and unpaid, together with all sums which would have become due under this agreement in the period between the date of such termination and the earliest date on which this agreement would otherwise have expired or could have been terminated by giving notice in accordance with the terms of this agreement shall become due to us immediately and interest on such sums shall start to run at the rate of 8% per annum above the base rate of Barclays Bank PLC from the time to time in force.
5.5 Upon termination of this agreement or in the event that a third party is to take over the provision of the Services (or any part of them) we reserve the right not to transfer any accounts which may be held with third parties and which are used in the provision of the Services to either you or any third party nor to permit you or any third party to have access to such accounts until all sums due under this agreement have been paid to us in full.
5.6 Upon termination of this agreement, provided all sums owing to us under this agreement have been paid to us in full, we will return the Materials supplied to us and provide you with a list of the words, phrases and terms that have generated “clicks” (if any) which we have used to provide the Services (“Keywords”).
6 Intellectual Property Right (“IPR”)
6.1 All IPR existing prior to the Commencement Date shall belong to the party that owned such rights immediately prior to that date.
6.2 Other than as expressly set out in this agreement neither party will gain by virtue of this agreement any rights of ownership of or in any IPR owned by the other.
6.3 You hereby grant to us an irrevocable, world-wide, royalty free licence for the duration of this agreement to use any IPR belonging to you and the Materials for the provision of the Services only.
6.4 All IPR created by us to provide the Services shall belong to us. Upon payment of the monthly fee in full, we shall transfer to you the IPR (which is transferable only), solely created for you in the performances of Services for that month.
6.5 You warrant that the Materials used by us will not infringe the IPR or any other rights of any other person and that they are not defamatory, illegal or pornographic and you agree to indemnify us and hold us fully harmless for any breach of this warranty.
7 Notices and other Communications
Any notice to be given by either party to the other may be served by email, fax, personal service or post to the address of the other party given in this Agreement or such other address as such party may have from time to time have communicated to the other in writing; and if sent by email shall unless the contrary is provided, be deemed to be received on the day that it is sent; if sent by fax it shall be deemed to be served on receipt of an error free report; if given by letter, shall be deemed to have been served at the time at which he letter was personally delivered or if sent by post shall be deemed to have been delivered in the ordinary course of post. You acknowledge and agree that in any dispute over the contract and services rendered, Alternative Dispute Resolution will be used by all means to seek meaningful resolution.
You, the client, shall procure that its employees, agents and subcontractors shall not, during the continuance of the Agreement or at any time thereafter, publish or disclose to any third party any information, data or process which ids confidential or of a commercially sensitive nature connected with the business of affairs of Click Consult, which hall come or have come to its or their knowledge in, or by reason of, the engagement by you with Click Consultant under this Agreement, provided that this restriction shall not apply to any information which at the time of disclosure in the public domain.
9 Limitation of Liability
9.1 Notwithstanding any other provision of these terms, neither party’s liability under or in connection with these terms shall be excluded or reduced to the extent that it arises in respect of the following matters:
(a) For death or personal injury caused by negligence(b) For fraud or fraudulent misrepresentation (c) For any other matter which it would be unlawful for you or us (as relevant) to exclude or limit or attempt to exclude or limit liability.
9.2 We shall not have any liability to you (howsoever arising, including liability in tort) under or in connection with these terms, including in relation to and in respect of the provision of the Service or our inability to provide the Service for any loss of profits or anticipated savings, loss of revenue, loss of or damage to reputation or goodwill, loss of opportunity, wasted management or other staff time, losses or liabilities under or in relation to any other contract, loss of any software or data, loss of use of hardware, software or data; (in each case whether direct, indirect, special and/or consequential loss or damage) or for any other indirect, consequential and/or special loss or damage. 9.3 We expressly exclude our liability (howsoever arising, including liability in tort) ) under or in connection with this agreement for any loss or damage (whether direct, indirect, consequential and/or special) arising from or in connection with or respect of any incorrect, misleading or incomplete information which you provide to us, any Materials which you supply to us, any content which we provide and which you approve or any act or omission of a third party over who we have no control.
9.4 Our total liability to you in contract, tort (including negligence and breach of statutory duty), misrepresentation, and/or otherwise howsoever arising under or in connection with this agreement and/or provision of the Services shall be limited to the price paid or payable to us by you for the provision of Services giving rise to such liability.
9.5 You acknowledge that to provide the Services we will use third party services and products. You acknowledge and agree that if at any time and for any reason we are not able to use the third-party services and/or products (e.g. without limitation, because the third-party services and/or products are withdrawn from our use by such third-party) we may terminate this agreement with immediate effect by sending notice of such termination to the email address you provide at the time you request the Services and you acknowledge and agree that we shall have no liability whatsoever to you in respect of the early termination.
10.1 This agreement is subject to the law of England and Wales, and all disputes arising out of this agreement shall be subject to the non-exclusive jurisdiction of the English courts.
10.2 Variations of this agreement shall have effect when agreed in writing and signed by both parties.
10.3 The unenforceability of any part of this agreement will not affect the enforceability of any other part
10.4 This agreement is not enforceable by any third – party under the Contracts (Rights of Third Parties) Act 1999.