Disclaimer

This document sets out important information regarding the remit of the obligations and liabilities of Bazooka Search Limited t/a The Search Initiative (“we”/”us”) in relation to our services.  Please would you review this document carefully and sign below to confirm your agreement to its terms and your agreement to the disclaimers contained within it.  

Conditions”: has the meaning given in Conditions;

Contract”: the Contract Schedule, the Conditions and this document and any document referred to in any of the foregoing;

Contract Schedule”: has the meaning given in Conditions;

Relevant Website(s)”: has the meaning given in the Contract Schedule;

Services”: has the meaning given in Conditions;

you”: [your name or organization].

Terms and Conditions of Business

The Customer's attention is particularly drawn to the provisions of condition 9.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges: the charges payable by the Customer for the supply of the Services in accordance with condition 5.

Conditions: these terms and conditions of business as amended from time to time in accordance with condition 12.8.

Contract Schedule: the document described as such and attached to these Conditions.

Customer: the person described as such in the Contract Schedule.

Customer’s Representative: the person identified as such in the Contract Schedule.

Deliverables: all documents, products and materials developed by the Supplier or its agents, subcontractors, consultants and employees in relation to the Services in any form including reports, data, computer programs and specifications (including drafts).

Disclaimer: the document described as such and attached to these Conditions.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Relevant Website(s): has the meaning given in the Contract Schedule.

Services: the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Contract Schedule together with any other services which the Supplier provides, or agrees to provide, to the Customer.

Supplier: Bazooka Search Limited t/a The Search Initiative, a company registered in England and Wales with company number 07342869.

Supplier’s Representative: the person identified as such in the Contract Schedule.

Access to the Customer’s systems and provision of materials

Notification of modifications to Relevant Website(s)

Confidentiality regarding backlinks

Customer Default

Non-Solicitation

Miscellaneous obligations

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain (including, without limitation, details of the Supplier’s search engine optimisation methods and strategies). The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know for the purpose of discharging the Receiving Party's obligations under the Contract, or for the purpose of receiving the benefit of the Services as anticipated by the parties, and shall ensure that such employees, agents and subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This condition 8 shall survive termination of the Contract.

On termination of the Contract for any reason:

Applicable up to 15th June 2017:

Terms Of Business

TERMS OF BUSINESS

1.1 Introduction and definitions

1.1.1 The Company agrees to provide the Client with the Services, including Search Engine Optimisation (SEO) and reporting services, as further described in this agreement, with the aim of increasing internet traffic to the Websites and obtaining Preferential Positioning.

1.1.2 The effective date of this agreement shall be the Start Date contained in the earliest Statement of Work executed between the parties.

1.1.3 This agreement shall continue indefinitely subject to either party giving express notice of termination as described further below.

1.2 Defined terms

Brand Guidelines: Client’s brand guidelines as provided to the Company in writing by the Client from time to time.

Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or subcontractors involved in the provision or receipt of the Services (together its Representatives) to the other party and that party’s Representatives in connection with this agreement that is either labelled as such or else that should reasonably be considered as confidential because of its nature and the manner of its disclosure.

Deliverables: the web pages developed by the Company under this agreement containing content, links, tagging and other search engine optimisation techniques in order to increase the ranking and prominence of the Website (and/or its web pages) in the result pages of search engines (“SEO Pages”); reports; analyses; statistics; content and other materials required to be delivered by the Company in accordance with this agreement.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up, rights to goodwill or to sue for passing off (or unfair competition), rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and be granted, and renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Materials: the content provided to the Company by the Client from time to time in order for the Company to perform the Services.

Pre-Existing Work: the works, concepts, items and materials either developed or procured to be developed by the Company or its personnel at any time for use in relation to the Company’s business or any or all of the Company’s customers generally and not specifically for the provision of the Services or Deliverables to Client.

Preferential Positioning: higher position of the website in SE ranking.

SEO Pages: the web pages developed by Company under this agreement and Statement of Work containing content, links, tagging and other search engine optimisation techniques in order to increase the ranking and prominence of a Website (and/or its web pages) in the result pages of search engines.

Services: such services which the Company may provide pursuant to a Statement of Work, and all other services reasonably necessary to be performed by the Company in order to carry out its obligations under this agreement and any applicable Statement of Work.

Unsuitable Content: any material or content that is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing, blasphemous or in breach of any third party’s Intellectual Property Rights.

Virus: any thing or device (including any software, code, file or program) whose purpose or possible function is to deliberately disable a computer or network or impair or adversely affect its performance or prevent or hinder access to any program or data, or impair the operation of any program or the reliability of any data including a computer virus, trojan horse, worm, logic bomb, back door or similar item.

2.1 This agreement is structured so that individual Statements of Work will be entered into by the parties and such Statements of Work are governed by and subject to this agreement. In the event of inconsistency or conflict between this agreement and any Statement of Work, the terms of the Statement of Work shall take precedence to the extent of the conflict or inconsistency, except that definitions shall be contained in the Terms, while descriptions of specific instances – in the Statement of Work.

2.2 The Client shall only be committed to purchasing and the Company shall only be committed to providing any Services or delivering any Deliverables upon written approval by both parties of a Statement of Work and in those cases, in respect of such Services and Deliverables as contained in the Statement of Work.

2.3 Each Statement of Work shall specify the Charges relevant to it.

2.4 Each Statement of Work unless otherwise agreed by the parties shall constitute a separate contract under this agreement and any defined terms used in each Statement of Work shall have the same meaning as set out in this agreement.

3.1 The Company may:

3.2 For the avoidance of doubt, where the Client requests services or reports not expressly included in the Statement of Work, these will be charged additionally.

4.1 To enable it to provide Services, the Company may request the Client, and the Client agrees to provide without undue delay, the following:

4.2 Where any part of or aspect of a Website is modified or intended to be modified in any way (whether in respect of any of its code, text or otherwise), the Client shall as soon as practicable notify and keep the Company notified in writing of the changes made or intended to be made to a level of sufficient detail to enable the Company to understand the nature and implications of the (intended) modifications for the Services and the modified Website. This is likely to be especially important where a major set of changes is planned (eg, before going “live” with a new Website or new version of the Website, in comparison to a previously communicated version) but is intended to apply generally.

4.3 For the avoidance of doubt, the obligation to notify contained in clause 4.2 extends to modifications undertaken by Client’s representatives, shareholders, owners, officers, employees or contractors (eg, web developers)).

4.4 The Company shall promptly report to the Client in writing any material issues with the performance of the Services and/or Website.

5.1 The Client shall pay the Company the Charges required by a Statement of Work. Where this is further required by a Statement of Work, the Company shall issue invoices to the Client upon payment.

5.2 Where no contrary provision is made in a Statement of Work, the Client shall make all payments within 30 days of the last day of the month to which a Service relates (eg, Services performed between 10-12 January will be payable by 2 March in a non-leap year).

5.3 Payments shall not be conditional on the issue of any invoices or any other payment-related document.

5.4 All Charges are exclusive of VAT or similar taxation required to be levied by the Company under the relevant VAT or similar legislation (including, but not limited to the UK Value Added Tax Act 1994). VAT or similar taxation required to be levied by the Company shall be payable by the Client at the applicable rate, if any.

5.5 If the Client fails to make any payment due to Company under this agreement by the due date for payment, then it shall pay interest on the overdue amount at the rate of 12% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.

5.6 The Client shall, on request:

Where the Company has made recourse to a Payment Method, it shall notify the Client as soon as reasonably practicable.

5.7 All payment processing and related charges and conversion rates costs (where compared to the interbank rate quoted for the date of conversion at oanda.com or by similar sources) (whether such charges are due to banks, electronic money providers, payment gateways, or others)) shall be borne by the Client.

5.8 The Company reserves the right to suspend the provision of Services to a Client where a due payment is late without notice. It will use its best endeavours to notify the Client in writing where this occurs. The Client should be aware that this may have an adverse impact on the positioning of the Websites.

6.1. As part of the provision of its Services under a Statement of Work, the Company may acquire or procure the use of internet domains and internet domain names (collectively, “the Domains”). Title to these Domains shall belong or continue to belong to the Company or to a third party whose permission to deploy the Domains for the Services the Company shall have.

6.2. Where Services under a Statement of Work have been provided by the Company to a Client for a period of 6 months or more, and the Client has made all payments to the Company properly due under this agreement, the Company shall within a reasonable time transfer the names of half of all Domains in use at the 6th month, and the remainder of the Domains used in relation to the Services after 12 months, provided the Client has continued to make all due payments.

6.3. The Company reserves and the Client agrees to grant to the Company the right to choose which domain names to use and the mechanism(s) of transferring these domains. Should assistance from the Client be reasonably required by the Company to give effect to the transfer of the domains under clause 6.2, the Client shall provide any such assistance that is reasonably required by the Company. If the Client fails to provide assistance that has been reasonably required, the Company is relieved of any liability arising out of the same.

6.4 In respect of Services to be provided under each Statement of Work, if payments continue to be made by a Client pursuant to it for a period of at least 3 months, the Company shall keep links built to the Client’s Website’s domains which are the subject of the Statement of Work live for three months, and will not use such links to promote any Websites which compete with any Websites subject to the Statement of Work.

6.5 Domains bought by the Company will expire twelve months after purchase from the registrar. The Company is not obliged to renew ownership of these domains after expiration.

6.6 The company is not liable to replace domains should they be de-indexed by Google or drop in Majestic, Moz or Ahrefs metric scores.

7.1 Licence to Client over deliverables.

To the extent that any Pre-Existing Work is incorporated into the Deliverables it shall remain the property of the Company. The Company hereby grants (and if the Pre-Existing Work shall include any third-party materials, it shall procure such grants from any such third parties) to the Client a non-exclusive, transferable, irrevocable, worldwide and perpetual licence to use such Pre-Existing Work as part of the Deliverables.

7.2 Licence to the Company

The Client grants the Company a limited, non-exclusive, non-transferable, revocable and worldwide licence to access and use the:

solely to provide the Services to the Client in accordance with this agreement and the Brand Guidelines during the term of the agreement.

7.3 Non-competition for Client IP

7.3.1 The Company shall not, without the written consent of Client (which the Client may withhold in its sole discretion) bid on or otherwise purchase any keyword that contains:

7.3.2 Unless permitted under clause [number 12.7], the Company has the right to transfer ownership of Intellectual property if the Client makes any press release or makes any public statement about such links.

7.3.3 The Intellectual Property in any content created by the Company for the Clients’ own Websites will belong to the Client from the date of its creation unless expressly agreed otherwise.

The Client shall indemnify the Company against all costs (including legal fees), damages and liabilities arising from negligent or intended acts on the Client’s part constituting an infringement of any copyright, trade secret, trade mark, service mark, patent, invention, proprietary information or nondisclosure rights of any third party and content picked up from third party websites. To the full extent of the law, the Client will indemnify the Company for any expenses or damages resulting from claims made by third parties with regard to usage of Material. The liability of the Client to indemnify the Company under this clause is not limited by termination of this agreement.

The Company warrants, represents and undertakes that all content (excluding the Materials) that it develops for the Deliverables pursuant to this agreement will not contain any material or content that is obscene, pornographic, seditious, defamatory, threatening, liable to incite racial hatred, menacing, or in breach of any third party’s Intellectual Property Right (“Unsuitable Content”). The Company shall notify the Client immediately if it becomes aware that any content in the Deliverables may be Unsuitable Content.

10.1 The Company shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from:

10.2 In no event will the Company or its Directors, Employees or Agents be liable to the Client or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits or lost data, arising from use of our Services, Deliverables (including the SEO Pages), any other content, analytics, webmaster tools, any related software, which the Company has provided access to or use of or has recommended, even in case the Company is aware or has been advised of the possibility of such damages.

10.3 Notwithstanding anything to the contrary contained herein, the Company’s liability to the Client for any cause whatsoever, and regardless of the action, for an action connected with a Statement of Work will be limited to the amount of Charges you have paid under that Statement of Work, if any, and where an action or claim is in respect of more than one Statement of Work, to the Charges paid under those Statement of Works, if any.

10.4 Without prejudice to the generality of the foregoing, your attention is drawn to the fact that the Company’s liability is expressly excluded in the following cases:

11.1 Each of the parties warrants to the other that:

11.2 The Client warrants, represents and undertakes that:

(i) the Company has no control over the policies of search engines with respect to the type of Websites and/or content that they accept for indexing or ranking purposes, or may accept in the future;

(ii) the Client’s Website may be excluded from any directory, list, index or rank at any time at the sole discretion of the search engine or directory.

(iii) occasionally, search engines will drop listings for no apparent or predictable reason which may or may not devalue certain parts of the Services previously provided by Company. The Company will use its best endeavours to adapt any Services provided in accordance with its understanding of the most recent search engine algorithms and where applicable, resubmit the site based on its understanding of the current policies of the search engine in question;

(iv) the intended preference in the positioning of the Website applies to the average search result instance;

(v) features, including: the search queries sent; the equipment used for the query; the profile of the sending user (eg, geographic location; user agent or query language) and his or her search history, may affect considerably the Services;

(vi) due to the competitiveness of some search keywords/phrases, on-going changes in search engine ranking algorithms and other factors beyond its control, the Company does not guarantee specific position(s) or consistent ranking for any particular keyword, phrase or search term.

11.3 The Company warrants, represents and undertakes that:

11.4 Good faith assistance with penalty removal:

The Company undertakes the Services assuming that the Client’s website is free from any Unsuitable Content and/or the Client’s website is not subject to any previous penalties by Google. In case during the implementation of the Services a penalty is imposed on the Client’s website, the Company shall in good faith provide its best efforts to assist the Client with the necessary means to remove the penalty. The Company shall provide such efforts as long as the present agreement is in place between the parties.

11.5 The Company shall make all reasonable efforts to implement further additional changes, amendments, updates and modifications to its Services in order to prevent any possible penalties to the Client’s website.

12.1 During the term of this agreement, and at all times thereafter, the parties agree that they will not disclose to others, use for their own benefit or for the benefit of anyone other than the other party, or otherwise appropriate or copy, any Confidential Information, except as required in the performance of its obligations under this agreement (this exception being capable of benefitting only the Company).

12.2 Each party will keep confidential the Confidential Information of the other party, and will not disclose that Confidential Information except as expressly permitted under the present agreement.

12.3 Each party will protect the confidentiality of the Confidential Information of the other party using at least reasonable security measures.

12.4 The Confidential Information of a party may be disclosed by the other party to its employees and professional advisers, provided that each recipient is legally bound to protect the confidentiality of the Confidential Information.

12.5 These obligations of confidentiality will not apply to Confidential Information that:

12.6 The parties agree not to disclose the existence of the present relationship and the present agreement to any other party, except in the cases listed in Clause 12.5 above.

12.7 The Parties:

except as required by law or a court order.

13.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

13.2 For the purposes of clause 13.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

over any two-month period during the term of this agreement. In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

13.3 Without affecting any other right or remedy available to it, either party may terminate this agreement on giving not less than 2 months’ written notice to the other party.

On expiry or termination of this agreement:

Part 1

Part 2

Part 3:

Clause 1 Introduction and definitions

Clause 2 Structure of Agreement

Clause 3 Scope of Services

Clause 5 Payment of Charges

Clause 7 Intellectual Property and Licenses

Clause 8 Indemnity

Clause 9 Company’s warranties as to unsuitable content

Clause 10 Limitation and exclusion of liability

Clause 11 Warranties, representations and undertakings

Clause 12 Confidentiality

Clause 14 Consequences of termination

Clause 15 Notices

Clause 16 Governing law and jurisdiction

15.1 Any notice or other communication given to or by a party under or in connection with this agreement shall be in writing and shall be delivered by hand or sent by recorded delivery pre-paid first-class post or other next working day delivery service with recorded receipt, to the receiving party’s registered address for the time being or sent by e-mail to the e-mail addresses for the parties contained in Part 1 of the Statement of Work applicable between them at the time, or where more than one Statement of Work is in place, the most recently dated one. The date of a Statement of Work for these purposes shall be the Start Date in Part 1 of the Statement of Work.

15.2 Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or if sent by e-mail, at the time of actual receipt.

16.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England. The parties irrevocably agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

16.2 While a Client’s address for service in any dispute or proceedings connected to this agreement is situated in a jurisdiction other than the UK, the Client shall indemnify the Company’s direct and indirect costs, charges and disbursements (including legal fees and costs) arising from its oversea situation.