Ad Rank One Limited Terms and Conditions
1. Application
1.1 These Terms and Conditions shall apply to the provision of Services by the Supplier to the buyer.
1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the buyer or otherwise), the former shall prevail unless expressly otherwise agreed by the Supplier in writing.
2. Definitions have the following meanings:
“Business Day" a day (excluding Saturdays) on which banks generally are open for the transaction of normal banking business (other than solely for trading and settlement in Euros);
“The Buyer" means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from the Supplier;
“The Commencement Date" the commencement date for this agreement as set out in the schedule;
“Services" means the services to be provided by the Supplier to the buyer as set out in the Online Agreement;
“The Supplier" Ad Rank One Ltd, Company Registration Number: 8095611; Registered Office Address: 1 Balloon Street, Manchester, M4 4BE.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statue or provision as amended, re- enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
3. The Service
3.1 With effect from the Commencement Date the Supplier shall, in consideration of the Fees being paid in accordance with the Terms of Payment will provide the services expressly identified in the Online Agreement or otherwise agreed under this agreement.
3.2 The Supplier will use reasonable care and skill to perform the services identified in the Online Agreement or otherwise agreed under this agreement.
3.3 The Supplier shall use all reasonable endeavours to complete its obligations under the Online Agreement, within the specified time frame.
4. Price
4.1 The buyer agrees to pay the Fees in accordance with the terms of payment.
4.2 In addition the Supplier shall be entitled to recover from the buyer his reasonable incidental expenses for materials used and for third party goods and services supplied in connection with the provision of the Services.
4.3 The buyer will pay the Supplier for any additional services provided by the Supplier that are not specified in the Online Agreement in accordance with the Supplier’s then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for the Expenses.
4.4 All sums payable by either party pursuant to this Agreement are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that party shall be additionally liable.
5. Payment
5.1 All payments required to be made pursuant to this Agreement by either party shall be made within 5 days of the date of the relevant invoice in Sterling in cleared funds to our bank as the other party may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.
5.2 The time of payment shall be of the essence of these terms and conditions. If the buyer fails to make any payment on the due date in respect of the price or any other sum due under these terms and conditions then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to any statutory provision in force from time to time, have the right to charge the buyer interest on any overdue amount at the rate of 8% per annum above the base rate of England on a daily basis from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
5.3 Bad Debt. The supplier reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate of England. Should the default amount result in a debt collection agency being employed the client will be liable for all reasonable costs incurred.
5.4 The buyer agrees to pay the appropriate fees and will pay for any additional services provided by the supplier i.e. more key phrases. All the payments will be made within 5 days of the date relevant to the invoice, and in sterling pounds. The buyer understands that the paid invoice will be sent to their chosen email address.
5.5 The Supplier does not work on a contract policy, however the agreement will automatically renew for one further calendar month from the agreement date if not cancelled by the buyer. The agreement is a rolling agreement so by accepting the trial month the buyer authorises payments to be taken every month until the agreement is cancelled by the buyer.
5.6 The buyer may cancel the Marketing at any time in month 1. After that Ad Rank One Limited requires 30 days notice written to head office or by email.
5.7 The Supplier will only issue refunds to the buyer if there has been an error on its part.
6. Variation and Amendments
6.1 If the buyer wishes to vary any details of the Online Agreement it must notify the Supplier in writing (letter or email) as soon as possible. The Supplier shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the buyer.
6.2 If, due to circumstances beyond the Suppliers control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the buyer forthwith. The Supplier shall endeavour to keep such changes to a minimum and shall seek to offer the buyer arrangements as close to the original as is reasonably possible in the circumstances.
7. Termination
7.1 The Supplier may terminate the agreement forthwith if:
7.1.1 The buyer is in breach of any of its obligations hereunder; or
7.1.2 The buyer has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets; or
7.1.3 The buyer has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986; or
7.1.4 The buyer ceases or threatens to cease to carry on business; or
7.1.5 Any circumstances whatsoever beyond the reasonable control of the Supplier (including but not limited to the termination, through no fault of the Supplier, the termination of the service) that necessitates the termination for whatever reason of the provision of Services.
7.2 In the event of termination under clause 7.1 the Supplier shall retain any sums already paid to/buy by the buyer without prejudice to any other rights, may have whether at law or otherwise.
8. Sub-Contracting
8.1 Either party may sub-contract the performance of any of its obligations under this Agreement without the prior written consent of the other party. Where either party subcontracts the performance of any of its obligation under this Agreement to any person with the prior consent of the other party, that party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the party itself.
9. Liability
9.1 Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Supplier’s servants or agents or otherwise) in connection with the performance of this contract or with the use by the Client of the Services supplied.
9.1.1 Website Design and Hosting
The Supplier uses a third party hosting company to host buyers websites. The Supplier cannot be held responsible for downtime temporary or permanent or loss of the website by this third party. The Supplier cannot be held responsible for damage to or loss of a website they are creating or have created. For all content sent to the Supplier for inclusion on the website it is the buyers responsibility to check for all images and content they have obtained permission from the relevant authority and that they have not infringed copyright law. Once a website has been created and accepted by the buyer, it is the buyers responsibility to arrange for a changed password if they wish to have one. The Supplier aims to supply the first draft of new website after a minimum of 4 weeks. The Supplier may extend to a longer period.
For a website created by the Supplier and hosted by its third party hosting company, it is the buyers responsibility to notify the Supplier of the annual renewal of hosting (approximately 11 months from the date of acceptance of the website). Likewise if the Supplier obtained the domain for the buyer, it is the buyers responsibility to notify the Supplier of the annual domain renewal. This will be approx 11 months from the date of accepting the website. The buyer must provide at least 1 month’s warning. If the buyer wishes the Supplier to create either of these renewals the buyer should call the office to make payment of approximately £80 for hosting renewal and £20 for hosting renewal (subject to change). An admin fee £20 is charged. Once a buyer ceases to be a customer of the Supplier the above instructions and rates apply. It is the buyers responsibility to enter the dashboard of the website created by the Supplier to select : tools/export/ all content/download export files. This will export and save all of the posts, pages, comments, custom fields, terms, navigation menus and custom posts onto the buyers own computer. Buyers can call the office or email the Supplier to request our assistance in this matter and in saving a copy of the MySQL database.
9.1.2 SEO
Search Engine Optimisation On and Off Page. If a buyer is having additional on page SEO to a website created by the Supplier, it is the buyers responsibility to arrange for a changed password once the SEO has been completed. Prior to on page SEO being carried out on a buyers website the buyer must ensure they retain a backup copy of the website. The Supplier will carry out SEO with all due diligence and reasonable care, but cannot he held responsible for damage to or loss of a website. With respect to the SEO work which is carried out on the buyers website it is the buyers responsibility to check that they are happy with the SEO wording if any is added or changed. In carrying out off page SEO e.g. backlinking and creating Google Places, Google Local listings and directory listings all due reasonable care will be taken to add the buyers details. The Supplier cannot be held responsible for omissions of details or details added the buyer did not want on the listing. The Supplier cannot be held responsible for any backlinks lost. The Supplier will aim to rectify any errors, additions, omissions or any other matter that the buyer wishes to be changed. Overall, the Supplier cannot be held responsible for any losses to business, sales, revenue, reputation or any other matter arising from the website design, content, images, performance, downtime, damage or loss to the website in matters relating to the website, or the SEO both on and off page or any Google Listings, or directory listings or any other matter whatsoever.
9.2 The buyer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by the Supplier arising from loss or damage to any equipment (including that of third parties) caused by the buyer, its agent or employees.
9.3 The Supplier shall not be liable to the buyer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
9.4 Where the buyer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a buyer shall be joint and several obligations of such persons.
10. Force Majeure
10.1 Neither the Supplier nor the buyer shall be liable to the other or be deemed to be in breach of the Contract or Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:
10.2 Act of God, explosion, flood, tempest, fire or accident;
10.3 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
10.4 Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
10.5 Import or export regulations or embargoes;
10.6 Strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the Supplier or the buyer or of a third party);
10.7 Difficulties in obtaining raw materials, labour, fuel, part or machinery;
10.8 Power failure or breakdown in machinery.
11. Waiver
11.1 No waiver by the Supplier of any breach of these terms and conditions by the buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision or condition of this agreement shall be effective only if given in writing via post sent to our company registered address and signed by the waiving party with the appropriate notice period and then only in the instance and for the purpose for which the waiver is given.
11.2 No failure or delay on the part of any party in exercising any right, power or privilege under this agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of or the exercise of any other right, power or privilege.
12. Severance
12.1 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.
13. Copyright
13.1 The Supplier reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Supplier’s services or facilities. The Supplier reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
14. Notices and Service
14.1 Any notice or other information required or authorised by this agreement and the online Agreement to be given by the buyer to the Supplier shall be given by sending by post or registered post.
14.2 Any notice or information given by post in the manner provided by Clause 14.1 which is not returned to the sender as undelivered shall be deemed to have been given on the 3 days after the envelope containing was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered and posted, and that has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
14.3 Any notice or information sent by the Client telex, cable, facsimile transmission or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming that this is sent in month one. Any cancellation from month two on wards needs to be provided in the manner of clause 14.1.
14.4 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be affected by either party by causing to be delivered to the other party at its registered or principal office, or to such other address as may be notified to by the other party in writing from time to time.
15. Applicable Law and Jurisdiction
15.1 These terms and conditions shall be governed and construed in accordance with English and Welsh law and the parties shall submit to the non-exclusive jurisdiction of the English and Welsh courts.