Terms & Conditions

Please read these SEO Terms & Conditions carefully, as they set out our and your legal rights and obligations in relation to our SEO services.

1. Definitions and interpretation

1.1 In the Agreement:

“Agreed Keywords” means keywords and key phrases agreed between the parties and specified in the Email or elsewhere in writing, in respect of which the Services will be provided (being 5 primary and 10 secondary keywords or key phrases);

“Agreement” means the agreement between the Company and the Customer incorporating these SEO Terms & Conditions and the Email, and any amendments to it from time to time;

“Charges” means the charges specified on the Company's website at the Effective Date (including any applicable annual standing charge), as varied from time to time in accordance with Clause 9.8;

“Company” means Easy Internet Services Ltd, a limited company incorporated in England and Wales registration number 04110571 having its registered office at 1a, Westleigh Road, Leicester LE3 0HH;

“Customer” means the customer specified in the Email;

“Effective Date” means the date when the Company sends to the Customer the Email;

“Email” means the email sent by the Company to the Customer constituting the Company's acceptance of the Agreement and including details of the Agreement;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Guarantee Date” means the date 6 calendar months following the date upon which the Company notifies the Customer in writing that the initial on-site optimisation of the Website has been completed;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Package” means a package of Services, including the “Rank 1” Package, the “Rank 2” Package, the “Rank 3” Package and the “Rank Elite Package”;

“Personal Data” has the meaning given to it in the Data Protection Act 1998;

“SERPS” means the search engine results pages of the following search engines: Google.com, Google UK, Yahoo.com, Yahoo.co.uk, MSN.com, MSN.co.uk, AltaVista and All The Web;

“Services” means the services provided or to be provided by the Company to the Customer under the Agreement;

“Term” means the term of the Agreement; and

“Website” means the Customer website in respect of which the parties have agreed that the Services will be provided.

1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

1.3 The Clause headings do not affect the interpretation of the Agreement.

1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilised in the Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.

2. Term

The Agreement will come into force on the Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause 13.

3. SEO Services

3.1 The Company will promote the Website in accordance with the Package purchased by the Customer.

3.2 The Company will use reasonable endeavours to ensure that, as at the Guarantee Date, pages from the Website are ranked in the top 10 results in the SERPS for searches made using:

(a) the Agreed Keywords,

(b) variations of the Agreed Keywords; and

and the Company will use reasonable endeavours to maintain a similar level of rankings throughout the Term. The number of pages from the Website to be ranked will be as specified in relation to the relevant Package purchased by the Customer. For these purposes, the ranking of the same Website page in respect of the same keyword or key phrase in multiple SERPS will count as multiple rankings.

3.3 The Company will use reasonable endeavours ensure to place the Website in an Adwords listing on the first page of the Google and/or Google UK SERPS, in respect of a keyword selected by the Company from amongst the Agreed Keywords, within 24 hours of the coming into force of the Agreement. The Company will maintain this advertisement for such period as the Company may determine.

3.4 The Company will ensure that Rank 2, Rank 3 and Rank Elite Package Customers gain additional quality inbound links to the Website through the Services.

3.5 The Company will provide the Customer with written reports and reviews about the Website, the details and regularity of which will be as specified in the Customer's Package description.

3.6 The Company will submit the Website to the number of premium directories specified in the Customer's package.

3.7 The Company will optimise pages on the Website for the search engines, in accordance with the relevant Package description (which may include adding, deleting and/or altering text, images, pages, meta-tags, titles, mark-ups, style sheets, scripts, internal and external links and Website structure).

3.8 Where specified in the relevant Package description, the Company will:

(a) create or assist in the creation of an article for publication on the Website or elsewhere to assist in the promotion of the Website;

(b) undertake social media marketing of the Website.

4. Money-back guarantee

4.1 The Company gives the following guarantees:

(a) if the Customer is a Rank 2 Package customer, the Company guarantees that at the Guarantee Date, at least 3 of the Agreed Keywords will be ranked within the top 10 positions in the Google and/or Google UK SERPS;

(b) if the Customer is a Rank 3 Package customer, the Company guarantees that at the Guarantee Date, at least 4 of the Agreed Keywords will be ranked within the top 10 positions in the Google and/or Google UK SERPS;

(c) if the Customer is a Rank Elite Package customer, the Company guarantees that at the Guarantee Date, at least 5 of the Agreed Keywords will be ranked within the top 10 positions in the Google and/or Google UK SERPS,

subject always to Clause 4.2.

4.2 The guarantees in Clause 4.1 are limited as follows:

(a) no guarantee applies where the parties have agreed so in writing;

(b) where the Customer fails to implement within 5 working days any recommendation of the Company given in the course of the Services, all guarantees will cease to apply;

(c) where any changes to the Website made by the Company or on the recommendation of the Company are altered, reverted or deleted, all guarantees will cease to apply (see also Clause 4.3);

(d) where the Customer redesigns (in whole or part) the Website, all guarantees will cease to apply;

(e) where the Customer changes the domain name or URL/folder structure of the Website, all guarantees will cease to apply;

(f) where the Customer is a pre-existing customer under a contract pre-dating the Effective Date which contains no guarantees, or under which the guarantees have been met as at the Effective Date of the Agreement, then no guarantees will apply.

4.3 Where any changes to the Website made by the Company or on the recommendation of the Company are altered, reverted or deleted, then the Customer must notify the Company immediately. The Company may apply an additional charge (calculated by the Company reference to the Company's standard hourly rate from time to time, with a minimum of £75.00) in respect of restoration and remedial work.

4.4 Where the Company fails to fulfil the guarantee in Clause 4.1, the Customer may, by giving written notice to the Company within 30 days following the Guarantee Date, terminate the Agreement and claim a full refund of all amounts paid by the Customer to the Company under the Agreement. The Company will pay such refund within 30 days following receipt of the Customer's notice under this Clause 4.4.

5. Ancillary products, services and licences

The Company will upon request provide to the Customer additional free products, services and/or licences, subject to the provisions of this Clause 5:

(a) the use of the relevant free product, service or licence will be subject to the Customer agreeing to the appropriate terms and conditions;

(b) the specification of free products, services and licences is subject to change at the discretion of the Company;

(c) should the Agreement be terminated, then at the discretion of the Company, the provision of the free products, services and licences may be terminated, or the continued provision of the (formerly free) products, services and licences may be subject to the payment of a fee or charge;

(d) the free products, services and licences will be provided for such period as the Company may agree or specify form time to time.

6. Customer Responsibilities

The Customer will provide to the Company:

(a) the ability to access and make changes to the Website (or, where the Company agrees, the Customer will promptly make any changes to the Website requested by the Company);

(b) assistance in determining appropriate keywords and key phrases which should be targeted using the Services;

(c) direct access to analytical data concerning the Website, such as data concerning referral sources, visitor activity, Website usage, conversion rates, and similar data.

7. Legality

7.1 The Customer must not use the Website:

(a) to host, store, send, relay or process any material; or

(b) for any purpose;

which is unlawful, illegal, fraudulent, or which breaches any applicable laws, regulations or legally binding codes, or infringes any third party rights, or may give rise to any form of legal action against the Company or the Customer or any third party.

7.2 Where the Company reasonably suspects that there has been a breach of the provisions of this Clause 7, the Company may suspend any or all of the Services and/or the Customer’s access to any or all Services while it investigates the matter.

7.3 Any breach by the Customer of this Clause 7 will be deemed to be a material breach of the Agreement.

7.4 The Customer hereby indemnifies and undertakes to keep indemnified the Company against any and all liabilities, damages, losses, expenses and costs (including legal expenses and amounts paid in settlement of any claim or legal action) arising, directly or indirectly, out of any breach or alleged breach by the Customer of this Clause 7.

8. Intellectual Property Rights

8.1 The Customer grants the Company a non-exclusive licence to use the Website to the extent required for the Company to perform its obligations and exercise its rights under the Agreement.

8.2 All Intellectual Property Rights in any works arising in connection with the performance of the Services by the Company will be the property of the Company. Where the Company modifies the Website in the process of providing the Services, the Company hereby grants to the Customer a non-exclusive royalty-free licence to use such modifications in connection with the Website.

9. Charges and payment

9.1 The Company will issue invoices to the Customer in respect of Charges, and the Customer will pay the Charges, in advance.

9.2 The provision of Services by the Company to the Customer under the Agreement may, at the Company's discretion, be subject to the prior receipt in all payments due under invoice, and Services may be suspended where any amount is unpaid by the due date.

9.3 Charges must be paid by debit or credit card, World Pay, or by standing order.

9.4 Credit and debit card payments may be automatically deducted from the Customer's card upon or after the issue of an invoice. Any payment requests that fail may incur an additional administration fee at the discretion of the Company.

9.5 All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise.

9.6 If the Customer does not pay any amount properly due to the Company under or in connection with the Agreement, the Company may claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

9.7 The Company may vary the applicable Charges by giving to the Customer not less than 30 days' written notice of the variation expiring on any anniversary of the Effective Date.

10. Warranties

10.1 The Customer warrants to the Company that it has the legal right and authority to enter into and perform its obligations under the Agreement.

10.2 The Company warrants to the Customer:

(a) that it has the legal right and authority to enter into and perform its obligations under the Agreement; and

(b) that it will perform its obligations under the Agreement with reasonable care and skill.

10.3 The Customer acknowledges that:

(a) search engine algorithms will change from time-to-time, which may affect the Website’s rankings in the search engine results pages, and the Company has no control over such changes;

(b) it can take many months for the Services to have any significant effects upon the ranking of a Website in the search engine results pages;

(c) SEO site promotion is an ongoing task and, should the Customer terminate the Agreement and/or stop promoting the Website, that would be likely to have a negative impact upon the effects of the Services;

(d) the Company will not be responsible for any alterations to the Website made by the Customer or any third party that reverse or effect changes made to the Website by the Company as part of the Services;

(e) the promotion of the Website may lead to higher traffic levels and bandwidth requirements for the Website, and the Customer will be responsible for arranging and paying for such requirements;

(f) notwithstanding the Services, the Website’s search engine results page rankings and traffic levels may decrease as well as increase; and

(g) the Company does not own or control any search engines or directories to which the Website may be submitted, and no refunds will be given in the event of any refusal to include the Website in a search engine or directory database.

10.4 Subject to the provisions of Clause 3 and Clause 4:

(a) the Company does not warrant that any particular results will be achieved through the Services; and

(b) where the Company indicates specific targets that it will attempt to meet through the provision of the Services, such targets are not warranted and a failure to meet such targets will not be a breach of the Agreement.

10.5 All of the parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law, no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

11. Limitations of liability

11.1 Nothing in the Agreement will exclude or limit the liability of either party for:

(a) death or personal injury caused by that party's negligence;

(b) fraud or fraudulent misrepresentation on the part of that party; or

11.2 Subject to Clause 11.1 and without affecting the indemnity in Clause 7.4, the Company's liability to the Customer under or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence), will be limited as follows:

(a) the Company will not be liable for any:

(i) loss of profits, income or anticipated savings,

(ii) loss or corruption of any data, database or software,

(iii) reputational damage or damage to goodwill;

(iv) loss of any commercial opportunity, or

(v) indirect, special or consequential loss or damage;

(b) the Company will not be liable for any losses arising out of a Force Majeure Event; and

(c) the Company's liability in relation to any event or series of related events will not exceed the amount payable (or which would be payable) by the Customer to the Company in respect of 1 year of Services under the Package purchased by the Customer.

12. Data protection

12.1 The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to the Company under the Agreement, and that the processing of that Personal Data by the Company for the purposes of and in accordance with the terms of the Agreement will not breach any applicable laws (including the Data Protection Act 1998).

12.2 The Company warrants that:

(a) it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by the Company on behalf of the Customer; and

(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by the Company on behalf of the Customer.

13. Termination

13.1 Either party give written notice of termination of the Agreement to the other party at any time, and the Agreement will then terminate when the period of Services in respect of which invoices have been previously issued by the Company comes to an end.

13.2 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party:

(a) commits any material breach of any term of the Agreement, and:

(i) the breach is not remediable; or

(ii) the breach is remediable, but other party fails to remedy the breach within 30 days of receipt of a written notice requiring it to do so; or

(b) persistently breaches the terms of the Agreement; or

13.3 Either party may terminate the Agreement immediately by giving written notice to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement);

(d) (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

14. Effects of termination

14.1 Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1. 4.4, 7.4, 8.2, 9.7, 11, 14 and 15.

14.2 Termination of the Agreement will not affect either party’s accrued rights (including accrued rights to be paid) as at the date of termination.

14.3 If the Agreement is terminated by the Customer under Clause 13.2 or 13.3 (but not in any other case) the Customer will be entitled to a refund of any Charges paid by the Customer to the Company in respect of any Services which were to be performed after the date of effective termination, and will be released from any obligation to pay such Charges to the Company (such amount to be calculated by the Company using any reasonable methodology).

14.4 Save as provided in Clause 14.3 and Clause 4.4, the Customer will not be entitled to any refund of Charges on termination, and will not be released from any obligation to pay Charges to the Company.

14.5 If the Agreement is terminated by the Company under Clause 13.2 or 13.3, or if any amount is owed to the Company upon the termination of the Agreement, the Company may (without prejudice to any other rights the Company may have):

(a) revert any changes to the Website and/or delete any material from the Website, made or added by or on the instructions of the Company in the course of the provision of the Services under the Agreement;

(b) delete and/or cancel any and all advertising campaigns, directory subscriptions, similar subscriptions, inbound links and site maps relating to the Website.

15. General

15.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

15.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

15.3 Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties.

15.4 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

15.5 The Company may freely assign its rights and obligations under the Agreement without the Customer’s consent. Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any rights or obligations under the Agreement.

15.6 The Company may subcontract any of its obligations under the Agreement to any third party.

15.7 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

15.8 Subject to Clause 11.1:

(a) the Agreement will constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter;

(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement; and

15.9 The Agreement will be governed by and construed in accordance with the laws of England and Wales; and the courts of England will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.