Terms and Conditions
1 DEFINTIONS
1.1 In
these Terms and Conditions, unless the context otherwise requires, the
following terms shall have the following meaning:
1.2 -"Application" means an application for the provision of the
Services submitted by the Client to GetRecognised Submission Service ; "GetRecognised
Submission Service" means The Web Site Submission Service provided byPromo
Marketing and Design of 110 Penny Lane Liverpool L18 1DQ "Client" means
the person, firm or company whose Application is accepted by GetRecognised
Submission Service ; "Services" means the services to be provided by GetRecognised
Submission Service to the Client "Terms and Conditions" means these terms
and conditions including any Schedules hereto. "Web Site" means the website
as specified on the application "Keywords" means the words used to search
for the web site on the Internet search engines
1.2 Any agreement between GetRecognised Submission Service and the
Client for the provision of the Services (an "Agreement") shall be entered
into on the basis of these Terms and Conditions to the exclusion of any
other terms and conditions set out or referred to in any document or other
communication used by either party in concluding such an Agreement. In
the event of any conflict between these Terms and Conditions and any other
document or communication, these Terms and Conditions shall prevail.
1.3 Clause headings are for ease of reference and do not form part
of nor shall they affect the interpretation of these Terms and Conditions.
1.4 Where the context so admits or requires words denoting the
singular include the plural and vice versa and words denoting any gender
include all genders.
1.5 References to each party include its permitted assigns and
successors by operation of law.
1.6 A person who is not a party to a Contract has no rights under
the Contract (Rights of Third Parties) Act 1999 to enforce any Term of
these Terms and Conditions.
2
TERM
2.1 Any Agreement shall commence on the date of acceptance by GetRecognised
Submission Service of the Application by the Client and shall continue
for an initial period of 12 months and annually thereafter unless and
until terminated by either party on giving to the other 30 days written
notice such notice to expire no earlier than the end of the initial period
3 SERVICES
3.1 GetRecognised Submission Service shall provide the Services using
all reasonable care and skill subject to payment by the Client of all
amounts payable hereunder on the dates specified herein or on the Application.
3.2 The Client shall do all things and provide all such information
as is reasonably required by GetRecognised Submission Service to provide the
Services in accordance with these Terms and Conditions.
4 DATA BACKUP
4.1 Whilst GetRecognised Submission Service shall use its reasonable endeavors
to ensure that backup copies of the Web Site and all Client data contained
in the Web Site are made at reasonable intervals, the Client shall be
solely responsible for the backup of such data and GetRecognised Submission
Service shall not be liable for any damages, loss, costs or other expenses
arising out of or in connection with any loss of data by the Client which
are due to the failure of the Client or GetRecognised Submission Service to
back up such data.
4.2 The Client may be charged a nominal fee if the Client or any
person acting on the Client's behalf overwrites the work carried out by
the GetRecognised Submission Service.
5 CHARGES
5.1 The fees payable to GetRecognised Submission Service in respect of
the Initial Service are specified in the application form.
5.2 All charges are exclusive of VAT and any other applicable purchase
tax, import and all other duties. Any failure by the Client to pay any
fees due under these Terms and Conditions on the date specified shall
be deemed to be a "material breach" of these Terms and Conditions.
5.3 If the Client is overdue with any payments hereunder, then
without prejudice to GetRecognised other rights and remedies the Client shall
be liable to pay to GetRecognised Submission Service a flat fee of £15 for
each correspondence as well as interest on the amount payable at an annual
rate of 5% above the prevailing base rate of Lloyds Bank Plc, which interest
shall accrue on a daily basis from the date payment becomes overdue until
GetRecognised Submission Service has received payment of the overdue amount
together with all interest.
5.4 The client will pay the total fee for the service plan. If
the GetRecognised Submission Service fails to meet the monthly criteria the
Client will receive a monthly repayment fee.
6 TERM AND TERMINATION
6.1 Either party may terminate any agreement governed by these Terms
and Conditions with immediate effect on written notice if the other party
(the "Defaulting Party"): 6.1.1 commits a material breach or persistent
breaches of these Terms and Conditions and (in the case of a breach or
breaches which is or are remediable) fails to remedy the same within 30
days of receiving a written notice specifying the nature of the breach
and requiring the same to be remedied; or
6.1.2 becomes or is deemed to be insolvent or is unable to pay
its debts (within the meaning of the Insolvency Act 1986) or (except for
the purposes of a genuine amalgamation or reconstruction) a petition is
presented or meeting convened or resolution passed for the purpose of
winding up the Defaulting Party or the Defaulting Party enters into liquidation
whether compulsorily or voluntarily or compounds with its creditors generally
or has a receiver, administrator or administrative receiver appointed
over all or any part of its assets or the Defaulting Party ceases to carry
on all or a substantial part of its business.
6.2 Notwithstanding any of its other remedies under these Terms
and Conditions GetRecognised Submission Service shall, at its sole discretion,
have the right to suspend the Services at any time if:-
6.3 The termination of any Agreement (for whatever reason) shall
not affect the respective rights and liabilities of each of the parties
accrued prior to such termination.
7 CONSEQUENCES
OF TERMINATION
7.1 Upon the termination of any Agreement for any reason whatsoever:-
7.1.1 GetRecognised Submission Service may cease to promote the Web
Site with immediate effect; and
7.1.2 each party shall on request promptly return any documents
or papers relating to the business of the other party (including any of
the other party's Confidential Information) which it then has in its possession
or control.
8 GetRecognised SUBMISSION
SERVICE LIABILITY
8.1 GetRecognised Submission Service maximum aggregate liability under or
in connection with any Agreement, or any collateral contract, whether
in contract, tort (including negligence) or otherwise, shall in no circumstances
exceed the fees set below to be payable to the Client in respect of the
Services under the relevant Agreement.
Level One £250
Level Two £650
Level Three £850
Level Four £850
These figures are based on the work undertaken independantly to the paid
search search submission
8.2 Nothing in these Terms and Conditions shall exclude or in any
way limit GetRecognised Submission Service liability for fraud, or for death
or personal injury caused by its negligence, or any other liability to
the extent the same may not be excluded or limited as a matter of law.
8.3 Subject to Clause 8.2 GetRecognised Submission Service shall not
be liable under or in connection with these Terms and Conditions or any
collateral contract for any loss of income, loss of data, loss of anticipated
savings, loss of profits or contracts or for any indirect or consequential
loss or damage of any kind howsoever arising and whether caused by tort
(including negligence), breach of contract or otherwise.
9 INTELLECTUAL
PROPERTY RIGHTS
9.1 The Client warrants that it has obtained for itself and for GetRecognised
Submission Service all necessary consents, approvals and licenses for
use of the web site and keywords.
9.1 In the event that the use of the Content infringes the intellectual
property rights of any third party, the Client will immediately replace
the infringing part at its own expense with non-infringing material.
9.2 The Client agrees to indemnify and keep GetRecognised Submission
Service indemnified and defend it at its own expense from and against:-
9.3 any and all claims that the Content or any act or omission
by the Client, its employees, agents and representatives infringes any
copyright, trademark or other intellectual property rights of any third
party;
9.4 any infringement by the Client, its employees, agents and representatives
of GetRecognised Submission Service intellectual property rights howsoever
arising and shall compensate GetRecognised Submission Service for any loss,
damages and other expenses arising out of or in connection with such infringement.
10 FORCE MAJEURE
10.1 Neither party shall be liable for any delay in performing or
failure to perform its obligations hereunder to the extent that and for
so long as the delay or failure results from any cause or circumstance
whatsoever beyond its reasonable control (an "event of force majeure"),
provided the same arises without the fault or negligence of such party
and the affected party notifies the other party within two (2) working
days of becoming aware of the same of such event of force majeure and
the manner and extent to which its obligations are likely to be prevented
or delayed, and provided also that the occurrence of any such event of
force majeure shall not have the effect of discharging or postponing the
affected party's payment obligations hereunder.
10.2 If any event of force majeure occurs, the date(s) for performance
of the obligation(s) affected shall be postponed for so long as is made
necessary by the event of force majeure provided that if any event of
force majeure continues for a period of or exceeding 30 days, the non-affected
party shall have the right to terminate any agreement governed by these
Terms and Conditions forthwith on written notice to the affected party.
Each party shall use its reasonable endeavours to minimise the effects
of any event of force majeure.
11 CONFIDENTIAL
INFORMATION AND SECURITY
11.1 All information, drawings, specification, documents, contracts,
design material and all other data, which either party may have disclosed
and may from time to time disclose to the other party relating to its
business, clients, prices, services, requirements, the Software, the Web
Site, the Services and these Terms and Conditions, including any technical
specifications (the "Confidential Information"), are proprietary and confidential
to the disclosing party.
11.2 Each party hereby agrees and undertakes to the other that
it will use such Confidential Information and all other data solely for
the purposes of these Terms and Conditions and it will not, at any time
during or at any time after the completion, expiry or termination of any
Agreement use or disclose the same whether directly or indirectly, to
any third party without the other party's prior written consent.
11.3 Each party further agrees and undertakes that it will not
itself or through any subsidiary or agent use, sell, licence, sub-licence,
create, develop or otherwise deal in any Confidential Information supplied
to it by the other party or obtained while performing any Agreement.
11.4 Each party will ensure that each of its employees, agents
or sub-contractors will comply with the provisions contained within this
Clause.
11.5 The provisions of this Clause do not apply to any confidential
information or data which :-
11.5.1 is or becomes freely available in the public domain through
no default of the receiving party; or
11.5.2 is required to be disclosed by any court of competent jurisdiction
or statutory or regulatory authority; or
11.5.3 is received from a third party which owes no duty of confidentiality
in respect of such information.
12 DATA PROTECTION
12.1 Each party shall for the duration of any agreement governed by
these Terms and Conditions comply with the provisions of the Data Protection
Act 1998, (including the data protection principles set out in that Act)
and any similar or analogous laws, regulatory requirements or codes of
practice governing the use, storage or transmission of personal data and
shall not permit anything to be done which might cause or otherwise result
in a breach by either party of the same.
13 NOTICES
13.1 Except as expressly stated herein to the contrary, all notices
and other communications required or permitted to be given under these
Terms and Conditions shall be in writing and shall be delivered or transmitted
to the intended recipient's address as specified above or such other address
as either party may notify to the other for this purpose from time to
time. Any notice shall be treated as having been served on delivery if
delivered by hand, two working days after posting if sent by pre-paid
registered mail, on delivery if sent by courier and on confirmation of
transmission if sent by facsimile. For the avoidance of doubt, notice
under these Terms and Conditions shall not be validly served if sent by
e-mail.
14 ASSIGNMENT AND
SUB-CONTRACTING
14.1 GetRecognised Submission Service may and shall, as it deems fit,
sub-contract part or all of its obligations under these Terms and Conditions.
15 GENERAL
15.1 The failure of either party to enforce or to exercise at any
time or for any period of time any term of or any right pursuant to these
Terms and Conditions does not constitute, and shall not be construed as,
a waiver of such term or right and shall in no way affect that party's
right later to enforce or to exercise it.
15.2 If any term of these Terms and Conditions is found to be illegal,
invalid or unenforceable under any applicable law, such term shall, insofar
as it is severable from the remaining terms, be deemed omitted from these
Terms and Conditions and shall in no way affect the legality, validity
or enforceability of the remaining terms.
15.3 These Terms and Conditions contain all the terms agreed between
the parties regarding its subject matter and supersede any prior agreement,
understanding or arrangement between the parties, whether oral or in writing.
No representation, undertaking or promise shall be taken to have been
given or be implied from anything said or written in negotiations between
the parties prior to any agreement governed by these Terms and Conditions
except as expressly stated in these Terms and Conditions. Neither party
shall have any remedy in respect of any untrue statement made by the other
upon which that party relied in entering into any Agreement (unless such
untrue statement was made fraudulently) and that party's only remedies
shall be for breach of contract as provided in these Terms and Conditions.
15.4 Provisions of these Terms and Conditions which either are
expressed to survive its termination or from their nature or context it
is contemplated that they are to survive such termination, shall remain
in full force and effect notwithstanding such termination.
15.5 The relationship of the parties is that of independent contractors
dealing at arm's length. Except as otherwise stated in these Terms and
Conditions, nothing in these Terms and Conditions shall constitute the
parties as partners, joint ventures or co-owners, or constitute either
party as the agent, employee or representative of the other, or empower
either party to act for, bind or otherwise create or assume any obligation
on behalf of the other, and neither party shall hold itself out as having
authority to do the same.
15.6 The parties shall at the requesting party's reasonable expense
do and execute all such further acts and things as are reasonably required
to give full effect to the rights given and the transactions contemplated
by these Terms and Conditions.
15.7 Any valid alteration to or variation of these Terms and Conditions
must be in writing and signed on behalf of each of the parties by a duly
authorised officer.
16 LAW AND JURISDICTION
16.1 The construction, validity and performance of these Terms and
Conditions shall be governed by English law and the parties submit to
the exclusive jurisdiction of the English courts to resolve any dispute
between them.