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Terms and Conditions
“I agree to the Terms and Conditions” at the bottom of your selected Service Package you agree to be bound by the T&Cs below
The Contract between you and us for the supply of the Services comprises the benefits and services set out in your selected Service Package and the T&Cs.
You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in the Contract. All packages offer the following additional benefits for the duration of your subscription:
- Dedicated Account Manager
- Click to Call
- Click for Directions
- Click to Websites
- E-mail support within 5 Business Days of support request.
If you want to upgrade your package for the following month you should e-mail us at least 10 Business Days in advance at email@example.com
In these T&Cs the expression “you” and similar pronouns means the company named in the Price Package and “we”, “us” and similar pronouns means Surface Web Media Ltd, a limited liability company with registered number 09459710 / Vat Reg (n/a ) and with registered office Surface Web Media Ltd, Victoria House, Great Ancoats Street, M4 7DB.
- Definitions and Interpretations
|Business Day||Between 09:00 and 17:00 on weekdays other than public holidays in England and Wales|
|Contract||These T&Cs and your Service Package|
|Fees||The fees payable to us each month in advance by you at the rate set out in your selected Service Package|
|Notice||A notice in writing (including e-mail).|
|Personal Data||Details from which a living individual can be identified|
The third party secure payments administrator to which you are directed when you make payment through
Any computer virus, trojan horse, worm, time bombs and other disabling, harmful or malicious code, files,
scripts, agents or programs
|Force Majeure Event||an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors|
|Intellectual Property Rights||all patents, rights to inventions, utility models, copyright and related rights, trademarks, 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.|
|Services||means the services we will provide to you as set out in your selected Service Package,|
|VAT||value added tax chargeable under English law for the time being and any similar additional tax.|
The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.
- On receipt of each monthly payment of the Fees we will provide the Services in accordance with your selected Service Package.
- We are not responsible for circumstances outside of our control that may interrupt or otherwise prevent performance of all of part of the Services including inability to access the internet, power outages or equipment breakdowns.
- Both parties will maintain up to date anti-virus protection to protect as far as practicable against the introduction of any Virus that may infect any files or data to the other’s computer systems
- Your Responsibilities.
- You may only use the results of reports that we issue for your internal business purposes within your company and you must not publish, copy or distribute such results (in whole or in part) to any other person.
- We only offer the Services to business customers. If you are not carrying on a business you should not subscribe for the Services.
- You shall have sole responsibility for ensuring the accuracy of all information provided to us that your employees assisting in the execution of a Service have the necessary skills and authority.
- You shall be obliged to inform us immediately of changes of domain names, websites, Business Contact Details, and any other material information which may affect the Services delivered by us. If alterations are made by you or a third party to your website, or Google Plus, search engine placements may be affected and we cannot be held responsible.
- You shall be obliged as quickly as possible to implement changes recommended by the Company to your website, Google Plus or where it may otherwise be required by us.
- We strongly advise that regular, fresh content including reviews and followers added to Google Plus will help to improve the stability of rankings and you understand that regular, unique content plays an important part in the success of your Google My Business listing and failure to add unique content can impact your position within Google Business Listings
- If we suffer any loss or damage as the result of any claim from any person that information submitted by you to us is misleading, fraudulent or otherwise incorrect in any way then (i) we will pass the details of the claim to you (ii) you will deal with such claim directly and (iii) you will reimburse to us on demand all reasonable costs we may incur in defending such claim.
- You are responsible for backing up any data that you enter onto your systems while using the Services and we are not responsible for any loss of your data
- You authorise us to use your name, logos, branding (including any trademarks) and any feedback you give us in our general publicity that we may issue from time to time.
- All your payments to us are managed by the Payment Administrator and we do not retain any data relating to your bank account, passwords, PINs or card numbers (Financial Data). We rely on the Payment Administrator for ensuring that your Financial Data is held securely. Accordingly, we cannot be held responsible for any misuse of your Financial Data. If you believe your Financial Data is being misused in any way you should immediately contact your bank and/or the Payment Administrator.
- We will use your contact details to communicate with you about the Services, any other additional services or offers from us that we believe may be of interest to you as well as for administering the Contract and payments due under it. We may retain your contact information and service and payment history for up to 7 years for statutory, taxation and accounting purposes.
- FEES PAYMENT AND CANCELLATION
- You will pay the Fees by recurring debit or credit card payment via the Payment Administrator who will store your card details and automatically charge the monthly Fees to your card every calendar month. The Payment Administrator will email an invoice to you promptly following each payment
- If you cancel your payment instruction to your bank, or we are unable to take payment against the card number you submitted for any reason, we may suspend the Services immediately and/or terminate the Contract (without prejudice to our rights to recover any amounts that remain due to us on the termination date).
- The Fees are not subject to VAT unless we notify you otherwise.
- We reserve the right to make changes to our charges from time to time but will notify you if the price of your selected Service package will change at least 30 Days in advance of the date the change is to take effect.
- We may charge compensation for late payments at the rates and amounts prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998 and in addition shall be entitled to all reasonable costs incurred in recovering any unpaid sums.
- A fee of £10 (to cover administrative expenses and not as a penalty) shall be charged per reminder for overdue payment submitted to you. We shall be entitled to submit such reminders on a weekly basis once the fees have become overdue. We reserve all rights at all times to bring any legal action we consider appropriate to recover any unpaid sums
- As per the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 you are entitled to cancel your agreement and receive a full refund of any fees paid within 14 days of completing your agreement application form. However, as per regulation 36 of Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, if you select to commence your agreement immediately, or you ask us to start your agreement early, you agree that if you subsequently cancel your agreement within the 14 day period, you will be refunded any monies paid, less an amount for the work you have already used and has been carried out until this point. As an example of how this works, if your agreement fee is £19.99 per month and you cancel your agreement after 10 days of it commencing, we shall refund you £13.33, keeping £6.66, which represents the agreement you had used up to the point of cancellation.
- INTELLECTUAL PROPERTY RIGHTS
- We reserve all rights, title and interest in all software, technology and business processes used to deliver the Services including all related intellectual property rights. Except as expressly stated within the Contract, the Contract does not grant you any rights in patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licences in respect of the Services or the underlying technology.
- Other than permitted by applicable law, you will not create derivate works based on the Services; or copy, frame or mirror any part or content of the Services; or reverse engineer the Services; or otherwise access the Services in order to build a competitive product or service or copy any features, functions or graphics contained within the Services or its outputs.
- You hereby irrevocably license us to use and display the your company name, figure, logo etc. as a reference on our website, other marketing materials or types of media after the Contract terminates. You agree to send us your amost recent logo or figure as and when it is amended from time to time.
- WARRANTIES AND LIMITATIONS
- We will provide the Services as stipulated in the selected Service Package using reasonable care and skill to conform in all material respects with the specification.
- We offer no warranty or representation that the Services will generate customers or revenue for your business.
- Our entire liability to you for all claims arising in any calendar year based on our breach of any term of the Contract, in negligence or otherwise is limited to the Fees actually received by us in the period of 30 days prior to the date of the claim.
- Nothing in the Contract excludes liability for death or personal injury caused by negligence or for our fraud or fraudulent misrepresentation
- We shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided always that we shall remain liable to you for the performance of the Services as if it had carried them out itself.
- We shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
- We shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or your failure to provide us with adequate delivery instructions or any other information relevant to the supply of the Services.
- If you do not implement some or all of the our recommendations, we shall not bear any liability for any lack of success experienced by yourself relating to the Services.
- We shall not be liable for ensuring that such Services lead to a certain volume of traffic, number of clicks, registrations, purchases or the like.
- We shall not be liable for delayed or non-conforming performance due to changes made to standard terms, assessment algorithms, search criteria, viewing policy, prices and campaign offers or other matters beyond our control and reserves the right to make changes to Services as a result of the same. In addition, we shall not be liable for other changes or discontinuation of search engines.
- TERM AND TERMINATION
- This Agreement shall commence on the Purchase Date and shall continue for the Minimum Term of 24 months and thereafter until the last remaining Service is terminated in accordance with this Agreement.
- The Contract shall renew automatically for a further term of one year at the end of the minimum term unless and until either party notifies the other of its wish to terminate the Contract at the expiry of the final year by giving the other party at least 60 days written notice to expire at the end of that Contract term.
- Either party may terminate the Contract immediately without liability to the other and without prejudice to any other rights or remedies to which the parties may be entitled if the other party commits a material breach of any of important term of the Contract which is either not capable of remedy or is not remedied within 30 days of a notice to the party in breach setting out the breach and the steps required to remedy it, or
- We may increase or decrease our charges from time to time. If we increase our charges, we will let you know at least 30 days before the charges are due to go up and you will have the rights explained in paragraphs 8.3 and 5.4. We wont increase your monthly subscriptions charges more than once in any 12 month period.
- You can end this agreement without having to pay any termination charges if:
- We increase your monthly subscription charges by more than the retail price index annual inflation rate at the date we notify you of the applicable price increase or
- We increase any of our charges in such a way that would have increased your total bill for the immediate previous month by more than 10% (if the increase(s) had applied to the whole of that month.
- If you want to end the Agreement because of one of the circumstances in paragraph 8.4 you must give us Notice that you want to. You must do this within 30 days of when we tell you about the relevant price increase(s). If you don‟t give us Notice within 30 days, you accept the new Charges and the Agreement will continue with the new Charges.
- Paragraphs 8.3, 8.4 and 8.5 will not apply where the increase or change is as a result of a requirement by a government or competent regulatory body. This includes any increase in the rate of VAT, the imposition of a new tax or the extension of an existing tax that has not previously applied
- if you want to end the Agreement during the Minimum Period or we end this Agreement as a result of your material breach, then you will have to pay a fee of no more than your Monthly Subscription Charges multiplied by the number of months left in your Minimum Period.
- USING OUR WEBSITE
- You must not:
- Use our website or the Services in a way that breaches any law or regulation, has any unlawful or fraudulent purpose or effect or to transmit or upload Viruses;
- Reproduce, duplicate, copy or re-sell any part of our website.
- If you contribute material to our website, you agree that any material you contribute will be factually accurate, not be defamatory, offensive, hateful or inflammatory and will not infringe confidentiality, or any intellectual property rights of another person. If we reasonably believe you have breached section 1 or 9 we may do any or all of the following (as well as taking any other action we feel is appropriate):
- Issue a warning to you and ask you to take certain steps to rectify your behaviour.
- Suspend your right to access our website, either temporarily or permanently.
- Take legal action against you, including to recover any loss we have suffered due to your actions.
- Disclose information to law enforcement authorities.
- We try to ensure that all of the information provided by us on our website is correct and complete at the time of the last update but we do not promise that it will be correct and complete. Content on our website is updated regularly and we may change the content at any time but we do not promise that our website will be available, that your use of our website will be uninterrupted or error-free, or that our website and service will be free from attack (e.g. from Viruses). We do recommend that you use your own appropriate Virus checking software.
- From time to time our website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse such website(s). We have no control over these websites and are not responsible for the content of third party websites
- You are not permitted to link to our website.
- The design and content of our website, and the material published on it, is protected by copyright and is owned by or licensed to Surface Web Media Ltd. All rights are reserved. We or our licensors retain the exclusive right to authorise or prohibit the direct or indirect, temporary or permanent reproduction of our website by any means and in any form, in whole or in part, and to make our website available to the public, and to distribute any copyright protected material in our website.
- No variation of the Contract will be effective unless it is set out in a revised Contract or other written variation document signed by both of us.
- If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- The Contract, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
- Each party acknowledges and agrees that in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Contract or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.
- Each party will not, without the prior written consent of the other, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract (such consent not to be unreasonably withheld or delayed).
- The Contract is not intended to and does not confer any rights on any person or party other than the parties to the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
- The Contract and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
- The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).