1. Interpretation

The definitions and rules of interpretation in this clause apply in this Contract.

Brand Guidelines: the Client's brand guidelines provided to the Supplier from time to time.

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

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Charges: the charges in respect of the Services set out in a Statement of Work (SOW).

Client: the individual or company the services are being provided to.

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 (the Representatives) to the other party and that party's Representatives in connection with this Conditions or any SOW 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.

Conditions: these Terms and Conditions.

Deliverables: the Pay Per Click (PPC) Pages, reports, analyses, statistics, content and other materials required to be delivered by the Supplier in accordance with these Conditions and a SOW.

Description of Services: the description of the Services as set out in a SOW

Effective Date: the commencement date of the contract.

Initial Term: the period of three months from the Effective Date, subject to earlier termination in accordance with this agreement.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in getup, 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.

Losses: all actual losses, damages, costs, expenses (including reasonable professional advisers' costs and disbursements, reasonable legal costs and disbursements) incurred by the relevant party. The term Loss shall have a corresponding meaning.

Materials: the content provided to the Supplier by the Client from time to time for the Supplier to generate the PPC Pages and otherwise perform the Services.

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

PPC Pages: the web pages developed by the Supplier under this Conditions and SOW containing content, links, tagging and other search engine optimisation techniques to increase the ranking and prominence of a Website (and/or its web pages) in the result pages of search engines.

Services: such services required to be provided by the Supplier pursuant to a SOW, and all other services reasonably necessary to be performed by the Supplier to carry out its obligations under these Conditions and any applicable SOW.

Specification: the specification for the PPC Pages as set out in a SOW.

Statement of Work (SOW): the document describing the Services and Deliverables to be provided by the Supplier to the Client, which is agreed between the parties and signed by their authorised representatives.

Supplier: means Alt Web Designs Ltd.

Term: the Initial Term and any subsequent Term that may follow

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 or that relates to terrorism or could comprise or be connected to child sexual abuse or exploitation.

Virus: anything 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.

Website: the website or websites at the URLs listed in a SOW.

1.1. Clause, Schedule and paragraph headings shall not affect the interpretation of these Conditions or any SOW.

1.2. A person includes a natural person, corporate or unincorporated body (whether having separate legal personality).

1.3. A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.

1.4. Unless the context otherwise requires, words in the singular include the plural and, in the plural, include the singular.

1.5. Unless the context otherwise requires, a reference to one gender includes a reference to the other genders.

1.6. A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.7. Any words following the terms including, include for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms

1.8. Except as expressly provided in this agreement, the rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

1.9. If there is an inconsistency between any of the provisions in the main body of these Conditions and the Schedule, the provisions in the main body of these Conditions prevail.

1.10. These Conditions shall be binding on, and ensure to the benefit of, the parties to these Conditions and their respective personal representatives, successors and permitted assigns, and references to any party include that party's personal representatives, successors and permitted assigns.

1.11. A reference to writing or written excludes fax but not email

2. Structure of agreement

2.1. These Conditions are structured so that individual SOWs will be entered into by the parties and such SOWs are governed by and subject to these conditions. In the event of inconsistency or conflict between these Conditions and any SOWs, the Conditions shall take precedence to the extent of the conflict or inconsistency.

2.2. These Conditions do not commit the Client to purchase any Services or Deliverables and, likewise, does not commit the Supplier to provide any Services or deliver any Deliverables. The Client only becomes committed to purchasing and the Supplier only becomes committed to providing any Services or delivering any Deliverables upon signature by both parties of a SOW in respect of such Services and Deliverables.

2.3. Each SOW shall specify (as applicable) the scope and Specification of the Services and Deliverables, any obligations of each party additional to those set out in these conditions, and the Charges relevant to each SOW.

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

3. Services

3.1. The Services provided by the Supplier will include (without limitation):
(a) Account set up.
(b) Keyword research selection.
(c) Campaign and advertisement creation.
(d) Landing page recommendations.
(e) Bid strategy optimisation.
(f) Performance reporting.

3.2. The Services will not include (without limitation):
(a) Organic search engine optimisation.
(b) Social media.
(c) Any services requiring platforms that the Client has not granted the Supplier access too.

3.3. The Supplier shall reasonably:
(a) assist in the preparation of any SOW.
(b) provide the Services.
(c) if requested by the Client, develop the PPC Pages in accordance with the Specifications.
(d) comply with the Brand Guidelines when:
(a) preparing and providing the Deliverables; and
(b) performing the Services.
(e) comply with the Client's information and IT security measures as communicated to the Supplier when performing the Services; and
(f) deliver the Deliverables to the Client, all in accordance with the terms of this agreement, an applicable SOW and any other instructions of the Client with the objective of enhancing and optimising the rankings and prominence of each Website in the results pages of Internet search engines.

3.4. The Client acknowledges and agrees that the Supplier does not guarantee advertisement positions or PPC rates, or impression levels as it is solely at the discretion of the search engines themselves which are influenced by competitions, budget, relevance, and algorithm.

3.5. The Client acknowledges that the Supplier has no control over advertising policies of search engines or algorithm decisions made by PPC platforms. As a result, search engines may:
(a) reject or simply stop adverts for an indefinite period with or without notice; or
(b) limit or reduce ad visibility, Based on platform rules and regulations and the Supplier shall not be liable to the Client for any such actions of search engines.

3.6. The Supplier is not responsible for changes made to the Website by:
(a) other parties; or
(b) the Client in choosing to link to or obtain a link from a particular website without prior consultation with the Supplier, that adversely affect the search engine rankings of the Website.

3.7. The Supplier shall not be responsible for the Client overwriting actions it has taken as part of the Services on the Website.

3.8. The Supplier shall promptly report to the Client any material issues with the performance of the Services and/or Websites. Upon the reasonable request of the Client, and subject to the Conditions on costs between the parties, the Supplier shall use reasonable endeavours to correct any such material issues with the performance of the Services and/or Websites.

4. PPC pages content

4.1. The Supplier shall include in the PPC Pages only Materials and any other content that it has developed pursuant to the Specifications.

4.2. The Supplier warrants, represents and undertakes that all content (excluding the Materials) that it develops for the Deliverables pursuant to these Conditions or any applicable SOW will not contain Unsuitable Content. The Supplier shall notify the Client immediately if it becomes aware that any content in the Deliverables may be Unsuitable Content.

5. The Client obligations

5.1. Solely for the purposes of the Supplier providing the Services, the Client agrees to provide the following:
(a) administrative or back-end access to the Website for analysis of its content and structure.
(b) permission for the Supplier to make changes to the Website for the purpose of optimisation.
(c) permission for the Supplier to communicate directly with any applicable third parties connected with the Website (for example, the Client's web designer) to provide the Services.
(d) access to existing traffic statistics for the Website for analysis and tracking purposes; and
(e) where the Website is lacking in textual content, the Client will provide additional text content in electronic format for the purpose of creating additional or richer web pages.

6. Charges and payment

6.1. The Supplier shall invoice the Client for all the relevant Charges monthly in arrears. Provided that the Supplier has performed the Services in accordance with this Conditions and applicable SOW, the Client shall pay all properly due and submitted invoices within 7 days of their receipt by the Client.

6.2. All Charges are exclusive of VAT which shall be payable by the Client at the applicable rate.

6.3. If the Client fails to make any payment due to the Supplier under these Conditions by the due date for payment, then, without limiting the Supplier's remedies under clause 11, the Client shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. 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.

7. Licences and Intellectual Property Rights

7.1. Subject to clause 7.3, all Intellectual Property Rights in the Deliverables shall vest in and belong to the Supplier absolutely.

7.2. Supplier shall hereby, and shall procure that its personnel shall, waive any and all moral rights (including rights of integrity and attribution) in and to the Deliverables.

7.3. To the extent that any Pre-Existing Work is incorporated into the Deliverables it shall remain the property of the Supplier. The Supplier hereby grants (and if the Pre-Existing Work shall include any third-party materials, procure the grant from these 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.

7.4. The Client grants the Supplier a limited, non-exclusive, non-transferable, revocable and worldwide licence to access and use the:
(a) Websites,
(b) Materials,
(c) PPC Pages; and
(d) name, logo, company name and trademark of the Client, solely to provide the Services to the Client in accordance with these Conditions and the Branding Guidelines during the Term.

7.5. The Supplier shall not, without the written consent of the Client (which the Client may withhold in its sole discretion) bid on or otherwise purchase any keyword that contains:
(a) a trademark, trade name, service mark or logo of the Client; or
(b) any term that is materially similar to, any such trademark, trade name, service marks or logo of the Client, to improve the Website's preferential placement in any search engine results.

8. Indemnity

8.1. The Client shall indemnify the Supplier from and against all Losses arising as a result of any action or claim that (as applicable) the Supplier’s use and possession of the Materials in accordance with this Contract (Claim) constitutes an infringement of Intellectual Property Rights of a third party.

9. Warranties

9.1. Each of the parties warrants to the other that it has full power and authority to enter and perform these Conditions and any SOW.

9.2. The Client warrants, represents and undertakes that:
(a) any Materials provided to the Supplier are owned by the Client; or
(b) it has received the necessary consents or permissions to use the Materials inaccordance with these Conditions and any SOW from the applicable owners).

9.3. The Supplier warrants, represents and undertakes that:
(a) it shall perform the Services with all reasonable skill and care.
(b) the Deliverables will conform to their description set out in these Conditions or any SOW.

10. Limitation of liability

10.1. Nothing in these Conditions or any SOW shall operate to exclude or limit either party's liability for:
(a) death or personal injury caused by its negligence.
(b) fraud or fraudulent misrepresentation.
(c) a breach of clause 12
(d) any other liability that cannot be excluded or limited under applicable law.

10.2. Subject to clause 10.1, neither party shall be liable to the other party for any loss of profit or indirect, special or consequential losses or damages.

10.3. Subject to clause 10.1 and clause 10.2, each party's aggregate liability to the other party in respect of claims arising out of or in connection with this agreement, any SOW or any collateral contract, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed 100% of the Charges paid or payable by the Client in the 3 months preceding the claim.

10.4. References to liability in this clause 10 include every kind of liability arising under or in connection with this Conditions including but not limited to liability incontract, tort (including negligence), misrepresentation, restitution or otherwise.

11. Term and termination

11.1. This Conditions commences on the Effective Date and continues, unless terminated earlier in accordance with clause 11.2 or clause 11.4, for the Initial Term, when it terminates automatically without notice unless, no later than 1 month before the end of the Initial Term (or any Extended Term agreed under this clause 11.1), the parties agree in writing that the term of the Conditions shall be extended for (Extended Ter
(m). Unless it is further extended under this clause or terminated earlier in accordance with clause 11.2 or clause 11.4, the Conditions terminates automatically without notice at the end of an Extended Term.

11.2. Without affecting any other right or remedy available to it, either party may terminate these Conditions with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under these Conditions on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment:
(b) the other party commits a material breach of any term of these Conditions or any SOW and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
(c) the other party repeatedly breaches any of the terms of these Conditions or any SOW in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these Conditions or any SOW;
(d) if the other party suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words "it is proved to the satisfaction of the court" did not appear in section 123(1)(e) or 123(2) of the Insolvency Act (1986), or (being a partnership) has any partner to whom any of the foregoing apply;
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other (being a company) than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986.
(g) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
(h) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership orlimited liability partnership).
(i) the holder of a qualifying floating charge over the assets of that other party (being a company, or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver.
(j) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party.
(k) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days.
(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(d) or clause 11.2(k) (inclusive); or
(m) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(n) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this condition is in jeopardy; or
(o) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010); or
(p) any warranty given by the other party in clause 9 of these Conditions is found to be untrue or misleading.

11.3. For the purposes of clause 11.2(b), a material breach means:
(a) a breach of any of the obligations set out in these conditions; or
(b) a breach that has a serious effect on the benefit the terminating party would otherwise derive from these conditions.

11.4. The Supplier may terminate this Contract in whole or in part for convenience at any time by at least 7 days’ prior written notice to the Client.

11.5. On expiry or termination of these Conditions or a SOW:
(a) all applicable licences granted to the Supplier under these Conditions or a SOW (as the case may be) shall terminate immediately.
(b) the Supplier shall at the Client's request, either promptly return or destroy all Confidential Information and/or Materials belonging to the Client and connected with these Conditions or a SOW (as the case may be) in its possession and control and issue a certificate of such return and/or destruction. For avoidance of doubt, if any Confidential Information and/or Materials are stored within computer systems owned or controlled by the Supplier, the Supplier shall ensure that such Confidential Information and/or Materials are expunged from such computer systems.
(c) on request, certify in writing to the Client that it has complied with the requirements of clause 11.5(b); and
(d) The Client shall pay undisputed Charges that are due and payable to the Supplier.

11.6. On termination of this Conditions or a SOW (however arising) the accrued rights and liabilities of the parties as at termination, and the following clauses, shall survive and continue in full force and effect: clause 1, clause 2, clause 7.1, clause 7.2, clause 7.3, clause 9, clause 10, clause 11.5, clause 11.6, clause 12, clause 14 and clause 15 to clause 27.

11.7. Termination of these Conditions or any SOW shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Conditions which existed at or before the date of termination.

12. Confidentiality

12.1. Each party undertakes that it shall not at any time or at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any Confidential Information concerning the business, assets, affairs, customers, the Clients or the Suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2

12.2. Each party may disclose the other party's Confidential Information:
(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such Confidential Information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Conditions or a SOW. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 12; and
(b) as may be required by law, court order or any governmental or regulatory authority.

12.3. No party may use any other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Conditions or any SOW.

13. Force Majeure

13.1. Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.

14. Notices

14.1. Any notice given to a party under or in connection with these Conditions shall be in writing and shall be:
(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a compan
(y) or its principal place of business (in any other case); or
(b) sent by email to the address specified in the SOW.

14.2. Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address.
(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting.
(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. In this clause a, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.

14.3. This clause 14 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.4. A notice given under this Contract is not valid if sent by fax.

15. Announcements

15.1. No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, or any SOW, without the prior written consent of the other party, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

16. Assignment and other dealings

16.1. These Conditions are personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

17. No partnership or agency

17.1. Nothing in these Conditions or any SOW is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute that any party is the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

17.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

18. Entire agreement

18.1. These Conditions and any SOW constitute the entire Conditions between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

18.2. Each party acknowledges that in entering these Conditions or any SOW it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions or any SOW.

18.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions or any SOW.

19. Independent contractors

19.1. No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

20. Waiver

20.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

20.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.

21. Variation

21.1. No variation of these Conditions or any SOW shall be effective unless it is in writing and signed by the parties (or their authorised representatives) and expressly states that it is amending this agreement.

22. Severance

22.1. If any provision or part-provision of these Conditions or any SOW is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions or any SOW.

22.2. If any provision or part-provision of these Conditions or any SOW is deemed deleted under clause 22.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

23. Further assurance

23.1. At its own expense, each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to these Conditions and any SOW.

23.2. At any time after the date of this Contract each of the parties shall, at the request and cost of the requesting party, execute or procure the execution of such documents and do or procure the doing of such acts and things as the party so requiring may reasonably require for the purpose of giving to the party so requiring the full benefit of all the terms and Conditions of this Contract.

24. Invalidity

24.1. If any provision of this Conditions or any SOW shall be held to be illegal, void, invalid or unenforceable under the applicable laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Conditions or any SOW in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Conditions or any SOW in any other jurisdiction shall not be affected.

25. Costs

25.1. Subject to any express provision in these Conditions or any SOW to the contrary, each party shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of these Conditions and any SOW.

26. Counterparts

26.1. These Conditions or any SOW may be executed in any number of counterparts, each of which constitutes a duplicate original, but all the counterparts together constitute the one Conditions or SOW.

26.2. Transmission of an executed counterpart of these Conditions (but for the avoidance of doubt not just a signature page) or the executed signature page of a counterpart of this agreement] by email (in PDF, JPEG or other agreed format) takes effect as the transmission of an executed "wet-ink" counterpart of this agreement. If this method of transmission is adopted, without prejudice to the validity of the Conditions thus made, each party shall on request provide the other with the "wet ink" hard copy originals of their counterpart.

26.3. No counterpart shall be effective until each party has provided or delivered to the other at least one executed counterpart.

27. Governing law

27.1. This agreement, any SOW and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.

28. Jurisdiction

28.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement, any SOW or their subject matter or formation. These Conditions have been entered into on the date stated at the beginning of it.