Just Search Ltd Terms and Conditions

Terms & Conditions Printable format.
Publish Date: 30 January 2009

1. Definitions

1.1 The buyer, you, your or client or customer - means the person or organisation who buys or agrees to buy services from The Company. The Company is Just Search Ltd.

1.2 Conditions - means the terms and conditions of sale set out herein and any special terms and conditions agreed in writing by The Company.

1.3 Services - means the internet services which the buyer agrees to buy from The Company.

1.4 Price - means the price for the services exclusive of VAT.

1.5 Order - means an Order for services from The Company made pursuant to the signed Contract order form.

2. Conditions Applicable

2.1 These conditions shall apply to all contracts for the sale of services by The Company to the Buyer with the exclusion of all other terms and conditions including any terms or conditions which the buyer may purport to apply under any purchase order, confirmation of order or similar document.

2.2 The Company reserves the right to alter, add and subtract from these terms and conditions at any time. The Terms and Conditions are available to view online at www.justsearch.co.uk these Terms and Conditions replace any previously agreed and it is the responsibility of the buyer to make themselves aware of what these are.

2.3 Any variation to these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless confirmed in writing by The Company.

2.3b (PPC Service) The client gives permission for The Company to set, create and or set up paid relevant accounts with search engines on behalf of client, in order to fulfil its obligations under these terms.

2.4 All orders for services shall be deemed to be an offer by the Buyer to purchase services pursuant to these conditions.

2.5 Signing of the contract order form or receipt of an email to proceed shall be deemed conclusive evidence of the Buyer's acceptance of these terms and conditions.

2.6 (SEO Service) The Clients website URL may require to be linked via the The Company URL. This is purely to aid the functionality of your service, please notify us by writing if you do not require the link to be present on your website.

2.7 (SEO Service) Some listings with our SEO programming package may slip. We do endeavour to rectify this situation and in some cases and the re-optimising of your website may be necessary. This re-optimisation can therefore alter the estimated timescales for 1st page listings. We can not, however, be held responsible for temporary fluctuations in listings that occur during changes to search engine algorithms.

2.8a (SEO Service) FTP (File Transfer Protocol) is the method by which files are downloaded or uploaded to the internet. Your website's FTP host name, username and password are provided by The Company hosting your website and are required by The Company. Work may not commence until The Company receive the correct FTP details for the website URL listed on the order form.

2.8b (SEO Service) Should FTP access be unattainable The Company would require a copy of your website's files and any databases that the website requires to run to be sent to The Company at its postal address at that time via a form of suitable media.

2.8c (SEO Service) If FTP access and a test copy of the site are prohibited then The Company may provide either a report or static copies with the optimisation work annotated. This work is to be implemented by your own design team / in house programmers. It is the responsibility for the client to pay for any additional charges for our suggestions and recommendations to be implemented.

2.8d (PPC Service) The client informs The Company of any changes to the website that affects The Company's ability to fulfil its obligations. Including but not limited to deletion or alteration or additions of URL addresses, URL redirects, Landing Pages and their content, Conversion Pages and their content and Confirmation Pages and their content.

2.9 (PPC Service) The Company will provide the services with reasonable skill and care. Notwithstanding the previous sentence the client acknowledges that The Company have no direct control over the Search Engines and cannot guarantee the speed of performance of technologies provided by the Search Engines in relation to the delivery of the services.

3. The Price and Payment

3.1 The total price shall be the price set out on the order and/or pro-forma invoice. The price is exclusive of VAT which shall be due at the rate ruling on the date of The Company's pro-forma invoice.

3.2 Up front payments shall be paid at the time of the order. You will be notified by post upon commencement of your 12 months subscription period start date. This date can also be obtained by contacting your Account Manager. During the final months of your subscription, The Company will contact you by either email, telephone or post to inform you that your subscription is due for renewal for a subsequent 12 months.

3.3 (SEO Service) Where agreed with The Company, payment may be made on a monthly basis. Under such circumstances, an initial payment is required, and the remainder of the fee will be paid during the contract period by standing order, the monthly amount will be set at the time of order.

3.3b (PPC Service) Set up costs are payable in advance and non-refundable. The Company is not required to commence provision of services until the agreed set up costs are received in the form of cleared funds.

3.3c (PPC Service) The client will be invoiced for any management fees and pad search account fees on the first of each month for fees incurred during the previous month. All invoices are to be paid within 14 days of date of invoice.

3.4 Failure to pay the monthly subscription fee may result in an administration charge of £25.00 +VAT charge for each late/missed payment. If you fail to complete, more than 2 consecutive The Company is entitled to initiate court proceedings to recover the remaining funds owed to The Company until the end of the 12 months.

3.5 (SEO Services) Just Search do not own Google and therefore NO guarantees are offered by the Company. All SEO contracts are produced from educated estimates which are unique to each client through the analysis of the prospective clients website against the sites which currently inhabit the first and second page of Google. All estimates are based upon a client achieving results within a 12 month time frame unless specified otherwise.

3.6 (SEO Service) The Company operates within the major search engines in the UK and worldwide. Listings will appear on either .co.uk or .com engines dependant on the current sites status.

3.7 (SEO Service) Visible listings are defined as an overall increase in ranking across the major search engines when compared to the initial ranking report carried out prior to work commencing.

3.8 (SEO Service) Should the client wish to add/or amend additional key phrases they will be charged accordingly to do so.

4. The Services

4.1 (SEO Service) The Company require that, prior notice be given for any alterations relating to your website(s) that may affect the services supplied by The Company. If alterations are made by the client or a third party to a client's site, search engine placements may be affected and The Company can not be held responsible. The Company reserve the right to issue a charge to rectify any problems to regain listings.

4.2 The quantity and the description of the services shall be as set out in the Contract Order form and pro-forma invoice.

4.3 (SEO Service) During the search engine optimisation process, unless agreed otherwise, The Company will only carry out validation to the W3C standards on the homepage of the clients website where possible. Certain restrictions with third party design platforms can affect this process meaning The Company may not be able to fully validate the homepage. If the client requires The Company to validate the entire website the client will need to speak to a company representative and create a new order for this work.

4.4 (PPC Service) PPC management campaigns where possible will be set up by The Company. User name and passwords will remain the property of The Company. In the event of non payment of the management fee, campaigns may be turned off and any data created will be removed and retained. Where previously agreed, The Company will be entitled to 5% rebate of the PPC expenditure.

4.5 Where paid for Web Analytic reports will be sent to the client on a monthly basis. Additional copies requested will be charged at a fee of £100.00 +VAT per copy.

5. Warranties and Liability

5.1 The Company warrants that the services will at the time of delivery correspond to the description given by The Company, either verbally or by means order forms, invoices etc.

5.2 The Company shall not be liable for any loss or damage (including but not limited to consequential loss or damage) arising from the use of the services.

5.3 (SEO Service) If during the SEO contract period between The Company and the client, the client uses a third party (other than The Company) for search engine optimisation and / or associated workings, The Company can not be held responsible for any consequential loss of listings or associated damages that may arise.

5.4 By signing the contract order form or making the initial set up fee payment, the client and The Company shall both be bound these the Terms and Conditions of which are displayed on the companies web site.

6. Organic Advertising

6.1 On signing your order form with The Company, you hereby agree to The Company advertising your website on our network of websites and partner sites. These will be in the form of a banner, text link or description. You understand that The Company, its network of websites and partners, make no guarantee of the level of traffic from each advertisement and that the services is used only for The Company to arrange for your advertisement to be displayed on a web page(s).

6.2 By signing with The Company you agree not to contact The Company network websites or partners. Any queries should be taken to one of our account managers.

6.3 By signing with The Company marks approval for The Company to legally use any applicable logo's and trademarks in such paid advertising programmes.

6.4 If, after signing with The Company, you make modifications to your site that use unethical SEO techniques or add pharmaceutical or gambling links to your site that have no relevance to your website, The Company will issue a 7 day cancellation request. If the unethical techniques are not removed within that time, The Company will cancel the existing contract with immediate effect and all fees payable to The Company will be retained.

6.5 The Company is not responsible for the content or advertisements on any of our network of sites or partner sites. If you are unhappy with a website that contains your advertisement please notify The Company in writing and request your advertisement be removed.

6.6 Please note that all organic advertising programmes run for a 12 month period, after such time the advertisement will be removed from the applicable website by The Company if after the due date for renewal payment has passed and the payment has not been received in full.

7. Content

7.1 The Company advises that regular, fresh content added to a site will help to improve the stability of rankings within search engines such as Google and Yahoo. By signing this agreement, you understand fully that regular, unique content plays an important part of the success of your website and failure to add unique content will lessen the impact of other SEO services.

8. Research

8.1 From time to time The Company will release website-related products and tools for use by clients. In no way is The Company responsible for loss of data or any other consequence derived from use of these tools and products. Data given by these tools is for information purposes only and should not be relied upon as accurate. The products and tools supplied by The Company and provided on the The Company website should only be used to compliment your other search engine marketing activities.

9. Domain names

9.1 The Company reserves the right to charge an administration fee of £25 +vat for the transfer away of domain names held by The Company.

9.2 All domains sold consisting of .uk geographical domain are subject to Nominet’s T’s & C’s

10. Hosting

10.1 Standard shared hosting is provided from a third-party company with no gaurantee of the level of uptime from Just Search.

10.2 You should ensure you maintain a level of insurance cover in respect of any loss or damage to data stored on the server.

10.3 Just Search (via third-party) will make incremented back-ups daily and weekly of the server data. It is still your repsonsibility to maintain your own backup in the event that information is unavailable.

10.4 Your hosting account has predefined limits, set out within your invoice. You are liable for any excess charges (i.e. data transfer/diskspace) that exceed your service limits. For a full list of any overusage charges please e-mail accounts@justsearching.co.uk

10.5 Just Search Server Service level agreements (SLA) advises that the connection between the server as provided through Just search will be accessible on at least a 98% basis, 24 hours a day. Unaccesibility shall be measured from the documented time that Just Search recieves an e-mail or fax advising of the connection to the server being unavailable or if our internal systems that monitor the server are triggered. If unaccessibility of the server within a calender month is lower than 98% Just Search will refund a client’s account payments for that month, corresponding to the following chart.

Availability Refund Percentage of Monthly fee.

98% to 100%         0%
95% to 98%        10%
90% to 95%        25%
80% to 90%        50%
80% or below     100%

A Refund to the customers account will only be made if a customer makes a formal claim in writing to Just search within 10 working days of the incident being rectified.

11. Refunds

11.1 (SEO Service) The Company is under no obligation whatsoever to accept the cancellation of the services or cancellation of orders incorrectly placed. Any cancellations will only be accepted if agreed in writing and within your contract period and will be subject to a 30% handling or cancellation charge any refund given will also be minus any costs incurred by The Company i.e. directory submissions and linking strategies.

11.2 (PPC Service) Either party may terminate the agreement by written notice to the other party by giving not less than 30 business days prior written notice to the other which may not be given with 12 months of the commencement date.

11.3 Without prejudice to any other rights or remedies which either party may have against the other for breach or non-performance of any of the terms of this agreement, either party may terminate this agreement with immediate effect by written notice to the other party in the event that the other party fails to pay any of the sums due under this agreement within 30 days of the falling due or the other party fails to perform or comply with any of the obligations under this agreement and fails to rectify such failure within 7 days of being given notice to do so or the other party is found to be in breach of any of the warranties given in this agreement or if the other party enters into liquidation, bankruptcy or other insolvency procedure whether compulsorily or voluntarily other than for the purpose of reconstruction or amalgamation or if an assignee is appointed for the benefit of the other party's creditors or of a receiver of the other party suspends any payment of its debts or if any similar situation arises or in the event of a Force Majeure.

11.4 (PPC Service) Without restricting The Company rights pursuant to clause 10.3 above, The Company shall be entitled at any time on giving notice to you to suspend the provision of the services if you are in breach of any term of this agreement.

11.5 (PPC Service) Following termination, the client will pay all outstanding invoices and final invoice within 14 days of termination.

12 Title

12.1 (SEO Service) Programming work carried out on your site(s) by The Company shall remain the property of The Company until payment has been received in full by The Company and is not subject to any form of recovery or cancellation by way of charge back or otherwise. All services provided to the client or their agent, may be removed from the applicable website by Just Search at any time after the due date of payment has passed and the payment has not been received in full or if payment has been received in full, has been made subject to a Charge back, any costs incurred by The Company by means of directory submissions, article submissions or organic advertisements will also be recovered.

12.2 (SEO Service) If you do not renew your 12 month subscription of the services provided by The Company, you must remove all references to Just Search Ltd. on the viewable page and within the source code, this must be removed within 14 days from the cancellation date.

12.3 (SEO Service) If the client is found to be using unethical techniques to try and achieve high listings on the search engines (such as cloaking, hidden text, keyword stuffing, etc) The Company will issue a 7 day cancellation request. If the questionable techniques are not removed within that time, The Company will cancel the existing contract with immediate effect and all fees payable to The Company will be retained. The Company will not be held liable for the effect of client using unethical techniques.

12.4 The Company uses various software to track and monitor unique work that has been completed on a client's web site. If this work is replicated or copied in any way (including coding & scripting, software, text content and analytical information) and not paid for, The Company will instruct legal action unless payment is made for the given plagerisium.

13. General

13.1 It is always the policy of The Company to develop and improve its services. The Company, therefore, reserves the right to make any improvements to the designs and specifications of the services.

13.2 The purchase price of the services is where stated, on the invoice inclusive of an annual support fee. If applicable this will be in the first year following purchase of the services by the Buyer. Thereafter, an annual support fee will be charged by The Company to the Buyer to maintain the services in a functional capacity. If the annual support fee is not paid within 14 days of the receipt of invoice therefore, the annual support will be withdrawn and the buyer is required to remove any and all works both on and off page carried out by The Company.

13.3 Nothing in this Agreement shall confer, nor do the parties intend it to confer, any enforceable right on any third party and the Contracts (Rights of Third Parties) Act 1999 shall not apply.

13.4 This Contract shall be governed by the Laws of England and the parties submit to the exclusive jurisdiction of the English Courts in relation to any dispute hereunder.

13.5 The start date of the contract held between the buyer and The Company is when the off page optimisation commences. This is the date when the order form is signed by the buyer.

13.6 All contracts are for a 12 month period (from the date of signature) unless otherwise stated. Subsequently all renewal contracts are for a 12 month period, unless otherwise stated, from the original date of expiration.