Terms and Conditions or Download the PDF
NOTE: YOUR SIGNATURE ON A PRINTED COPY OF THIS AGREEMENT IS NOT REQUIRED IN ORDER FOR THE AGREEMENT TO BE LEGALLY BINDING ON YOU. YOUR USE OF OUR SEARCH ENGINE OPTIMISATION SERVICES SHALL CONSTITUTE A VIRTUAL SIGNATURE, HAVING THE SAME FORCE AND EFFECT AS IF YOU HAD ACTUALLY SIGNED A PRINTED COPY OF THIS CONTRACT AGREEMENT.
Application and Entire Agreement
- The Terms and Conditions apply to the provision of the Services detailed in our quotation(Services) by Fifty2one Ltd a company registered in England and Wales under number 10351085 whose registered office is at Fifty2one Ltd, Unit 10, Hawthorne Business Park, Lincoln Way, Clitheroe, BB7 1QD (we or us) to the person buying the services (you).
- You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever happens earlier) and these Terms and Conditions and our quotation (the Contract) are the entire agreement between us.
- You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are applied by trade, custom, practice or course of dealing.
- A “business day” means any day other than a Saturday, Sunday or Bank Holiday.
- The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
- Words imparting the singular number shall include the plural and vice-versa.
- We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary.
- We will use our reasonable endeavours to complete the performance of the Service within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
- All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
- You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.
- If you do not comply with clause 10, we can terminate the Services.
- We require assurance that you have not employed the Services of any Search Engine Optimisation Company other than Fifty2one to work on your website promotion.
- We require assurance that you have not employed the Services of any Submission Company during the same period of Fifty2one providing their search engine optimisation Services.
- We require assurance that you have not created any duplicate sites, duplicate content or pages, redirects or doorway pages to their website whilst employing the Services of Fifty2one.
- We require assurance that you have not requested or exchanged links with any link farms or undertaken any spamming techniques which may harm the web site’s search engine ranking with Google.
- We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your Obligations)
The customer must guarantee Fifty2one at all times that the material included in the Web Site:
- Is not in breach of the Intellectual Property rights of any third party.
- Is not obscene within the definition of the Obscene Publications Act 1959 or any other relevant provision or statute.
- Is not in breach of any code or provision of statute or common law or otherwise in force from time to time in relation to Advertising of Goods or Services.
- Contains no element of corporative advertising which is in breach of the Control of Misleading Advertisements (Amendment) Regulations 2000.
- Is not in breach of the Defamation Act 1996 or any other relevant provision or statute.
- Does not contain any misleading price comparison in breach of Consumer Protection Act.
Fees and Payment
- The fees (Fees) for the Services are set out in the quotation and are on a time and material basis.
- In addition to the Fees, we can recover from you a) reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, b) the cost of services provided by third parties and required by us for the performance of the Services, and c) the cost of any materials required for the provision of the Services.
- You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then current, applicable rate in affect at the time of performance or such other rate as may be agreed between us. The provisions of clause 24 also apply to these additional Services.
- The Fees are subject to any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
- You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
- Time for payment shall be the essence of the Contract
- Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 4% per annum above the base lending rate of the Bank of England from time to time on the outstanding amount until payment is received in full.
- All payments due under these Terms and Conditions must be made in full without any deduction or withholding except where required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
- If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with you.
- All payments must be made in British Pounds unless otherwise agreed in writing between us.
Termination of Services
- You can terminate the provision of Services if:
- A written notice of 30 days is provided by you to us.
- We can terminate the provision of Services immediately if you:
- Commit a material breach of your obligations under these Terms and Conditions; or
- Fail to make pay any amount due under the Contract on the due date for payment; or
- Are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
- Enter into a voluntary arrangement under Part I of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
- Convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder, a resolution is passed or petition presented to any court for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.
Liability and Indemnity
- Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this clause.
- The total amount of liability is limited to the total amount of Fees payable by you under the Contract.
- We are not liable (whether caused by our employees agents or otherwise)in our connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
- Any indirect, special or consequential loss, damage, costs or expenses; or
- Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
- Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
- Any losses caused directly or indirectly by any failure or your breach in relation to your obligation; or
- Any losses caused directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the services.
- We reserve all copyright and intellectual property rights which may subsist in any goods supplied in connection with the provision of Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Circumstances beyond a party’s control
- Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to; power failure, Internet Service Provider failure, industrial action, civil unrest, fire, floods, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
- All notices under these Terms and Conditions must be in writing and signed for or on behalf of, the party giving notice (or a duly authorised officer of that party).
- Notices shall be deemed to have been duly given: • When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; • When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated; • On the fifth business day following mailing, if mailed by national ordinary mail, or • On the tenth business day following mailing, if mailed by airmail.
- All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
- No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.
- If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable)
Law and Jurisdiction
- These Terms and Conditions are governed by and interpreted according to English Law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the English courts.