Terms & Conditions

John Muir SEO Consultancy t/a SEO Northwest is acting as an independent account manager of all client’s accounts of The Web Clinic Limited. The Terms & Conditions Detailed below are only applicable to the clients of The Web Clinic Limited who are in a fixed 1, 3, 12, 24, and 36-month agreement.

1. DEFINITION
2. GENERAL
3. FEES AND PAYMENT
4. CLIENT’S OBLIGATIONS
5. ALTERATIONS TO THE SERVICE SPECIFICATION
6. REGISTRATION OF DOMAIN NAME
7. RENEWAL OF DOMAIN REGISTRATION
8. TRANSFER IN AND OUT OF A DOMAIN NAME
9. SERVICES
10. bShop
11. flexiSites
12. RankBuilder SERVICES
13. SEO
14. WARRANTY
15. INDEMNIFICATION
16. LIMITATION OF LIABILITY
17. TERMINATION
18. CONTINUATION OF AGREEMENT
19. INTELLECTUAL PROPERTY RIGHTS
20. FORCE MAJEURE
21. DATA PROTECTION
22. INDEPENDENT CONTRACTORS
23. ASSIGNMENT
24. SEVERABILITY
25. WAIVER
26. NOTICES
27. ENTIRE AGREEMENT
28. NO THIRD PARTIES
29. GOVERNING LAW AND JURISDICTION
30. TERMS OF TELEPHONE SERVICE
31. SUSPENSION AND CANCELATION OF SERVICES
32. COMPLAINTS PROCEDURE

1. DEFINITIONS
	In this document the following words shall have the following meanings:
	1.1	“Agreement” means these Terms and Conditions together with the terms of any applicable Service Specification. In the event of any conflict between these Terms and Conditions and any other document or communication, these Terms and Conditions shall prevail.
	1.2	“Application” means an application for the provision of an account with SEO Northwest and for the Service Application forms submitted by the Client to SEO Northwest.
	1.3	“Client” means the organisation or person who purchases services from SEO Northwest.
	1.4	“Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
	1.5	“Service Specification” means a statement of work, quotation or other similar document describing the services to be provided by SEO Northwest.
	1.6	SEO Northwest or SEO Northwest or bFirst, b1st or supplier means; SEO Northwest, 10 Stanah Gardens, Thornton-Cleveleys, Lancashire, FY5 5JH, Registered in England number 06334752.
	1.7	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.
	1.8	Clause headings are for ease of reference and do not form part of nor shall they affect the interpretation of these Terms and Conditions.
	1.9	Where the context so admits or requires words denoting the singular includes the plural and vice versa and words denoting any gender include all genders.
	1.10	References to each party include its permitted assigns and successors by operation of law.
	1.11	“Enforceable” means these Terms and Conditions form the binding legal agreement between SEO Northwest and the Client, as soon as the Client signs the Account Application Form and relevant service Application Form.

2. GENERAL
	2.1	These Terms and Conditions shall apply to all Applications for the supply of services by SEO Northwest to the Client.
	2.2	Before the commencement of the services SEO Northwest shall submit to the Client a Service Specification and, or Application, which shall specify the services to be performed and the fees payable throughout the term of the agreement. The Client shall notify SEO Northwest immediately if the Client does not agree with the contents of the Service Specification and Application form. All Service Specifications shall be subject to these Terms and Conditions. The signing of the Service specification or Application by the Client will form the legal contractual relationship between both parties and is enforceable in a UK court of Law(England + Wales). No cancellation or cooling off period is provided.
	2.3	SEO Northwest shall use all reasonable endeavours to complete the services within estimated time frames but time shall not be of the essence in the performance of any services.
	2.4	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.
	2.5	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.
	2.6	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.
	2.7	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.
	2.8	SEO Northwest may update the Terms and Conditions listed here from time to time without notice. Notification of any valid alteration to or variation of these Terms and Conditions will be provided to the Client and the Client will be given 30 days to object to any variation. Failure to object to any variation, will be deemed as acceptance of any possible variations following the 30 day period.

3. FEES AND PAYMENT
	3.1	The fees for the performance of the services are as set out in the Service Specification or Application form. SEO Northwest shall invoice the Client for the services or in cases where payment is required on order the Client will pay at the time of signing the relevant service application form.
	3.2	Invoiced amounts shall be due and payable within 14 days of receipt of invoice or on the specified payment date displayed on the invoice. SEO Northwest shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 5% per annum above the base rate of the Bank of England from time to time. In the event that the Client’s procedures require that an invoice be submitted against a purchase order to payment, the Client shall be responsible for issuing such purchase order before the services are rendered.
	3.3	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.
	3.4	Additional payments terms are only applicable to a point where the client is not in breach of any other terms specified here. In the event where clients are in breach of any terms stated here, all additional payment terms will be voided and all outstanding balances will be demanded in full.
	3.5	Should the Client purchase services where subscription fees are payable by direct debit or standing order, the completed direct debit or standing order form must be returned to SEO Northwest within 7 days. In the event of the Client failing to return a completed direct debit standing order mandate, SEO Northwest reserves the right to withdraw offer of monthly payment and invoice for the terms of the agreement immediately. This invoice will be payable within 7 days.
	3.6	Clients who pay by Credit card at time of order will not be charged the 3% admin fee. All other credit card payments will be charged 3%. By providing credit card details for purchase of any of our services you are accepting all terms and conditions of sale.
	3.7	The Client accepts that any credit card details or registered payment forms may be used to charge the Client for any fees that may be applicable during the term of the agreement if the Client fails to issue payment once an invoice has been issued. The Client acknowledges that SEO Northwest may do this without providing any notice.
	3.8	The Client acknowledges that any remittance sent will be allocated to all overdue invoices first. The Client may not purchase any additional services without first providing remittance for outstanding liabilities.
	3.9	In the event the client continues to make further payments to SEO Northwest post cancellation of the agreement, the client agrees that SEO Northwest is not entitled to issue refunds. It is the Clients responsibility to stop further payments to SEO Northwest.

4. CLIENT’S OBLIGATIONS
	4.1	To enable SEO Northwest to perform its obligations under this Agreement the Client shall:
	4.1.a	co-operate with SEO Northwest;
	4.1.b	provide SEO Northwest with any information required and requested by SEO Northwest;
	4.1.c	adhere to all timeframes and procedures set by SEO Northwest in these terms and conditions and in any correspondence from SEO Northwest;
	4.1.d	obtain all necessary permissions and consents which may be required before the commencement of the services; and
	4.1.e	comply with such other requirements as may be set out in the Service Specification or otherwise agreed between the parties.
	4.2	The Client shall be liable to compensate SEO Northwest for any expenses incurred by SEO Northwest as a result of the Client’s failure to comply with Clause 4.1.
	4.3	Without prejudice to any other rights to which SEO Northwest may be entitled, in the event that the Client unlawfully terminates or cancels the services agreed to in the Service Specification, the Client shall be required to pay to SEO Northwest as agreed damages and not as a penalty the full amount of any third party costs to which SEO Northwest has committed and in respect of cancellations on less than five working days’ written notice the full amount of the services contracted for as set out in the Service Specification, and the Client agrees this is a genuine pre-estimate of the SEO Northwest’s losses in such a case. For the avoidance of doubt, the Client’s failure to comply with any obligations under Clause 4.1 shall be deemed to be a cancellation of the services and subject to the payment of the damages set out in this Clause.
	4.4	In the event that the Client or any third party, not being a sub-contractor of SEO Northwest, shall omit or commit anything which prevents or delays SEO Northwest from undertaking or complying with any of its obligations under this Agreement, then SEO Northwest shall notify the Client as soon as possible and:
	4.4.a	SEO Northwest shall have no liability in respect of any delay to the completion of any project;
	4.4.b	if applicable, the timetable for the project will be modified accordingly;
	4.4.c	SEO Northwest shall notify the Client at the same time if it intends to make any claim for additional costs.

5. ALTERATIONS TO THE SERVICE SPECIFICATION
	5.1	The parties may at any time mutually agree upon and execute new Service Specifications. Any alterations in the scope of services to be provided under this Agreement shall be set out in the Service Specification, which shall reflect the changed services and fees and any other terms agreed between the parties.
	5.2	The Client may at any time request alterations to the Service Specification by notice in writing to SEO Northwest. On receipt of the request for alterations SEO Northwest shall, within 5 working days or such other period as may be agreed between the parties, advise the Client by notice in writing of the effect of such alterations, if any, on the fees and any other terms already agreed between the parties.
	5.3	Where SEO Northwest gives written notice to the Client agreeing to perform any alterations on terms different to those already agreed between the parties, the Client shall, within 5 working days of receipt of such notice or such other period as may be agreed between the parties, advise SEO Northwest by notice in writing whether or not it wishes the alterations to proceed.
	5.4	Where SEO Northwest gives written notice to the Client agreeing to perform alterations on terms different to those already agreed between the parties, and the Client confirms in writing that it wishes the alterations to proceed on those terms, the Service Application shall be amended to reflect such alterations and thereafter SEO Northwest shall perform this Agreement upon the basis of such amended terms.
	5.5	SEO Northwest may, at it’s sole discretion, employ a third party to perform the Service Specification and will provide the Client with written notice of the same.
	5.5a	The Client may object to assignment to the third party of the Service Specification by providing written notice to SEO Northwest within [7] days of the notice from SEO Northwest.

6. REGISTRATION OF DOMAIN NAME
	6.1	These terms are not applicable to domain names registered as part of any other subscription based service where only use of the domain name is granted.
	6.2	The client agrees that all domain names carry a minimum of twenty-four months contractual bond on payment of fees, agreed by both parties.
	6.2.a	The Client agrees that all domain names are initially registered under the property of SEO Northwest until all domain name related fees have been paid in full for the entire term of the domain name registration period except where Clause 6.2b is applicable where domains names remain the property of SEO Northwest.
	6.2.b	In the event where either party cancels services specified in Clause 9.1a, where the use of domain names is granted, all intellectual property rights and ownership of domain names remain the property of SEO Northwest. This includes registered domain names that have been re-registered by The Web Clinic & later transferred to SEO Northwest after the initial registration period has elapsed. The Client agrees that any re-registration fee paid by SEO Northwest grants SEO Northwest ownership rights to the domain name. The Client is only granted use of the domain name for the term of the agreement. Services that include domain name use are RankBuilder, bshop v3.0/bshop v4/bshop v5 and FlexiSites.
	6.3	The Client acknowledges that the registration of the domain name will be dependent on the terms and conditions of various naming authorities/registration agents. SEO Northwest use the following and can be found at the following URL’s:-
	6.3.a	For international TLD’s (.org, .com, .net): http://www.opensrs.org/terms.html
	6.3.b	For UK TLD’s (.co.uk): http://www.nominet.org.uk/go/terms
	6.4	The client agrees that SEO Northwest is not held accountable for errors made on the part of the naming authorities/registration agents.
	6.5	SEO Northwest guarantee that should the naming authorities/registration agents alter, the clients will be notified immediately via SEO Northwest’s website: http://www.thewebclinic.co.uk/terms.htm
	6.6	The client acknowledges that s(he) cannot cancel any domain names once registered.
	6.7	The Client Acknowledges that s(he) will be required to pay an annual pointing fee and biennial renewal fee per domain unless the domain name is inclusive of any other paid packaged service.
	6.8	Should the domain name become ineffective, the client agrees that SEO Northwest shall not be held responsible for the registration. However, in the event of the domain name becoming unavailable during the registration and authorisation period, SEO Northwest will propose a new domain name for registration. The new domain name will not affect the present contractual agreements made and the client agrees that s(he) is still subject to the same fees and charges.
	6.9	The client understands that SEO Northwest has the right to cancel/suspend any domain names in the event of any legal issues or disputes.
	6.10	SEO Northwest shall not be liable for any delay in activating the Domain Name on the Server nor for any cost incurred by the Client as a result of such delay and the Client’s obligation to pay the fees set out in Clause 3.2 shall not be affected by any such delay.
	6.11	The Client warrants that the Domain Name does not infringe any intellectual property rights of any third party, including but not limited to trade marks registered or otherwise used by any third party and the Client shall indemnify and keep SEO Northwest indemnified in respect of any loss, damages, costs or other expenses arising out of or in connection with any breach by the Client of this Clause.
	6.12	The Client agrees, as a condition of any Agreement, to be bound by the dispute policy used from time to time by the relevant naming authority or registration agent, which policy can be found in the terms referred to in Clause 6.3
	6.13	The Client acknowledges that SEO Northwest shall have the right to cancel, suspend or transfer the Domain Name at any time upon receipt of a court order or arbitration award requiring such cancellation, suspension or transfer.
	6.14	Country code domain names can only be registered in Restrictive countries if the relevant documentation is provided in order to perform the registration. SEO Northwest does not hold liability for non-registration of CCTLD’s due to negligence by the Client. The Client also recognises that a refund of deposits cannot be issued if this is the case.
	6.15	If you wish to raise a complaint about abuse you have received from a domain registered by SEO Northwest; (phishing scams, spam emails etc), please contact us by email at support@seo-northwest.co.uk with detail about the abuse. SEO Northwest will investigate your complaint immediately and respond back within 48hrs.

7. RENEWAL OF DOMAIN REGISTRATION
	7.1	These terms are not applicable to domain names registered as part of any other service where only use of the domain name is granted.
	7.2	SEO Northwest assures the Client that the best effort will be made to renew all domain names automatically after the twenty-four month registration period, however the Client acknowledges that SEO Northwest will not be held accountable for the failure to do so.
	7.3	The Client agrees that prior to the renewal of any domain names, the renewal fee will be made payable to SEO Northwest.
	7.4	The Client understands that s(he) will be informed about the renewal date and will notify the client by email 30 days before any domain renewals becomes due..
	7.5	The Client agrees that neglect to pay any outstanding fees will defer the registration/renewal of any domain names. This action will not yield any refunds.
	7.6	The Client agrees that they are to provide 30 days notice before the cancellation of any domain names. Neglect to provide this will result in the continuous renewal process of the domain registration and consequent payment.
	7.7	The Client understands that SEO Northwest is not responsible for any materials lost due to clients neglect to pay renewal domain registration.
	7.8	As stated in clause 6.8, should the domain become ineffective, SEO Northwest shall provide and register a new domain name, with no refunds given.
	7.9	Clients may transfer any domain names registered in the Clients name to a different ISP if they pay the domain name release fee, have provided at least a month’s notice before the next renewal payment and if their account has been settled. The Client agrees that neglect to provide this notice will result in the payment of the renewal fee, outstanding balance, and release fee specified on SEO Northwest’s Price list.
	7.10	If the client does not renew their [UK] domain before its expiry date, it will have all connected services WebClinic provide suspended. The client will have up to 30 days (protected period) after to renew the domain name at the original renewal fee: Click Here to view renewal fees. After 30 days in suspension the domain will go into a 60 day grace period which you can still renew your domain name but with an additional redemption fee of £25 (we can set this fee). This must be requested by email before the 80th day after your domain has expired, after 90 days your domain will be cancelled and deleted from the register and made available for resale through a third party registrar. SEO Northwest will not guarantee the renewal of a domain name in this circumstance.

8. TRANSFER IN AND OUT OF A DOMAIN NAME
	8.1	The Client acknowledges that should they request SEO Northwest to host an existing domain name, they are fully responsible for the transfer to the server on the day or after the start of any agreements made are responsible for any fees paid to other parties involved in connection to the transfer. In order to affect the transfer the client shall request his/her existing ISP or any other relevant third party:-
	8.1.a	in the case of UK TLD’s to modify the IPS Tag as required by SEO Northwest
	8.1.b	in the case of international TLD’s to replace the name servers, admin, technical and billing contact with the relevant details received from SEO Northwest.
	8.2	Once the agreement has been cancelled or terminated, the Client has the right to transfer any domain names registered in their name to a third party server except where the domain name is used as part of any subscription based website services, where SEO Northwest pays for renewal or registration of domain names. These services include bshop and flexi sites or custom website services. SEO Northwest in this case retains ownership of domain names. In the event a domain name is not retained by SEO Northwest, the transfer is dependent on a transfer form being completed and all fees on the account being settled first in full in accordance with the service agreement. If as a result of a Domain name transfer out other contracted services will become ineffective then all contracted fees relating to other services must be settled in full prior to a transfer out taking place. Domain names cannot be permitted transfer if requested within 60 days of the expiration date being due or where the Client is in breach of any terms listed.
	8.3	The Client acknowledges that SEO Northwest will not be held accountable for any obstructions in the transfer and that all fees should be paid according to the Application signed.
	8.4	The Client acknowledges that SEO Northwest has the capability to hinder the release of any domain names, should the client be in breach of any agreements or payments, or if the initial period has not yet expired.
	8.5	The Client agrees that they are fully responsible for the transfer of the website. SEO Northwest will not be held accountable for the transfer of any existing sites hosted within the appropriate domain names.
	8.6	The client acknowledges that there may be a release fee or full payment of contract when submitting transfer request form. This is sometimes demanded by an ISP and is not the responsibility of SEO Northwest.
	8.7	The client agrees that should an ISP deny the release of a domain name, SEO Northwest are not held accountable and are not permitted to interfere with the ordeal. Should SEO Northwest choose to intervene, the client understands that there will be a domain name-handling fee chargeable. This fee is not refundable should the transfer still be unsuccessful.
	8.8	The Client agrees that services affected by the unsuccessful transfer will not be refunded. Should this occur, SEO Northwest will offer a .co.uk domain name to replace the unsuccessful transfer of the previous domain name.
	8.9	Domain name transfers to SEO Northwest, occurring within 2 months of the renewal date, will take longer than initial transfer requests.

9. SERVICES
	9.1	SEO Northwest shall upon receiving payment as agreed between both the client and SEO Northwest
	9.1.a	Provide a service for the relevant packages stated below: • All bShop ecommerce website packages • FlexiSites : Static Website and Content Management System, flexiSite features • RankBuilder: Internet Marketing Package and RankBuilder statistics package • WebClinic: WebClinic 20, WebClinic 30, WebClinic 50, WebClinic Custom, WebClinic Statistics package • CAD: Custom Application Development Service • Web Hosting: Provision of website hosting and email services The services listed above are subject to the Client providing the relevant information needed and follow all service procedures as highlighted here in order to complete service specification. If the client fails to provide SEO Northwest with any information or fails to follow the service procedures stated in these Terms And Conditions for the completion of any of these services then SEO Northwest hold the right to void all services with no refunds issued and in cases where further fees would be payable subject to delivery of service, the Client will be liable for the fees for the full contractual term.
	9.2	Client agrees and accepts to the working, processes and limitations of all services at time of purchase including all features and components used as part of the service.
	9.3	SEO Northwest reserves the right to modify the manner in which features work within any service. This may include removal of features and modification of features.
	9.4	SEO Northwest makes guarantees to deliver services within 6 months of the requested service as at times delivery of services is dependant on third party contractors used by SEO Northwest.

10. bShop
	10.1	The Client understands that bshop is a service that will be started by the signing of the relevant contractual agreement. The program is a subscription based service that requires specific information from the Client in order to run the program fully. The Client understands that bshop solutions are provided on the basis of a revolving 12 month subscription service and are based around a number of individual services that are combined to provide a full working solution. The individual services provided are:
	10.1.a	License to use up to 2 domain names for the term of the agreement.
	10.1.b	Email facility for one domain name
	10.1.c	12-month bshop user license based on service level stated on Application.
	10.1.d	Basic website design service based around choosing existing templates available within the bshop and subject to all terms stated here.
	10.1.e	Secure website hosting facility for bshop v3.0 website with maximum 2.5GB bandwidth usage allowance.
	10.1.f	Telephone and email support during the working hours of 9am – 5.30pm, Monday till Friday, excluding public holidays and two weeks Christmas shut down.
	10.2	SEO Northwest requires all information requested for the bshop website via the bshop setup wizard. This includes website layout choice, colour scheme, website settings and website content. SEO Northwest will not enter content on behalf of the Client. The setup wizard must be completed within 14 consecutive working days from the date of receiving the necessary access details from SEO Northwest. The neglect to provide all relevant information or data will result in the Client being invoiced for all subscription fees payable for the term of the service.
	10.25	The Client warrants that the website content does not infringe any intellectual property rights of any third party, including but not limited to trade marks registered or otherwise used by any third party and the Client shall indemnify and keep SEO Northwest indemnified in respect of any loss, damages, costs or other expenses arising out of or in connection with any breach by the Client of this Clause.
	10.3	SEO Northwest are aware of the difficulties that clients may have sending information via a web interface, so aid will be given voluntarily. However, the client must understand that a fee will be charged for the provision of this aid. SEO Northwest will make these charges clear to the Client before aid is provided.
	10.4	Once the set-up wizard has been completed, the Client understands that all other information and images are to be provided as requested by SEO Northwest. The Client understands that once all information has been given, the design operation will begin.
	10.5	The Client understands that bshop websites will be aimed to be set-up within a six working week period. SEO Northwest accepts no liability for its failure to do so..
	10.6	The Client acknowledges that all standard bshop websites are designed using existing templates available to the Client. These templates are fixed in layout and as part of the design service included within the package the Client will have flexibility over the colour scheme, logo and images used on the website. The Client will not have the right to modify the layout and structure of the website without incurring additional fees.
	10.7	In the event where the Client does not wish to use any of the available templates included within the bshop, the Client can opt to have a new theme designed for an additional cost, which will be priced at the time of request. This service is regarded as a Custom Application Development Service and will be provided subject to the details on the Application form.
	10.8	The Client acknowledges that s(he) is notified about the location of their website and is informed about what information is required in order to make the website complete. The Client understands that any changes to the website, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring or reprogramming of features will require extra work and extra charges.
	10.9	The Client is completely responsible for the design format of their website and all content within it. The client agrees that they are held accountable to any future changes to the website once it has been given a location or published. The Client further agrees to maintain back up copies of all data uploaded to the website at all times.
	10.10	The Client acknowledges that the website is required to connect to a payment gateway for the collection of payments. An additional fee payable to the chosen payment gateway provider is necessary for the system to work. The Client acknowledges that s(he) is liable for all services with respect to payment processing on the website. SEO Northwest reserves the right to remove connectivity with any third party payment service provider throughout the term of this agreement. In the event of this happening your obligations under this agreement are not affected.
	10.11	The Client understands that s(he) are responsible for any modifications to the website information, using the management console.
	10.12	There are monthly fees made payable to SEO Northwest for such services as the maintaining of the website and renewing of the user license. The Client understands that any extra work or upgrades will result in additional charges or annual or monthly renewal fees.
	10.13	The Client agrees to pay the monthly subscription fee prior to the website going live on the Internet. In situations where Client is in breach of any of the terms listed, SEO Northwest reserves the right to begin the monthly subscription billing cycle at any time. This fee carries a revolving 12-month contractual bond except where SEO Northwest cancels the agreement. Cancellations from Clients must be received within the 12th month of each revolving 12-month term.
	10.14	The client acknowledges that by cancelling the service, the client will not be able to retain a copy of the website and host it elsewhere. The Client can retain all images provided by the Client.
	10.15	The Client acknowledges the bshop service operates as a content management system and therefore the client cannot have FTP access to the website at any time.
	10.16	All bshop websites are provided a maximum usage limit of 2.5GB bandwidth usage every month. In the event where any website is above this limit in a particular month, additional charges are payable for the excess bandwidth used. The client will be notified of the total bandwidth usage for a particular month and will be provided with two options.
	10.17	The client can choose to pay a flat rate fee of £20.00 + VAT for every 1 gigabyte above the limit for a particular month.
	10.17.a	The Client can choose to pay a monthly fee to increase the bandwidth limit. The charges are as follows: Increase by 10 Gigabyte per month @ £10.00 per GB per month Increase by 25 Gigabyte per month @ £8.00 per GB per month Increase by 50 Gigabyte per month @ £6.00 per GB per month All monthly bandwidth packages are payable monthly or annually and carry a minimum term of 12 months. Fees are non refundable in the event where bshop v3.0 service is terminated prior to the 12 month term finishing and may also go up after the initial 12 month term. The client will be required to choose the option they wish to proceed with within 3 working days. Failure to do so will result in additional charges being raised based on a calculation using option stated in 10.18. All invoices are payable within 7 days. Failure to do so will result in suspension of the service.
	10.18	SEO Northwest will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop service. The opening times are Monday to Friday, 9.00 – 17.30 excluding public holidays and a two week office shutdown during the Christmas period.
	10.19	SEO Northwest make no representations to maintain 100% availability of the website on the Internet and the Client acknowledges that at certain times the service may be disrupted due to unforeseen circumstances. SEO Northwest will aim to minimise downtime but cannot guarantee 100% uptime.
	10.20	SEO Northwest is only responsible for maintaining a connection to the relevant payment gateway used by the client and is not responsible in the event where payment processing is non functional on the website. Any work undertaken by SEO Northwest in respect to this kind of problem will be charged as non-contracted work.
	10.21	The bshop v3.0 service is designed to provide a complete service for organisations requiring a catalogue based website with credit card or enquiry facilities. Clients purchasing the bshop v3.0 are fully aware of this and all the features available with the package at time of purchase by reviewing the feature list on all documentation provided by SEO Northwest.
	10.22	All intellectual property rights to the websites designed and maintained by SEO Northwest using the software solution provided by SEO Northwest belong to SEO Northwest at all times including after termination of any service subscription.
	10.23	Clients understand and agree that all solutions supplied by SEO Northwest may involve a link exchange, system which exchanges links to other websites using the same system. Clients acknowledge that SEO Northwest reserve the right to create hidden links to any website using the same software system in order to enhance the performance of all sites using the same software system.
	10.24	SEO Northwest reserves the right to remove or change the software features within a package level at anytime with a different version. SEO Northwest also reserves the right to replace the entire software service with a new upgraded version. The Client is obligated to upgrade to a package offered by SEO Northwest in order to maintain services. The Client acknowledges and accepts that the fees payable for an upgraded version may be higher than that paid by the Client already. Refusal to upgrade can result in total withdrawal of services including removal of the website and all related services. In the event of an upgrade SEO Northwest will be responsible for any modifications required to be made to the Clients website to ensure compatibility with any new software features or version introduced.

11. FLEXI SITES
	11.1	The Client understands that the FlexiSites package is a service that will be started by the signing of the relevant contractual agreement. The program is a subscription based service that requires specific information from the Client in order to run the program fully. The Client understands that FlexiSites solutions are provided on the basis of a revolving 12 month subscription service and are based around a number of individual services and software features that are combined to provide a full working solution. The individual services provided are:
	11.1.a	License to use up to 2 domain names for the term of the agreement.
	11.1.b	Email facility for one domain name.
	11.1.c	12-month FlexiSites user license based on service level stated on Application.
	11.1.d	Basic website design service based around choosing existing templates available within the FlexiSites Software and subject to all terms stated here.
	11.1.e	Secure website hosting facility for bshop v3.0 website with maximum 2.5GB bandwidth usage allowance.
	11.1.f	Telephone and email support during the working hours of 9am – 5.30pm, Monday till Friday, excluding public holidays and two weeks Christmas shut down.
	11.2	SEO Northwest requires all information requested for the FlexiSite website via the FlexiSite setup wizard. This includes website layout choice, colour scheme, website settings and website content. SEO Northwest will not enter content on behalf of the Client. The setup wizard must be completed within 14 consecutive working days from the date of receiving the necessary access details from SEO Northwest. The neglect to provide all relevant information or data will result in the Client being invoiced for all subscription fees payable for the term of the service.
	11.3	SEO Northwest are aware of the difficulties that clients may have sending information via a web interface, so aid will be given voluntarily. However, the Client must understand that a fee will be charged for the provision of this aid. SEO Northwest will make these charges clear to the Client before aid is provided.
	11.4	Once the set-up wizard has been completed, the Client understands that all other information and images are to be provided as requested by SEO Northwest. The Client understands that once all information has been given, the design operation will begin.
	11.5	The Client understands that FlexiSites websites will be aimed to be set-up within a six working week period. SEO Northwest accepts no liability for its failure to do so.
	11.6	The Client acknowledges that all FlexiSites websites are designed using existing templates available to the Client. These templates are fixed in layout and as part of the design service included within the package the Client will have flexibility over the colour scheme, logo and images used on the website. The Client will not have the right to modify the layout and structure of the website without incurring additional fees.
	11.7	In the event where the Client does not wish to use any of the available templates included within the FlexiSites set up, the Client can opt to have a new theme designed for an additional cost, which will be priced at the time of request. This service is regarded as a Custom Application Development Service and will be provided subject to the details on the Application form.
	11.8	The Client acknowledges that s(he) is notified about the location of their website and is informed about what information is required in order to make the website complete. The Client understands that any changes to the website, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring or reprogramming of features will require extra work and extra charges.
	11.9	The Client is completely responsible for the design format of their website. The Client agrees that they are held accountable to any future changes to the website once it has been given a location or published.
	11.10	The Client understands that s(he) are responsible for any modifications to the website information, using the management console.
	11.11	There are monthly fees made payable to SEO Northwest for such services as the maintaining of the website and renewing of the user licence. The Client understands that any extra work or upgrades will result in additional charges or annual or monthly renewal fees.
	11.12	The Client agrees to pay the monthly subscription fee prior to the website going live on the Internet. In situations where Client is in breach of any of the terms listed, SEO Northwest reserves the right to begin the monthly subscription billing cycle at any time. This fee carries a revolving 12-month contractual bond except where SEO Northwest cancels the agreement. Cancellations from Clients must be received within the 12th month of each revolving 12-month term.
	11.13	The Client acknowledges that by cancelling the service, the client will not be able to retain a copy of the website and host it elsewhere. The Client can retain all images provided by the Client.
	11.14	The Client acknowledges the FlexiSites service operates as a content management system and therefore the client cannot have FTP access to the website at any time.
	11.15	All FlexiSites websites are provided a maximum usage limit of 2.5GB bandwidth usage every month. In the event where any website is above this limit in a particular month, additional charges are payable for the excess bandwidth used. The client will be notified of the total bandwidth usage for a particular month and will be provided with two options.
	11.15.a	The client can choose to pay a flat rate fee of £20.00 + VAT for every 1 gigabyte above the limit for a particular month.
	11.15.b	The Client can choose to pay a monthly fee to increase the bandwidth limit. The charges are as follows: Increase by 10 Gigabyte per month @ £10.00 per GB per month Increase by 25 Gigabyte per month @ £8.00 per GB per month Increase by 50 Gigabyte per month @ £6.00 per GB per month All monthly bandwidth packages are payable monthly or annually and carry a minimum term of 12 months. Fees are non refundable in the event where FlexiSites service is terminated prior to the 12 month term finishing and may also go up after the initial 12 month term. The client will be required to choose the option they wish to proceed with within 3 working days. Failure to do so will result in additional charges being raised based on a calculation using option stated under clause 10.15a. All invoices are payable within 7 days. Failure to do so will result in suspension of the service.
	11.16	SEO Northwest will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop v3.0 service. The opening times are Monday to Friday, 9.00 – 17.30 excluding public holidays and a two week office shutdown during the Christmas period.
	11.17	SEO Northwest make no representations to maintain 100% availability of the website on the Internet and the Client acknowledges that at certain times the service may be disrupted due to unforeseen circumstances. SEO Northwest will aim to minimise downtime but cannot guarantee 100% uptime.
	11.18	The FlexiSites service is designed to provide a complete service for organisations requiring a non catalogue based updateable website with enquiry and survey facilities. Clients purchasing the FlexiSites are fully aware of this and all the features available with the package at time of purchase by reviewing the feature list on all documentation provided by SEO Northwest.
	11.19	All intellectual property rights to the websites designed and maintained by SEO Northwest using the software solution provided by SEO Northwest belong to SEO Northwest at all times including after termination of any service subscription.
	11.20	Clients understand and agree that all solutions supplied by SEO Northwest may involve a link exchange, system which exchanges links to other websites using the same system. Clients acknowledge that SEO Northwest reserve the right to create hidden links to any website using the same software system in order to enhance the performance of all sites using the same software system.
	11.21	SEO Northwest reserves the right to replace the software service at anytime with an advanced version. The Client is obligated to upgrade to a package offered by SEO Northwest in order to maintain services. The Client acknowledges and accepts that the fees payable for an upgraded version may be higher than that paid by the Client already. Refusal to upgrade can result in total withdrawal of services including removal of the website and all related services. In the event of an upgrade SEO Northwest will be responsible for any modifications required to be made to the Clients website to ensure compatibility with any new software features or version introduced.

12. RankBuilder SERVICES
	12.1	The Client understands that the RankBuilder package is a prepaid service that requires specific information in order to run the program. The Client understands that RankBuilder packages are provided on the basis of 12 month licensed packages and are based around a number of individual services and software features that are combined to provide a full working solution. The individual services provided are:
	12.1.a	License to use 1 domain name for the term of the agreement.
	12.1.b	12-month RankBuilder user license based on service level stated on Application.
	12.1.c	Basic website design service based around choosing existing templates available within the RankBuilder Software and input of content for up to twenty keyword industry related keyphrases and subject to all terms stated here.
	12.1.d	website hosting facility for RankBuilder website with maximum 2.5GB bandwidth usage allowance.
	12.1.e	Telephone and email support during the working hours of 9am – 5.30pm, Monday till Friday, excluding public holidays and two weeks Christmas shut down.
	12.2	The Client acknowledges that full payment of the set up fee is required before the service can be provided.
	12.3	SEO Northwest requires all information requested for the RankBuilder website via the RankBuilder setup wizard. This includes website layout choice, colour scheme, website settings and website content. The setup wizard must be completed within 14 consecutive working days from the date of receiving the necessary access details from SEO Northwest. The neglect to provide all relevant information or data will result in the Client being invoiced for all subscription fees payable for the term of the service.
	12.4	SEO Northwest are aware of the difficulties that clients may have sending information via a web interface, so aid will be given voluntarily. However, the Client must understand that a fee will be charged for the provision of this aid. SEO Northwest will make these charges clear to the Client before aid is provided.
	12.5	Once the set-up wizard has been completed, the Client understands that all other information and images are to be provided as requested by SEO Northwest. The Client understands that once all information has been given, the design operation will begin.
	12.6	The Client understands that RankBuilder websites will be aimed to be set-up within a six working week period. SEO Northwest accepts no liability for its failure to do so.
	12.7	The Client acknowledges that all RankBuilder websites are designed using existing templates available to the Client. These templates are fixed in layout and as part of the design service included within the package the Client will have flexibility over the colour scheme, logo and images used on the website. The Client will not have the right to modify the layout and structure of the website without incurring additional fees.
	12.8	The Client acknowledges that s(he) is notified about the location of their website and is informed about what information is required in order to make the website complete. The Client understands that any changes to the website, for example, colour/images/etc, will not warrant any extra charges. However, any re-structuring or reprogramming of features will require extra work and extra charges.
	12.9	The Client understands that s(he) are responsible for any modifications to the website information, using the management console provided within the RankBuilder software.
	12.10	There are monthly fees made payable to SEO Northwest for such services as the maintaining of the website and renewing of the user licence. The Client understands that any extra work or upgrades will result in additional charges or annual or monthly renewal fees.
	12.11	The Client agrees to pay the monthly subscription fee prior to the website going live on the Internet. In situations where Client is in breach of any of the terms listed, SEO Northwest reserves the right to begin the monthly subscription billing cycle at any time. This fee carries a revolving 12-month contractual bond except where SEO Northwest cancels the agreement. Cancellations from Clients must be received within the 12th month of each revolving 12-month term.
	12.12	The Client acknowledges that by cancelling the service, the client will not be able to retain a copy of the website and host it elsewhere. The Client can retain all images provided by the Client.
	12.13	The Client acknowledges the RankBuilder service operates as a content management system and therefore the client cannot have FTP access to the website at any time.
	12.14	All RankBuilder websites are provided a maximum usage limit of 2.5GB bandwidth usage every month. In the event where any website is above this limit in a particular month, additional charges are payable for the excess bandwidth used. The client will be notified of the total bandwidth usage for a particular month and will be provided with two options.
	12.14.a	The client can choose to pay a flat rate fee of £20.00 + VAT for every 1 gigabyte above the limit for a particular month.
	12.14.b	The Client can choose to pay a monthly fee to increase the bandwidth limit. The charges are as follows: Increase by 10 Gigabyte per month @ £10.00 per GB per month Increase by 25 Gigabyte per month @ £8.00 per GB per month Increase by 50 Gigabyte per month @ £6.00 per GB per month All monthly bandwidth packages are payable monthly or annually and carry a minimum term of 12 months. Fees are non refundable in the event where RankBuilder service is terminated prior to the 12 month term finishing and may also go up after the initial 12 month term. The client will be required to choose the option they wish to proceed with within 3 working days. Failure to do so will result in additional charges being raised based on a calculation using option stated under clause 10.15a. All invoices are payable within 7 days. Failure to do so will result in suspension of the service.
	12.15	SEO Northwest will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop v3.0 service. The opening times are Monday to Friday, 9.00 – 17.30 excluding public holidays and a two week office shutdown during the Christmas period.
	12.16	SEO Northwest will supply a Customer Service Team that is readily available to offer aid to the client with regards to the bshop v3.0 service. The opening times are Monday to Friday, 9.00 – 17.30 excluding public holidays and a two week office shutdown during the Christmas period.
	12.17	All custom built bolt on features created on behalf of Clients will be designed and active on a 12-month license basis. All bolt on features carry a renewal fee every 12 months for the feature to remain active on the RankBuilder website or console.
	12.18	Renewal fees for bolt on features may change after the initial 12-month term. The Client agrees that this may be more than the initial purchase fee.
	12.19	The RankBuilder service is designed to provide a service that creates a promotional industry related website that contains relevant inbound links towards a target website using up to 20 keyphrases for promotional purposes. Clients are provided content management features via the RankBuilder Console. Clients purchasing the RankBuilder are fully aware of this and all the features available with the package at time of purchase by reviewing the feature list on all documentation provided by SEO Northwest.
	12.20	All intellectual property rights to the websites designed and maintained by SEO Northwest using the software solution provided by SEO Northwest belong to SEO Northwest at all times including after termination of any service subscription.
	12.21	Clients understand and agree that all solutions supplied by SEO Northwest may involve a link exchange, system which exchanges links to other websites using the same system. Clients acknowledge that SEO Northwest reserve the right to create hidden links to any website using the same software system in order to enhance the performance of all sites using the same software system.

13. SEO Northwest/WEB CLINIC
	13.1	The Client understands that SEO Northwest acting as WebClinic carries a revolving contracted term of 12 months with an initial fee payable immediately and a revolving 12 month contractual bond for which a fixed fee is payable each month. Service will begin as soon as the Client has signed the relevant contractual agreement unless an alternative arrangement has been specified on the contract.
	13.2	The client acknowledges that the SEO Northwest acting as WebClinic service is a Search Engine Optimisation and Search Engine Consultancy service designed to enhance the chances of achieving search engine placement on the major search engines using a fixed number of keyphrases confirmed by the Client and agreed by SEO Northwest. The Client acknowledges and agrees that in order for the service to be successful, the Client guarantees to cooperate with SEO Northwest and act upon and implement all SEO Northwest’s advice within 4 weeks of being notified in the diagnostic reports and monthly work done reports and provide all access necessary for SEO Northwest to carry out its duties as it sees fit throughout the term of the agreement. The Client agrees that recommendations made by SEO Northwest may result in the Client having to incur further expense beyond the standard subscription fee payable to SEO Northwest to Achieve the desired results. Failure to adhere to any of instructions given by SEO Northwest is a breach of contract and may result in suspension or cancellation of the service, with an obligation to pay the full contractual value to SEO Northwest. In the event where the Client is in breach of this clause, the Client agrees to waive all rights to execute clause 13.22 within these terms and conditions.
	13.3	SEO Northwest will issue to the Client a list of keyphrases that can be promoted as part of the WebClinic service. The Client will be required to choose from the list the maximum as stated on the contract. The Client will be given an opportunity to specify own keyphrases to be used as part of the program. The Client acknowledges that competitive keyphrases can be promoted, however these may take longer to achieve rankings on the search engines depending on the status of the website on the search engines. Keyphrases requested that have no relevance to the website stated on the contract will not be promoted.
	13.4	SEO Northwest may issue a diagnostic report detailing the status of the website to be promoted on the search engines no earlier than 28 working days from agreement of the keyphrases to be promoted as part of the service. This report will detail the work to be carried out by SEO Northwest and the recommended work for the Client to carry out or commission a third party to complete. The Client may request SEO Northwest to complete the Clients duties specified on the report. SEO Northwest will quote the Client for any additional work to be carried out. A separate agreement will be required to be completed for this.
	13.5	SEO Northwest will apply the initial optimisation process as detailed on the diagnostic report issued by SEO Northwest. SEO Northwest will carry out this work assuming it has all relevant access to carry out its full work schedule. In the event where the Clients website is inaccessible or the required work cannot be completed due to complexities in the design of the website SEO Northwest will provide a detailed list of work for the Client to provide his/her appointed website designers/programmers. Upon completion of the On page optimisation process, SEO Northwest will either
	13.5.a	Gain authorisation from the Client to upload all work to the host address provided
	13.5.b	Send all files via email to the Client for uploading
	13.5.c	Send all files to the Clients recommended web designers or programmers for uploading.
	13.6	SEO Northwest will activate the WebClinic maintenance schedule immediately after completion of the diagnostic report under normal circumstances except where Clients are in breach of contract and report on work done, one month in arrears. In the event of a breach the Client will be required to pay the monthly subscription fee each month regardless of the status of the service schedule. In conjunction with this the Client will be required to pay the first month maintenance fee as specified on the contract. The Client will also be required to complete a direct debit mandate for all future payments. This direct debit mandate and first payment will be due within 7 days of issue. Failure to return the required payment and document will deemed as breach of contract and all fees for the full term of the agreement will be demanded up front.
	13.7	The maintenance schedule will consist of various search engine optimisation methods including link popularity and reciprocal link building, continuous generation of optimised content pages, directory submissions and further website diagnostics. Some or all of these tasks will form part of the monthly maintenance work carried out by SEO Northwest. Each month the Client will be sent a report detailing the work carried out as well as detailing the work to be carried out the following month. SEO Northwest will also notify the Client each month of the Clients duties whilst also making further recommendations for the Client to apply. A search engine status report detailing the current ranking status in the search engines will also be included in the monthly report.
	13.8	SEO Northwest may from time to time advise the Client to purchase paid inbound links on high ranking websites and directories. The Client understands that the WebClinic fee paid to SEO Northwest does not include the payment of these and if authorisation is provided to purchase links then the Client will be liable for all immediate and future charges.
	13.9	The Client agrees not to overwrite or remove any work applied by SEO Northwest throughout the term of this service. In the event where the Client overwrites any work carried out and SEO Northwest is required to upload the back up held, the Client will be liable for an administrative fee of £100.00 + VAT. In the event where a backup is not kept by SEO Northwest and all work has to be redone then the Client will be required to pay the full re-optimisation process at a rate of £125.00 + VAT per hour. SEO Northwest will quote the exact time to be taken prior to starting any work.
	13.10	SEO Northwest cannot offer the client any fixed number of traffic to the website. The traffic level is affected by the popularity of that particular industry.
	13.11	SEO Northwest endeavour to make backup copies of the work completed by SEO Northwest and all client data at regular intervals, however it is the responsibility of the client to make their own backup copies. SEO Northwest will not be held accountable or liable for the damage or loss of any client data or information throughout the WebClinic program.
	13.12	The Client understands that neglect to follow instructions by SEO Northwest with regards to this service, will result in the cancellation/suspension of the service completely. Should the client breach the contract in any way, s(he) is liable to pay all contractual fees up until the end of the service term.
	13.13	The Client agrees that SEO Northwest cannot guarantee the number of listings that will be achieved on the Search Engines as this depends on the competitive nature of the industry and the regular changes in search engine algorithms.
	13.14	The Client agrees that in the event where the promoted website is blacklisted from the search engines due to any action carried out by the Client without prior approval form SEO Northwest will result in additional charges for all work that may deemed necessary by SEO Northwest to re-establish the website on the search engines. SEO Northwest cannot provide any guarantee the website will be reindexed by the search engines after the completion of work.
	13.15	In the event where the Client redesigns or decides to replace the website under the domain name promoted, the existing WebClinic program will cease and a new program will begin. At this stage the Client is required to pay the initial set up fee again followed by the 12 monthly payments for the term of the agreement. In the event where the Client refuses to do so s/he will be liable for all remaining contractual charges for the term of the agreement. Upon payment the service will be terminated with immediate effect.
	13.16	The Client may at time to time request to change the keyphrases being promoted. SEO Northwest will allow the client to change a maximum of 20% of the total keyphrases to be promoted in any one term. In the event where the Client requires more keyphrases to be changed s/he will be required to purchase a new WebClinic service program.
	13.17	SEO Northwest may recommend and apply website changes which may effect the visual aspects of the website. These changes will only be made if prior approval is received from the Client.
	13.18	SEO Northwest may at times add links to other partner sites that exchange links with the clients website. SEO Northwest will add these links without notice to the Client but will remove them if the Client raises an objection.
	13.19	The Client agrees not to employ the services of any other search engine optimisation company for the same website whilst on the WebClinic service.
	13.20	SEO Northwest may request content to be written and provided by the Client for a particular keyphrase if SEO Northwest feels there is not adequate information on the website regarding a specific keyphrase that requires promoting. The Client accepts that this is the Clients duty. SEO Northwest will take the content and create the necessary optimised web page using this content. The pages will be uploaded by SEO Northwest in normal circumstances. In circumstances where the website in question is dynamically created using a programming language or where access is not provided, SEO Northwest will provide instructions to the Client to upload the pages using their own means.
	13.21	SEO Northwest will not make any direct changes on websites that are dynamically created using a programming language and on websites created using content management systems or on websites where the necessary files are not provided to SEO Northwest in the format requested by SEO Northwest. Dynamically generated websites have complex code which is normally only understood by the developers who wrote it. SEO Northwest will detail all instructions of the changes to be made to the client in the event of the above. This clause does not apply to dynamic websites created by SEO Northwest.
	13.22.a	In the event where the SEO service has been purchased before the 9th March 2009, SEO Northwest will offer a money-back service guarantee at the end of the service term. SEO Northwest will refund the subscription paid on a pro-rata basis for each keyphrase that is not ranked within the first page in any one of the following search engines: www.google.com, www.google.co.uk, www.msn.com, www.msn.co.uk, ww.yahoo.com, www.yahoo.co.uk at the end of the service term subject to the Client not having breached any of the terms detailed on https://seo-northwest.co.uk/terms-conditions/. This Clause does not refer to contracts where a bespoke specification is detailed and only applies to our standard SEO services. Please Note: Unlike other popular marketing channels, Organic SEO does not work instantly. Most professionals expect to see results in as low as 3 months, but SEO can take as much as 12 months to work. While every company’s SEO strategy differs, most businesses can expect to see considerable results in 6 to 12 months.
	13.22.b	The refund amount will be calculated by dividing the entire subscription payable over the number of keyphrases to be promoted. SEO Northwest will calculate the individual subscription fee paid per keyphrase over the full service period and refund the amount paid for each individual keyphrase that is not listed as described in clause 13.22a at the end of the service.
	13.22.c	Clause 13.22a is subject to the Client having paid all fees stated on the agreement and the terms specified here and having applied all recommendations as set out by SEO Northwest throughout the entire term of the service.
	13.22.d	SEO Northwest will provide reports of where the Clients website is listed on the specified search engines using the keyphrases to be promoted each month. SEO Northwest will only accept and rely on the data displayed in reports provided by SEO Northwest to determine if the Clients website has achieved or failed to achieve the rankings for the chosen keyphrases in the search engines. No other form of data will be relied upon.
	13.22.e	In the event where a Client wishes to exercise clause 13.22, the Client is required to request the refund in writing on Company letterhead detailing the amount they wish to claim and for which specific keyphrases. The Client will provide SEO Northwest 30 days from receipt to respond to the claim to allow SEO Northwest to apply its checks on whether the claim is valid or not. SEO Northwest will respond in writing and will issue all refunds by Cheque to the Client.

14. WARRANTY
	14.1	SEO Northwest warrants that the services performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
	14.2	Without prejudice to Clause 6.1, and except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded in relation to the services to be provided by SEO Northwest.

15. INDEMNIFICATION
		The Client shall indemnify SEO Northwest against all claims, costs and expenses which SEO Northwest may incur and which arise, directly or indirectly, from the Client’s breach of any of its obligations under this Agreement, including any claims brought against SEO Northwest alleging that any services provided by SEO Northwest in accordance with the Service Specification infringes a patent, copyright or trade secret or other similar rights of a third party.

16. LIMITATION OF LIABILITY
	16.1	Except in respect of death or personal injury due to negligence for which no limit applies, the entire liability of SEO Northwest to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the fees paid by the Client to which the claim relates.
	16.2	In no event shall SEO Northwest be liable to the Client for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or SEO Northwest had been made aware of the possibility of the Client incurring such a loss.
	16.2	Nothing in these Terms and Conditions shall exclude or limit SEO Northwest’s liability for death or personal injury resulting from SEO Northwest’s negligence or that of its employees, agents or sub-contractors.

17. TERMINATION
	17.1	Either party may terminate this Agreement forthwith by notice in writing to the other if;
	17.1a	the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within 30 calendar days of being given written notice from the other party to do so;
	17.1b	the other party commits a material breach of this Agreement which cannot be remedied under any circumstances;
	17.1c	the other party ceases to carry on its business or substantially the whole of its business; or
	17.1d	the other party chooses not to renew for a further term after the expiry date of the prevailing term and having paid all contracted charges from the previous term. In this event a notice must be provided in writing on Company letterhead within the final 30 days prior to the annual renewal date of the contract. Failure to send the cancellation notice in the required period will result in automatic renewal of the contract term. Cancellations are also rejected if any existing invoices remain unpaid at the renewal date of the contract.
	17.2	SEO Northwest may terminate this Agreement by notice in writing to the Client if
	17.2a	the Client passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
	17.2b	the Client is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.

18. CONTINUATION OF AGREEMENT
		Should SEO Northwest be declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets then this Agreement shall remain in force and may be assigned as per clause 23.2

19. INTELLECTUAL PROPERTY RIGHTS
		All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of SEO Northwest, and the Client shall do all that is reasonably necessary to ensure that such rights vest in SEO Northwest by the execution of appropriate instruments or the making of agreements with third parties.

20. FORCE MAJEURE
		Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.

21. DATA PROTECTION
		All parties involved in the agreement will understand and follow the rules and regulations of the Data Protection Act 1998. This includes codes of practice and the confidentiality of personal information.

22. INDEPENDENT CONTRACTORS
		SEO Northwest and the Client are contractors independent of each other, and neither has the authority to bind the other to any third party or act in any way as the representative of the other, unless otherwise expressly agreed to in writing by both parties. SEO Northwest may, in addition to its own employees, engage sub-contractors to provide all or part of the services being provided to the Client and such engagement shall not relieve SEO Northwest of its obligations under this Agreement.

23. ASSIGNMENT
	23.1	The Client shall not be entitled to assign its rights or obligations or delegate its duties under this Agreement without the prior written consent (which shall not be unreasonably withheld or delayed) of SEO Northwest.
	23.2	SEO Northwest may at its discretion assign its rights in the Agreement to a willing third party (which shall include, but not be limited to a Group Company, Administrative Receiver or Liquidator) should it so desire. Notice of the Assignment will be provided to the Client

24. SEVERABILITY
		If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions herein shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.

25. WAIVER
		The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

26. NOTICES
		Any notice to be given by either party to the other may be served by email, fax, personal service or by post to the address of the other party given in the Service Specification or such other address as such party may from time to time have communicated to the other in writing, and if sent by email shall unless the contrary is proved be deemed to be received on the day it was sent, if sent by fax shall be deemed to be served on receipt of an error free transmission report, if given by letter shall be deemed to have been served at the time at which the letter was delivered personally or if sent by post shall be deemed to have been delivered in the ordinary course of post.

27. ENTIRE AGREEMENT
		This Agreement contains the entire agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.

28. NO THIRD PARTIES
		Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

29. GOVERNING LAW AND JURISDICTION
		This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.

30. TERMS OF TELEPHONE SERVICE
		SEO Northwest Customer Relations department aim to provide the best service. If for some reason the client is unsuccessful in getting through to our Customer Relations department, you can either leave a message on the answer phone and we will get back to you as soon as possible or email us at support@seo-northwest.co.uk If during the customer relations call the client is abusive, SEO Northwest hold the right to remove the clients support privileges.

31. SUSPENSION AND CANCELATION OF SERVICES
	31.1	SEO Northwest hold the rights to cancel and suspend any services/agreements if the client is not responding to any notices or providing the relevant information set out in the service specification and terms listed here. There has to be a level of commitment from the client’s behalf in order for SEO Northwest to provide a full service. If the client fails to provide the relevant information for their package(s) after 3 months from the agreement date, SEO Northwest hold the right to suspend or cancel any services the client has with SEO Northwest. If the client wishes to unsuspend their account they will be liable to pay £99 + VAT
	31.2	SEO Northwest may choose to cancel any service at the end of the subscription term of the relevant service. SEO Northwest is not required to provide a reason for such an action.
	31.3	Clients understand and agree that all services are supplied on a subscription basis only. Cancellation of the subscription by either party will result in loss of all services including any data stored by SEO Northwest. Clients will not be able to retain any aspect of the service elements provided in part or in whole once cancelled by either party. This includes any domain names licensed to the Client for use as part of any service listed in 9.1a.
	31.4	In the event of suspension of a service, any data belonging to the Client may be deleted. SEO Northwest cannot maintain personal Client data on its systems in the event of a suspension taking place. The Client agrees to keep back up copies of all personal data and is responsible for the maintenance of such data.
	31.4a	All service contracts fee are payable immediately in the event of a suspension of a service until the end of the term of the prevailing contract term.
	31.5	The Client understands and agrees to allow SEO Northwest to reserve the right to resubscribe services listed in 9.1a to a third party once an agreement has been terminated. This may involve reuse or reselling of a domain name or website formally subscribed to by the Client which are under the ownership or management of SEO Northwest Ltd.

32. RESPONSE TIMES & COMPLAINTS PROCEDURE
		Please contact SEO Northwest using one of the contact methods below, outside of office hours please email us at support@seo-northwest.co.uk. We will respond to all points of contact within 1 business day and aim to resolve any issues you have within 5 business days.
		If at any time you are dissatisfied with any service you may contact our customer support team in the first instance at support@seo-northwest.co.uk.
		Should you feel that your complaint has not been responded to adequately you may write to the managing director directly and send to the address below
		John Muir SEO Consultancy t/a SEO Northwest 10 Stanah Gardens Thornton-Cleveleys FY5 5JH
		Your complaint will be responded to within 30 days of receipt.

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