WHEREAS:

(1)       At all material times The Company is engaged in the business of providing pay-per-click advertising (“PPC”) management services.

(2)       The Client wishes to improve the search engine visibility of their website (“the Website”).

(3)       The Company hereby agrees to provide its services to the Client subject to the terms and conditions of this Agreement.

IT IS AGREED as follows:

1.             Definitions and Interpretation

1.1           In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

1.2           Unless the context otherwise requires, each reference in this Agreement to:

1.2.1     “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2     a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3     “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

1.2.4     a Schedule is a schedule to this Agreement;

1.2.5     a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and

1.2.6     a "Party" or the "Parties" refer to the parties to this Agreement.

1.3           The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.

1.4           Words imparting the singular number shall include the plural and vice versa.

1.5           References to any gender shall include the other gender.

2.             Engagement of The Company

2.1           The Client hereby engages The Company to provide the PPC Services.

2.2           The Company shall complete the PPC Setup within 60 days of the Order Date (“the Completion Date”).

2.3           The Company acknowledges that the Client has a legitimate commercial interest in the PPC Setup being completed by the Completion Date and that the Client should have an appropriate remedy if it is not so completed, and, accordingly, then, subject to sub-Clause 2.4, in the event that The Company fails to complete the PPC Setup by the Completion Date, the sum of £10 per day shall be deducted from the total Fee payable to The Company for each Business Day that the PPC Services are not completed after the Completion Date.

2.4           The Client shall provide the Required Information to The Company within 14 days of the Order Date (“the Delivery Date”). In the event that the Client fails to deliver the Required Information on the Delivery Date or fails to adhere to the time limits set out in Clause 4, the Completion Date shall increment by one day for each day that the delivery of the Required Information is delayed.

2.5           The ongoing PPC Services shall continue in perpetuity from the Order Date but may be terminated by either party in writing with fourteen days notice.

2.6           The Company shall be responsible for the quality of the PPC Services and shall ensure that all work is performed with reasonable care and, without limitation, is wholly responsible for ensuring that anyone authorised by it to perform all or any part of the PPC Services shall also do so competently and with reasonable care.

3.             Nature of Engagement

3.1           The Company shall at all times be responsible for organising how and in what order the PPC Services are performed and shall liaise with the Client (or the Client’s representative) to ensure that due account is taken of the impact of the timing of the PPC Services to be performed upon the activities of the Client and any other contractors, consultants and similar third parties also engaged by the Client.

3.2           The engagement under this Agreement is mutually non-exclusive and The Company shall be entitled, at its own expense, to subcontract the performance of the PPC Services.

3.3           The engagement and appointment of The Company under this Agreement does not create any mutual obligations on the part of the Client or The Company to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.

4.             The PPC Services

4.1           The Company shall provide the PPC Services specified in this Clause 4 and Schedule 1 in accordance with this Agreement and in particular Clause 2.

4.2           The Company shall base the PPC Setup and its provision of the PPC Services upon the Required Information provided by the Client in accordance with Clause 2.

4.3           Upon receipt of the Required Information from the Client, The Company shall conduct keyword research which shall include, but not necessarily be limited to, an examination of the Website, online research and the use of other suitable methods and tools.

4.4           No later than thirty days after receipt of the Required Information, The Company shall present to the Client a PPC Proposal which shall include a broad outline of the keyword subject areas to be targeted and campaigns recommended by The Company.

4.5           Upon receipt of the PPC Proposal, the Client shall have a period of seven days to review the same and to either approve or amend the PPC Proposal.

4.6           In the event that the Client proposes amendments to the PPC Proposal, The Company shall incorporate such amendments into a revised PPC Proposal which shall be submitted to the Client for approval no later than fourteen days following receipt of the Client’s amendments.

4.7           In the event that The Company submits a revised PPC Proposal to the Client, the Client shall have a period seven days from receipt of the amended PPC Proposal to review and approve the same. Further amendments shall be a matter of agreement between the Parties at the time.

4.8           In the event that the Client proposes amendments which The Company opposes, The Company shall give detailed reasons for its opposition. The Client shall reserve the right to insist upon any such opposed amendments, however The Company shall bear no responsibility for any negative effects thereof on the effectiveness of the PPC Campaign(s)

4.9           Within thirty days of receipt of the approved PPC Proposal from the Client, The Company shall set up the agreed PPC Campaign(s) on the Designated Search Engine(s).  The Company may require the Client to close down, assign sole access or assign ownership to the Company of any existing PPC account(s) and PPC Campaign(s) with the Designated Search Engine(s).  The Company may set up new PPC account(s) with the Designated Search Engine(s) at its discretion.  The Company will have sole access and ownership of such account(s).

4.10  No later than sixty days following the successful commencement of the PPC Campaign(s), The Company shall prepare and submit to the Client a visibility report demonstrating the results and effectiveness of the PPC Campaign(s).  Subsequent visibility reports will be produced by the Company on approximately a monthly basis.

4.11       The Client understands and acknowledges the following:

4.11.1   The Company cannot control search engines and cannot provide any guarantee of success.  The PPC Services may not increase the profits of the Client.  The Company accepts no liability for a reduction in profits.  

4.11.2  The Company not be liable to the Client nor to any third party under this Agreement in contract, tort or otherwise for any direct or indirect loss of profit, anticipated savings, business, contracts, revenue, time, goodwill or loss of or harm to data or other content or for any other indirect or consequential loss.

4.11.3  The Client acknowledges that the Company shall not be liable to you in respect of any loss or damage arising from your use of or reliance upon any advice or information provided by us.

4.11.4   The Company cannot control search engines and cannot provide any guarantee that the Designated Search Engine(s) will not change their policies or functionality in such a way that will have a detrimental effect on the effectiveness of the PPC Campaign(s).

4.11.5   The Company accepts no responsibility for any detrimental effect on the effectiveness of the PPC Campaign(s) which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.

4.11.6   The effectiveness of the PPC Campaign(s) will be determined in part by the budget allotted thereto and available therefor. Failure by the Client to make the required budget(s) available may have a negative effect on the related PPC Campaign(s). The Company accepts no responsibility for any such negative effects.

4.12       The ongoing PPC Services shall be provided as described in Schedule 1.

5.             Consideration

5.1           In consideration of the PPC Services the Client shall pay to The Company an initial set up Management Fee and a Management Fee per month. These are separate and distinct from the Click Fee(s) payable to the Designated Search Engine(s).

5.2           Payment of all Management Fees due under this Agreement shall be made the same day upon receipt by the Client of The Company’s invoice for the same.

5.3           The Company shall keep the Client fully informed of Click Fees and all sums due in relation to the PPC Campaign(s). The Client shall transfer all such sums to The Company for payment of Click Fee(s) to the Designated Search Engine(s) on the same day as being informed of the need for the same by The Company or if requested by The Company will provide authority to The Company to use a credit or debit card provided by the Client to make payment directly to the Designated Search Engine(s).

5.4           Late payment of any Management Fees or Click Fee(s) may result in suspension of the PPC Services. A further Management Fee of £100 plus interest on amounts outstanding may be charged by The Company to resume the PPC Services if they have been suspended due to late payment.

5.5       The Company may require at its discretion Google Analytics, plugins, software and other tracking code to be installed on or removed from the website by the Client to help evaluate the campaign. The Company may do this for the client for an additional Management Fee agreed with the Client.

5.6   The Company may require at its discretion a telephone number from it's chosen supplier to be used on the website where the number of calls received can be analysed and tracked for statistical purposes to help evaluate the campaign.   All costs relating to this telephone number and calls would be charged to the Client as an additional Management Fee agreed with the Client.

6.             Intellectual Property

6.1           The Company may use material provided by the Client in addition to its own material in performing the PPC services. 

6.2           The Intellectual Property Rights relating to the Designated Search Engine(s) PPC account(s) and PPC Campaign(s) either used or created by The Company in performing the PPC services will be assigned to the Company and will vest in the Company. Upon such assignment, The Client shall be deemed to have waived all moral rights in respect of such work arising out of Chapter IV of the Copyright Designs and Patents Act 1988. Our Intellectual Property Rights survive the termination of this contract.

6.3           Nothing in this Agreement shall vest any rights in the Website in The Company.

7.             Company’s Warranties and Indemnity

7.1           The Company represents, warrants, undertakes, and agrees with the Client as follows:

7.1.1     the work produced in the course of the PPC Services shall be original to The Company and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;

7.1.2     the work produced in the course of the PPC Services shall not, under the laws of England and Wales be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the work will, if published, constitute a contempt of court;

7.2           The total liability of The Company under this Agreement shall be limited to the initial set up Management Fee plus the total of Management Fees per month paid by the Client excluding any Click Fee(s) paid. Click Fee(s) are not refundable in any circumstances.

8.             Client’s Warranties and Indemnity

8.1           The Client represents, warrants, undertakes, and agrees with The Company as follows:

8.1.1     the Website and the Required Information shall be original to or otherwise owned by the Client and shall not infringe any copyright, other Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights whatsoever of any person;

8.1.2     the Website and the Required Information shall not, under the laws of any jurisdiction be obscene, blasphemous, offensive to religion, or defamatory of any person and shall not contain any material which has been obtained in violation of the Data Protection Act 1998, the Freedom of Information Act 2000, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Official Secrets Act 1989, or any analogous domestic or foreign legislation and nothing contained in the Website or the Required Information will constitute a contempt of court;

8.1.3     the Client shall not enter into any agreement or arrangement which might conflict with The Company’s rights under this Agreement or might interfere with The Company’s performance of its obligations under this Agreement;

8.1.4     The Client hereby undertakes to indemnify The Company and keep The Company at all times fully indemnified from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of The Company on a solicitor and own-client basis), awards, or damages howsoever arising – directly or indirectly – as a result of any breach or non-performance by the Client of any of the Client’s undertakings, warranties, or obligations under this Agreement.

9.             Confidentiality

9.1           Both Parties undertake that, except as provided by sub-Clause 9.2 or as authorised in writing by the other Party, they shall at all times during the continuance of this Agreement and ten years after its termination:

9.1.1     keep confidential all Confidential Information;

9.1.2     not disclose any Confidential Information to any other party;

9.1.3     not use any Confidential Information for any purpose other than as contemplated by this Agreement;

9.1.4     not make any copies of, record in any way or part with possession of any Confidential Information; and

9.1.5     ensure that (as applicable) none of its directors, officers, employees, agents or advisers does any act which, if done by that Party, would be a breach of the provisions of this Clause 9.

9.2           Subject to sub-Clause 9.3, either Party may disclose any Confidential Information to:

9.2.1     any of their sub-contractors, substitutes, or suppliers;

9.2.2     any governmental or other authority or regulatory body; or

9.2.3     any of their employees or officers or those of any party described in sub-Clauses 9.2.1 or 9.2.2;

9.3           Disclosure under sub-Clause 9.2 may be made only to the extent that is necessary for the purposes contemplated by this Agreement, or as required by law. In each case the disclosing Party must first inform the recipient that the Confidential Information is confidential. Unless the recipient is a body described in sub-Clause 9.2.2 or is an authorised employee or officer of such a body, the disclosing Party must obtain and submit to the other Party a written undertaking from the recipient to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made.

9.4           Either Party may use any Confidential Information for any purpose, or disclose it to any other party, where that Confidential Information is or becomes public knowledge through no fault of that Party.

9.5           When using or disclosing Confidential Information under sub-Clause 9.4, the disclosing Party must ensure that it does not disclose any part of that Confidential Information which is not public knowledge.

9.6           The provisions of this Clause 9 shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

10.           Termination

10.1       Either Party may terminate this Agreement by giving to the other not less than fourteen days written notice. Note upon termination all PPC Account(s) and PPC Campaign(s) may be deleted or access to restricted by The Company.

10.2       Without prejudice to the generality of sub-Clause 10.1, this Agreement shall terminate, notwithstanding any other rights and remedies the Parties may have, in the following circumstances:

10.2.1   either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 30 days of written notice of such failure from the other Party;

10.2.2   an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

10.2.3   the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

10.2.4   the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that The Company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the other Party under this Agreement);

10.2.5   anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

10.2.6   the other Party ceases, or threatens to cease, to carry on business; or

10.2.7   control of the other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement. For the purposes of this Clause 10, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

10.3       The termination of this Agreement shall be without prejudice to any rights which have already accrued to either of the Parties under this Agreement.

11.           Nature of the Agreement

11.1       This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

11.2       Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.3       No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

12.           Severance

The Parties agree that, in the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.

13.           Notices

13.1       All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

13.2       Notices shall be deemed to have been duly given:

13.2.1   when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

13.2.2   when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

13.2.3   on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

13.2.4   on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

14.           Alternative Dispute Resolution

14.1       Any dispute or difference arising between the Parties relating to this Agreement or its subject matter shall be referred to a single arbitrator to be agreed upon by the Parties or, failing such agreement, to be appointed by the then President of the Law Society, such arbitrator to have all of the powers conferred upon arbitrators by the laws of England and Wales.

14.2       The Parties hereby agree that the decision of the Arbitrator shall be final and binding on both Parties.

15.           Law and Jurisdiction

15.1       This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

15.2       Subject to the provisions of Clause 14, any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales. 

SCHEDULE 1

The PPC Services

The PPC service will focus on advertising the business areas as described on the Client's website in a pay per click scheme in the Designated Search Engine.  The detailed implementation of this including the selection of keywords, advertisement design, bidding strategy and other relevant factors will be decided by the Company.

Required Information

Any information as requested by the Company from the Client.  This may include, but is not limited to, login details to any existing PPC accounts, analytics accounts, telephone number accounts and wesbsites owned by the Client, financial details about the Company including its sales, profits, enquiries and conversions.