I. Definitions and Interpretations
This agreement (“Agreement”) is comprised of these terms and conditions, and any other legal documents.
I.1 In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Digital Partner” means the LocalEdge Navigator Sole Trader registered in England and Wales address 34 Prince Road, London, SE25 6NW and website: http://go.bestsearchlist.com/
“Website” means the Client’s World Wide Website to be edited or developed by the Digital Partner under this Agreement.
“World Wide Web” means a global computer network of servers and files containing text and graphics accessible through the use of hypertext transfer protocol.
“Recurring and Paid Advertising Services” means recurring services by the terms and conditions of this Agreement. These services include, but are not limited to, Domain Name registration and management, Social Media Campaigns, Google Campaigns, SSL Certification, STD Codes and Consultancy;
“Local SEO Services” means all Serch Engine Optimisation (SEO) Services exposed on the Website http://go.bestsearchlist.com/ including Recurring and Paid Advertising Services provided by the Digital Partner to the Client by the terms and conditions of this Agreement;
“Client” means the person, company, firm or body engaging the Digital Partner to perform “Local SEO Services”, on the Client’s World Wide Website (the “Website”).
“Confidential Information” means, about either Party, information which is disclosed to that Party by the other Party under, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Authorized Search Engines” means the search engines on which the Digital Partner shall apply the Local SEO Services to improve the ranking of the Website;
“Fee” (“Fees”) means the consideration payable to the Digital Partner for the Local SEO Services;
“Initial Fee” means the first sum payable to the Digital Partner.
“Intellectual Property Rights” means
(a) any rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise about a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
“Keyword Report” means the keywords that the Digital Partner will provide Local SEO Services for;
“Quotation” means a written document with services, products and all premiums (the costs involved) offered to the Client by the Digital Partner.
“Quotation Period” means the period of negotiation of all Fees, Charges and any Premiums negotiated between the Digital Partner and the Client.
“Proposal” outlines the services the Digital Partner will provide to the potential Client, the timeline for delivery, all premiums and costs involved, and the benefits the Client can expect. It includes the Digital Partner’s approach, team credentials and results from past experiences. By accepting this Proposal, the Client agrees to the terms of service, payment schedule, and project milestones specified.
“Order Form/s” means written document/s that constitute the order.
“Required Information” means the information which the Client must supply to the Digital Partner to enable the Digital Partner to carry out the Local SEO Services;
“Third Party” means you or your employee, agent or contractor, or any other person who accesses, uses or receives any direct or indirect benefit of the Local SEO Services, including all clients and customers;
“User” or “End User” means everyone uses or receives any direct or indirect benefit from the website: http://go.bestsearchlist.com;
“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England.
I.2 General
(a) This agreement (“Agreement”) is comprised of these terms, any applicable paragraphs, exhibits, schedules, addenda, or other attachment appended hereto (the “Agreement”) and any Quotation/s, Order Form/s or Proposal entered into between Digital Partner and the relevant Client;
(b) If you are entering into this Agreement on behalf of a company or person that you represent, you warrant that you have the requisite authority to do so;
(c) This Agreement may be amended from time to time. The Client or the User is responsible for reviewing these Terms each time they use this website. The latest version of this Agreement is available at http://go.bestsearchlist.com/terms. Client or User agrees to the current version of this Agreement when entering into any Order Form or Proposal, and also on renewal of any services under an Order Form or Proposal.
I.3 Please read these terms and conditions (“Terms”, “Terms and Conditions”) carefully before using Local SEO Services operated by Digital Partner. The Client or User access to and use of Digital Partner website http://go.bestsearchlist.com is conditioned on acceptance of and compliance with these Terms. These Terms apply to all users paid for services provided by Digital Partner. All payments for Local SEO services equal agreement to the Terms.
I.4 Electronic Communications
I.4.1 Visiting http://go.bestsearchlist.com or sending emails to Digital Partner constitutes electronic communications. Client or User consent to receive electronic communications and Client or User agrees that all agreements, notices, disclosures and other communications that we provide to Client electronically, via email and on this website, satisfy any legal requirement that such communications be in writing.
I.5 Children Under Thirteen
I.5.1 Digital Partner does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use http://go.bestsearchlist.com/ only with the permission of a parent or guardian.
II. Acceptance of Terms and Conditions
II.1 These Terms and Conditions (“Terms”) are to be read together with and constitute an integral part of the Order Form, Quotation, Proposal or any other legal documents – exhibits, schedules, addenda, or other attachment documents appended hereto (the “Agreement”) sets forth the agreement and understandings by and between Digital Partner and Client.
II.2 By executing this Agreement, Client accepts the terms and conditions of services set forth below. Hereinafter, Digital Partner and Client may be referred to in the aggregate as the “Parties” and each singularly as a “Party”.
II.3 Quotations and Formation of Contract
II.3.1 The Client will receive the Quotation for further consideration by the Digital Partner;
II.3.2 Quotations provided by the Digital Partner shall remain valid for acceptance by the Client for 21 days from the date of the Quotation unless otherwise withdrawn by the Digital Partner.
II.3.3 A binding contract shall only be established after the Quotation Period upon acceptance of the Quotation, the Order Form, or Proposal which is demonstrated by the signing, counter signing, and dating of the order by the Client, and its subsequent return to the Digital Partner.
II.4 By signing the Order Form, the Client acknowledges and agrees to accept these Terms and Conditions.
III. Engagement of the agreed parties. Obligations of the parties
III.1 Engagement of Digital Partner for Local SEO Services
III.1.1 The Client hereby engages the Digital Partner to deliver Local SEO Services and acknowledges that these terms and conditions are to be read together with the separate Order Form/s or Proposal, of which the Client acknowledges receipt/invoice.
III.1.2 The Digital Partner shall finalize the agreed-upon keywords, if not done so at the time of the order, by the Completion Date.
III.1.3 Digital Partner undertakes to optimize the Client’s website to the best of its ability by general optimization criteria as stipulated by then-existing industry standards. Digital Partner acknowledges and agrees to perform the Local SEO Services selected by Client in the Order Form/s or Exhibit attached hereto. The Client may change service, upgrade or renew the Local SEO package at any time.
III.1.4 The Digital Partner will carry out work with the Client to optimize the structure and content of the web pages to increase the level of traffic and website rank of Search Engine listing.
III.1.5. Digital Partner agrees to provide the Client with the services as described in this Agreement. Digital Partner is authorised to use the specific keywords and/or phrases set forth below for development, improving ranking of and/or positioning the contents of the Client’s URL(s) in the search engines or directories that are most frequently used by the general public.
III.2 Engagement of the Client. Provision of Information
III.2.1 The Client agrees to provide the Required Information to the Digital Partner within an agreed period (“the Delivery Date”).
III.2.2 In the event of failure by the Client to deliver the Required Information by the Delivery Date, the Completion Date shall be extended by one day for each day of delay in the delivery of the Required Information.
III.2.3 The Client will undertake to supply the Digital Partner with any necessary information it may request from time to time for the completion of Local SEO Services. Digital Partner will not be held liable for any incorrect or erroneous information supplied by the Client. Client agrees to effect any requested, necessary changes to their website, within the timeframe set forth by Digital Partner in Order Form/s.
III.2.4. The Client will supply the Digital Partner with any necessary administrator access rights to the Client’s website to optimize the website using various Search Engine Optimization tools and techniques.
III.2.5 Client consents to the submission of information by Digital Partner to search engine companies on Client’s behalf for the purposes set forth herein. Client further agrees and acknowledges that effective execution of Services is contingent on Client’s agreement to search providers’ respective terms and conditions.
III.2.6 For executing Local SEO and other related services, the Client agrees to provide:
III.2.6.1 CPanel or FTP access to the main website for uploading new pages, and making changes for optimization or approval to go through a Third Party. The Client must provide the Digital Partner with current passwords and user IDs needed to gain remote access to the Client’s Website files via FTP software or similarly functioning software.
III.2.6.2 The Digital Partner is responsible for maintaining the confidentiality of the passwords and user IDs. If the Client have FTP access then the Client will provide Digital Partner with login information so Digital Partner can edit the Client’s website.
III.2.6.3 Where CPanel or FTP access is not possible, the Client agrees to provide the email address of a technician who can upload requested changes on a timely basis. The Digital Partner cannot be held responsible for delays once the technician has been notified of the upload request. A copy of the request will be sent to the Client.
III.2.6.4 Administrative/backend access to the Website Content Management System (such as WordPress, Joomla, Drupal or other CMS) for editing and analysis.
III.2.6.5 Permission to make changes to the Website for optimisation.
III.2.6.6 Client authorizes Digital Partner use of all Client logos, Trademarks, Website Images, etc., for use in creating informational pages and any other uses as deemed necessary by Digital Partner for search engine positioning and optimization.
III.2.6.7 If the Client’s website is light in textual content, the Client will provide additional relevant text content in electronic format to create additional web pages. Client agrees to provide content, for example, 350 to 550-word “articles” about each of their keyword phrases.
III.2.6.8 If the Client’s website is sparse in textual content, The Client will provide additional relevant text content to create additional web pages or increase the content on existing ones, at the Digital Partner’s direction and discretion. If this content is not or cannot be provided, the Digital Partner cannot be held responsible for results related to the absence of such materials.
III.2.6.9 If the Client is unable to provide textual content the Digital Partner can help to create the content for its business for Local SEO services. All these content creations will be negotiated in separate Order Form/s, Proposal or require Addendum or separate contract.
III.2.6.10 The Client further agrees to allow the Digital Partner to modify keyword density, positioning and other Digital Partner-related aspects of the content without restriction.
III.2.6.11 Unlimited access to existing website traffic statistics for analysis and tracking purposes.
III.2.6.12 Access to raw log files or existing statistical reporting to facilitate Website traffic reporting. The Digital Partner will be unable to supply these reports if the raw log files nor existing statistical reporting is available.
III.2.6.13 The Client agrees that no work shall be done on the website during the optimization process without the Digital Partner’s knowledge and previous consent. The Digital Partner shall not be responsible for delays, costs, or errors attributable to unauthorized changes to the website during the term of this contract.
III.3 Duration of Services
III.3.1 The total duration of the contract is 1 month, 3 or 6 months, or 1 year depending on the service. The monthly payment amount will be $ + VAT at a standard rate of no more than 20% as stated in the Quotation, Order Form or Proposal. The Client can cancel any service at any time.
III.3.2 Normally, the ongoing provision of Local SEO Services shall continue for a continuous one-month rolling contract, subject to the provisions outlined in the Quotation, Order Form or Proposal.
III.3.3 All fees must be paid by the payment schedule and fees are non-refundable.
III.4 Responsibility for Service Quality
III.4.1 The Digital Partner shall be accountable for the quality of the Local SEO Services, ensuring that all work is conducted with reasonable care.
III.4.2 The Digital Partner shall ensure that any individual or company authorized to perform any part of the Local SEO Services does so competently and with reasonable care.
IV. Nature of Engagement
IV.1. Responsibility for Digital Partner
IV.1.1 The Digital Partner shall bear the responsibility for organizing the execution of the Local SEO Services, in the manner and sequence it deems appropriate.
IV.2 Non-Exclusive Engagement
IV.2.1 The engagement established under this Agreement is mutually non-exclusive. The Digital Partner retains the right, at its own expense, to subcontract the performance of the Local SEO Services.
IV.3 Absence of Continuing Obligations
IV.3.1 The engagement and appointment of the Digital Partner under this Agreement do not impose any mutual obligations upon the Client or the Digital Partner to offer or accept further engagements.
IV.3.2 No ongoing relationship shall be created or implied hereby, beyond the scope of the current Agreement.
V. Local SEO Services
V.1 Service Provision
V.1.1 The Digital Partner shall render Local SEO Services by the terms outlined in the Proposal or Order Form.
V.1.2 Digital Partner reserves the right to refuse the completion of Local SEO services where it believes, in its sole discretion, that the Client’s Website:
(a) offers goods or services, uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous or otherwise inappropriate;
(b) has become the subject of a government complaint or other regulatory investigation; or
(c) has violated or threatens to violate the letter of norms or spirit of the Agreement.
V.1.3 Digital Partner reserves the right in its sole discretion to refuse the use of materials that are subject to Intellectual Property rights of a Third Party without expressed permission or appropriate license from that Third Party. In such event, the Client must present written evidence of the permitted use to the Digital Partner.
V.1.4 Please refer to The Client’s Proposal, Order Form or Invoice for a detailed description of services rendered.
V.1.4.1 Please note: Items are subject to change based on Google’s best practices and ever-changing algorithm. The contract is based on Google rankings based on the Client-approved industry keywords available on the Keyword Checklist which has been signed off by the Client.
V.1.5 The Digital Partner agrees to provide The Client with Local SEO Services as described in the Proposal or Order Form and this Agreement. The Digital Partner is authorized to use the specific keywords and/or phases outlined in the development proposal, improving the ranking of, and/or positioning the contents of the Client’s URL(s) (as outlined in the Proposal) in search engines and/or directories. Local SEO Services are intended to provide the Client with preferential positioning in selected search engines and report results on an ongoing and timely basis.
V.1.6 The main Local SEO Services include under this agreement (but are not limited to):
V.1.6.1 Research keywords and phrases to select appropriate, relevant search terms (this agreement includes up to 10 keywords). Several keywords are listed in the Proposal. Additional keyword purchases will require an Addendum or separate contract.
V.1.6.2 Creating and regularly updating Google Business Profile
V.1.6.3 Obtaining backlinks from other related websites or directories to generate link popularity and traffic to the Website.
V.1.6.4 Content creation and marketing (if it is ordered).
V.1.6.5 Social media posts across all channels (if it is ordered).
V.1.6.6 Analysis and recommendations on optimal website structure, and navigation for best SEO practice.
V.1.6.7 Hand submission of pages to major search engines and directories.
V.1.6.8 Creation of traffic and ranking audits and reports for social media channels and Google Analytics.
V.1.7 Edit various HTML tags and page text as necessary before submission to selected search engines and directories.
V.1.8 Create as required, additional local web pages for “catching” keyword/phrase searches.
V.1.9 Hand-submit Client’s pages to the engines and directories stated in this agreement.
V.1.10 Create positioning audits and reports for the main Website and any associated pages showing rankings in the major search engines and under which keywords
V.1.11 Digital Partner can provide additional Services turbocharged to the main Local SEO Services exposed in the website: http://go.bestsearchlist.com/.
V.2 Client Authorization for Charges
V.2.1 The Digital Partner shall not levy any charges to the Client without the prior written agreement and authorization by the Client.
V.3 Website Local SEO Procedures – uploads and changes
V.3.1 The Website SEO shall be executed directly, and all Website modifications shall be uploaded directly to the host server via CPanel or FTP. The Client shall furnish the necessary access credentials, including but not limited to FTP and CPanel details or
V.3.2 The Digital Partner shall not possess CPanel or FTP access to the Website, and the Website SEO materials shall be submitted to the Client for uploading by the Client or a third party designated by the Client.
V.4 Monthly Deliverables. The Digital Partner shall deliver the following items monthly by the end of each month:
V.4.1 Production of Keyword Report;
V.4.2 Production of Website SEO report;
V.5 Client Understanding and Acknowledgement. The Client acknowledges the following:
V.5.1 The timeframe for websites to appear on Search Engine listings varies, and therefore, the Digital Partner cannot guarantee immediate appearance on the Authorized Search Engines or immediate improvement in position following the performance of Local SEO Services.
V.5.2 The Digital Partner has no control over search engines and cannot guarantee that any of the Authorized Search Engines will not alter their policies or functionality, potentially affecting the Website’s ranking post-Local SEO Services completion.
V.5.3 The Digital Partner bears no responsibility for any adverse effects on the Website’s Search Engine rankings resulting from the actions of the Client or any Third party, including but not limited to, alterations to the Website.
V.5.4 The Digital Partner does not guarantee that the Local SEO Services will lead to the Website appearing in the top 10 search results on the Authorized Search Engines.
V.5.5 Digital Partner does not guarantee any specific volume of traffic, improved search rankings or any other quantifiable increases in the Client’s search position online. The Client should be advised that no credible or upstanding company can officially specify or guarantee search performance results as a direct result of its local search engine optimization services.
VI. Consideration and Payments
VI.1 Payment Consideration and Terms
VI.1.1 In consideration of the Local SEO Services, the Client shall remit to the Digital Partner the Initial Fee. All Fees and/or a monthly amount to be mutually agreed upon as delineated in the Order Form/s or Proposal. All Fees are specified in the Order Form/s or Proposal.
VI.2.Client agrees to pay Digital Partner a Fee as stated in the “Proposal” or “Order Form/s”. All Fees must be received before the start of any services provided unless otherwise negotiated. Digital Partner is intended to provide the Client with preferential positioning in Authorized Search Engines and report results on an ongoing and timely basis.
VI.2. Inclusive of VAT
VI.2.1 All payments made under this Agreement shall explicitly include any value-added tax chargeable thereon.
VI.2.2 All payments will be negotiated in the process of the Quotation Period and written in the Order Form/s or Proposal.
VII. Intellectual Property
VII.1 Assignment of Rights
VII.1.1 Upon the Digital Partner’s receipt in full of all sums due under Clause VI, the copyright and any other Intellectual Property Rights existing in any materials produced by the Digital Partner during the provision of Local SEO Services shall be considered assigned to the Client. Additionally, the Digital Partner shall be deemed to have waived all moral rights related to such work as stipulated in Chapter IV of the Copyright Designs and Patents Act 1988.
VII.2 Warranty Regarding Third-Party Materials
VII.2.1 The Digital Partner warrants that any Intellectual Property Rights present in materials created by Third-party consultants, contractors, subcontractors, or similar entities for or on behalf of the Digital Partner shall be assigned to the Digital Partner by said Third parties. Moreover, these rights shall, where applicable, adhere to the stipulations outlined in Sub-Clause VII.1.
VII.3 Non-Vesting of Rights on Website
VII.3.1 This Agreement does not confer any rights in the Website upon the Digital Partner. Furthermore, Sub-Clause VII.1 shall govern the assignment of any Intellectual Property Rights about the Website in favour of the Client.
VIII. Service Provider’s Warranties and Indemnity
VIII.1 Representations and Warranties
VIII.1.1 The Digital Partner affirms, warrants, undertakes, and agrees with the Client as follows:
VIII.1.1.1 The work generated during the provision of Local SEO Services shall originate from the Digital Partner and shall not infringe upon any copyright, Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights of any individual.
VIII.1.1.2 The work produced during the provision of Local SEO Services shall not, under the laws of England and Wales, be deemed obscene, blasphemous, offensive to religion, or defamatory towards any person. Furthermore, it shall not contain material acquired in violation of specific legislations including, but not limited to, 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. Publication of the work shall not constitute contempt of court.
VIII.1.1.3 The Digital Partner shall not assign, license, transfer, encumber, or otherwise dispose of any copyright or other rights in or to the work produced during the provision of Local SEO Services except as stipulated in this Agreement. Furthermore, the Digital Partner shall not engage in any agreement or arrangement that may conflict with the Client’s rights under this Agreement or impede the Digital Partner’s performance of its obligations under this Agreement.
VIII.2 Limitation of Liability
VIII.2.1 The total liability of the Digital Partner under this Agreement shall be restricted to an amount equivalent to the total payment made to the Digital Partner for the provision of its services under this Agreement.
VIII.3 Third-Party Services
VIII.3.1 For Domain Name Registrations, Web Hosting, and Email Mailboxes, the Digital Partner operates as a reseller or affiliate partner for other companies, including, but not limited to, GoDaddy, 3ix or others. The Digital Partner offers such services to the Client subject to the terms and conditions of the relevant Third-party provider. The Client agrees to be bound by these Third-party terms and conditions.
VIII.4 Exclusions of Liability
VIII.4.1 The Digital Partner shall not be liable to the Client for any loss resulting from:
VIII.4.1.1 Non-renewal of a domain name or web hosting;
VIII.4.1.2 Unavailability of a mailbox.
IX. Client’s Warranties and Indemnity
IX.1. Representations and Warranties
IX.1.1 The Client affirms, warrants, undertakes, and agrees with the Digital Partner as follows:
IX.1.1.1 The Website shall either be original to the Client or owned by the Client and shall not infringe upon any copyright, Intellectual Property Rights, moral rights, rights of privacy, rights of publicity, or any other rights of any individual.
IX.1.1.2 The Website shall not, under the laws of the England and Wales, be deemed obscene, blasphemous, offensive to religion, or defamatory towards any person.
IX.1.1.3 The Client shall refrain from entering into any agreement or arrangement that may conflict with the Service Provider’s rights under this Agreement or impede the Service Provider’s performance of its obligations under this Agreement.
IX.1.1.4 Subject to Sub-Clause VIII.2, the Client hereby commits to fully indemnify the Digital Partner at all times against all actions, proceedings, claims, demands, costs (including, but not limited to, legal costs of the Digital Partner on a solicitor and own-client basis), awards, or damages arising directly or indirectly as a result of any breach or non-performance by the Client of any undertakings, warranties, or obligations under this Agreement.
IX.2 Limitation of Liability
IX.2.1 The total liability of the Client under this Agreement shall be a complete indemnity regarding any loss of profit sustained by the Digital Partner or the total sum required to compensate the Digital Partner arising from the Clause above.
X. Confidential Information
X.1 Obligation of Confidentiality
X.1.1 Both Parties commit that, except as provided by Sub-Clause X.2 or as authorized in writing by the other Party, they shall, throughout this Agreement and for three years following its termination:
X.1.1.1 Keep all Confidential Information confidential;
X.1.1.2 Refrain from disclosing any Confidential Information to any other party;
X.1.1.3 Use Confidential Information solely for purposes contemplated by this Agreement;
X.1.1.4 Avoid making any copies of, recording in any manner, or parting with possession of any Confidential Information; and
X.1.1.5 Ensure that none of its directors, officers, employees, agents, or advisers (as applicable) engages in any act that would breach the provisions of Clause X if done by that Party.
X.1.2 Statement of Confidentiality
X.1.2.1 The contents of these terms and conditions and any attachments are confidential. The information may also be legally privileged.
X.2 Permitted Disclosures
X.2.1 Subject to Sub-Clause X.3, either Party may disclose Confidential Information to:
X.2.1.1 Any of their subcontractors, substitutes, or suppliers;
X.2.1.2 Any governmental or other authority or regulatory body; or
X.2.1.3 Any of their employees or officers, or those of any party described in Sub-Clauses X.2 above.
X.3 Conditions for Disclosure
X.3.1 Disclosure may occur only to the extent necessary for the purposes contemplated by this Agreement, or as required by law. The disclosing Party must first inform the recipient that the information is confidential. Unless the recipient is a body or an authorized employee or officer of such a body, the disclosing Party must obtain and provide the other Party with a written undertaking from the recipient to keep the information confidential and use it solely for the disclosed purpose.
X.4 Public Knowledge Exception
X.4.1 Either Party may use or disclose any Confidential Information where that information is or becomes public knowledge through no fault of that Party.
X.4.2 When using or disclosing Confidential Information, the disclosing Party must ensure that no part of that information which is not public knowledge is disclosed.
X.5 Survival of Confidentiality Obligations
X.5.1 The provisions of this Clause X shall remain in effect notwithstanding the termination of this Agreement for any reason.
XI. Termination
XI.1 Notice of Termination
XI.1.1 Either Party may terminate this Agreement by providing the other Party with no less than one months’ written notice.
XI.2 Duration of Agreement
XI.2.1 This Agreement shall remain in effect for the duration agreed upon by the Parties for the provision of SEO Services by the Digital Partner.
XI.3 Extension of Agreement
XI.3.1 Either Party shall have the right to extend this Agreement for an additional period of one year or period negotiated in the Order Form/s or Proposal by giving the other Party no less than one months’ written notice before the expiry of the agreed period or any subsequent extended period.
XI.4 Grounds for Immediate Termination
XI.4.1 Without prejudice to the generality of Sub-Clause XI.1 above, this Agreement shall terminate under the following circumstances, notwithstanding any other rights and remedies the Parties may have:
XI.4.1.1 Either Party fails to comply with the terms and obligations of this Agreement and such failure, if capable of remedy, is not remedied within 21 days of written notice of such failure from the other Party;
XI.4.1.2 An encumbrancer takes possession, or if the other Party is a company, a receiver is appointed, over any property or assets of the other Party;
XI.4.1.3 The other Party makes any voluntary arrangement with its creditors or, if a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
XI.4.1.4 The other Party, if an individual or firm, has a bankruptcy order made against it or, if a company, goes into liquidation;
XI.4.1.5 Any event analogous to the foregoing under the law of any jurisdiction occurs about the other Party;
XI.4.1.6 The other Party ceases or threatens to cease, to carry on business; or
XI.4.1.7 Control of the other Party is acquired by any person or connected persons who did not control that Party at the date of this Agreement.
XI.5. Accrued Rights
XI.5.1 The termination of this Agreement shall be without prejudice to any rights that have already accrued to either Party under this Agreement.
XII. Early Termination
XII.1 If the Client terminates this Agreement within one or three months (depending of negotiated period) from the contract date, or if the Agreement is terminated by the Digital Partner within the same one-month or three months period due to the Client’s default, the Digital Partner will incur a substantial loss. To pre-determine an amount that reasonably represents such damages, the Client agrees to pay a fee equivalent to the loss the Digital Partner would have sustained if the contract had not been terminated within this period.
XIII. Nature of Agreement
XIII.1 Personal Agreement
XIII.1.1 This Agreement is personal to the Parties, and neither Party may assign, mortgage, or charge (other than by floating charge), sub-license any of its rights, or sub-contract or delegate any of its obligations under this Agreement, except with the written consent of the other Party. Such consent shall not be unreasonably withheld.
XIII.2 Entire Agreement
XIII.2.1 This Agreement constitutes the entire agreement between the Parties concerning its subject matter and may only be modified by a written instrument signed by the duly authorized representatives of both Parties.
XIII.3 Acknowledgement of Reliance
XIII.3.1 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. All conditions, warranties, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
XIII.4 Waiver
XIII.4.1 No failure or delay by either Party in exercising any of its rights under this Agreement shall be deemed a waiver of that right. Additionally, no waiver by either Party of a breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provision.
XIV. Severability of Provisions
XIV.1 The Parties agree that if any provision of this Agreement is found to be unlawful, invalid, or otherwise unenforceable, that provision shall be deemed severed from the remainder of this Agreement. The remaining provisions of this Agreement shall continue to be valid and enforceable.
XV. Notices
XV.1 Methods of Giving Notice
XV.1.1 Any notice or other information required or authorized by this Agreement to be given by either Party to the other shall be given by:
XV.1.1.1 Delivering it by hand (notices or other required materials must be properly dated);
XV.1.1.2 Sending it by electronic transmission to the following email address: contact@bestsearchlist.com.
XV.2 Deemed Receipt
XV.2.1 Any notice or information given by email in the manner provided which is not returned to the sender as undelivered, shall be deemed to have been given on the date of transmission. Proof that the email containing any such notice or information was properly addressed and dated, and that it has not been returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
XV.2.2 Any notice or information sent by electronic transmission shall be deemed to have been duly given on the date of transmission, provided that a confirming copy is sent to the other Party within 24 hours after transmission.
XVI. Digital Partner rights
XVI.1 Digital Partner reserves the right to change, alter and/or modify this Agreement at any time. It is the sole responsibility of any Client or Third Party User of this website to review and accept all these terms and conditions at any time using this Website or entering into an Agreement.
XVII. Dispute Resolution
XVII.1 Any dispute or disagreement arising between the Parties regarding this Agreement or its subject matter shall be submitted to a sole arbitrator mutually agreed upon by the Parties. If the Parties cannot agree, the arbitrator shall be appointed by the current President of the Law Society. The arbitrator shall possess all powers granted to arbitrators under the laws of England and Wales.
XVII.2 The Parties agree that the arbitrator’s decision shall not be final and binding on both Parties.
XVIII. Law and Jurisdiction
XVIII.1. This Agreement, including any non-contractual matters and obligations arising from or related to it, shall be governed by and interpreted following the laws of England and Wales.
XVIII.2. Subject to the provisions of Clause XV, any dispute, controversy, legal action, or claim between the Parties relating to this Agreement, including any non-contractual matters and obligations arising from or related to it, shall be under the jurisdiction of the courts of England and Wales.
These terms are updated on 10/06/2024.