1. DEFINITIONS AND INTERPRETATIONS:
This contract (“Contract”) constitutes the entirety of the agreement between the parties, encompassing these terms and conditions and any accompanying legal documents.
In this Contract, unless the context otherwise requires, the following terms shall have the following meanings:
“Digital Partner” refers to the entity LocalEdge Navigator Sole Trader, registered in England and Wales, located at 34 Prince Road, London, SE25 6NW, and operating the website: http://go.bestsearchlist.com/
“Client” denotes the individual, corporation, partnership, or entity engaging the services of Digital Partner for Web Design and Development or Re-Design and Re-Development of the Client’s website.
“Approval Test” means the acceptance test outlined within the Contract.
“Client Deliverables” encompasses any text, graphics, logos, photographs, images, audiovisual material, sound, illustrations, or other content provided by the Client or explicitly requested by the Client to be incorporated into or uploaded onto the Client Website.
“Client’s Website” indicates the website coded in HyperText Markup Language or another web-compatible language, with interconnected pages accessible via the hypertext transfer protocol, fully viewable by all web users employing the web browsers agreed upon within the Contract.
“Content” encompasses all text, graphics, logos, photographs, images, audiovisual material, sound, illustrations, or other material displayed or utilized on the Client’s Website. Unless stated otherwise, this includes Client Deliverables.
“Software” encompasses all applications furnished to the Client by the Digital Partner, its sub-contractors or its licensors to ensure the proper, efficient, and effective operation of the Client’s Website on servers and web browsers, including but not limited to those specified in the Contract.
“Improvement” denotes all modifications or fixes aimed at enhancing the Software or the Client’s Website, or any part thereof, as necessary to rectify or eliminate any bugs, malfunctions, or other defects, ensuring substantial conformity to the functional specifications outlined in the Contract.
“Project Design Charges” refers to the fees, rates, and charges payable by the Client for the Creative Designs conducted by the Digital Partner as specified in the Contract.
“Creative Designs” signify any Art, Photo, Graphic, Illustration, Web or other Designs delineated within the Contract.
“Support Documents” pertains to the user manuals, technical support documents, and training manuals in human-readable form, facilitating a reasonably skilled computer operator in operating the Client’s Website.
“Intellectual Property” encompasses all intellectual property rights emerging worldwide, whether registered or unregistered, including but not limited to copyright, know-how, confidential information, trade secrets, business names, domain names, trademarks, service marks, trade names, patents, petty patents, utility models, design rights, semiconductor topography rights, database rights, and all rights akin to unfair competition rights or rights to litigate for passing off.
“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 Web Design and Development Services;
“Third Party” means visitors, users, employees, agents or contractors, or any other person who accesses, uses or receives any direct or indirect benefit of the Web Design and Development Services, including all clients and customers;
“SEO Services” denotes the website search engine optimization services specified in the Contract, which the Digital Partner will execute for the Client.
“Search Engine Optimization Charges” refers to the fees, rates, and charges payable concerning the Search Engine Optimization (SEO) Services rendered by the Digital Partner to the Client as specified in the Contract.
“Service Support and Maintenance” represents the service support and maintenance defined in Clause 8.1 of these Design and Website Development Terms.
“Support and Maintenance Charges” refers to the fees, rates, and charges payable concerning the Service Support and Maintenance as specified in the Contract.
“Support Account” refers to an account holding support time (typically procured in blocks of 5 or 10 hours) for the Client’s use in requesting design, development, and IT support.
“User Training” indicates the training delineated in the Contract, to be provided by the Digital Partner to the Client to enable a reasonably skilled employee of the Client to operate and utilize the Client’s Website and Software.
“Web Development Charges” refers to the fees, rates, and charges payable concerning Web Application Development.
“Web Applications Development” denotes the development executed by the Digital Partner to create and develop the Client’s Website or any other applications as specified in the Contract.
“Completion Date” means the date of completion of the project.
“Commencement Date” means the date of starting of the project.
2. GENERAL TERMS
(a) This Contract consists of these terms, any applicable paragraphs, exhibits, schedules, addenda, or other attachments appended hereto (the “Contract”) and any Quotations, Order Forms, or Proposals executed between Digital Partner and the relevant Client;
(b) By entering into this Contract on behalf of a company or individual you represent, you affirm that you possess the necessary authority to do so;
(c) This Contract may be subject to modifications at any time. The Client or User assumes responsibility for reviewing these Terms upon each usage of this website. The most recent version of this Contract is accessible at http://go.bestsearchlist.com/terms. The Client or User agrees to the current version of this Contract upon entering into any Order Form or Proposal, as well as upon the renewal of any services under an Order Form or Proposal;
(d) Before utilizing Web Design and Development Services operated by Digital Partner, please meticulously review these terms and conditions (“Terms”, “Terms and Conditions”). The Client, Visitors or User’s access to and utilization of Digital Partner’s website http://go.bestsearchlist.com is contingent upon the acceptance of and adherence to these Terms. These Terms apply to all users remunerating for services provided by Digital Partner. The remittance for Web Design and Development services signifies the agreement to abide by the Terms;
(e) Electronic Communications: A visit to http://go.bestsearchlist.com or the transmission of emails to Digital Partner constitutes electronic communications. The Client or User consents to receive electronic communications and agrees that all agreements, notices, disclosures, and other communications provided by us electronically, via email, and on this website satisfy any legal stipulation mandating such communications to be in writing;
(f) Children Under Thirteen: Digital Partner does not intentionally amass personal information from individuals under the age of thirteen, either online or offline. If you are under the age of eighteen, you may only utilize http://go.bestsearchlist.com/ with the approval of a parent or guardian.
3. APPOINTMENT OF DIGITAL PARTNER. ENGAGEMENT AND OBLIGATION OF THE PARTIES
3.1 Engagement of Digital Partner for Web Design and Development Services
3.1.1 The Client hereby engages the Digital Partner to deliver Web Design and Development 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.
3.1.2 The Digital Partner shall finalize the Web Design and Development service, by the Completion Date.
3.1.3 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 Web Design and Development Services selected by Client in the Order Form/s or Proposal or Exhibit attached hereto. The Client may change service, upgrade or renew the Web Design and Development services at any time.
3.1.4 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. This will be negotiated in a separate Contract with separate Order Form/s.
3.2 Engagement of the Client. Provision of Information
3.2.1 The Client agrees to provide the Required Information to the Digital Partner within an agreed period (“the Delivery Date”).
3.2.2 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.
3.2.3 The Client will undertake to supply the Digital Partner with any necessary information it may request from time to time for the completion of Web Design and Development 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.
3.2.4. The Client will supply the Digital Partner with any necessary administrator access rights to the Client’s website for Web Design and Development.
3.2.5 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.
3.2.6 For executing Web Design and Development Services, the Client agrees to provide:
3.2.6.1 CPanel or FTP access to the main hosting of the 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.
3.2.6.2 The Digital Partner is responsible for maintaining the confidentiality of the passwords and user IDs. If the Client has FTP access then the Client will provide Digital Partner with login information so Digital Partner can edit the Client’s website.
3.2.6.3 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.
3.2.6.4 Administrative/backend access to the Website Content Management System (such as WordPress, Joomla, Drupal or other CMS) for editing and analysis.
3.2.6.5 Permission to make changes to the Website for optimisation.
3.2.6.6 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.
3.2.6.7 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.
3.2.6.8 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.
3.2.6.9 If the Client is unable to provide textual content the Digital Partner can help to create the content for its business for Web Design and Development Services. All these content creations will be negotiated in separate Order Form/s, Proposal or require Addendum or separate contract.
3.2.6.10 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.
3.2.6.11 Unlimited access to existing website traffic statistics for analysis and tracking purposes.
3.2.6.12 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.
3.2.6.13 The Client agrees that no work shall be done on the website during the Web Design and Development 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.
3.3 Duration of Services
3.3.1 The total duration of the Contract is 1 month, 3 or 6 months, or 1 year depending on the service. The payment amount will be $ or #+ VAT at a standard price or rate as stated in the Quotation, Order Form or Proposal. For recurring services, the Client can cancel any service at any time.
3.3.2 Normally, the ongoing provision of Web Design and Development maintenance and other recurring services shall continue for a continuous one-month rolling contract, subject to the provisions outlined in the Quotation, Order Form or Proposal.
3.3.3 All charges, rates and fees must be paid by the payment schedule and are non-refundable.
3.4 Responsibility for Service Quality
3.4.1 The Digital Partner shall be accountable for the quality of Web Design and Development Services, ensuring that all work is conducted with reasonable care.
3.4.2 The Digital Partner shall ensure that any individual or company authorized to perform any part of the Web Design and Development Services does so competently and with reasonable care.
3.5 Acceptance of Terms and Conditions.
3.5.1 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 “Contract”) sets forth the agreement and understandings by and between Digital Partner and Client.
3.5.2 By executing this Contract, Client accepts the terms and conditions of Web Design and Development 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”.
3.6 Quotations and Formation of Contract
3.6.1 The Client will receive the Quotation for further consideration by the Digital Partner;
3.6.2 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.
3.6.3 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.
3.7 By signing the Order Form or Proposal, the Client acknowledges and agrees to accept these Terms and Conditions.
3.8 The Client hereby appoints the Digital Partner to undertake the Creative Designs, Website or Web Applications Development, Service Support and Maintenance, or SEO Services (as applicable), and the Digital Partner hereby accepts such appointment.
4. CREATIVE DESIGNS
4.1 Considering the Project Design Charges, the Digital Partner shall execute the Creative Designs delineated in the Contract with due skill and care.
4.2 Upon receipt of the draft design work crafted by the Digital Partner for the Client, the Client shall furnish detailed feedback regarding the necessity for any alterations to said draft design work. Unless otherwise specified in the Contract, any required changes shall be subject to charges by the Digital Partner at the prevailing hourly rates.
4.3 The procedure for agreeing to any changes to the Creative Designs shall adhere to Clause 9 of the General Conditions, i.e., the Variation Clause. Following satisfaction with the draft design provided by the Digital Partner, the Client shall confirm in writing the acceptance of the design resulting from the Creative Designs conducted by the Digital Partner.
4.4 Notwithstanding Clause 4.3 of this Contract, the Client shall be deemed to have accepted any design work prepared by the Digital Partner for the Client upon utilising said design work for any business purposes.
4.5 In the event the Client remains dissatisfied with the design work despite the Digital Partner’s efforts to meet the Client’s expectations, the Client shall have the right to terminate the relevant Contract. However, the Client shall be obligated to indemnify the Digital Partner for all work and time expended by the Digital Partner up to the termination date at the Digital Partner’s then-applicable hourly rates. It is understood that the Client shall not have the right to utilize the draft design work submitted by the Digital Partner in the event of termination under Clause 4.5.
5. COMMITMENT AND ENGAGEMENT
5.1 Digital Partner commits, effective from the Commencement Date:
5.1.1 To design, develop, or supply the Software and (subject to Clause 5.2) the Content to enable the Client’s Website to function and substantially conform to the functional specifications outlined in the Contract.
5.1.2 Where agreed upon in the Contract, to provide User Training to the Client’s employees, enabling them to acquire the necessary skill, experience, and knowledge to operate the Client Website;
5.1.3 Where agreed upon in the Contract, to provide the Client with Support Documents; and
5.1.4 To execute the Web Applications Development with due care and skill to create and design the Client Website to substantially meet the specifications outlined in the Contract.
5.2 The Client shall deliver the Client Deliverables to the Digital Partner in the agreed-upon format and terms. The Client shall ensure that the Client Deliverables are accurate, and lawful, and do not infringe upon the intellectual property rights of any third parties. To this end, the Client shall indemnify and hold harmless the Digital Partner against any loss, damages, or claims brought against the Digital Partner.
5.3 If negotiated in the Contract, the Digital Partner grants the Client a non-exclusive license to utilize the Software (and any customizations to the Software) for the purposes outlined in the Contract.
5.4 If negotiated in the Contract, the Digital Partner grants the Client a non-exclusive license to use any Content developed by Digital Partner on the Client’s Website (excluding Client Deliverables).
5.5 Upon successful completion of the Approval Test and the Client’s acceptance of the Client’s Website following Clause 7 of this Contract, the Digital Partner warrants that the Software and Client’s Website shall substantially comply with the functional specifications specified in the Contract for 60 days or as otherwise specified in the Contract (“Warranty Period”). Digital Partner shall undertake any necessary Improvements during the Warranty Period without imposing additional charges on the Client. It is understood that any unauthorized modifications, usage, or improper installation of the Client’s Website or Software by the Client shall render all warranties and support obligations null and void.
5.6 Notwithstanding Clause 5.5 of this Contract, Digital Partner disclaims any implied or express representation that the Software or the Client’s Website will:
5.6.1 Operate in conjunction with any hardware items or software products other than those explicitly identified in the Contract as compatible with the Software or the Client Website;
5.6.2 Operate uninterrupted or error-free; or
5.6.3 Have all program defects corrected.
5.7 If the Software or Content (excluding Client Deliverables) becomes or is likely to become the subject of any Intellectual Property rights claim by third parties, the Client shall allow the Digital Partner to:
5.7.1 Replace all or part of the Software or Content (excluding Client Deliverables) with something functionally equivalent at no cost to the Client;
5.7.2 Modify the Software or Content (excluding Client Deliverables) as necessary to avoid such claim, provided that the modified Software or Content (excluding Client Deliverables) functions substantially the same as before; or
5.7.3 Procure for the Client a license from the relevant complainant to continue using the Software or Content (excluding Client Deliverables).
5.8 Subject to Clause 10 of this Contract, if the Software or Content (excluding Client Deliverables) is adjudged by a court of law to be infringing and the Digital Partner is unable, after commercially reasonable efforts, to secure for the Client the right to continue using the Software or Content (excluding Client Deliverables), or to provide functionally equivalent non-infringing software or Content (excluding Client Deliverables), the relevant Contract and any license to use the Software or Content (excluding Client Deliverables) shall terminate, and Digital Partner shall refund the Client the Development Fees and costs.
5.9 Without prejudice to Clause 10 of this Contract, Digital Partner shall bear no liability for any claim of intellectual property infringement:
5.9.1 Arising from the Client’s use of the Software or Content (excluding Client Deliverables) in combination with software or Content not supplied or approved in writing by Digital Partner (except for the operating system of any Client hardware specified in the Contract);
5.9.2 Resulting from any unauthorized modification of the Software or Content (excluding Client Deliverables); or
5.9.3 Where the claim for infringement arises from a feature of the Software or Content (excluding Client Deliverables) specifically requested by the Client as specified in the Contract.
5.10 Should the Client necessitate changes to Web Applications Development or the functional specifications outlined in the Contract, such changes shall be agreed upon under the procedure specified in Clause 9 of the General Conditions, i.e., the Variation Clause.
6. SEO SERVICES
6.1 Digital Partner undertakes to provide the SEO Services to the Client by the terms specified in the Contract, exercising reasonable skill and care.
6.2 The Client warrants that it holds ownership or valid licenses for any Intellectual Property in the trademarks, trade names, and any descriptions or information of its products or services provided to its customers. The Client agrees to indemnify and hold harmless the Digital Partner for any losses or damages suffered if the Digital Partner’s use of the mentioned materials as part of the SEO Services infringes the Intellectual Property rights of any third parties.
6.3 While Digital Partner will exercise reasonable care and skill in providing the SEO Services, Digital Partner does not warrant that any descriptions, meta tags, or content used by Digital Partner (“Digital Partner’s Content”) to optimize the Client’s Website do not infringe the Intellectual Property rights of third parties. The Client is solely responsible for verifying that the Digital Partner’s Content does not infringe the Intellectual Property rights of any third parties and, where appropriate, obtaining legal advice. In case the Digital Partner’s Content infringes the Intellectual Property rights of any third parties, the Client shall promptly inform the Digital Partner, which will remove such Digital Partner’s Content as soon as possible. The Client acknowledges that this shall be the Client’s sole remedy in respect of intellectual property rights infringement concerning the Digital Partner’s Content.
6.4 The Client acknowledges that the effectiveness of the SEO Services depends on various factors beyond the Digital Partner’s control, such as the state of the Client’s competitors’ websites, the specifications of the Client’s Website, the Client’s marketing strategy, choice of meta tags and descriptions used, and the Client’s budget in respect of search engine fees (e.g., Ads fees charged by Google or other Social Media platform). Accordingly, the Client acknowledges that the performance of the SEO Services does not guarantee that the Client’s Website will achieve a better position in website search engine results.
6.5 SEO Services are written in depth at http://go.bestsearchlist.com/seo-terms-and-conditions/
7. INSTALLATION AND APPROVAL TESTING
7.1 Digital Partner shall upload or install the developed Client’s Website onto a test site when the Client’s Website is ready for acceptance testing. The acceptance testing shall be carried out by the Approval Test.
7.2 The Digital Partner and the Client shall jointly conduct the Approval Test within a reasonable timeframe not exceeding 14 days.
7.3 Upon the Client’s Website passing the Approval Test, the Client shall promptly confirm such acceptance in writing as requested by the Digital Partner.
7.4 If the Client’s Website fails the Approval Test, the Digital Partner shall undertake necessary Improvements to ensure compliance with the Approval Test requirements. Digital Partner shall have no less than 30 days to carry out such Improvements. Subsequently, the Parties shall commence acceptance testing following the Approval Test.
7.5 If the Client’s Website passes the Approval Test on the second attempt, Clause 7.3 of this Contract shall apply. If the Client’s Website fails the Approval Test on the second attempt, Clause 7.4 of this Contract shall apply.
7.6 If the Client’s Website passes the Approval Test on the third attempt, Clause 7.3 of this Contract shall apply. If the Client’s Website fails the Approval Test on the third attempt, the Client shall be entitled to terminate the relevant Contract.
8. SUPPORT AND MAINTENANCE
8.1 Upon mutual agreement outlined in the Contract, the Digital Partner shall perform necessary Corrections and provide the Client with ‘Service Support and Maintenance’ in case of problems, faults, or errors concerning the Client’s Website for the specified period.
8.2 The Parties may agree to renew the Service Support and Maintenance for additional periods as mutually agreed. Any renewals of the Service Support and Maintenance shall be made in writing unless otherwise waived by the Digital Partner.
8.3 If the Client or the Client’s users encounter difficulty accessing the Client’s Website, the Client shall first determine whether the inability to access the Client’s Website is due to a failure on the part of the Client’s Website, the Client’s internet service provider, or server. In case the fault lies with the Client’s Website, the Client’s authorized representative shall immediately contact the Digital Partner using the provided contact details.
8.4 Upon receiving the Client’s report, the Digital Partner shall make reasonable efforts to rectify the issue and allow the Client and its users to access the Client’s Website, following the service levels specified in the Contract. If it is subsequently determined that the fault lies with the Client’s equipment or its internet connection, the Digital Partner reserves the right to charge the Client for any reasonable costs incurred.
8.5 The Support Account, if held by the Client, can only be used for design, development work, and IT Support. It cannot be utilized for other products or services, including hosting fees, software licenses, or offsetting invoices.
8.6 A Support Account is non-refundable.
8.7 Time logged on a Support Account is done so in 15-minute increments.
8.8 Any disputes regarding the time or items logged against a Support Account must be raised within 60 days.
9. CONSIDERATION OF CHARGES AND PAYMENT
9.1 In consideration of the Creative Designs, Web Designs and Applications Development, SEO Services, or Service Support and Maintenance, the Client shall pay the Project Design Charges, Search Engine Optimization Charges, Support and Maintenance Charges, or Web Development Charges (as applicable) under the terms specified in the Contract (Order Form/s or Proposal) and the General Conditions.
10. LIMITATION OF REMEDIES AND LIABILITY
10.1 Nothing in this Contract shall operate to exclude or limit Digital Partner’s liability for death or personal injury caused by negligence or fraud.
10.2 Digital Partner shall not be liable to the Client for any loss or damages arising from the Contract, Creative Designs, Web Applications Development, Service Support and Maintenance, or the SEO Services.
10.3 Subject to Clause 10.2 of this Contract, Digital Partner shall not be liable for any indirect or consequential losses to the Client, including data loss, loss of profits, anticipated profits, revenues, anticipated savings, goodwill, or business opportunity related to the Contract, Web Applications Development, Creative Designs, Service Support and Maintenance, or the SEO Services.
10.4 Subject to Clauses 10.1, 10.2, and 10.3 of this Contract, Digital Partner’s aggregate liability in respect of claims based on Web Applications Development the Creative Designs, Service Support and Maintenance, or SEO Services in the contract or tort (including negligence) or otherwise, shall not exceed 100% of the total Project Design Charges, Search Engine Optimization Charges, Support and Maintenance Charges, or Web Development Charges paid by the Client to Digital Partner.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 The Client retains all Intellectual Property rights in the Client Deliverables and grants the Digital Partner a license to use such Intellectual Property rights as necessary to fulfil its obligations under the Contract.
11.2 All Intellectual Property rights in the Software and any other Content, excluding Client Deliverables, arising in connection with the performance of the Creative Designs, Web Applications Development, or SEO Services shall belong to the Digital Partner or its licensors unless otherwise negotiated (See Clauses 5.3 and 5.4).
11.3 Subject to Clauses 5.7, 5.8, and 5.9 of this Contract, Digital Partner shall defend, hold harmless, and indemnify the Client against all loss, damage, claims, liabilities, fees, costs, and expenses arising out of any action brought against the Client based on a claim that the Software and Content, other than Client Deliverables, infringe any intellectual property right of any third party, provided that:
11.3.1 Digital Partner is promptly notified in writing of any such claim;
11.3.2 The Client refrains from admitting or settling such claim without Digital Partner’s prior written consent;
11.3.3 Digital Partner assumes sole control of the defence and any negotiations for compromise; and
11.3.4 The Client provides, at the Digital Partner’s expense, such assistance as the Digital Partner reasonably requires.
12. TERMINATION
12.1 Either party may terminate the Contract without liability to the other if:
12.1.1 The other party fails to pay any amount due under the Contract on the due date for payment and remains in default for more than 7 days after being notified in writing to make such payment;
12.1.2 The other party commits a material breach of any of the Contract terms and fails to remedy that breach within 30 days of receiving written notice of the breach;
12.1.3 The other party is unable to pay its debts, enters into compulsory or voluntary liquidation (other than to effect a reconstruction or amalgamation), compounds with or convenes a meeting of its creditors, has a receiver or manager appointed of its assets, ceases for any reason to carry on business, or takes any similar action indicating insolvency.
12.2 Upon termination of the Contract for any reason, the Client shall immediately settle all outstanding unpaid invoices and interest due to the Digital Partner. Digital Partner may submit an invoice for any services rendered but for which no invoice has been issued, which shall be payable immediately upon receipt.
The rights and obligations of the Parties as of termination and any provisions expressly stated to survive or implicitly surviving termination shall remain unaffected.
13. GENERAL PROVISIONS
13.1 Notices. Methods of Giving Notice
13.1.1 Any notice or other information required or authorized by this Contract to be given by either Party to the other shall be given by:
13.1.1.1 Delivering it by hand (notices or other required materials must be properly dated);
13.1.1.2 Sending it by electronic transmission to the following email address: contact@bestsearchlist.com.
13.2 Deemed Receipt
13.2.1 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.
13.2.2 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.
13.3 Digital Partner Rights. Digital Partner reserves the right to change, alter or modify this Contract 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 a Contract.
13.4 Dispute Resolution
13.4.1 Any dispute arising between the Parties regarding this Contract 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.
13.4.2 The Parties agree that the arbitrator’s decision shall not be final and binding on both Parties.
13.5 Assignment: Neither party shall assign, transfer, or subcontract any of its rights or obligations under the Contract without the prior written consent of the other party, except where such assignment, transfer, or subcontract is to an affiliate or successor in interest.
13.6 Waiver: No failure or delay by either party in exercising any right, power, or remedy under the Contract shall operate as a waiver of any such right, power, or remedy. A waiver by either party of any breach of any term of the Contract shall not be construed as a waiver of any subsequent breach of the same or any other term.
13.7 Severability: If any provision of the Contract is determined by any court or other competent authority to be unlawful or unenforceable, the remaining provisions shall continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part shall be deemed to be deleted, and the rest of the provision shall continue in effect.
13.8 Entire Agreement: The Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, arrangements, and understandings between the parties relating to the subject matter hereof.
13.9. Law and Jurisdiction. Governing Law and Jurisdiction: The Contract shall be governed by and construed under the laws of England and Wales.
13.9.1. This Contract, 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.
13.9.2. Subject to the provisions, any dispute, controversy, legal action, or claim between the Parties relating to this Contract, 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.