Terms and Conditions for Market Me Online Ltd
All references in these terms and conditions: to the “website” refer to this website (www.marketme.ltd); to “you” and “your” refer to you, the user; to “we”, “us” and “our” refer to Market Me Online Ltd; to “Content” refer to the text, graphics, photographs, information and other material displayed from time to time on the website; and to “Services” refer to the advisory services that we provide.
Definitions – In this Agreement, the following words shall have the following meanings:
‘the Client’ is the business or individual conducting business who instructs the Provider to conduct services on its behalf.
‘the Commencement Date’ is the date the email confirmation is sent to the Client.
‘the Provider’ is Market Me Online Ltd, trading as Market Me Ltd. Company number: 01242458. Registered office: 6-8 Yarm Road, Stockton-on-Tees, TS183NA
‘the Charge’ is the amount specified in the invoice.
‘the Reports’ means all reports, documentation, presentations, software or drawing in whatever format the Provider shall or may create or deliver to the Client as part of the Services provided by the Provider.
- The Provider shall perform the services in consideration of the Charges.
- The Client acknowledges and agrees that no Services will be provided until the Provider has paid the Charges. The Agreement may be varied or added to from time to time in writing and signed by both Parties. The changes shall be clearly identified, together with the additional or different level of Charges to be paid by the Client.
- Performance of the Services
- The Provider shall use reasonable endeavours to complete the Services and increase the Client’s internet presence by ranking them within page one of the chosen search engine for a period of at least 6 months from the commencement date.
- Charges and payment
- In consideration of the Services to be provided by the Provider to the Client, the Client shall pay the Charges as set out in the invoice issued with email confirmation. All amounts stated are exclusive of VAT and/or any other applicable taxes or levy, which shall be charged in addition at the rate in force at the date any payment is required from the Client.
- If payment of the Charges is not received by any due date, the Provider shall be entitled (without prejudice to any other right or remedy):
- to charge interest on the outstanding amount at the rate of 8% per annum above the bank of England base rate, accruing daily;
- to require that the Client make a payment in advance of any Services or part of the Services not yet supplied;
iii. to not provide any further Services or part of the Services; or
- to not provide any Reports due on completion of the Services (until such payment is made)
- to charge a compensation payment in accordance with Late Payment legislation.
- All payments shall quote the Provider’s invoice number and other reference numbers.
- Payment by Installment
- Where an installment arrangement is set up to make payments from a credit/debit card account, the Provider will notify the Client, or the third party making payment, of the dates on which installment payments will be claimed, and the amounts of those installments, at least 5 working days before the first installment is due. If an installment is not received on time then the full payment amount becomes due and will be invoiced for immediate payment.
- Payment Method
- Payment will usually be taken by telephone but may be taken by online payment. Receipt of these terms in conjunction with your invoice will be taken as acceptance of our terms and conditions and authorisation to deduct the amount specified within the invoice from your credit/debit card. In the event of chargeback payment will be following issue of invoice and should be cheque payable to ‘Market Me Ltd’
- If the Client leaves the Provider or engages another Provider before they complete their contract term there will be no entitlement to a refund of Charges.
- In the event that any payment made via the Provider’s telephone and/or online payment system is refunded due to chargeback (either fully or in part) from the merchant card service provider the Provider will invoice the Client for all works completed prior to the chargeback, interest on the late payment and all associated costs incurred. Such invoice will be due for payment immediately
- All payment details are entered securely using Barclays merchant card facilities (or such other services as determined by the Provider as being suitable). The Provider shall not be liable for any failure by the user of this online payment system to properly protect data from being seen on their screen by other persons or otherwise obtained by such other persons, during the Online Payment process or in respect of any omission to provide accurate information in the course of the Online Payment process.
- The Client’s obligations
- The Client acknowledges and agrees that for the Supplier to be able to provide the Services the Client shall:
- co-operate with the Provider as the Provider reasonably requires;
- provide to the Provider such information and documentation as the Provider reasonably requires;
iii. make available to the Provider access to files, log ins, web sites as the Provider reasonably requires from time-to-time; and
- instruct the Client’s staff and agents to co-operate and assist the Provider.
- The Provider may charge the Client for any additional reasonable costs and expenses incurred by the Provider caused by the Client’s instructions, failure to provide instructions, failure to pay on time or failure to comply with Clause 8.
- Reporting requirements
- The Provider shall, entirely at its own discretion, determine Reports that are to be produced during or on completion of the Services (‘the Reports’).
- The Provider grants to the Client a non-exclusive licence (without the right to sub-license) to use the Reports. The Provider shall own all copyright, database and other intellectual property rights in the Reports.
- Protection of confidential information
- Each Party (‘the Receiving Party’) shall keep the confidential information of the other Party (‘the Supplying Party’) confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party for the Purpose and for performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents of the Receiving Party’s obligations under the provisions of this Clause 8, and ensure that the Receiving Party’s officers, employees and agents meet the obligations.
- The obligations of Clause 10 shall not apply to any information which:
- was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
- is, or becomes, publicly available through no fault of the Receiving Party;
iii. is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
- was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or
- is required to be disclosed by a court order of competent jurisdiction.
- This Clause 10 shall survive termination of this Agreement
- Warranties, liability and indemnities
- The Provider warrants that it will use reasonable care and skill in performing the Services.
- The Provider does not accept any liability arising from the provision of the Services. The Client shall indemnify and hold harmless the Provider from and against all Claims and Losses arising from loss, damage, liability, injury to the Provider employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by the Provider, its employees or Providers, or supplied to the Provider by the Client within or without the scope of this Agreement. ‘Claims’ shall mean all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise); and ‘Losses’ shall mean all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.
- Each of the Parties acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law. Nothing in this Agreement excludes liability for fraud.
- This Agreement shall commence on the Commencement Date as set out in the definitions and shall continue for the period as stated in the invoice.
- Either Party may terminate this Agreement by giving the other Party notice. In the event of the Client terminating the full Charge will be incurred. In the event of termination by the Provider a partial refund may be issued.
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than six months, either Party may terminate this Agreement by written notice to the other Party.
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.
This Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
Agency, partnership etc
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
Each Party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
No Party shall issue or make any public announcement or disclose any information regarding this agreement unless prior to such public announcement or disclosure it furnishes all the Parties with a copy of such announcement or information and obtains the approval of such persons to its terms. However, no Party shall be prohibited from issuing or making any such public announcement or disclosing such information if it is necessary to do so to comply with any applicable law or the regulations of a recognised stock exchange.
In this Agreement unless the context otherwise requires:
words importing any gender include every gender;
words importing the singular number include the plural number and vice versa;
iii. words importing persons include firms, companies and corporations and vice versa;
references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
vii. the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
viii. any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’.
Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail or air mail, or by e-mail (confirmed by first class mail or air mail). Notices sent as above shall be deemed to have been received three working days after the day of posting (in the case of inland first class mail), or seven working days after the date of posting (in the case of air mail),
Law and jurisdiction
The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
The parties agree and acknowledge that all information held in connection with this Agreement will be held in connection with the Data Protection Act.
Distance selling regulations
The parties agree and acknowledge that this contract is and is intended to be a business contract and neither party deals as a consumer. Consequently the distance selling regulations do not apply.
Google Pages & Ownership
If a ‘Google Plus’ or ‘Google Maps’ or ‘Google For Business’ account/page was created by our Agency for the Client, us the Agency own the account/page in question and can do with it as we see fit upon the completition of the Agreement. In the event of premature cancellation of the Agreement we also reserve the right to maintain ownership of the account/page in question.