Terms and Conditions

1 DEFINTIONS
1.1 In these Terms and Conditions, unless the context otherwise requires, the following terms shall have the following meaning: -"Application" means an application for the provision of the Services submitted by the Client to Webmazing ; "Webmazing" means The Webmazing of Media House, 5 and 6 Bold Place, Liverpool L1 9DN "Client" means the person, firm or company whose Application is accepted by Webmazing ; "Services" means the services to be provided by Webmazing to the Client "Terms and Conditions" means these terms and conditions including any Schedules hereto. "Web Site" means the website as specified on the application "Keywords" means the words used to search for the web site on the Internet search engines
1.2 Any agreement between Webmazing and the Client for the provision of the Services (an "Agreement") shall be entered into on the basis of these Terms and Conditions to the exclusion of any other terms and conditions set out or referred to in any document or other communication used by either party in concluding such an Agreement. In the event of any conflict between these Terms and Conditions and any other document or communication, these Terms and Conditions shall prevail.
1.3 Clause headings are for ease of reference and do not form part of nor shall they affect the interpretation of these Terms and Conditions.
1.4 Where the context so admits or requires words denoting the singular include the plural and vice versa and words denoting any gender include all genders.
1.5 References to each party include its permitted assigns and successors by operation of law.
1.6 A person who is not a party to a Contract has no rights under the Contract (Rights of Third Parties) Act 1999 to enforce any Term of these Terms and Conditions.

2 TERM
2.1 Any Agreement shall commence on the date of acceptance by Webmazing of the Application by the Client and shall continue for an initial period of 12 months and annually thereafter unless and until terminated by either party on giving to the other 30 days written notice such notice to expire no earlier than the end of the initial period

3 SERVICES
3.1 Webmazing shall provide the Services using all reasonable care and skill subject to payment by the Client of all amounts payable hereunder on the dates specified herein or on the Application.
3.2 The Client shall do all things and provide all such information as is reasonably required by Webmazing to provide the Services in accordance with these Terms and Conditions.

4 DATA BACKUP
4.1 Whilst Webmazing shall use its reasonable endeavors to ensure that backup copies of the Web Site and all Client data contained in the Web Site are made at reasonable intervals, the Client shall be solely responsible for the backup of such data and Webmazing shall not be liable for any damages, loss, costs or other expenses arising out of or in connection with any loss of data by the Client which are due to the failure of the Client or Webmazing to back up such data.
4.2 The Client may be charged a nominal fee if the Client or any person acting on the Client's behalf overwrites the work carried out by the Webmazing.

5 CHARGES
5.1 The fees payable to Webmazing in respect of the Initial Service are specified in the application form.
5.2 All charges are exclusive of VAT and any other applicable purchase tax, import and all other duties. Any failure by the Client to pay any fees due under these Terms and Conditions on the date specified shall be deemed to be a "material breach" of these Terms and Conditions.
5.3 If the Client is overdue with any payments hereunder, then without prejudice to Search Engineer's other rights and remedies the Client shall be liable to pay to Webmazing a flat fee of £15 for each correspondence as well as interest on the amount payable at an annual rate of 5% above the prevailing base rate of Lloyds Bank Plc, which interest shall accrue on a daily basis from the date payment becomes overdue until Webmazing has received payment of the overdue amount together with all interest.
5.4 The client will not pay the quarterly service plan fee unless the Webmazing meets all criteria for the relevant package. If the Webmazing fails to meet the criteria the Client will not pay the quarterly service plan fee until such a time that the Webmazing do meet the criteria of the relevant package.
5.5 This first service is dependent upon signing an ongoing service plan for an initial 12 months. The company will not upload any of the initial work until such a time as we receive the payment for the first service. Any payments for the quarterly service plan not made by credit/debit card should be made within 14 days of the client being invoiced.

6 TERM AND TERMINATION
6.1 Either party may terminate any agreement governed by these Terms and Conditions with immediate effect on written notice if the other party (the "Defaulting Party"): 6.1.1 commits a material breach or persistent breaches of these Terms and Conditions and (in the case of a breach or breaches which is or are remediable) fails to remedy the same within 30 days of receiving a written notice specifying the nature of the breach and requiring the same to be remedied; or 6.1.2 becomes or is deemed to be insolvent or is unable to pay its debts (within the meaning of the Insolvency Act 1986) or (except for the purposes of a genuine amalgamation or reconstruction) a petition is presented or meeting convened or resolution passed for the purpose of winding up the Defaulting Party or the Defaulting Party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator or administrative receiver appointed over all or any part of its assets or the Defaulting Party ceases to carry on all or a substantial part of its business.
6.2 Notwithstanding any of its other remedies under these Terms and Conditions Webmazing shall, at its sole discretion, have the right to suspend the Services at any time if:-
6.3 The termination of any Agreement (for whatever reason) shall not affect the respective rights and liabilities of each of the parties accrued prior to such termination.

7 CONSEQUENCES OF TERMINATION
7.1 Upon the termination of any Agreement for any reason whatsoever:-7.1.1 Webmazing may cease to promote the Web Site with immediate effect; and 7.1.2 each party shall on request promptly return any documents or papers relating to the business of the other party (including any of the other party's Confidential Information) which it then has in its possession or control.

8 WEBMAZING LIABILITY
8.1 Webmazing maximum aggregate liability under or in connection with any Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the fees payable by the Client in respect of the Services under the relevant Agreement.
8.2 Nothing in these Terms and Conditions shall exclude or in any way limit Webmazing liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent the same may not be excluded or limited as a matter of law.
8.3 Subject to Clause 8.2 Webmazing shall not be liable under or in connection with these Terms and Conditions or any collateral contract for any loss of income, loss of data, loss of anticipated savings, loss of profits or contracts or for any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

9 INTELLECTUAL PROPERTY RIGHTS
9.1 The Client warrants that it has obtained for itself and for Webmazing. all necessary consents, approvals and licenses for use of the web site and keywords.
9.1 In the event that the use of the Content infringes the intellectual property rights of any third party, the Client will immediately replace the infringing part at its own expense with non-infringing material.
9.2 The Client agrees to indemnify and keep Webmazing Submission Service indemnified and defend it at its own expense from and against:-
9.3 any and all claims that the Content or any act or omission by the Client, its employees, agents and representatives infringes any copyright, trademark or other intellectual property rights of any third party;
9.4 any infringement by the Client, its employees, agents and representatives of Webmazing Submission Service intellectual property rights howsoever arising and shall compensate Webmazing Submission Service for any loss, damages and other expenses arising out of or in connection with such infringement.

10 FORCE MAJEURE
10.1 Neither party shall be liable for any delay in performing or failure to perform its obligations hereunder to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an "event of force majeure"), provided the same arises without the fault or negligence of such party and the affected party notifies the other party within two (2) working days of becoming aware of the same of such event of force majeure and the manner and extent to which its obligations are likely to be prevented or delayed, and provided also that the occurrence of any such event of force majeure shall not have the effect of discharging or postponing the affected party's payment obligations hereunder.
10.2 If any event of force majeure occurs, the date(s) for performance of the obligation(s) affected shall be postponed for so long as is made necessary by the event of force majeure provided that if any event of force majeure continues for a period of or exceeding 30 days, the non-affected party shall have the right to terminate any agreement governed by these Terms and Conditions forthwith on written notice to the affected party. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.

11 CONFIDENTIAL INFORMATION AND SECURITY
11.1 All information, drawings, specification, documents, contracts, design material and all other data, which either party may have disclosed and may from time to time disclose to the other party relating to its business, clients, prices, services, requirements, the Software, the Web Site, the Services and these Terms and Conditions, including any technical specifications (the "Confidential Information"), are proprietary and confidential to the disclosing party.
11.2 Each party hereby agrees and undertakes to the other that it will use such Confidential Information and all other data solely for the purposes of these Terms and Conditions and it will not, at any time during or at any time after the completion, expiry or termination of any Agreement use or disclose the same whether directly or indirectly, to any third party without the other party's prior written consent.
11.3 Each party further agrees and undertakes that it will not itself or through any subsidiary or agent use, sell, licence, sub-licence, create, develop or otherwise deal in any Confidential Information supplied to it by the other party or obtained while performing any Agreement.
11.4 Each party will ensure that each of its employees, agents or sub-contractors will comply with the provisions contained within this Clause.
11.5 The provisions of this Clause do not apply to any confidential information or data which :-
11.5.1 is or becomes freely available in the public domain through no default of the receiving party; or
11.5.2 is required to be disclosed by any court of competent jurisdiction or statutory or regulatory authority; or
11.5.3 is received from a third party which owes no duty of confidentiality in respect of such information.

12 DATA PROTECTION
12.1 Each party shall for the duration of any agreement governed by these Terms and Conditions comply with the provisions of the Data Protection Act 1998, (including the data protection principles set out in that Act) and any similar or analogous laws, regulatory requirements or codes of practice governing the use, storage or transmission of personal data and shall not permit anything to be done which might cause or otherwise result in a breach by either party of the same.

13 NOTICES
13.1 Except as expressly stated herein to the contrary, all notices and other communications required or permitted to be given under these Terms and Conditions shall be in writing and shall be delivered or transmitted to the intended recipient's address as specified above or such other address as either party may notify to the other for this purpose from time to time. Any notice shall be treated as having been served on delivery if delivered by hand, two working days after posting if sent by pre-paid registered mail, on delivery if sent by courier and on confirmation of transmission if sent by facsimile. For the avoidance of doubt, notice under these Terms and Conditions shall not be validly served if sent by e-mail.

14 ASSIGNMENT AND SUB-CONTRACTING
14.1 Either party hereto may only assign any Agreement in whole or in part to any third party with the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, Webmazing may and shall, as it deems fit, sub-contract part or all of its obligations under these Terms and Conditions.

15 GENERAL
15.1 The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms and Conditions does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party's right later to enforce or to exercise it.
15.2 If any term of these Terms and Conditions is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and Conditions and shall in no way affect the legality, validity or enforceability of the remaining terms.
15.3 These Terms and Conditions contain all the terms agreed between the parties regarding its subject matter and supersede any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to any agreement governed by these Terms and Conditions except as expressly stated in these Terms and Conditions. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into any Agreement (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms and Conditions.
15.4 Provisions of these Terms and Conditions which either are expressed to surv ive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.
15.5 The relationship of the parties is that of independent contractors dealing at arm's length. Except as otherwise stated in these Terms and Conditions, nothing in these Terms and Conditions shall constitute the parties as partners, joint ventures or co-owners, or constitute either party as the agent, employee or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.
15.6 The parties shall at the requesting party's reasonable expense do and execute all such further acts and things as are reasonably required to give full effect to the rights given and the transactions contemplated by these Terms and Conditions.
15.7 Any valid alteration to or variation of these Terms and Conditions must be in writing and signed on behalf of each of the parties by a duly authorised officer.

16 LAW AND JURISDICTION
16.1 The construction, validity and performance of these Terms and Conditions shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts to resolve any dispute between them.