Terms & Conditions
1. Definitions and Interpretation
“PUK” means Promote UK Ltd and/or Promote UK Europe Ltd, dependant and in line with the contract signed by the customer.
“Contract” means the contract, of which the Order Form forms part, to which these Terms and Conditions apply.
“Terms” means these terms and conditions.
“Customer” means the person or company identified as such on the Order Form.
“Fees” refers to fees made to PUK for products and/or services rendered.
“Deposit” means the deposit paid for the Products or Services as set out in the Order Form.
“Order Form” means the paper or online order confirmation which forms part of the Contract or, where there is none, the sales receipt.
“Copy Sheet” means the paper or online document that accompanies the Order Form and details the information that is to be included on the products purchased by the Customer.
“Product” or “Service” or “Product or Service” means any product or service undertaken by PUK in accordance with the completed Order Forms.
“Delivery Guide” is PUK’s estimated projection of the clients SEO package delivery.
“Customer Content” means the Customer’s content created or supplied by the Customer for use in any product or Service.
“SEO” means Search Engine Optimisation i.e. methodology of strategies, techniques and tactics to obtain rankings in the search results page of a search engine.
“Core SEO Order” means the first SEO keyword package purchased by the Customer, prior to any additional SEO orders.
“Additional SEO Order” means any additional SEO keyword or area packages, or any additional pages or services purchased by the customer, outside of the original core SEO order.
“Keywords” means core key words or phrases and/or variations of those key words or phrases developed as part of the Customer’s SEO programme in accordance with the Customer that describe the products/services and areas that they wish to be searched for via search engine users.
“Algorithm” means the formula used by search engines to rank the resulting web pages from a user’s query.
“Directories” means Third Party online Directories.
“Social Media” means social networking sites i.e. Facebook, Twitter.
“Wireframes for Business” means a visual guide that represents the blueprint framework of a website which may be purchased by a Business to create their own Webpage.
“Programme” means the Customer’s website(s) and/or SEO package(s) as per their signed order(s) with PUK.
“Multi” or “Regional” or “National” means the Customer has more than one order with PUK.
“Guarantee” refers to the Customer commitment whereby PUK will have achieved a designated number of keywords and or phrases from the Customers SEO programme during the contract term.
“Third Party Provider” means any third party service provider (including but without limitation search engines or telephone directory services) on whose search results the Products or Services will appear.
1.2. These Terms govern each agreement entered into between the Customer and PUK relating to the supply of any products or services, this applies whether or not the Order Form or any other document to which the Customer agrees makes reference to these terms.
2. Products & Services
Based upon the package purchased the following product specific terms and conditions apply:
2.01. PUK shall develop the Website in accordance with the Customer Content, which may include (as appropriate): business address (including postcode), business telephone number, link to receive enquiry emails, social media links (as appropriate), business specific keywords, business description and images. The Customer shall provide the Customer Content to PUK either at the time of the order or within 5 days from the date on the Order Form (unless otherwise agreed in writing) and in such format as PUK reasonably requires. If PUK does not receive the Customer Content within the 5 days allowed, then PUK will complete the website development using basic business details and reserves the right to make an additional charge, in accordance with its current rates, for the time spent developing the Customer Content.
By completing the Order Form or online order confirmation the Customer agrees to be bound by the terms of the Contract. No conditions other than those set out here and in the Order Form shall be binding on PUK unless:
(i) specifically agreed to in writing by PUK and
(ii) signed by or on behalf of the Customer and a Director of PUK. Save in respect of any such exception, in case of any inconsistency between the Order Form and these Terms, these Terms will prevail.
2.02. PUK aims to complete the website within eight weeks of receiving the Customer Content (where applicable, depending upon the services purchased). A preview of the initial website design is sent to the customer within the eight week development period. The initial design will be based on the instructions provided. PUK will make amendments to the initial design if required however a complete redesign or requests to add more pages that have not initially been instructed may carry additional charges. The customer has 3 working days to contact PUK to make any amendments before the website is sent to go live, and all amendments must be notified to PUK at the same time
2.02.1. The Website design and build and accompanying content pages will be created in accordance with the Customers purchased SEO keyword package. The maximum limit of SEO optimised pages is 1 page per SEO keyword chosen (5 per standard issue and 3 for a website booster package). Customers will also receive 1 SEO optimised page per chosen SEO area. In addition to the aforementioned pages, the Customer shall also receive an SEO optimised home page, contact us page and areas we cover page. Customers may opt in or out during the welcome call to receive a singular gallery and/or testimonials page free of charge, however if a request is submitted for additional pages at any time after the welcome call then further charges may apply as per section 2.02.
2.02.2. If the client is not satisfied with the website and chooses not to approve it for going live within the 3-day approval window, the account can be placed on hold upon approval by PUK. This means that the website will not be published or made live until further notice from the client. Placing the account on hold does not affect the terms and conditions of the contract between the client and PUK. The original contract remains in force, and both parties are bound by its provisions.
2.02.3. If the client has not approved the website for going live within 30 days after the initial review period, PUK reserves the right to automatically move forward with the website to prevent delays in search engine rankings. This ensures timely progression of the project and avoids unnecessary setbacks.
2.03. PUK’s committed website development and SEO performance timeframes will only be met upon the Customer providing the agreed content and/or signing off the completion of the website as per the timeframes stipulated in 2.01 and 2.02, and/or any third party transfer deadlines being met, as per point 2.13.
2.04. PUK reserves the right at its discretion to submit the Website, or the relevant part thereof, to one or more Third Party Providers, and if it does so, the Customer agrees that PUK has no control over these search engines and as such cannot guarantee that the submission will be accepted or at what position in the search results the Products will appear.
2.05. Unless otherwise agreed in writing, any property or material supplied by or on behalf of the Customer in order for PUK to create the Website will not be returned to the Customer.
2.06. The Customer accepts that any Website purchased is subject to editorial review by PUK and any Third Party Provider. Notwithstanding this, PUK will use reasonable endeavours to fulfil the Customer’s requests.
2.07. The Customer shall seek approval before requesting to add any trademarked logos to their website prior to, during or after the development period. PUK are not liable for any issues surrounding this area and will be under the assumption that the Customer has full authority to use any trademarked logos they request to be displayed on their website.
2.11. In the event that a Customer signs a contract for SEO, PUK and/or a Third Party Provider (of the Customer or PUK) shall be responsible for the hosting, operation and maintenance of the Website, domain(s) and email(s), and although it shall use its reasonable endeavours to keep the Website, domain(s) and email(s) available, PUK gives no guarantee as to continuing service availability. The website hosting, domain and email accounts are not part of the Customer’s SEO Contract with PUK.
2.12. The Customer domain name is owned by the Customer. PUK will host your domain name during the Customer contract. The domain name can be transferred at any time either during or after the contract, subject to all financial commitments being met. PUK reserves the right to make an additional charge for the transfer of the domain.
(i) Promote UK requires full control of your domain throughout the duration of your contract. This means the domain name must be fully transferred to our management system to enable us to provide hosting, website maintenance, and related services. Please note the domain name is owned by the customer as per section 2.12.
2.13. In the event that PUK are instructed to transfer an existing Customer owned domain name, and the third party transfer is not made within the 8 week website development period, PUK may be unable to achieve committed website development and SEO performance timeframes, as per point 2.03.
2.14. PUK reserves the right to purchase a new domain name for the Customer in the event of either a significant delay in the transfer of a Customer owned domain name, or if PUK deem a new domain necessary. In the event of a new domain name being required to be purchased, PUK may be unable to achieve SEO performance timeframes as per point 2.03.
2.15. PUK cannot be held responsible for any legacy issues or historical penalties attributed to existing domains provided by the Customer, and as such committed development and/or SEO performance commitments may not be met.
2.16. PUK cannot be held responsible for the rendering or performance of the Customer's website as a result of third party software suppliers updating or amending their terms of service or software.
2.17. Non-disclosure of any existing email addresses associated with any domains the Customer shall transfer to PUK may result in the loss of email messages previously stored for which PUK shall not be liable. If the Customer opts to not back up any emails upon point of transfer as per their signed paperwork, PUK shall not be held liable for the loss of any email messages previously stored. In the event that email hosting is not transferred to PUK any loss of email messages or technical issues are considered the Customer’s responsibility and PUK shall not be held liable.
2.21. Information concerning the Customer contained on the Website will be derived from information provided by the Customer and it is therefore the Customer’s responsibility to ensure that the information is accurate by checking the Website. The Customer acknowledges and agrees that the information it has submitted to PUK shall at all times be accurate, complete and up to date. PUK shall incur no liability for any errors in that information, except those which were introduced by PUK and not signed off by the Customer. PUK reserves the right to edit the content provided by the Customer in order to improve delivery. If PUK finds any evidence indicating that the Customer has provided false information in its Website, it reserves the right to cancel the Contract without notice.
2.22. PUK reserves the right at any time without notice to remove any Customer Content (or Customer Links) from any Product or Service if it reasonably believes the Customer Content (or Linked Content) would, or would be likely to, put the Customer in breach of Clause 6 or any other provision of the Contract or would otherwise be detrimental to the interests or goodwill of PUK. Any such action shall be without prejudice to PUK’s other rights and remedies.
2.23. Any Customer Content which contains content of an unlawful or otherwise unacceptable nature (including but not limited to pornography or content depicting violence) may be reported to the appropriate authorities.
2.24. The Customer accepts that when the Customer requests specific copy and/or design changes outside of the on-site recommendations made by PUK (both in the website development process and post publication), there could be a decline in Keyword rankings meaning that the optimum number of page one keywords on Google drops below the guarantee, for which PUK will not be held responsible.
2.25. All website files are the property of PUK and the unauthorised use of either copy and/or associated design components and/or images may result in additional charges and/or legal action.
2.26. The purchase of any Wireframes for Business use is strictly not applicable for any redistribution without Promote UK Europe Ltd’s written consent. Wireframes for Business use are designed alongside the client and monies are only due once the products have been delivered and signed off by the client.
2.31. PUK may telephone the Customer from time to time and, as with incoming calls to PUK, the Customer accepts that all such calls may be recorded for internal purposes, including monitoring and training.
2.32. The Customer accepts that PUK cannot ensure that the Website is in all respects visible in all browsers and versions of these browsers. PUK shall use its reasonable endeavours to ensure that the Website is visible in the most commonly used version of Internet Explorer.
2.33. Unless stated on the Order Form, PUK cannot guarantee any Interactions of a Website.
2.34. By signing the Order Form or online order confirmation the Customer confirms that the details listed are correct, and authorises PUK to proceed with the implementation of the order based on the details and information supplied.
2.35. PUK retains full rights to all copy composed in the design and creation of the Customer’s website, and any stock imagery purchased from third party suppliers.
2.41. PUK cannot start work on the SEO until the Customer’s website is officially signed off by the Customer and completion email dispatched.
2.42. PUK’s estimated SEO delivery guide is 16 weeks, subject to 2.46, 2.47 and 2.48. In the event that PUK achieves the Customer guarantee ahead of the 16 week SEO delivery guide, the Customer will not incur any additional cost. Please note, newly purchased domains can sometimes take longer than the 16 week estimated SEO delivery guide. The SEO delivery guide is not relevant if you have purchased an SEO Booster (non-guaranteed) package.
2.43. For first year Customers (subject to full compliance with 2.03.) the website expiry date is set at 12 months and 8 weeks from the initial sales date.
2.43.1. For first year Customers, to ensure the relevant development time is reserved, the Customer is contacted 8 weeks prior to the anniversary of the initial sales date, this then forms the Customer renewal point thereafter on an annual basis.
2.44. As part of the SEO development process PUK specifically creates a programme of content to target the core keywords plus a variation of these keywords that are relevant to the Customer’s type of service. Both the core and variation keywords are attributed towards the Customer’s keyword guarantee.
2.45. Keyword rankings can be subject to fluctuation. In the event that the Customer’s keywords fail to meet or drop below the level guaranteed, then PUK reserves the right to strategically review and adjust keywords if required. PUK also reserves the right to adopt a change of performance strategy by using Google My Business and/or paid search advertising and/or any other search engine performance products or techniques. PUK reserves the right to determine a keyword and/or phrase guarantee as achieved in the event that satisfactory search engine traffic is demonstrated through Google Analytics and internal SEO reporting. Tracking is undertaken by PUK through both analytics and multi-search engine rankings performance.
2.46. PUK cannot be held responsible for any legacy issues, future penalisation, or incorrect business details due to online directory listings, duplicate content and/or live websites, historical penalties and/or existing domains. The Customer’s failure to declare at point of sale any existing or historical domains may result in the SEO guarantee becoming void. PUK reserves the right to void associated guarantees in the event of any of the aforementioned.
Once the initial website and primary domain have been uploaded, the SEO team reserves the right to assess any subsequently used domain. If a domain is deemed conflicting - defined as duplicating, redirecting, interfering with, or negatively impacting the primary domain or SEO strategy - this will automatically void the client's SEO guarantee. The client is responsible for coordinating any domain use with the technical team to prevent conflicts.
2.47. PUK cannot be held responsible when keyword rankings decline due to copy, on-site structural and/or cosmetic amends demanded by the Customer post publication that have a detrimental effect on SEO performance. PUK reserves the right to void associated guarantees in the event of any of the aforementioned.
2.48. Our Development Team track keyword rankings across the term of your contract, including existing and future algorithm updates that can affect keyword rankings, and will act accordingly if rankings drop below the purchased guarantee (see 2.45).
2.49. PUK cannot be held responsible for any significant algorithm updates made by a third party search engine during the Customer’s contract term, and as such the 12 month Customer contract remains in place.
2.50. For renewal customers, in the event that the core SEO order is not renewed then the core SEO content will be removed from the website. Furthermore, the SEO guarantee will become void on any additional SEO orders, both new and existing.
2.51. PUK cannot be held responsible when keyword rankings decline due to third party suppliers updating or amending their terms of service or software.
2.61. Subject to feasibility, and payment of the appropriate fees and charges customers shall be entitled to commission the business Video type as detailed on the order form (“the Business Video”). PUK shall develop the Business Video in conjunction with a third party production partner (“Video Production Partner” – “VPP”). The VPP will retain creative and editorial control over the Business Video. However, it is the Customer’s responsibility to provide all information or materials required for production, on time and in the correct format. A failure to do so will be deemed to be the grant of any reasonably necessary discretion by the Customer so as to enable the Business Video to be completed by the VPP. PUK will accept no liability for, and the Customer will grant PUK an indemnity in respect of, any losses arising out of any such failure.
(i) If a customer has purchased a business video as part of their agreement with Promote UK but has not scheduled the production within two (2) years from the purchase date, the entitlement to the video will expire. No refunds or credits will be issued for expired videos.
(ii) If a client’s contract with Promote UK expires and the purchased video has not yet been produced, the entitlement to the video will also expire at the end of the contract term. No refunds or credits will be issued for unproduced videos in this instance.
2.62. Following completion, the draft Business Video will be emailed by the VPP to the Customer. There will then be a five working day review period during which the Customer may request reasonable one-off minor amendments to the Business Video free of charge. Any changes requested thereafter will be subject to additional charges.
2.63. The final Business Video may contain a PUK watermark and feature the PUK logo at the beginning and end. PUK also reserves the right to include a short (no longer than 5 seconds) advertisement pre and post rolling of the Business Video. PUK may host and stream the Business Video on its own website and, at its absolute discretion, may license the same to be displayed on the website of any other third party provider with which PUK has dealings. This Business Video will also be added to a Website created by PUK
2.64. Any Business Videos and all copyright and related intellectual property rights therein (except any underlying copyright or other intellectual property rights, which will have been licensed to PUK will remain the exclusive property of PUK. Customers are free to use the Business Videos wherever they wish during the term of the contract provided that the Business Videos remain in their originally produced format. They may not be re-edited and the PUK logo credits may not be removed unless specific written authority has been granted by PUK by one of its directors. Customers have the right to promote their Business Video link (URL) on any marketing materials and, subject to the foregoing, may also display, publish or disseminate the Business Video in any way they see fit.
2.65. Where the Customer grants any license relating to the Business Video to a third party, it shall be upon the same terms as PUK’s license to the Customer and shall, in particular (but without limitation) include provisions that the Business Video shall only be used if the PUK’s logo credits are included.
2.66. All Business Videos are subject to an annual hosting fee. The hosting fee for the first 12 months is included within the charges for the production of the Business Video.
2.67. Upon expiry or termination of the Customer’s Contract with PUK, any links to the Business Video under the control of PUK will be disabled; the Customer is required to disable any links to the Business Video within its power or control; and any rights relating to the Business Video granted by PUK will be withdrawn. In such circumstances, Customers may purchase a license to use the Business Videos on third party websites for a one off cost, providing that the Business Videos remain in their originally produced format. Under no circumstances may the Business Video be re-edited or the PUK logo credits removed.
2.68. The Customer is entirely responsible for organising via the VPP timings and (if required) access for the production of the video. PUK cannot be held responsible for any delay in filming and/or completion of the video due to non-cooperation with the VPP by the Customer.
2.71. Configurations: PUK set up Google Analytics (GA) and Google Tag Manager (GTM) capabilities to track the performance of the customers SEO package (cookie consent, call tracking and form interactions).
2.72. Custom Configurations: Customers cannot request custom GTM or GA configurations beyond those mentioned in 2.71
2.73. Editing Access: The customer is prohibited from editing GA or GTM settings to maintain data integrity. PUK can provide viewing access to analytics reports for clients upon request.
2.74. Third Parties: Viewing access to analytics is limited to the signee's email address or designated contacts as agreed on the Welcome Call. PUK will not grant access to third parties. PUK will not be held responsible or assist with any third-party campaigns. All communication regarding GA and GTM needs to come directly from the signee or designated contacts as agreed on the Welcome Call.
2.75. Other Accounts: PUK will not assist with any GA or GTM accounts not created by PUK.
2.76. Code Integration: Third party provided code can be integrated into the website's script upon request. PUK is not held liable for any issues arising from the integration, including but not limited to third party codes not pulling through correctly.
2.77. Google Ads: Our services do not cover Google Ads tracking and analytic information.
2.78. Analytics Data: PUK reserve the right to store GA, GTM and Search Console data whilst the codes are active on the customers website. PUK will not transfer the ownership of GA, GTM or Search Console accounts during the contract or once the contract is terminated.
3. PAYMENT OF THE FEES
3.1. Where the Fees set out on the Order Form include those expressed to be initial set up fees, the Customer shall pay that element of the Fees on entering into the Contract. Where the Fees set out on the Order Form include those expressed to be monthly set up or service provision fees, the Customer shall pay those elements of the Fees monthly in advance by direct debit unless otherwise specifically agreed by PUK. In the event that, for whatever reason, PUK do not obtain any of the agreed instalments by direct debit from the Customer when due as stated on the order form, PUK can without notice or demand declare the entire amount due under the terms of the Contract as payable immediately. PUK reserves the right to charge for additional administration which shall be payable immediately, in addition to the full amount outstanding.
3.2. All payments made shall include value added tax at the prevailing rate.
3.3. PUK reserves the right to increase its service provision fees, on certain market controlled services only, at any time, subject to 30 days’ notice of such an increase sent electronically to any email address that PUK have for the Customer or by post to the Customer’s registered postal address.
3.4. The Customer shall pay all amounts due to PUK in full without any deduction or withholding and shall not assert any credit or set-off or counter claim against PUK in order to justify the withholding of the whole or part of any such amount. If any Fees become overdue for payment PUK may claim interest, (both before and after judgment) at a daily rate of 4% above the Bank of England base rate on any outstanding amount until all Fees are received, together with the costs of recovering payment, including any incurred by a debt recovery agent.
3.5. The Customer shall not be entitled to withhold payment, in full or in part for any bookings of Products or Services accepted by PUK, by reason of the fact that PUK is prevented from publishing(or continuing to publish) such Products or services in whole or in part by any court of competent jurisdiction or does not publish or ceases to publish such Products or services in consequence of any actual or threatened legal proceedings or by order or request of any regulatory body or generally recognised industry or internet watchdog organisation or for any other valid reason. The Customer shall immediately on demand reimburse PUK with any costs incurred by PUK in connection with such legal or other proceedings.
3.6. In the event that fees are not paid by the Customer, PUK reserves the right to suspend or delete all or part of the services supplied to the Customer with immediate effect, and (as stipulated in 3.1) PUK can without notice or demand declare the entire amount due under the terms of the contract as payable immediately.
3.7. PUK offer no Right of Offset in line with section 4.3. of the terms of business, except where permission is expressly given by PUK to the Customer in writing. For the avoidance of doubt, in the event that a Customer has more than one live contract with PUK any monies due on either contract may not be offset from one contract to another, save those whereby the customer is renewing a multi and/or regional and/or national programme and if applicable is permitted to receive a pro-rata refund for early renewal on an order within their programme.
4. TERM, RENEWALS AND TERMINATION
4.1. Subject to the rest of Clause 4, the term of the Contract will be as set out in the Order Form.
4.1.2. In the event that the Customer Contract is cancelled by the Customer mid-term, and the Customer wishes to transfer the website files to another provider, then PUK reserves the right to charge for this service. Requests of this nature must be put in writing by the Customer, and will only be considered once all outstanding monies due up until the end of the contract have been paid in full.
4.2. PUK's Products and Services are, where appropriate, subject to a minimum contract period which is based on the specific product chosen and is for a length of 12 months, from the date stated on the Customer Order Form.
4.3. By signing the Order Form the Customer agrees to and understands that PUK offer no part or full refund policy and in any event has no cancellation policy.
4.4. PUK may terminate the contract with immediate effect by giving notice to the Customer in the event that they are in breach of these terms. PUK will give written notice to the Customer specifying the breach, and the steps required to remedy it. In the event that the said breach has continued unremedied for a period of 5 days, PUK can without notice or demand cancel the customer contract and declare the entire amount due under the terms as payable immediately. The Customer hereby agrees and expressly authorises PUK to charge the Customer’s credit/debit card with the full amount owed without further recourse to the Customer.
4.5. The termination of the Contract (for any reason) shall; (i) be without prejudice to any other rights or remedies which PUK may be entitled to under the Contract or at law; (ii) not affect any accrued rights or liabilities which PUK may then have; and (iii) not affect the coming into or continuance in force of any provision of the Contract which is expressly or by implication intended to come into or continue in force after such termination.
4.6. PUK reserves the right to cancel the customer contract in the event of intimidation, abusive or physical behaviour that takes place directly or indirectly with PUK employees, and declare the entire amount due under the terms as payable immediately as per point 4.4. PUK also reserves the right to cancel the Customer Contract in the event that the actions of the Customer could lead to PUK having reputational damage.
4.7. In the event that the Customer Contract is not renewed by the Customer, PUK reserves the right to suspend or delete all or part of the services as provided to the Customer by PUK. The account will then remain on the server for an additional three (3) months, after which it will be permanently terminated and removed from the server. It is the client’s responsibility to ensure any necessary backups are made before the file deletion date, as PUK will not be responsible for any data loss after these time frames.
4.8. In the event that the Customer Contract is not renewed by the Customer, and the Customer wishes to transfer the website files to another provider, then PUK reserves the right to charge for this service, a request in writing must be sent to PUK client retentions who have 28 working days to confirm the cost of any such transfer, furthermore PUK will transfer the website files within 7 working days upon receipt of full payment.
4.9. In the event that the Customer Contract is not renewed then PUK will send an email to the Customer that gives them the opportunity to opt in or out of a monthly hosting only package which includes email(s) and domain(s) but not the management of amendments. In the event that the Customer does not respond to this communication then the Customer will be auto-renewed on the date of expiration for the hosting only package and associated services. Hosting only charges apply from the month that the Customer’s contract expires. The Customer will be invoiced for these services in line with PUK’s annual ‘hosting only’ rate card packages which are charged in-line with the current rate card’s single, multi, regional and national account hosting only pricing. In the event that the Customer opts out of this package, then the transfer of the domain and associated services will only proceed following payment of any monies outstanding. PUK also reserves the right to charge for the transfer of the website files.
4.9. (i) If the customer chooses not to renew their package and downgrades to a hosting-only or website-only package, certain SEO features will be blocked. These blocked features include search engine indexing, optimization, keyword tracking, and off-page optimization for inner pages. Downgrading may affect the visibility and ranking of inner pages. To restore full SEO functionality, the customer must upgrade their package. By accepting this condition, the customer agrees to comply with it, understanding that non-compliance or failure to renew may result in limited SEO capabilities.
4.10. In the event that the Customer has a multi and/or regional and/or national programme, and they do not renew an order within their programme, then their multi and/or regional and/or national programme cannot expire until the renewal date of the last designated order based on date signed, however hosting package fees will apply for all non-renewed orders within the Customer’s programme, and these will apply from the month that the order expires through to the expiry of the Customer’s final live order. Failure to pay the due hosting only fees within 7 days of the date of expiry of the order will result in the multi and/or regional and/or national programme being suspended in its entirety.
4.11. In the event that the Customer or a Third Party Provider of the Customer owns the domain name and/or hosting, and they transfer (or amend the access details to) the domain name and associated website files during the contract without written authorisation from PUK, then all outstanding monies due up until the end of the contract must be paid within 7 working days. Failure to pay will lead to further charges applying and an External Debt Collection Agency will be instructed. PUK also reserves the right to charge for the transfer of the website files.
4.12. In the event that a company enters into liquidation or is officially dissolved, then the terms of the contract and associated services become null and void, subject to no monies being outstanding. The official signatory of the order will be given the option to receive the website domain and associated files in accordance with section 4.1.2.
5. LIMITATION OF LIABILITY
5.1. Except as expressly provided in this Contract, PUK gives no warranty in relation to the provision of services under this Contract and all warranties, express or implied, are excluded.
5.2. PUK does not limit or exclude liability for death or personal injury caused by negligence.
5.3. Subject to clause 5.2, PUK’s entire liability to the Customer arising out of or in connection with the Contract, including without limitation breach of contract, misrepresentation (except where fraudulently made) and tort (including negligence), is limited to the amount of the Fees paid by the Customer under the Contract in the preceding 12 months.
5.4. Subject to clause 5.2 and notwithstanding the generality of this clause, PUK expressly excludes liability for any indirect, special, consequential or economic loss or damage which may arise out of or in relation to the Contract between PUK and the Customer, whether arising from any failure to publish the Products or Services or host the Business Video in accordance with the Order Form in a timely manner or at all, or otherwise, and for any loss of profits, revenue, anticipated savings, business, contracts, production or goodwill even if PUK has been advised as to the possibility of such damages.
5.5. In addition, without limiting the foregoing, PUK shall not be liable for any loss, damage or delay howsoever arising caused by events which are not reasonably foreseeable or by circumstances outside its reasonable control, including without limitation governmental action, natural disaster, insurrection, riot, explosion, failure of infrastructure or power suppliers, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown, the failure of third parties to provide necessary or desirable services or other reasons which result in the prevention or delay of its performance under the Contract. PUK shall be excused from such performance to the extent of such prevention or delay.
5.6. Save as specified in this clause, PUK shall not be responsible for any error in the placement of, or failure to place, any Products or Services on PUK’s website or with any Third Party Provider. If PUK fails to publish any Products or services, provided for in the Order Form or in the event of any other failure, technical or otherwise, of such Products or Services to appear as provided for in the Order Form, PUK’s liability will be limited (at the option of PUK) to either:
(i) Adopting a change of performance strategy to generate substitute rankings and/or website traffic, by using Google My Business and/or paid search advertising and/or any other search engine performance products or techniques, or;
(ii) Extend the contract term until the optimum number of Keywords achieve page one rankings.
5.7. PUK will use reasonable skill and care in performing its duties hereunder but subject there to:
(i) PUK hereby excludes any warranty, express or implied, as to the performance, quality, accuracy or fitness for a particular purpose of PUK or of any of the contents of its website or any other promotional material;
(ii) PUK will not be liable for any losses or damages arising (whether in tort (including negligence), contract or otherwise directly or indirectly as a result of use of the PUK website or in connection with Products or Services on PUK’s website including without limitation from any technical malfunction, computer error, defect in software, loss of data or other damage or disruption to listings;
(iii) PUK makes no warranty that the contents of its website or any Product produced are free from infection by viruses, worms or trojans or anything else that has contaminating or destructive properties; and
(iv) certain links on PUK may lead to resources located on servers maintained by third parties over whom PUK has no control and PUK accepts no liability arising from access to or use of any material contained on those servers.
5.8. Each of the provisions of this clause 5 is to be construed separately and independently of the others, and if any provision of this clause 5 (or any other clause herein) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this clause 5 (or any other clause herein) which will remain in full force and effect.
6. LICENSES, CUSTOMER REPRESENTATIONS AND INDEMNIFICATION
6.1. The Customer warrants and represents that it is the owner of or is licensed to use the entire contents and subject matter contained in its Customer Content, advertising and information, including, without limitation,
(i) the names and/or pictures of persons;
(ii) any copyright in the material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services, or any other intellectual property rights; and
(iii) any testimonials or endorsements contained in any Customer Content submitted to PUK.
6.2. In addition, the Customer warrants and represents to PUK that:
(i) It has the right to publish all of the contents of the Customer Content submitted pursuant to the Order Form, and can grant to PUK such right, and that such publication will not breach the confidence or rights of privacy of, or, without limitation, infringe the copyright, database rights, trademark rights, patent rights, moral rights or any other intellectual property rights of any third party;
(ii) It has complied with the codes of practice issued by the Committee of Advertising Practice in the UK, including, without limitation, the British Code of Advertising, Sales Promotion and Direct Marketing, and all other relevant codes under the general supervision of the Advertising Standards Authority or any other relevant authority;
(iii) The Marketing Products either: (a) does not constitute a financial promotion within the meaning of the Financial Services and Markets Act 2000 (“the Act”); or (b) has been approved by an “authorized person” within the meaning of the Act or is otherwise permitted under the Act or another applicable law and the Customer has expressly notified PUK in writing of this;
(iv) It does not collect or use personal information through its Products or Services without permission from the user and shall at all times comply with the Data Protection Act 1998 (the Customer may not combine, co-mingle, compare or match any information that it legally collects via its Products or Services with any personal information, click-stream or cookie information that it may have); and
(v) Where it is required by law that a license or other express permission is required for it to operate its business and/or to advertise, the Customer is so licensed or permitted and will be throughout the term.
6.3. Further the Customer warrants and represents and undertakes that the Customer content, and any linked content:(a) will not contain anything that is indecent, obscene or unlawful;(b) will comply will all applicable law;(c) will not contain any defamatory, false, misleading or untrue material or material which abuses, harasses, threatens or is otherwise offensive to any other person;(d) will not contain any material which could potentially harm the reputation of PUK.
6.4. The Customer hereby expressly grants to PUK:
(i) a non-exclusive, world-wide right to use, reproduce, publicly display, and distribute the Products and Services in accordance with the Order Form and these Terms and warrants that the Customer has the right to grant such licence;
(ii) the express right to reproduce without limitation, Customer Content, screen shots of the Products and services supplied to the Customer by PUK, video, review comments, business descriptions and other business information and any content of the Customer’s website on or in any promotional or advertising material or campaign promoting or advertising PUK.
6.5. In consideration of PUK’s acceptance of and preparation of such Products and Services, the Customer agrees to indemnify and hold PUK and PUK’s employees harmless against any and all claims actual or of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry advertising codes or sales practices), damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or in connection with:
(i) any Customer Content or Linked Content,
(ii) PUK’s proper performance under the Contract, and
(iii) the copying, printing, distributing, or publishing of the Products and Services by PUK.
6.6. The Customer represents and warrants that it contracts with PUK as principal, and has the authority to do so, notwithstanding that the Customer may be acting as an advertising agency or media buyer or in some other representative capacity.
7. CONFIDENTIALITY
7.1. The provisions of the Order Form and all communications passing between the Customer or any of its agents and PUK are confidential and must not be disclosed to any third party except: (a) by either party to its qualified accountants or legal advisers; or (b) as otherwise agreed by the parties in writing or as otherwise required by law, by any government authority, court order, or other regulatory body. In addition, in connection with their discussions, the Customer may have received and may in future receive from PUK certain valuable technical and non-technical information and materials relating to PUK and its business, which is confidential and proprietary to PUK. The Customer agrees to preserve the confidentiality of information belonging to PUK.
7.2. The Customer must not, and must ensure that any agent or person acting on its behalf does not, make any public announcement in respect of the Order Form or the relationship between the parties without the prior written consent of PUK. For the avoidance of doubt, the foregoing prohibition includes public announcements by any third party acting on behalf of the Customer and any communication that the Customer knows will or is likely to be made public.
8. PRIVACY POLICY
8.1. We do not store credit or debit card details nor do we share customer details with any 3rd parties.
9. USE OF DATA
9.1. The Customer agrees and acknowledges that PUK (or representatives or agents of PUK) will collect personal data supplied by the Customer, including contact details such as names, addresses, telephone numbers and e-mail addresses, and that PUK may use and retain any personal data supplied by and relating to the Customer for the purposes set out in the Contract.
9.2. The Customer agrees that PUK may use any Customer address or e-mail address for the purpose of contacting the Customer about PUK’s products and services.
10. COPYRIGHT AND INTELLECTUAL PROPERTY
10.1. The entire copyright and any other intellectual property rights in the Customer Content (save those licensed to PUK) shall remain the exclusive property of the Customer.
11. GENERAL
11.1. All notices to be given under the Contract shall be in writing either by email or by first class post to the email or postal address on the Order Form or subsequently notified to the other party. Any notice given which is sent by post shall be deemed to have been received two days after posting.
11.2. This Contract, incorporating the Order Form, these Terms (and any other relevant PUK terms), constitutes the entire agreement between the Customer and PUK in relation to the Products, Services including Business Video. No addition to or modification of this Contract shall be valid unless it is in writing and signed by a duly authorised representative of the Customer and a Director of PUK.
11.3. No person has any rights under this Contract save as may be set out in it and the parties agree that the Contracts (Right of Third Parties) Act 1999 is excluded.
11.4. The placing of an Order Form for the development of Products or Services shall amount to an acceptance of these Terms and any conditions stipulated on an Order Form or elsewhere by an agency or a Customer shall be void in so far as they are in conflict with them, unless agreed in writing by a Director of PUK.
11.5. The Customer may not assign the whole or any part of its rights or obligations under this Contract without the prior written consent of PUK. PUK may assign or subcontract the whole or any part of its rights or obligations under this Contract without restrictions.
11.6. Nothing in the Contract shall create, or be deemed to create, a partnership or joint venture between the parties or the relationship of principal and agent between the parties.
11.7. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, of dealing with, and no partial exercise of any right or remedy hereunder shall constitute a waiver of such or any other right or remedy, or the future exercise thereof.
11.8. This Contract shall be governed by and construed in accordance with English law and the Customer and PUK submit to the non-exclusive jurisdiction of the English courts.
