“Service” Work carried out by us for you, and facilities provided by us to you or for your use.

“Report” Exclusively: a document generated by us, intended to provide an overview of Positions.

“Reporting Point” A point in time at which a Report is generated.

"Term" From the date of receipt of the valid and signed Service Contract to the date upon which the Contract is terminated.

"Login Details" The username and password provided by us to you for the purpose of allowing you access to our online Searchphrase Form.  Alternatively the form may be emailed to you.

“Core Service” As detailed in the clause headed “Core Service”.

“Refund Period” The period of time between:

A Reporting point more than 16 weeks after submission at which a Report is generated which shows fewer than the guaranteed number of Positions

and

the first subsequent Reporting point at which a Report is generated which shows at least the guaranteed number of Positions.

Schedule

(In no particular order)

2 Provision of Service

2.1 You shall do all things and provide all such information as is reasonably required for us to provide the Service(s) in accordance with the Contract.

2.2 We reserve the right to suspend any or all of our services in the event of non-payment of any overdue invoice (pro-forma or otherwise). Such suspension of services (in whole or in part) also suspends all of our obligations to you (whether or not directly related to the portion(s) of services suspended), but all of our rights, as well as all of your obligations to us, in the matter of payment or any other matter, remain in full force and effect. If any services provided by us are suspended or ceased because of your non-payment or because of any breach of contract on your part, we have the right to charge you a restitution fee of £100 plus VAT, should you wish us to continue to provide the service and should we agree to do so.

2.3 We may change the technical specification of the Service at any time, with a view to improving the Service.

2.4 We have the right to deny Customer Support to you if you fail to demonstrate to our representative upon receipt of a phone call or e-mail from you that you are indeed our customer and therefore authorised to request that changes be made on your account. You acknowledge that it may not always be possible for us to guarantee that breaches will not occur and therefore agree to cooperate with our staff in their requests for Client authentication.

2.5 You hereby agree that we may record and/or monitor communications between our respective parties for quality and contractual purposes.

2.6 The competition for viable search engine positions in some market sectors is extraordinarily strong, and success is very often only made possible by the expenditure of a very large amount of money and/or being a large organization with many affiliates. People who do not spend a very large amount of money are likely to struggle to compete, but because there are a great many factors which influence the attainment of positions in a given search engine, and because these factors change frequently, it is not necessarily impossible for a promotion in such a market sector to return good results. We have attained results in competitive market sectors, for a minimal capital outlay, many times, but not sufficiently consistently for us to offer a strong guarantee. For this reason, should we consider your market sector to be abnormally competitive, we will offer a “trial service” instead of a Rank Pro service. The trial service will be offered to you at a significantly lower cost than that which we would accept for the Rank Pro service for the same website, were we to offer you such a service. The trial service is the same as Rank Pro with the exception that there exists no guaranteed or implied level of service, that is to say, we do not make any representation as to the number of positions, if any, we will attain for you and thus no refunds will be given irrespective of the number of positions attained, even if that number be zero. When taking a trial service you are employing us to do promotional work for you on an experimental basis and (always providing you meet your obligations) the act of preparation and submission of your website shall be our sole consideration in this agreement.

3 Payment

3.1 If payment is made by Credit Card or Debit Card, any surcharge levied against us for the acceptance of this type of payment will be passed on to you.

3.2 Payment by you of our invoice(s) is due within fourteen days of invoice (unless specified otherwise in the contract or on the invoice), whether the Charges are disputed or not, and is not conditional on any event having taken place other than the generation of an invoice.

3.3 If you are overdue with any payment(s), then without prejudice to our other rights and remedies, you shall be liable to pay to us: a flat fee of two hundred and fifty pounds, the costs of our solicitors, any court, travel and/or accommodation fees incurred by us in the course of attempting to extract payment from you and interest on the amount payable at an annual rate of 30%, which interest shall accrue on a daily basis, compounded monthly from the date payment becomes overdue until we have received payment of the overdue amount together with all interest.

3.4 If payment is made by Credit/Debit card, and any payment due under this agreement is reclaimed by you through the credit/debit card company as a “chargeback” or similar, we will oppose and recover the chargeback upon demonstrating to said company your legal liability for such payment. You will then be liable for a further charge of two hundred pounds, due immediately.

3.5 Subject to clause 3.4, if a credit card or debit card is on file with us, you acknowledge that we will automatically take payment via that device upon the generation of an invoice.

3.6 If you have chosen to pay by Credit/Debit card, Standing Order or Direct Debit, and payment due via such method is not received by us when it is due, irrespective of the reason for the non-payment, you will be liable to make the due payment in full within five days. If payment is not made within this time period, we reserve the right to withdraw any discounts that may have been offered and immediately invoice you for all Charges for the initial contract period, which must be paid exclusively by either bank transfer or by cheque.

3.7 The Subscription Fee is consideration exclusively for the Core Service.

3.8 Should you choose to pay for any ongoing fees by Standing Order or Direct Debit, the completed Standing Order or direct debit form must be returned to us within twenty-eight days from the beginning of the Term, otherwise we reserve the right to withdraw any discounts that may have been offered and immediately invoice you for all Charges for the initial contract period.

3.9 Where a product or service (excluding free Searchphrases) is offered under a promotion at a discounted price or for free for the first year, the product will be charged at the full price for all subsequent years, unless we choose to renegotiate the price with you.

4 Term

4.1 This Contract shall have an initial contract period of one year (unless otherwise specified by us in the Service Contract).

4.2 This contract may be terminated by either party by providing sixty days written notice with no termination earlier than the anniversary date unless one of the following events occurs, in which case either party may, by written notice to the other, terminate the agreement immediately: -

(a) Either party goes into liquidation or makes any arrangement or composition with its creditors or is otherwise unable to pay its debts within the meaning of Section 123 Insolvency Act 1986;

(b) Either party's ability to carry out its obligations under this Contract is prevented or substantially interfered with for any reason for a period in excess of two months (whether or not within the control of such party) including without limitation by reason of any regulation law decree or any act of state or other action of a government;

(c) We commit any material breach of any of our obligations under this Contract and fail to remedy such breach within thirty days of receipt of your notice specifying the breach.

4.3 Termination of this Contract does not affect the rights and liabilities of either party subsisting at the date of termination.

4.4 On termination of this Contract by either party for any reason, we may cease to provide all services to you with immediate effect. Irrespective of our decision, all Charges for the Service shall be due and payable in full immediately whether or not then due and you shall have no right to withhold or set off such amounts.

4.5 Should this agreement be terminated due to your breach of contract, however so arising, all Charges for the Term shall become due and payable in full immediately whether or not previously due and you shall have no right to withhold or set off such amounts.

4.6 There is no cancellation policy in place. Please note that cancellation is distinct from termination. Under the consumer protection (distance selling) Regulations 2000 we reserve the right to refuse cancellations or refunds under section (13), which states: "Unless the parties have agreed otherwise, the consumer will not have the right to cancel the contract by giving notice of cancellation pursuant to regulation 10 in respect of contracts for the supply of goods made to the consumers specifications or clearly personalised or which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly."

4.7 We will automatically renew your contract each year for a further 12 months after the initial contract period unless you notify us in writing at least sixty days prior to the end of the contract period instructing us to do otherwise.  The Subscription Fee and Quarterly fees are chargeable again each year at a price equal to the first years full price.

5 Confidentiality

5.1 You shall ensure that your employees, agents, and sub-contractors shall keep confidential and neither use nor disclose to any third party any material or information relating to the Contract and/or our business which you may acquire in the course of or in accordance with this Contract, with the exceptions that it may be disclosed where such information or material was in your possession and you had the full right to disclose it prior to the formation of the Contract between you and us, or where you are required to do so by law, or where you are disclosing it during the course of legal action between yourselves and us (instigated by either party), in which case disclosure may only be made to the court and to any expert witnesses retained during the course of such proceedings.

6 Force Majeure

6.1 Neither party shall be liable for any delay in performing or failure to perform its obligations 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 working weeks 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. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.

7 Liability

7.1 Nothing in this Contract shall restrict or exclude either party’s liability for fraud, death or personal injury.

7.2 We shall not be liable to you nor to any third party under this Agreement in contract, tort or otherwise for any direct or indirect loss of profit, anticipated savings, business, contracts, revenue, time, goodwill or loss of or harm to data or other content or for any other indirect or consequential loss.

7.3 Nothing in the Contract implies or is intended to imply that we are under a duty to scrutinise the contents of the Website or are liable for its contents. We are not a publisher for the purposes of any relevant legislation and perform no editing function in relation to the contents of the Website.

7.4 You acknowledge that we shall not be liable to you in respect of any loss or damage arising from your use of or reliance upon any advice or information provided by us.

7.5 Subject to the other provisions of this Clause, any liability we may have to you in contract, tort, or otherwise in connection with the supply or non-supply of the Services and this Agreement shall be limited in each calendar year to damages equal to the Charges paid by you in that calendar year.

7.6 You understand that we will not necessarily follow published search engine rules or guidelines. Rather, we shall promote you according to our experience, which you agree is our duty. We shall have no liability whatsoever should any search engine choose to penalise the Website in any way. We do not consider a penalty to be likely, but the risk is one which you agree to take entirely on yourself.

8 Intellectual Property Rights

8.1 All copyright, database rights, patents, trade secrets and other proprietary and intellectual property rights including all future intellectual property rights created by statute or otherwise and all information (including, but not limited to , all or any part of the following material: The Contract, the sales information, the code of the Webpages, the design of the Webpages, the Reports), which we may provide to you shall (as between the parties) at all times remain proprietary and confidential to us and you shall not acquire any such intellectual property rights or licence to such rights.

8.2 You are expressly forbidden to alter, duplicate, sell or otherwise transfer, the Webpage(s) or any portion of the code or the design of the Webpages.

8.3 You agree that you shall compensate us for any loss, damages and other expenses arising out of or in connection with any infringement of our intellectual property rights howsoever arising by you, your employees, agents and representatives.

8.4 Our intellectual property rights survive the termination of this Contract.

9 RankPro

9.1 You grant us exclusive authority for the Term to submit the Website to the Search Engines. You grant us full authority to conclude Contracts in relation to the Search Engines on your behalf with relevant third parties.

9.2 We are under no obligation to submit the Website or Webpages to any Search Engine which begins accepting Submission on a payment-only basis at any point during the Term.

9.3 Some search engines require payment on an ongoing basis for the maintenance of positions once they have been attained. All such payments must be made by you if you wish the positions to be maintained. All positions in such search engines will be considered for the purposes of this agreement to be present at all points throughout the Term, even if you have in fact allowed them to lapse.

9.4 We may, at our discretion, allow you to select one or more “Searchphrases” which each consist only of a single word. We will process these searchphrases as though they were normal searchphrases, with the exception that we shall not offer any guarantee as to the performance of the promotion with regard to these single-word searchphrases. In other words, should you choose to have single-word searchphrases comprise fifty percent of your total searchphrase entitlement, we would only guarantee (subject to the other provisions of this contract) fifty percent of your positions. This is not intended to imply that positions will be guaranteed for each of the remaining searchphrases.

9.5 If you fail to complete the Searchphrase form in accordance with the timescales outlined in this contract, then we may, at our discretion and without prejudice to our other rights and remedies, complete the Searchphrase form, in whole or in part, in a manner exclusively of our choosing, following which the Service shall continue as though the Searchphrase form had been completed by you. We are not obliged to do this.

9.6 Where a Rank Pro service is taken as a trial service, only the Core Service will be provided. No other features, such as the Service Level Guarantee, or Reports, expressed or implied as being part of or connected to the Rank Pro package, will be included.

9.7 Rank Pro is a promotional service, the nature of which is such that it has an effect – submission of the Website is inviting the search engines to include the Website in the listings, and it is our position, which you agree with by entering into this contract, that submission will give you a greater chance of positive results than dearth of submission. We do not ever request that a given search engine remove the Website from the listings. Because, due to the huge number of complex factors which influence such matters, it is impossible to determine or to estimate the level of positions a given Website would have had if our service not been applied to it, we expressly take no responsibility or liability for any reduction in the number, scope or effect of positions related to the Website at the end of the Term or during the Service period as compared to the number, scope or effect of any pre-existing positions. The Rank Pro service will affect the Website and the Webpages. For this reason, we will count positions related to the Website at any point during the service (whether or not such positions were known to be pre-existing) toward the fulfilment of our service level guarantee.

9.8 Whilst every effort will be made to take into account your wishes regarding the content and/or the appearance of the webpages, they are designed solely for the purpose of achieving satisfactory rankings in the Search Engines. As a consequence, we have full authority and control over the final design of the webpages. You may not reject the webpages, neither may you make any alteration to them.

9.9 You must:

(a) Ensure that the Website is not moved or deleted and remains constantly accessible to the Search Engines until the end of the Term.

(b) Complete the Searchphrase form within ten working days of receipt of the Login Details or email.

(c) When we are not hosting the web pages for you, place the Webpages on the Website in accordance with our instructions, and within 14 days of our sending them to you.

(d) Not make and ensure that no third party makes on your behalf any Submission of the Website or the Rank Pro Domain or the Webpages to the Search Engines for the Term.

(e)  Make any adjustments we require to your website in order to achieve Positions in accordance with our instructions.  We do not normally require any such adjustments but we reserve the right to do so.  You are required to back up your website prior to such adjustments so that it can be restored to its original state if required.  We may offer to make the adjustments for you. We accept no liability relating to such adjustments.

10 Core Service

10.1 Upon receipt of the Service Contract we will immediately, or within two working days, generate your invoice, submit the Website, begin work on the creation of the Webpages and provide you with Login Details which allow you the opportunity to complete a Searchphrase Form in the Online Members Area.  Alternatively we email you the Searchphrase form. The selected Searchphrases may not be altered except in accordance with this contract. Within approximately three weeks of the Searchphrase Form having been completed, we shall complete the initial creation of the Webpages. When the Webpages are completed, we shall provide them to you in order that you can place them on the Website or we will host them under our own domain name.  The decision of where the pages are hosted is ours.  We shall begin the submission of the Webpages within approximately 7 days of our receipt of your confirmation that the pages are available on the Website where applicable.

11 Service Level Guarantee

11.1 Always provided that you have fulfilled all your obligations and made no breach of contract (whether or not subsequently remedied), we guarantee that we shall perform the core service in accordance with the whole of this agreement, or provide you with a full refund of the Subscription Fee.

11.2 Always provided that you have fulfilled all your obligations and made no breach of contract (whether or not subsequently remedied), we guarantee that sixteen weeks after submission we will present a Report to you, which shows at least a number of Positions equal to the number of Searchphrases as outlined in the Service Contract.

11.3 At any Reporting Point more than 16 weeks after submission, should the guaranteed number of Positions not be present in the Report, then a Refund Period shall begin.  However, a refund period will not begin if any unpaid invoices are overdue.

11.4 At the end of the Term, we shall calculate the qualifying amount of any fee(s) already paid by you, which cover the Refund Period(s). You will be notified in due course of the pro-rata amount so calculated.

11.5 Once you have been notified of the calculated amount of any refund, you may invoice us for this amount within thirty days of such notification. Only invoices presented to us by you in strict accordance with this clause shall be settled by the Company. Failure to abide by this clause indicates your irreversible forfeit of any refund offered.

12 SearchPhrases

12.1 The purpose of Rank Pro is that we use our expertise to help you market your website to the proper audience and effectively use it as a selling or promotional tool. In some circumstances, the searchphrases (or derivatives thereof) you choose may be considered unsuitable for promotion by us because they are not sufficiently specific. If a phrase is very generic, we may consider it very unlikely that we will attain positions for it, or if positions are attained, that they will be held for any length of time, and thus we would be less likely to be able provide you with the appropriate level of service. Additionally, a very generic phrase, if prominently positioned in the search engines, may generate higher levels of visitors to the website than a more specific searchphrase, but research has shown that it will provide a very poor conversion rate of visitors to purchases. If you choose such a phrase, we may at our discretion replace it with a phrase of our choice but which is relevant to the Website – we will do this in order that more of your searchphrases will have a greater chance of attaining good positions, and provide you with more benefit. This phrase selection will not attract a charge.

13 Reports

13.1 Where detailed in the Service Contract, or if subsequently agreed in writing, we shall provide you with Reports on the Positions. The first Report will be generated within twelve weeks from the beginning of the Term. This is the first Reporting point. All reporting points after the first will be scheduled approximately three months apart on a quarterly basis from the first Reporting point until the end of the Term. In addition, we may institute a Reporting point at any time of our choosing, entirely at our discretion.

13.2 You may request extra reports in addition to those to which you are entitled. Each such report will be provided at a cost of fifty pounds plus VAT.

13.3 The Reports shall be presented in such a manner that they show Positions, and shall further detail for each listed Position which Searchphrase has attained the Position, in which Search Engine the Position is present, and whereabouts in the listing of aforementioned Search Engine the Position is present.

13.4 The Reports are the only acceptable sources from which the success or otherwise of the promotion will be determined.

13.5 On occasion, it may not be possible to generate the report in accordance with any previously stated timescale. You agree that a delay in the generation of your report of up to five working days is acceptable, and shall be taken, for all purposes of this contract, as though the report had been generated on the day on which it fell due. Any further delay for which we are responsible will entitle you to compensation in the amount of one three-hundred-and-sixty-fifth portion of the Quartely fee(s) already paid to us by you, for each day by which the delay is extended. Any payments so due to you shall be settled by us at the end of the Term.