1. Definitions and interpretation
1.1 In the Agreement:
- Affiliate means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual.
- Agreement means the agreement between the Company and the Customer incorporating these Web Marketing Terms and the Proposal, and any amendments to it from time to time.
- Business Day means any week day, other than a bank or public holiday in England.
- Business Hours strictly means between 08:00 and 16:00 on a Business Day.
- Charges means the amounts payable by the Customer to the Company under or in relation to the Agreement, including expenses, calculated in accordance with Clause 7.
- Company means Better Ranking trading as betterranking.co.uk having its office at 128 City Road, London, EC1V2NX.
- Confidential Information means any information supplied by one party to the other party marked as confidential, described as confidential or reasonably understood to be confidential.
- Control means the legal power to control, directly or indirectly, the management of an entity.
- Customer means the customer for services under the Agreement as specified in the Proposal.
- Effective Date means the date when the Company commences the campaign, following the Customer’s acceptance of the Proposal and these Web Marketing Terms.
- Force Majeure Event means an event or series of related events outside the reasonable control of the party affected, including internet failures, hacker attacks, malicious software, power failures, industrial disputes, legal changes, disasters, explosions, fires, floods, riots, terrorist attacks and wars.
- Rate means the Company’s fees as specified in the Proposal and as updated after the end of the Minimum Term by the Company giving at least 30 days written notice.
- Intellectual Property Rights means all intellectual property rights anywhere in the world, registered or unregistered, including copyright, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, utility models, semiconductor topography rights and design rights.
- Minimum Term means the period defined starting on the Effective Date.
- Personal Data has the meaning given to it in the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679.
- Proposal means the proposal document issued by the Company detailing the scope of the Services and related matters.
- Services means marketing services relating to the Website, as detailed in Clause 3.
- Term means the term of the Agreement.
- Website means the website or websites specified in the Proposal.
- Year means a period of 365 days, or 366 days where applicable, starting on the Effective Date or an anniversary of the contract start date.
1.2 In the Agreement, a reference to a statute or statutory provision includes that statute or provision as modified, consolidated and re-enacted from time to time and any subordinate legislation made under it.
1.3 Clause headings do not affect interpretation.
1.4 The ejusdem generis rule is not intended to be used in interpretation of the Agreement.
2. Term
This agreement shall continue for the Minimum Term from the Effective Date. It shall continue for the Minimum Term and thereafter automatically renew for further durations the same length as the Minimum Term on the anniversary of the Effective Date until one party gives the other party written notice to terminate in accordance with Clause 13.
3. Services
3.1 From contract start date, the Company will promote the Website. Promotion may include some or all of the following Services:
- Modification of the Website including text, images, pages, meta-tags, titles, mark-ups, style sheets, scripts, links and structure.
- Paid and unpaid submission of the Website to search engines and directories.
- Creation and publication of material relating to the Website on other websites.
- Drafting and issuing electronic press releases.
- Link building.
- Internet advertising including pay-per-click, pay-per-view, banner advertising and other paid internet advertising.
- Implementation and utilisation of affiliate marketing programmes.
- Management and operation of an email marketing programme.
- Other website promotion techniques known at the date of the Agreement or discovered later.
3.2 At regular monthly intervals during the Term, the Company will provide the Customer with written reports about the Services provided.
3.3 Where Website Hosting Services are provided via a third-party hosting provider, the Customer remains solely responsible and liable for compliance with applicable privacy and personal data protection requirements. The Customer remains data controller of any such personal data. In limited access cases, the Company does not become controller, processor, sub-processor or receiver of such data. The Customer remains responsible for organisational and technical security measures and for any breaches, incidents or similar violations.
4. Customer Responsibilities
4.1 The Customer will provide to the Company:
- The ability to access and make changes to the Website.
- Assistance in determining appropriate keywords and keyword phrases.
- Direct access to analytical data concerning the Website.
- All other cooperation, information and documentation reasonably required for provision of the Services.
4.2 The Customer is responsible for procuring any third-party cooperation reasonably required for provision of the Services.
4.3 The Customer is responsible for obtaining suitable licences of third-party software required for full use of the Services.
5. Legality
5.1 The Customer must not use the Website to host, store, send, relay or process any material, or for any purpose, that is unlawful, illegal, fraudulent, breaches applicable laws, regulations or codes, infringes third-party rights, or may give rise to legal action against the Company, the Customer or any third party.
5.2 The Customer warrants that any marketing list provided to the Company will have been collected and collated in accordance with all applicable laws and regulations, and its use by the Company will not breach law, infringe third-party rights or give rise to any cause of action.
5.3 Where the Company reasonably suspects a breach of Clause 5, it may suspend any or all Services and/or the Customer’s access while investigating.
5.4 Any breach of Clause 5 is deemed a material breach of the Agreement.
5.5 The Customer indemnifies the Company against liabilities, damages, losses, expenses and costs arising directly or indirectly from any breach or alleged breach of Clause 5.
6. Intellectual Property Rights
6.1 The Customer grants the Company a non-exclusive licence to use the Website to the extent required for the Company to perform its obligations and exercise its rights under the Agreement.
6.2 All Intellectual Property Rights in works arising in connection with performance of the Services by the Company will be the property of the Company. Where the Company modifies the Website in the process of providing the Services, the Company grants the Customer a non-exclusive royalty-free licence to use such modifications in connection with the Website.
7. Charges and payment
7.1 The Customer will pay Charges equal to the monthly fee outlined in the Proposal plus any expenses incurred by the Company in providing the Services, passed on at cost.
7.2 The Company will confirm that Charges in respect of Services provided in any period do not exceed the monthly fee outlined in the Proposal for that period.
7.3 If the Customer reduces or ceases its paid media budget during the Minimum Term or Renewal Term, Charges still apply.
7.4 The Company will issue invoices monthly in advance unless otherwise outlined in contract terms.
7.5 The Customer will pay Charges within 30 days of invoice date. If the Customer has an insufficient credit rating, zero-day terms and a direct debit mandate may be required.
7.6 All Charges are exclusive of VAT unless context requires otherwise.
7.7 Charges must be paid by direct debit, bank transfer or cheque using payment details notified by the Company.
7.8 If the Customer does not pay any amount properly due, the Company may charge statutory interest, claim statutory compensation, restrict or cease services, and require payment by direct debit if defaults are repeated.
7.9 The Company will keep evidence of expenses during the Term and for 3 months after, and will supply records within 30 Business Days of a written request.
7.10 Initial payments, deposits or setup fees are non-refundable and cover administration, preparation and proposal development time whether or not the full project proceeds.
8. Warranties
8.1 The Customer warrants that it has the legal right and authority to enter into and perform its obligations under the Agreement.
8.2 The Company warrants that it has the legal right and authority to enter into and perform its obligations and will do so with reasonable care and skill.
8.3 The Customer acknowledges that search engine algorithms change, results may take months, website promotion is ongoing, customer or third-party alterations may reverse work, promotion may require higher traffic and bandwidth, and rankings and traffic may decrease as well as increase.
8.4 The Company does not warrant that any particular results will be achieved. Any targets indicated are not warranted and failure to meet them will not be a breach.
8.5 All liabilities and obligations are expressly set out in the Agreement and no other terms are implied.
9. Limitations and exclusions of liability
9.1 Nothing in the Agreement limits or excludes liability for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation, any liability not permitted under law, or any liability that may not be excluded under applicable law.
9.2 The limitations and exclusions in Clause 9 and elsewhere govern all liabilities arising under or in relation to the Agreement, including contract, tort and statutory duty, and apply to express indemnities.
9.3 to 9.8 The Company is not liable for loss of profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities, goodwill, reputation, data, databases, software, special, indirect or consequential loss, or losses arising from a Force Majeure Event.
9.9 Each party’s liability in relation to any event or series of related events will not exceed the greater of £1000 and the total amount paid or payable by the Customer under the Agreement during the 12 months immediately preceding the event.
9.10 Each party’s aggregate liability under the Agreement will not exceed the greater of £1000 and the total amount paid or payable by the Customer under the Agreement.
10. Data protection
10.1 The Customer warrants it has the legal right to disclose all Personal Data provided to the Company and that processing by the Company in accordance with the Agreement will not breach applicable laws.
10.2 Where the Company provides services as a data processor, it will comply with the specific GDPR requirements applicable to processors.
10.3 The Company warrants it will act only on Customer instructions in relation to Personal Data processed on behalf of the Customer and that it has appropriate technical and organisational security measures in place.
11. Confidentiality
11.1 Each party will keep confidential the other party’s Confidential Information and will not disclose it except as expressly permitted.
11.2 Each party will protect confidentiality using at least reasonable security measures.
11.3 Confidential Information may be disclosed to employees and professional advisers who are legally bound to protect confidentiality.
11.4 Confidentiality obligations do not apply where information is public other than through breach, already known to the receiving party, or required to be disclosed by law or competent authority.
12. Publicity
We reserve the right to use the company name and website address in promotional material unless a written request for confidentiality is provided by the customer.
13. Termination
13.1 Either party may terminate by giving at least 30 days written notice. Notice may be given during the Minimum Term or Renewal Term, but termination will not occur until the end of the relevant Minimum Term or Renewal Term.
13.2 Either party may terminate immediately by written notice if the other party is dissolved, becomes insolvent, is subject to appointment of an administrator or similar, has a winding-up order made, or where an individual dies, becomes incapable of managing their affairs, or is subject to bankruptcy proceedings.
13.3 The Customer may terminate before expiry of the Minimum Term or Renewal Term by paying 85% of the fees payable for the remainder of that term, being a reasonable pre-estimate of the Company’s loss.
14. Effects of termination
14.1 Upon termination, all provisions cease except those expressly stated to survive, including Clauses 1, 5.5, 7.7, 9, 11, 14 and 15.3 to 15.12.
14.2 Termination does not affect accrued rights, including accrued rights to be paid.
14.3 If the Customer terminates under Clause 13.2, and only in that case, the Customer will be released from obligations to pay for Services due after the effective termination date, calculated by reasonable methodology.
14.4 Except as provided in Clause 14.3, the Customer will not receive any refund of Charges on termination and remains obliged to pay Charges relating to the relevant Minimum Term or Renewal Term.
15. General
15.1 Notices must be in writing and delivered personally, by pre-paid first-class post or by email to the relevant address given in the Proposal or later notified.
15.2 Notices are deemed received at the relevant time set out in the Agreement, adjusted to Business Hours where applicable.
15.3 to 15.12 The Agreement covers waiver, severability, no partnership or agency, variation only in writing, assignment and subcontracting rights, further assurance, no third-party rights, entire agreement, exclusion of reliance on misrepresentation, and governing law and jurisdiction of England and Wales.
16. Insurance
Umbrella Rank Limited is fully covered and insured for potential claims or liabilities connected to provision of the Services.
- Professional indemnity: £1m, worldwide excluding USA/Canada.
- Public / product liability: £5m, UK.
- Cyber liability: £250k, worldwide.
17. Domain Renewals and Expirations
17.1 We manage domain names on your behalf subject to the terms, fees and renewal methods of the relevant registrar. You must keep contact details current.
17.2 We track domain expiration dates and will take steps to renew before expiry where possible.
17.3 We may use registrar auto-renew features and you agree to keep payment and account details current.
17.4 Registrars normally send renewal reminders around one month and one week before expiry. We monitor these notices and notify you if action or information is required.
17.5 If a domain expires under our management, we will attempt renewal or restoration where registrar policies allow. Redemption fees may apply and will be passed on at cost if restoration is requested.
17.6 We can coordinate transfer of an expired domain where possible. If a domain is in Redemption Grace Period, it must usually be restored through the current registrar first.
17.7 If you have paid for renewal and the domain remains inactive, notify us immediately so we can investigate.
17.8 After expiration, domains typically pass through grace periods before becoming publicly available again. Timely renewal remains your responsibility to avoid service interruption.
18. Hosting Services
18.1 Hosting Services refers to provision of website hosting, email hosting where included, server storage and related infrastructure as agreed between provider and client.
18.2 The monthly fee for Hosting Services is £8, or other agreed amount, payable in advance via the payment method specified at signup.
18.3 Hosting Services run on a monthly rolling subscription starting from the payment date. Cancellation is effective at the end of the paid-up period, and failure to cancel within 30 days of notice of changes means the subscription begins at the new rate.
18.4 On cancellation or termination, the provider will supply a full backup of the website and relevant transfer or access codes where applicable. The provider is not liable for data loss after transfer or downtime during migration.
18.5 Hosting is provided as-is on third-party infrastructure. Liability for downtime, data loss or service issues is limited to the value of hosting fees paid for the preceding 12 months, or the current month where applicable.
18.6 The client must not use hosting for unlawful, infringing or harmful content and remains responsible for compliance with applicable data protection laws.
18.7 The provider may update Hosting Terms or fees on at least 30 days’ notice by email, and continued use constitutes acceptance.
18.8 These Hosting Terms are governed by the laws of England and Wales, with disputes first addressed through good-faith negotiation and then submitted to the jurisdiction of the English courts.
End of Terms.