Terms and Conditions
Website Use Terms
ACCEPTANCE OF WEBSITE TERMS
INFORMATION ABOUT US
www.duolink.co.uk is a website operated by Duo Link Limited (“us” “our” we”). We are registered in England and Wales with registration number 4479017 and have our registered office at c/o Garner Associates, Northwood house, 138 Bromham Road, Bedford, MK40 2QW.
ACCESSING OUR WEBSITE
We reserve the right to shutdown or amend the service we provide without notice and without liability.
You must treat your username and password as confidential and must not disclose it to any third party. We have the right to disable any use password at any time if, in our opinion, you have failed to comply with these Terms.
INTELLECTUAL PROPERTY RIGHTS
All copyright, trade marks and all other intellectual property rights in the site and its content (including without limitation the design, test, graphics, the arrangement thereof, all software and source codes connected with the site) are owned by or licensed to us.
In accessing the site you agree that you will access the content solely for personal, non-commercial use. None of the content may be downloaded, copied, modified, reproduced, transmitted, stored, sold or distributed without our prior written consent. You may print only off one copy and download extracts from the site for your personal reference and may draw the attention of others to material posted on our site.
The above is subject that the intellectual property rights in all 3rd party content (including but not limited to blogs, posts, reviews, etc) is not owned by us but is licensed to us for the purposes of publishing on our site. Accordingly, we shall not be liable for any such 3rd party content.
Any content you upload to our site will be considered non-confidential and non-proprietary and you grant us a licence to publish such content for the purposes of our site. Accordingly, we have the right to use, copy, distribute and disclose to third parties any such content for any purpose. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
RELIANCE ON INFORMATION POSTED
Commentary and content posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such content by any user, which is provided on an “as is” basis.
OUR WEBSITE CHANGES REGULARLY
We aim to update our site regularly and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the content on our site may be out of date at any given time, and we are under no obligation to update such content.
The content provided on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we hereby expressly exclude all conditions, warranties and other terms that might otherwise be implied by statute, common law or the law or equity.
We will not be liable for any claims, penalties, losses, damages, costs or expenses (including, without limitation, any indirect or consequential loss or loss of business opportunities or projects, or loss of profits) howsoever arising and whether in contract, tort or otherwise, from your use of any part of or inability to use any part of this site, or any of its contents, or from any action or omission taken as a result of your browsing the site or any such contents.
We have taken all reasonable endeavours to ensure the site is virus free, but we make no warranty that the functionality of the site will be uninterrupted or error free, that defects will be corrected or that the site or the server that makes it available are free of viruses or anything else that may be harmful or destructive.
Nothing in these Terms affects our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter.
INFORMATION ABOUT YOU AND YOUR VISITS TO OUR WEBSITE
UPLOADING CONTENT TO OUR WEBSITE
Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with our Content Policy. You warrant that any contribution does comply with those standards and indemnify us for any breach of that warranty.
We have the right to remove any content or posting you make on our site if, in our opinion, such content does not comply with the standards set out in our Content Policy.
VIRUSES, HACKING AND OTHER OFFENCES
You must not misuse our site by knowingly introducing viruses, trojans, worms or any other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, database or computer connected to our site.
LINKING TO OUR WEBSITE
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you.
LINKS FROM OUR WEBSITE
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. Furthermore any link to other websites is not an endorsement of such websites and does not imply any endorsement by the third party of our site.
JURISDICTION AND APPLICABLE LAW
These Terms and any documents referred to herein shall be governed by and construed in accordance with the laws of England and you hereby submit to the exclusive jurisdiction of the English courts.
If you have any concerns about material or content which appears on our site, or any questions about these Terms, please contact 020 8350 0688.
Duo Link Limited (“we”, “us” or “our”) are committed to protecting and respecting your privacy.
This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
For the purpose of the Data Protection Act 1998, the General Data Protection Regulations 2016, and all other applicable laws and regulations relating to the processing of personal data and privacy (the “Data Protection legislation”).
This policy sets out the basis on which any personal data we collect from you, or that you provide to us, will be processed by us. Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
- INFORMATION WE MAY COLLECT FROM YOU
1.1 We may collect and process the following data about you:
1.1.1 information that you provide by filling in forms on our site www.duolink.com (our “site”). This includes information provided at the time of registering to use our site, subscribing to our service, posting material or requesting further services. We may also ask you for information when you report a problem with our site;
1.1.2 if you contact us, we may keep a record of that correspondence;
1.1.3 if you complete surveys that we use for research purposes (although for the avoidance of doubt you do not have to respond to such surveys), the information which you provide in response to that survey;
1.1.4 details of transactions you carry out through our site and of the fulfilment of your orders; and
1.1.5 details of your visits to our site including, but not limited to, traffic data, location data, weblogs and other communication data, whether this is required for our own billing purposes or otherwise and the resources that you access.
- IP ADDRESSES AND COOKIES
2.1 We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users’ browsing actions and patterns and does not identify any individual.
2.2 For the same reason as detailed on clause 2.1, we may obtain information about your general internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our site and to deliver a better and more personalised service. They enable us to:
2.2.1 estimate our audience size and usage pattern;
2.2.2 store information about your preferences, and so allow us to customise our site according to your individual interests;
2.2.3 speed up your searches;
2.2.4 recognise you when you return to our site.
- WHERE WE STORE YOUR PERSONAL DATA
3.2 All information you provide to us is stored on our secure servers. Any payment transactions will be encrypted. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
3.3 Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
- PURPOSE OF PROCESSING THE INFORMATION
4.1 In order to allow us to perform our contract with you and/or where we have legitimate interest in doing so, we may process the information held about you for the following purposes:
4.1.1 to ensure that content from our site is presented in the most effective manner for you and for your computer;
4.1.2 to provide you with information, products or services that you request from us or which we feel may interest you, where you have consented to be contacted for such purposes;
4.1.3 to carry out our obligations arising from any contracts entered into between you and us;
4.1.4 to allow you to participate in interactive features of our service, when you choose to do so;
4.1.5 to notify you about changes to our service;
4.1.6 to analyse and monitor usage behaviour;
4.1.7 to maintain, manage and improve the Service either ourselves or via third party suppliers; and
4.1.8 to aggregate information about you, your spending and your use of the Service with information about other users of the Service in order to identify trends (“Aggregated Data”). We may pass Aggregated Data to third parties to give them a better understanding of our business and to bring you a better Service. Aggregated Data will not contain information from which you may be personally identified.
4.2 We may also process your data, or permit selected third parties to process your data, to provide you with information about goods and services which may be of interest to you and we or they may contact you about these by post or telephone provided that you have opted in to receive these communications
4.3 If you are an existing customer, we will only contact you with information about goods and services similar to those which were the subject of a previous sale to you where we believe these will be of interest to you and so where we have a legitimate interest in doing so.
4.4 If you are a new customer, and where we permit selected third parties to use your data, we (or they) will contact you by electronic means only if you have given express consent to this.
4.5 If you no longer want us to process your data in the manner set out in this clause 4, would like us to make any amendments or rectifications to your data or would like us to delete your data from our system, please email us at email@example.com to advise us.
4.6 We do not disclose information about identifiable individuals to our advertisers, but we may provide them with aggregate information about our users (for example, we may inform them that 500 men aged under 30 have clicked on their advertisement on any given day). We may also use such aggregate information to help advertisers reach the kind of audience they want to target (for example, women in SW1). We may make use of the personal data we have collected from you to enable us to comply with our advertisers’ wishes by displaying their advertisement to that target audience.
- DISCLOSURE OF YOUR INFORMATION
5.1 We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 736 of the UK Companies Act 1985 where we have a legitimate interest in doing so such as where a decision has been made to consolidate support services or where required by such companies professional advisers in the performance of their services.
5.2 We may disclose your personal information to third parties in the following circumstances, where we have a legitimate interest for doing so or where it is necessary for our performance of our contract with you or where we are legally obliged to do so:
5.2.1 in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets as part of the sale or purchase process and to allow this transaction to proceed;
5.2.2 if Duo Link Limited or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets; and
- YOUR RIGHTS
6.1 You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by not checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at Duo Link Limited, 12 Bagshot Road, Enfield, London, England, EN1 2RE. Similarly you can request any amendments or rectifications to your data by contacting us at this address and can use this address to notify us if you would like us to delete your data.
6.2 Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
- ACCESS TO INFORMATION
7.1 The Data Protection Legislation gives you the right to access information held about you. Your right of access can be exercised in accordance with the Data Protection Legislation
- STORAGE OF YOUR DATA
8.1 We shall store your data in accordance with our Data Retention Policy a copy of which can be viewed here.
11.1 If you are unhappy with the way in which we have collected or processed your data or have any other complaint in relation to our handling of your data you can make a complaint to the Information Commissioner, further information can be found on the Information Commissioner’s website at www.ico.org.uk or via their helpline on 0303 123 1113.
- GOVERNING LAW
12.1 This Policy and any dispute or claim arising out of it or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales and the parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this policy or its subject matter.
Terms of Business
1.1 “Company” Duo Link Limited registered in England No: 4479017
1.2 “Client” Means a person firm company or corporation who has bought or agreed to buy the services of the Company as their advertising agent.
1.3 “Terms of Business” The terms herein together with any special terms and conditions which have been agreed by the Client and the Company in accordance with Clause 2.4 herein.
1.4 “Media Order Form” Means a document so entitled prepared and save for signatures completed by the Company.
1.5 “Order” Means the Company’s acceptance of the terms and business either VERBALLY, in WRITTING or using the MEDIA ORDER FORM signed by or on behalf of the Client and submitted by the Client to the Company.
2. Formation of Contract
2.1 Any order submitted to the Company by the Client must be Verbal, in Writing or by utilizing the Media Order Form and shall be accepted entirely at the discretion of the Company, and if so accepted will only be accepted upon these terms.
2.2 Each such order which is so accepted shall constitute an individually legally binding contract between the Company and the Client and such contract is hereinafter referred to as “the Order”.
2.3 These terms shall override any contrary different or additional terms or conditions (if any) contained or referred to in an order form or other documents or correspondence from the Client, and no addition alteration or substitution of these terms will bind the Company or any part of any Order unless they are expressly accepted in writing by a person authorised to sign on the Company’s behalf.
2.4 Any variation or amendment to these terms shall be invalid and of no effect save insofar as it is in verbal, writing and signed by or on behalf of the Company and the Client.
2.5 In all contracts between the Company and the Client the Company acts as a principal.
3. Client’s obligations
3.1 In particular the Client agrees to give a clear brief to the Company and ensure that all the facts given about the product or service are accurate and in no way misleading.
3.2 The Company’s organization will co-operate fully with the Client and the Company will use the Company’s best efforts to make the Client’s advertising successful. The Client agrees to help the Company to do so by making available to the Company all relevant information and by co- operating with the Company.
4. Services of the Company as advertising agent
The Company will perform the following services for the Client:
4.1.1 make a careful study of the Client’s business and products and services;
4.1.2 analyse the Client’s present and potential markets;
4.1.3 analyse the Client’s problems as they relate to advertising, marketing and merchandising;
4.1.4 evaluate all advertising media;
4.1.5 formulate, develop and submit to the Client for the Client’s approval marketing plans, advertising ideas, plans, programme and campaigns and merchandising promotion schemes together with estimates of the cost of executing the Company’s recommendations;
4.1.6 propose and either brief or carry out and then interpret market research activity which the Company judge to be of use to the Client in the development of the Client’s business;
4.1.7 formulate, develop and submit to the Client for the Client’s approval a detailed media schedule;
4.1.8 if instructed or if the Company so advises, negotiate and agree sponsorship deals on the Client’s behalf and formulate appropriate sponsor credits.
To put paragraphs 4.1.5 or 4.1.7 above into operation the Company will as it considers appropriate or necessary undertake one or more of the following functions, namely: creative work, media planning and buying, production, checking and vouchering, merchandising and promotion, sponsorship or any other specialist service.
5. Approvals and authority
After obtaining the Client’s general approval of a campaign the Company will submit to the Client for specific approval:
5.1.1 copy, layouts, artwork, storyboards and/or scripts;
5.1.2 media schedules for time, space and other facilities;
5.1.3 estimates of the cost of the various items of the Client’s advertising and other services covered by the Order.
5.2.1 The Client’s approval of copy and layout will be the Company’s authority to purchase production materials and prepare proofs, and the Client’s approval of proofs will be authority to publish.
5.2.2 The Client’s approval of television, cinema and radio scripts and/or storyboards with estimated costs will be the Company’s authority to make production contracts and if specifically authorized, to engage artists and the Client’s approval of films and recordings will be authority to transmit.
5.2.3 The Client’s approval of schedules and estimates will be the Company’s authority to make reservations and contracts for space, time and other facilities under the terms and conditions required by media or suppliers.
5.3.1 The Client may request the Company to change, reject, cancel or stop any and all plans, schedules or work-in-progress and the Company shall take all possible steps to comply, provided that the Company can do so within the Company’s contractual obligations to media and suppliers.
5.3.2 In the event of any cancellation or amendment it will be necessary for the Client to reimburse the Company for any charges or expenses to which the Company is committed and also to pay the Company’s fees covering these items.
6.1 General remuneration principles: The Company’s income will be calculated as set out on the Order.
6.2 Value added tax: All charges fees and other payments payable under this agreement are exclusive of any VAT that may be chargeable on them.
7. Terms of payment
7.1 Payment is required in accordance with any terms set out on the Order.
7.2 Where such terms specify either “Monthly In Advance” or “Payment Upfront” cleared funds are required by each due date.
7.3 Where no terms for payment are specified in the Order the Company’s accounts are payable within twenty-five days on the date on which each account is rendered, each payment to be in the form of cleared funds or capable of being cleared within that period.
7.4 Without prejudice to clause 14.4 all invoices not subject to dispute which are not paid by the due date shall be subject to the interest charge of 4% above National Westminster Bank plc Base Rate from time to time levied.
8. Terms of business with media and suppliers
Unless otherwise stated the Company’s contracts with media and suppliers for the Client’s advertising are made in accordance with media rate cards or other standard or individual conditions and contracts. The rights and liabilities between the Client and the Company shall correspond to those between the Company and the various media and suppliers under such conditions. The Client therefore acknowledge that the terms and rates of the Company’s contracts with media and suppliers are subject to revision in accordance with the agreements made by the various bodies concerned and that the bookings etc required by the Client can only be made within the provisions relating to cancellations, omissions etc. set out in media rate cards and other standard conditions, copies of which will be supplied upon request to the Client.
In exceptional cases, the Client may request that their external auditors conduct an audit of cost records concerning that Client’s advertising. Such audit will be wholly at the Client’s expense, including all incidental costs, and it is accepted that the Client will indemnify the Company in respect of any breach of confidentiality arising out of such audit.
10. Copyright and other rights
10.1 The copyright for all purposes in all artwork, copy, storyboards and all other work created by us for the Client’s advertising vests in the Company unless arrangements are made to the contrary. The Company will obtain and hold all necessary rights in respect of copyright material commissioned by the Company for the Client’s advertising.
10.2 The Client will not before termination of this contract make any use in or outside the United Kingdom of advertising material originated by the Company except with the Company’s consent and or terms notified to the Client in writing.
10.3 The Company shall, however, in any event retain the copyright in any material contained in any presentation made in competition with any other agency in the event of the Company’s presentation being unsuccessful.
11. Ownership and custody of material
All advertising material prepared for the Client’s account by the Company and paid for by the Client will be the Client’s property, but not necessarily the Client’s copyright. This does not apply to ‘stock’ photographs obtained from news or photographic agencies for particular advertisements, nor to photographic or film negatives.
The Company will keep in its care advertising materials entrusted to it as the Client’s property, but will not be required to recover typesetting, colour separations, printing plates etc. from media and suppliers once the Company have parted with them. The Company shall be entitled to destroy all such material left in the Company’s custody after six months, or after giving notice to the Client at such earlier time as the Company think reasonable.
12. Risk and Insurances
All articles, negatives, photography etc forwarded to the Company and then either being held by the Company or delivered to media, printers, production companies etc will be at the risk of the Client and the Client should insure these risks are covered under it’s insurance arrangements.
13. Legal liability and other claims
13.1 Limitation of Company liability
The Company shall not be liable for any delay in, or omission of, publication or transmission or any error in any advertisement, in the absence of default or neglect on the Company’s part.
13.2 Indemnity to the Company
The Client will indemnify the Company against any loss the Company may incur as the result of any civil claims or proceedings brought against us based upon any advertising and other work prepared for the Client by the Company and approved by the Client either orally or in writing before publication.
13.3 Financial services
The Client acknowledge that the responsibility for complying with the rules of the Financial Services Act 1986 and the rules of the Securities and Investments Board or the relevant self-regulatory organisation is the Client’s and cannot be delegated to the Company as the Client’s agency. The Client undertake to give us the necessary information, including evidence of legal clearance and authorisation, to enable the Company to purchase space on the Client’s behalf in respect of financial services advertisements, and to answer all enquiries relating to financial services advertising which may emanate from the media in relation to any space booking.
13.4 Force majeure
If due to war, strikes, industrial action short of a strike, lockouts, accidents, fire, blockade, or export embargo, ice obstruction, natural catastrophes or other obstacles over which the agency has no control, the Company fails to complete the Company’s assignment in the manner and within the time required by the terms of this agreement the Company shall not be held responsible for any loss or damage which may be incurred by the Client as a result of such failure.
14. Termination provisions
14.1 Termination by notice
Save in respect of an Order covering a specific project or services for a fixed length of time the Order shall continue until terminated by notice in writing by either party, the length of notice being the longer of three months and any notice period specified by a media or other supplier with whom the Company has contracted to enable it to fulfill its obligations under the Order.
14.2 Rights and duties during period of notice
Each party’s rights, duties and responsibilities shall continue in full force during the agreed period of notice, including the ordering and invoicing of advertising in media which will be published during such period.
14.3 Transfer of materials and rights on termination
Upon the termination of this agreement and payment by the Client of all items properly chargeable to the Client the Company will give the Client all reasonable co-operation in transferring, with approval of third parties, all reservations, contracts and arrangements with media or others for space, time or materials yet to be used and all rights and claims to them, upon being duly released from the obligations in this agreement.
14.4 Early Termination
Without prejudice to any pre-existing liability of either party to the other, either party may (by written notice) terminate this agreement forthwith if the other commits a material breach of any of the terms of this agreement (whether express or implied) or if the other enters into or proposes a voluntary arrangement or composition with its creditors or if the Client being an individual becomes bankrupt, or being a Company enters into liquidation whether compulsory or voluntary, but not if the liquidation is for amalgamation or reconstruction of a solvent Company, or has a receiver appointed.
15. Confidential information
15.1 The Company acknowledges a duty not to disclose without the Client’s permission during or after the Company’s term of appointment any confidential information resulting from studies or surveys commissioned and paid for by the Client. The Client, in turn, acknowledge the Company’s right to use as the Company see fit any general marketing or advertising intelligence in the field of the Client’s product or service which the Company have gained in the course of the Company’s appointment.
15.2 During the continuance of this contract, the Company acknowledge the Company’s responsibility to treat in complete confidence all the marketing and sales information and statistics with which the Client may supply us in the course of any work for the Client.
16. Advertising standards
16.1 The Company abide by rulings of the Advertising Standards Authority, the Independent Television Commission and the Radio Authority. The Company comply with the British Code of Advertising Practice, the British Code of Sales Promotion Practice, the ITC Code of Advertising Standards and Practice the ITC Sponsorship Code, the Radio Authority Code and all other codes of advertising standards laid down whether on a statutory or a self-regulatory basis to ensure that all advertising placed by us is legal, decent, honest and truthful.
16.2 In order to satisfy the requirements of these codes or any statutory requirements and in the interest of the Client, the Company and the public, the Client will agree to supply the Company immediately with objective factual evidence, if so required, in support of any product claims the Client wish us to make.
16.3 The Client agree to inform the Company without delay if the Client consider that any claim or trade description in any advertisement submitted to the Client by the Company for approval is false or misleading in relation to the Client’s product or service.
16.4 The Client agrees that if the Company prepare an advertisement for prepacked food omitting the statements or particulars required by Regulations, these requirements will be contained in the label which appears on the container of such food.
Any disputes arising out of this agreement shall be settled within the United Kingdom by an arbitrator or arbitrators agreed between the parties or, in default of agreement, by an arbitrator to be appointed jointly by the Director of the IPA and the Director of the Incorporated Society of British Advertisers. The fees and any necessary costs of such an arbitrator shall be reimbursed by both parties in equal shares.
18. Choice of law
Any dispute relating to this contract shall be settled on the basis of the law of England and Wales.
Digital Marketing Terms of Service
1. Application of Conditions
1.1 The Company shall supply and the Customer shall purchase the Services in accordance with these Conditions.
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any offer is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2. Definitions and Interpretation
2.1 In these Conditions:-
“Agreement” a written description of the Services prepared and agreed in accordance with condition
4 and forming part of the Contract
“Business Day” any day other than a Saturday, Sunday or English bank holiday
“Customer” the individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which accepts an offer from the Company for the supply of the Services
“Company” Duo Link limited registered in England and Wales with company number 4479017 whose registered office is at Duo Link Limited c/o Garner Associates Northwood House 138 Bromham Road Bedford MK40 2QW.
“Conditions” the standard terms and conditions of sale set out in this document together with (unless the context otherwise requires) any special terms and conditions agreed in writing between the Customer and the Company
“Contract” the contract for the purchase and supply of the Services under the Conditions and incorporating the Agreement
“Fixed Term” such fixed term (if any) as may be agreed for the supply of any Service as set out in the Agreement
“Images” any and all visual representations or images including (without limitation) photographic, digitally created and computer-generated images, illustrations, drawings and video and including Third Party Images
“Intellectual Property Rights” (“IPR”)
copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade
names, service marks, design rights, database rights and any other intellectual property
rights (whether registered or unregistered) and all applications for any of the foregoing,
anywhere in the world;
“Keywords” the words or phrases identified by the Company and agreed by the Customer as being of value in promoting or facilitating the location and identification of the Website by search engines and as specified in the Agreement or as agreed between the parties in writing from time to time
“PPC Service” the management by the Company of the Customers PPC campaign as described in condition 13
“Minimum Term” the minimum period or fixed term for provision of the Services as set out in the Agreement
“month” a calendar month
“Pay Per Click” (“PPC”) the Internet advertising model used to direct traffic to websites utilising keyword phrases relevant to a Customers target market and charged by the PPC Systems on a fixed price per click
“PPC Systems” Google Adwords, Yahoo Search Marketing, MSN Adcentre, Facebook and LinkedIn and such other PPC Systems as the Customer may request and the Company may in its discretion from time to time approve and utilise
“Price” The sum or sums payable by the Customer to the Company in respect of the Services particularised in the Agreement in the amount(s) and payable as set out therein
“search engines” Services by companies or organisations provided on the Internet enabling users to search for items, information and sites of interest or relevance to the subject searched
“Services” the services to be provided by the Company to the Customer as set out in the
Agreement (which may include the Content Service, SEO Service, or PPC Service.)
“Term” the Minimum Term (and thereafter until terminated in accordance with condition 16) or the Fixed Term as set out in the Agreement
“Third Party Images” Images owned by third parties and licenced to the Company or the Customer for use onthe Website
“Website” the Customer’s website bearing the URL specified in the Agreement
“writing” includes any communications effected by, fax transmission, email or any comparable means
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
3. Basis of Service
3.1 The Company’s employees or agents are not authorised to make any representations concerning the Services unless confirmed by the Company in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Company and signed by the parties.
3.3 Sales literature, price lists and other documents issued by the Company in relation to the Services are subject to alteration without notice and do not constitute offers to sell the Services which are capable of acceptance.
3.4 No contract for the supply of the Services shall be binding on the Company unless both the Company and the Customer have signed the Agreement.
3.5 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
4. The Agreement
The Agreement shall include such information as the parties consider necessary for the successful provision of the Services, and shall include (without limitation):
4.1 the full contact details of the Customer and including the fax number and email address nominated by them to receive communications from the Company;
4.2 the date on which the Services are to commence;
4.3 the Minimum Term (where determinable) or the Fixed Term;
4.4 the Price (or the basis for calculation of the Price);
4.5 the terms of payment of the Price; and
4.6 the URL of the Website.
5. The Services
5.1 The Customer shall pay the Price and any other sums due for the Services in accordance with condition 15
5.2 The Company will use reasonable care and skill in the provision of the Services.
5.3 The Company shall provide the Services for the Term.
5.4 The Company may offer new or additional services (other than the Services) to the Customer, and such services may be subject to additional charges and terms and conditions.
13. Description of Service
13.1 The Company shall provide the Customer with the PPC Service substantially as provided in the Agreement.
13.2 To the extent necessary to reasonably enable the Company to provide the PPC Service the Customer shall when reasonably requested to do so by the company:
13.2.1 provide the company with such information on the Customer’s business, products and/or services as the Company shall deem appropriate;
13.2.2 provide the Company with required administrative control over the Customer’s PPC campaign on the relevant PPC Systems
13.2.3 provide access to the Website to enable the necessary changes to be made to landing pages and files required for conversion tracking
13.2.4 provide access to the Customer’s Web Analytics (Website traffic log reports) to enable performance tracking
13.2.5 grant authority to the Company to make non-financial decisions on behalf of the Customer relating to the PPC Service should the Customer not be available or accessible for a period of at least 10 days including (by way of example not limitation) changes to Keywords or content as in the reasonable opinion of the Company may be required.
13.3 the Company will from time to time provide the Customer with such guidance and analysis as the Company may deem necessary to reasonably enable the Customer to identify and determine appropriate Keywords, phrases and search terms for the Website.
14. Customer’s Acknowledgements and undertakings
14.1 The Customer acknowledges that it is responsible for providing all information reasonably requested by the Company including information relating to Keywords and phrases and to the extent that the Company shall rely on and use such information the Company shall have no liability to the Customer in respect of the suitability of the Keywords, phrases or for changes which have been requested by the Customer if the amendments or alterations adversely affect the campaign performance.
14.2 The Customer warrants that any text, graphics, photos, designs, trademarks, or other material provided to the Company by the Customer for inclusion on the Website or in advertisements (or for any other purpose) will be lawful and authorised for such inclusion and the Customer will indemnify, hold harmless, protect and defend the Company and its subcontractors from any liability or lawsuit arising from the use of such material.
14.3 It shall be the responsibility of the Customer to provide the Company with any Image(s) that may be required for the landing page and such responsibility shall extend that to the Customer procuring an appropriate licence in its name for the use of any such Image from any source (whether on the Internet or otherwise) that the Company shall reasonably identify
14.4 In the event that the Customer shall receive any notification or communication from the operator of any PPC System that may influence or restrict or in any other way affect the Customer’s PPC campaign including (but not limited to) a warning of non-compliance with any operators advertising restrictions or standards or notification that the account may be suspended or closed the Customer undertakes that it will forthwith upon receipt of the same report the notification or communication to the Company and supply the Company with copies of any such notification or communication and in the event that the Customer shall fail to notify the Company and/or supply such copies the Company shall have no liability to the Customer in respect of any cancellation, limitation or restriction imposed by the operator of the PPC System.
14.5 In the event that the Customer shall receive any such notice or communication as is referred to in Condition 14.4 it shall take such steps as the Company may direct in order to comply with any requirement of the operator of the PPC System and in the event that the Customer shall fail to take any such step resulting in any cancellation, limitation or restriction imposed by the operator of the PPC System the Company shall have no liability arising therefrom.
15.1 The Price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Services, which the Customer shall be additionally liable to pay to the Company.
15.2 All payments required to be made pursuant to this Contract by the Customer shall be made in accordance with the terms of payment set out in the Agreement. Where the Agreement does not specify the terms of payment, the Customer shall be required to pay sums within 14 days of the date of the relevant invoice. All payments shall be made without any set-off, withholding or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.
15.3 The time of payment shall be of the essence to the Contract.
15.4 If the Customer fails to make any payment on the due date in respect of any sum due under these Conditions then the Company shall, without prejudice to any right which the Company may have pursuant to any statutory provision in force from time to time, have the right to:
15.4.1 charge the Customer interest on a daily basis at an annual rate of 5 per cent above the base rate of the Bank of England from time to time from the date such payment was due until the date of actual payment.. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgment; and
15.4.2 suspend the provision of the Services to the Customer until all outstanding sums have been paid.
15.5 All payments shall be made to the Company as indicated on the relevant invoice issued by the Company.
16. Minimum Term
16.1 On expiry of the Minimum Term the Contract shall continue until terminated by either party giving not less than sixty (60) days’ written notice to the other.
16.2 The price for the provision of Services after the expiry of the Minimum Term is subject to change by the Company from time to time in its absolute discretion. The Company shall give the Customer at least ninety (90) days’ notice of any such change in the price.
17. Termination for Default
17.1 Without prejudice to any other provision contained within these Conditions the Company may terminate the Contract by notice in writing in any of the following events (each an “Event of Default”):
17.1.1 the Customer commits a material breach of the Contract which is incapable of remedy;
17.1.2 the Customer commits a material breach which is capable of remedy but which the Customer fails to remedy within 14 days of written notice by the Company specifying the event of default and requiring its remedy; or
17.1.3 the Customer shall have a receiver or liquidator appointed or shall pass a resolution for winding up (otherwise than for the purpose of amalgamation or reconstruction), or a Court shall make an order to that effect, or the Customer shall enter into composition or arrangement with its creditor(s) or shall become insolvent, any such an event shall be deemed to be a material breach incapable of remedy.
17.2 Any termination of the Contract howsoever caused shall not affect any accrued rights or liabilities of either the Company or the Customer arising out of the Contract.
17.3 On termination of the Contract for any reason, the Customer shall pay to the Company all sums set out in condition 18.
18. Payments on Default or Cancellation
18.1 Where the Customer cancels the Contract in accordance with condition 16 or on the happening of an Event of Default then (unless the Agreement shall otherwise provide) the following payments will become immediately due:
18.1.1 all sums due up to the date of cancellation or the happening of the Event of Default; and
18.1.2 the balance of the sums due (if any) for the remainder of the Term.
18.2 Where the payment due under condition 18.1.2 is not exactly determinable, the Company shall make a reasonable estimate of what those sums would have been had the Contract run as expected for the Term, and the Customer shall be bound by the Company’s decision.
19. Customer’s General Obligations & Acknowledgements
19.1 In order to enable the Company to perform its obligations the Customer shall:
19.1.1 co-operate with the Company and comply with its reasonable requirements;
19.1.2 promptly upon receipt of a request furnish the Company with such information as the Company may reasonably require for the provision of the Services;
19.1.3 ensure the accuracy and validity of all information provided to the Company;
19.1.4 at its own cost obtain all permissions, licences and consents which may be required for it to use the Services.
19.2 The Customer acknowledges that in providing the Services the Company will rely on the accuracy, suitability and relevance of all information supplied by the Customer to it whether in accordance with this condition 14 or otherwise.
20.1 During the term of this Contract and thereafter neither the Company nor the Customer shall without the prior written consent of the other disclose to any third party any information of a confidential nature relating to the Website or the business or undertaking of the Customer or the Company other than such information or knowledge which:
20.1.1 is disclosed by the disclosing party without restriction;
20.1.2 comes into the public domain (other than as a consequence of breach by the other party); or
20.1.3 is rightfully received by either party from a third party.
20.2 Nothing in this Contract shall prevent the Company from referring to the Customer by name in advertising or promotional material, proposal or other documents or describing the services performed for or provided to the Customer and the Customer hereby authorises the Company to do so.
21. Intellectual Property Rights
The Customer warrants and undertakes to the Company that any elements of text, graphics, photos, designs, trademarks, or other IPR in Images or artwork provided to the Company for inclusion on the Website are owned by the Customer, or that the Customer has a suitable and effective licence from the rightful owner(s) to use any such elements, and the Customer will hold harmless, protect, and defend the Company and its subcontractors from any liability or suit arising from the use of such elements.
22.1 Save for the purposes of reconstruction or amalgamation neither party shall be permitted to assign the Contract without the consent of the other party in writing
23. Exclusions and Limitation of Liability
23.1 The Customer shall indemnify the Company against all damages, costs, claims and expenses suffered by the Company arising from loss or damage to any equipment (including that of third parties) caused by the Customer, or its agents or employees.
23.2 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
23.3 Subject to conditions 23.5 23.6 and 23.7 each party shall be liable to pay to the other damages for any breach of the Contract and all expenses and costs incurred by that party in enforcing its rights under the Contract.
23.4 If the Company fails to perform the Services with care and skill it will carry out remedial action at no extra cost to the Customer. The Customer shall give the Company reasonable time to carry out such remedial action. If no remedial action is possible the Company shall pay for the damage caused subject to the provisions of conditions 23.5 23.6 and 23.7.
23.5 Subject to condition 23.8 the Company’s liability shall be limited (in respect of any one incident or series of connected incidents) to 1.5 times the fee paid by the Customer under the Contract in the preceding 12 months in respect of:
23.5.1 any breach of the Company’s contractual obligations arising under the Contract;
23.5.2 any misrepresentation, false statement or tortious act or omission including negligence made or arising under or in connection with the Contract; and
23.5.3 any other negligence or breach of statutory duty.
23.6 The Company shall not be liable to the Customer for loss of profits, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Customer incurring the same.
23.7 The Company shall have no liability to the Customer in respect of the suitability, accuracy or relevance of Content (or any part of it) or Keywords (or any of them) to the Customer’s business
23.8 The Company does not exclude or limit its liability for death or personal injury, nor for fraudulent misrepresentation.
24.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by email as follows:
24.1.1 in the case of communications to the Company by post, to its trading offices at Duo Link Limited 20 Bagshot Road Enfield London EN1 2RE or such other address as shall be
notified to the Customer by the Company;
24.1.2 in the case of communications to the Customer by post, to its registered office if it is a company or in any other case to the address of the Customer set out in the Agreement or such other address as shall be notified to the Company by the Customer;
24.1.3 in the case of communications to either party, to the fax number and/or email address as specified in the Agreement.
24.2 Communications shall be deemed to have been received:
24.2.1 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
24.2.2 if delivered by hand, on the day of delivery; or
24.2.3 if sent by fax or email on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
25. Force Majeure
25.1 In the event that either party is prevented from fulfilling its obligations under the Contract by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (except where such strike or lockout has been induced by the party so incapacitated) the incapacitated party shall not be deemed to be in breach of its obligations under the Contract provided it immediately gives notice of this to the other party and takes all reasonable steps to resume performance of its obligations.
25.2 If and when the period of such incapacity exceeds 6 months then the Contract shall automatically terminate unless the parties first agree otherwise in writing and any remaining Term shall cease and determine.
No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
No variation in the provisions of the Contract shall be of any effect unless made in writing and signed on behalf of the Customer and the Company.
29. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
30. Governing Law and Jurisdiction
These Conditions shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.