CHAPTER 14 – IMPROVE MY SEARCH RANKINGS TRANSFER TO THIRD PARTIES
CHAPTER 15 – CHOICE OF LAW AND JURISDICTION
CHAPTER 16 – SETUP OF EMAIL ACCOUNT/HOSTING OF EMAIL:
CHAPTER 1 – APPLICATION
Basic Conditions § 1. These terms and conditions apply to all relationships between Improve My Search Ranking and the customer (the customer being the company that has entered into an agreement with Improve My Search Ranking – hereinafter referred to as the Customer). Deviation from these conditions can only be made in writing and is only acknowledged if approved in writing by both parties. Improve My Search Ranking exclusively enters into agreements with commercial enterprises. If an agreement is mistakenly entered into between Improve My Search Ranking and a consumer, it is not valid and not binding on Improve My Search Ranking.
CHAPTER 2 – CONCLUSION OF THE AGREEMENT
§ 2. An agreement is valid when an offer submitted by Improve My Search Ranking is accepted by the Customer. Acceptance of the offer can be made by both parties signing a physical contract or through email correspondence.
§ 2a. Improve My Search Ranking only accepts written agreements and is only obligated to honour what is stated in the agreement document.
§ 3. Upon entering into the agreement, the customer is obliged to provide correct name, address, postcode, telephone number, and email address. Additionally, the person signing the agreement undertakes to have the authority to sign on behalf of the customer. If this is used as an argument for not honouring the agreement, Improve My Search Ranking may uphold the claim against the customer or demand payment from the person who signed the contract.
§ 4. Improve My Search Ranking reserves the right to also use the above information for its own interest. This should be understood to mean that Improve My Search Ranking may use the provided information for purposes such as registering a domain and as a reference for sales and marketing purposes, etc.
CHAPTER 3 – THE PRODUCT
§ 5. The agreement covers the products and the agreement period specified in the agreement document.
§ 6. These terms and conditions apply to all of Improve My Search Ranking’s products and therefore do not apply to products supplied by third parties. In cases where Improve My Search Ranking merely resells/facilitates a service, these conditions only apply in relation to the service provided by Improve My Search Ranking.
§ 7. The design of the website may be based on a presented inspiration page, which means that Improve My Search Ranking may reuse designs previously used. However, this will only involve the framework itself, with images and content being replaced to tailor the delivered product to the company’s needs.
§ 8. Website development takes place in WordPress, making this system also function as a CMS/update module.
§ 8a. Improve My Search Ranking may at any time, without prior written notice, switch to another CMS system. As long as this only affects the customer’s website to a limited extent, otherwise, a 30-day notice will be given. Major changes to the backend/CMS system are acceptable.
§ 9. When purchasing marketing, websites, or hosting of mail, the conditions described in Section 1 also apply in addition to the conditions described in Section 2.
CHAPTER 4 – SUBMITTED MATERIAL
§ 10. Improve My Search Ranking intends to deliver the initial draft of the website within 6 weeks of the agreement, which is indicative as external factors may affect this, resulting in a longer timeframe.
§ 11. Once an agreement is entered into, it is the customer’s duty to provide the material required for the task. Within 14 days of the agreement, the customer must have delivered usable material for the website/task on WeTransfer. If this deadline is not met, Improve My Search Ranking reserves the right to develop a standard website where images and text are only indicative. This should be understood to mean that the text will be fictional, and the images may not necessarily be relevant to the customer. Delivery of a draft website with indicative text and images thus constitutes delivery under the agreement and cannot be used as grounds for the customer to refuse to receive the developed product. However, once usable material is provided, the website will be updated accordingly at no extra cost. If it is agreed that material from the customer’s previous website will be used for Improve My Search Ranking’s website development, the customer’s obligation to provide the material is fulfilled upon entering into the agreement.
§ 11a. If the customer has not submitted the material within the aforementioned 14 days, the customer will be invoiced after the 14 days, regardless of whether the website has been started or not. However, any developed standard website will remain on a test server so that the customer can activate it on the correct domain by calling Improve My Search Ranking support phone at 020 3657 9111 once payment is made.
CHAPTER 5 – DELIVERY
§ 12. The website product is delivered when a link to the first draft of the customer’s website is sent to the customer’s email or delivered over the phone.
§ 12a. If the first draft of the website is not approved, Improve My Search Ranking will prepare a new draft. The customer must then choose one of the two drafts, which can then be uploaded to the customer’s respective domain. If the customer chooses not to approve one of the two initial drafts, the customer has the option to purchase a redesign. However, these must be declined in writing within 3 business days after they have been delivered.
§ 13. If no material has been submitted within 14 days from the agreement, the product is delivered by creating and delivering a standard website/design for the customer. It should be understood that the customer cannot reject a draft or have the right to multiple drafts if the customer has not submitted material on time (within 14 days from the agreement).
§ 14. Furthermore, marketing initiatives are considered delivered directly after the agreement is entered into.
CHAPTER 6 – ACTIVATION OF THE PRODUCT
§ 15. Once the agreement between Improve My Search Ranking and the customer is concluded, Improve My Search Ranking initiates the development of the draft website. The draft is developed on a test server/test domain and is moved/issued on the customer’s own domain after the customer approves the draft.
§ 16. If the customer has not received the sent email and/or received a phone call regarding the delivery of the draft website or marketing, it is the customer’s responsibility to contact Improve My Search Ranking upon receipt of the invoice, after which the customer will be provided with a URL where the draft website can be viewed and/or agree on a date for a kick off meeting. However, this cannot give rise to not paying the invoice on time.
§ 17. Furthermore, it should be understood that the customer is responsible for ensuring that Improve My Search Ranking has the necessary/correct contact information, so the customer must contact Improve My Search Ranking if this information changes in relation to the information stated in the contract. In the event that the sent emails are not received due to incorrect contact information, Improve My Search Ranking is not responsible. It should be understood that the customer bears the responsibility for keeping Improve My Search Ranking updated on this matter.
CHAPTER 7 – SUPPORT
§ 18. In cases where the customer has support and wishes to utilise it, the customer must submit corrections and changes on the provided support email. Requests for website corrections/changes will only be processed if they are registered on the upon mentioned.
§ 19. During the agreement period, the customer has the option to update the content of the page free of charge if unlimited support is included in the agreement (This includes text, images, and colours). If unlimited support is not agreed upon, the number of support hours will be stated in the signed agreement document. Notification will be given when any included support hours are used up, and thereafter, the price will be 50 Pounds. ex. VAT per support hour (billed per minute). It is assumed that the customer submits the texts/images to be replaced, after which Improve My Search Ranking will make the changes within a reasonable time. Incoming corrections are prioritized, meaning “important” corrections take precedence, resulting in longer processing times for corrections deemed less important. Additionally, longer processing times can generally be expected during holiday periods. Corrections are only processed on weekdays. Changes must be submitted through the provided support email or link. Major changes to design and/or functions, defined as any changes beyond colour changes, insertion/deletion/replacement of images and text, are not included free of charge, even with unlimited support. Unlimited support only covers support for simple corrections. Therefore, it should be understood that redesign or requests for new features not already on the site are not covered.
§ 20. Redesign of the website and changes to functions are only done for separate payment and/or by agreement.
§ 21. The customer has the right to backend access to the CMS system, however, only if it is a light user access. In cases where the customer requests expanded access, Improve My Search Ranking’s support is waived (payment is not waived). This also applies in cases where a correction would normally be covered by unlimited support. If a customer installs plugins not approved by Improve My Search Ranking’s technicians, which later affect server operation, etc., the customer may be held financially responsible. Improve My Search Ranking does not offer FTP access.
CHAPTER 8 – TERMINATION
§ 22. The agreement is non-terminable for the period specified at the bottom of the agreement document, resulting in termination of the agreement upon its expiration. Whether it concerns marketing packages or the website. There will be no refund for any remaining time or resources. This means that if an agreement is terminated, the customer will in any case be liable to pay the full contract amount, regardless of whether the planned activities have been carried out or not. This also applies if a customer regrets the day after the agreement is entered into. This should be understood to mean that if a customer has entered into a 3-year website agreement and selected a marketing package, the agreement will be binding for both products for the entire period.
§ 23. The agreement is automatically renewed for the agreement period unless termination occurs email to hello@improvemysearchranking.com no later than 3 months before the end of the agreement period.
§ 24. If the customer has terminated the agreement in writing (cf. § 23), the customer’s website, along with all associated materials, will be deactivated at the end of the agreement period.
§ 25. Improve My Search Ranking may terminate the collaboration at any time and thereby deactivate the customer’s website and/or cease marketing work. In that case, if termination is not due to breach of the agreement, the customer will be refunded the amount covering the difference between the delivered part and the undelivered part of the paid-for product.
CHAPTER 9 – BREACH OF CONTRACT
§ 26. In case of violation of UK legislation, misuse of the agreement, including unethical behaviour online, the web hosting will be suspended. Reopening will only occur once it has been documented or otherwise ensured that the unlawful or unethical conduct has ceased, or when Improve My Search Ranking has secured against repetitions. Subsequent misuse will result in termination of the agreement without further notice.
§ 27. It is solely the customer’s responsibility to ensure that the chosen domain name, the content of the website, and any keywords targeted on search engines (e.g., Google) etc., do not infringe third-party rights or applicable legislation. The use of the website must also be lawful, and it must not, for example, be used for the transmission of SPAM (unsolicited email), which constitutes material breach of the agreement.
§ 28. It is also considered a material breach of the agreement if the customer uses the free support to harass Improve My Search Ranking. Harassment may consist of the customer using the free support to request unnecessary corrections, merely to use/misuse Improve My Search Ranking resources.
§ 29. In case of breach of contract, the customer is liable for damages to Improve My Search Ranking under the general rules of UK law. Improve My Search Ranking reserves the right to terminate the agreement in case of breach, whereupon Improve My Search Ranking reserves the right to take down and close domains/servers, close access to the website and/or email system without notice. The reason for the above will always be communicated directly to the customer. There will be no refunds in case of termination regardless of the nature.
CHAPTER 10 – DISCLAIMER OF LIABILITY
§ 30. If the delivery of a draft for a website occurs after 6 weeks from the conclusion of the agreement, it cannot be considered a breach of contract. This also applies in the event that a deadline has been agreed upon, and Improve My Search Ranking is not responsible for the delay.
§ 31. Improve My Search Ranking reserves the right to disclaim a task entirely or partially if it proves to be too extensive or impossible to solve.
§ 32. In connection with Improve My Search Ranking’s product “Website”, Improve My Search Ranking acts solely as a registrar (intermediary) for the acquisition of domains, exclusively at the customer’s acquisition of the internet domain.
§ 33. Therefore, the customer is subject to the terms set by the relevant name authority. The general terms of this authority apply to the registration. If the name authority charges a maintenance fee, this must be covered by the customer directly.
§ 34. The customer is responsible for having the rights to the material that Improve My Search Ranking is to upload to the customer’s website. Improve My Search Ranking cannot be held liable for the misuse of rights, whether it be for text, images, etc.
§ 35. In all cases where the customer must provide material to Improve My Search Ranking in connection with the development of one of Improve My Search Ranking products, it is the customer’s responsibility to have a backup of the material provided. Improve My Search Ranking cannot be held liable if the material is lost, damaged, or deleted.
§ 36. Improve My Search Ranking aims to ensure that there is always access to Improve My Search Ranking’s systems and servers. Improve My Search Ranking disclaims liability for loss or damage resulting from interruptions or disturbances in Improve My Search Ranking electronic equipment. Improve My Search Ranking also disclaims liability for interruptions or disturbances attributable to Improve My Search Ranking’s suppliers or other third parties. Improve My Search Ranking reserves the right to perform repairs, maintenance, or similar activities that may result in downtime.
§ 37. Improve My Search Ranking cannot be held responsible for third-party products, such as Google Analytics, Moz, Semrush, Ahrefs, SEranking, WordPress etc.
§ 38. Improve My Search Ranking may re-delegate a domain when entering into an agreement for the production of a CMS website. In connection with the re-delegation of a domain name, Improve My Search Ranking disclaims any liability for loss or damage.
§ 38a. This also applies in cases where the customer has their own email server, and disturbances to mail or web hosting arise as a result of re-delegating a domain name. Improve My Search Ranking does not provide support or assume responsibility for problems that arise on the customer’s mail server due to re-delegation of a domain name. The same applies to loss of revenue, lost earnings, or other indirect losses resulting from Improve My Search Ranking’s products. The customer also cannot pass on any third-party claims against themselves to Improve My Search Ranking.
§ 39. When registering the domain name, the customer guarantees that they have the rights to the name in question. The customer indemnifies Improve My Search Ranking against any liability if, when registering or using a domain name, the customer infringes on the rights of others, including trademark rights.
§ 40. Racist, paedophilic, and otherwise offensive or illegal material, including images, music, etc., not accompanied by proper ownership rights, or any other unethical content, may not be present on any of Improve My Search Ranking’s servers, and if found, it is considered material breach. This includes text, images, video clips, or hyperlinks to images or similar material. Improve My Search Ranking is the sole determinant of whether it falls within the above categories and may reject the upload of such material at any time.
§ 41. Improve My Search Ranking is not liable for errors and deficiencies in the CMS system, and therefore cannot be held responsible for any harmful effects on the customer’s website or business. This also applies if the damage/error/deficiency etc. is caused by a third-party plugin installed in the CMS system. This also applies if Improve My Search Ranking has installed it.
§ 42. Improve My Search Ranking is not responsible for email messages stored on the customer’s web hosting, nor is it responsible for the content of the customer’s website. This also applies in cases where Improve My Search Ranking has uploaded it at the customer’s request.
§ 43. When Improve My Search Ranking activates the website and transfers the new website to the customer’s domain, Improve My Search Ranking disclaims any liability regarding the customer losing previous placements on various search engines, etc. This also applies despite Improve My Search Ranking handling the 301 redirect on the site.
§ 44. Improve My Search Ranking may change the agreement and must notify changes to the agreement via email to the customer’s email address 30 days before the changes take effect.
§ 45. Changes of purely beneficial nature to the customer may be made without prior notice. However, this notice does not apply to Improve My Search Ranking’s terms and conditions. This means that Improve My Search Ranking occasionally changes the terms and conditions, so previous terms and conditions only apply to the customer if the customer has printed the terms and conditions that applied at the time of the agreement (within 7 business days of entering into the agreement).
§ 46. Improve My Search Ranking may make adjustments/changes to individual modules and products for operational reasons, development, etc., including limiting or discontinuing special subscription types or special services, etc.
§ 47. If the customer has third-party products through the agreement with Improve My Search Ranking, Improve My Search Ranking is not responsible for notifying changes related to these products.
§ 48. Improve My Search Ranking can transfer the technical operation of any service to a third party if this can be done on fair terms for the customer. The transfer itself cannot be considered a material change to the agreement.
§ 49. Improve My Search Ranking cannot be held responsible for any negative consequences that deactivation of the customer’s website may have for the customer. All material provided by the customer will not be returned but will be destroyed. Images, etc., that Improve My Search Ranking has purchased for use on the customer’s website can be reused by Improve My Search Ranking at any time, even during the term of the agreement.
§ 50. When entering into an agreement for the setup and hosting of email, Improve My Search Ranking creates the company’s various email accounts, up to a maximum of 5. Improve My Search Ranking disclaims any responsibility regarding errors in the email system for new and old emails. If old messages are deleted or new ones are not received, Improve My Search Ranking cannot be held liable and is not liable for compensation regardless of the consequences for the customer or the customer’s business. This applies regardless of whether it is a technical error (downtime on servers) or a human error.
§ 51. If a fault is found, Improve My Search Ranking cannot be held responsible or liable for not rectifying the fault. This is because faults may occur due to hacking/spam, etc., which Improve My Search Ranking cannot resolve, so it may take some time before the problem is solved. There may even be a situation where attacks have deleted the customer’s website, so Improve My Search Ranking needs time to build/recreate the customer’s product.
§ 51b. The above also applies if the entire website/emails are not functioning/are down. Setup and hosting of email are further described in Chapter 16.
§ 52. Improve My Search Ranking provides no guarantees for placements on various search engines or achieved results. There is a guarantee that the planned strategy will be executed and evaluated over time and adjusted if it makes sense regarding new opportunities.
CHAPTER 11 – PRICES & PAYMENT TERMS
§ 53. prices for Improve My Search Ranking’s products are stated in the agreement document. The prices in the agreement are fixed for 12 months from the effective date. After 12 months, Improve My Search Ranking can annually increase the unit price corresponding to the increase in the UK net price index, however, at least by 3%. The calculation of the net price index is based on the index that is valid on the effective date. This means the yearly price stated in the agreement document will be adjusted accordingly, so the second year in a 3 year contract will be at least 3% higher than year one. And so on.
§ 54. All prices – including prices in the agreement document, websites, etc. – are exclusive of VAT.
§ 55. The agreement is paid in advance according to the agreement period stated in the agreement document. Improve My Search Ranking reserves the right to invoice three months before the expiration of the agreement period (applies to invoicing for the next 24 months if the agreement is not terminated three months before expiration), as resources need to be allocated. The agreement period is stated in the agreement document.
§ 56. Improve My Search Ranking reserves the right to charge a fee for the provision of services such as support and services – including, for example, website redesign during the automatically renewed period.
§ 57. Due amounts must be paid no later than ten (10) days from the invoice date (due date). In case of late payment, interest of 3% per month on the outstanding amount will be charged from the due date. A fee of 10 Pounds per reminder will be charged. If Improve My Search Ranking has not received payment within ten days from the reminder date, Improve My Search Ranking reserves the right to hand over the outstanding amount to a third party for debt collection. In the event of any delay in payment, Improve My Search Ranking reserves the right to suspend access to both the website, email, and administration module until Improve My Search Ranking receivables are fully paid.
CHAPTER 12 – COPYRIGHT
§ 58. Improve My Search Ranking holds copyright as well as any other rights to all source codes/templates, including Asp, Java, Applets, CGI, .Net, HTML code, PHP, and any other code.
§ 58a. Furthermore, Improve My Search Ranking holds copyright and any other rights to all graphical representations, images, data, and other material that is wholly or partially developed and/or prepared by or in collaboration with Improve My Search Ranking, and which is part of the customer’s solution. The mentioned rights cannot be used in other contexts without Improve My Search Ranking written acceptance.
CHAPTER 13 – INVOICING
§ 59. Improve My Search Ranking invoices the customer 7 days after delivery of their website. If the customer does not wish to have one of the two website drafts placed on their domain, Improve My Search Ranking reserves the right to invoice the customer for the full contract value. If the customer has only purchased marketing or similar, invoicing will take place immediately after the agreement is concluded.
§ 59a. Media consulting and other products/services can be invoiced separately.
§ 59b. After the agreement is signed, the customer, as mentioned earlier, has 14 days to submit the material to be used on the site. If Improve My Search Ranking does not receive the material within the timeframe, as previously mentioned, Improve My Search Ranking reserves the right to prepare a standard website with fictitious text and images. Improve My Search Ranking reserves the right to invoice the customer the full amount for this website/agreement. If the agreement includes support, the customer can later have the website corrected at no cost. The standard website prepared is developed on a test server and transferred to the correct domain when the customer requests it. This is done for the customer’s benefit, as an existing site may not be overwritten by a standard page without correct text and images.
§ 60. When purchasing marketing products, invoicing will take place immediately after the agreement is concluded, as work begins immediately in connection with the development of the strategy.
§ 61. When purchasing both a website and marketing, the full payment for the website will be invoiced according to § 59, as well as the first instalment of the chosen marketing package. Future marketing instalments will be invoiced quarterly or as stated on the agreement document.
§ 62. Invoicing is done according to the agreement and regardless of the resources used, so in some periods (primarily the first year), more resources are used than are charged for in the current year. Based on the above, the agreement is non-cancellable, regardless of how many resources have been used.
CHAPTER 14 – IMPROVE MY SEARCH RANKING TRANSFER TO THIRD PARTIES
§ 63. Improve My Search Ranking is free to transfer the operation of the products as well as any associated additional services to third parties without notice, provided that the transfer can be made on reasonable terms for the customer. This also applies if the transfer is made to a third party whose CMS system is different but meets the same general needs of Improve My Search Ranking’s customers. This could be the case if the company Improve My Search Ranking is sold. The sale of Improve My Search Ranking or the transfer of activities in Improve My Search Ranking does not constitute a breach of the agreement.
CHAPTER 15 – CHOICE OF LAW AND JURISDICTION
§ 64. Disputes between the customer and Improve My Search Ranking shall be settled in accordance with UK law at Improve My Search Ranking registered office in London.
CHAPTER 16 – SETUP OF EMAIL ACCOUNT/HOSTING OF EMAIL:
§ 66. Upon entering into agreements regarding this, Improve My Search Ranking creates various email accounts for the customer, however, maximum 5. Subsequently, the customer’s old/new emails are hosted. Improve My Search Ranking disclaims any responsibility regarding errors in the email system for new and old emails. If old messages are deleted or new ones are not received, Improve My Search Ranking cannot be held liable and is not liable for damages regardless of the consequences for the customer or the customer’s business. This applies whether it is a technical error (server downtime) or a human error.
EXAMPLE FOR UNDERSTANDING OF § 66: The Customer has a contact form on their website where their customers usually inquire about ordering the company’s products and ask important questions. After some time, the Customer wonders why they are not receiving as many inquiries on the contact form as usual. The Customer decides to investigate the matter and finds out that Improve My Search Ranking employees have made a mistake, while there have been problems with the servers. The Customer now discovers that one of their important customers, during the time when the contact form was not working, placed a large order, but since they did not respond, the order went to a competing company. The Customer can now demonstrate that they have lost an order. In such cases or similar cases, Improve My Search Ranking can never be held responsible and is not liable for damages regardless of the consequences for the customer or the customer’s business. Thus, it must be understood that the customer has an ongoing responsibility to ensure that the customer’s email and the customer’s website are functioning as intended.
§ 66a. If an error is found, Improve My Search Ranking cannot be held responsible or liable for not rectifying the error. This is because errors can occur due to hacking/spam, etc., which Improve My Search Ranking cannot solve, so it may take a long time before the problem is resolved. There may even be a situation where attacks have deleted the customer’s website, so Improve My Search Ranking needs time to rebuild/recreate the customer’s product.
§ 66b. The above also applies if the entire website/emails are not functioning/are down.
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