SEO Management Service – Terms and Conditions

1. Scope of Services

Please read the following important terms and conditions before you buy the Search Engine Optimisation Service from Intellistart and check that they contain everything you want and nothing that you are not willing to agree to.

The following terms and conditions apply to the Search Engine Optimisation (SEO) Marketing Service (hereafter referred to as “the service”) provided by Intellistart Limited (company registration no. 11325972) whose registered office is at 15 Queen Square, Leeds, LS2 8AJ (hereafter referred to as “Intellistart”). Intellistart shall offer the customer within the scope of this service various facilities for search engine optimisation for its website.

2. Interpretations

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England.
“Client”, “customer”, or “you” means the person, company, firm or body engaging Intellistart to perform search engine optimisation services (“SEO Services”), conversion rate optimisation services (“CRO Services”) or other recurring services (“Other Recurring Services”) on the Client’s World Wide Web site (the “Web Site”).
“Confidential Information” means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to, or in connection with, this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“CRO Services” means the Conversion Rate Optimisation services to be provided by the Service Provider to the Client in accordance with the terms and conditions of this Agreement;
“Designated Search Engines” means the search engines on which the Service Provider shall apply the SEO Services and/or CRO Services and/or Other Recurring Services with a view to improving the ranking of the Website;
“Fee” means the consideration payable to the Service Provider for the SEO Services and or CRO Services and/or Other Recurring Services as defined in Clause 6;
“Initial Fee” means the first sum payable to the Service Provider under Clause 6.
“Intellectual Property Rights” means
(a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
(b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
(d) the right to sue for past infringements of any of the foregoing rights;
“Keyword Report” means the keywords that the Service Provider will provide SEO Services and/or CRO Services and/or other relevant Other Recurring Services for;
“Order Forms” means the forms that constitute the order.
“Other Recurring Services” means and other recurring services in accordance with the terms and conditions of this Agreement. These services include, but not limited to, domain name registration and management, Social Media, SSL Certification, STD Codes and Consultancy;
“Required Information” means the information which the Client must supply to the Service Provider to enable the Service Provider to carry out the SEO Services and/or CRO Services and/or Other Recurring Services;
“SEO Services” means the SEO services to be provided by the Service Provider to the Client in accordance with the terms and conditions of this Agreement;
“Website SEO” means the application of the SEO services, CRO Services and relevant Other Recurring Services to the Website including, but not limited to, the editing of the Website.
“The Service Provider” means Intellistart Limited a company registered in England and Wales under number 11325972 whose registered office is at 15 Queen Square, Leeds, West Yorkshire, LS2 8AJ (“the Service Provider”) and who carries on business providing search engine optimisation services (SEO), conversion rate optimisation services (CRO), Other Recurring Services (“Other Recurring Services”) of sites on the World Wide Web.
“Web Site” means the Client’s World Wide Web site to be developed by the Service Provider pursuant to this Agreement.
“World Wide Web” means a global computer network of servers and files containing text and graphics accessible through use of hypertext transfer protocol.

3. Availability

The service is subject to availability.

4. Packages

4.1 Packages can be found at https://intellistart.co.uk/pricing. Subject to payment of the price difference you may upgrade to a more expensive Package at any time. You may not downgrade your Package for a period of 1 calendar month from the last month of your order.
4.2 You acknowledge that the setting up of the service is bespoke to you and so any cooling off or cancellation periods that you are entitled to under any Applicable Laws will no longer be available once work has commenced to build the service. Subject to services having not commenced in setting up your service Intellistart will comply with cooling off and cancellation rights which are current and to which you are entitled by Applicable Law.
4.3 You acknowledge that the provision of the service is bespoke to you and so any cooling off or cancellation periods that you are entitled to under any Applicable Laws will no longer be available once work has commenced to optimise the website. Subject to services having not commenced in optimising your website, Intellistart will comply with cooling off and cancellation rights which are current and to which you are entitled by Applicable Law.

5. General

5.1 These Specific Terms and Conditions are to be read in conjunction with the General Terms and Conditions and form part of the Order Form. The Client acknowledges and agrees that by submitting the order or requesting an order to be submitted on their account accepts these Terms and Conditions.
5.2 Quotations submitted by Intellistart shall remain active for acceptance by You for a period of 14 days from the date of the quotation, unless it is withdrawn by Us.
5.3 A contract will only become binding upon acceptance of the order by Us.

6. Engagement with Intellistart

6.1 You hereby engage with Intellistart to provide SEO Services and/or CRO Services and/or Other Recurring Services, and confirm that these Specific Terms and Conditions are to read in conjunction with our General Terms and Conditions and separate Order Form/s which you acknowledge safe receipt of.
6.2 Intellistart shall finalise the agreed keyword(s), if not done so at the time of the order, by (“the Completion Date”).
6.3 You shall provide the Required Information to Intellistart within an agreed period (“the Delivery Date”). In the event that You fail to deliver the Required Information on the Delivery Date, the Completion Date shall increment by one day for each day that the delivery of the Required Information is delayed.
6.4 Intellistart shall be responsible for the quality of the SEO Services and/or CRO Services and/or Other Recurring Services and shall ensure that all work is performed with reasonable care and, without limitation, is wholly responsible for ensuring that anyone authorised by it to perform all or any part of the SEO Services, and/or CRO Services and/or Other Recurring Services shall also do so competently and with reasonable care.

7. Nature of Engagement

7.1 We shall at all times be responsible for organising how and in what order the SEO Services and/or CRO Services and/or Other Recurring Services are performed.
7.2 The engagement under this Agreement is mutually non-exclusive and we shall be entitled, at its our expense, to subcontract the performance of the SEO Services and/or CRO Services and/or Other Recurring Services.
7.3 The engagement and appointment of a third party under this Agreement does not create any mutual obligations on the part of You or Intellistart to offer or accept any further engagement and no continuing relationship shall hereby be created or implied.

8. Services to be provided

8.1 The service is provided to facilitate the customer in search engine marketing for its website (hereafter referred to as “website”). Intellistart will act as virtual media agent for the customer.
8.2 Intellistart shall provide SEO Services and/or CRO Services and/or Other Recurring Services in accordance with this Agreement and in particular Clause 6.
8.3 Intellistart shall not incur any charges to the Client, without the prior written agreement and authorisation of the Client.
8.4 [The Website SEO shall be performed directly and all changes to the Website shall be uploaded directly to the host server via FTP. The Client shall provide the required access credentials including, but not limited to FTP details.] OR [The Service Provider shall not have FTP access to the Website and the Website SEO materials shall be submitted to the Client for uploading by the Client or a third party appointed by the Client.]8.5 Intellistart shall produce the following monthly deliverables upon written request by you and if permitted by the remaining hours allocated in your service by the end of each month:
8.5.1 production of Keyword Report;
8.5.2 the Website SEO;
8.6 The Client understands and acknowledges the following:
8.6.1 The times for websites to appear on search engine listings vary and the Service Provider can thus not guarantee that the Website will appear immediately on the Designated Search Engines or that its position will change immediately from that which it held prior to the SEO Services and/or CRO Services and/or Other Recurring Services being performed.
8.6.2 Intellistart cannot control search engines and cannot provide any guarantee that any of the Designated Search Engines will not change their policies or functionality in such a way that will have a detrimental effect on the ranking of the Website following the completion of the SEO Services.
8.6.3 Intellistart accepts no responsibility for any detrimental effect on the Website’s search engine rankings which results from any activity of the Client or any third party including, but not limited to, alterations to the Website.
8.6.4 Intellistart makes no guarantee that the SEO Services and/or CRO Services and/or Other Recurring Services will result in the Website appearing in the top 10 search results on the Designated Search Engines.
8.7 The customer may request that a campaign be suspended on a monthly basis subject to giving Intellistart 3 days notice in line with their payment schedule via the Intellistart Client Area of such intention prior to commencement of the relevant month. Intellistart reserves the right to reject any such request or to impose restrictions on such suspension at Intellistart’s sole discretion.
8.8 Delays in the provision of the service caused by force majeure or resulting from events which make the provision of the service by Intellistart more difficult or impossible for any substantial period of time (in particular strikes, lock outs, orders issued by any authority etc.) Will not be Intellistart’s responsibility. If the delay lasts more than three months, the customer may terminate the contract on reasonable notice.

9. Minimum Term

9.1 Each SEO Service is subject to a minimum term of 1 or 3 calendar months, depending on the duration selected, after which you may terminate the service by giving 1 full calendar month notice in writing.
9.2 Where you upgrade your package in accordance with clause 3 above you will be committed for a further 1 or 3 calendar months from the date of the upgrade.

10. Customer’s Obligations

10.1 The customer shall observe and comply with the laws applicable in England and Wales. As Intellistart will provide its services by reference to the material on the customer’s website, the customer shall comply with the following requirements relating to the legality of its website.
10.2 The customer will not include on its website nor in any pages or sub-pages nor in any banners nor in any e-mail address or other matters appearing in the website anything which is unlawful or immoral or which infringes the rights of third parties (trademarks, protected names, copyright, data protection etc.). In particular the customer will not offer nor allow to be offered any pornographic material or any services connected with gaming nor any material of a pornographic and/or erotic nature (eg. Naked images, peep shows etc.).
10.3 Material may only be uploaded, stored, kept available and/or transferred or disseminated on the customer’s website (in particular on those pages to be used by Intellistart in accordance with clause 3.3) for which the customer owns the necessary rights (in particular copyright and other intellectual property rights) and which do not infringe the rights of third parties. In particular the customer must be the owner of any necessary copyright or other intellectual property rights which permit the use of the contents of the website by INTELLISTART in providing this service.
10.4 In relation to the website for which the customer uses the services to be provided by Intellistart the customer agrees to comply with all applicable domestic and European legislation. Any use which contravenes any national, European or international laws which may apply to Intellistart or the customer’s local jurisdiction or any jurisdiction to which the customer or the customer’s website may be subject is strictly prohibited.

11. Licence

11.1 To facilitate the use by Intellistart of material from urls specified by the customer in accordance with clause 3.3 or (where the customer does not specify a URL) material from the whole of the customer’s website in preparing website copy and the key word list, the customer grants Intellistart a non-exclusive worldwide and irrevocable licence which is free of charge unlimited as to time freely assignable and in respect of which sub-licences can be granted for the purposes of copying, distributing, amending, displaying and publicising the content in connection with the service and Intellistart’s business.

11.2 Unless otherwise agreed any use of the material beyond the services to be provided by Intellistart pursuant to this Agreement is prohibited.

12. Payment

12.1 Prices quoted are fixed prices. The payment due depends upon the choice of tariff specially agreed with the customer. Intellistart is entitled to require payment in advance.
12.2 Where the customer pays an invoice without any reservation or where no objection is raised in connection with any payment by direct debit and no justified complaints are made within four weeks after receipt of an invoice, this is to be taken as an acknowledgement by the customer that there has been no substantial undersupply in the previous month or where appropriate that the credit given corresponds with the undersupply and that the service ordered by the customer has been provided correctly. Intellistart agrees to remind the customer in the invoice of the relevant time limit and of the significance to be attributed to the customer’s response.
12.3 Intellistart will assess the payment due in accordance with the current price list although this will not affect the customer’s main liability ie. In particular the commitment to pay the monthly budget amount and handling fee.
12.4 Intellistart is entitled to increase charges up to once in each quarter. The increase requires the customer’s agreement. The agreement will be deemed to be given unless the customer disputes the increase within four weeks following receipt of the relevant notification. Intellistart will remind the customer in the notification of the consequences of not disputing the increase.
12.5 In the event of any change in any tax payable in connection with the supply of the service, Intellistart is entitled to modify its charges for goods or services supplied on a regular basis from the time when the change takes effect.
12.6 The first invoice will be raised for the month beginning with the day upon which the agreement takes effect regardless of the selected tariff. Invoices will be raised for subsequent months ending in each case one day before the same day in each subsequent calendar month. Where no such day occurs in any calendar month, the month will end on the penultimate day of the month. SEO services which extend beyond the last day of any month will be carried over into the next invoicing period.
12.7 In the event of any change in the charges or the components of any charge (eg. Increase in any tax) occurring within any invoice period, a separate invoice will be raised covering the period from the beginning of the invoice period up to the time of the change and the period from the time of the change up to the end of the invoicing period.
12.8 Intellistart will issue the invoice to the customer at least five working days before the amount is debited either by e-mail or in the customer’s personal configuration menu.
12.9 Payment of the charges may only be made by a valid Credit Card or through gocardless. The customer authorises Intellistart to deduct any charges incurred from the account specified by the customer.
12.10 In the event of any delay in payment by the customer Intellistart is entitled to terminate their services and withhold works in progress immediately. In such an event the customer remains liable to pay the monthly charges.

13. Effective Time of Agreement, Termination, Compensation

13.1 Intellistart is entitled to accept the customer’s offer to receive the service within fourteen days following an order by telephone or dispatch of the order by the customer. The Agreement takes effect when the order is accepted by Intellistart.
13.2 By receiving the customer’s order, Intellistart becomes entitled but not committed to provide the services within the scope of the terms and conditions. The customer has no claim against Intellistart for performance of the Agreement until Intellistart commences to provide the service which will then be provided in accordance with the terms of this Agreement and charged for accordingly.
13.3 Intellistart reserves the right to decline any customer’s order without giving reasons.
13.4 Unless otherwise agreed the Agreement will last for a minimum period of one month.
13.5 If the Agreement is concluded for a fixed period or if a minimum period has been agreed with the customer, then the Agreement will be automatically renewed by the agreed period up to a maximum of one year unless it is terminated at least seven days before expiry of the relevant period. This provision will apply subject to any other arrangement with the customer.
13.6 If the Agreement has been concluded for an indefinite period it can be terminated by Intellistart on giving seven days’ notice to expire at the end of a month without the giving of any reason and by the customer on giving thirty days’ notice to expire at the end of a month.
13.7 Where the Agreement is terminated by Intellistart or by the customer resulting in an undersupply in the final month of the contractual period the customer will receive a refund relative to the Adv. Where a specific number of clicks has been agreed with the customer, the refund will correspond to the value of the remaining number of clicks for the month. Where a fixed monthly budget has been agreed with the customer, the refund will be a pro-rata amount of the monthly budget. There will be no refund of the handling fee.
13.8 The right of both parties to terminate the Agreement without notice where there has been a fundamental breach of contract remains unaffected. INTELLISTART shall in particular be entitled to terminate the Agreement without notice if the customer:
Fails to comply with any of the duties set out in clauses 4 and 5 or Fails to modify the customer’s internet pages so as to comply with the requirements of clause 4 within a reasonable period following a notice to do so
13.9 Where INTELLISTART is entitled to terminate the Agreement without notice INTELLISTART is entitled to require payment of an amount equal to 75% of the total of all monthly basic charges which the customer would have had to pay if the Agreement had been terminated with the appropriate notice unless the customer can establish that no loss has been incurred or that the loss actually sustained is substantially less than this amount.
13.10 Any termination of the Agreement must be in writing which includes fax.

14. Liability and Indemnity

14.1 The customer shall be solely responsible for the content of the website material and the search engine ranking. The customer warrants that the content of the website does not contravene current laws, exceed legal restrictions, and is not of an offensive nature and that the rights of third parties will not be prejudiced or infringed by the publishing of the website content.
14.2 The customer agrees to indemnify and keep indemnified INTELLISTART from and against all costs, claims, demands, liabilities, expenses, damages or losses (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation, and all interest, penalties and legal and other professional costs and expenses) arising out of or in connection with this Agreement. In particular and without prejudice to the generality of the foregoing the customer will indemnify INTELLISTART against all losses, liabilities, costs and expenses reasonably suffered or incurred by INTELLISTART, all damages awarded against INTELLISTART under any judgment by a court of competent jurisdiction and all settlements sums paid by INTELLISTART as a result of any settlement agreed by it arising out of or in connection with:
– Any claim by any third party that the use of the service by the customer is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or constitutes a breach of any applicable law, regulation or code of practice
– Any claim by any third party that the use of the service by the customer infringes that third party’s copyright or other intellectual property rights of whatever nature; and
– Any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the service by the customer.

14.3 INTELLISTART shall have the right, but shall not be obliged to check the content of the website copy. INTELLISTART shall have the right without prior notice to remove any website copy which contravene the provisions of this Agreement or which contravene current laws, exceed legal restrictions or are of an offensive nature. INTELLISTART shall notify the customer in a timely manner of any measures taken. The customer shall remain liable to pay the contractually agreed charges except where the customer establishes that INTELLISTART removed the website copy, content, plug-ins or add-ons without justification. Other claims by the customer for reimbursement or damages are excluded.
14.4 In the case of each website copy INTELLISTART shall be liable only for publishing the website copy correctly but shall not be responsible for the website copy actually being seen by the intended recipient.
14.5 If website copy of either type are not published on time or fully or in accordance with the Agreement with the customer, INTELLISTART shall have the right and shall be required to make the necessary corrections within a reasonable period of time. After two unsuccessful attempts at making the necessary corrections the customer shall have a right of cancellation or shall be entitled to a reduction in the amount charged.
14.6 INTELLISTART disclaims all liability in connection with loss of material or technical problems including errors or interruptions of the website.
14.7 Subject to the above, INTELLISTART shall have no liability to the customer for any loss, damage, costs, expenses or other claims for compensation arising from any material supplied by the customer to INTELLISTART for the purpose of this Agreement or instructions supplied by the customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wring form, or arising from their late arrival or non-arrival, or any other fault of the customer
14.8 Except in respect of death or personal injury caused by intellistart’s negligence, or as expressly provided in this Agreement, INTELLISTART shall not be liable to the customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Intellistart’s, its servants or agents or otherwise) which arise out of or in connection with the provision of the services to the customer pursuant to this Agreement, and the entire liability of Intellistart’s charges for the provision of the said services, except as expressly provided in this Agreement.
14.9 Intellistart shall not be liable to the customer or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of Intellistart’s obligations in relation to the said services, if the delay or failure was due to any cause beyond Intellistart’s reasonable control.
14.10 The statutory rights of consumers shall remain unaffected by the provisions of this Agreement.

15. Data Protection; Outsourcing

15.1 Intellistart records processes and uses personal data of customers without requiring their specific consent only so far as such data is necessary for processing customers’ orders and for invoicing purposes. Further information is available in our Privacy Policy
15.2 The customer accepts that Intellistart will put its name on its mailing list for receipt of product information and other marketing material from Intellistart unless it informs Intellistart in writing that it does not wish to receive such material.
15.3 The customer agrees that Intellistart may outsource the management of campaigns to a third party in which case Intellistart shall be entitled to forward all data required for this purpose to the third party.

16. Miscellaneous

16.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
16.2 This Agreement shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement.
16.3 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
16.4 If any provision of this Agreement is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.
16.5 The parties agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

17. Important Information for Placing Order

The following information is provided to customers in compliance with EU Directive No. 2000/31/EC (the e-Commerce Directive):

17.1 The following are the steps to be taken by the customer to place and order using Intellistart’s site. Orders may only be placed in English. Orders will be acknowledged via e-mail within 3 working days from placing the order. The order steps are:
– Select the desired package
– Enter address details or, if existing customer account number/domain name and password
– Miscellaneous: enter password, where did you here about us/order software
– Finalise/confirm order/review everything/enter credit card data
17.2 The customer may check to see whether an order has been placed correctly and if necessary correct any errors in the client area.
17.3 Once an order has been placed it will be filed by Intellistart and will be accessible to the customer.
17.4 This site is owned and operated by Intellistart Ltd. A company registered in England and Wales (Co. Reg. No 11325972) whose registered office is at 15 Queen Square, Leeds, LS2 8AJ.
17.5 The customer may contact Intellistart by calling 0161 877 4888 or by writing to 15 Queen Square, Leeds, LS2 8AJ.
17.6 Intellistart’s VAT number is GB295968426.