Terms & Conditions

Because they outline our and your legal rights and obligations in respect to our SEO and Internet marketing services, please read these Terms and Conditions carefully.

1. Definitions and analysis

1.1 The Agreement reads as follows:

A company, firm, or person that controls, is controlled by, or is under common control with the pertinent company, firm, or person is referred to as a "affiliate";

"Agreement" refers to the contract between the Company and the Customer, which includes these SEO and Internet marketing Terms and the Proposal, as well as any subsequent changes;

Any weekday that is not a bank or public holiday in England is referred to as a "business day";

"Business Hours" refers to the period on a business day between 9:00 and 17:00;

Charges are defined as sums owed by the Customer to the Company under or in connection with the Agreement (including costs), as determined by Clause 7;

The Keynote Technologies Ltd, doing business as Keynote Technologies Ltd, with headquarters at 71-75 Shelton Street, Convent Garden, London, WC2H 9JQ, is referred to as the "Company."

Defining "Confidential Information"

(a) any information provided (whether provided orally, in writing, or in any other manner) by one party to the other party that is marked as "confidential," is described as "confidential," or is otherwise deemed to be confidential;

"Control" is defined as the legal authority to direct or indirectly affect how an entity is managed (and "Controlled" will be interpreted correspondingly);

The consumer for services under the Agreement as described in the Proposal is referred to as the "customer" or the “client”;

The campaign's "Effective Date" is the day it launches once the customer accepts the proposal and these SEO and Internet marketing.

An event or series of related events that are beyond the reasonable control of the party affected are referred to as "Force Majeure Events," and include issues with the internet or a portion of the internet, hacker attacks, virus or other malicious software attacks or infections, power outages, third-party industrial disputes, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars; The term "Rate" refers to the Company's fees as outlined in the Proposal and as adjusted whenever after the conclusion of the Minimum Term by the Company providing the Customer with at least 30 days' written notice of the update;

All intellectual property rights, whether registered or unregistered, and any application or right of application for such rights are collectively referred to as "intellectual property rights" (the "intellectual property rights" referred to above also include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, and unfair competition rights).

The time period beginning on the Effective Date is referred to as the "Minimum Term";

The Data Protection Act of 2018 and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council define "personal data" according to these definitions;

"Proposal" refers to the document the Company provided outlining the terms of the Agreement, the scope of the Services, and other related topics

The marketing services related to the Website described in Clause [3] are referred to as "Services";

Term" refers to the Agreement's term;

The website or websites mentioned in the proposal are referred to as "websites"; and "Year" refers to the 365-day period beginning on the Effective Date or any anniversary of the contract start date (or 366 days if there is a 29 February in the relevant period).

1.2 When a statute or statutory provision is mentioned in the Agreement, it includes the following:

(a) the statute or statutory provision in question, as amended, consolidated, or reenacted from time to time; and

(b) any subsidiary legislation created in accordance with the law or statutory provision.

1.3 The titles of the Clauses have no bearing on how the Agreement should be interpreted.

1.4 Since the ejusdem generis principle is not intended to be applied in interpreting the Agreement, no general concept or category used in the Agreement will be constrained by any particular examples or instances provided in connection with that concept or category.

2.Term

From the Effective Date, this Agreement will remain in effect for the Minimum Term. After the Minimum Term, it will automatically renew on the anniversary of the Effective Date for further terms that are equal in length to the Minimum Term ("Renewal Term"), until one party sends the other party written notice to terminate in accordance with section [13].

3.Services

3.1 Beginning with the commencement date of the contract, the Company will market the website. This marketing may entail offering some or all of the following services:

(a) Altering the website's content (including by adding, removing, or changing any text, photos, pages, meta-tags, titles, style sheets, scripts, internal links, and website structure);

(b) submission of the website to search engines and directories, both for payment and without payment;

(d) Creating and distributing electronic news releases;

(e) Connection building;

(f) How internet advertising, such as pay-per-click, pay-per-view, banner, and other forms of paid internet advertising, is organized;

(g) The use of affiliate marketing programs, both in their implementation and/or utilization;

(h) The administration and operation of an email marketing campaign; and/or

(I) Other website promotion methods, whether known at the time of the Agreement or afterwards discovered or made public.

3.2 Throughout the Term, the Company shall deliver to the Customer written reports detailing the Services related to the Website at regular monthly intervals.

3.3 Where the Company offers the Customer website hosting services, those services will be delivered by a third-party hosting company. In relation to the Website Hosting Services, the Customer shall be solely responsible and liable for compliance with all applicable privacy and personal data protection laws (including, but not limited to, those set forth by General Data Protection Regulation (EU) 2016/679), which may be applicable to any personal information, data, or content collected through, stored, or otherwise processed in relation to the Website Hosting Services via the Customer website or otherwise.

Without any obligation of any kind to the Company, the Customer shall always have control over any such personal data. The Customer understands that, under certain, limited circumstances, the Company may have access to information through the Web Hosting Services. The Company will not, however, become the controller, processor, subprocessor, or recipient of any such data in the event of such restricted access. Without limiting the generality of the aforementioned, the Customer is solely responsible for installing organizational and technological security measures capable of adequately protecting any personal data stored or processed on the website or server if they utilize the website hosting services. As a result, The Customer will be fully liable for all incidents, breaches, and other violations involving such data.

4. Customer Obligations

4.1 The Client will give the Company the following:

(a) the capability of accessing and modifying the Website.

(b) aid in selecting suitable keywords and keyword combinations that should be targeted while utilizing the Services.

(c) direct access to analytical information on the website, such as information on traffic sources, visitor behavior, website usage, conversion rates, and comparable information.

(d) All other assistance, data, and paperwork that the Company may reasonably require in order to provide the Services.

4.2 The Customer is in charge of securing any third party assistance that is arguably necessary for the performance of the Services.

4.3 The Customer is in charge of acquiring the proper licenses for any third-party software (such as email client software) necessary for the full use of the Services.

5. Legality

5.1 The Customer is not permitted to use the Website:

(a) to host, store, send, relay, or otherwise process any material; or

(b) with no particular intention;

Which violates any laws, rules, or legally binding codes, or which is illegal, unethical, fraudulent, violates the rights of third parties, or could result in legal action being taken against the Company, the Customer, or any other party.

Without limiting the generality of Clause [10.1], the Customer warrants that any marketing list (including any email marketing list) provided by the Customer, or on behalf of the Customer, to the Company will have been compiled and collected in accordance with all applicable laws and regulations, and that the use of any such list by the Company for the purposes of the Services [in accordance with the Customer's instructions] will not:

The General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other applicable laws;

(b) violate the legal rights of any third parties; or

5.3 The Company may suspend any or all of the Services and/or the Customer's access to any or all Services while it conducts an investigation if it has a good faith suspicion that the terms of this Clause [5] have been violated.

5.4 Any violation of this Clause [5] by the Customer will be regarded as a significant breach of the Agreement.

5.5 The Customer hereby releases and agrees to hold the Company harmless from and against any and all liabilities, damages, losses, expenses, and costs (including attorney fees and amounts paid in settlement of any claim or legal action) resulting from any breach [or alleged breach] of this Clause [5] by the Customer.

Intangible property rights

6.1 In order for the Company to carry out its duties and exercise its rights under the Agreement, the Customer hereby grants the Company a non-exclusive license to use the Website.

6.2 The Company will own all intellectual property rights in all works that are created as a result of the performance of the Services. In the event that the Company modifies the Website while rendering the Services, the Company thus provides the Customer a non-exclusive royalty-free license to use such modifications in conjunction with the Website.

7. Costs and payments

7.1 The Customer will reimburse the Company for the Charges related to the Services, which will be equal to:

(a) The proposed monthly cost +

(b) any costs that the Company incurred while offering the Services (which expenses will be passed on at cost).

7.2 The Company shall make sure that the charges for the services provided in any period do not go over the monthly cost specified in the proposal for that period.

7.3 Charges will still be incurred by the Customer if it decides to cut its paid media budget or stop using it at any point during the Minimum Term or Renewal Term.

7.4 Unless specifically stated differently in the contract conditions, the Company shall invoice the Customer for Charges for the Services monthly in advance

7.5 Within 30 days of the invoice's issuance date in accordance with Clause [7.3], the Customer shall pay the Company the Charges. In the event that the Customer's credit rating is insufficient, the Customer will be put on zero-day terms and agrees to fill out a direct debit mandate form in order to pay the Charges to the Company up front.

7.6 7.6 Unless unless stated differently, all charges listed in or related to the Agreement are stated exclusive of VAT.

7.7 Charges have to be paid via direct debit, bank transfer, or check (using such payment details as are notified by the Company to the Customer from time to time).

7.8 If the customer fails to pay any sums owing to the company in accordance with the terms of the agreement or otherwise, the company may:

charge the customer interest on the past-due amount at the statutory interest rate in effect (interest accruing daily from the date of due payment to the date of actual payment and compounded every three months); or

(b) Pursue the Customer for interest and statutory damages in accordance with the Late Payment of Commercial Debts (Interest) Act of 1998.

(c) Limit, scale back, or stop offering services to the Customer under this Agreement until the Customer settles any outstanding balances with the Company.

(d) Should the Customer frequently violate the credit terms set forth in this Agreement, the Customer consents to pay by direct debit and to submit a mandate to the Company upon its request.

7.9 The Company is going to:

(a) compile all supporting documentation for all expenses;

(b) keep such documents and proof on file for the duration of the Term and for three months after it ends; and

(c) in response to a written request, provide the Customer with those records and supporting documentation within 30 business days.

8.Warranties

8.1 The Customer guarantees to the Company that it has the power and authority necessary to enter into the Agreement and carry out its duties thereunder

8.2 The Company promises the Client the following:

(a) that it is legally capable of entering into and carrying out its responsibilities under the Agreement; and

(b) that it will carry out its responsibilities under the Agreement with due care and diligence.

8.3 The client is aware of the following:

(a) The Company has no control over periodic modifications to search engine algorithms, which could have an impact on how the Website ranks in search engine results pages;

(b) It may take several months for the Services to significantly impact how well a Website is ranked in search engine results pages;

(c) since web site promotion is a continuous process, should the customer end the Agreement and/or stop advertising the Website, the impacts of the Services will probably suffer;

(d) If the customer or any other party alters the website in a way that undoes or undoes changes made by the company as part of the services, the company will not be held liable;

(e) The Customer shall be in charge of making arrangements for and paying for any additional costs associated with increased traffic levels and bandwidth requirements for the Website as a result of the Website's advertising;

(f) Despite the Services, the Website's traffic volume and search engine results page ranks may both fall and grow.

8.4 The Company makes no guarantees that using the Services will lead to any specific results. When the Company specifies certain goals it will try to achieve through the delivery of the Services, those goals are not guaranteed, and missing them won't constitute a violation of the Agreement.

8.5 The contents of the Agreement fully state all of the parties' liabilities and obligations with regard to the Agreement's subject matter. No other conditions pertaining to the Agreement's subject matter shall be implied into the Agreement or any linked contract, to the fullest degree permissible by relevant law.

9. Liability Exclusions and Limitations

9.1 The Agreement does not include anything that will:

(a) Restrict or disclaim a party's liability for a third party's negligence-related death or personal injury;

(b) Restrict or disallow a party's liability for fraud or deceptive representations made by that party;

(d) Disclaim any obligation of a party that is not permitted to be disclaimed under relevant law.

9.2 The liability restrictions and exceptions outlined in this Clause 9 and elsewhere in the Agreement: are governed by Clause 9.1 in

(a) Apply to all liabilities arising under the Agreement or in connection with its subject matter, including contractual, tortious (including negligent), and statutory duty-related liabilities.

9.3 The company disclaims all responsibility for any loss of revenue, use, profits, income, or projected savings.

9.4 The Company disclaims all responsibility for any lost business, contracts, or business possibilities.

9.5The Company disclaims all responsibility for any reputational harm or goodwill loss.

9.6The Company disclaims all responsibility for any loss or damage of data, databases, or software.

9.7The Company disclaims responsibility for any indirect, special, or consequential loss or damage.

9.8 The Company will not be responsible for any losses caused by a Force Majeure Event.

9.9 In no circumstances may either party's liability to the other with respect to any occurrence or series of connected events exceed the greater of: .

(a) £500.00; and

(b) the entire sum paid by the Customer to the Company under the Agreement in the 12 months prior to the event or events giving rise to the claim, or (if more) the total amount due by the Customer under the Agreement in that time.

9.10 Under the Agreement, each party's total liability shall not exceed the greater of:

(a) £1000.00; and

(b) the total sum paid by the Customer to the Company or, if higher, the total amount payable by the Customer under the Agreement.

10. Data security

10.1 The Customer represents and warrants that all Personal Data it does in fact disclose to the Company pursuant to the Agreement is disclosed with the Customer's consent and that the processing of such Personal Data by the Company for the purposes of and in accordance with the terms of the Agreement will not violate any applicable laws, including the Data Protection Act of 2018 and the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council.

10.2 Where the Company serves the Customer as a data processor on their behalf, it will make sure that it complies with the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council, which outlines the special criteria for data processors.

11. Confidentiality

11.1 Each party is obligated to maintain the confidentiality of the other party's confidential information and to refrain from disclosing it unless specifically authorized by this clause 11.

11.2 Each party will use at least reasonable security measures to safeguard the secrecy of the other party's sensitive information.

11.3 Provided each recipient is legally obligated to maintain the confidentiality of the Confidential Information, the other party may disclose the Confidential Information of a party to its employees and professional advisers.

11.4 These confidentiality responsibilities will not be applicable to information that is considered to be:

(a) Has been made public or is widely known (other than as a result of an Agreement violation)

(b) was known to the party receiving the information before the other party disclosed it and can be proven by the receiving party to have been known to it; or

(c) is required by law to be revealed, or by an order (binding upon the relevant party) of a competent governmental authority, regulatory organization, or stock exchange.

12. Publicity

In promotional materials, we reserve the right to utilize your firm name and website URL unless you specifically request confidentiality in writing.

13.Termination

13.1 The Agreement may be terminated by either party with at least 30 days' written notice to the other. Either party may choose to terminate this Agreement at any time during the Minimum Term or Renewal Term by giving the other party writing notice, but only at the end of the Minimum Term or Renewal Term. For the avoidance of doubt, parties may terminate the agreement at any time during the Minimum Term or any succeeding Renewal Term by giving the other party 30 days' written notice; however, termination will not take effect until the conclusion of the applicable Minimum Term or Renewal Term.

13.2 The agreement may be terminated immediately by either party by giving the other party written notice in the following situations:

The opposing party:

(a) Dissolves

(b) Is declared insolvent or suffers from insolvency

(c) Any of the other party's assets are given to an administrator, administrative receiver, liquidator, receiver, trustee, manager, or someone else with a similar role

(d) If the other party is ordered to be wound up or if it adopts a resolution to be wound up (other than for the purpose of a solvent company reorganization where the new corporation would take on all of the other party's responsibilities under the Agreement);

(e) If the other party is an individual, that party passes away, becomes incapable of managing his or her own affairs due to illness or disability, or is the target of a bankruptcy petition or order.

13.3 The Customer may end the agreement before the Minimum Term or Renewal Term expires, but only after paying an amount equal to 85% of the fees due for the remaining time. The Client acknowledges that this pre-estimate of the Company's loss in the event of termination in accordance with this clause 13.3 is reasonable.

14. Termination effects

14.1 Upon termination, all provisions of the Agreement will no longer be in force, with the exception of the clauses listed below, which will remain in force indefinitely or in accordance with their terms: Clauses 1, 5.5, 7.7, 9, 11, 14, and clauses 15.3–15.12

14.2 If the Agreement is terminated, neither party's accrued rights—including accrued rights to payment—will be impacted as of the termination date.

14.3 If the Customer terminates the Agreement pursuant to Clause 13.2 (but in no other circumstance), the Customer will not be obligated to pay the Company for any Services that were to be rendered after the date of effective termination and will not be obligated to pay the Company such Charges (such amount to be calculated by the Company using any reasonable methodology).

14.4 The Customer will not be entitled to a reimbursement of Charges upon termination, with the exception of what is stated in Clause 14.3, and will still be obligated to pay Charges to the Company for the applicable Minimum Term and Renewal Term.

15. General

15.1 Any notice given under the Agreement must be in writing (regardless of whether it is referred to as "written notice" in the Agreement), delivered in person, sent via pre-paid first class mail, or delivered via email, to the relevant address or email address specified in the Proposal, and addressed to the appropriate person (or as notified by one party to the other in accordance with this Clause).

15.2 If the time specified below is outside of business hours, the notification shall be assumed to have been received when business hours resume after the specified time, as follows:

When the notification is personally delivered, in case

(a) At the moment of delivery

(b) 48 hours following posting if the notice is sent via postal service

(c) in cases where email is used for the notice, at the time of transmission (providing the sending party retains written evidence of the transmission).

15.3 The agreement's provisions may not be waived except with the express written approval of the party not in violation.

15.4 If a court or other competent authority finds a clause of the agreement to be invalid or unenforceable, the remaining clauses of the agreement will remain in force. If any unenforceable or illegal clause might be made legal or enforceable if any of it were removed, that portion will be presumed to be removed, and the remaining portions of the clause will remain in force (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

15.5 No provision of the Agreement will give rise to a partnership, agency arrangement, or employment contract between the parties.

15.6 The Agreement cannot be modified unless both parties sign a formal instrument on each other's behalf.

15.7 The Company may freely assign its rights and duties under the Agreement to any Affiliate of the assigning party or to any subsequent owner of all or a sizable portion of the assigning party's business from time to time without the approval of the other party. Without the prior written approval of the other party, neither party may assign, transfer, charge, license, or otherwise deal with the Agreement or any rights or obligations under the Agreement, except as expressly allowed in this Clause or elsewhere in the Agreement.

15.8 The Company is free to assign any of its responsibilities under the Agreement to any other party.

15.9 In order for the parties to be able to exercise their rights and fulfill their responsibilities under the Agreement, each party agrees to execute (or arrange for the execution of) all papers and to take any reasonable action reasonably within that party's power.

15.10 The Agreement is formed for the benefit of the parties only, and no third party is intended to gain anything from it or be able to enforce it. The approval of any third party is not required for the parties to terminate, rescind, or agree to any amendment, waiver, variation, or settlement under or relating to the Agreement.

15.11 Within the Purview of Clause 9.1:

(a) The Agreement represents the parties' entire understanding with respect to its subject matter and supersedes all prior agreements, arrangements, and understandings with respect to that subject matter.

(b) Neither party will be entitled to receive compensation for any misrepresentation (whether oral or written) made to it in connection with the Agreement; and

15.12 The laws of England and Wales shall be used to interpret and govern the Agreement, and the English courts will have exclusive jurisdiction over any disputes arising out of or related to the Agreement.

16. Refund

We will never issue a refund for any payments made to us. When payment is made, it is made for the specific month, and we will make sure the agreed-upon services are provided. Money paid to Keynote Technologies Ltd is not refundable.

17. Cancellation

17.1 You have the right to revoke your registration or plan at any time, but you must give notice beforehand. If you have used our monthly management services for less than six months, you must serve a minimum of one month, and if you have used them for more than six months, you must serve two months.

17.2 The monies that are paid in advance for periods or months in advance are not refundable. Subject to Point 17.1, you would still be required to give notification when the prepaid payments expire.

18. The Company may terminate or suspend your registration.

18.1 If you violate any of your obligations under these Terms and Conditions, we reserve the right to immediately suspend or cancel your registration.

18.2 You are always free to cancel your registration by sending us a written notice at info@keynotetechnologies.co.uk. You must discontinue using the Company Site if you do this.

18.3 Neither party's statutory rights nor obligations will be impacted by the suspension or cancellation of your registration or your right to access the Company Site.