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  1. Interpretation
    1. In these Conditions:
      "Action" means a single agreed occurrence as specified on the Sales Order within the Paid Search Process Flow;
      "Charges" means the Company's quoted charges set out in the Sales Order or as varied pursuant to these Conditions together with any additional charges agreed between the Client and the Company from time to time;
      "Click" means a visitor delivered to the Client’s website from a link in a paid search campaign;
      "Client" means the person or company whose details are set out in the Sales Order and who has requested the Specified Services;
      "Company" means Latitude Group Limited (registered in England and Wales with number 4205254) and its successors and assigns;
      "Conditions" means the terms and conditions set out in this document and includes any Special Conditions;
      "Confidential Information" means any and all information in whatever form whether disclosed orally or in writing (including any electronic or machine readable form) or in any other form including, without limitation, the form, materials and design of any relevant equipment or any part thereof, the methods of operation and the various applications thereof, processes, formulae, plans, strategies, data, know-how, designs, photographs, drawings, specifications, technical literature and any other material made available by one Party to the other Party or gained by the visit by one Party to any establishment of the other Party whether before or after this Agreement is entered into, for the purpose of considering, advising in relation to or furthering the Purpose together with any information derived from such information;
      "Contract" means a contract for the provision of the Specified Services;
      "Deliverables" means the result of performing the Specified Services as detailed on the Sales Order;
      "Input Materials" means any materials, data or other information provided by the Client in relation to the Specified Services;
      "Intellectual Property Rights" means any patent, patent application, know how, trade or service mark (whether registered or unregistered), trade or service mark application, trade name and logo, registered design, design right, copyright or other similar intellectual or industrial right;
      "Managed Fee Campaign" means a marketing campaign using paid search where the Client pays to the Company the full cost of all Clicks purchased from key-word providers plus a management fee to the Company;
      "Output Materials" means any documents, manuals, data, materials or other information provided by the Company in relation to the Specified Services;
      "Paid Search Process Flow" means the process commencing with a visitor from a link in a paid search campaign and ending with an Action in respect of a customer;
      "Sales Order" means the Company's sales order form setting out amongst other things the Client's details and Specified Services requested;
      "Search Engine Optimisation" means on- and off-site improvements to the Client’s website to make it more visible on agreed search engines (also referred to as “natural” or “organic” search);
      "Specified Services" means the services detailed in the Sales Order and requested by the Client;
      "Special Conditions" means any special conditions agreed by the Company and set out in the Sales Order;
      "Term" means the time period (if any) for the provision of the Specified Services as set out in the Sales Order or as otherwise provided in these conditions;
      "Writing" includes telex, cable, facsimile transmission, electronic mail and any other comparable means of communications.
    2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
    3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
    4. Any reference to a person includes a reference to an individual or a body corporate or unincorporate or a partnership.
    5. Any reference to the masculine includes the feminine and the neuter and to the singular includes the plural and vice versa as the context admits or requires.
  2. Basis of Contract
    1. The Company shall provide and the Client shall purchase the Specified Services in accordance with the Sales Order, or any purchase order of the Client which is accepted in Writing by the Company, subject in either case to these Conditions. These Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such Sales Order is accepted or purported to be accepted, or any such purchase order is made or purported to be made, by the Client.
    2. The Sales Order (including any Special Conditions) shall form an integral part of the Contract. If there is any conflict or inconsistency between the terms of the Sales Order (including any Special Conditions) and the terms and conditions set out in this document, the terms of the Sales Order (and any Special Conditions) shall take precedence.
    3. No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Company and the Client.
    4. The Company's employees or agents are not authorised to make any representations concerning the Specified Services unless confirmed by the Company in Writing. In entering into the Contract, the Client acknowledges that it does not rely and has not relied on any such representations which are not so confirmed.
    5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
    6. The signed Sales Order binds the Client to an exclusive relationship with the Company for the duration of the Term.
  3. Orders and Specified Services
    1. Orders for the supply of the Specified Services shall be made on the Sales Order, or by the Client's purchase order in the style, format and content approved by the Company.
    2. No order submitted by the Client shall be deemed to be accepted by the Company unless and until confirmed by the Company's authorised representative in Writing.
    3. The Client shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any specifications) submitted by the Client, and for giving the Company (at the Client's expense) all necessary Input Material relating to the Specified Services within a reasonable period of time to enable the Company to perform the Contract in accordance with its terms.
    4. The Client shall at its own expense retain duplicate copies of all Input Material and insure it against accidental loss or damage. The Company shall have no liability for any accidental loss or damage to such Input Material howsoever caused. All Output Material shall be at the sole risk of the Client from the time of its delivery to the Client or as otherwise made available to the Client.
    5. No order which has been accepted by the Company may be cancelled or varied by the Client except with the agreement in Writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including suppliers costs), damages, charges and expenses incurred by the Company as a result of such cancellation or variation.
    6. The Company reserves the right but is not under any legal obligation to make any changes in the specification of the Specified Services which are required to conform with any applicable safety or other statutory, regulatory or legal requirements or such other changes which do not materially affect the nature and quality of the Specified Services.
    7. During the continuance of the Contract the Client shall not enter into any contract or arrangement with any third party, or in-house department, for the supply of services that are similar or identical to the Specified Services unless otherwise agreed in Writing by the Company.
    8. Any exclusivity provisions under which the Client agrees not to obtain similar services from third parties shall only apply whilst the Contract is in force and for a maximum period of five years from the date on which this Contract is entered into, following which period, the parties will negotiate in good faith any renewal of such exclusivity.
  4. Charges
    1. The Client shall pay the Charges for the Specified Services.
    2. The Charges are based on information available to the Company at the time of providing the quotation as set out in the Sales Order and in the event of any change in supplier commissions at any time, the Company shall be entitled to vary the Charges to take into account such changes.
    3. The Charges are based on information available to the Company at the time of providing the quotation as set out in the Sales Order and in the event of any change in the information and/or any other details relating to the delivery of Specified Services at any time the Company shall be entitled to vary the Charges to take into account such changes.
    4. In the event of any variation of the Specified Services by the Client, the Client shall pay to the Company all extra charges, costs and expenses of such variation.
    5. In the event that any voluntary act or omission on the part of the Client, its personnel or any body or person contracted to the Client in respect of or connected with the Specified Services results in the Company being unable to deliver the Specified Services (in full or in part) or comply with its obligations under the terms of the Contract then the Client shall:
      1. pay to the Company such Charges as it would otherwise be required to make if the voluntary act or omission had not taken place; and
      2. indemnify the Company and keep it indemnified from and against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such voluntary act or omission.
    6. In the event that the Company is unable to deliver the Specified Services (in full or in part) or comply with its obligations under the terms of the Contract as a result of the Company being required in respect of the delivery of the Specified Services to conform with any legal or statutory obligations or regulations to which the Client is subject and is not at that time compliant, then the Client shall:
      1. pay to the Company such Charges as it would otherwise be required to make if the conformity to ensure compliance with the legal or statutory obligations or regulations had not been necessary; and
      2. indemnify the Company and keep it indemnified from and against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of such non-compliance by the Client.
    7. The Charges and all other payments for the provision of the Specified Services are exclusive of any applicable Value Added Tax and other duties and taxes which shall be payable by the Client in addition to the Charges and other payments.
    8. All payments by the Client shall be made without set-off or counterclaim and without any deduction. If the Client is compelled to make any deductions whether by law or otherwise the Client shall pay additional amounts to ensure receipt by the Company of the full amount which the Company would have received but for such deduction.
  5. Payment
    1. Managed Fee Campaign
      1. All Charges are payable in advance.
      2. The Company shall issue an invoice on a monthly basis commencing on the date of the Contract for a sum representing an estimate of the aggregate of the Charges for each subsequent month and such invoice shall be paid by the Client within 5 working days by direct debit.
      3. The Client shall be liable for Charges upon a Click being effected regardless of whether or not the Client's internet web page is operational for any reason whatsoever.
      4. In the event of any shortfall in the sum paid in advance by the Client in any month, the Company shall issue an invoice for the balance payable by the Client within 14 days of the end of that month and such invoice shall be paid immediately by direct debit.
      5. In the event of any excess in the sum paid in advance by the Client in any month, the Company shall issue a credit note to the Client for the excess sum paid and at its discretion, return any excess payment to the Client or set off such excess sum paid against the Company's subsequent invoices or against any other sums owing by the Client to the Company.
    2. Consultancy Services and Search Engine Optimisation Services
      1. The Company shall issue an invoice for a sum representing 100% of the monthly Charges and the Client shall pay such invoice through Direct debit.
    3. In the event the Client disputes any invoice, the Client shall notify the Company in Writing of such dispute within 7 days of the date of the invoice and at the same time shall provide all documents and information in support of its reasons for such dispute to the Company and if the parties are unable to resolve the difference between them within 21 days of the date of the invoice, the dispute shall be referred on the application of either party to an independent accountant nominated by the President for the time being of the Institute of Chartered Accountants of England and Wales. Such invoice (or balance thereof) shall be paid by the Client within 7 days of the determination by the nominated independent accountant. In the event no notification is received by the Company in accordance with this clause, the Client shall not be entitled to dispute such invoice thereafter.
    4. The Client shall be entitled to pay the Charges by cheque, cash, standing order, bankers order, direct debit or credit card. Should payment be made by monthly standing order, the number of monthly payments shall be equal to the length of the Term.
    5. The Company shall be entitled to appropriate any payments received from the Client to any outstanding invoices or other payments due to the Company in any order the Company may deem appropriate.
    6. In the event any request in Writing is received from the Client for a postponement in delivery or completion of part or all of the Specified Services for any reason whatsoever the Company shall be entitled to invoice the Client for the full amount for which it would have been entitled to invoice at such time had no such postponement been requested and such invoice shall be paid in accordance with clause 5a as if the Specified Services had been delivered or completed.
    7. In the event of failure by the Client to make payment of any sums payable by the due date then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:-
      1. cancel the Contract and suspend any further provision of the Specified Services;
      2. charge the Client interest (both before and after any judgment) on the amount unpaid at the rate of 1% per month until payment in full.
  6. Delivery and Acceptance
    1. The Client shall use tracking mechanisms agreed in Writing by the Company to verify delivery of the Deliverables by the Company. Any time and date given by the Company for delivery is given and intended as an estimate only and time shall not be of the essence.
    2. Both Client and Company will have the right to audit the tracking mechanism to verify achievement of the Deliverables upon 48 hours notice.
    3. Upon delivery of the Deliverables (which for the purpose of this clause 6c shall include any report relating to achievement of the Deliverables) the Client shall be responsible for inspecting the Deliverables and shall notify the Company in Writing within 3 days of delivery of any matter or thing by reason whereof the Client alleges that the Deliverables do not comply with the specifications of the Contract or are otherwise incorrect. If the Client fails to give such notice in accordance with this clause the Deliverables shall be deemed to comply with the specifications of the Contract (and are otherwise correct) and the Client shall not be entitled to make a claim thereafter that the Deliverables do not comply with the specifications of the Contract (or are otherwise incorrect).
  7. Intellectual Property Rights
    1. Subject to clause 7c, all Intellectual Property Rights used or subsisting in or in connection with the Specified Services and with respect of all Output Materials and Deliverables are owned and will be the sole property of the Company. The Client will not during or at any time after the completion, expiry or termination of this Agreement in any way question or dispute the ownership by the Company thereof. The Client shall, subject to payment in full of all Charges on the due dates for payment and compliance with the other terms and conditions of the Contract, benefit from a non-exclusive licence granted to it by the Company for the use of the Company's Intellectual Property Rights in the Output Materials and Deliverables only.
    2. The Client undertakes not to use, re-use or recreate the content or other material relating to the Output Materials or the Deliverables or the Intellectual Property Rights relating thereto, all of which belong to or have vested in the Company.
    3. All Intellectual Property Rights in any Input Materials shall belong to the Client and the Client hereby grants to the Company a non-exclusive licence to use all Intellectual Property Rights in such Input Materials for the purpose of providing the Specified Services.
    4. The Client warrants that it owns all Input Materials or has a valid and subsisting licence to use such Input Materials and the use by the Company of the Input Materials for the purpose of providing the Specified Services will not infringe the Intellectual Property Rights or any other rights of any third party. The Client shall indemnify the Company against any losses, damages, costs, expenses or other claims arising from any such infringement or breach of this clause.
    5. The Client will indemnify the Company on demand against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the use or possession of the Input Materials or the provision of the Specified Services in accordance with the Client’s specifications infringes the Intellectual Property Rights or any other rights of any third party.
  8. Confidentiality
    1. Both during the Contract and after its termination, the parties shall treat as confidential (and shall procure that the personnel of each of them treat as confidential) and shall not (and shall procure that the personnel of each of them does not) other than in the proper provision of the Specified Services, use or disclose to any person, firm or company, any Confidential Information belonging to the other party or its clients or suppliers, nor permit its use or disclosure.
    2. The provisions of clause 8a shall not apply where Confidential Information is divulged to:
    3. either party’s own employees and then only to those employees who need to know the same;
      1. either party’s auditors, an officer of Inland Revenue, an officer of HM Customs and Excise, a court of competent jurisdiction, governmental body or applicable regulatory authority and any other persons or bodies having a right, duty or obligation to know the business of the other party and then only in pursuance of such right, duty or obligation.
    4. Both parties undertake to ensure that persons and bodies referred to in clause 8b are made aware before the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the other party.
    5. Each party shall promptly notify the other party if it becomes aware of any breach of confidence by any person to whom it divulges all or any part of the Confidential Information and shall give the other party all reasonable assistance in connection with any proceedings which the other party may institute against such person for breach of confidence.
    6. The provisions of this clause shall survive the termination of the Contract.
    7. The restrictions contained in clause 8a shall not apply to any information which:
      1. may come into the public domain otherwise than through unauthorised disclosure;
      2. the recipient can show was in its possession or known to it by being in its use or recorded on its files prior to receipt from the disclosing party and was not previously acquired from the disclosing party under an obligation of confidence;
      3. the recipient obtains or has available from another source without breach by it of any confidentiality obligations owed to that source or the disclosing party; or
      4. is required to be disclosed to any court of competent jurisdiction or any competent judicial, governmental or regulatory body provided that prior to such disclosure the recipient shall notify the disclosing party (to the extent permitted by law) of the full circumstances and the information that will be disclosed.
  9. Term and Termination
    1. The Contract shall commence on the date of acceptance of the Sales Order by the Company (which date shall be notified by the Company to the Client) and continue, subject to clause 9c, until either party gives to the other 1 month's notice in Writing to terminate the Contract, such notice to expire at the expiry of the Term.
    2. In the event no notice is given in accordance with clause 9a the Contract shall continue for a subsequent periods equal to the Term until either party gives to the other 1 month's notice in Writing to terminate the Contract, such notice to expire on any anniversary date of the date of the Contract.
    3. Either party shall be entitled to terminate the Contract forthwith at any time in Writing to the other party if:
      1. the other party commits a material breach of any of the terms of the Contract including these Conditions and (if the breach is capable of remedy) fails to remedy the breach within 30 days after receipt of notice in Writing to do so; or
      2. the other party becomes subject to an administration order; a receiver or administrative receiver or similar is appointed over, or an encumbrancer takes possession of any of the other party’s property or assets; the other party enters into an arrangement or composition with its creditors, ceases or threatens to cease to carry on business, goes into liquidation or bankruptcy, becomes insolvent, or ceases to be able to pay its debts as they fall due.
    4. The Client shall be entitled to terminate the Contract by giving notice in Writing to the Company in accordance with clause 11d2.
  10. Termination Consequences
    1. Forthwith upon the termination of the Contract for any reason whatsoever:
      1. the Client shall pay all sums then owing to the Company in respect of invoices already issued by the Company;
      2. the Client shall return to the Company any Confidential Information belonging to the Company and all copies of the whole or any part thereof or, if requested by the Company, shall destroy the same and certify in Writing to the Company that it has been destroyed.
    2. In the event of the termination of the Contract for any reason other than the expiry of the Term or a lawful termination of the Contract by the Client pursuant to the provisions set out in clause 9c or clause 11d, the Company shall be entitled forthwith to issue to the Client an invoice in respect of 25% of the total Charges which would have been payable in respect of the Contract during the Term (on the assumption that such termination had not occurred) and the Client shall pay such invoice forthwith upon receipt.
    3. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
  11. Warranties and Liabilities
    1. Subject to the clauses 11b to 11g the Company warrants that:
      1. in providing the Specified Services the Company shall use all reasonable skill and care; and
      2. the Deliverables will materially correspond with their specification in the Contract at the time of delivery.
    2. The Company shall not be liable for any losses, damages, costs, expenses, injuries or other claims of any nature whatsoever caused by or arising from:
      1. any Input Material, information or instructions supplied by the Client being incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form;
      2. any act or omission of the Client, any personnel of the Client, or any other body or person contracted to the Client in respect of the Specified Services;
      3. any failure by the Client to comply with any legal or statutory obligations or regulations;
      4. any act or omission of any third party personnel, or any other body or person.
    3. The Company shall not be liable for any claims arising out of the provision of the Specified Services insofar as the same arose as a result of any infringement of copyright arising from the Input Materials supplied by the Client to the Company used to provide the Specified Services.
    4. Any guaranteed minimum in respect of the Deliverables as contained in the Sales Order is, other than as set out in this clause, for guidance only provided that:
      1. in the event that there is a 20% shortfall of the Deliverables delivered by the Company as against any guaranteed minimum in any agreed time period, the Client and the Company shall co-operate together to attempt to resolve the matter;
      2. subject to clause 12a and subject to compliance of these Conditions by the Client (in particular clauses 4e and 4f) in the event that there is a 40% shortfall of the Deliverables delivered by the Company as against any guaranteed minimum in any agreed time period, the Client shall be entitled to terminate the Contract in Writing to the Company.
    5. Nothing in these Conditions shall exclude or limit the liability of the Company for death or personal injury caused by the Company’s negligence or for any other liability for which it is not possible to exclude or limit by operation of law.
    6. The Company’s liability whether arising under contract, misrepresentation, mis-statement, any tortious act or omission including negligence, infringement of Intellectual Property Rights or otherwise, arising from or in connection with the supply of the Specified Services, the Output Materials or the Deliverables or their use by the Client shall be limited to the Charges payable by the Client over the period of the Term.
    7. The Company shall not be liable to the Client whether under contract, misrepresentation, mis-statement, any tortious act or omission including negligence, infringement of intellectual property rights or otherwise, for any loss of profit, business contracts, revenues or damage to the Client’s reputation or goodwill or for any indirect, special or consequential loss or damage which arise out of or in connection with the supply of the Specified Services, the Output Materials or the Deliverables or their use by the Client.
  12. General
    1. The Company shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Specified Services, if the delay or failure was due to any cause beyond the Company’s reasonable control.
    2. The Client undertakes that during the currency of the Contract and for a period of six months following its termination for whatever reason it will not directly, or by its agent or otherwise and whether for itself or for the benefit of any other party, employ any of the officers or employees of the Company or induce or endeavour to induce any of the Company's officer's or employees to leave his or her employment.
    3. The Client shall not be entitled to assign any of its rights or obligations under the Contract or these Conditions without the prior consent in Writing of the Company.
    4. The Contract and these Conditions contain the whole agreement between the parties and supersedes all previous agreements.
    5. No failure or delay by the Company in exercising any right, power or privilege under the Contract or these Conditions shall operate as a waiver thereof or prejudice any other or further exercise by the Company of any of its rights or remedies under the Contract or these Conditions.
    6. The rights and remedies in the Conditions are cumulative and not exclusive of any right or remedies provided by law.
    7. The Conditions shall not be varied except with the Company’s prior consent in Writing.
    8. A notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
    9. If any provision of the Contract or these Conditions is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract or these Conditions and the remainder of such provision shall continue in full force and effect.
    10. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms and Conditions and the Contract and no person other than the parties to the Contract shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.
    11. The Contract and these Conditions shall be construed in accordance with the Laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts in relation to any matter or dispute arising out of or in connection with the Contract or these Conditions (whether of a contractual or tortious nature or otherwise).