Description

Terms and Conditions of PowerBuilder Pro

  1. Interpretation.
    1. Definitions:
      1. "Links" means third party and/or Contentys provided advertisements and/or other content
      2. "Agreement" means these Standard Terms and Conditions ("Terms and Conditions"),
      3. "Brand Features" means Contentys trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
      4. "Contentys" is a trading company belonging to Contentys LTD, a company incorporated under the laws of Great Britain and registered in England with company number 04918219 and whose principal place of business is at Telephone House, Fenton Street, Lancaster.
      5. "Links" Contentys’s search box(es).
      6. "Programme" means the Contentys service Programme.
      7. "Property(ies)" means any URL or website(s) you include in the programme.
      8. "You" means the person who registers to use the Programme and opens an account online for that purposes (an “Account") or, where that person is duly authorised to open the Account on behalf of another person, that other person.
    2. Any reference to “include" or “including" (or any similar term) is not be construed as implying any limitation and general words introduced by the word “other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things.
    3. Any reference to a URL refers to that URL or any other relevant URL made available to You by Contentys from time to time.
    4. Unless otherwise expressly stated, any reference to a communication needing to be made “in writing" includes communication via email and such communication must be express and made in advance of the act or omission the subject of the communication.
    5. Any reference to a discretion to be exercised by Contentys is reference to an absolute discretion, which is not subject to challenge by or explanation to You.
  2. Programme Participation.
    1. When you sign up online, this is an application by you to participate in the Programme. Contentys reserves the absolute right not to accept your application.
    2. If Contentys accepts your application, You shall nominate the Property(ies) that You wish to participate in the Programme. Contentys shall then, depending on the preferences You select via Your Account, serve Links, to Your Property(ies).
    3. Contentys may review any Property or Video Media nominated by you for participation in the Programme at any time during the term of this Agreement. Contentys may exclude any Property or Video Media from the Programme at any time.
    4. Unless Contentys agrees otherwise in writing, you may only have one Account. Contentys may terminate multiple Accounts You hold immediately and without notice.
    5. If Contentys agrees in writing, you may be allowed to enrol in the Programme and create an Account for the sole purpose of receiving payment(s) from Contentys, and not for the usual purpose of displaying Links on a Property. If so, any use of Your Account is still governed by the relevant parts of this Agreement.
    6. You must have and abide by an appropriate privacy policy that clearly discloses that third parties may be placing and reading cookies on your users’ browser, or using web beacons to collect information, in the course of links being served on your website. Your privacy policy should also include information about user options for cookie management.
    7. Contentys will endeavour to use a combination of wider marketing strategies which may include natural listing promotion, local search, Google Adwords and Facebook to get your site listed on the first page of Google.
    8. By entering a contract with Contentys, You must complete the fixed term agreed with the agent. Customers cannot cease their service earlier than the agreed term, or alternatively the full cost of the contract can be paid in advance, to cease the service. Contracts will roll on unless customers request cancellation in writing thirty (30) days in advance of the last payment of the agreed contract.
    9. Contentys will install and publicly post or supply the website to You by the date specified in the project proposal, or at a date agreed with You upon Contentys receiving initial payment, unless a delay is specifically requested by You and agreed by Contentys. In return, You agree to delegate a single individual as a primary contact to aid Contentys with progressing the commission in a satisfactory and expedient manner. During the project, Contentys will require You to provide website content; text, images, movies and sound files where appropriate.
    10. To remain efficient, Contentys ensure that any work programmed is carried out at the scheduled time. On occasions Contentys may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged. It is therefore necessary that You provide all the required information in advance. On any occasion where progress cannot be made with your website due to insufficient content in the agreed timeframe, and we are delayed as result, Contentys reserve the right to halt the design process until the required information has been received. If you agree to provide us with the required information and subsequently fail to do within one week of project commencement we reserve the right to close the project and the balance remaining becomes payable immediately. In summary, do not give Contentys the permission to start your website until you are ready to do so.
    11. Contentys will provide You with an opportunity to review the appearance and content of the website during the design phase and once the overall website development is completed. At the completion of the project, such materials will be deemed to be accepted and approved unless You notify Contentys otherwise within ten (10) days of the date the materials are made available to You.
  3. Implementation and Operation of Links, Search Results, and Referrals.
    1. You shall comply with the specifications provided by Contentys from time to time to enable proper delivery, display, tracking, and reporting of Links, and Contentys Brand Features in connection with Your Property(ies), including by not modifying the JavaScript or other programming provided to You by Contentys in any way, unless expressly authorised to do so in writing by Contentys.
    2. LinkSearch. If You choose to receive Search Results as part of the Programme, You shall display on Your Property(ies) a Contentys search box (a "Search Box") in accordance with the specifications provided by Contentys. All search queries (including queries entered into an Ad search box) sent by You to Contentys must originate from individual human end users inputting data directly into a Search Box) on Your Property(ies). You will send any and all queries (without editing, filtering, truncating, appending terms to or otherwise modifying such queries individually or in the aggregate) to Contentys. Contentys will use commercially reasonable efforts to provide You with corresponding Search Results and/or Links, as applicable and as available. Search Results and any accompanying Links will be displayed on Web pages (each, a "Search Results Page"). The format, look and feel of Search Results Pages hosted by Contentys may be modified by Contentys from time to time in its absolute discretion.
    3. You shall not display on the same Web page, any advertisement(s) or content that an end user of Your Property(ies) would reasonably confuse with a Contentys advertisement or Contentys Link.
  4. Communications Solely With Contentys.
    1. You agree to direct to Contentys, and not to any advertiser or other person, any communication regarding any Link(s) displayed in connection with Your Property(ies).
  5. Your Responsibilities.
    1. You are solely responsible for (a) Your Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of Contentys's specifications, and adherence to the terms of this Agreement and (b) any use made of Your Account. Contentys is not responsible for anything related to the content or operation of Your Property(ies). In addition, Contentys shall not be required to provide notice to You in the event that any Link is not being displayed properly, or Referral Event is not being completed properly by, end users of the Property(ies).
    2. You are solely responsible for Your Property(ies) to adhere to any regulatory standards or legislation outlined by your trade’s governing bodies. It is Your responsibility to make Contentys aware of any regulatory statements or disclaimers that you must display on your Property before it goes live.
    3. Contentys reserves the right to investigate, in its absolute discretion, any activity that may violate this Agreement, including any use of a software application to access, Links or Search Results, or to complete any Referral Event, or any engagement in any activity prohibited by this Agreement. You shall cooperate with any such investigation in good faith.
    4. Any text content supplied by You should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Get in touch with Contentys if you need further clarification on this. Please note, by using Contenty’s Content Management System (CMS) you are able to access and update your content without the involvement of Contentys.
    5. Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by You in electronic format (as stated in Clause 5.4) and that all photographs and other graphics will be provided electronically in .gif, .jpeg, .png or .tiff format or physically in high quality print suitable for scanning. Although every reasonable attempt shall be made by Contentys to return to You any images or printed material provided for use in creation of Your website, such return cannot be guaranteed.
    6. If the website is to be installed on a third-party server, Contentys must be granted temporary read/write access to Your storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server. Contentys cannot accept responsibility for any alterations caused by a third party occurring to Your pages once installed. Such alterations include, but are not limited to additions, modifications or deletions. Please contact our Support Team if you are unsure about making alterations.
  6. Prohibited Uses.
    1. You shall not, and shall not authorise or encourage any third party to:
      1. directly or indirectly generate queries, Referral Events, or impressions of or clicks on any, Link or Search Result (including by clicking on “play” for any video Ad) through any automated, deceptive, fraudulent or other invalid means, including through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorised use of other search engine optimisation services and/or software;
      2. edit, modify, filter, truncate or change the order of the information contained in any Link, or Search Result. Nor remove, obscure or minimise any Link, or Search Result in any way without authorisation from Contentys;
      3. frame, minimise, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of a Link or any Search Results Page.
      4. display any Link(s) on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content;
      5. create a new account to use the Programme after Contentys has terminated this Agreement with You as a result of Your breach of this Agreement.
      6. engage in any action or practice that, in Contentys’s reasonable opinion, reflects poorly on Contentys or otherwise disparages or devalues Contentys’s reputation or goodwill.
    2. You acknowledge that any breach or attempted breach of this Clause is a material breach of this Agreement and that Contentys may suspend Your Account and participation in the Programme if it reasonably suspects such a breach.
  7. Termination; Cancellation.
    1. You may, at any time, stop displaying Links or Search Boxes on any Property in the Programme at any time by removing the Contentys JavaScript or similar programming from Your Properties. This, however, will not terminate this Agreement. You may, at any time, terminate this Agreement for convenience by sending written notice to support@locallinkup.com. If you do so, this Agreement will terminate seven (7) business days after Contentys's receipt of Your notice.
    2. Contentys may, at any time, terminate all or part of the Programme, terminate this Agreement, or suspend or terminate the participation of any Property in all or part of the Programme.
    3. Termination of services by You must be requested in a written notice and will be effective on receipt of such notice, this includes by email. Telephone requests for termination of services will not be honoured until and unless they are confirmed in writing.
  8. Confidentiality.
    1. You shall not disclose Contentys Confidential Information without Contentys's prior written consent. "Contentys Confidential Information" means: (a) all Contentys software, technology, programming, specifications, materials, guidelines and documentation relating to the Programme; (b) click-through rates or other statistics relating to Property performance in the Programme provided to You by Contentys; and (c) any other information designated in writing by Contentys as "Confidential" or an equivalent designation or which it is reasonably apparent should be treated as confidential.
    2. Contentys Confidential Information does not include information that has become publicly known through no breach by You or Contentys, or information that has been (a) independently developed by You without access to Contentys Confidential Information, as evidenced in writing; (a) lawfully received by You from a third party who has not disclosed it in breach of any obligation of confidentiality; or (c) required to be disclosed by law, provided that You give Contentys prompt, and, if at all possible, prior, notice of such disclosure.
  9. No Guarantee.
    1. Contentys gives no guarantee regarding the level of impressions or clicks on any link. The timing of delivery of such impressions and/or clicks.
    2. Contentys gives no guarantee that the Programme will always be available. Down time may be (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of Your equipment, systems or local access services, (c) for previously scheduled maintenance or (d) relating to events beyond Contentys’s (or its affiliates’) control (a “Force Majeure Event”) such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labour conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Contentys (or its affiliates) or Your servers are located or co-located.
    3. Contentys makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer 8 & 9, Safari, Google Chrome, etc.). You agree that Contentys cannot guarantee correct functionality with all browser software across different operating systems.
    4. Contentys cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to You. As such, Contentys reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.
  10. Disclaimer.
    1. The terms of this Agreement are in lieu if all other conditions, warranties or other terms concerning the supply or purported supply of, failure to supply or delay in supplying, and content or lack thereof of the Programme, Links or Search Results and/or any other services or content provided by Contentys under this Agreement, which might, but for this clause, have effect between You and Contentys or otherwise be incorporated or implied into this Agreement or any other collateral contract, whether by statute, common law or otherwise, all of which are excluded from this Agreement (including any implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose).
  11. Limitations of Liability.
    1. Nothing in this Agreement shall exclude or limit the liability of either party for (a) the tort of deceit; (b) death or personal injury; (c) breach of any implied condition as to title or quiet enjoyment; or (d) anything which cannot be excluded or limited by law.
    2. Save as provided in Clause 11.1 and subject to Clause 11.4, neither party shall have any liability for any of the following losses or damage (whether such losses were foreseen, foreseeable, known or otherwise): (a) loss of revenue; (b) loss of actual or anticipated profits; (b) loss of the use of money; (d) loss of business; (e) loss of opportunity; (f) loss of goodwill; (g) loss of reputation; (h) loss of, damage to or corruption of data; (i) any indirect or consequential loss or damage howsoever caused.
    3. Each party acknowledges that the other has entered into this Agreement relying on the limitations and exclusions of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
    4. Without limiting the foregoing and except in respect of any payment obligations, neither party shall have any liability for any failure or delay resulting from a Force Majeure Event.
    5. Contentys hereby excludes itself, its Employees and or Agents from all and any liability from:
      1. Loss or damage caused by any inaccuracy;
      2. Loss or damage caused by omission;
      3. Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the website;
      4. Loss or damage to artwork/photos, supplied by You for the site. Immaterial whether the loss or damage results from negligence or otherwise.
    6. The entire liability of Contentys to You in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this agreement in respect of which the breach has arisen.
  12. Credits and Charges.
    1. Contentys is free based on the exchange of credits, a credit is granted for each page impression generated on a web page which displays the Contentys link box. Each time your link is displayed a credit will be debited from your granted credits.
    2. Contentys reserve the right to display unlimited links in each displayed link box, however only one credit shall be granted per page impression for displaying the box.
    3. Contentys reserve the right to use link boxes to display other forms of advertising on Your Property.
    4. Each page which displays the Contentys link box as part of a website will be entitled to receive a credit per page impression and likewise all pages on which your link is displayed will be charged at one credit.
    5. Whilst Contentys do not charge for facilitating the display of links they do reserve the right to allow for charges to be made and to offer for fees unused capacity within the Contentys link network.
    6. Contentys may purchase domain names on behalf of You. Payment and renewal of those domain names will be renewed automatically for You paying annual monthly contracts. All other customers will be asked to pay an annual renewal agreed with the agent. The loss, cancellation or otherwise of the domain brought about by non or late payment is not the responsibility of Contentys Ltd. You should keep a record of the due dates for payment to ensure that payment is received in good time.
    7. Any Domain Name obtained will belong to You. You agree to indemnify Contentys, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. You warrant that the domain name sought is not a trademark of a third party.
    8. You agree to reimburse Contentys for any additional expenses necessary for the completion of the work, such as additional features that incur more work from our design team.
    9. Charges for services to be provided by Contentys Ltd are defined in the project quotation that You receive via e-mail. Quotations are valid for a period of 30 days. Contentys Ltd reserves the right to alter or decline to provide a quotation after expiry of the 30 days. Unless agreed otherwise with You, all website design services require an advance payment of a minimum of one hundred (100) per cent of the project quotation total before the work is supplied to You for review.
    10. Invoices will be provided by Contentys upon completion but before publishing the live website. Invoices are normally sent via email; however, You may choose to receive hard copy invoices. Invoices are due upon receipt.
    11. Payment for services is due by credit card, debit card, cheque or bank transfer. Cheques should be made payable to Contentys Ltd, 4th Floor, Telephone House, Lancaster, Lancashire, LA1 1AB. Bank details will be made available on invoices.
  13. Publicity.
    1. Contentys may use Your name, images and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, Search Results Pages.
    2. If You wish to use Contentys's Brand Features, You may do so, so long as such use is in compliance with this Agreement and in compliance with Contentys's then current Brand Feature guidelines.
  14. Representations and Warranties.
    1. Each party represents and warrants that: (a) they will respectively perform their obligations under this Agreement with reasonable skill and care; (b) that they respectively have the right, power and authority, and have taken all action necessary, to execute, deliver and exercise their respective rights and perform their respective obligations under this Agreement; and (c) that they have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations.
    2. You further represent and warrant that: (a) You are at least 18 years of age or are a legal entity capable of entering contractual relations; (b) that all the information provided by You to Contentys is complete, accurate and current and that You will keep it so during the term of this Agreement; (c) that You are acting in Your own capacity in respect of Properties that You own; (d) that, to the extent that a Property is a media player, You own or have a valid license to use and distribute such media player (including all content therein. (e) that each Property and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances, and regulations; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not pornographic, hate-related or otherwise violent in content
  15. Your Obligation to Indemnify.
    1. You agree to indemnify, defend and hold Contentys, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your participation in the Programme and/or Your breach of any term of this Agreement.
    2. All Contentys services may be used for lawful purposes only. You agree to indemnify and hold Contentys harmless from any claims resulting from your use of our service that damages You or any other party.
  16. Contentys Rights.
    1. You acknowledge that, as between You and Contentys, Contentys owns all right, title and interest, including all Intellectual Property Rights (as defined below), in and to the Programme (including Contentys's link serving technology and search technology and Brand Features), and that You will not acquire any right, title, or interest in or to the Programme except as expressly set forth in this Agreement.
    2. Save as permitted by law, You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Contentys services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Programme or proprietary information related thereto.
    3. You will not remove, obscure, or alter Contentys's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Contentys services, software, or documentation.
    4. For the purposes of this Agreement, "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
    5. Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If You maintain any information or files on Contentys’s Web space whilst in default, Contentys will, at its discretion, remove all such material from its web space. Contentys is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve You of the obligation to pay any outstanding charges assessed to the account belonging to You. You agree to pay Contentys reasonable expenses for Your account in default, including legal fees and costs for collection by third-party agencies, incurred by Contentys in enforcing these Terms and Conditions.
    6. A link to Contentys will appear in either small type or by a small graphic at the bottom of Your website. If a graphic is used, it will be designed to fit in with the overall site design. You also agree that the website developed for You may be presented in Contenty’s portfolio unless specific requests in writing are made by You for this not to happen.
  17. Information Rights.
    1. Contentys may retain and use, subject to the terms of the Contentys Privacy Policy (located at http://www.contentys.com/privacy, all information You provide to Contentys, including but not limited to Property demographics and contact and billing information. You agree that Contentys may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Programme, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Contentys may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Contentys may share non-personally-identifiable information about You, including Property URLs, Property-specific statistics and similar information collected by Contentys, with advertisers, business partners, sponsors, and other third parties. In addition, You grant Contentys the right to access, index and cache the Property(ies), or any portion thereof, including by automated means including Web spiders or crawlers.
    2. You retain the copyright to data, files and graphic logos provided by You - and grants Contentys the rights to publish and use such material. You must obtain permission and rights to use any information or files that are copyrighted by a third party. You are further responsible for granting Contentys permission and rights for use of the same and agree to indemnify and hold harmless Contentys from any and all claims resulting from Your negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by You to Contentys that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.
  18. Miscellaneous.
    1. This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with this Agreement.
    2. This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts, representations or arrangements of any kind between the parties relating to its subject matter.
    3. You acknowledge that Contentys may change these Terms and Conditions, the Programme Policies, and the Programme from time to time. If You continue to participate in the Agreement after having been notified of such changes, You will be deemed to have accepted the changes. If You do not accept the changes, You may terminate the Agreement in accordance with Clause 7.1 above without penalty and cease participation in the Programme.
    4. The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
    5. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
    6. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement.
    7. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
    8. Nothing in this Agreement shall create or confer any rights or other benefits, whether pursuant to the UK Contracts (Rights of Third Parties) Act 1999 or otherwise, in favour of any person other than the parties to this Agreement.
    9. Unless otherwise expressly provided, any notice sent by You under this Agreement should be sent in writing to Support@contentys.com. Any notice sent by Contentys shall be sent to the address specified by You in Your Account.
    10. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Contentys. Notwithstanding the foregoing, Contentys may assign this Agreement to any affiliate at any time without notice. Contentys has affiliated legal entities around the world. Sometimes, these companies will be providing services to You on behalf of Contentys itself. You acknowledge and agree that these affiliates will be entitled to do so.
    11. These Terms and Conditions, as amended from time to time in accordance with this Agreement, can be found at https://www.locallinkup.com/terms. You should print out a copy of these Terms and Conditions for Your records. Contentys may not keep a record of the Terms and Conditions as they existed at the time You entered the Agreement.
    12. These Terms and Conditions supersede all previous representations, understandings or agreements. Your signature or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment online is an acceptance of our Terms and Conditions.
    13. In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid.
  19. Plink Plus Results Terms.
    1. Pricing/Key Phrases
      1. PPR is a strictly SEO based service. PPR involves Contentys building a Property within the guidelines outlined by Google and other major search engines to improve an individual Property’s rankings. Contentys do not charge for a specific position on a search engine, and offer no such guarantee.
      2. Contentys use a top page position on Google’s search results as a measure of successful SEO work and charge per month; per key phrase accordingly.
      3. Contentys measure a chargeable key phrase if Your Property are visible on the first page results on Google. Contentys class a top page position as Your Property being listed in either the first page of the organic search results, or Google maps results A-H (only if they are visible on the first page).
      4. Contentys will only charge You once for each unique phrase that appears on the first page of results on Google outlined in 19.3. If Your Property appears multiple times on the first page of Google for the same search phrase, this constitutes a single result, and You will be only billed once.
      5. Contentys endeavour to check every 7 days to see if your Property(ies) is/are appearing on the first page on Google to measure for chargeable phrases. Contentys will only charge for the weeks where Your Property and URL appear outlined in 19.3. If Contentys fail to measure your rankings in any particular month you will not be charged for the phrases during that month, however we cannot guarantee that we will always be able to report on rankings four times in each calendar month due to network conditions. In so far as Contentys will endeavour to measure your rankings four times each month, one measurement will be deemed as sufficient to provide evidence of a chargeable phrase.
    2. Cancellation & Package Amendments
      1. You may, at any time, amend Your PPR campaign. This includes, adding or removing key phrases from the service or cancelling your service completely. You will be expected to pay any outstanding invoices that have been accrued to the date of your written cancellation request being received by Contentys. In addition Contentys will not make any refund for initial setup fees for your service unless this request is received within seven days of commencement of your service.
      2. You may terminate your PPR (Pay Per Rank) campaign at any time however should you wish to transfer out the domain name we have registered for you, a fee of £99.95 + VAT will be payable. (At our discretion, all or part of this fee may be waived depending on the length of time you have held your Contentys account)
  20. Refundable Account Security Deposit.
    1. Refundable Security Bond of £50 may be requested at the point of sale (introduced in May 2011). The £50 security bond will be refunded upon closure of an account on the basis that at least 6 consecutive monthly payments have previously been maintained, (no monies will be refunded if an account has less than the required amount of successful monthly payments on it). Any account in arrears (from missed monthly payment(s)) will automatically have the amount owed to Contentys debited from the £50 security bond, any remaining amount (if applicable) will be the new total that will be refunded. Any monies refunded can only be processed onto the original payment method.

PLEASE READ CONTENTY’S TERMS AND CONDITIONS CAREFULLY. IT IS NOT NECESSARY FOR YOU TO HAVE SIGNED AN ACCEPTANCE OF THESE TERMS AND CONDITIONS FOR THEM TO APPLY. IF YOU ACCEPT A QUOTE THEN YOU WILL BE DEEMED TO BE SATISFIED TO THE TERMS APPLYING AND HAVE ACCEPTED THESE TERMS AND CONDITIONS IN FULL. ANY PURCHASE OR USE OF OUR SERVICES IMPLIES THAT YOU HAVE READ AND ACCEPTED OUR TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT PURCHASE OR PARTICIPATE IN THE PROGRAMME.

This is a legal agreement between you (defined below) and Contentys Ltd. If you accept its terms, it entitles you to participate in the Programme (defined below).

Disclaimer for Contentys Marketplace.


Contentys Ltd will not be responsible for any damages your business may suffer to the extent permissible by law. We make no warranties of any kind, express, implied, statutory or otherwise for any Service we provide. For further details please refer to our Terms of Service

1. Acceptance


It is not necessary for any Client to have signed an acceptance of these terms and conditions for them to apply. If a Client accepts a quote then the Client will be deemed to have satisfied themselves as to the terms applying and have accepted these terms and conditions in full.

Please read these terms and conditions carefully. Any purchase or use of our services implies that you have read and accepted our terms and conditions.

2. Charges


Charges for services to be provided by Contentys Ltd are defined in the project quotation that the Client receives via e-mail. Quotations are valid for a period of 30 days. Contentys Ltd reserves the right to alter or decline to provide a quotation after expiry of the 30 days. Unless agreed otherwise with the Client, all website design services require an advance payment of a minimum of one hundred (100) per cent of the project quotation total before the work is supplied to the Client for review.

Payment for services is due by credit card, debit card, cheque or bank transfer. Cheques should be made payable to Contentys Ltd, Lower Ground Floor, Telephone House, Lancaster, Lancashire, LA1 1AB. Bank details will be made available on invoices.

3. Client Review

The Client agrees in advance to the design process what the project will include. This will be confirmed in writing after the initial requirements call. The Client does have an opportunity to approve the design during the design phase but once this has been agreed Contentys will then go on to complete the project as agreed on the initial requirements call. Changes to the project after this point may be chargeable.

At the completion of the project, such materials will be deemed to be accepted and approved unless the Client notifies Contentys Ltd otherwise within ten (10) days of the date the materials are made available to the Client.

4. Turnaround Time and Content Control


Contentys Ltd will install and publicly post or supply the Client's website by the date specified in the project proposal, or at a date agreed with Client upon Contentys Ltd receiving initial payment, unless a delay is specifically requested by the Client and agreed by Contentys Ltd.

In return, the Client agrees to delegate a single individual as a primary contact to aid Contentys Ltd with progressing the commission in a satisfactory and expedient manner.

During the project, Contentys Ltd will require the Client to provide website content; text, images, movies and sound files where appropriate.

5. Failure to provide required website content:

To remain efficient to all of our clients we must ensure that work we have programmed is carried out at the scheduled time. On occasions we may have to reject offers for other work and enquiries to ensure that your work is completed at the time arranged.

This is why we ask that you provide all the required information in advance. On any occasion where progress cannot be made with your website because we have not been given the required information in the agreed time frame, and we are delayed as result, we reserve the right to halt the design until the required information has been received.

If you agree to provide us with the required information and subsequently failure to do could result in the workflow being ended. We reserve the right to close the project and the balance remaining becomes payable immediately. Clients are disallowed from delaying the workflow of project at any point from beginning to end.

NOTE: Text content should be delivered as a Microsoft Word, email (or similar) document with the pages in the supplied document representing the content of the relevant pages on your website. These pages should have the same titles as the agreed website pages. Contact us if you need clarification on this.

Using our content management system you are able to keep your content up to date without the involvement of Contentys Ltd

6. Payment

Invoices will be provided by Contentys Ltd upon completion but before publishing the live website. Invoices are normally sent via email; however, the Client may choose to receive hard copy invoices. Invoices are due upon receipt. Contentys marketplace subscription fees are subject to a minimum term of 12 months at the agreed amount. This is none negotiable.

7. Additional Expenses

Client agrees to reimburse Contentys Ltd for any additional expenses necessary for the completion of the work. Examples would be purchase of additional features that incur more work from our design team. Contentys Ltd does/will not accept responsibility for any additional costs incurred via external websites and 3rd party companies linked to your website such as: Ebay, PayPal, Amazon, Facebook, Twitter, YouTube, LinkedIn, Instagram, and Worldpay. This remains solely the responsibility of the client.

8. Web Browsers

Contentys Ltd makes every effort to ensure websites are designed to be viewed by the majority of visitors. Websites are designed to work with the most popular current browsers (e.g. Firefox, Internet Explorer 8 & 9, Google Chrome and/or newer operating systems and versions etc.). Client agrees that Contentys Ltd cannot guarantee correct functionality with all browser software across different operating systems.

Contentys Ltd cannot accept responsibility for web pages which do not display acceptably in new versions of browsers released after the website have been designed and handed over to the Client. As such, Contentys Ltd reserves the right to quote for any work involved in changing the website design or website code for it to work with updated browser software.

9. Search Engine Listings

Registration of the Website with Search Engines will only be undertaken if contractually agreed with the Client and Contentys Ltd cannot guarantee listings as the Engines themselves determine who to list. All sites will be designed with search engine optimisation in mind, but Contentys Ltd is unable to make any guarantees about the success of any search engine positioning.

10. Domain Names

Contentys Ltd may purchase domain names on behalf of the Client. Payment and renewal of those domain names will be renewed automatically for clients paying annual monthly contracts. All other customers will be asked to pay an annual renewal agreed with the agent. The loss, cancellation or otherwise of the domain brought about by none or late payment is not the responsibility of Contentys Ltd. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

Any Domain Name obtained will belong to the Client. The Client agrees to indemnify Contentys Ltd, including any incidental costs, against any claims that a Domain Name applied for, or obtained, violates the intellectual property rights of a third party. The Client warrants that the domain name sought is not a trademark of a third party.

11. Default

Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Contentys Ltd.’s Web space, Contentys Ltd will, at its discretion, remove all such material from its web space. Contentys Ltd is not responsible for any loss of data incurred due to the removal of the service. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Clients with accounts in default agree to pay Contentys Ltd reasonable expenses, including legal fees and costs for collection by third-party agencies, incurred by Contentys Ltd in enforcing these Terms and Conditions.

12. Annual Contracts

Customers who enter a contract with Contentys Ltd must complete the fixed term agreed with the agent. Customers cannot cease their service earlier than the agreed term, or alternatively the full cost of the contract can be paid in advance, to cease the service. Contracts will roll on unless customers request cancellation in writing thirty (30) days in advance of the last payment of the agreed contract.

13. Termination

As soon as you pay for your order, we will automatically provide you with an invoice, information of services, and a link to our terms and conditions, and you acknowledge that, even if you are a consumer, you will have no right to cancel your order after 7 days of initial payment. Termination of on-going services by the Client must be requested in a written notice and will be effective on receipt of such notice, this includes by email. Telephone requests for termination of services will not be honoured until and unless they are confirmed in writing. Termination of services maybe denied should outstanding balances not be cleared in full upon cancelling.

14. Refunds

Refunds are accepted and agreed upon only in extreme cases at our own discretion. If you are entitled to a refund we will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will process the refund due to you as soon as possible and, in any event; within 30 days of the day we received your valid notice of cancellation. No refund will be made on any products purchased over 30 days old.

 

15. Indemnity

All Contentys Ltd services may be used for lawful purposes only. You agree to indemnify and hold Contentys Ltd harmless from any claims resulting from your use of our service that damages you or any other party.

16. Copyright

The Client retains the copyright to data, files and graphic logos provided by the Client - and grant Contentys Ltd the rights to publish and use such material. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting Contentys Ltd permission and rights for use of the same and agrees to indemnify and hold harmless Contentys Ltd from any and all claims resulting from the Client's negligence or inability to obtain proper copyright permissions. A contract for website design and/or placement shall be regarded as a guarantee by the Client to Contentys Ltd that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

17. Standard Media Delivery

Unless otherwise specified in the project quotation, this Agreement assumes that any text will be provided by the Client in electronic format (ASCII text files delivered on floppy disk or via e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg, .png or .tiff format. Although every reasonable attempt shall be made by Contentys Ltd to return to the Client any images or printed material provided for use in creation of the Client's website, such return cannot be guaranteed.

18. Design Credit

A link to Contentys Ltd will appear in either small type or by a small graphic at the bottom of the Client's website. If a graphic is used, it will be designed to fit in with the overall site design. The Client also agrees that the website developed for the Client may be presented in Contentys Ltd's portfolio unless specific requests in writing are made by the Client for this not to happen.

19. Access Requirements

If the Client's website is to be installed on a third-party server, Contentys Ltd must be granted temporary read/write access to the Client's storage directories which must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server.

20. Post-Placement Alterations

Contentys Ltd cannot accept responsibility for any alterations caused by the client or third party who has pre-agreed permission occurring to the Client's pages once installed. Such alterations include, but are not limited to additions, modifications or deletions. Please contact our support team if you are unsure about making alterations. Tutorials are given free of charge and accepted at a pre arranges appointment slot.  Fees for additional amendments and the inclusion of extra pages after completion of the website are charged at £50+VAT per item.

21. General

These Terms and Conditions supersede all previous representations, understandings or agreements or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions. Payment on-line is an acceptance of our terms and conditions.

22. Governing Law

This Agreement shall be governed by English Law.

Contentys Ltd hereby excludes itself, its Employees and or Agents from all and any liability from:

·         Loss or damage caused by any inaccuracy;
·         Loss or damage caused by omission;
·         Loss or damage caused by delay or error, whether the result of negligence or other cause in the production of the web site;
·         Loss or damage to clients' artwork/photos, supplied for the site. Immaterial whether the loss or damage results from negligence or otherwise.
The entire liability of Contentys Ltd to the Client in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Services under this agreement in respect of which the breach has arisen.

24. Severability

In the event any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and the Agreement shall not be void for this reason alone. Such invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid


25. Change of Terms & Conditions

These terms & conditions may be updated from time to time. The Client will be informed of revisions as and when they are issued. Should the terms and conditions be rejected by the client, the client will forfeit all services.
 
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