SEO Programs General T&C’s.

1. Upon acceptance of the direct debit form through GoCardless system or first EFT payment, DIGITAL FUNNEL agrees to perform the Services for the Customer for the Price as per Order Form or Invoice.
2. The Price is payable by direct debit or bank transfer as stipulated by DIGITAL FUNNEL on the specified date,
3. And on the same day in the calendar month thereafter until the Agreement is terminated in accordance with clause 13 or 14.
4. All work requested by the Customer in addition to the Services which DIGITAL FUNNEL agrees to perform (“Additional Work”) will incur charges (“Charges”) additional to the Price.  Unless otherwise agreed in writing:
   1. the Customer will pay €75 plus vat per hour for the Additional Work, calculated in 15 minute blocks. No extra work will commence without prior agreement with client.
   2. the Charges are payable on the first of each calendar month in the same manner and time as the Price;
   3. to the extent applicable the terms of this Agreement will apply to the Additional Work.

Warranties

1. Each party warrants that:
   1. the execution and delivery of this Agreement has been properly authorised;
   2. it has full power to execute, deliver and performs its obligations under this Agreement;
   3. this Agreement constitutes a legal, valid and binding obligation enforceable in accordance with its terms by appropriate legal remedy;
   4. this Agreement does not conflict with or result in the breach of or default under any provision of its constitution, trust deed, or any material term or provision of any law or regulation to which it is a party or subject or by which it is bound;
   5. there are no actions, claims, proceedings or investigations pending or threatened against it or by it of which it is aware and which may have a material effect on the subject matter of this Agreement.

1. DIGITAL FUNNEL  warrants that:
   1. it will exercise reasonable skill, care and attention in providing the Services and any Additional Work;
   2. it will only use honest, ethical and legitimate techniques and accepted methods in providing the Services and any Additional Work.
2. The Customer warrants that:
   1. the Website will be hosted on a reliable server located in the Country of Interest;
   2. the Website will be online and functional at all times;
   3. it will provide DIGITAL FUNNEL with all information necessary to allow DIGITAL FUNNEL  to access the Website to perform the Services;
   4. it will as soon as practicable inform DIGITAL FUNNEL of all changes to the Website, including but not limited to passwords and content;
   5. it will abide by the terms of the direct debit agreement between the Customer, DIGITAL FUNNEL and the direct debit service provider nominated by DIGITAL FUNNEL;
   6. it will not engage any other party to provide any part of the Services in relation to the Website during the Term;
   7. it will comply with all laws relating to the Website;
   8. the Website will not contain any material that is illegal or unethical, including but not limited to racism, pornography, breaches of privacy, harassment, computer viruses, breaches of copyright or trademarks or incitement of any illegal or unethical activity;
   9. any SEO or SEM applied to or in relation to the Website previous to this Agreement has not utilised any dishonest, unethical or illegitimate techniques or accepted methods.

Customer’s Acknowledgements

1. The Customer acknowledges that:
   1. it should add fresh, relevant content to the Website regularly in order to maximise the beneficial effect of the Services;
   2. any unavailability of the Website will adversely affect its ranking and the benefit of the Services;
   3. the Customer’s liability to pay the Price is not affected in any way by the failure of DIGITAL FUNNEL to provide the Services by reason of the unavailability of the Website, invalidity of FTP or CMS information;
   4. the efficacy of the Services is dependent upon the decisions, algorithms and indexing of third party search engines which are beyond the control of DIGITAL FUNNEL;
   5. website ranking is subject to the activities of the search engines, competitor website operators and competitor keyword advertisers/users and the effect of those activities is beyond the control of DIGITAL FUNNEL;
   6. DIGITAL FUNNEL makes no representation or warranty that the Website will achieve or maintain any specific position or ranking.

Indemnity

1. The Customer hereby unconditionally and irrevocably agrees to indemnity and keep indemnified DIGITAL FUNNEL and its officers, employees and agents against any and all actions, claims, demands, losses, liabilities or costs (including legal costs) which arise or result from or are connected in any way with the Services, except to the extent that it arises out of any breach of this Agreement by DIGITAL FUNNEL.

Limitation of Liability

1. If the Customer is a “consumer” for the purposes of the Irish Consumer Law, certain guarantees may be conferred on the Customer and certain rights and remedies may be conferred on the Customer which cannot be excluded, restricted or modified.  If so, then to the maximum extent permitted by law the liability of DIGITAL FUNNEL to the Customer is limited at the option of DIGITAL FUNNEL:
   1. in the case of goods, to the replacement or repair of the goods or the cost of replacing or repairing the goods;
   2. in the case of services, to the resupply of the services or payment of the cost of re-supplying the services.
2. The liability of DIGITAL FUNNEL to the Customer for negligence and breach of contract is limited to the cost of replacing the relevant part of the Services.
3. To the maximum extent permitted by law, DIGITAL FUNNEL  excludes all representations, warranties or guarantees whether express or implied by statute, trade or otherwise.

Breach and Termination

1. The Customer will breach this Agreement if it:
   1. fails to pay any part of the Price or Charges when due;
   2. contravenes any of its obligations in clauses 4, 6 or 7;
   3. dies, commits an act of bankruptcy, has any winding up action taken against it, is placed under official management, administration or receivership.
2. DIGITAL FUNNEL may terminate this Agreement upon occurrence of any of the events referred to in clause 12, if the Customer has failed to remedy the breach within 14 days’ written notice of the breach by DIGITAL FUNNEL.
3. In addition to clauses 12 and 13, any party may terminate this Agreement, after the minimum period has been served, with 30 days’ notice in writing to the other.

General

1. No party may assign or otherwise deal in any way with the rights under this Agreement without the prior written consent of the other party.
2. Any waiver by DIGITAL FUNNEL  of any term of this Agreement will be limited to the particular instance and will not operate or be deemed to operate as a future waiver of that or any other term of this Agreement.
3. If a provision is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the remaining provisions.

1. This Agreement forms the entire agreement between the parties and supersedes all previous arrangements or agreements.  Except as expressly set out in this Agreement no party has relied upon any representation made by or on behalf of the other part.
2. This Agreement may only be amended in writing signed by both parties.
3. A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that its failure is caused by an event beyond the control of that party (“Force Majeure”) provided that the party so affected keeps the other party closely informed and uses reasonable endeavours to rectify the situation.  Without affecting any other right to terminate this Agreement, if Force Majeure affects a party’s performance under this Agreement for 30 consecutive days, either party may terminate this Agreement by written notice.
4. Any duty, government charge or tax payable in relation to this Agreement must be paid by the Customer.
5. This Agreement is governed by the law of Republic of Ireland and each party submits to the jurisdiction of the court of Republic of Ireland.

Definitions

1. The following definitions apply to this Agreement:
   1. “Additional Work” includes work arising as a consequence of changes in industry best practice regarding SEO;
   2. “campaign” means the Services provided after the initial selection of keywords is made by the Customer at the commencement of this Agreement;
   3. “Country of Interest” is deemed to be Irish except where the Customer advises DIGITAL FUNNEL in writing at the commencement of this Agreement that the Services are to be targeted in relation to a country other than Irish;
   4. “DIGITAL FUNNEL” means Digital Funnel Ltd located at Northside For Business Campus, North Ring Rd, Cork City
   5. “SEO” means search engine optimisation;
   6. “SEM” means search engine marketing;
   7. “search engine” unless otherwise agreed in writing the search engine to which the Services will be focused is Google.com
   8. “Website” means the website the subject of the Services.