SEOFirst: Terms & Conditions

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Terms and conditions

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These are the only terms and conditions under which we are willing to provide services to you. By clicking on your acceptance of these terms you agree to be bound by them.

We are:

Where the World Meets Ltd, trading as Website Developer Service.

Our address is:

Astons Barn, North Green Road
Pulham St Mary, Diss, IP21 4YF
United Kingdom

Our e-mail address is:

admin@website-developer-service.com

You are:

Anyone who visits our website or uses our Services, whether free or paid.

The terms and conditions

Definitions

"Content"

means the information, photographs, graphics, and other material on the Web Site, provided by you.

"FTP"

means file transfer protocol, the process of transferring file over the Internet.

"Module"

means Software, graphics, and other material used as a building block in your Website and written or produced by us or by some third party for uses not limited to use on your Website.

"Price"

means the price we charge from time to time for any Service.

"Project"

means any work we do for you, separately identifiable from any other work.

"SEO"

means search engine optimization, the task of adding, subtracting or changing code or text for the purpose of bringing a web page to the attention of automated systems used by search engines and directories and of promoting that page to such systems to maximize its impact.

"Service"

means all or any service provided by us, including SEO.

"Software"

means software, graphics or other intellectual property provided by us. It includes both the Software in a Project and individual Modules or other divided parts.

"Our Website"

means www.Website-Developer-Services.com and or www.SEOfirst.net and any other website controlled by us.

"we", "us", etc

means Where the World Meets Ltd. Where the context permits it also includes any business company or individual who shares an interest in the sale of any goods or service promoted on the Web Site. Without limitation, it includes any subsidiary or associated company of ours, together with any licensor, affiliate, or network partner.

"you" ,"yours" , etc

means you, the party to this agreement. If you trade in a partnership or through a corporate entity, you now warrant that you are fully authorized to enter into this agreement on behalf of yourself and any such other organization.

Basis of contract

2.1

Subject to the terms set out in this agreement, we agree to provide to you one or more of the Services described on Our Website ("the Services") at the prices we charge from time to time.

2.2

If you instruct us in some way outside of our website, then the terms set out on our website shall apply to that other or additional work.

2.3

The information on our Web site is to be treated in law as an invitation to you to make an offer, and is not itself an offer. Accordingly, there is no contract between us until we have accepted you as a client/customer by sending you an email message after we have received your payment.

2.4

We shall fulfill our obligations under this agreement through work in any country in which we choose to operate. The level of duty of care imposed on us shall never be greater than the level generally accepted in that country.

2.5

In respect of additional or secondary Services, the contract between us comes into existence when we accept your order for the work concerned.

2.6

We are free to refuse your order or to offer to supply you at a different price or under different conditions.

2.7

If we provide a service to you free of charge, your obligations under this contract still apply, with the exception of provisions relating to payment.

Identification of the Service

You acknowledge that:

3.1

you buy as a business and not as a consumer;

3.2

you understand exactly what is included in the Services you have ordered;

3.3

you are satisfied that the Service is suitable for your requirements;

3.4

in entering into this contract you have not relied on any representation or information from any source except the definition and explanation of the Price and the Services given on our web site.

Procedure for software and website work to your order

The following provisions apply to any Project which involves our writing a website or web pages, to your specific order.

4.1

We will complete the Project in accordance with a detailed specification prepared by us and approved by you.

4.2

We will notify you when the Project is substantially complete as to the text on the pages (even if the dynamic features are not yet complete) and shall provide open access to you to all of the pages, including error message and other secondary pages.

4.3

You are entitled at any time prior to completion of the Project to request us to modify the design or functionality of the Web Site or the Software.

4.4

You will provide us with full particulars of any requested modification and such further information as we might reasonably require.

4.5

If modification is requested after the Web Site has been substantially constructed we may decline to accept the additional work until after completion of and payment for the Project, such additional work becoming the subject of a separate contract.

4.6

All work additional to the agreed specification shall be charged by us at our then current rates.

4.7

Delivery shall be effected for the purpose of this agreement only when the Software is complete and tested and fully operational on the server of the Web Site Host.

Information you give us

You agree that you and / or your website complies now and will continue to comply for as long as you use our services, with the following provisions:

5.1

You have not created any duplicate sites, redirects or doorway pages. If duplicate sites have been previously published, you must inform us before our work commences and allow our appropriate recommendations to be carried out at your cost.

5.2

You have not requested or exchanged links with link farms or undertaken any spamming techniques which may harm the web site's ranking with Google. No link exchanges must take place without prior consultation from us during our SEO services to you.

5.3

You will not employ the services of another SEO business or consultant to work on your web site at the same time as us.

5.4

We are not responsible for any adverse affects on search engine ranking or additional costs incurred if you over-write SEO work carried out by us on your website.

5.5

The reports we provide to you from time to time will have been compiled in part by using data supplied by others (such as Google, Yahoo and MSN). We are not responsible nor liable for the accuracy of information we take from any source which is usually reliable.

5.6

To implement SEO techniques will require FTP access to your web site. We optimize your web site by adding and changing code, structure and information. You now agree either:

5.6.1

To implement SEO techniques will require FTP access to your web site. We optimize your web site by adding and changing code, structure and information. You now agree either:

5.6.2

To implement SEO techniques will require FTP access to your web site. We optimize your web site by adding and changing code, structure and information. You now agree either:

5.7

You will not ask us to work on any web page which might:

5.7.1

Infringe the rights of any other person (including any intellectual property rights);

5.7.2

Contain information or images which are or might be libelous, obscene, or abusive;

5.7.3

Preach any law or regulation or give rise to any legal claim.

5.8

So far as you instruct us to undertake any form of paid advertising on your behalf, we do so as your agents, and at your cost. Top

Search engine optimization - special provisions

You agree that you and / or your website complies now and will continue to comply for as long as you use our services, with the following provisions:

6.1

By its very nature we cannot guarantee any particular result of our work in SEO. You accept that the effectiveness of SEO work depends on many events which are totally outside our control.

6.2

We provide different levels of SEO work, as described in our web pages. Some Projects include SEO within the contract. Some projects are exclusively about SEO.

Confidentiality

7.1

We are both aware that in the course of business we shall each have access to and be entrusted with information about the other, all of which information is confidential.

7.2

We each now undertake to the other, for ourselves and every employee or sub-contractor whose services we may use that neither we nor they will divulge to any person whatever or otherwise make use of (and shall use their best endeavors to prevent the publication or disclosure of) any trade secret or confidential information.

7.3

We accept that we have a high duty to keep safe and confidential all information of any sort about you and your business and operation and our dealings, transactions and affairs. In particular we accept the duty to keep safe and confidential all aspects of your Website and any other IT system to which we may be given access.

7.4

You agree that we may disclose your information including assigned IP numbers, account history, account use, etc. to any judicial or proper legal or governmental authority who makes a written request without further consent or notification to you.

Third party software rights

8.1

If we incorporate or embed third party software products in the Project then such products will so far as possible be properly licensed to you, with full and appropriate legal documentary evidence in support and any money payable to a third party shall be paid by us.

8.2

Insofar as the terms of business of a third party seller of software do not permit the arrangement set out in sub-paragraph 1, above, then you will yourself buy the software concerned whereupon we shall have no obligation in respect of the software except to warrant that it functions as a part of the Web Site.

8.3

Insofar as it is impractical to follow the procedure set out in sub paragraph 2 above, then we shall be deemed to be your agents for the purpose of buying such software. In this event, we will advise the seller by e-mail, with copy to you, that the software have been purchased for use by you. We will provide full contact details to the seller. It shall be the responsibility of you to retain the copy of the e-mail message from us.

Intellectual property rights

9.1

The following provisions do not apply to sites on which we promote third party advertising.

9.2

Software code and graphic images owned by a third party are not affected by this agreement. During and after completion of the contract and unless otherwise specified in this agreement ownership of other intellectual property shall be as follows:

9.3

All work by us in a Project, and capable of UK copyright protection, belongs to us, except:

9.3.1

Insofar as you provide content, it belongs to you.;

9.3.2

We acquire no rights in any material owned by you or a third party.

9.4

You are free to change the Website at any time and in any way. If you make any change which affects any work done by us, then our obligations under this agreement terminate.

10.

Payment and value added tax

10.1

The Price for a Project may be agreed in advance or for a period of time. Subject to that, we may increase it at any time.

10.2

Unless otherwise agreed, we require payment in advance for all Projects. Project payment may be divided into phases according to the work to be done, at our discretion.

10.3

You agree to pay the Price for the Services. Value Added Tax is payable by UK clients and may be payable by other clients in the European Union. If you can satisfy us that you are resident in a country not liable to value added tax, then we shall not charge it to you.

10.4

You may pay by:

10.4.1

Credit or debit card, as accepted from time to time by our payment services provider;

10.4.2

Cheque drawn on a United Kingdom bank account;

10.4.3

Money transfer to our bank, details of which will be provided on request.

10.5

However you pay, it is your responsibility to make sure cleared funds are in our account by the due date. We do not send regular reminders in respect of cheque payments. Ongoing provision of Services to you is at risk if you do not arrange to pay us promptly.

10.6

You acknowledge that if any payment for renewal of a contract is not received in our bank by the day on which it is due, we may suspend the Services and / or cancel this agreement. We may choose to continue to work for you on new terms.

10.7

You agree that these terms are reasonable. Top

11.

Consent to use of personal data

11.1

(This paragraph has been included primarily to enable us to comply with the laws of countries within which we operate and should not be taken as evidence that we have any intention to use your data in a way that could cause loss, damage or embarrassment to you. This paragraph does not reduce your statutory legal rights).

11.2

So far as the law of any country may control the way we gather, store and use data, you now agree that in respect of any data provided by you or arising out of your use of our Services or of this website:

11.2.1

we may store your data for up to six years (the limit period for bringing a legal action in most countries);

11.2.2

we may send your data to any country for either processing or storage;

11.2.3

you accept that we may process your data automatically, rather than manually;

12.

Our license to you

12.1

We now agree to grant a license to you to use the Software, in the terms set out in one of the forms of license attached as a schedule to these terms. One of these forms of license applies to all work we do for you from time to time.

12.2

The two forms of license cover respectively:

Websites on which we promote third party advertising

All other Projects and Websites

12.3

The license comes into effect when we provide any part of the Service to you, without further reference to this agreement.

12.4

We may change the license at any time, whereupon the new version will apply only to any work you may instruct us to do after the license change.

12.5

You may not use the Software except under the terms of one or another of the Licenses.

13.

Termination

13.1

You may terminate this agreement in accordance with any free trial period or other promotional terms we have offered to you at the time of your entering into the contract. If you do so, the terms of this agreement continue to apply so far as not inconsistent with the terms of the promotional offer.

13.2

This agreement between us terminates when we have provided the Services you have ordered. If one of us tries to terminate the agreement while either of us still has outstanding obligations of any sort, to the other, then the termination takes effect only so far as concerns parts of the agreement which cannot any longer be relevant to the outstanding obligations.

13.3

We may terminate this agreement, without notice, if you fail to make a payment when it becomes due or otherwise fail to comply with any other of these terms.

13.4

After termination by you of this agreement for any reason, you are not entitled to a refund of any fees paid to us.

14.

Interruption to Services

14.1

If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we judge the down time is such as to justify telling you.

14.2

You acknowledge that the Services may also be interrupted for reasons beyond our control.

14.3

You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.

15.

Your contact details

You undertake to provide to us your current land address email address fax and telephone numbers as often as they are changed.

16.

Exclusions from contract

16.1

The following matters are excluded from our contract unless specifically agreed otherwise:

16.2

Subject to the terms set out in this agreement, we agree to provide to you one or more of the Services described on Our Website ("the Services") at the prices we charge from time to time.

16.2.1

Registration of domain names;

16.2.2

Arrangement of payment service provider banking facilities;

16.2.3

Contracting for web hosting services and the provision of appropriate fire walls;

16.2.4

Supply new or change existing customer e-mail message system;

16.2.5

Purchase of any necessary computer hardware and software;

16.3

You agree that in entering into this agreement you have not relied on any representation or other information except the explanation of services and the prices posted on our web site.

16.4

You agree that in any circumstances when we may become liable to you, the limit of our liability for any one event, act or omission is the amount you have paid us in the immediately preceding 12 month period.

16.5

(for the avoidance of doubt) we shall not be liable to you for loss of profits goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by you as a result of an action brought by a third party) even if such loss was reasonably foreseeable or we had been advised of the possibility of your incurring it.

17.

You indemnify us

You agree to indemnify us against all costs claims and expense arising directly or indirectly from:

your failure to comply with the law of any country;

the posting by you of any Content on your web site;

a breach by you of the intellectual property rights of any person;

and for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at £80 per hour without further proof.

18.

Calamity

18.1

Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control.

18.2

Each of the parties agrees to give notice immediately to the other upon becoming aware of such an event, such notice to contain details of the circumstances giving rise to it.

18.3

If a default due to a calamity continues for more than 4 weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of a calamity.

19.

Successors to the agreement

19.1

Subject to the terms set out in this agreement, we agree to provide to you one or more of the Services described on Our Website ("the Services") at the prices we charge from time to time.

19.2

Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

20.

Dispute Resolution

In the event of a dispute arising out of or in connection with this Contract and which has not been resolved following discussions and negotiations between a person or persons appointed or authorized by the you and us then we both undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.

21.

Waiver

Failure by us to enforce at any time or for any period any one or more of the terms or conditions of this Contract shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Contract.

22.

Jurisdiction

This Contract shall be interpreted according to the laws of England

license number one for use in respect of websites on which we promote third part advertising

The parties, date and definitions in this agreement are those in the Website-Developer-Service terms and conditions to which this agreement is appended. The person whose name has been given to us accepts personal liability for compliance with this contract. If you, the person contracting, are an agent of an unincorporated association, committee or other group, then we accept that your liability shall be shared among those people who were members of that group at the date you entered into this agreement.

This license applies when you use a Website which we have supplied on terms which allow us to promote advertising by third parties.

This license applies at the date you make your contract with us. The terms may have changed when you make any other license in the future.

We own all property rights in the Website which we now license to you for your use. The Website will be hosted and maintained exclusively by us.

We grant to you a license to use the Website. We acknowledge your copyright in any website content supplied by you and placed on the Website by mutual agreement.

We may permit third parties to advertise on the Website, products or services which may be attractive to users of the Website.

You may not sub-license, sell or transfer the Website or any of the Software without our consent in writing except that you may sell it as part of a sale of a business provided the buyer signs to a new agreement with us in the terms of this agreement.

You may not copy the Software. (But you may copy and manipulate all reports and data available to you and manage any Module, such as a forum, which may be included in the Website)

You may not claim ownership of any of the Software.

Unless we have agreed to change the Software to your specific instruction, it is supplied "as is" and we give no warranty, express or implied as to its suitability for your use.

We are free to grant other Licenses in respect of any of the Software (but not your name or content)

Terms of our agreement relating to the performance of the Software are provided in our terms and conditions document. Accordingly, all express and implied warranties in respect of the Software are expressly excluded from this license agreement.

We are not liable to you in any circumstances if you have not paid for our Services.

Jurisdiction: this Contract shall be interpreted according to the laws of England.

license number two for use of a website or other intellectual property which we create for your use

The parties, date and definitions in this agreement are those in the Website-Developer-Service terms and conditions to which this agreement is appended.

This license applies at the date you make your contract with us. The terms may have changed when you make any other license in the future.

By this agreement, we grant to you a license to use the Software on one website only. We acknowledge your copyright in any website content supplied by you.

You may make any modifications to the Software to fit your purpose. If you do, then the modified Software resulting is subject to this agreement as well as the original version.

You may not break up, sub-divide or extract any part of the Software

You may not sub-license, sell or transfer the Software without our consent in writing except that you may sell it as part of a sale of a business provided the buyer signs to a new agreement with us in the terms of this agreement.

You may not copy the Software except for purposes required in the daily operation of your Website and provision of backup copies.

You may not claim ownership of any of the Software. But this license allows you to engage in or defend litigation with any other person in respect of priority of rights to use your Website.

Unless we have agreed to change the Software to your specific instruction, it is supplied "as is" and we give no warranty, express or implied as to its suitability for your use.

We are free to grant other Licenses in respect of any of the Software.

Certain Modules may be the property of a third party. You now undertake to provide to us a full and complete indemnity against all liability in contract or in tort, arising from any claim against by such a third party us for any act or omission by you.

We are not liable to you in any circumstances if you have not paid for our Services.

Jurisdiction: this Contract shall be interpreted according to the laws of England. Top

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