1. Terms of business
The terms and conditions contained in this document are legally binding and the terms upon which all services and materials shall be provided by the Supplier, Broadplace Advertising Limited (“Broadplace”) to the customer (“the Customer”) or, at the Customer’s direction, to third parties. The terms and conditions must be read in full.
This Agreement may only be supplemented, modified or varied in any way at any time with Broadplace express written agreement obtained from a director of Broadplace.
No estimate, quotation or proposal given by Broadplace or by any of Broadplace’s agents or employees to the Customer in whatever circumstances will constitute an offer to the Customer, only an invitation to treat, and as such shall not bind Broadplace. All such estimates, quotations or proposals shall lapse automatically within 28 days of their date of issue.
2. Period of Contract
- Manual link building activity and/or Hire a resource projects;
- Broadplace will deliver the agreed number of link submissions and activity over the agreed timeframe as specified on the order confirmation. The period of contract will run for the entirety of this duration.
- Complete Packages;
- Pay per Click (PPC) consultancy contracts will run from the date on which the contract is agreed by the Customer, for a minimum of 90 days and will continue thereafter unless and until terminated by either party in writing by giving not less than 30 days notice. Such notice to terminate will take effect 30 days from the date that written notification of can cellation was received. All fees are payable in advance of each 30 day period. Credits or refunds will not be issued for cancellations part way through the month.
- SEO complete packages run for a fixed term of 6 months from the date on which the contract is agreed by the Customer. The customer will pay a monthly fee in advance for these services. The contract will run for the entirety of the package as per the agreed fixed term specified on the order. SEO contracts are subject to acceptance and approval of keywords supplied by the customer
All notice or cancellation requests shall be made in writing and will be deemed validly served if addressed and transmitted to the last known operating address of the recipient. All cancellations must also be submitted and confirmed by email to the allocated account manager. The date of the cancellation request, if applicable and accepted, will be deemed as by the date written email confirmation is received by the account manager.
- Manual link building activity and/or hire a resource projects
- Once an order has been confirmed with agreed activity within a specified time frame then this order cannot be cancelled unless the order is not delivered within the agreed time frame by Broadplace.
- Complete Packages;
- Pay per Click (PPC) consultancy contracts will run from the date on which the contract is agreed by the Customer, for a minimum of 90 days and will continue thereafter unless and until terminated by either party in writing by giving not less than 30 days notice. Such notice to terminate will take effect 30 days from the date that written notification of cancellation was received. All fees are payable in advance of each 30 day period. Credits or refunds will not be issued for cancellations part way through the month.
- SEO orders will run for a minimum term of 6 months or as specified on the order confirmation and will continue thereafter unless and until terminated by either party in writing by giving not less than 30 days notice These contracts cannot be cancelled or altered in anyway midway through the fixed period and if the client requires work to be stopped then the payment for the entire duration would still be payable.
4. Services Provided
- Broadplace will use all reasonable endeavours to ensure that customers are provided with good service and that the campaign amount is spent well to deliver results.
- Customers will provide Broadplace with all relevant information to ensure that Broadplace are able to set up and improve the Customer’s campaign.
5. Communication to the Customer
Broadplace will maintain regular contact with the customer through an appointed account manager to ensure both parties are kept informed of all relevant information necessary to enable Broadplace to provide the services. Regular progress reports will be supplied to the customer to illustrate progress against the services provided.
6. Payment for services.
In accepting these Terms and Conditions, the Customer agrees to pay Broadplace as defined for each of the services provided below. Failure to make payment within the agreed timeframe may lead to work being paused and/or work being reverted and removed. Should the customer default on payment the customer will still incur and accrue charges for the agreed timeframe of the project as agreed in the order. Broadplace Advertising Limited reserves the right to suspend a campaign following non receipt of ongoing fees.
- Manual link building activity and/or Hire a resource projects- The customer agrees to pay monthly in advance for the specified work to be carried out and for the duration of the agreed delivery period. Or as defined on the order confirmation.
- Complete Packages;
- Pay per Click management- The customer agrees to pay the minimum of the first three month’s fee or first three instalment towards their service monthly in advance (at such rate as set out in the order between Broadplace Advertising and the Customer) and all fees thereafter on a monthly rolling basis until terminated by either party in writing with not less than 30 days notice. These rates may be revised from time to time with a minimum of 30 days notice. Our monthly fees are fixed amounts unless specifically agreed by Broadplace in writing. Monthly fees can be revised should there be a significant change in the monthly advertising spend and/or the amount of work carried out by Broadplace. Any such revision of monthly fees will be communicated prior to the next months billing date.
- SEO complete packages – The customer agrees to pay monthly in advance for the specified work to be carried out and for the entire duration of the agreed delivery period. Or as defined on the order confirmation. Campaigns that are paused or cancelled mid way through the agreed period will still be subject to payment by the Customer for the entire agreed contract period.
7. Method of payment
Payment from the Customer to Broadplace will be made in advance by credit or debit card or such other method as agreed by both parties. The customer will provide Broadplace with all payment details necessary to enable payments to be taken on time. New customers agree to Broadplace conducting relevant credit history checks if the customer has not built a previous credit history with Broadplace.
Subject to the written agreement of one Broadplace’s directors to the contrary, both during the term of this Agreement and thereafter Broadplace shall be and remain the owner of all copyright and other intellectual property rights in any material, process or other work which has been created by Broadplace, its employees or sub-contractors pursuant to this Agreement.
- The methods used to deliver your campaigns constitute confidential information and our intellectual property and may not be used by you after termination of your contract without our prior written permission.
- Your campaign will be reverted to it’s original state on cancellation of our agreement, if the cancellation is within 6 months of the start date, and you agree not to use the rules or methods applied by Broadplace involved in the bidding, advert and keyword selection and creation process, after the expiry of the agreement without our written consent. If your account is reverted it will be done so to the point at which your account was passed to us. Broadplace cannot be held responsible for any changing factors that may have occurred within your account or your website during this period and as a result of reverting the account. Failure to revert the campaign to it’s original state in such circumstances will incur payment by the customer equivalent to 3 months fees.
10. Matters Relevant to the account
- Pay per Click Management/Consultancy : Broadplace will revert your campaigns to their original state and undo all work done on your PPC account or any other account created for you by Broadplace in the event of any breach of contract including but not limited to outstanding invoices.
- 10.2. SEO complete packages: All packages are for a fixed period of 6 months from the day they are assigned to the Broadplace team. Changes to the set of finalised keywords are not permitted within this fixed period. The Press Release submission and Video submission is dependent on the client providing the Press Releases & Video Files. It is the client’s responsibility to implement all the said on-page changes within ten working days. If on page changes are not implemented within this time frame then any guaranteed results will be void but future monthly work and billing will continue as per the agreed package. Packages are subject to confirmation & acceptance of keywords by Broadplace.
11. Force Majeure
Due to the nature of the services provided Broadplace cannot be held responsible for any fluctuations, perceived non delivery or damage that may have been caused by third party actions or changes. In such circumstances the agreed fee would still be payable. Some of these defined events are listed below but not restricted to these alone:
- Should the website in question be viewed and/or treated differently in the eyes of the search engines for whatever reason.
- Should the search engines alter their algorithms and/or change the way in which they rank websites
- Should the customer have adopted any unethical or black hat practices related to the website. Broadplace cannot be held responsible for the affects of any previous activity, search engine algorithmic updates or Google’s manual penalty at any time that cannot be directly attributed to Broadplace.
- In the event of required action not being executed by the customer within the specified time frame such as implementing on-page changes to the website.
- In the event of any other search engine marketing provider being instructed by the customer to work on the same website at the same time.
- Should the content of the website be deemed as inappropriate, of poor quality or considered duplicate content by the search engines.
Broadplace’s liability is limited to the obligation on the part of Broadplace under this agreement in all circumstances. Broadplace will not be liable for any other liabilities direct or indirect except where caused by the sole negligence of Broadplace. In any event Broadplace’s liability will not exceed the value of 1 month’s fees incurred to the customer. Broadplace Advertising limited cannot be held responsible for any loss of earnings as a result of your advert not showing on the search engines or for any other related reason.
13. Broadplace may assign or transfer this
Agreement or all or any of its rights and/or obligations under this Agreement to any holding company (as defined in section 736 of the Companies Act 1985 (as amended by the Companies Act 1989) or Subsidiary of it. This Agreement may not be assigned or sub-licensed by the Customer without the prior written consent of Broadplace.
The failure of either party to enforce (or delay in enforcing) at any time for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of such terms or conditions or of the right of such party at any time subsequently to enforce all terms and conditions of this Agreement.
15. This agreement shall be subject to English law.