| 1 | Conditions Applicable and Description |
| 1.1 |
These Conditions shall apply to all contracts for the provision of goods or services by Top Spot SEO Ltd of 29a High Street, Rotherham, South Yorkshire, S66 8LG, registered number 6798654 (“Top Spot SEO”) to you, (the “customer”), to the exclusion of all other terms and conditions including any terms or conditions which the customer may purport to apply under any purchase order, confirmation of order or similar document. |
| 1.2 |
All orders for services shall be deemed to be an offer by the customer to purchase goods or services pursuant to these Conditions. Orders may be placed by writing, via the Top Spot SEO website, telephone or fax. |
| 1.3 |
Acceptance by Top Spot SEO in the form of an order confirmation which may be oral or written shall be deemed conclusive evidence of the customer’s acceptance of these Conditions. |
| 1.4 |
Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Top Spot SEO and authorised by one of its Directors. |
| 1.5 |
Top Spot SEO’s employees are not authorised to make any representations concerning the goods unless confirmed by Top Spot SEO in writing. In entering into the contract the customer acknowledges that it does not rely on any such representations which are not so confirmed. |
| 1.6 |
While Top Spot SEO shall endeavour to ensure that goods or services shall be supplied in accordance with any description contained in any specification provided by Top Spot SEO, all illustrations, leaflets, drawings, catalogues or other material issued by Top Spot SEO and particulars of output and performance contained in any of the terms or in any quotation, are approximate only and not binding on Top Spot SEO. Top Spot SEO may from time to time make changes in the specification of the goods or services which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the goods or services. |
| 1.7 |
Any typographical, clerical or other error or omission in any sales literature (which shall include all specification sheets, plans and drawings), this website, quotation, price list, acceptance of offer, invoice or other document or information issued by Top Spot SEO shall be subject to correction without any liability on the part of Top Spot SEO. |
| 1.8 |
The customer shall be responsible to Top Spot SEO for ensuring the accuracy of the terms of any order and any applicable specification or information as required by Top Spot SEO submitted by the customer and for giving Top Spot SEO any necessary information relating to the goods or services within a sufficient time to enable Top Spot SEO to perform the contract in accordance with its terms. If insufficient information, or insufficient specification is provided to Top Spot SEO so as to prevent Top Spot SEO from fulfilling its obligations under this contract, then Top Spot SEO may unilaterally terminate the contract. |
| 1.9 |
Top Spot SEO reserves the right to raise a charge based on time spent and distance travelled in respect of any visit to the customer’s site prior to the placing of an order. |
| 2 | Price |
| 2.1 |
The price of the goods or services shall be Top Spot SEO’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in Top Spot SEO’s published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the customer, after which time they may be altered by Top Spot SEO without giving notice to the customer. |
| 2.2 |
The price is exclusive of any applicable value added tax, which the customer shall be additionally liable to pay Top Spot SEO. |
| 3 | Payment |
| 3.1 |
Payment shall be due for the agreed billing period in advance by form of cheque, direct debit, continuous authority or any other means agreed by Top Spot SEO and the Customer. |
| 3.2 |
If payment is not received by the beginning of a billing period Top Spot SEO reserves the right to cancel this agreement without notice. |
| 3.3 |
If payment in full is not received by the invoice due date Top Spot SEO reserves the right to claim further charges in line with the Late Payment Of Commercial Debts (interest) Act 1998 as amended and supplemented by the Late Payment Of Commercial Debts Regulations 2002, which will be added from invoice due date at 8% plus The Bank of England base rate. |
| 4 | Customer Cancelation |
| 4.1 |
Requests by the Customer to cancel or amend any order or for the rescheduling of deliveries shall be made in writing and shall only be accepted by Top Spot SEO in writing. Top Spot SEO reserves the right to refuse to cancel any order once the order has been confirmed. Top Spot SEO may also charge an administration fee of £25 on the cancelation of goods or services after the 7 day cooling of period. |
| 4.2 |
Consumers may cancel any order placed (whether or not confirmed) at any time within 7 working days beginning with the day after the day on which Top Spot SEO issues an invoice to the customer for payment. To cancel any order, the Consumer must inform Top Spot SEO of such cancellation in writing. Any statutory consumer rights are unaffected by these Conditions. |
| 4.3 |
No order which has been accepted by Top Spot SEO may be cancelled by the customer except with the agreement in writing of Top Spot SEO and on such terms that the customer will indemnify Top Spot SEO in full and against all loss (including loss of profit), costs, damage, charges and expenses incurred by Top Spot SEO as a result of such cancellation. |
| 5 | Risk & Property |
| 5.1 |
The customer represents to Top Spot SEO and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Top Spot SEO for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Top Spot SEO and its subcontractors from any claim or suit arising from the use of such elements furnished by the client. The client is not liable for copyright infringements resulting from negligent acts or omissions by Top Spot SEO. |
| 5.2 |
Top Spot SEO retains ownership of any domain names purchased to be used in addition to those already owned by the customer. |
| 5.3 |
The customer is responsible for the accuracy of any content published online by Top Spot SEO which is promoting the customers services or good. |
| 6 | Warranties & Liabilities |
| 6.1 |
Subject to the conditions set out below Top Spot SEO warrants that the goods or services will correspond with their description at the time of delivery. |
| 6.2 |
Top Spot SEO shall be under no liability under the above warranty if the total price for the goods or services has not been paid by the due date for payment. |
| 6.3 |
Subject as expressly provided in these Conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. |
| 6.4 |
Where any valid claim in respect of any of the goods or services which is based on any defect in the quality or condition or their failure to meet specification is notified to Top Spot SEO in accordance with these Conditions, Top Spot SEO shall be entitled to replace the goods or services (or the part in question) free of charge or, at Top Spot SEO’s sole discretion, refund to the customer the price of the goods (or a proportionate part of the price), but Top Spot SEO shall have no further liability to the customer. |
| 6.5 |
Except in respect of death or personal injury caused by Top Spot SEO’s negligence, Top Spot SEO shall not be liable to the customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever whether caused by the negligence of Top Spot SEO, its employees or agents or otherwise which arise out of or in connection with the supply of the goods or their use or resale by the customer, and the entire liability of Top Spot SEO under or in connection with the contract shall not exceed the price of the goods, except as expressly provided in these Conditions. |
| 6.6 |
Top Spot SEO shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of Top Spot SEO’s obligations in relation to the goods, if the delay or failure was due to any cause beyond Top Spot SEO’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Top Spot SEO’s reasonable control; Act of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Top Spot SEO or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery. |
| 7 | Insolvency of the customer |
| 7.1 |
This clause applies if: |
|
| 7.1.1 |
the customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or |
| 7.1.2 |
an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the customer; or |
| 7.1.3 |
the customer ceases, or threatens to cease, to carry on business; or |
| 7.1.4 |
Top Spot SEO reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly. |
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| 7.2 |
If this clause applies then, without prejudice to any other right or remedy available to Top Spot SEO, Top Spot SEO shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the customer, and if the goods or services have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary. |
| 8 | General |
| 8.1 |
Any notice or other document required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. |
| 8.2 |
No waiver by Top Spot SEO of any breach of the contract by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision. |
| 8.3 |
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected. |
| 8.4 |
These Conditions are not intended to confer any rights on any person not party to the contract and for the purposes of the Contracts (Rights of Third Parties) Act 1999 no third party consent shall be required to any termination or variation of this Agreement. |
| 8.5 |
The contract shall be governed by the laws of England, and the customer agrees to submit to the non-exclusive jurisdiction of the English Courts. |
