TERMS AND CONDITIONS

1 Definitions
  'Agreement' means the Covering Letter and the attached Terms.

'Client Reports' means the analysis that will be provided on a monthly basis.

'Covering Letter' means the letter / proposal to which these Terms are attached

'CPC' means cost per click.

'Fees' means the funds to be made available for placement with the paid introduction facilitator(s).

'Intellectual Property Rights' means all copyright (including without limitation future copyright), trade mark,
design, patent and circuit layout rights, and rights of a similar nature worldwide.

'Internet' means the global network of computer sites and databases currently written and organized in hypertext markup language and any developments of that form or language.

'Services' means Set-up, Implementation and Reporting Services.

'Holistex Limited' or 'the Company' means Holistex Limited, a company registered in England and Wales (Registered number: 4300411).

'Terms' means these terms and conditions.

'Trial Services' means any initial period of Services that is otherwise specified in writing.

'You' or 'Your' means the client recipient of the Covering Letter.

'Your Website' means the website to which a third party would be directed by your specified Universal Resource Locator (URL).

   
2 Services
2.1 Holistex Limited will compile and submit a keyword(s) inventory, either specified or discretionary, appurtenant to You or Your business, to the paid introduction facilitator(s) on Your behalf.
2.2 Holistex Limited will bid for the positioning of such keywords described at Section 2.1 with the paid introduction facilitator(s), subject to any monetary budget restrictions notified by You in any permanent recordable format, on Your behalf.
2.3 Upon acceptance of the keyword inventory and bid positioning by the paid introduction facilitator(s) Holistex Limited will activate an account with the same on Your behalf subject to the payment of all fees and set up costs due by You to the Company.
2.4 Holistex Limited will monitor Your account on a daily basis and advise You if further funds need to be made available for placement with the paid introduction facilitator(s).
2.5 Holistex Limited will provide You with Client Reports as defined by Section 3.
   
3 Client Reports
3.1 Holistex Limited will provide You with Client Reports on a monthly basis for the Term of this Agreement.
3.2 Client Reports will generally include a Daily Activity Report that illustrates the clicks (visits) and CPC charges of Your account with the paid introduction facilitator(s).
3.3 You must only use the Client Reports for Your internal business purposes.
3.4 The form and content of Client Reports can be subject to change at the discretion of the Company without prior notification to You.
3.5 The Client Report service is provided "as is", without warranty of any kind as regards the contents therein. Holistex Limited disclaims any warranty, express or implied, including any warranties of title, non-infringement, merchantability or fitness for a particular purpose.
   
4 Fees
4.1 You must pay a one off administration fee to cover the compilation and submission of the keyword(s) inventory, bid positioning, and activation of an account with the paid introduction facilitator(s) by Holistex Limited on Your behalf of £149.00.
4.2 You must pay Holistex Limited any costs that the paid introduction facilitator(s) charge for the set-up and administration of any account.
4.3 You must pay Holistex Limited the fees for the applicable services in advance of the provision of such services. A minimum balance of £100 must be paid on initial submission. Holistex Limited will issue a proforma invoice to you before the fees become due. The Company will only consider an invoice to have been paid by you once the Company bank account has been credited with cleared funds equal to the invoice total inclusive of value added tax.
4.4 Holistex Limited will issue a Value Added Tax invoice within 14 days of issue of the proforma invoice.
4.5 You must pay Holistex Limited a management service charge based upon a percentage of the fees to cover the services defined at Clause 2.4 in line with the following scales.
Monthly Spend between £1 - £1000 management service charge = 20%
Monthly Spend between £1001 - £5000 management service charge = 10%
Monthly Spend between £5001 - £20,000 management service charge = 7.5%
Monthly Spend between £20,001 - £50,000 management service charge = 5%
Monthly Spend above £50,000 management service charge = 0%
4.6 CPC charges for the provision of services are your responsibility. The paid introduction facilitator(s) will invoice the Company direct and the Company will in turn deduct all CPC charges from the balance of any fees on your account.
4.7 4.7 You must pay each invoice issued by Holistex Limited immediately without deduction or set-off.
4.8 If You pay an invoice by credit card the Company will levy a charge of 4.50% on the invoice total (inclusive of value added tax) to cover handling charges. The Company may vary the rate at which this charge is applied at any time and without prior notification to You.
4.9 If You fail to pay an invoice by the due date, Holistex Limited may, without limiting its rights or remedies:

(a) suspend performance of all or part of the Services;
(b) deactivate any account You have been provided with by the paid introduction facilitator(s);
(c) charge You interest (calculated daily and compounded monthly) on any amount unpaid at the rate of 2% per annum in excess of the rate of interest fixed from time to time under the Penalty Interest Rate Act 1983;
(d) recover from You all costs incurred in the collection of outstanding payments including all legal costs and all debt collection agency costs.
   
5 Client Acknowledgments
5.1 You acknowledge that:

a) any change in the mailing address provided in the covering letter by You will be notified without delay to the Company;
b) Client Reports are based on information available at the time the applicable Client Report is generated, and may differ from results that are shown by a particular paid introduction facilitator after that time;
c) Client Reports and the Services provided may be affected by changes made to third party search engine algorithms without prior notice to the Company;
d) the Company cannot control or predict the volume of pages submitted to, or accepted by, the paid introduction facilitator(s);
e) the Company cannot guarantee the performance of Your Website in the rankings of a particular search engine;
f) the Company require authority of fees in a recordable format and full payment of fees by You to avoid the Company being able to enforce any of the Sub Sections (a) -(f) of Clause 4.8.
g) failure to pay fees sufficient to ensure continuation of Services will cause all or part of the Services to be immediately suspended.
   
6 Intellectual Property
6.1 You grant the Company a non-exclusive licence to use Your Intellectual Property Rights to the extent necessary for Holistex Limited to perform the Services.
   
7 Warranties and Exclusion of Liability
7.1 Holistex Limited excludes all implied conditions and warranties except any implied condition or warranty the exclusion of which would contravene any statute or cause any part of this clause to be void ('Non-Excludable Condition').
7.2 To the extent permitted by law, Holistex Limited's liability for breach of any Non-Excludable Condition is limited, at the Company's option:
a) in the case of services, to supplying those services again; and
b) in the case of goods, to providing, replacing or repairing the goods.
7.3 To the extent permitted by law, the Company:
a) excludes all liability (including liability for negligence) for indirect consequential loss and damage (including loss of profits, business opportunity, data, goodwill or anticipated savings).
7.4 You acknowledge and agree that:
a) You are solely responsible for the content and accuracy of all information, equipment, materials and content provided or approved by You; and
b) the Company will not be liable for the operation or performance of any third party software, equipment, services, products or other material used in connection with the Services, including without limitation any third party communications, Internet or web hosting services.
c) neither Holistex Limited nor any of its officers, directors, agents, subsidiaries, affiliates, employees, successors, assigns, content providers or Service providers will be liable to You for any indirect, incidental, special or consequential damages arising out of the use of the Services, or inability to gain access to or use the Services.
   
8 Indemnity
8.1 You indemnify Holistex Limited against all loss, damage, expenses and costs (including reasonable legal costs) that Holistex Limited sustains or incurs as a result of any negligent or wrongful act or omission by You or Your personnel or any breach by You of this Agreement.
   
9 Termination
9.1 Holistex Limited may terminate this Agreement immediately for any reason and without any requirement to give notice in writing to You.
9.2 Either party may, without affecting any other rights it may have, immediately terminate this Agreement by giving notice in writing to the other party if:
a) the other party breaches any material provision of this Agreement and fails to remedy that breach within 21 calendar days after receiving written notice requiring it to do so;
b) the other party ceases to be able to pay its debts as they become due, a mortgagee takes possession or disposes of the whole or any part of its assets, operations or business, an arrangement is entered into between it and its creditors or a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person of the whole or any part of its assets or business is appointed; or
c) where the other party is a partnership, any step is taken to dissolve that partnership.
   
10 On Termination
10.1 On termination or expiry of this Agreement, Holistex Limited will immediately be entitled to invoice You, and You must promptly pay, for all costs incurred by the Company in the performance of this Agreement prior to its termination or for work in progress under this Agreement at Supplier's current time and materials rates.
10.2 On termination of this Agreement by You prior to any prescribed Expiry as outlined in the Covering Letter, the Company will immediately be entitled to invoice You, and You agree to pay immediately upon receipt and without delay, the balance of any CPC charges referred until the date of termination in accordance with Clause 4.6.
10.3 You acknowledge and agree that:
a)any unused fees, either in full or in any part thereof, will be refunded along with any other deductions prescribed by the Terms and Conditions of this Agreement.
   
11 Confidential Information
11.1 Neither party may, without the written approval of the other party, make public or disclose to any third person any Confidential Information received from the other party except where such disclosure is expressly necessary for the Company to perform the Services.
11.2 For the purposes of this clause, 'Confidential Information' includes information marked as confidential, and information which by its nature is confidential, is known to be confidential or which the receiving party ought to know is confidential.
11.3 The obligations of confidentiality under this clause do not apply to information which:
a) is or becomes generally available to the public (other than by reason of a breach of an obligation under this Clause 11.1);
b) is or has been independently developed by the recipient; or
c) is required to be disclosed by law.
11.4 Notwithstanding Clause 11.1 the Company may cite the performance of the Services to its clients and prospective clients as an indication of its experience.
11.5 On termination or expiry of this Agreement, each party must deliver up or destroy all copies of the other party's Confidential Information in its possession or control.
   
12 General
12.1 Holistex Limited may engage agents or subcontractors to assist in the performance of this Agreement.
12.2 Holistex Limited will not be prevented or restricted from providing services similar to the Services to any other person.
12.3 Holistex Limited will not be liable for any failure to perform or delay in performance of any obligation where such failure or delay is due to anything beyond its reasonable control.
12.4 Any failure by a party to insist on strict compliance with any provision of this Agreement or any delay by a party in exercising its rights under this Agreement will not constitute a variation or waiver of any provision of this Agreement or any right available to that party.
12.5 Nothing in this Agreement excludes, restricts or modifies the application of any statutory provision where to do so would contravene that statute or cause any part of this Agreement to be void or voidable.
12.6 Part or all of any provision of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining provisions continue in force.
12.7 Any limitations, exclusions indemnities and confidentiality provisions set out in this Agreement survive termination or expiry of this Agreement for any reason.
12.8 You may not assign or otherwise deal with this Agreement or any right under this Agreement without the Company's prior consent.
12.9 This Agreement will be governed by the statute law of the United Kingdom of Great Britain and Northern Ireland and the parties submit to the non exclusive jurisdiction of courts in that country.
12.10 This Agreement constitutes the entire agreement between the parties and supersedes all prior representations, agreements, statements and understandings relating to its subject matter, whether oral or in writing.
12.11 This Agreement may only be altered in writing by the Company.
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