CTRL+ALT+DEL Reputation Management Service Limited a company registered in the United Kingdom, registered number 13791818 and whose registered office is at 86-90 Paul Street, London, EC2A 4NE. (“Company”)
And
(“Client”)
Each is a party and together the Parties
1.1The Company provides an online reputation management service, which includes, but is not limited to Search Engine optimisation (SEO), content removal, and content creation services.
Client are offered these services to promote specific news and aspects about their company, products and/or services.
1.2 Additional Services included Negative Content Removal, when possible and Suppression Services which attempt to mitigate any negative content found, by the posting of positive content about the client or client company, services and products.
2.1 Agreement – This Agreement and any other agreement which are referred to in this document.
2.2 Business Day – Any day other than a Saturday and Sunday or public holiday in England.
2.3 Client Materials – All and any materials supplied or ideas supplied to the Company in its executions of this Agreement.
2.4 Commencement Date – The date of this Agreement.
2.5 Charges – All sums payable under this Agreement in respect of the Services supplied.
2.6 Data Protection Legislation – All UK Data Protection legislation being the Data Protection Act 2018.
2.7 Intellectual Property Rights –
2.8 Term – The terms of this Agreement from commencement date until termination, howsoever this Agreement is terminated.
3.1 During the Term, the Company shall supply the agreed services in accordance with these terms and conditions.
3.2 The commencement date shall be the date of this Agreement and the Terms shall be the terms agreed.
CLIENT RESPONSIBILITIES
4.1 Any person who intends to register an account or subscribe to the Company’s news letter must be over the age of 18 years old and capable of entering in to a contract, either on their own behalf or on behalf of the company they represent.
4.2 Upon agreement to use the Company services you expressly agree to our Terms of Service, Privacy Policy, Website Terms of Use Cookie Policy and any other contractual terms applied, and any future revised terms.
CONTRACTUAL OBLIGATIONS
4.3 The company will provide the content it creates to you before the company disseminates that content to the public. The Client will, within five(5) days of receipt approve or reject the content.
4.4 Upon approval of the content the Company shall download and make the content available to the public.
4.5 If the Client rejects the content, you must notify the Company and details, in writing, the reasons for rejection, along with any suggestions as to replacement content.
4.6 If the Client neither accepts or rejects the content the Company, at its sole discretion, shall either disseminate the content to the public or continue to wait for the Client’s comment. Any additional costs or delays shall be chargeable and the responsibility of the Client.
4.7 The Company shall have no liability for such delays and costs due to the Client’s delay or non response, even if the Client has specified that they must approve all content prior to dissemination to the public.
4.8 Clients accounts shall be upon manual request or by agreed direct debit or standing order request. No set off shall be made by the client against any account payable.
5.1 The Client hereby authorises the Company, including it officers, employees, sub-contractors or agents who may be involved in any contract on behalf of the Company, a world-wide, royalty free, fully paid, non-exclusive, transferable, license (and sublicense see clause 17), to use, reproduce, publicly perform, publicly display, publish, distribute, create derivative works of and otherwise exploit any such materials and information, or intellectual property, including but not limited to, content, trademarks, logos, photos, videos, advertisements, information and any other materials supplied or identified to the Company in connection with and for the term of this Agreement.
5.2 The Company acknowledges and agrees that it does not have any proprietary rights, or any other rights, interest or claim in any authorship of these materials but may use these materials in the creation of the services agreed under this Agreement.
5.3 The Client hereby grants the Company these rights for the term of this Agreement and upon completion of the services or termination (howsoever terminated) the Company will return to the Client, where it is reasonably economical to do so, any digital assets, content, online profiles, domain names and websites that the Company creates, on behalf of the Client, whilst providing the agreed services. This shall include any access requirements such as login features and passwords.
OPENING AN ACCOUNT
6.1 To open an account with us you will be required to provide information such as Company name, address, telephone number, email address (or if not a company, date of birth), and payment details.
6.2 Accounts must be only for a single entity or person. Additional accounts must opened for each addition entity or person.
6.3 All information must be accurate, truthful and up to date. It is the Clients responsibility to ensure that all account information is up to date.
ACCOUNT SECURITY
6.4 You may be given a password and user/login name and details, you must keep this secure and not allow any other person to use the account.
6.5 It is entirely the Clients responsibility to keep these details safe and secure, you must inform the company immediately, in writing, if you suspect a security breach of any of your account information. The Company accepts no liability for damage and any loss from any security breach of your account, the risk is entirely the Clients and remans with the Client at all times.
ACCOUNT RESPONSIBILITIES
6.6 You may not take any action which may cause the website to overload, interfere with the proper use and working of the website attempt to circumvent the access system of the website or use a password or user name which does not belong to you.
6.7 You may not add to the site any manual or automated software which in any way interferes with the working of the website or otherwise. This to include any form of scraping (frame, extraction, harvesting or collection) spider, crawl on any page or pages of the website. You must not take any form of action which in any way or form breaches any of these terms (including any other terms referenced).
7.1 The Company will communicate with you, by text, email, calls or through your account, regarding the services we supply to you, any account transactions, newsletter and/or any information required, security issues or changes to the service supplied and/or our terms.
7.2 These communications are required to enable us to supply our services under this Agreement, you expressly agree to receive these communications, if you block or unsubscribe to any of these emails, texts or calls, or close your account the Company may be unable to supply the services agreed and may terminate your account without notice to you.
7.3 You may receive communications as per clause 7.2 about promotions and offers from the Company, you may “Opt Out” of these by using the “Unsubscribe” link available on the emails or texts sent to you. Please see our Privacy Policy and Cookie Policy for further information.
8.1 You will be advised of your payment amounts. Please ensure that all cards, such as debit or credit card, information filed in your account is accurate and up to date.
8.2 Any payment which is overdue by more than sixty (60) days the Company reserves the right to close the account, undo and/or reverse any works completed on behalf of the client. In this event any overdue accounts are still due and payable.
8.3 Overdue accounts may be charged interest at the rate of 2% over the Bank of England base rate until payment in full is made.
9.1 If you are a company, you expressly acknowledge and agree that this Agreement is non cancellable and non-refundable.
9.2 You have the right, if you are a consumer, to cancel this agreement within 14 days of signing, providing you have not used the services. Once you begin to use the services your right to cancel is no longer available to you. For further information on your rights as a consumer you may contact The Citizens Advice Bureaux on www.citizensadvice.org.uk .
10.1 The term of this Agreement is from the date of signing this Agreement and for a minimum period of months set out within your proposal thereafter this agreement shall continue on, month to month, until terminated in writing by either party giving 30 days notice to the other.
10.2 The Company may terminate this agreement :-
10.2.1 any account payment is more that sixty (60) days overdue see also clause 8.2;
11.1 You do not have nor do we grant any rights to breach any patents, copyrights or intellectual copyrights held and displayed on our website. You and only you will be liable for any such breach or breaches. Neither do these rights allow the republication of any content or images which we may not be the copyright, agent or Intellectual Property Right holder of unless and where we grant a specific right to do so.
11.2 In using the website, and services offered you acknowledge and agree that you will not in any way defame, abuse, stalk or harass or otherwise violate any or all legal rights of any other such person using or published on the site.
11.3 We reserve the right to terminate access to the website and/or your account at any time anyone whom we deem is abusing the use of the website or account in any way or for any reason without prior notice. To the person whom we deem should be terminated, there will be no right of appeal. Our decision is final and unappealable.
12.1 You understand and agree that this website is a free public access website and a product and information based website. It is intended to provide services and general information and offers no advice of any sort.
12.2 The information on this website could contain errors or inaccuracies and it is your sole responsibility to confirm or otherwise the truth of the content on the site. We do not accept any responsibility nor offer any warranty as to the accuracy, content or the reliability of the information contained within the site.
12.3 We exclude all and any liability in respect of the content and its inaccuracy or errors contained on the website and any services provided through it and you acknowledge and agree to this term expressly.
13.1 We do not warrant the performance of the website or any services provided through it, nor its operation.
13.2 We do not warrant in any way any of the content neither expressly or implied as to its information, accuracy or content, including any illustrative pictures of the services. This to the fullest extent permissible by the law.
13.3 You agree and acknowledge that any of the content or services offered to you through the website may only be used by you and only for personal use, or solely for your own company and no other such use of them is permitted. You must be over the age of 18 to make any purchase from this site, nor must you make any purchase on behalf of any person under the age of 18.
13.4 The content provided on the website is on an “as is” basis only. We shall not be held responsible for your use of it. Use of the website is at your own discretion. We will not be held responsible for any complaints in respect of the resources, service or content provided.
13.6 You agree to waive, fully any liability or loss ( howsoever caused ) that you may or any persons who may be associated with you may have suffered as a result of your use of this website and any services supplied through it. This to include but not exclusively the use of any information or the use of any services contained in or provided through the website.
13.7 You acknowledge and agree that the we shall not have any liability for all and any type of damages how so ever they arose to include but not exclusively incidental, direct or indirect, equitable, consequential, special or any other such type for you or any associated persons use of the website or services supplied through it, this to the fullest extent permissible by law.
13.8 If You do not use this website and the services offered in accordance with these terms and conditions, you have acted fraudulently in any application or information sent to us, we reserve the right to claim from you any reasonable costs that we may incur in taking action to recover, prevent or resolve any liabilities, costs or damages resulting from such action by you.
14.1 If you choose to use our website and services, you do so entirely at your own risk.
14.2 You acknowledge and agree that we do not have any obligations, what so ever, or under any circumstances, to conduct any checks, including but not exclusively, background checks, including the age of the purchaser, or any user of the website.
14.3 We may, at our sole discretion, make such background checks but you acknowledge and agree that the content, and all of it, is provided on an “as is” basis.
14.4 All of the content and services are provided without warranty of any kind, either expressly or implied and without limitation.
14.5 We expressly and explicitly disclaim any warranty of merchantability, fitness for any particular purpose, quiet enjoyment or non-infringement or any other such similar matters arising in the course of dealing or usage of trade.
14.6 We make no warranty that the website, services or content, or any information provided will meet your requirements or will be available or made available in an uninterrupted, secure or on an error free basis.
14.7 We make no warranty in respect of the quality of any content, completeness or reliability of any content obtained through the website or our service.
14.8 No advice or information, whether either oral or in writing from us, our website or service or any content will create any warranty expressly or otherwise, herein.
15.1 We reserve the right to change these Terms and our website content at any time without notice.
15.2 We will post any changes on the website and it is up to you to read them. Please ensure you read and regularly and understand these Terms.
15.3 You must also ensure that the information you provide to us is up to date at all times. This is your responsibility.
16.1 Intellectual Property Rights – ( Logos or special or unique services )
16.2 All intellectual Property Rights of ours including but not limited to, copyright or trademark used on the website, this to include, without limitation, all design, text, graphics, software, source code and the like connected with the website are owned by us.
17.1 The Company may pledge, transfer, encumber, mortgage or assign the Company’s right, responsibilities and/or licenses under these terms or any part thereof, including without limitation any successor in the interest of the Company, or any entity with which the Company merges or is acquired by, or to any entity which purchases substantially all of the Company’s assets, without prior notice or permission from you.
17.2 You may not transfer, sell or pledge, encumber, mortgage, or assign, whether voluntarily, by operations of law, or otherwise, Amy rights or responsibilities and/or licenses granted under these terms, or any part thereof, to any other person or entity without the prior written consent of the Company.
18.1 This Agreement contains the entire Agreement of the Parties regarding the subject matter of this Agreement and there shall be no other, oral agreement or written conditions in any other Agreement that form any part of the understanding between the Parties.
19.1 If any provision of this Agreement shall be held invalid or unenforceable for any reason, the invalid or unenforceable provision may be varied in such a way to allow the provision to become valid and enforceable. In the event that any variation does not allow for validation of the provision or provisions they shall be removed from the Agreement and the remainder of the Agreement shall continue to be valid and enforceable.
19.2 If any court of competent jurisdiction find that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would be come valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
20.1 All clauses contained in this Agreement which by their intention are to survive termination of this Agreement shall do so.
21.1 You and Us agree and acknowledge that any dispute, claim or controversy arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services ( collectively “ Disputes” ) shall be submitted to arbitration.
21.2 If the Parties do not agree upon an arbitrator, either Party may request a nomination from the Chair of the Arbitration.
21.3 You and Us agree and acknowledge that should any dispute arise, an appointment of an officer from The Centre for Effective Dispute Resolution (CEDR) will be made and his/her recommendation will be adopted.
21.4 You and Us agree and acknowledge that each Party retains the right to seek injunctive or other equitable relief in a Court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a Party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
21.5 You acknowledge and agree that You and Us are each waiving the right to a trial by jury or to participate as a plaintiff or class expert in any purported class action or representative proceedings.
21.6 It is agreed and acknowledged that unless both You and Us otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceedings.
21.7 If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution,” clause will be deemed void.
21.8 Except as provided in clause 21.4, this “Dispute Resolution,” section will survive any termination of this Agreement.
19.1 Any provision or provisions which are intended to survive this Agreement will do so howsoever this Agreement is determined.
19.2 No purported variation of this Agreement will be effective unless agreed by both parties and in writing.
19.3 The failure of any Party to enforce at any time or for any period any one or more of the Terms of this Agreement will not be a waiver of them or of the right at any time subsequently to enforce all of the Terms of this Agreement.
19.4 Nothing in this Agreement will create, or be deemed to create, a partnership, or the relationship of principal and agent between the Parties.
13.1 Rights of Third Parties :-
13.1.1 Only the Company and the Freelancer may enforce the terms of this Agreement.
13.1.2 The terms of the Contracts (Rights of Third Parties) Act 1999 are therefore excluded.
20.1 This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when executed and delivered shall be an original, but all the counterparts together shall continue on and shall be the same Agreement.
20.2 The Parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature. Without limitation an “Electronic Signature” shall include faxed versions of an original signature, electronically scanned and transmitted versions of an original or any other electronic means.
21.1 These Terms and any dispute arising under them, shall be governed and construed in accordance with the laws of England and Wales.
21.2 The Parties acknowledge and agree that they will submit to the exclusive jurisdiction of the Courts of England and Wales.