SEO Audit

Terms And Conditions

Terms and Conditions of Use and Employing Technology Spot

If you’re looking for a strategic partner for your search engine marketing needs, please Contact Us. The use of any product, service, or feature (the “Materials”) available through this internet website or Technology Spot as an entity by any user of the website (“you” or “your”) shall be governed by the following Terms of Use: This website is provided by Technology Spot and may be used for informational purposes only. By using the site or downloading the Materials from the site, you agree to abide by the terms and conditions outlined in this notice. If you do not agree to abide by these terms and conditions please do not use the website or download materials from the website. This including all Materials present (excluding any applicable third-party materials), is the property of Technology Spot and is copyright protected by worldwide copyright laws and treaty provisions. You agree to comply with all copyright laws worldwide in your use of the website and to prevent any unauthorized copying of the Materials.

Technology Spot does not grant any express or implied rights under any patents, trademarks, copyrights, or trade secret information. If any content/images/copy right belongs to you or any known party, please write to us and we will remove it immediately Technology Spot has business relationships with thousands of customers, suppliers, governments, and others. For convenience and simplicity, words like joint venture, partnership, and partner are used to indicate business relationships involving common activities and interests, and those words may not indicate precise legal relationships.

Limited License
Subject to the terms and conditions outlined in these Terms of Use, Technology Spot grants you a non-exclusive, non-transferable, limited right to access, use, and display this site and the materials thereon. You agree not to interrupt or attempt to interrupt the operation of the site in any way.

Third-Party Content
The website makes information about third parties available, including articles, reports, news reports, tools to facilitate calculation, company information, and other data (the “Third Party Content”). You acknowledge and agree that the Third Party Content is not created or endorsed by Technology Spot nor are any products or services offered through it. The provision of Third Party Content is for gene informational purposes only and does not constitute a recommendation or solicitation. In addition, the Third Party Content is not intended to provide tax, legal, or investment advice. You acknowledge that the Third Party Content provided to you is obtained from sources believed to be reliable, but that no guarantees are made by the website or the providers of the Third Party Content as to its accuracy completeness, or timeliness. You agree not to hold the website, any business offering products or services through the website, or the provider of Third Party Content liable for any investment decision or other transaction you may make based on your reliance on or use of such data or any liability that may arise due to delays or interruptions in the delivery of the Third Party Content for any reason.

By using any Third Party Content, you may leave this website and be directed to an external website, or a website maintained by an entity other than Technology Spot. If you decide to visit any such site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Technology Spot makes no warranty or representation regarding and does not endorse, any linked website or the information appearing thereon or any of the products or services described thereon. Links do not imply that Technology Spot or this Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of Technology Spot or any of its affiliates or subsidiaries.

No warranties 
This site, the information and materials on the site, and any software made available on the site are provided “as is” without any representation or warranty, express or implied, of any kind, including, but not limited to, warranties of merchantability, non-infringement fitness for any particular purpose. There is no warranty of any kind, express or implied, regarding third-party content. There is also a warranty that this site will be free of any computer viruses. Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions may not apply to you.

Limitation of damages 
In no event shall Technology Spot or any of its subsidiaries or affiliates be liable to any entity for any direct, indirect, special, consequential other damages (including, without limitation, any lost profits, business interruption, loss of information or programs, or other data on your information handling system) that are related to the use of, or the inability to use, the content, materials, and functions of the website or any linked website, even if Technology Spot is expressly advised of the possibility of such damages.

Disclaimer

The website may contain inaccuracies and typographical and clerical errors. TechnologySpot expressly disclaims any obligation to update this site or any of the materials on this site. TechnologySpot does not warrant the accuracy or completeness of the materials or the reliability of any advice, opinion, statement, or other information displayed or distributed through the site. You acknowledge that any reliance on any such opinion, advice, statement, memorandum, or information shall be at your sole risk. TechnologySpot reserves the right, in its sole
discretion, to correct any errors or omissions in any portion of the site. TechnologySpot may make any other changes to the site, the materials, and the products, programs, services, or prices (if any) described on the site at any time without notice. 

Indemnity

You agree to indemnify and hold harmless TechnologySpot, its subsidiaries, and affiliates from any claim, cost, expense, judgment, or other loss relating to your use of this website, including without limitation of the previous, any action you take which violates the terms and conditions of these Terms of Use. 

Changes
TechnologySpot reserves the right, at its sole discretion, to change, modify, add, or remove any portion of these Terms of Use in whole or in part, at any time. Changes in these Terms of Use will be effective when notice of such change is posted. Your continued use of the website after any changes to these Terms of Use are posted will be considered acceptance of those changes. TechnologySpot may terminate, change, suspend, or discontinue any aspect of the TechnologySpot website, including the availability of any Site features, at any time. TechnologySpot may also impose limits on certain features and services or restrict your access to parts or the entire website without notice or liability. TechnologySpot may terminate the authorization, rights, and license given above, and, upon such termination, you shall immediately destroy all materials.

1.     The Client ACKNOWLEDGEMENTS The Client understands, acknowledges, and agrees that:

o   The Agency has no control over the policies of search engines or directories concerning the type of sites and/or content that they accept now or in the future. The Client’s website (s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. The Agency will resubmit those pages that have been dropped from the index.

o   Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list The Client’s website (s).

o   Occasionally, search engines and directories will stop accepting submissions for an indefinite period.

o   Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often listing will “reappear” without any additional submissions. Should the listing not reappear, the Agency will re-submit the website (s) based on the current policies of the search engine or directory in question.

o   Some search engines and directories offer expedited listing services for a fee. The Agency encourages the Client to take advantage of these expedited services. The Client is responsible for all expedited service fees unless otherwise noted in the Order Form.

2.     WEB SITE CHANGES The Agency is not responsible for changes made to the Client’s website (s) by other parties that adversely affect the search engine or directory rankings of the Client’s website (s).

3.     ADDITIONAL SERVICES Additional services not listed herein or in the Order Form will be provided for up to £75 per hour. The Agency is not responsible for the Client overwriting SEO Services work to the Client’s website (s). The Client will be charged an additional fee for re-constructing meta-tags, keywords, content, etc based on the hourly rate of up to £75 per hour.

4.     INDEMNIFICATION The Client shall indemnify and hold harmless the Agency (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable legal fees and all related costs and expenses) incurred by Agency as a result of any claim, judgment, or adjudication against the Agency related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by the Client to the Agency (the “the Client Content”), or (b) a claim that the Agency’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, the Agency must: (i) give the Client prompt written notice of a claim; and (ii) allow the Client to control, and fully cooperate with the Client in, the defense and all related negotiations.

5.     DISCLAIMER OF ALL OTHER WARRANTIES The agency cannot warrant that the SEO services will meet the client’s expectations or requirements. The entire risk as to the quality and performance is with the client. Except as otherwise specified in this agreement, the agency provides its services ‘as is’ and without warranty of any kind. The parties agree that (a) the limited warranties outlined in this section are the sole and exclusive warranties, provided by each party. Provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the agreement and shall not affect the validity and enforceability of any remaining provisions.

6.     LIMITED LIABILITY In no event shall the agency be liable to the client for any indirect, special, exemplary, or consequential damages, including any implied warranty or merchantability or fitness for a particular purpose and in particular any claim of the failure of any software contained on rented or owned servers of the client or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. The agency makes no warranty of any kind, whether express or implied about any third-party products, third-party content, or any software, equipment, or hardware obtained from third parties. The client is responsible for backing up the complete system and installing it in the event of failure of software.

7.     The Client REPRESENTATIONS The Client makes the following representations and warranties for the benefit of the Agency:

o   The Client represents to the Agency and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Agency 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 the Agency and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

o   The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to the Agency for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend the Agency and its subcontractors from any liability or suit arising from the use of such elements.

o   From time to time governments may enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Agency and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.

8.     CONFIDENTIALITY The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer-retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the Agency and the Client acknowledge and agree that their obligations of confidentiality concerning Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.

  • Data Protection: All information collected from or for the client will be held subject to the confidentiality terms of this agreement and by data protection laws. Such information will only be held by Click Intelligence during the term of this contract by GDPR. The client will have full responsibility concerning complying with the Data Protection Act for all information that Clicks Intelligence collects and supplies to the client in the course of carrying out the contracted work.

 

  • FAILURE TO PERFORM Neither party will be liable for any delay or for failure to perform its obligations if that delay or failure is caused by circumstances beyond the control of the party including but not limited to, acts of God, industrial dispute, civil disturbance, strikes (other than strikes by that party’s employees or its sub-contractors employees) or lockouts or impossibility of obtaining source material. Such party shall be entitled to a reasonable extension of time for the performance of such obligations.
  • RELATIONSHIP OF PARTIES The Agency, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. The Client does not undertake by this Agreement, the Order Form, or otherwise to perform any obligation of the Agency, whether by regulation or contract. In no way is the Agency to be construed as the agent or to be acting as the agent of Client in any respect, any other provisions of this Agreement notwithstanding.
  • NOTICE AND PAYMENT Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Order Form. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
  • JURISDICTION This Agreement shall be subject to and interpreted by the law of England and Wales whose courts of England and Wales shall have exclusive jurisdiction.
  • AGREEMENT BINDING ON SUCCESSORS The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors, and assigns.
  • ASSIGNABILITY The Client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the Agency. The Agency reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
  • WAIVER No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
  • INTEGRATION This Agreement constitutes the entire understanding of the Parties, revokes and supersedes all prior agreements between the Parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
  • NO INFERENCE AGAINST AUTHOR No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
  • DISPUTES In the event of any dispute arising out of the Agreement, the parties will attempt to settle it by negotiation. To this end, they shall use their respective best endeavours to consult or negotiate with each other, in good faith and, recognising their mutual interests attempt to reach a just and equitable settlement satisfactory to both parties. Negotiations shall be conducted between the respective senior executives of the parties who gave authority to settle disputes.
  • READ AND UNDERSTOOD Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

 

 

ADDITIONAL TERMS AND CONDITIONS RELATING TO PAID SEARCH MARKETING SERVICES

Where the Client appoints the Agency to supply paid search marketing services (“PSM Services”), the terms of this Annex A shall apply.

1.     The Services In performing the PSM services, the Agency shall:

o   proactively manage, monitor, track, and measure search engine marketing programs and promote the marketing of the Client’s products and/or services (“Products”) on the Website(s) (and all successor or replacement sites to it);

o   manage the relationships with and payments to the owners, operators, and/or administrators of the relevant search engines or directories (“Search Partners”);

o   manage bid price, listing terms, monthly spending, adding and deleting listings, creating new listings, and changing bid amounts;

o   provide, monitor, and maintain the necessary technology applications required to link the Website(s) to Search Partners; and

o   track and report certain metrics including several clicks, sales conversion data, and ROI measurements, and, if applicable to the Agency’s fees, track and report the nature and volume of all relevant actions as identified in the MSA by Qualified Customers (as defined below).

 

1.     Payment for PSM Services (a) The fees set out in the Service Agreement are exclusive of any application program interface (“API”) access or similar fees that a Search Partner may charge to the Agency in connection with the Client’s search marketing program. The Agency reserves the right to charge the Client (and the Client agrees to pay) the amount of such fees. Where such Search Partners assess a specific cost-per-click charge, that cost will be billed to the Client by the Agency.  In instances where a Search Partner charges the Agency a flat fee for API access, the Agency shall pass all such API fees along to its PSM clients on a pro-rata basis. For purposes of clarification, in such instances, the Agency shall use commercially reasonable efforts to determine the approximate effective API cost on a per-click basis for all applicable clients. Each such client shall then be charged its proportionate share of the API expense. (b)  A “Qualified Customer” shall mean any individual or entity that (i) places an order for Products from the Website(s) within sixty (60) days of clicking through to the Website(s) via hyperlinks contained within the Client’s keywords, titles and descriptions, listings, content, data and data feeds relating to the Client’s Products keywords, titles and descriptions, listings, content, data, and data feeds relating to the Client’s Products (“Offers”) as displayed with any Search Partner or via any other promotional placement provided by the Agency or (ii) completes and submits Client’s registration form within sixty (60) days of clicking through to the Website(s) via hyperlinks contained within Client’s Offer as displayed with any Search Partner or via any other promotional placement provided by the Agency.   “Monthly Sales” shall mean the net Euro amount of Products ordered by Qualified Customers during a calendar month.  Monthly Sales shall be calculated exclusive of fraudulently placed orders identified in writing by the Client within five (5) days after the date of the fraudulently placed order, transportation and packaging costs, insurance, and taxes.

2.     Responsibilities of Client

o   The Client shall be solely responsible for monitoring, operating, maintaining, and managing the content of the Website(s). The Client will ensure that navigation back to the originating Search Partner web page, whether through a particular pointer or link, the “back” button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by the Client through the use of any intermediate screen or other device not specifically requested by the user, including without limitation through the use of any html popup window or any other similar device.

o   The Client shall be solely responsible for providing and/or approving relevant and appropriate offers so that the Agency can seek to manage and optimize the search engine placement of the Offers. The Client agrees and acknowledges that a Search Partner may, in its sole discretion, refuse to display or continue to display any of the Client’s Offers and that neither the Agency nor any Search Partner shall be liable for such refusal

o   The Client shall be solely responsible for all aspects of the relationship with all persons and/or entities that purchase Products or submit a registration, as the case may be, including without limitation:

§  establishing all prices for Products;

§  accepting, processing, and fulfilling orders for Products;

§  collecting payment, including all taxes or other charges due, from Qualified Customers;

§  managing returned Products and cancellations;

§  ensuring that the sale of all Products is made in conformance with all applicable laws (including export control laws);

§  determining all customer service, warranty, and/or operational policies;

§  accepting and processing registrations;

§  satisfying all commitments or obligations resulting from each completed registration;

o   ensuring that each registration, and the information collected in processing each registration, is acquired and used in conformance with all applicable laws.

The Client shall provide the Agency with sales and marketing information applicable to the Products as is available from time to time to assist the Agency in establishing relationships with Search Partners.

  • The Client shall provide its reasonable cooperation concerning efforts made by the Agency to: (i) improve the tracking and reporting of relevant information including but not limited to the number of clicks and sales conversion data and/or purchases made or registrations submitted by Qualified Customers and (ii) implement and test the technology applications used to link the Website(s) to Search Partners. The Agency shall provide the Client with a one-by-one (1×1) clear pixel (the “Image Tag”) to allow for tracking by the Agency. The Client will not take any action concerning this Image Tag that would interfere with the Agency’s ability to carry out its activities under this Agreement and will provide reasonable advance notice to the Agency of any action reasonably expected to have such effect. If the Agency’s remuneration is based upon actions of Qualified Customers, should the Client modify, alter, delete, disable, fail to serve, or take any other action about the Image Tags provided to the Client by the Agency, the Client agrees to pay to the Agency for each day, or pro-rata portion of any day, during which the Agency’s ability to track such data is hindered, the average Euro amount of remuneration earned by the Agency and Search Partners per day during the seven (7) day period immediately preceding the period during which the Agency’s tracking ability was hindered.
    • The Client shall protect any passwords, access codes, user IDs, or other login information (collectively, “Passwords”) provided to the Client that is used to access the Agency’s online program management and reporting tools. If the Client makes such Passwords available to any third party, the Client shall (i) obligate each such third party to execute a written confidentiality agreement that binds that third party to confidentiality obligations consistent with those imposed upon the Client hereunder; and (ii) be liable for all actions taken by such third party in connection with or related to that third party’s access to the Agency’s online program management and reporting tools. Except as specifically outlined in this Agreement, the Client shall not disclose or make available the Client’s Passwords other than to the Client’s authorized employees.

TERMS AND CONDITIONS RELATING TO THE SEO REFERRAL PROGRAM

  • You can’t refer to us any existing clients that we are already working with.
  • You can’t refer a client to us through this program that has already referred to us outside this program.
  • You can’t self-refer your own company.
  • You only have 6 months to use any free service from the point the referred client has paid us. After 6 months the free service is void.
  • You only have 6 months to invoice us from the point the referred client has paid us.
  • The company management has the right to change, modify, or cancel the terms of the referral program at any time.
  • The company management has the right to refuse any referred company to join our referral program.