KEYWORD TARGETED TRAFFIC AGREEMENT

GENERAL TERMS & CONDITIONS

 This Agreement is made between Traffic4BizLimited of Hammerton Chambers,Hammerton Street, Burnley, Lancashire BB11 1LT and the Customer for the provision of Services in accordance with the following General Terms and Conditions.

1

 

INTERPRETATION AND DEFINITIONS

1.1

In this Agreement the following terms shall have the respective meanings                             assigned to them (words in the plural include the singular and vice versa):

1.1.1

"Agreement" means this agreement comprising the General Terms and Conditions

1.1.2

"the Customer" means the person, group of people, or company, who receive the Service from traffic4biz under the terms of this Agreement

1.1.3

"Commencement Date" means the date of commencement of the Service;

1.1.4

"traffic4biz" means Traffic4Biz Limited;

1.1.5

"Fees" means the Subscription Fee and the Set Up Fee, together being the amounts payable by the Customer for provision of the Service as set out in the Master Schedule;

1.1.6

"Force Majeure" means any circumstances beyond reasonable control including but not limited to Acts of God, fire, lightning, explosion, flood, extreme weather conditions, outbreak of hostilities (whether war be declared or not), riot, civil disorder or commotion, acts of terrorism, industrial disputes or acts or defaults of any local or central Government or other competent authority;

1.1.7

"General Terms and Conditions" means these terms and conditions, forming part of the Agreement;

1.1.8

"Set Up Fee" means the amount payable by the Customer for initially setting up the Service;

1.1.9

"Subscription Fee" means the amount payable by the Customer for continued use of the Service;

 

2

 

PROVISION OF SERVICE

2.1

In consideration of the payment by the Customer of the Fees, traffic4biz shall provide the Services during the continuance of this Agreement subject to the compliance by the Customer with all the terms and obligations set out in this Agreement.

2.2

The Customer may request that the services and facilities comprised in the Services be altered. Any such request must be made in writing or by electronic mail and shall only take effect if agreed by traffic4biz

3

 

TERM

3.1

The term of this Agreement shall commence on the Campaign Commencement Date and continue for the Campaign Period set out and shall continue thereafter until traffic4biz has supplied the ordered quantity of click throughs

.

4

TRAFFIC4BIZ RIGHTS AND OBLIGATIONS

4.1

Traffic4biz shall give instructions about use of the Service traffic4biz thinks reasonable to be necessary in the interests of safety, or of concern to the quality of service traffic4bizís other customers and any such instructions shall, whilst they are in force, be deemed to form part of this Agreement.

4.2

Subject as set out in Clause 2.1 traffic4biz shall provide the Service on a 24 hour per day basis, 7 days a week but:-

4.2.1

access to the Service may be occasionally restricted to allow repairs, maintenance and archiving in which case traffic4biz will use all reasonable endeavours to provide the Customer with advance notice of such restriction;

4.2.2

Traffic4biz shall not be liable for any Service Outage;

4.3

Traffic4biz shall supply at least the full number of clicks ordered by the customer. Whilst traffic4biz shall endeavour to supply the clicks in the time period specified traffic4biz do not guarantee to supply within this period

5

 

CUSTOMERS OBLIGATIONS

5.1

The Customer shall at all times use the Service in accordance with the AUP and shall indemnify and hold harmless traffic4biz from any losses incurred by reason of breach of this clause. In particular the Customer shall not, nor permit any other person to, use the Service:

5.1.1

to send or receive any material which is abusive, indecent, obscene, defamatory, racist, offensive, menacing or in breach of confidence, copyright or any other rights or which contains unlawful security devices or which contravenes any laws;

5.1.2

to cause annoyance, inconvenience or needless anxiety;

5.1.3

other than in accordance with the acceptable use policies of any connected networks including the Internet;

5.1.4

to send unsolicited advertising or mailshots of any kind.

5.2

The Customer shall not resell or sublet the service unless specifically authorised within the Service Description.

5.3

The Customer is solely responsible for obtaining the appropriate licences for, and undertaking the appropriate maintenance of, any software necessary for use of the Service, other than any software which may be provided by Traffic4biz which the customer agrees to comply with any terms and conditions governing the use of the software.

5.4

In the event that software is provided by Traffic4biz as part of the Service, Traffic4biz hereby grants a personal, non-exclusive licence for the term of this Agreement to the Customer to use such software solely for the receipt of the Services under this Agreement.

5.5

Unless otherwise agreed in writing between the parties, the Customer is solely responsible for its own and any third party software, programs and data, the maintenance of the same and the output therefrom and for ensuring that such items are (if applicable) properly licensed, including being licensed for use by Traffic4biz if necessary.

5.6 If the customer  receives credit facilities from Traffic4Biz or any sister or associated companies, the Customer will ensure that they fulfill their obligation to operate within the terms of such credit facilities, in particular ensuring that all due payments are paid within the timescale allowed. Traffic4Biz reserves the right to suspend or withdraw services upon request from any of our sister or associated companies until such time as the Customer again operates within such terms.

 

6

 

CHARGES FOR THE SERVICE

6.1

The Customer shall pay to traffic4biz Fees relating to the Service on the basis specified in the Master Schedule.

6.2

Traffic4biz  may alter the amount of the Fees or of any of its charges at any time after the initial period and shall notify the Customer in writing of any alteration (either increase or decrease) and such change shall take effect from the date specified in such notification which shall not be less than 30 days after the giving of such notice. 

6.3

The Fees are not refundable, except where otherwise stated herein. Fees paid in advance are also not refundable if the Customer Terminates the Service before they have been fully used.

6.4

Fees are exclusive of value added tax which shall be paid by the Customer unless otherwise stated.

6.5

Fees do not include charges for any communications service used to connect the Customer to the Service unless otherwise stated.

6.6

Additional charges may be made at traffic4bizís current standard consultancy rates for advanced support, custom programming or configuration, or software installation.

6.7

Traffic4biz  may at its discretion charge interest on any amounts due from the Customer under this Agreement which are not paid within 30 days of invoice at the rate of 5 percent above Barclays Bank plc base rate for the time being calculated from the date of the invoice to the date actual payment is received.

6.8

Cheques and direct debits returned unpaid by the Customer's bank may incur an administration charge which in any event shall be paid by the Customer.

6.9

In no event shall traffic4biz incur liability for Service Outage unless:

6.9.1

A written claim is made within 30 days of the Service Outage giving rise to such credit, and;

6.9.2

The ability to claim a Service Outage credit has been included in the Service Description. In any event such Service Outage credit shall not exceed the corresponding Campaign Fee for the period of the Outage, and shall only be due from the period starting when the Customer contacted Traffic4biz to alert them to the problem.

6.10

Traffic4biz reserves the right at any time to require the Customer to issue a deposit or other form of security acceptable to Traffic4biz if:

a)      Customer's financial circumstances or payment history is or becomes unacceptable to Traffic4biz;

b)      there is a material change in the circumstances or Customer's actual or anticipated usage.

Upon receipt of a written request for security the Customer shall have five (5) business days to provide such security and if Customer fails to comply with such request within said period then Traffic4biz shall be authorised to immediately suspend the delivery of Services and / or terminate this agreement without further notice.

 

7

 

TERMINATION AND SUSPENSION OF SERVICE

7.1

If the Customer:

7.1.1

fails to pay any Fees or related charges within the normal trading credit period;

7.1.2

shall cease to carry on business or become insolvent, or have an administrator or receiver appointed or enter into liquidation or enter into any agreement with its creditors;

7.1.3

fails to fulfil any of its obligations under any part of this or any other agreement that it has with Traffic4biz or any of its sister or associated companies, interferes with or impairs the Service, or Traffic4biz's ability to perform the Services;

then Traffic4biz may (without prejudice to any other right or remedy):

7.1.4

suspend provision of the Service until the Customer shall remedy such matter but the Customer shall continue to be liable for any of the charges and Fees which may accrue during such suspension; and/or

7.1.5

after giving written notice, terminate the Agreement between the Customer and Traffic4biz forthwith in which case any unused portion of the Fee will not be returned; and/or refuse access by the Customer to any Customer and/or Traffic4biz equipment at Traffic4biz's premises.

7.2

Traffic4biz may terminate the Customer's access to the whole or any part of its Services at any time by providing not less than the Appropriate Written Notice Period and returning the unused portion of the Subscription Fees.

7.3

The Customer may terminate the Service by providing not less than the Appropriate Written Notice Period as specified in the Service Description, which notice may be given at any time but which may only take effect on or after the expiry of the Initial Period.

7.4

Upon termination of this Agreement, however brought about, the Customer shall remain liable for all outstanding obligations and Fees and this Agreement shall continue to cover any material sent or received by the Customer for as long as it remains on the Service.

7.5

For the avoidance of doubt, any licences granted by Traffic4biz under this Agreement shall terminate upon the termination or expiry of this Agreement.

7.6 Request any or all sister  or asociated companies to suspend services until the customers account is in order.

 

8

 

LIMITATION OF LIABILITY

8.1

Nothing in this Agreement shall exclude or restrict either party's liability for death or personal injury resulting from its negligence or that of its employees while acting in the course of their employment.

8.2

Traffic4biz has no control over the information transmitted to or from the Service and that Traffic4biz does not ordinarily examine the use to which customers put the Service or the nature of the information they are sending or receiving. Traffic4biz hereby excludes all liability of any kind for the transmission or reception of information of whatever nature.

8.3

Traffic4biz shall not in any circumstances be liable under this Agreement or otherwise for any direct or indirect loss, loss of business, revenue, profits or savings; wasted expenditure; corruption or destruction of data; or for any indirect or consequential loss whatever whether arising from negligence, breach of contract or otherwise.

8.4

in any event Traffic4biz's liability in contract, tort or otherwise (including negligence) howsoever arising out of or in connection with this Agreement shall in respect of any one or more incidents not exceed the total Fees received by Traffic4biz for the campaign fees in which the incident occurs.

8.5

The Customer shall indemnify Traffic4biz against any claims, legal proceeding and expenses (including legal fees), arising from the Customer's use of the Service, which are brought or threatened against Traffic4biz by another person or company.

8.6

In the event of any part of this Agreement being held inapplicable or unreasonable, the remainder of the Agreement shall remain in full force and any clause held inapplicable or unreasonable shall be enforced to the fullest extent possible.

8.7

The provisions of this Clause 8 shall continue to apply notwithstanding the termination or expiry of this Agreement.

9

 

SERVICE OF NOTICE

9.1

Any written document shall be deemed to be given or served by Traffic4biz on the day following that on which it is emailed to the Customer's internet electronic mail account, or posted to, or left at, the address given by the Customer for receiving bills.

9.2

Any information published on the service, including changes to Fees or charges, shall be deemed to be given or served by Traffic4biz on the day that it is published and such change shall take effect on the expiry of the Appropriate Written Notice period.

10

 

FORCE MAJEURE

10.1

Neither Traffic4biz nor the Customer shall be liable for any breach of this Agreement caused or substantially contributed to by Force Majeure.

 

LAW

11.1

These General Terms and Conditions are subject to the laws of England and Wales and the Customer hereby submits to the jurisdiction of the English Courts.

11.2

These General Terms and Conditions, the AUP and any Appendix contain the entire Agreement between the parties with respect to the Service, and supersedes all previous agreements and understandings between the parties, and may not be modified save as provided herein.

11.3

The Customer acknowledges that, in entering into this Agreement, it does not rely on any representation (other than any fraudulent misrepresentation), warranty or other provision except as expressly provided in this Agreement, and accordingly all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

11.4

The Customer shall observe the requirements of the Data Protection Acts 1984 and 1998 regarding any personal data related to Traffic4biz's employees, customers and agents that comes into its possession and shall indemnify Traffic4biz against any claims related to the Data Protection Acts which result from the negligence of the Customer or its employees.

11.5

The Customer and Traffic4biz shall not for a period beginning on the Campaign Commencement Date until six (6) months after the termination date directly or indirectly solicit or seek to procure (otherwise than by general advertising) the employment of any employee of the other party.

11.6

The Customer shall ensure that Traffic4biz and all persons authorised by Traffic4biz will have reasonable access to the Customer's premises and equipment to enable Traffic4biz to carry out its obligations under this Agreement, and will ensure that Traffic4biz has access to such facilities and is given such co-operation at the Customer's premises as Traffic4biz shall reasonably request.

11.7

The Customer will grant or procure all permissions, licences, waivers, registrations and approvals necessary or reasonably considered desirable by Traffic4biz to deliver, install, keep installed and maintain at the Customer's premises any Traffic4biz equipment.

11.8

The customer hereby agrees that Traffic4biz may refer to the customer, by company or trading name, and to the existence of this Agreement in any marketing or promotional materials.

12

 

CHANGE OF GENERAL TERMS AND CONDITIONS

12.1

Traffic4biz may at any time, and with immediate effect, modify the AUP;

12.2

Traffic4biz may modify the Agreement where it is required to do so, by notifying the Customer in writing and giving 30 days notice where possible. This would include where changes to the law, rules applied by Internet authorities and collaborative Internet bodies require Traffic4biz to modify its procedures, policies or services.

12.3

Traffic4biz may at any time modify the Agreement by notifying the Customer in accordance with clause 9.