The terms set out in this agreement (“Contract”) and these terms and conditions (together the “Terms”) constitute the only terms and conditions under which Code Creative Ltd (“the Company”) enters into an agreement with the Client. No employee or agent of the Company is authorised to agree to or effect any alterations to the Terms.

1.  CONFIDENTIALITY:

The Client and the Company may disclose confidential information one to the other to facilitate work under this Agreement. Such information shall be so identified in writing at the time of its transmittal and shall be safeguarded and not disclosed to third parties by the receiving party. Confidential information shall not include information that:

1. is already known to the party to which it is disclosed;
2. is or becomes part of the public domain without breach of this Agreement;
3. is obtained from third parties, which have no obligations to keep confidential to the parties to this

2.  DESCRIPTION OF WORK:

The Company agree to carry out the following Services that will continually adapt to meet the needs of the SEO industry as these evolve.

Strategy

• Keyword research, strategy, and planning
• SEO competitor analysis and ongoing monitoring

Onsite SEO

• Technical SEO (scripts, code, etc.)
• Website landing page, content, and keyword usage optimization
• Website performance analysis

Offsite SEO

• Website and backlink profile analysis, strategy, and planning
• Backlink building

Reporting

• Google Analytics
• Search engine rankings

Management

• Monitoring and identifying opportunities to improve results
• Contact third party properties (such as blogs, directory websites, and social platforms) to act as a known employee on your behalf and on behalf of your brand.

We reserve the right to adjust from time to time the sub-tasks and methods of each deliverable listed in the best interests of your business. The Client understands that search engines are independent companies that rank sites using their own criteria and accepts that the Company does not and cannot guarantee that The Client website ranking will be improved in any search engine listing.

3. PAYMENT TERMS

The payment schedule will begin immediately on the approved date below. An invoice will be issued at the start of the project to cover the initial setup charge. The client will then pay the Company a monthly fee and this monthly fee will commence from the date of this agreement. If all invoices have not been settled according to the payment schedule set in this agreement the Company will consider the account to be in default.

4. DEFAULT

In the event of the Client failing to make a payment the Company is entitled to take any or all of the following remedies in any order it sees fit: a) Require the immediate payment of total outstanding balance due plus costs of collection; b) Cease working on behalf of the Client until all overdue sums are paid.

5.  COPYRIGHT NOTICE

Copyright is in the Company name. Upon completion of Work, the copyright will be released to the Client in full and any third party work may be added if needed without the consent of the Company. The Client shall indemnify the Company against all claims in respect of any alleged infringement of copyright trademark or design or in any respect of any passing off or slander or title arising in consequence to the exhibition of the website in pursuance of this agreement.

6.  LIABILITY

1. a) the Company shall not be liable to the Client for any loss or damage (including but not limited to loss of data, loss of profits or sales, website downtime, loss of business or staff or management time incurred, hacking) caused or arising directly or indirectly out of the Company’s services provided under this agreement (except to the extent to which it is unlawful to exclude such liability under English law). b) Notwithstanding the generality of (a) above the Company expressly excludes liability for any indirect, special, consequential or incidental loss or damage which may arise in respect of the services to be provided under this agreement.
2. c) In the event that any exclusion contained in this agreement shall be held to be invalid for any reason and the Company becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the total amount paid by the Client during the preceding Initial Period or Renewal Period, as the case may be. d) the Company does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of the Company, its employees, agents, or authorised representatives.
3. e) you agree that we cannot be held liable for any results outside of our control, such as the quality of leads or sales made by your team. You acknowledge that we have no control over changes to search engine policies or algorithms. f) you understand and accept that at any time the third party search engines and platforms in their sole discretion may affect how your website content, pages, and domain are viewed and displayed and thereby, your website may lose rankings or be excluded from search results at the sole discretion of the search engines. You agree to not hold us liable for any such negative impact to your rankings. We assume no responsibility for the actions and algorithms of these search engines and platforms.

Provided that we upheld our obligations hereunder, you agree that no refunds or discounts will be given for any negative impact on the part of any search engine. While we will provide professional advice in relation to the Services on a continual basis, you certify that we have not given nor implied any guarantees regarding your website rankings in search engines due to these beyond our scope and control.

Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party.

Such causes include, but are not limited to: power failure, internet service provider failure, strike, lockout, civil unrest, acts of malicious computer programs and code (including but not limited to viruses, Trojan horses, worms, malicious macros, and scripts), shortages, accidents, casualties, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action, epidemics or any other event beyond the control of the Party in question.

7.  DOMAIN NAMES

the Company may purchase domain names on behalf of the Client, in which case they will then be renewed on an annual basis and the Client will be invoiced by the Company. In all cases, the Client must notify the Company if they wish to keep the domain twenty days before the expiration date. The loss, cancellation or otherwise of the domain brought about by a failure to notify the Company they wish to keep the domain or a none or late payment to do so is not the responsibility of the Company. The Client should keep a record of the due dates for payment to ensure that payment is received in good time. In all cases, the Client must notify the

otherwise of the domain brought about by a failure to notify the Company they wish to keep the domain or a none or late payment to do so is not the responsibility of the Company. The Client should keep a record of the due dates for payment to ensure that payment is received in good time.

8. GENERAL

These Terms and Conditions supersede all previous representations, understandings or agreements. The Client's signature below or payment of an advance fee constitutes agreement to and acceptance of these Terms and Conditions.

9. THIRD PARTY SERVICES

the Company may require the usage of third party services - for example, Google Maps API - to complete the Client’s project requirements and will ensure these services are integrated into the project and working correctly upon completion. The Company cannot be held responsible for subsequent changes or issues with these third party services that may result in issues on the Client’s Project and may require a one-off development charge before resolving any problems that may arise.

10.  GOVERNING LAW

This agreement and the Terms shall be governed by and subject to the laws of England and Wales and all disputes which may arise out of or in connection with this agreement or the Terms shall be subject to the exclusive jurisdiction of the courts of England. A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (“the Act”) to enforce any term of this agreement or the Terms but this provision does not affect any right or remedy of any third party which exists or is available apart from under the Act.

11.  TERMINATION

This agreement shall commence on the approve date detailed below and shall continue for an initial period of six months (“initial period”) at which point this agreement shall remain in full force and effect, renewing on periods of one month (each one period being a “renewal period”). Either the Client or the Company may terminate this agreement on the last day of the initial period or the end of any renewal period by giving the other party no less than one months’ notice of termination to do so. Notice will be taken from the first day of the following month unless given on the first day of the current month. The client cannot terminate this agreement until all payments due to the Company have been paid in full. Notice to the Company from the Client will only be binding valid or effective when sent by recorded delivery to the companies registered address or via email where the Company has replied to acknowledge reciept. The client and the Company are independent parties and nothing in this Agreement shall constitute either party as the employer, principal or partner of or joint venture with the other party. Neither the Client nor the Company has any authority to assume or create any obligation or liability, either expenses or implied, on behalf of the other. The Company reserves the right to terminate the service at any time with immediate effect. The invalidity or unenforceability of any provision of this agreement shall not affect or impair the validity of any other provision. No waiver of any rights the Company has under this agreement shall be deemed from any failure by the Company to enforce any part of this agreement. If you require a refund you can have one processed within 7 days of your initial payment excluding a service where development time has been committed. If you cancel your order your payment will be returned.

SEO Campaign Instruction

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Approved on : 2nd June 2023

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Signed On: 22nd April 2023

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