1. Services

1.1 Browser Media Limited (“Agency”) agrees to provide the client (“Client”) with the online marketing consultation services set out in this proposal (“Services”).

1.2 The proposal and these terms and conditions together constitute the entire agreement and understanding between the parties and supersedes all prior oral or written understandings, arrangements, representations or agreements between them relating to the subject matter of this agreement (the “Agreement”).

1.3 The Client acknowledges and accepts that Search Engines may, at any time, change their ranking algorithm, exclude sites from their listings, or change their policies, and that there is considerable competition for certain keywords. Due to this it is impossible to guarantee a specific search engine ranking.

2. Term

The term of this Agreement shall commence upon the earlier of: (i) the date of signature by the Client; or (ii) commencement by the Agency of any work required in order to deliver the Services (“Commencement Date”).  Subject to earlier termination in accordance with the terms of this Agreement, the term of this Agreement shall continue until expiry of all the Client’s payment obligations under this Agreement.

3. Payment

3.1 In consideration of the performance of the Services by the Agency, the Client agrees to pay the mutually agreed sum set out in the fees schedule.

3.2 If, in order properly to perform the Services, the Agency exceeds the maximum number of billable days set out in the proposal or if the Agency is required by the Client to provide any additional services which are not specified in the proposal, then the Agency will bill the Client for such services pro-rata at the daily rate set out in the fees schedule, or, where no such rate is set out, at the daily rate charged by the Agency from time to time. Any such additional charges will be agreed in advance.

3.3 All invoices rendered by the Agency are payable within thirty (30) days from the date of invoice. The Client agrees to pay the Agency in full within this period.

3.4 If the Agency does not receive payment of any sum due to it pursuant to this Agreement within the time specified: (i) interest shall accrue on the sum due at the rate equivalent to three per cent (3%) over the then current base rate of the Bank of England as adjusted from time to time; and (ii) the Agency shall have the right to suspend performance of the Services until full payment of all sums due to it is received.

3.5 The Agency shall be entitled to provide the Services remotely from its own premises and will not be required to attend the Client’s premises.  If the Agency is required to attend the Client’s premises for any reason pursuant to this Agreement, above and beyond initial pitch meetings and subsequent review meetings, the Client will reimburse the Agency for reasonable expenses incurred by the Agency in doing so, including, but not limited to, travel expenses which will be charged at 40p per mile or the standard second class train fare.

4. Termination

4.1 Either party may terminate this Agreement by giving sixty (60) days prior written notice to the other party subject to an initial period of no less than 90 days from the Commencement Date.

4.2 The Agency may terminate this Agreement immediately by notice in writing to the Client if the Client shall have a receiver or administrative receiver appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Client shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business.

4.3 In the event of termination under clause 4.1, the Agency will complete any work authorised up to the point of termination, but will not accept any further work. In the event of termination under clause 4.2, the Agency shall not be obliged to carry out any further work from the date of termination. In the event of termination, all moneys unpaid by the Client pursuant to this Agreement will immediately become due and payable.

5. Agency Responsibilities and Warranties

5.1 The Agency will not be liable to the Client or to any third party for any direct, indirect or consequential losses resulting from the non-performance or delay in the performance of its obligations under this Agreement, if events or conditions beyond its reasonable control cause the non-performance or delay and the Agency gives the Client notice thereof. In no event will this provision affect the Client’s obligation to make payments to the Agency under this Agreement except in respect of Services that are unable to be performed by the Agency, until they can be performed.

6. Confidentiality

The Agency will not disclose to any third party, or use other than for the purposes of this Agreement, any knowledge or information imparted to or obtained by it during or in connection with the fulfillment of this Agreement which is of a secret or confidential nature relating to the business, equipment, processes relating to the equipment, the products, services, process or business strategies offered or employed by the Client.  This obligation of confidence will cease to apply in relation to information that the Agency is required to disclose by any law, or which becomes part of the public domain other than as the result of a breach by the Agency of its obligations of confidence under this Agreement.

7. Data Privacy

The Agency is committed to the highest standards of information security, privacy and transparency. Data will be protected and managed in accordance with GDPR. The Agency typically acts as a data processor, where the Client is the data controller.  As a data processor, the Agency may have access to personal data relating to the Client’s customers. In most circumstances, this data will be anonymous data from cloud-based analytics platforms and no personal data will be stored by the Agency. The Agency is committed to: (i) processing all personal data fairly and lawfully; (ii) only processing personal data for specified and lawful purposes; (iii) not keeping personal data for longer than is necessary; (iv) keeping all personal data secure.

8. Non-solicitation

The Client undertakes to the Agency that it will not for a period of twelve months from the termination of this Agreement solicit or entice away or endeavor to entice away from the Agency any employee of the Agency. The Client acknowledges that the prohibitions and restrictions contained in this clause are reasonable in the circumstances and necessary to protect the business of the Agency.

9. Non-Exclusive Agreement

The Client acknowledges that the Agency is providing Services to the Client on a non-exclusive basis and that the Agency may provide services of the same or a similar nature as the Services to any other party, including parties who may directly compete with the Client.

10. Limitation of Liability

10.1 The Agency shall not be liable to the Client for any of the following types of loss, damage, cost or expense arising in relation to this Agreement (whether in contract, tort, negligence, breach of statutory duty or otherwise): (i) any loss of profits, business, contracts, anticipated savings, goodwill, or revenue; (ii) any loss or corruption of data; or (iii) any indirect or consequential loss or damage whatsoever, even if the Agency was advised in advance of the possibility of such loss or damage.

10.2 Subject to clause 10.1, the Agency’s total liability in contract, tort (including, without limitation, negligence) or otherwise to the Client under or in connection with this Agreement and the services to be provided under it shall be limited to a sum equivalent to the amount of the Retainer as set out in the fee schedule under the terms of this Agreement.

10.3 Nothing in this Agreement shall limit the Agency’s liability for death or personal injury caused by its negligence.

11. Assignment

Neither party shall assign the benefit and/or burden of this Agreement, nor sub-contract any of its obligations hereunder without the prior written consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned.

12. Severance of Terms

If the whole or any part of this Agreement is or becomes or is declared illegal, invalid or unenforceable in any jurisdiction for any reason: (i) in the case of the illegality, invalidity or unenforceability of the whole of this Agreement, it shall terminate only in relation to the jurisdiction in question; or (ii) in the case of the illegality, invalidity or un-enforceability of part of this Agreement that part shall be severed from this Agreement in the jurisdiction in question and the remaining parts of this Agreement shall continue in full force and effect.

13. Third Party Rights

A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term or condition of this Agreement but this does not affect any right or remedy which exists or is available apart from that Act.

14. Interpretation

14.1 This Agreement shall be governed by the laws of England and Wales.

14.2 The parties hereby submit to the exclusive jurisdiction of the English Courts.