Terms and Conditions

RationalSEO – Marketing Sevrices Terms

Please read these terms and conditions carefully, as they set out our and
your legal rights and obligations in relation to the marketing services we provide.

1.Definitions and interpretation

1.1                  
In the Agreement:

“Affiliate” means a company, firm or individual that Controls, is
Controlled by, or is under common Control with the relevant company, firm or
individual;

“Agreement” means the agreement between the Company and the Customer
incorporating these Web Marketing Terms and the Proposal, and any amendments to
it from time to time;

“Business Day” means any week day, other than a bank or public holiday
in England;

“Business Hours” means between 09:00 and 17:00 on a Business Day;

“Charges” means the amounts payable by the Customer to the Company under
or in relation to the Agreement (including expenses), calculated in accordance
with Clause 7;

“Company” means Rational SEO trading as RationalSEO.com
having its office at 20 Parkside Ladgate Lane Middlesbrough TS3 0BP.

“Confidential Information” means:

(a)
                 
any information supplied (whether supplied in writing, orally or otherwise) by
one party to the other party marked as “confidential”, described as “confidential”
or reasonably understood to be confidential;

“Control” means the legal power to control (directly or indirectly) the
management of an entity (and “Controlled” will be construed accordingly);

“Customer” means the customer for services under the Agreement as
specified in the Proposal;

“Effective Date” means the date when the Company commences the campaign,
following the Customer’s acceptance of the Proposal and these Web Marketing
Terms.

“Force Majeure Event” means an event, or a series of related events,
that is outside the reasonable control of the party affected (including failures
of or problems with the internet or a part of the internet, hacker attacks,
virus or other malicious software attacks or infections, power failures,
industrial disputes affecting any third party, changes to the law, disasters,
explosions, fires, floods, riots, terrorist attacks and wars);

“Rate” means the Company’s fees as specified in the Proposal and as
updated at any time after the end of the Minimum Term by the Company giving at
least 30 days written notice of the update to the Customer;

“Intellectual Property Rights” means all intellectual property rights
wherever in the world, whether registered or unregistered, including any
application or right of application for such rights (and the “intellectual
property rights” referred to above include copyright and related rights, moral
rights, database rights, confidential information, trade secrets, know-how,
business names, trade names, domain names, trade marks, service marks, passing
off rights, unfair competition rights, patents, petty patents, utility models,
semi-conductor topography rights and rights in designs);

“Minimum Term” means the period defined starting on the Effective Date;

“Personal Data” has the meaning given to it in the Data Protection Act
2018 and the General Data Protection Regulation (EU) 2016/679 of the European
Parliament and of the Council;

“Proposal” means the proposal document issued by the Company detailing
the scope of the Services and other matters relating to the Agreement;

“Services” means marketing services relating to the Website, as detailed
in Clause [3];

“Term” means the term of the Agreement;

“Website” means the website or websites specified in the Proposal; and

“Year” means a period of 365 days (or 366 days if there is a 29 February
during the relevant period) starting on the Effective Date or on any
anniversary of contract start date.

1.2                  
In the Agreement, a reference to a statute or statutory provision includes a
reference to:

(a)                  
that statute or statutory provision as modified, consolidated and/or re-enacted
from time to time; and

(b)                  
any subordinate legislation made under that statute or statutory provision.

1.3                  
The Clause headings do not affect the interpretation of the Agreement.

1.4                  
The ejusdem generis rule is not intended to be used in the interpretation of
the Agreement; it follows that a general concept or category utilised in the
Agreement will not be limited by any specific examples or instances utilised in
relation to such a concept or category.

2.Term

This agreement shall continue for the Minimum Term from the Effective
Date. It shall continue for the Minimum Term and thereafter shall automatically
renew for further durations the same length as the Minimum Term (the “Renewal
Term”) on the anniversary of the Effective Date until one party gives the other
party written notice to terminate in accordance with clause [13].

3.Services

3.1                  
From contract start date, the Company will promote the Website; and promotion
of the Website may include the provision of some or all of the following
Services:

(a)
                 
modification of the Website (including adding, deleting and/or altering text,
images, pages,  meta-tags, titles, mark-ups, style sheets, scripts,
internal and external links and Website structure);

(b)
                 
paid and unpaid submission of the Website to search engines and directories;

(c)
                 
the creation and publication of material relating to the Website on other
websites;

(d)
                 
drafting and issuing electronic press releases;

(e)
                 
link building;

(f)
                  
the arrangement of internet advertising including pay-per-click advertising,
pay-per-view advertising, banner advertising, and other forms of paid internet
advertising;

(g)                  
the implementation and/or utilisation of affiliate marketing programmes;

(h)                  
the management and operation of an email marketing programme; and/or

(i)
                  
other website promotion techniques whether known at the date of the Agreement
or discovered or disseminated thereafter.

3.2                  
At regular monthly intervals during the Term, the Company will provide the
Customer with written reports about the Services provided in relation to the
Website.

3.3                Where the
Company provides Website Hosting Services to the Customer, these will be provided
via a 3rd party hosting provider. With regards to the Website Hosting Services,
the Customer shall be solely responsible and liable for compliance with
applicable privacy and personal data protection requirements (including, but
not limited to requirements laid down by General Data Protection Regulation
(EU) 2016/679), which may be applicable to any personal information, data or
content collected through, stored or otherwise processed in relation to Website
Hosting Services via the Customer website or server. The Customer shall at all
times remain data controller of any such personal data without any liability of
whatsoever nature to the Company. The Customer acknowledges that the Company
may in certain limited cases have access to information via the Web Hosting
Services. However, in cases of such limited access The Company will not become
controller, processor, sub-processor or receiver of any such data. Without
limitations to the generality of the foregoing, if The Customer uses the
Website Hosting Services they shall be solely responsible for installation of
organizational and technical security measures sufficiently protecting personal
data stored or processed on the website or server. Consequently, The Customer
will be solely responsible for all and any data breaches, incidents and similar
violations pertaining to such data.

4.Customer Responsibilities

4.1                  
The Customer will provide to the Company:

(a)
                 
the ability to access and make changes to the Website;

(b)                  
assistance in determining appropriate keywords and keyword phrases which should
be targeted using the Services;

(c)
                 
direct access to analytical data concerning the Website, such as data
concerning referral sources, visitor activity, Website usage, conversion rates,
and similar data; and

(d)                 
all other co-operation, information and documentation reasonably required by
the Company for the provision of the Services.

4.2                
The Customer will be responsible for procuring any third party co-operation
reasonably required for the provision of the Services.

4.3                
The Customer will be responsible for obtaining suitable licences of third party
software (such as email client software) which are required for the full use of
the Services.

5.Legality

5.1                  
The Customer must not use the Website:

(a)
                 
to host, store, send, relay or process any material; or

(b)
                 
for any purpose;

which is unlawful, illegal, fraudulent, or which breaches any applicable
laws, regulations or legally binding codes, or infringes any third party
rights, or may give rise to any form of legal action against the Company or the
Customer or any third party.

5.2                
Without prejudice to the generality of Clause [10.1], the Customer warrants
that any marketing list (including any email marketing list) provided by the Customer,
or on behalf of the Customer, to the Company will have been collected and
collated in accordance with all applicable laws and regulations, and that the
use of any such list by the Company for the purposes of the Services [in
accordance with the instructions of the Customer] will not:

(a)                  
breach any applicable laws (including the Data Protection Act 2018, the Privacy
and Electronic Communications (EC Directive) Regulations 2003, and the
General Data Protection Regulation (EU) 2016/679 of the European Parliament and
of the Council);

(b)                  
infringe any third party’s legal rights; or

(c)                  
give rise to any cause of action whether against the Company, the Customer, or
any other person.]

5.3                  
Where the Company reasonably suspects that there has been a breach of the
provisions of this Clause [5], the Company may suspend any or all of the
Services and/or the Customer’s access to any or all Services while it
investigates the matter.

5.4                  
Any breach by the Customer of this Clause [5] will be deemed to be a material
breach of the Agreement.

5.5                  
The Customer hereby indemnifies and undertakes to keep indemnified the Company
against any and all liabilities, damages, losses, expenses and costs (including
legal expenses and amounts paid in settlement of any claim or legal action)
arising, directly or indirectly, out of any breach [or alleged breach] by the
Customer of this Clause [5].

6.Intellectual Property Rights

6.1                  
The Customer grants to the Company a non-exclusive licence to use the Website
to the extent required for the Company to perform its obligations and exercise
its rights under the Agreement.

6.2                  
All Intellectual Property Rights in any works arising in connection with the
performance of the Services by the Company will be the property of the Company.
 Where the Company modifies the Website in the process of providing the
Services, the Company hereby grants to the Customer a non-exclusive
royalty-free licence to use such modifications in connection with the Website.

7.Charges and payment

7.1                  
The Customer will pay to the Company the Charges in respect of the Services,
which will be equal to:

(a)                   the
monthly fee as outlined in the proposal; plus

(b)                  
any expenses incurred by the Company in providing the Services (which expenses
will be passed on at cost).

7.2                  
The Company will ensure that the Charges in respect of the Services provided in
any period do not exceed the monthly fee as outlined in the Proposal in respect
of that period.

7.3                  
Should the Customer reduce or cease its paid media budget at any time during
the Minimum Term or Renewal Term, the Charges will still apply.

7.4                  
The Company will issue invoices to the Customer in respect of Charges for the
Services monthly in advance unless outlined otherwise in the contract terms.

7.5                  
The Customer will pay the Charges to the Company within 30 days of the date of
issue of an invoice issued in accordance with Clause [7.3]. If the Customer has
an insufficient credit rating, the Customer will be placed on invoicing with
zero day terms and agrees to complete a direct debit mandate form to pay the
Charges to the Company upfront.

7.6                  
All Charges stated in or in relation to the Agreement are stated exclusive of
VAT, unless the context requires otherwise.

7.7                  
Charges must be paid by direct debit, bank transfer or by cheque (using such
payment details as are notified by the Company to the Customer from time to
time).

7.8                  
If the Customer does not pay any amount properly due to the Company under or in
connection with the Agreement, the Company may:

(a)                  
charge the Customer interest on the overdue amount at the current rate of
statutory interest (which interest will accrue daily from the due date until
the date of actual payment and be compounded quarterly); or

(b)                  
claim interest and statutory compensation from the Customer pursuant to the
Late Payment of Commercial Debts (Interest) Act 1998.

(c)                  
restrict, reduce or cease services provided to the Customer under this
Agreement until such a time as the Customer has paid the sums outstanding to
the Company.

(d)                  
should the Customer repeatedly default on the agreed credit terms in this
Agreement, the Customer agrees to pay by Direct Debit and to complete a mandate
to the Company at their request.

7.9                
The Company will:

(a)                  
collect and collate evidence of all expenses;

(b)                  
retain such records and evidence during the Term and for a period of 3 month
following the end of the Term; and

(c)                  
supply such records and evidence to the Customer within 30 Business Days
following receipt of a written request to do so.

8.Warranties

8.1                  
The Customer warrants to the Company that it has the legal right and authority
to enter into and perform its obligations under the Agreement.

8.2                  
The Company warrants to the Customer:

(a)                  
that it has the legal right and authority to enter into and perform its
obligations under the Agreement; and

(b)                  
that it will perform its obligations under the Agreement with reasonable care
and skill.

8.3                  
The Customer acknowledges that:

(a)
                 
search engine algorithms will change from time-to-time, which may affect the
Website’s rankings in the search engine results pages, and the Company has no
control over such changes;

(b)
                 
it can take many months for the Services to have any significant effects upon
the ranking of a Website in the search engine results pages;

(c)
                 
web site promotion is an ongoing task and, should the Customer terminate the
Agreement and/or stop promoting the Website, that would be likely to have a
negative impact upon the effects of the Services;

(d)
                 
the Company will not be responsible for any alterations to the Website made by
the Customer or any third party that reverse or effect changes made to the
Website by the Company as part of the Services;

(e)
                 
the promotion of the Website may lead to higher traffic levels and bandwidth
requirements for the Website, and the Customer will be responsible for
arranging and paying for such requirements; and

(f)
                  
notwithstanding the Services, the Website’s search engine results page rankings
and traffic levels may decrease as well as increase.

8.4                
The Company does not warrant that any particular results will be achieved
through the Services.  Where the Company indicates specific targets that
it will attempt to meet through the provision of the Services, such targets are
not warranted and a failure to meet such targets will not be a breach of the
Agreement.

8.5                  
All of the parties liabilities and obligations in respect of the subject matter
of the Agreement are expressly set out in the terms of the Agreement.  To
the maximum extent permitted by applicable law, no other terms concerning the
subject matter of the Agreement will be implied into the Agreement or any
related contract.

9.Limitations and exclusions of liability

9.1                  
Nothing in the Agreement will:

(a)
                 
limit or exclude the liability of a party for death or personal injury
resulting from negligence;

(b)
                 
limit or exclude the liability of a party for fraud or fraudulent
misrepresentation by that party;

(c)                  
limit any liability of a party in any way that is not permitted under
applicable law; or

(d)                  
exclude any liability of a party that may not be excluded under applicable law.

9.2                  
The limitations and exclusions of liability set out in this Clause 9 and
elsewhere in the Agreement:

(a)                  
are subject to Clause 9.1;

(b)                  
govern all liabilities arising under the Agreement or in relation to the
subject matter of the Agreement, including liabilities arising in contract, in
tort (including negligence) and for breach of statutory duty; and

(c)                  
will limit and exclude the liability of the parties under the express
indemnities set out the Agreement.

9.3                  
The Company will not be liable in respect of any loss of profits, income,
revenue, use, production or anticipated savings.

9.4                  
The Company will not be liable for any loss of business, contracts or
commercial opportunities.

9.5                  
The Company will not be liable for any loss of or damage to goodwill or
reputation.

9.6                  
The Company will not be liable in respect of any loss or corruption of any
data, database or software.

9.7                  
The Company will not be liable in respect of any special, indirect or
consequential loss or damage.

9.8                  
The Company will not be liable for any losses arising out of a Force Majeure
Event.

9.9                  
Each party’s liability in relation to any event or series of related events
will not exceed the greater of:

(a)                  
£1000.00; and

(b)                  
the total amount paid or (if greater) payable by the Customer to the Company
under the Agreement during the 12 month period immediately preceding the event
or events giving rise to the claim.

9.10                
Each party’s aggregate liability under the Agreement will not exceed the
greater of:

(a)                  
£1000.00; and

(b)                  
the total amount paid or (if greater) payable by the Customer to the Company
under the Agreement.

10.Data protection

10.1                
The Customer warrants that it has the legal right to disclose all Personal Data
that it does in fact disclose to the Company under the Agreement, and that the
processing of that Personal Data by the Company for the purposes of and in
accordance with the terms of the Agreement will not breach any applicable laws
(including the Data Protection Act 2018 and the General Data Protection
Regulation (EU) 2016/679 of the European Parliament and of the Council).

10.2
               
Where the Company provides services to the Customer as a data processor on
their behalf, it will ensure that it complies with the specific requirements
for data processors relating to the General Data Protection Regulation (EU)
2016/679 of the European Parliament and of the Council.

10.3                
The Company warrants that:

(a)                  
it will act only on instructions from the Customer in relation to the
processing of any Personal Data performed by the Company on behalf of the
Customer; and

(b)                  
it has in place appropriate security measures (both technical and
organisational) against unlawful or unauthorised processing of Personal Data
and against loss or corruption of Personal Data processed by the Company on
behalf of the Customer.

11.Confidentiality

11.1                
Each party will keep confidential the Confidential Information of the other
party, and will not disclose that Confidential Information except as expressly
permitted by this Clause 11.

11.2                
Each party will protect the confidentiality of the Confidential Information of
the other party using at least reasonable security measures.

11.3                
The Confidential Information of a party may be disclosed by the other party to
its employees and professional advisers, provided that each recipient is legally
bound to protect the confidentiality of the Confidential Information.

11.4                
These obligations of confidentiality will not apply to Confidential Information
that:

(a)                  
has been published or is known to the public (other than as a result of a
breach of the Agreement);

(b)
                 
is known to the receiving party, and can be shown by the receiving party to
have been known to it, before disclosure by the other party; or

(c)
                 
is required to be disclosed by law, or by an order (binding upon the relevant
party) of a competent governmental authority, regulatory body or stock
exchange.

12.Publicity

We reserve the right to use the company name and website address in
promotional material unless a written request for confidentiality is provided
by the customer.

13.Termination

13.1                 Either
party may terminate the Agreement by giving at least 30 days written notice to
the other party. By providing written notice to the other party during the
Minimum Term or Renewal Term either party may elect to terminate this Agreement
upon (but not before) expiry of the Minimum Term or Renewal Term. For the
avoidance of doubt, parties are entitled to give 30 days written notice to
terminate the agreement at any time within the Minimum Term or any subsequent
Renewal Term, however termination will not occur until the end of the relevant
Minimum Term or Renewal Term.

13.2                
Either party may terminate the Agreement immediately by giving written notice
to the other party if:

(a)
                 
the other party:

(i)                   
is dissolved;

(ii)                 
becomes insolvent or is declared insolvent;

(b)
                 
an administrator, administrative receiver, liquidator, receiver, trustee,
manager or similar is appointed over any of the assets of the other party;

(c)
                 
an order is made for the winding up of the other party, or the other party
passes a resolution for its winding up (other than for the purpose of a solvent
company reorganisation where the resulting entity will assume all the
obligations of the other party under the Agreement);

(d)
                 
(where that other party is an individual) that other party dies, or as a result
of illness or incapacity becomes incapable of managing his or her own affairs,
or is the subject of a bankruptcy petition or order.

13.3 The Customer may terminate before expiry of the Minimum Term or
Renewal Term, subject to it making a payment of a sum equivalent to 85% of the
fees payable for the remainder of the Minimum Term or Renewal Term. The
Customer accepts that this is a reasonable pre-estimate of the Company’s loss
in the event of termination under this clause 13.3.

14.Effects of termination

14.1                
Upon termination all the provisions of the Agreement will cease to have effect,
save that the following provisions of the Agreement will survive and continue
to have effect (in accordance with their terms or otherwise indefinitely):
Clauses 1, 5.5, 7.7, 9, 11, 14 and 15.3 to 15.12.

14.2                
Termination of the Agreement will not affect either party’s accrued rights
(including accrued rights to be paid) as at the date of termination.

14.3                If the
Agreement is terminated by the Customer under Clause 13.2 (but not in any other
case) the Customer will be released from any obligation to pay the Company in
respect of any Services which were to be performed after the date of effective
termination, and will be released from any obligation to pay such Charges to
the Company (such amount to be calculated by the Company using any reasonable
methodology).

14.4                
Save as provided in Clause 14.3, the Customer will not be entitled to any
refund of Charges on termination, and will not be released from any obligation to
pay Charges to the Company relating to the relevant Minimum Term or Renewal
Term.

15.General

15.1                
Any notice given under the Agreement must be in writing (whether or not
described as “written notice” in the Agreement) and must be delivered
personally, sent by pre-paid first class post or email, for the attention of
the relevant person, and to the relevant address or email address given in the
Proposal (or as notified by one party to the other in accordance with this
Clause).

15.2                
A notice will be deemed to have been received at the relevant time set out
below (or where such time is not within Business Hours, when Business Hours
next begin after the relevant time set out below):

(a)                  
where the notice is delivered personally, at the time of delivery;

(b)                  
where the notice is sent by post, 48 hours after posting; and

(c)                  
where the notice is sent by email, at the time of the transmission (providing
the sending party retains written evidence of the transmission).

15.3                
No breach of any provision of the Agreement will be waived except with the
express written consent of the party not in breach.

15.4                
If a Clause of the Agreement is determined by any court or other competent
authority to be unlawful and/or unenforceable, the other Clauses of the Agreement
will continue in effect.  If any unlawful and/or unenforceable Clause
would be lawful or enforceable if part of it were deleted, that part will be
deemed to be deleted, and the rest of the Clause will continue in effect
(unless that would contradict the clear intention of the parties, in which case
the entirety of the relevant Clause will be deemed to be deleted).

15.5                
Nothing in the Agreement will constitute a partnership, agency relationship or
contract of employment between the parties.

15.6                
The Agreement may not be varied except by a written document signed by or on
behalf of each of the parties.

15.7                
The Company may freely assign their rights and obligations under the Agreement
without the other party’s consent to any Affiliate of the assigning party or
any successor to all or substantial part of the business of the assigning party
from time to time.  Save as expressly provided in this Clause or elsewhere
in the Agreement, neither party may without the prior written consent of the
other party assign, transfer, charge, license or otherwise dispose of or deal
in the Agreement or any rights or obligations under the Agreement.

15.8                
The Company may subcontract any of its obligations under the Agreement to any
third party.

15.9                
Each party agrees to execute (and arrange for the execution of) any documents
and do (and arrange for the doing of) any things reasonably within that party’s
power, which are necessary to enable the parties to exercise their rights and
fulfil their obligations under the Agreement.

15.10              
The Agreement is made for the benefit of the parties, and is not intended to
benefit any third party or be enforceable by any third party.  The rights
of the parties to terminate, rescind, or agree any amendment, waiver, variation
or settlement under or relating to the Agreement are not subject to the consent
of any third party.

15.11              
Subject to Clause 9.1:

(a)
                 
the Agreement will constitute the entire agreement between the parties in
relation to the subject matter of the Agreement, and supersedes all previous
agreements, arrangements and understandings between the parties in respect of
that subject matter;

(b)
                 
neither party will have any remedy in respect of any misrepresentation (whether
written or oral) made to it upon which it relied in entering into the
Agreement; and

(c)
                 
neither party will have any liability other than pursuant to the express terms
of the Agreement.

15.12              
The Agreement will be governed by and construed in accordance with the laws of
England and Wales; and the courts of England will have exclusive jurisdiction
to adjudicate any dispute arising under or in connection with the Agreement.