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Terms And Conditions | David Sammon

Terms And Conditions

These pages tell you the Terms and Conditions on which we supply any of the SEO services, listed privately,through forums and our website at davidsammon.com, to you. Please read these Terms and Conditions carefully before ordering any Services from us. You should understand that by ordering any of our Services, you agree to be bound by these Terms and Conditions. You should print a copy of these Terms and Conditions for future reference.

1. Interpretation And Definitions

1.1 In this agreement the following terms shall have the respective meanings assigned to them:
“Agreement” means these Terms and Conditions, the Payment and the Order Details. In
the event of any conflict between the terms of this Agreement, the details of the Order shall
prevail, except for payment terms where the Payment Schedule shall prevail.
“The Customer” means the company its employees, agents, representatives and sub contractors, to whom
the Service is provided as set out on the Order.
“Commencement Date” means the date of commencement of the Services as set out on the Order.
“Fees” means the amounts payable by the Customer for the Services provided by davidsammon.com as set
out in the Order.
“Force Majeure” means any act, event, omission or accident beyond reasonable control including but
not limited to Acts of God, fire, lightening, 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;
“Initial Term” unless otherwise stated on the Order Form [one] year from the Commencement Date
“Order Form” means the customers agreed schedule for the provision of Services forming part of these
“Payment Schedule” means the agreed schedule of payments that the customer shall make to davidsammon.com for the Services forming part of these Terms and Conditions;
“The Service” means the services to be provided by davidsammon.com as specified in the order details and
further described on our website, davidsammon.com
1.2 The headings do not affect the interpretation of the Agreement.
1.3 Any reference to a party’s employees includes its agents and sub-contractors.

2. Application Of The Terms

2.1 These Terms and Conditions shall apply to and be incorporated in the Agreement.
2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Agreement shall be binding on Us unless in writing and signed by a duly authorised representative of davidsammon.com
2.3 If the Customer wishes to vary any part of the Agreement, the request shall be sent in writing to
davidsammon.com. Davidsammon.com shall respond to the Customer within 5 days as to whether it is
prepared to agree to the change and, if so, details of the cost of the change, any effect on any other part of
the Agreement including any change in timescales. The Customer may accept such proposal within such
time as davidsammon.com may specify or, if none, within 7 days, failing which it shall be deemed rejected.
Pending acceptance or rejection davidsammon.com may continue to perform the Agreement without
reference to the request.

3. Contractual Terms

3.1 Any quotation is valid for a period of 7 days only, and davidsammon.com may withdraw it at any time by
notice to the Customer. Any quotation is given on the basis that no contract shall come into existence until
we dispatch an acknowledgement of order in accordance with clause 3.3.
3.2 Each order or acceptance of a quotation for Services by the Customer shall be deemed to be an offer
by the Customer subject to these conditions. The Customer shall ensure that its order is complete and
3.3 No order for Services placed by the Customer shall be deemed to be accepted by us until a written
acknowledgement (including email) is issued by us, or, if earlier, when davidsammon.com begins to provide
the Services to the Customer.
3.4 No agreement may be cancelled by the Customer, except with the agreement in writing and provided that the Customer indemnifies davidsammon.com in full against all loss (including loss of
profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred
by davidsammon.com as a result of the cancellation.
3.5 Davidsammon.com’s employees are not authorized to make any contractually binding representations
concerning the Services. In entering into the Agreement, the Customer acknowledges that it does not rely
on, and waives any claim for breach of, any such representations which have not been confirmed in writing
by an authorised officer of davidsammon.com.

4. Customer’s Obligations

4.1 The Customer will provide davidsammon.com with reasonable direct and remote access to its
website, and shall provide such other reasonable assistance as davidsammon.com may request,
including, but not limited to, providing source code and other statistical, diagnostic information and
other relevant information required to enable davidsammon.com to comply with its obligations under
this Agreement.
4.2 The Customer shall comply with directions and advice from davidsammon.com within a reasonable
4.3 The Customer shall not interfere or disrupt the Service.

5. Implementation Of Service

5.1. In consideration of the payment by the Customer of the Fees in accordance with clause 11
davidsammon.com shall provide the Services during the continuance of this Agreement.
5.2. Davidsammon.com shall be permitted to subcontract or outsource any of the Services or obligations under this Agreement.
5.3. Davidsammon.com will use reasonable efforts to provide Customers with the Services in accordance
with the estimated timeline set out in the Order.
5.4. Where the Service being provided requires, Davidsammon.com will liaise with the relevant web agency,
hosting company or other third party in order to provide the Services . Davidsammon.com shall not be liable
for any act or omission by the relevant web agency, hosting company or other third party, if such act or
omission results in davidsammon.com breaching its obligations under this Agreement.
5.5. Davidsammon.com will not make changes to or update a Customer’s website prior to written or verbal
consent from the Customer, stating that davidsammon.com has the right to make the agreed changes and
the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.

6. Top Ten Google Guarantee

6.1 This clause shall only apply if the Top Ten Google Guarantee (TTGG) service is specified and there are no Fee payments outstanding.
6.2 Davidsammon.com may refund or provide services in lieu for [the amount determined by the Directors of
davidsammon.com OR amount specified on the order OR 50% of the Fees] if:

I. The Customer’s website is not listed on the first page of non sponsored listings in a Google’s search for
the keywords agreed in the Order (“Keywords”), within 6 months from the completion of the agreed
link building campaign to fulfill this guarantee.
II. Google does not change their search engine algorithms within the 6 month period.
III. The Customer has not and is not in breach of any term or condition of this Agreement.
IV. The Customer has not removed any of the Services, changed Keywords, changed
domains, interfered with the link building or not complied with the request and advice of
V. The Customer has not acted in a way that the Director’s of davidsammon.com consider, at their sole
discretion, is detrimental to achieving the first page listing.
VI. The Customer has not interfered with or impaired the Service.
VII. The Customer’s website has been available for more than 99% of the 6 month period.
VIII. The Customer has not breached any national or international law.
IX. There are no other factors outside of the control of davidsammon.com that have prevented or inhibited its
ability to provide the TTGG service.

6.3 The Guarantee will be deemed fulfilled by davidsammon.com when a minimum of one Keyword
agreed in the campaign reaches a minimum of position 10 in the non sponsored listings for
6.4 This Guarantee applies to Google searches and no other search engines.

7. Link Building

7.1 Davidsammon.com Shall provide the link building services.
7.2 The number of links stated in the order is the number of links that davidsammon.com will provide
for each agreed campaign. The number is correct at the point at which the report is generated and quality
controlled, whereupon it will be discussed with the customer.
7.3 Davidsammon.com offers no guarantee for the length of time each link will remain live after the point
at which it has been confirmed and reported on the Customer link report.

8. Themed Links – 12 Month Link Lifespan Guarantee

8.1 Guarantee applies to live contract clients only, this means clients that are still in a contract with
davidsammon.com and continue to work with davidsammon.com.

9. Exclusions From Services

9.1 Davidsammon.com shall be under no obligation to provide Services in respect of:
I. problems resulting from any modifications or customization of the domain.
II. links that are removed by third parties.
III. any domains other than those specified on the order.
9.2 The Services do not include:
I. the cost of any third party software upgrades or web development which davidsammon.com
advises are required.
II. any website, hosting or other technical support.

10. Warranty

Davidsammon.com warrants to the Customer that all Services supplied under this Agreement will be
carried out with reasonable care and skill by personnel whose qualifications and experience will be
appropriate for the tasks to which they are allocated.

11. Contract Term

The Services shall commence on the Commencement Date and shall remain in force from year to year
thereafter, unless and until terminated by either party giving 1 months notice expiring at any time after
the end of the Initial Term or otherwise in accordance with any other clause of this Contract.

12. Payment

12.1 The Customer shall pay the Fees without set-off, deduction or delay, monthly in advance in the manner
specified in the Payment Schedule. All prices are exclusive of VAT and any other relevant taxes. No Services
shall be provided until payment has been received by davidsammon.com. Davidsammon.com shall be entitled
at any time, and from time to time, to increase the Fees to accord with any change in davidsammon.com’s
standard scale of charges by giving to the Customer not less than [90] days’ prior written notice.
12.2 If davidsammon.com provides any services not included within the Services at the request of the
Customer then davidsammon.com shall charge for the same at its then current price and the Customer shall
pay any invoice raised in respect of the same within 30 days.
12.3 Time for payment of davidsammon.com’s invoices shall be of the essence of the Agreement.
12:4 Deposits for future SEO are held for 90 days.
12.5 If the Customer fails to make payment in full on the due date, the whole of the balance of the Fees
then outstanding shall become immediately due and payable and, without prejudice to any other right or
remedy available to davidsammon.com, davidsammon.com may:

I. appropriate any payment made by the Customer to any outstanding sum;
II. charge interest on the amount outstanding from the due date to the date of receipt by davidsammon.com
(whether or not after judgment), at the annual rate of 4% above the then current base lending rate of
Barclays Bank plc, accruing daily and compounded quarterly; and
III. suspend all further delivery of Services until payment has been received in full.

12.5 The Fees are not refundable, except where otherwise stated herein.
12.6 Cheques and direct debits returned unpaid by the Customer’s bank and credit card payments returned
unpaid will incur an administration charge which under all circumstances shall be paid by the Customer.

13. Termination Or Suspension Of Service

13.1 Davidsammon.com may, at its sole discretion, suspend the Services or terminate this Agreement if the

I. fails to pay any sum due under this Agreement and such sum remains unpaid for 14 days after written
notice from davidsammon.com that such sum has not been paid.
II. ceases 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.
III. fails to fulfil any of its obligations under any part of this or any other agreement that it has with davidsammon.com.
IV. interferes with or impairs the Service, or davidsammon.com’s ability to deliver the Services.

13.2 Termination of the Agreement, however arising, shall not affect or prejudice the accrued rights of
the parties as at termination or the continuation of any provision expressly stated to survive or implicitly
surviving termination.

14. Dispute Resolution Procedure

14.1 If any dispute arises in connection with this agreement, directors or other senior representatives of the
parties with authority to settle the dispute will, within 7 days of a written request from one party to the other,
meet promptly in good faith to resolve the dispute.
14.2 If the dispute is not resolved in accordance with condition 13.1, the dispute shall be referred to
mediation and the mediator shall be appointed.
14.3 If no mediation takes place within 28 days of a request under condition 13.2 then the matter shall
be referred to an expert, to be appointed, in default of agreement, on the request of either party. He or she shall act as an independent expert and not as an arbitrator and his or her decision (including as to costs) shall, except in the case of manifest error, be final
and binding upon davidsammon.com and the Customer.

15. Data Protection Act

15.1 If any Personal Data (as defined by the Data Protection Act 1998) is passed to davidsammon.com under
this Agreement then the parties agree that the Customer is the Data Controller and that davidsammon.com
is the Data Processor.
15.2 The Customer warrants that it complies with the Data Protection Act 1998
15.3 Davidsammon.com shall:

I. process the Personal Data only in accordance with instructions from Customer.
II. process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the
Services or as is required by Law or any Regulatory Body.
III. implement appropriate technical and organizational measures to protect the Personal Data against
unauthorized or unlawful processing or loss, destruction, damage, alteration or disclosure.
IV. take reasonable steps to ensure the reliability and confidentiality of any of davidsammon.com’s personnel who
have access to the Personal Data.

16. Limitation Of Liability

16.1 The following provisions set out the entire liability of davidsammon.com (including any liability for the
acts or omissions of its employees) to the Customer in respect of any breach of the Agreement and any
representation, statement,act or omission (including negligence) arising out of or in connection
with the Agreement.
16.2 All warranties, conditions and other terms implied by statute or common law are excluded from the
Contract to the fullest extent permitted by law.
16.3 Nothing in these conditions excludes or limits the liability of davidsammon.com for death or personal
injury caused by davidsammon.com’s negligence or fraud or fraudulent misrepresentation.
Subject to:

I. Davidsammon.com shall not be liable for any loss of profits, loss of business, depletion of goodwill or
similar losses or for any special, indirect or consequential loss, costs, damages, charges or expenses
howsoever arising.
II. Davidsammon.com’s total liability in contract, tort (including negligence or breach of statutory duty),
misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated
performance of the Agreement shall be limited to 100% of the total fees received by davidsammon.com in
the calendar year in which the incident occurs.

16.4 The provisions of this Clause 15 shall continue to apply notwithstanding the termination or expiry of this
16.5 Davidsammon.com will not be liable for any links being removed by a third party.

17. Confidentiality

17.1 Save as provided in this Agreement each party shall keep in strict confidence all technical or
commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature
and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential
material to such of its employees as need to know the same for the purpose of discharging its obligations
under the Agreement and shall ensure that such employees are subject to corresponding obligations of
17.2 All materials, drawings, specifications and data supplied by davidsammon.com to the Customer shall at
all times be and remain the exclusive property of davidsammon.com, but shall be held by the Customer in
safe custody at its own risk until returned to davidsammon.com, and shall not be disposed of or used other
than in accordance with davidsammon.com’s written instructions or authorization.
17.3 This condition shall survive termination of the Agreement, however caused.

18. Non-Solicitation

18.1 Neither party shall, during the continuance of the Agreement, or within 6 months of its termination,
whether on behalf of itself or a third party, solicit or seek to entice away any employee of the other. In the
event of breach of this clause the party in default shall pay the other a sum equal to six months gross pay of
the employee concerned being a pre-estimate of the cost of recruitment and training a replacement.

19. Force Majeure

19.1 Davidsammon.com shall not be liable to the Customer for any breach of its obligations under this Agreement if such breach is due to or substantially contributed to a Force Majure event.
19.2 If a Force Majeure event occurs, Davidsammon.com shall inform the Customer as soon as possible
and take all reasonable steps to mitigate the effects of the Force Majeure event and resume performance.

20. Promotional Materials

20.1 The Customer hereby agrees that davidsammon.com may refer to the Customer, by company or trading
name, and to the existence of this Agreement in any marketing or promotional materials.
20.2 To allow davidsammon.com to refer to the names above the Customer grants davidsammon.com a
royalty free license to use the Customers company name, trade name and logo as required.

21. Waiver

A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the
waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for
which it is given.

22. Entire Agreement

22.1 This Agreement constitutes the whole agreement between the parties and supersedes all previous
agreements between the parties relating to its subject matter.
22.2 Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have
no right or remedy (other than for breach of contract) in respect of, any statement, representation,
assurance or warranty (whether made negligently or innocently) other than as expressly set out in this
22.3 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.

23. Assignment

23.1 The Customer shall not, without the prior written consent of davidsammon.com, assign, transfer, charge,
sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
23.2 Davidsammon.com may at any time assign, transfer, charge, sub-contract or deal in any other manner
with all or any of its rights or obligations under the Agreement.

24. Third Party Rights

The Agreement is made for the benefit of the parties to it and (where applicable) their successors and
permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

25. Notices

25.1 Any notice required to be given pursuant to this Agreement shall be in writing and shall be delivered by email http://david.sammon.com/contact or, in each case, such other address as may be
notified by one party to the other.
25.2 A notice delivered by email is deemed to have been received when delivered (or, if delivery is not in
business hours, 9.00 am on the first business day following delivery). An e-mail shall be deemed to have been
delivered within 24 hours form the time of being sent, provided that no “non-deliverable” notice is received
by the sender.

26. Governing Law And Jurisdiction

The Agreement and any disputes or claims arising out of or in connection with its subject matter are
governed by and construed in accordance with the law of the United States and shall have exclusive jurisdiction.

27. Partners

27.1. Partners or Agents do not represent, are not authorized to sign anything on behalf of or agreed terms
on behalf of, contract for or agree either verbally or in writing any for davidsammon.com.
27.2 If a Customer is refunded in part or in full fees paid for products and services from davidsammon.com
then any commissions paid due to that contract will be clawed back from the partner or agent without

28. Changes To This Agreement

28.1. Davidsammon.com may modify this 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 other authorities which require davidsammon.com to modify its procedures, policies or services.
28.2. Davidsammon.com may at any time modify this Agreement for new customers by publishing a new
agreement on its website.