THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
Account: an account for accessing and using Compliance Resource internet based account facility currently accessed via the log-in functions at www.ComplianceResource.co.uk or any such other successor or replacement by which customers that have registered to use the facility may manage their account and orders.
Advertisement Order: a document, webpage or electronic communication which you complete and submit to Compliance Resource, under which you offer to purchase or subscribe to one or more Services from Compliance Resource or to modify, extend or renew any existing Service.
Advertisement: an advertisement for publication on www.ComplianceResource.co.uk or other communications channel pursuant to an Agreement with Compliance Resource for provision of Services in a form agreed in writing between the parties.
Agreement:the agreement between the Parties as set out in the Confirmation of Order and inclusive of these Conditions and applicable Service Rules.
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. From 9:00 am to 5:00 pm on each Business Day.
Change: any change to the Services, including a change to the Advertisement content and/or positioning on the Website.
Charges: the charges payable by the Customer for the supply of the Services as set out in the Order Form, payable for each month of the Term or Pay for on a Performance basis.
Claims:means any claim including demands, threatened or filed proceedings, fines, awards, penalties howsoever arising including any liability, damages, or cause of action.
Commencement Date: the date of the Order Form.
Contract: the contract between Compliance Resource and the Customer for the supply of Services in accordance with these Conditions.
Costs:any cost, expense or disbursement.
Credit Agreement: a credit agreement regulated by theConsumer Credit Act 1974, which to the extent entered into between you and Compliance Resource provides a running account credit facility to finance your purchase of Services.
Customer: the person, firm or company who purchases Services from Compliance Resource.
Customer Materials or content: any creation of intellect and includes content, code, text, layout, graphics, logos, design, shading, colouration, images, audio, animation, video, links, other text documents and information provided by the Customer to Compliance Resource for incorporation within the content of the Advertisement or otherwise for use by Compliance Resource in connection with the supply of the Services.
Data Protection Legislation: the UK Data Protection Legislation and the GDPR and any other directly applicable European Union regulation relating to privacy.
Deliverables: the deliverables set out in the Order produced by Compliance Resource for the Customer.
Direct Debit: a payment arrangement involving automated bank transfers on agreed dates from your nominated bank account to Compliance Resource nominated bank account.
Effective Date: the date of the Confirmation of Order.
Fair Usage:Compliance Resource will make amendments such as wording changes and graphics adjustments at your request however limited such that Compliance Resource may refuse to make further amendments where the extent or frequency of amendments is deemed by Compliance Resource in Compliance Resource sole discretion to be excessive or may detrimentally affect other customers and Compliance Resource shall have the right to terminate or suspend your Service immediately upon written notice if Compliance Resource are unable to reach a compromise with you in respect of refused amendments.
Fixed Fee: payment of a single agreed amount whether payable in full or in parts.
Fixed Term: a term of finite duration specified on an Advertisement Order for a Service either as a specified period or the period between an identifiable beginning and end date.
Force Majeure Event: any circumstances or causes beyond a Party’s reasonable control for whom the affected Party is not responsible.
Free Listing: an unpaid single line entry including your business name, address and telephone number in the database of businesses and advertisements which may be published.
Free Service: a Service provided without or with zero Charges.
GDPR: General Data Protection Regulation ((EU) 2016/679).
Impressions: the number of times your Advertisement is presented to your target audience.
Initial Period: any initial minimum term specified on an Advertisement Order for a Service.
Intellectual Property Rights: patents, utility models, rights to inventions, moral rights, copyright and related rights, trademarks and service marks, business names and domain names, rights in trade dress and get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Interest Rate: the official bank rate published by the Bank of England as at the first day of the current month.
Monthly Rolling: a term for a Service that subject to any minimum Initial Period continues indefinitely on a month to month basis until terminated in accordance with the Agreement.
Order: The Customer’s order for Services as set out.
OrderForm: the Customer’s signed and dated order form for the supply of Services.
Review Period: the number of Business Days you shall have to give Compliance Resource any feedback on a development version of an Advertisement as specified in the applicable Service Rules, or if none is specified then 5 Business Days.
Renewal Period: 12 months for a Fixed Term and 1 month for a Monthly Rolling term.
SEO: search engine optimisation, being implementation or recommendation of strategies intended to increase the amount of visitors to a website by improving the ranking on search results pages of a search engine including Google, Bing or Yahoo.
Services: the services, including the Deliverables, supplied by Compliance Resource to the Customer as set out in the order form, including Advertisements.
Service Tiers: distinguishable levels of service commitment and delivery associated with different Charge levels for a Service.
Specification: the description or specification of the Services provided [in writing] by Compliance Resource to the Customer including the listing of the Advertisement on the Website and related online advertising services.
Terms: these terms and conditions as amended from time to time.
Trial Service: where Compliance Resource provide you any Service on a trial basis.
Website: the website located at the domain name www.ComplianceResource.co.uk.
UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
User Generated Content: Content created, transmitted via or otherwise communicated by non-administrative users of a website, and includes to forum posts, comments, content, reviews, testimonials, public or private messages that may be submitted to or on a website.
These Advertising Terms and Conditions (“Conditions”) are entered into between:
You can give notice by contacting Compliance Resource customer services team by emailing us.
1.2.1 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.2.2 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.2.3 A reference to writing or written includes fax and email.
1.2.4 A person includes a natural person, companies, partnerships, associations, governments, organisations, states, agencies, foundations and trusts (whether or not having separate legal personality);
1.2.5 A reference to a party includes its personal representatives, successors, permitted assigns or transferees (if any);
- BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.
2.2 A binding contract comprising the Order Form and these Terms shall come into existence upon the Commencement Date (“Contract”) and shall remain in effect for the period specified in the Order Form (“Contract Period”) unless terminated in accordance with these Terms. In the event of any inconsistency between the Order Form and these Terms, the Order Form shall prevail.
2.3 Any samples, drawings, descriptive matter or advertising issued by Compliance Resource, and any descriptions or illustrations contained in Compliance Resource catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation Compliance Resource give shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
- SUPPLY OF SERVICES
3.1Compliance Resource shall supply the Services to the Customer in accordance with the order form in all material respects.
3.2Compliance Resource shall use all reasonable endeavours to meet any performance dates specified in the order form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 Compliance Resource reserve the right to amend the services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Compliance Resource shall notify the Customer in any such event.
3.4 Services will be provided using reasonable care and skill.
- CUSTOMER OBLIGATIONS
4.1 The Customer shall:
4.1.1 ensure that the terms of the Order [and any information it provides in the order form] are complete and accurate;
4.1.2 ensure that all Customer Materials:
126.96.36.199 comply with any instructions (written or oral) provided by Compliance Resource;
188.8.131.52 comply with all applicable laws, relevant statutes, regulations, guidance and codes of practice, including those applicable to online advertisements, and health and safety laws;
184.108.40.206 are of a type and quality suitable for use by Compliance Resource in connection with the provision of the Services.
4.1.3 co-operate with Compliance Resource in all matters relating to the Services;
4.1.4 provide Compliance Resource with such information and materials as Compliance Resource may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.5 warrants that you have in place and shall maintain throughout the Contract Period all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start, including the right to use any third party Intellectual Property Rights contained in the Customer Materials.
4.1.6 shall deliver the Customer Materials to Compliance Resource at the locations and times specified by Compliance Resource and in accordance with any further instructions (written or oral) provided by Compliance Resource.
4.1.7 comply with any additional obligations as set out in the order form; and
4.1.8 be fully responsible for the content of the Customer Materials and shall fully indemnify Compliance Resource in respect of all losses, liabilities, damages, demands, costs and expenses incurred by Compliance Resource as a result of Compliance Resource use of the Customer Materials in connection with the provision of the Services.
4.2 If Compliance Resource performance of any of Compliance Resource obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
4.2.1 without limiting or affecting any other right or remedy available to it, Compliance Resource shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of your obligations in each case to the extent the Customer Default prevents or delays Compliance Resource performance of any of Compliance Resource obligations;
4.2.2 Compliance Resource shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Compliance Resource failure or delay to perform any of your obligations as set out; and
4.2.3 the Customer shall reimburse us on written demand for any costs or losses sustained or incurred by Compliance Resource arising directly or indirectly from the Customer Default.
- DISPLAY AND LAYOUT
5.1 Unless otherwise agreed by the parties in writing, the display, layout and positioning of the Advertisement on the Website shall be determined by Compliance Resource at its sole discretion having regard to the following considerations:
5.1.1 all Website advertisements are to be arranged in a standard sequence under the Website classification headings unless the particular type of advertisement requires otherwise;
5.1.2 a different style or size of typeface than that requested by the Customer may be used for an advertisement if the requested style or size of typeface does not conform with the existing typefaces used by Compliance Resource on the Website.
- CONTENT ISSUES
6.1Compliance Resource shall have the right to decline, suspend or cease to publish any Advertisement or part of any Advertisement, or suspend any Service, immediately and without prior notice, where:
6.1.1 An Advertisement provides an address that is not a genuine trading address or otherwise includes inaccurate business and contact particulars;
6.1.2 An Advertisement includes the personal data of any data subject without the clear and explicit opt-in consent of the data subject;
6.1.3Compliance Resource consider the Content is or may be contrary to or infringes the Advertising Policy, Service Rules, the terms of any law, or the rights of any person;
6.1.4Compliance Resource consider the Content may subject Compliance Resource to a Claim, prosecution, criticism or embarrassment;
6.2 Suspension of your Advertisement or Service pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of the relevant Service. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
6.3 Where Compliance Resource have a right of termination or suspension arising from an issue relating to Content (“Content Issue”) Compliance Resource shall have the right but not the obligation to change the Content without prior notice as Compliance Resource deem necessary or convenient to remedy the Content Issue. Compliance Resource shall notify you of the change as soon as reasonably practicable.
- CHANGE REQUEST
7.1 The Customer may request a Change at any time during the Contract Period, in writing to Compliance Resource at 255 Green Lanes, London, N13 4XE.
7.2 Compliance Resource reserves the right to reject any Change Request and to continue to supply and invoice the Customer for the Services in accordance with the terms of the Contract.
7.3 If Compliance Resource is prepared to consider the Change Request, Compliance Resource shall provide the Customer, within 30 days of receipt of the Change Request, with written confirmation of any effect of the Change Request on the Services, delivery/performance dates and Charges.
7.4If the Customer accepts the provisions of the Change Response, you shall confirm the same in writing to Compliance Resource within 30 days of receipt and the Contract shall be deemed to have been varied in accordance with the Change Request and the Change Response.
7.5If the Customer rejects the Change Response or fails to respond to the Change Response within 30 days of receipt (in which case the Customer shall be deemed to have rejected the Change Response), no Change will be made, and Compliance Resource shall continue to supply and invoice the Customer for the Services in accordance with the terms of the Contract.
7.6In the event that the Customer makes an oral request for a Change, Compliance Resource reserves the right to accept or reject such request at its absolute discretion and any variation to the Contract resulting from such Change shall be recorded in writing and signed by both parties.
7.7Compliance Resource shall not be liable for failure to action a request for amendment of an Advertisement where such request is, in Compliance Resource reasonable opinion, garbled, indecipherable, unclear or has not been received by Compliance Resource in writing by means of your Direct account or other dashboard or platform intrinsic to that Service, or otherwise.
7.8 Where, as a result of any failure by Compliance Resource to comply with the terms of the Contract, there exists an error in or omission from the Advertisement as listed on the Website or the Advertisement fails to be listed on, or is removed from the Website, Compliance Resource shall (at its sole discretion), following receipt of a written notice from the Customer detailing such Error:
7.8.1 use reasonable endeavours to rectify the Error within a reasonable period of receiving such written notice.
- FREE SERVICES
8.1 Free Services shall be provided on an “as is” and “as available” basis. Compliance Resource shall have the right to terminate Free Services, without liability, at any time, for any or no reason, immediately without notice. These Conditions and the applicable Service Rules shall apply to any Service when provided as a Free Service.
- TRIAL SERVICES
9.1Compliance Resource shall provide Trial Services for the time period specified in the applicable invitation to treat, offer, promotion as a Free Service.
9.2 The Trial Services will be automatically cancelled at the end of the Trial Period. If you want the service to continue after the end of the Trial Period, you will have the option to place an Order for a Service of the same Service category. Some of the basic options for the Services you might order may be Free Services.
9.3 Trial Services are not transferable, and no cash alternative will be provided. Compliance Resource reserve the right to change or withdraw the Trial Services at any time and Compliance Resource will not be liable to you in these circumstances.
- SEARCH ENGINE PLACEMENT
10.1 Compliance Resource makes no guarantee as to any search engine placement of the Advertisement or any related Website content. Any Services provided by Compliance Resource to the Customer under the Contract with the intention of the Advertisement and/or any related Website content achieving a certain rank or level within any search engine results are provided on the basis of probability and/or speculation as to achieving such rank or level and are not intended to provide any degree of certainty.
10.2The Customer acknowledges and accepts that search engine placement is out of the control of Compliance Resource and Compliance Resource shall under no circumstances whatever be liable to the Customer for any loss, liability, damage, demand, cost or expense (including any special, consequential or indirect losses, loss of revenue, loss of profit, loss of data, loss of goodwill, loss of business opportunity or loss of anticipated savings) incurred by the Customer as a result of the placement (or lack thereof) of the Advertisement and/or any related Website content within any search engine results or any update, change, re-positioning or deletion of the Advertisement and/or any related Website content within such results.
- CHARGES AND PAYMENT
11.1 The Charges for the Services shall be calculated in accordance with the terms set out in the Order Form.
11.2 Any reduction in the Charges as a result of a promotional offer shall only apply where the Customer continues to meet the terms of such promotional offer throughout the Contract Period or for such other time period as specified in writing by Compliance Resource.
11.3 Except as otherwise set out in the Order Form, the Customer shall pay
11.3.1 the Charges shall be due and payable by the due date specified on the invoice;
11.3.2 in full and in cleared funds to a bank account nominated in writing by Compliance Resource, and
time for payment shall be of the essence of the Contract;
11.3.3. You shall pay the Charges for each Service plus any applicable taxes such as VAT.
11.3.4 Charges are given exclusive of VAT.
11.3.5 Payment shall be made in pounds sterling (£) by electronic funds transfer, cheque, credit card payment or the clearing bank’s BACS system.
11.3.6 Without limiting any other right or remedy of Compliance Resource, If the Customer fails to make a payment due to Compliance Resource under the Contract by the due date, Compliance Resource shall have the right to charge interest on the overdue amount at the rate of 7% per annum above the then current base rate of Barclays Bank PLC accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
11.4Compliance Resource reserves the right to charge an administration fee of £25 to the Customer on each occasion where an attempt by Compliance Resource to collect a payment of Charges by direct debit in accordance with the terms of the Order Form fails as a result of an act or omissions of the Customer, including where the Customer cancels or fails to set up such direct debit payment.
11.5 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Where a Service is on a Monthly Rolling basis:
11.6.1 the Charges in respect of each Service Month shall be paid by Direct Debit in that Service Month and in accordance with the Direct Debit mandate set up at the time your Advertisement Order was given;
11.6.2 you shall do nothing to block, delay or otherwise invalidate the payment of any Direct Debit payment; and
11.6.3 you shall not cancel a Direct Debit or claim a refund under the Direct Debit Guarantee in respect of any Service Month, and Compliance Resource reserve the right to immediately initiate debt recovery procedures in the event of breach of this sub-clause.
11.6.4 you indemnify Compliance Resource without limitation (notwithstanding any other clause of these Conditions) for any Costs arising due to your breach of this clause.
11.7 If you dispute an invoice in good faith, you shall pay the undisputed amount when due and payable and shall submit written notice of the dispute including the disputed amount, reasons for the dispute and supporting documentation, within 30 calendar days from the date the invoice is received. The Parties shall use their best efforts to resolve the dispute. Any amounts disputed pursuant to this clause and resolved in favour of Yell shall be due and payable by you within 14 days of the resolution of the dispute.
11.8 Unless you notify Compliance Resource to the contrary, Compliance Resource shall be entitled to apply any payment made to the earliest undisputed outstanding Charges due and payable by you in respect of any Agreement or Service.
11.9 You shall have no right of set-off of any claims or judgments against any Charges due and payable under this Agreement unless for Claims which are uncontested or the subject of an order from a court of competent jurisdiction which is not subject to appeal.
11.10 If you have entered into a Credit Agreement with Compliance Resource, payments may be made by instalments in accordance with and subject to the Credit Agreement.
- PROFILE PAGE
12.1 Images on Profile Pages must only show your business’s premises, products, services, or trade association logos where the business is a member of that association and in compliance with the association’s rules.
12.2 Links to external websites included on Profile Pages must be live or have a high quality and informative holding page and must allow Users to return to Compliance Resource by clicking on the “Back” button on their browser.
12.3 The logo for your business must be the correct logo for your business and shall not infringe the IPR of any third party.
12.4 Compliance Resource shall have the right to publish your Content from Compliance Resource to third party channels including mapping and directory services.
- INTELLECTUAL PROPERTY RIGHTS
13.1 All Intellectual Property Rights in or arising out of or in connection with the Services including all Intellectual Property Rights in the Website and the Advertisement shall be owned by Compliance Resource.
13.2All Intellectual Property Rights in the Customer Materials shall remain the exclusive property of the Customer, unless otherwise agreed between the parties in writing.
13.3In signing the Order Form, the Customer is deemed to have granted to Compliance Resource a non-exclusive, royalty-free, non-transferable, worldwide licence to make use, in connection with the supply of the Services, any materials provided by the Customer to Compliance Resource for the term of the Contract for the purpose of providing the Services to the Customer.
13.4 The Customer shall fully indemnify Compliance Resource in respect of all losses, liabilities,
damages, demands, costs and expenses (including any special, consequential or indirect losses, loss of revenue, loss of profit, loss of data, loss of goodwill, loss of business opportunity or loss of anticipated savings) incurred by Compliance Resource in connection with any claim made against Compliance Resource for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with Compliance Resource supply of the Services.
13.5 You shall not use any Content, process or software available or identifiable on Compliance Resource for commercial or derivative purposes unless you have obtained Compliance Resource express written agreement. You shall not decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to this website.
13.6 You warrant that you have all necessary rights to grant the IP License and that your Content is not defamatory, does not infringe any law or third party rights.
14.1 You consent to your data and personal data being processed, and your being contacted including for the purposes of direct marketing, in accordance with Compliance Resource Fair Processing Notice.
14.2 You consent to Compliance Resource disclosure of personal data and/or account details, including the amount of any debt owed to Compliance Resource, by any of the means of contact you provide to Compliance Resource or include in an Advertisement, without the need to verify the identity of the recipient.
14.3 Unless you tell Compliance Resource otherwise, Compliance Resource will issue all account communications (including any Confirmation of Order, invoice, and statements) to you. You shall be responsible for accessing your Account and checking your invoices.
- LIMITATION OF LIABILITY
15.1 Nothing in these Terms shall limit or exclude the liability of Compliance Resource for: threatens to cease to trade or if Compliance Resource reasonably believes that any such event is about to happen and notifies the Customer accordingly.
15.1.1Compliance Resource shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any special, consequential or indirect losses, loss of revenue, loss of profit, loss of data, loss of goodwill, loss of business opportunity or loss of anticipated savings arising under or in connection with the Contract; and the total liability of Compliance Resource to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the Charges paid by the Customer to Compliance Resource in respect of the Service(s) that gave rise to such liability.
15.1.2 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
15.1.3 fraud or fraudulent misrepresentation; or breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
15.2 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
15.3 This clause 15 shall survive termination of the Contract.
- INTERNET SECURITY
16.1 You shall not engage in any activity that interferes with or disrupts Compliance Resource or the servers and networks that host Compliance Resource, nor attempt to circumvent, disable or otherwise interfere with security-related features of Compliance Resource or features that prevent or restrict use or copying of any Content or enforce limitations on the use of Compliance Resource or the content therein.
16.2Compliance Resource shall have the right to refer any suspected fraudulent, abusive or illegal activity to appropriate regulatory and/or law enforcement authorities without notice to you.
16.3 You warrant that Content uploaded by you or on your behalf to Compliance Resource or to other computerised systems in connection with the Agreement, shall be free from viruses, fault or other conditions that could damage or interfere with computer systems.
16.4 You shall comply with all written security or network access requirements that Compliance Resource provide to you.
16.5 You shall keep confidential any passwords or access codes that Compliance Resource provide to you, and you shall have absolute liability for all actions taken when your log on details are used other than where such use is as a result of Compliance Resource failure or breach of data security.
16.6 You shall notify Compliance Resource immediately if you become aware of any unauthorised use of passwords or access codes that Compliance Resource give you or any other breach of security that could affect Compliance Resource or the Services.
17.1 The Contract shall automatically terminate on expiry of the Contract Period.
17.2 Where the terms of the Order Form state that the Contract renews automatically, the Contract will automatically renew on expiry of the Contract Period (and on the expiry of each successive period of equal length to the Contract Period), for a further period of equal length to the Contract Period, on the terms and conditions then in effect, unless either party gives written notice to the other party at least 3 months prior to any such expiry date stating that the Contract is to terminate on that expiry date.
17.3 Save for any statutory right, the Customer shall not have any right to terminate the Contract during the Contract Period.
17.4 Without limiting its other rights or remedies, Compliance Resource may terminate the Contract with immediate effect by giving written notice to the Customer if:
17.4.1the Customer commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of receipt of notice in writing of the breach;
17.4.2 the Customer enters into administration (whether out of court or otherwise), receivership, liquidation, a formal arrangement with its creditors or any analogous proceedings or procedure, or is otherwise insolvent or ceases trading
17.5 Without limiting its other rights or remedies, Compliance Resource may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
17.6 Without limiting its other rights or remedies, Compliance Resource may terminate the Contract at any time prior to the uploading of the Advertisement on to the Website on 7 days written notice to the Customer.
17.7 Without limiting its other rights or remedies, Compliance Resource shall have the right to suspend provision of the Services under the Contract if the Customer becomes subject to any of the events listed in clause 17.4, if Compliance Resource reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
17.8 You may notify Compliance Resource in writing that you want Compliance Resource to permanently remove your Advertisement from display on Compliance Resource. Compliance Resource will endeavour to action this request as soon as is reasonably practical. You shall not be discharged from your obligations to pay the full amount of the Charges contracted for the term of the Service, notwithstanding the removal of an Advertisement.
- CONSEQUENCES OF TERMINATION
18.1 On termination of the Contract for any reason:
18.1.1 the Customer shall immediately pay to Compliance Resource all of Compliance Resource outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Compliance Resource shall submit an invoice, which shall be payable by the Customer immediately on receipt;
18.1.2Compliance Resource reserves the right to immediately remove the Advertisement and any related content from the Website;
18.1.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
18.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
18.2 On termination of the Contract, the outstanding balance of all Charges payable throughout the Contract Period, shall become immediately payable by the Customer to Compliance Resource, irrespective of the Services to which such Charges relate and any dates for payment set out in the Order Form.
- SUSPENSION OF SERVICES
19.1Compliance Resource may temporarily suspend any Service at any time:
19.1.1 To carry out essential maintenance;
19.1.2 To prevent or respond to hacking attempts, service attacks or other similar activities directed at Compliance Resource systems, or to deal with any other emergency technical issue; or
19.1.3 If Compliance Resource have reason to believe that you are no longer using the Services or that the password and access codes Compliance Resource have provided to you are being misused, including where you fail to respond to email from Compliance Resource regarding your contact information.
19.2 Suspension of your Services pursuant to this clause shall not relieve you of the obligation to pay the Charges in respect of such Services. The suspension shall cease as soon as reasonably practicable following resolution of the circumstances giving rise to the suspension.
- FORCE MAJEURE
20.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
20.2 Assignment and other dealings.
20.2.1Compliance Resource may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
20.2.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
20.3.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party.
20.3.2 Each party may disclose the other party’s confidential information:
220.127.116.11 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause; and
18.104.22.168 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
20.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
20.4 Entire agreement.
20.4.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.4.2 Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
20.4.3 Nothing in this clause shall limit or exclude any liability for fraud.
20.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
20.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
20.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
20.8 Notices.Any notice or communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at our registered office or sent by email.
20.8.1 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
20.9 Third party rights.Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
20.9.1 The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
20.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
20.11 Jurisdiction.Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
21.1 Where a Service includes SEO Compliance Resource shall endeavour but do not guarantee to implement or recommend strategies to increase the number of visitors to the relevant website by improving the ranking on search results pages of a search engines. You acknowledge that the factors which affect ranking on such search results are outside Compliance Resource control, not made known by search engines, and often change without notice. Notwithstanding any term, condition or representation to the contrary the Agreement shall exclude any undertaking or warranty as to the success or performance that can or shall be achieved by means of SEO. Compliance Resource shall have no liability for which the cause of action includes the performance of a website in search engine rankings.