In the Terms, “Onelink” means Onelink Media Ltd, a company incorporated and registered in England and Wales with company number 12581369 and having its registered office at 41 Mere View Industrial Estate, Yaxley, Peterborough, PE7 3HS trading as Onelink;
“Agreement” means the agreement between Onelink and the Client for the supply of Services in accordance with these Terms; “Client” means the person or firm who purchases the Services (as defined below) from Onelink; “Commencement Date” has the meaning set out in clause 1.1; “Deliverables” means materials to be delivered as part of the Services, including but not limited to the Software, SEO, reports, analyses, statistics and content; “Intellectual Property” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world; “PPC” means pay per click internet advertising; “Quotation” means a price estimate from Onelink to the Client for Onelink to provide the Services; “Scope of Work” means the scope of work set out in the Order;“Search Engine” means search engines including but not limited to Google, Yahoo! and Bing; “SEO” means search engine optimisation including online marketing; “Services” means the services delivered by Onelink as set out in the order attached to these Terms (the “Order”); “Software” means the software, toolkits or technology developed and/or to be developed by Onelink including the underlying source code;“Special Conditions” means the special conditions set out in the Order of the Terms; and “Termination Fee” has the meaning set out in the Special Conditions. Onelink and the Client shall together be referred to as the “parties”. In these Conditions, a reference to a loss or losses includes both indirect and direct losses; a reference to a party includes its personal representatives, successors or permitted assigns; a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing or written includes faxes and e-mails. NOTE THAT THESE TERMS CONTAIN LIMITATIONS AND EXCLUSIONS OF LIABILITY, IN PARTICULAR IN CLAUSE 10, AND THE CLIENT SHOULD READ THESE TERMS CAREFULLY AND TAKE LEGAL ADVICE IF CONCERNED.
1 Formation and period
1.1 Onelink shall supply the Services to the Client in accordance with the Order and subject to the Terms and, where relevant, the Special Conditions.
1.2 The Agreement shall come into existence upon signature by the Client of the Order (the “Commencement Date”). The Agreement shall continue indefinitely unless and until it is terminated in accordance with clauses 11.2, 11.3 or 11.4 below.
2.1 Onelink shall use reasonable endeavours to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
2.2 Both parties acknowledge and accept that any other descriptions, plans, specifications, illustrations, designs or other materials or documents which have been discussed and/or sent between the parties (the “Initial Plans”) will not form part of the Agreement and the Services and Deliverables will not necessarily correspond with the Initial Plans, although both parties shall use reasonable endeavours to comply with the Initial Plans.
2.3 The Client shall:
2.3.1 co-operate with Onelink in all matters relating to the Services;
2.3.2 provide Onelink with such information and materials as Onelink may require in order to supply the Services and ensure that such information is accurate in all material respects;
2.3.3 warrant that any information provided to Onelink to enable Onelink to fulfil the Services and/or Deliverables shall comply in full with all legislation and regulations relating to data protection principles and privacy that may be in force from time to time;
2.3.4 inform Onelink in advance of any changes to its website that may affect the provision or performance of the Services in any way;
2.3.5 disclose to Onelink any other agencies providing services to the Client throughout the term of the Agreement which are the same as or similar to the Services;
and Onelink shall not be responsible for any consequences, whether direct or indirect (including financial consequences) of any delay in the provision of the Services arising from any act or omission of the Client.
2.4 The Client agrees, acknowledges and confirms that:
2.4.1 it shall not attempt to copy, disassemble, modify or otherwise alter the Software;
2.4.2 the nature of the Services means that they are provided by Onelink without any performance guarantees or promises including but not limited to ranking positions on Search Engines or the number of searches, visitors or click-throughs in relation to a website;
2.4.3 where Onelink is providing services relating to the Client’s website (including but not limited to SEO and PPC), the Client shall not do or include on its website anything which may be harmful, illegal or obscene or otherwise be in breach of any applicable laws ; and
2.4.4 Onelink cannot ensure or guarantee the security of information transmitted over the internet and any information or data transmitted in connection with the Services is at the risk of the Client.
3.1 Where the provision of Software by Onelink to the Client is included in the Scope of Work, Onelink shall license the Software to the Client on a non-exclusive basis for the term of the Agreement (the “Licensed Software”).
3.2 The Client shall use the Licensed Software in accordance with the terms of the Agreement.
4.1 If agreed as part of an Order, Onelink can host the Client’s website. The Client acknowledges and accepts that Onelink cannot guarantee the availability of the hosted website and does not accept any liability, whether direct or indirect, caused by any interruption to the hosting facility. Onelink will nevertheless use its reasonable endeavours and will act in accordance with good industry practice in maintaining the levels of availability agreed with the Client for the hosted website.
5.1 The Order may specify that PPC activities are to be performed by Onelink.
5.2 Unless otherwise specified in the Order, the Special Conditions or otherwise in writing between the parties, the parties shall agree PPC guidelines on a month by month basis, including but not limited to, the cost per click, key words and the Client’s budget.
5.3 Unless otherwise specified in the Special Conditions, the Client shall pay the relevant Search Engine directly for the PPC Media costs.
5.4 Where applicable, the Client agrees to pay Onelink the Termination Fee in accordance with the Special Conditions.
6.1 Onelink may supply to the Client, as part of the Services, link building tools and resources sourced from a third party alongside its own range of link-building tools and resources, in which case Onelink shall be the sole point of contact with the relevant third party.
6.2 Onelink shall not be liable for any loss incurred by the Client linking or obtaining a link from a particular website without prior consultation with Onelink, or for any losses suffered by the Client as a result of a link lapsing or being removed by a third party, or the third party link ceasing to be live for any other reason.
6.3 Where, as part of the Services, Onelink builds a link or sources a link from a third party, to the extent that the Client has or is able to obtain any rights in those links from the third party, the Client shall be entitled to such rights.
7.1 Subject to clauses 7.2 and 7.3, all Intellectual Property rights in the Deliverables shall be owned by the Client, and Onelink hereby assigns with full title guarantee and free from all encumbrances and rights of third parties all such Intellectual Property rights in the Deliverables to the Client.
7.2 To the extent that any works, concepts, items and materials either developed or procured to be developed by Onelink or its personnel at any time for use in relation to Onelink’ business or any or all of Onelink’ customers generally, and not specifically for the provision of the Services or Deliverables to the Client (“Pre-Existing Work”) is incorporated into the Deliverables, the Pre-Existing Work shall remain the property of Onelink.
7.3 To the extent that there are Intellectual Property rights in materials used by Onelink to create any Deliverables, including but not limited to coding, Excel dashboards, and SEO modelling and operating (the “Methodology IP”), the Methodology IP will remain the property of Onelink.
7.4 Client data shall be subject to virus checking prior to it being sent to Onelink. Onelink shall not be responsible for any infection to data by a virus from any source at any time. Risk of data loss or corruption is with the Client at all times and the Client shall retain a copy of all data it supplies to Onelink.
7.5 Onelink shall not be liable for any losses incurred by the use of any Software created for the Client. Whilst Onelink takes all reasonable steps to ensure solutions are problem free, the Client acknowledges and accepts that responsibility lies with it to ensure that all Software is functioning correctly before use.
7.6 The Client grants Onelink a limited, non-exclusive, non-transferrable, revocable and worldwide licence to access and use the Client’s websites, any materials provided to Onelink by the Client from time to time, the Client’s SEO pages and any Intellectual Property rights belonging to the Client, solely to provide the Services to the Client in accordance with the Agreement.
8.1 In the absence of any specification in the Order or the Special Conditions, or other payment terms agreed by the parties in writing, and with the exception of PPC Services, Onelink shall invoice the Client at the start of each calendar month for the Services to be provided in the same calendar month.
8.2 Unless otherwise specified in the Order above, the Client will pay any external media spend, including to Google/Bing/Yahoo or other media provider for PPC, directly to the media provider. Subject to clause 8.3, where Onelink is providing PPC Services and an Order specifies a minimum payment (the “Minimum Payment”), or a budget level of media spend and therefore a management fee (the “Management Fee”) has been agreed for the following month, Onelink shall invoice the Client for the greater of the Minimum Payment or the Management Fee, such invoice to be raised prior to the start of the calendar month for which the Minimum Payment or Management Fee is due.
8.3 Where Onelink is providing PPC Services, Onelink shall notify the Client of the total amount due from the Client for the PPC Services (the “PPC Fee”) at the end of the month if different to that which has already been invoiced for that month as a Minimum Payment or Management Fee. Onelink shall invoice the Client as applicable for the difference between the PPC Fee and the Minimum Payment or Management Fee already invoiced. If the fee charged based on the budget spend prior to the month of activity is greater than is actually due at the end of the month, the following month’s invoicing shall be adjusted accordingly.
8.4 Should it be agreed in the Order or Special Conditions that Onelink also pay external media spend to Google/Bing/Yahoo or other media provider for PPC, the Client will be invoiced accordingly and in respect of such invoice the terms of this clause 8 shall apply (to the extent applicable).
8.5 The Client shall pay all invoices in full and cleared funds within 30 days of the invoice date to a bank account nominated in writing by Onelink.
8.6 All amounts due and payable by the Client to Onelink are exclusive of any VAT, tax, charge or levy which shall be payable by the Client in addition to any other fees.
8.7 If payment is not made by the due date for payment, Onelink shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% p.a. (compounding daily) above the base rate from time to time of Natwest Bank plc from the due date until the outstanding amount is paid in full.
8.8 Onelink may suspend or terminate the provision of the Services if the Client fails to make any payment due to Onelink under the Agreement. Onelink shall not accept any liability, whether direct or indirect, for any delay in the completion of the Services caused by the suspension or termination in the provision of the Services.
8.9 All amounts due under the Agreement shall be paid in full without any deduction or withholding (other than any deduction of withholding of tax as required by law). Neither shall be entitled to claim set-off or to counterclaim against the other in relation to the payment of the whole or part of any such amount.
9.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform its obligations in accordance with the Agreement.
9.2 The Client warrants, represents and undertakes that any of the materials provided by the Client to Onelink (“Materials”) are owned by the Client and use by Onelink of the Materials will not be subject or give rise to any claim for infringement of any Intellectual Property rights of any third parties.
9.3 Subject to clause 9.4, Onelink warrants that:
9.3.1 it shall perform the Services with reasonable skill and care and in accordance with generally recognised commercial practices standards in the industry for similar services;
9.3.2 the Deliverables shall be of satisfactory quality (where relevant within the meaning of the Sale of Goods Act 1979 as amended) and fit for any purpose held out by Onelink or made known to Onelink by the Client; and
9.3.3 use or possession of the Deliverables by the Client, in so far as they do not comprise Materials, will not be subject to or give rise to any claim for infringement of any Intellectual Property rights of any third parties.
9.4 The warranties set out in clause 9.3 are conditional upon:
9.4.1 the Client giving written notice to Onelink of any defects in the Services and/or Deliverables within 5 Business Days of when the Client discovered or ought to have discovered the defect;
9.4.2 the Services and/or Deliverables not having been altered or affected in any way whatsoever by the Client or any third party (including but not limited to amendments made to the Client’s website, alterations to Search Engine algorithms, responses to Onelink postings or adverse reactions of Search Engine organisations to a strategy employed by Onelink as part of the Services and/or Deliverables);
9.4.3 the Services and/or Deliverables not having been subjected to misuse or unauthorised repair by the Client or any third party;
9.4.4 the Client complying with its obligations under the Agreement and any other contract made with Onelink;
9.4.5 where relevant, the Client taking all opportunities offered by Onelink to test implementations before the implementations go live; and
9.4.6 where relevant, the Client testing any implementations as soon as the implementations go live.
9.5 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 and by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from Agreement.
10.1 The Client shall indemnify Onelink against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all and other reasonable professional costs and expenses) suffered or incurred by Onelink arising out of or in connection with any claim made against Onelink for actual or alleged infringement of a third party’s Intellectual Property rights arising out of or in connection with Onelink’ use and possession of the Materials.
10.2 Subject to clauses 10.3, 10.4, 10.6 and 10.7, Onelink shall indemnify the Client against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all and other reasonable professional costs and expenses) suffered or incurred by the Client arising out of or in connection with any claim made against the Client for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the supply of the Services and/or the Deliverables.
10.3 Subject to clause 10.5 and notwithstanding clause 10.2, Onelink shall have no liability (whether pursuant to an indemnity or otherwise) whether in contract, tort (including negligence) or for breach of statutory duty or misrepresentation or otherwise for any loss of profits, interest, goodwill, business opportunity, business revenue or anticipated savings (whether direct, indirect, special, or consequential) arising under or in connection with the Agreement or the Order.
10.4 Subject to clause 10.5 and notwithstanding clause 10.2, Onelink shall not be liable for any losses incurred by the Client as a result of the Services and/or Deliverables provided by Onelink where Onelink has provided such Services and/or Deliverables in accordance with the Agreement and the Order.
10.5 Nothing in the Agreement shall operate to exclude or limit either party’s liability for:
10.5.1 death or personal injury caused by its negligence;
10.5.2 fraud or fraudulent misrepresentation; or
10.5.3 any other liability that cannot be excluded or limited under applicable law.
10.6 Onelink shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing its obligations under the Agreement if the delay was due to any cause beyond Onelink’ reasonable control, or to any instructions or lack of instructions of the Client.
10.7 Subject to clause 10.5 and notwithstanding clause 10.2, Onelink’ total liability arising under or in connection with the Agreement (whether pursuant to an indemnity or otherwise), whether in contract, tort (including negligence) or restitution or for breach of statutory duty shall in all circumstances be limited to 100% of the charges paid or payable by the Client in respect of the Order under which the claim is made during the 6 (six) month period preceding the date on which the claim is made.
11.1 Neither party may terminate the Agreement during the minimum period stated in the Special Conditions (if any) (the “Minimum Period”)
11.2 Subject to clause 11.1, without limiting its other rights or remedies, either party may terminate the Agreement by giving the other party not less than three months’ written notice (such notice not to have effect before the end of any Minimum Period), any such notice expiring on the last day of the relevant calendar month.
11.3 Either party may immediately terminate the Agreement by notice in writing to the other if:
11.3.1 the other party stops trading or gets into a position whereby it cannot pay its debts and/or an insolvency situation arises (for example a receiver, liquidator or administrator, trustee or someone similar is appointed over any of its assets or it proposes to make any arrangement with its creditors or goes into liquidation); or
11.3.2 any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.3.1.
11.4 On termination of the Agreement for any reason:
11.4.1 the Client shall immediately pay to Onelink all of Onelink’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Onelink shall submit an invoice, which shall be payable by the Client immediately on receipt;
11.4.2 the Client shall immediately return all of the Deliverables which have not been fully paid for;
11.4.3 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 Agreement which existed at or before the date of termination or expiry; and
11.4.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.1 Each party shall comply with its obligations under the Data Protection Act 1998.
13.1 Onelink shall not be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
14.1 The Agreement and the Order constitute the entire agreement between the parties and supersede any previous agreement or understanding. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
14.2 If either party provides the other with information that is confidential then the party being provided with that information will keep it and treat it as confidential, and in particular will not use it for any purpose other than that for which it was disclosed under the Agreement.
14.3 Any notices must be in writing and may be delivered:
14.3.1 by hand or first class post addressed to the recipient at its registered office or to any other address as notified in writing to the sender by the other party;
14.3.2 by email addressed to the Managing Director (the email address being available on request from Onelink).
14.4 Nothing in the Agreement is intended for the benefit of any third parties and the provisions of the Contracts (Right of Third Parties) Act 1999 are expressly excluded.
14.5 Except as set out in these Terms, any variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when agreed in writing and signed by Onelink.
14.6 Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14.7 If at any time any provision (or part of any provision) of the Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision (or any other part of that provision) of the Agreement.
14.8 Onelink may at any time assign, transfer, mortgage, charge, subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent. The Client shall not, without the prior written consent of the Onelink, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.
14.9 English law shall apply to the Agreement, and the parties agree to submit all disputes between them to the exclusive jurisdiction of the English courts.
ONELINK MEDIA LTD (Company Number 12581369) Last Updated October 2022.