Application
1.1 These Terms and Conditions shall apply to the provision of Services by the Supplier to the Buyer.
1.2 In the event of conflict between these Terms and Conditions and any other terms and conditions (of the Buyer or otherwise), the former shall prevail unless expressly otherwise agreed by the Supplier in writing.
1.3 These Terms and Conditions may not be explicitly sent to the Buyer upon entering into an agreement with the Supplier. It is the responsibility of the Buyer to make themselves fully aware of these terms prior to commencing any agreement. By proceeding with the services outlined in the Online Agreement, the Buyer acknowledges that they have read, understood, and agreed to be bound by these Terms and Conditions. Failure to do so does not exempt the Buyer from their obligations under this Agreement.
Definitions
In these conditions, the following definitions have the following meanings:
“Business Day” means a day (excluding Saturdays) on which banks generally are open for the transaction of normal banking business (other than solely for trading and settlement in Euros);
“The Buyer” means any individual, firm, or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases services from the Supplier;
“The Commencement Date” means the commencement date for this agreement as set out in the schedule;
“Services” means the PPC (Pay-Per-Click) and SEO (Search Engine Optimisation) services to be provided by the Supplier to the Buyer as set out in the Online Agreement;
“The Supplier” means Black Tiger Creative, Company Registration Number: 13669013; Registered Office Address: Unit 3A, St Georges Court, Kirkham, PR4 2EF.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted, or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
The Service
3.1 With effect from the Commencement Date, the Supplier shall, in consideration of the Fees being paid in accordance with the Terms of Payment, provide the PPC and SEO services expressly identified in the Online Agreement or otherwise agreed under this agreement.
3.2 The Supplier will use reasonable care and skill to perform the PPC and SEO services identified in the Online Agreement or otherwise agreed under this agreement.
3.3 The Supplier shall use all reasonable endeavours to complete its obligations under the Online Agreement within the specified time frame.
Price
4.1 The Buyer agrees to pay the Fees in accordance with the Terms of Payment.
4.2 In addition, the Supplier shall be entitled to recover from the Buyer reasonable incidental expenses for materials used and for third-party goods and services supplied in connection with the provision of the Services.
4.3 The Buyer will pay the Supplier for any additional services provided by the Supplier that are not specified in the Online Agreement in accordance with the Supplier’s then current, applicable daily rate in effect at the time of the performance or such other rate as may be agreed. Any charge for additional services will be supplemental to the amounts that may be due for the Expenses.
4.4 All sums payable by either party pursuant to this Agreement are exclusive of any value added or other tax (except corporation tax) or other taxes on profit, for which that party shall be additionally liable.
Payment
5.1 All payments required to be made pursuant to this Agreement by either party shall be made within 7 days of the date of the relevant invoice in Sterling in cleared funds to the bank as the other party may from time to time nominate, without any set-off, withholding, or deduction except such amount (if any) of tax as that party is required to deduct or withhold by law.
5.2 The time of payment shall be of the essence of these terms and conditions. If the Buyer fails to make any payment on the due date in respect of the price or any other sum due under these terms and conditions, then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to any statutory provision in force from time to time, have the right to charge the Buyer interest on any overdue amount at the rate of 8% per annum above the base rate of the Bank of England on a daily basis. This interest shall be cumulative on a daily basis and shall run from day to day and accrue after as well as before any judgment.
5.3 Bad Debt. The Supplier reserves the right to charge interest on any overdue amount at the rate of 8% per annum above the base rate of the Bank of England. Should the default amount result in a debt collection agency being employed, the Buyer will be liable for all reasonable costs incurred.
5.4 The Buyer agrees to pay the appropriate fees and will pay for any additional PPC and SEO services provided by the Supplier (e.g., more key phrases or increased ad spend). All payments will be made within 5 days of the date relevant to the invoice, and in Sterling pounds. The Buyer understands that the paid invoice will be sent to their chosen email address.
5.5 The Supplier does not work on a contract policy; however, the agreement will automatically renew for one further calendar month from the agreement date if not cancelled by the Buyer. The agreement is a rolling agreement, so by accepting the trial month, the Buyer authorises payments to be taken every month until the agreement is cancelled by the Buyer.
5.6 The Buyer may cancel the PPC and SEO services at any time in month 1. After that, Black Tiger Creative requires 30 days’ notice in writing to the head office or by email.
5.7 The Supplier will only issue refunds to the Buyer if there has been an error on its part.
Variation and Amendments
6.1 If the Buyer wishes to vary any details of the Online Agreement, it must notify the Supplier in writing (letter or email) as soon as possible. The Supplier shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Buyer.
6.2 If, due to circumstances beyond the Supplier’s control, it has to make any change in the arrangements relating to the provision of the Services, it shall notify the Buyer forthwith. The Supplier shall endeavour to keep such changes to a minimum and shall seek to offer the Buyer arrangements as close to the original as is reasonably possible in the circumstances.
Termination
7.1 The Supplier may terminate the agreement forthwith if:
7.1.1 The Buyer is in breach of any of its obligations hereunder; or
7.1.2 The Buyer has entered into liquidation (other than for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntary or compounds with its creditors generally or has an administrator, administrative receiver, or receiver appointed over all or a substantial part of its undertaking or assets; or
7.1.3 The Buyer has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986; or
7.1.4 The Buyer ceases or threatens to cease to carry on business; or
7.1.5 Any circumstances whatsoever beyond the reasonable control of the Supplier (including but not limited to the termination, through no fault of the Supplier, of the service) that necessitates the termination for whatever reason of the provision of Services.
7.2 In the event of termination under clause 7.1, the Supplier shall retain any sums already paid to/buy by the Buyer without prejudice to any other rights it may have, whether at law or otherwise.
Sub-Contracting
8.1 Either party may sub-contract the performance of any of its obligations under this Agreement without the prior written consent of the other party. Where either party subcontracts the performance of any of its obligations under this Agreement to any person with the prior consent of the other party, that party shall be responsible for every act or omission of the sub-contractor as if it were an act or omission of the party itself.
Liability
9.1 Except in respect of death or personal injury caused by the Supplier’s negligence, the Supplier will not, by reason of any representation, implied warranty, condition, or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special, or consequential loss, damage, costs, expenses, or other claims (whether caused by the Supplier’s servants or agents or otherwise) in connection with the performance of this contract or with the use by the Client of the Services supplied.
9.1.1 PPC and SEO Services
The Supplier will carry out PPC and SEO services with all due diligence and reasonable care but cannot be held responsible for any loss of search engine rankings, traffic, or business due to changes made by search engines or the Buyer themselves. It is the Buyer’s responsibility to ensure that the Supplier has full access to necessary accounts and analytics tools (e.g., Google Analytics, Google Ads) for the purpose of performing the Services.
With respect to SEO, it is the Buyer’s responsibility to check and confirm that they are satisfied with any SEO wording or content added or changed. While the Supplier will take reasonable care in carrying out PPC and SEO work, the Supplier cannot guarantee specific ranking results or outcomes. The Supplier cannot be held responsible for losses to business, sales, revenue, reputation, or any other matters arising from changes in search engine algorithms, competitor activities, or other external factors beyond the Supplier’s control.
9.2 The Buyer shall indemnify the Supplier against all damages, costs, claims, and expenses suffered by the Supplier arising from loss or damage to any equipment (including that of third parties) caused by the Buyer, its agent, or employees.
9.3 The Supplier shall not be liable to the Buyer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
9.4 Where the Buyer consists of two or more persons, such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Buyer shall be joint and several obligations of such persons.
Force Majeure
10.1 Neither the Supplier nor the Buyer shall be liable to the other or be deemed to be in breach of the Contract or Agreement by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Services, if the delay or failure was due to any cause beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond either party’s reasonable control:
10.2 Act of God, explosion, flood, tempest, fire, or accident;
10.3 War or threat of war, sabotage, insurrection, civil disturbance, or requisition;
10.4 Acts, restrictions, regulations, bye-laws, prohibitions, or measures of any kind on the part of any governmental, parliamentary, or local authority;
10.5 Import or export regulations or embargoes;
10.6 Strikes, lock-outs, or other industrial actions or trade disputes (whether involving employees of either the Supplier or the Buyer or of a third party);
10.7 Difficulties in obtaining raw materials, labour, fuel, part, or machinery;
10.8 Power failure or breakdown in machinery.
Waiver
11.1 No waiver by the Supplier of any breach of these terms and conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of any term, provision, or condition of this agreement shall be effective only if given in writing via post sent to our company registered address and signed by the waiving party with the appropriate notice period, and then only in the instance and for the purpose for which the waiver is given.
11.2 No failure or delay on the part of any party in exercising any right, power, or privilege under this agreement shall operate as a waiver of, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise of or the exercise of any other right, power, or privilege.
Severance
12.1 If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provision in question shall not be affected thereby.
Copyright
13.1 The Supplier reserves all copyright and any other rights (if any) which may subsist in the products of, or in connection with, the provision of the Supplier’s services or facilities. The Supplier reserves the right to take such actions as may be appropriate to restrain or prevent infringement of such copyright.
Notices and Service
14.1 Any notice or other information required or authorised by this agreement and the online Agreement to be given by the Buyer to the Supplier shall be given by sending by post or registered post.
14.2 Any notice or information given by post in the manner provided by Clause 14.1 which is not returned to the sender as undelivered shall be deemed to have been given on the 3 days after the envelope containing was so posted; and proof that the envelope containing any such notice or information was properly addressed, pre-paid, registered, and posted, and that it has not been so returned to the sender, shall be sufficient evidence that the notice or information has been duly given.
14.3 Any notice or information sent by the Client via telex, cable, facsimile transmission, or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming notice is sent in accordance with Clause 14.1.
14.4 Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be affected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to the other party in writing from time to time.
Applicable Law and Jurisdiction
15.1 These terms and conditions shall be governed and construed in accordance with English and Welsh law and the parties shall submit to the non-exclusive jurisdiction of the English and Welsh courts.
Effective/Upload Date:
These Terms and Conditions were uploaded and made effective on 05/08/2023. All agreements made after this date are subject to these Terms and Conditions unless otherwise agreed in writing by the Supplier.
