These terms & conditions will form a binding contract between the Client named and Eysys Ltd (“Eysys”). They shall constitute the entire agreement between.
In consideration of the payment by Client to Eysys of the Fees selected by the Client, Eysys agrees to provide to Client the Services described with reasonable and due care.
This Agreement shall not give rise to any exclusive relationship and nothing in this Agreement shall prevent Eysys acting for or providing the same or similar Services to any third party.
Client shall pay Eysys the Fees without deduction or set-off (with VAT thereon) by Direct Debit.
Eysys shall be entitled to withhold or suspend the Services until such time as it receives the Fees or other payments due.
Eysys may charge additional Fees in accordance with its then prevailing rates.
In the event that Client requires the supply of Services in addition to those described.
If the Client requires any change or alteration to the Services (“Change”), Eysys and Client shall, prior to such change being effective or implemented, agree the nature of the Change.
Until any Change is formally agreed between Client and Eysys, Eysys will continue to perform and be paid for the Services as if the Change had not been proposed.
INTELLECTUAL PROPERTY RIGHTS / CONFIDENTIALITY
All copyright, design right, registered designs, trademarks, patents, database rights and confidential information and ideas and all other rights whatsoever of a like nature worldwide whether registered or not of whatever nature in material devised, created or commissioned by Eysys, in supplying the Services and under this Agreement will vest in and belong to Eysys.
Each party undertakes to indemnify and hold harmless the other party in full, and defend at its own expense the other party against all costs, damages and losses incurred by the other party arising out of its use of the Materials or breach by the party.
Eysys warrants that it will use best endeavours to ensure that the Services do not infringe the copyright or trademark of any third party.
Eysys will ensure that confidential information such as passwords provided by the Client, will be stored securely. In the event that Eysys suspect this security has been breached, they will advise Client immediately.
LIABILITY AND WARRANTY
Eysys’ accept no liability for any loss or damage direct or otherwise and howsoever caused whether in tort (including negligence) or contract or otherwise.
Eysys shall not be liable to Client for any consequential loss or damage.
Eysys undertakes to provide the Services with reasonable endeavours, but Eysys cannot give any warranty or representation as to positions within search engines due to the operation of such being out of its control.
Eysys shall not be held liable for any monthly overspend of budget or underspend of budget on the Google account.
Client and Eysys shall use best endeavours to comply with all applicable rules, regulations, codes of practice and laws relating to its use of the Services including without limitation its obligations under the Data Protection Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998 and E-commerce Directive and equivalent legislation.
Eysys accepts no liability for the Client budgets, system sales performance or Google.
Eysys shall be entitled to immediately restrict, suspend or terminate the Services and Client’s use of any Services and or terminate this Agreement upon Client’s material breach of this Agreement (including without limitation the non-payment of any sum as and when due).
Either party may terminate this Agreement (in respect of all or any of the Services) immediately and without notice if: either party breach any of its obligations in this Agreement and if capable of remedy fails to remedy within 7 working days of receipt of notice in writing or by e-mail from the other requiring remedy; either party become insolvent and unable to pay its debts, bankrupt or placed in the hands of a receiver or administrator or wound up.
During the course of this Agreement and for a period of 12 months afterwards, the Client shall not solicit the staff of Eysys or entice them to transfer their employment or services. Remedy for breach shall be damages in the sum of that member of staff’s salary (including any bonus) for one year plus the associated costs of recruiting and retraining another member of staff.
Nothing in this Agreement shall be deemed to constitute a partnership or agency relationship between the Parties and neither of the Parties shall do or suffer to be done anything whereby it may be represented as a partner or agent of the other party.
The UK shall be considered the place of first publication of any material on the internet.
No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
These Terms are made in accordance with the laws of England and the Parties submit to the exclusive jurisdiction of the English courts.