Terms And Conditions Of Business

1. These terms and conditions apply in relation to the service (the Service) to be provided by Instant Search Results Limited

2. Instant Search Results Limited has agreed to assist the Customer to improve the position in which its website (the Customer Website) appears when users of the world wide web search on Google, Yahoo or whichever other search engine is (at the choice of the Customer) used as an addition to or in substitution for the same. – the Search Engine) in respect of the words named in the Email Confirmation to which these terms and conditions are supplemental (in the order and spelled exactly as set out therein) (the Search Term(s)) so as to appear on a rotating basis on the first page of search results. For this purpose Instant Search Results Limited agrees to allow the Customer to be a member of the Club of customers for whom Instant Search Results Limited provides the Service on these terms and conditions and for the period determined in accordance with these terms and conditions and the Customer agrees to pay the fees indicated in the Email Confirmation section of these terms and conditions.

3. Instant Search Results Limited is not responsible for any Downtime (or any consequences thereof) which results from errors in the Customer Website or from any malfunction of the server used by the Customer. Any Excess Downtime resulting from matters outside the control of Instant Search Results Limited shall not entitle the Customer to terminate this agreement.

4. Instant Search Results Limited may terminate this agreement if:

a. the Customer is late in making any payments due hereunder or disputes any payments made. Such late payment may (at its discretion) be accepted by Instant Search Results Limited as a fundamental breach of the Customer’s obligations and entitles Instant Search Results Limited to cease to provide the Service to the Customer. In such event the liability of the Customer shall be to pay the fee for the period to the date of such termination; or
b. the Customer Website does not meet ethical and legal standards required by the provider of the Search Engine from time to time; or
c. the provision of the Service to the Customer Website might bring Instant Search Results Limited into disrepute; or
d. the Customer is in breach of any of its obligations.

5. In the event of Instant Search Results Limited terminating this agreement on any of the grounds set out in Clause 4 Instant Search Results Limited will have no obligation to make any refund to the Customer. The right of Instant Search Results Limited to recover the Cost, its costs and interest shall survive the termination of the agreement but Instant Search Results Limited shall be under no further obligation to provide the Service

6. If it proves impractical for Instant Search Results Limited to continue to provide the Service to the Customer it shall have the right (but not the obligation) to terminate this agreement but before doing so will seek to agree with the Customer a revised price for the Service. Any agreement to review the Cost shall become effective immediately and shall be in substitution for the Cost agreed at the commencement of the Contract Period. If a revised price can not be agreed Instant Search Results Limited may terminate this agreement in which case it shall refund the proportion of the Fee paid in respect of the Contract Period remaining unexpired at that date.

7. This clause sets out the entire financial liability of Instant Search Results Limited (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of any breach of this agreement; any use made by the Customer of the Customer Website or the Services or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

8. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement, but nothing in this agreement limits or excludes the liability of Instant Search Results Limited for death or personal injury resulting from negligence or for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Instant Search Results Limited.

9. Subject to the above Instant Search Results Limited shall not be liable for: loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings loss of contract, loss or corruption of data or information, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. Furthermore Instant Search Results Limited ‘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 this agreement shall be limited to the Cost paid for the Service in the Contract Period in which the liability arose.

10. As between the Customer and Instant Search Results Limited, all Intellectual Property Rights and all other rights in any part of the Customer Website designed or provided by Instant Search Results Limited shall be owned by Instant Search Results Limited. Instant Search Results Limited licenses all such rights to the Customer until termination of this agreement free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Customer Website. Such licence will automatically terminate on the termination of this agreement.

11. The Customer represents and agrees that all content which will appear on the Customer Website either belongs to the Customer or that it has complete legal entitlement to use such content on its website and that such content will be legal and ethical and that accessing such website will not cause any damage to any visitor’s computer or other device used to access the Customer Website nor cause any damage to such visitor and/or its business and the Customer undertakes to indemnify and keep indemnified Instant Search Results Limited against all costs claims and damages incurred by Instant Search Results Limited in defending any action brought against it and its agents in respect of such content.

12. Instant Search Results Limited agrees that (subject to Clause 6) the price payable for the Service during the first Renewal Term shall be fixed at the price for the initial trial period. The Price will increase year on year thereafter by 5%. In the event that the Customer shall not have served a written notice of termination at the registered office of Instant Search Results Limited by the date falling 30 days before the expiry of the Initial Term (this last date for termination being called the Renewal Date) the Contract Period shall be extended for successive periods of twelve months (each of which is a “Renewal Term”). A Renewal Term can only be cancelled by the Customer by notice in writing by registered post served (see Clause 16) no later than 30 days before its expiry. In this agreement the phrase “Contract Period” shall initially mean the period commencing on the Service being made live by Instant Search Results Limited and ending with the date specified in the Email Confirmation and shall thereafter mean each successive Renewal Term.

13. All charges quoted to the Customer and all sums referred to in these terms shall be exclusive of VAT, which Instant Search Results Limited shall add to its invoices and payments taken at the appropriate rate.

14. Payment for the Service:-

a. Payment of any trial period is to be paid upfront unless otherwise agreed with the company.
b. Payment for the initial term specified on the Email Confirmation shall be made as soon as the keywords specified have been made active for search purposes by INSTANT SEARCH RESULTS LIMITED
c. Payment for each Renewal Term shall be due as to one half thereof on or (at Instant Search Results Limited discretion) after the first day of the Renewal Term and as to the other half thereof on (or at Instant Search Results Limited’s discretion) after the same date in the following month

15.Notices to be given by the Customer must be in writing and served by registered post at Instant Search Results Limited’s head office (address as per this agreement or as subsequently notified by email to the Customer). The date of service of any notice shall be the date of actual receipt of such notice by Instant Search Results Limited and not the date of postage by the Customer. No notice will be valid for the intended purpose unless it is on the Customer’s official letter headed paper (so as to evidence that it has been properly authorised and thus help avoid the Customer losing service by virtue of notice being given by unauthorised third parties) and signed by the sole trader, a partner in the Customer or a director of the Customer (as the case may be). By agreeing to these terms the Customer acknowledges that (since many letters go missing) unless the notice is served as required by this Clause the notice will be ineffective unless Instant Search Results Limited confirms in writing that it actually received the letter within the relevant period. Proof of postage on its own is not sufficient to evidence service on Instant Search Results Limited. It is imperative that the Customer complies with these provisions as to service as – if the notice of termination is not properly served a Renewal Term will come into being and the Customer will be bound to pay the continuing Cost to Instant Search Results Limited. TIME IS OF THE ESSENCE IN RESPECT OF SERVICE OF NOTICES.

16. If payment was made for the Initial term by credit or debit card and for any reason the details of that credit or debit card change the Customer will forthwith provide replacement details to Instant Search Results Limited and will pay any amount invoiced in accordance with this agreement within 7 days of receipt of the relevant invoice by such replacement method together with any costs and interest to which Instant Search Results Limited is entitled under Clause 17.

17. Instant Search Results Limited shall be entitled to charge:-

a. an administration fee of £10.00 plus VAT in relation to each instance of non-payment and each occasion on which it attempts to take payment from the customer’s relevant card and payment is refused;
b. default interest on any sums not paid on the due date for the period between the due date and the date of actual payment at the annual rate of 4% above the base lending rate from time to time of the Royal Bank of Scotland PLC or any bank which is from time to time a member of the same group of companies as such bank, accruing on a daily basis and being compounded monthly until payment is made, whether before or
after any judgment;
c. interest under the Late Payment of Commercial Debts (Interest) Act 1998 and the Customer will be responsible to indemnify Instant Search Results Limited against all legal fees incurred by it in dealing with any non-payment or late payment by the Customer including for the avoidance of doubt all charges for advice sought and received arising from the non-payment, all charges for considering these terms and for correspondence with the Customer and its advisers and any pre-litigation charges as well as costs incurred by Instant Search Results Limited in pursuing its claim through the Instant Search Results Limitedall Claims Court. All interest and further charges so due shall be paid on demand.

18. The Customer will indemnify Instant Search Results Limited against any loss arising from failure to meet any payment on its due date and undertakes that if it has any concerns in respect of this agreement or the provision of the Service it will raise such concerns initially to Instant Search Results Limited (and not with any third party). In particular it agrees not to recover any payment by request of its credit provider.

19. No exclusive rights are granted in relation to the Search Terms or any part thereof.

20. This Agreement is assignable by Instant Search Results Limited but is not transferable or assignable by the Customer without the prior written consent of Instant Search Results Limited.

21. Instant Search Results Limited shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement (and the time for performance of the obligations shall be extended accordingly) arising from or attributable to acts, events, omissions or accidents beyond its reasonable control. If such acts etc prevail for a continuous period of more than 6 months, the Customer may terminate this agreement by giving 30 days’ written notice to all the other party (served as set out above). On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.

22. Instant Search Results Limited is a private limited company registered in England and Wales with number 06807204 and is not connected with nor an associated company of Google, AOL or MSN or any other company providing Search Engine services.

23. The person signing this Agreement on behalf of the Customer confirms that he/she has the necessary authority to enter into it on behalf of the Customer.

24. If any provision of this agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the agreement, and the validity and enforceability of the other provisions of the agreement shall not be affected and the provision in question shall apply with the minimum modification necessary to make it legal, valid and enforceable.

25. This agreement constitutes the whole agreement between the parties and supersedes any previous arrangement, understanding, statement or agreement between them relating to the subject matter of this agreement.

26. The Customer shall have no right of set-off or deduction in relation to any payments which fall due to Instant Search Results Limited and if it purports to do so and delays or withholds any payment it will become liable to interest, costs and administration fees and may have its agreement terminated without prejudice to Instant Search Results Limited’s ability to take payment in full as set out above.

27. Nothing in these terms shall limit or exclude any liability for fraud.

28. A person who is not a party to this agreement shall not have any rights under or in connection with it.

29. These terms may only be varied by a written variation signed by a Director of Instant Search Results Limited and a representative of the Customer.

30. English Law will apply to this agreement and the Customer agrees to the exclusive jurisdiction of the English Courts.