PLEASE NOTE; If Search Position Ltd has not received written notification within 5 working days of date on first invoice it will be deemed that you have accepted and agree to be bound by the Terms & Conditions listed below.
Advertising Products Terms and Conditions
1.	Introduction, Incorporation and Interpretation
1.1	Search Position Ltd in conjunction with the Third Party Provider maintains and hosts each Advertising product.
1.2	These terms are incorporated into each agreement entered into between the Customer and Search Position Ltd relating to the supply of Advertising products (each a “Contract”) whether or not the Customer Order Form or any other document which the Customer signs makes reference to these terms.
1.3	In this Contract, the following expressions have the following respective meanings (unless the context otherwise requires);
	“Advertising product” means the product (as described in the Advertising product Listing) actually specified on the Customer Order Form to be supplied by Search Position Ltd; “Advertising product Content Collection Sheet” means the specification of the Advertising product attached to the Customer Order Form; “Advertising product Listing” means the description of Search Position’s Advertising products and services as at the date of this Contract to which these terms apply; “Customer” means the person identified as such on the Customer Order Form; “Customer Content” means the Customer’s content created or supplied by the Customer for publication on the Advertising product; “Customer Links” means any hyperlinks placed by the Customer in the Customer Content or otherwise on the Advertising product; “Customer Order Form” means the customer order form which forms part of this Contract; “Fees” means the set up fees and any service provision fees for the Advertising product as set out on the Customer Order Form; “Third Party Provider” means the search engine provider on whose search engine the Advertising product will apppear
1.4	References in this Contract to a clause is a reference to a clause of this Contract.
2.0	Advertising products and Services provided
2.1	Search Position Ltd shall permit the Customer to post the Customer Content on the Advertising product purchased for the relevant term and subject to the payment of Fees.
2.2	Search Position Ltd shall develop the Advertising product in accordance with the Customer Content. The Customer shall provide the Customer Content to Search Position Ltd either at the time of the order or within 2 weeks from the date on the Customer Order Form (unless otherwise agreed in writing) and in such format as Search Position Ltd reasonably requires. If Search Position Ltd receives the Customer Content after the 2 weeks allowed then Search Position Ltd reserves the right to make an additional charge for the time spent in publishing the Customer Content in accordance with the current rates of our service plan. If after 2 weeks of placing the order Search Position Ltd has not received any content then Search Position Ltd will complete the Advertising product using basic business details.
2.3	Search Position Ltd aim to complete your Advertising product within four weeks of receiving your content (where applicable)
2.4	Search Position Ltd cannot guarantee timescales of delivery on any performance based Advertising product i.e impressions, clicks or leads (refer to Advertising product Listing)
2.5	Search Position Ltd agrees to make submissions of the Advertising product to one or more search engines i.e. Third Party Providers as discussed with the Customer and if it does so the Customer agrees that Search Position Ltd has no control over these search engines and as such cannot guarantee that the submission will be accepted or at what position the item will appear.
2.6	Except as otherwise expressly provided in the Customer Order Form, positioning of Advertising products is at the sole discretion of the Third Party Provider, and the Third Party Provider will not be prohibited from also carrying Advertising products for any product or business competitive to that of the Customer.
2.7	Unless stated on the order form Search Position Ltd does not guarantee any delivery units i.e impressions, clicks or leads of an Advertising Product (refer to Advertising product Listing)
2.8	Search Position Ltd and the Third Party Provider shall be responsible for the hosting, operation and maintenance of the Advertising product and although it shall use its reasonable endeavours to keep the Advertising product available on the internet, Search Position Ltd gives no guarantee as to continuing service availability.
2.9	Unless otherwise agreed in writing any property or material supplied by or on behalf of the Customer in order for Search Position Ltd to create the Advertising product will not be returned to the Customer.
2.10	On termination of this Contract (except for termination by Search Position Ltd under clause 4.3) and provided that the Customer has paid all Fees due to Search Position Ltd whether under this Contract or otherwise Search Position Ltd shall, if so requested, transfer to the Customer in electronic format the Customer Content contained on the Advertising product.
2.11	The Customer accepts that Search Position Ltd cannot ensure that the Advertising product in all respects is visible in all browsers and versions of these browsers. Search Position Ltd shall use its reasonable endeavours to ensure that the Advertising product is visible in the most commonly used version of Internet Explorer.
2.12	Search Position Ltd reserves the right at anytime without notice to remove any Customer Content or Customer Links from the Advertising product if it reasonably believes the Customer Content (or any web site linked to through a Customer Link) would put the Customer in breach of this Contract or otherwise would be detrimental to the interests of Search Position Ltd or the goodwill of Search Position Ltd. Any such action by Search Position Ltd shall be without prejudice to Search Position Ltd’s other rights and remedies.
2.13	The customer accepts that any Advertising product purchased is subject to editorial review by Search Position Ltd and any Third Party Provider.
2.14	Information concerning the Customer contained on the Advertising product will be derived from information provided by the Customer and it is therefore the Customer's responsibility to ensure that the information is accurate by checking the Advertising product. Search Position Ltd shall incur no liability for any errors in that information except those which could not reasonably be checked by the Customer and introduced by Search Position Ltd
3	Payment of the Fees
3.1	Where the Fees set out on the Customer Order Form include those expressed to be initial set up fees, the Customer shall pay that element of the Fees on entering into this Contract. Where the Fees set out on the Customer Order Form include those expressed to be monthly set up or service provision fees, the Customer shall pay those elements of the Fees monthly in advance by direct debit unless otherwise specifically agreed by Search Position Ltd.
3.2	All payments made shall include value added tax at the prevailing rate.
3.3	Search Position Ltd reserves the right to increase its service provision fees at any time after the first anniversary of the date on the Customer Order Form subject to 21 days written notice to the Customer of such increase.
3.4	The Customer shall pay all amounts due to Search Position Ltd in full without any deduction or withholding, and shall not assert any credit or set-off or counterclaim against Search Position Ltd in order to justify the withholding of the whole or part of any such amount. If any Fees become overdue for payment Search Position Ltd may claim interest (both before and after judgement) at a daily rate of 4% above Barclays Bank base rate until all outstanding Fees are received.
4	Term, Renewals and Termination
4.1	The term of the Contract will be as set out in the Customer Order Form
4.2	Except as expressly set out in the Customer Order Form, any renewal of the Advertising product will be at Search Position Ltd’s’ sole discretion. The rates applicable to such renewal period (if any) are subject to change by Search Position Ltd from time to time in its absolute discretion.
4.3	Either Search Position Ltd or the Customer may terminate this Contract with immediate effect by giving notice to the other party if that other party is in breach of any of its obligations under this Contract and, other than when the breach is a failure to pay Fees and where it is capable of remedy, the breach has continued unremedied for a period of seven days after the other party has given notice to the defaulting party specifying the breach and the steps required to remedy it; or
4.4	The termination of this Contract (for any reason) shall; (i) be without prejudice to any other rights or remedies which Search Position Ltd may be entitled to under this Contract or at law; (ii) not affect any accrued rights or liabilities which Search Position Ltd may then have; and (iii) not affect the coming into or continuance in force of any provision of this Contract which is expressly or by implication intended to come into or continue in force after such termination.
5	Customer Content
5.1	The Customer shall provide the Customer Content to Search Position Ltd either at the time of the order or within 2 weeks by means of an email to content@search-position.co.uk or such other email address as Search Position Ltd may elect or by post. Search Position Ltd shall use the Customer Content to create the Advertising product.
5.2	The Customer represents, warrants and undertakes that the Customer Content is:
	(a) legal, proper, decent, honest and accurate and it complies with all relevant codes including, without limitation, the British Code of Advertising Practice and all other codes under the general supervision of the Advertising Standards Authority (b) not an advertisement under the Financial Services Act 1986.
5.3	The Customer represents, warrants and undertakes that the Customer Content, and any web site linked to by the Customer Links (“Linked Content”):
	(a) will not contain obscene or indecent or other unlawful material; (b) will not contain materials which infringe the copyright, database rights, trademark rights, patent rights, moral rights or any other intellectual property rights of any third party; (c) will comply will all applicable law; (d) will not contain any defamatory or untrue material or material which abuses, harasses, threatens or is otherwise offensive to any other person; (e) will not contain any virus; (f) will not contain any other material which is likely to harm the reputation of Search Position Ltd.
5.4	If in Search Position Ltd’s reasonable opinion any Customer Content or Linked Content puts (or is likely to put) the Customer in breach of clauses 5.2 or 5.3, then Search Position Ltd may (without prejudice to its other rights and remedies) remove that Customer Content or the relevant Customer Link. 5.5. Any Customer Content which contains content of an unlawful or otherwise unacceptable nature (including but not limited to pornography or depicting violence) will be reported to the appropriate authorities.
6	Limitation of Liability
6.1	Except as expressly provided in this Contract, Search Position Ltd gives no warranty in relation to the provision of services under this Contract and all warranties, express or implied, are excluded.
6.2	Subject to clause 6.4, Search Position Ltd’s entire liability to the Customer incurred arising out of or, in connection with this Contract including without limit for breach of contract, misrepresentation (except that fraudulently made) and tort (including negligence) is limited to the amount of the Fees paid by the Customer under this Contract in the preceding 12 months.
6.3	Subject to clause 6.4, Search Position Ltd excludes all liability for (a) any loss of profits, business, contracts, revenues, goodwill, production and anticipated savings; or (b) any indirect, consequential, special or economic loss of any kind; arising from any failure to publish in a timely manner or at all any Advertising product in accordance with the Customer Order Form.
6.4	Search Position Ltd does not limit or exclude liability for death or personal injury caused by negligence.
6.5	Notwithstanding the generality of the foregoing, Search Position Ltd expressly excludes liability for any indirect, special or consequential loss or damage which may arise out of or in relation to the Contract between Search Position Ltd and the Customer or for loss of profit, business, revenue, goodwill or anticipated savings, even if Search Position Ltd has been advised as to the possibility of such damages.
6.6	In addition, without limiting the foregoing, Search Position Ltd cannot be held responsible for any failure or delay resulting from any governmental action, natural disaster, insurrection, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Search Position Ltd affecting production or delivery in any manner.
6.7	Each of the provisions of this clause 7 are to be construed separately and independently of the other, and if any provision of this clause 7 (or any other clause herein) is found by any court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of this clause 7 (or any other clause herein) which will remain in full force and effect.
7	Licenses, Customer Representations And Indemnification
7.1	The Customer warrants and represents that the Customer is the owner or is licensed to use the entire contents and subject matter contained in its Advertising product.
7.2	In addition, the Customer warrants and represents to Search Position Ltd that
	(i) It has the right to publish all of the contents of the Advertising product, and can grant to Search Position Ltd such right, and that such publication will not: (a) infringe any rights of any third party including, without limitation, intellectual property rights and rights of privacy; and (b) violate any applicable law or regulation. (ii) The Advertising product does not contain anything that is defamatory, obscene, false or misleading (iii) It has complied with the codes of practice issued by the Committee of Advertising Practice in the UK and the Advertising Standards Authority for Ireland and all other relevant industry codes of practice. (iv) The Advertising product submitted pursuant to the Customer Order Form either: (a) does not constitute an investment advertisement within the meaning of the Financial Services Act 1986 ("the Act") or other applicable law; or (b) has been approved by an "authorised person" within the meaning of the Act or is otherwise permitted under the Act and the Customer has expressly notified Search Position Ltd in writing of this (v) It does not collect or use personal information through its Advertising product without permission from the user. The Customer may not combine, co-mingle, compare or match any information that they legally collect via its Advertising product with any personal information, clickstream or cookie information that they may have.
7.3	Hereby the Customer expressly grants to Search Position Ltd:
	(i) a non-exclusive, world-wide right to use, reproduce, publicly display, and distribute the Advertising product in accordance with the Customer Order Form and these Terms and Conditions and warrants that the Customer has the right to grant such license; (ii) the express right to reproduce throughout the world screen shots of the Advertising product supplied to the Customer by Search Position Ltd on or in any promotional or advertising material or campaign promoting or advertising Search Position Ltd (but not any promotional or advertising campaign paid for by Search Position Ltd).
7.4	In consideration of Search Position Ltd’s acceptance of such Advertising products, the Customer agrees to indemnify and hold Search Position Ltd and Search Position Ltd’s employees harmless against any and all claims actual or any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, breach of any statutory or regulatory duty, false or misleading advertising or breach of any industry advertising codes or sales practices), damages, liabilities, costs and expenses), including reasonable legal fees and expenses, arising out of or in connection to:
	(i) any material to which users are able to be linked to through the Advertising product, (ii) Search Position Ltd’s performance under the Contract, and (iii) the copying, printing, distributing, or publishing of the Advertising product by Search Position Ltd.
8	Copyright and Intellectual Propery
8.1	The entire copyright and any other intellectual property rights in the Customer Content throughout the world shall be and shall remain the exclusive property of the Customer.
9	Use of Data
9.1	The Customer hereby agrees and acknowledges that Search Position Ltd (or representatives or agents of Search Position Ltd) will collect personal data supplied by the Customer, including contact details such as names, addresses, telephone numbers and e-mail addresses, and that Search Position Ltd may use and retain any personal data supplied by and relating to the Customer for the purposes set out in this Contract. The Customer agrees that Search Position Ltd may use any Customer address or e-mail address for the purpose of contacting the Customer about Search Position Ltd 's products and services.
10	General
10.1	Search Position Ltd shall not be liable for any loss, damage or delay howsoever arising caused by events which are not reasonably foreseeable or caused by circumstances outside its reasonable control including without limitation the failure of third parties to provide necessary or desirable services, failure of infrastructure or power suppliers, denial of service or similar attacks or other reasons causing service outages which result in the prevention or delay of its performance under this Contract. Search Position Ltd shall be excused from such performance to extent of such prevention or delay.
10.2	All notices to be given under this Contract shall be in writing and shall be sent by first class post to the address on the Customer Order Form. Any notice given under this Contract, which is sent by post in accordance with this clause 10, shall be deemed to have been received two days after posting.
10.3	This Contract constitutes the entire agreement between the Customer and Search Position Ltd in relation to the Advertising product. No addition to or modification of this Contract shall be effective unless it is in writing and signed by a duly authorised representative of both the Customer and Search Position Ltd.
10.4	Nothing in this Contract shall create, or be deemed to create, a partnership or joint venture between the Customer and Search Position Ltd or the relationship of principal and agent between the Customer and Search Position Ltd.
10.5	No delay or failure on the part of either party to exercise or to enforce any right given to it by this Contract or at law, or any custom or practice of the Customer and/or Search Position Ltd at variance with the terms of this Contract shall constitute a waiver of either the Customer’s or Search Position Ltd’s respective rights under this Contract or operate so as to prevent the exercise or enforcement of any such right at any time.
10.6	If any provision of this Contract is held to be invalid or unenforceable, in whole or in part, that provision or part shall to that extent be deemed not to form part of this Contract. However, the validity and enforceability of the remainder of this Contract shall not be affected.
10.7	The Customer may not assign the whole or any part of its rights or obligations under this Contract without the prior written consent of Search Position Ltd. Search Position Ltd may assign or sub-contract the whole or any part of its rights or obligations under this Contract without restrictions.
10.8	No person has any rights under this Contract save as may be set out in it and the parties agree that the Contracts (Right of Third Parties) Act 1999 is excluded
10.9	This Contract shall be governed by and construed in accordance with English law and the Customer and Search Position Ltd submit to the non-exclusive jurisdiction of the English courts
10.9	If you want to contact Search Position Ltd our offices are open 9.00am to 5.00pm Monday to Friday, except for public holidays. See below for our telephone number, fax number, e-mail and full postal address.
Search Position Ltd Pendle Innovation Centre Brook Street Nelson Lancashire BB9 9PU Tel: 0845 055 1670 Fax: 0845 055 1671 E-mail: info@search-position.co.uk