Coffeeblack Ltd trading as Coffee Black – Web Marketing Terms
Please read these Web Marketing Terms carefully, as they set out our and your legal rights and obligations in relation to our web marketing services.
1.Definitions and interpretation
1.1 In the Agreement:
“Affiliate” means a company, firm or individual that Controls, is Controlled by, or is under common Control with the relevant company, firm or individual;
“Agreement” means the agreement between the Company and the Customer incorporating these Web Marketing Terms and the Proposal, and any amendments to it from time to time;
“Business Day” means any week day, other than a bank or public holiday in England;
“Business Hours” means between 09:00 and 17:00 on a Business Day;
“Charges” means the amounts payable by the Customer to the Company under or in relation to the Agreement (including expenses), calculated in accordance with Clause 7;
“Company” means Coffeeblack Ltd trading as Coffee Black having its office at 131 Abbotts Street, Walsall, West Midlands WS3 3BN.
“Confidential Information” means any information supplied (whether supplied in writing, orally or otherwise) by one party to the other party marked as “confidential”, described as “confidential” or reasonably understood to be confidential;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Customer” means the customer for services under the Agreement as specified in the Proposal;
“Effective Date” means the date when the Company sends to the Customer its written confirmation that the Agreement is agreed, following the Customer’s acceptance of the Proposal and these Web Marketing Terms
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Rate” means the Company’s monthly fee as specified in the Proposal and as updated at any time after the end of the Minimum Term by the Company giving at least 30 days written notice of the update to the Customer;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, domain names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Minimum Term” means the period defined starting on the Effective Date;
“Personal Data” has the meaning given to it in the Data Protection Act 1998 or the European GDPR;
“Proposal” means the proposal document issued by the Company detailing the scope of the Services and other matters relating to the Agreement;
“Services” means marketing services relating to the Website, as detailed in Clause ;
“Term” means the term of the Agreement;
“Website” means the website or websites specified in the Proposal; and
“Year” means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Effective Date or on any anniversary of contract start date.
1.2 In the Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
1.3 The Clause headings do not affect the interpretation of the Agreement.
1.4 The ejusdem generis rule is not intended to be used in the interpretation of the Agreement; it follows that a general concept or category utilised in the Agreement will not be limited by any specific examples or instances utilised in relation to such a concept or category.
This agreement shall continue for the length of months specified in the contract (the “Minimum Term”) from the Effective Date.
It shall continue for the Minimum Term and thereafter shall automatically renew for further 30 day terms (the “Renewal Term”) on the anniversary of the Effective Date until one party gives the other party written notice to terminate in accordance with clause .
3.1 From contract start date, the Company will promote the Website; and promotion of the Website may include the provision of some or all of the following Services:
(a) modification of the Website (including adding, deleting and/or altering text, images, pages, meta-tags, titles, mark-ups, style sheets, scripts, internal and external links and Website structure);
(b) paid and unpaid submission of the Website to search engines and directories;
(c) the creation and publication of material relating to the Website on other websites;
(d) drafting and issuing electronic press releases;
(e) link building;
(f) the arrangement of internet advertising including pay-per-click advertising, pay-per-view advertising, banner advertising, and other forms of paid internet advertising;
(g) the implementation and/or utilisation of affiliate marketing programmes;
(h) the management and operation of an email marketing programme; and/or
(i) other website promotion techniques whether known at the date of the Agreement or discovered or disseminated thereafter.
3.2 At regular monthly intervals during the Term, the Company will provide the Customer with written or online reports about the Services provided in relation to the Website.
4.1 The Customer will provide to the Company:
(a) the ability to access and make changes to the Website;
(b) assistance in determining appropriate keywords and keyword phrases which should be targeted using the Services;
(c) direct access to analytical data concerning the Website, such as data concerning referral sources, visitor activity, Website usage, conversion rates, and similar data; and
(d) all other co-operation, information and documentation reasonably required by the Company for the provision of the Services.
4.2 The Customer will be responsible for procuring any third party co-operation reasonably required for the provision of the Services.
4.3 The Customer will be responsible for obtaining suitable licences of third party software (such as email client software) which are required for the full use of the Services.
4.4 The Customer will be responsive to requests for data or website changes necessary for the provision of the services and will provide a response to all requirements within 14 days of the request unless unable to. The Company may suspend work until such requests for data or website changes have been completed.
5.1 The Customer must not use the Website:
(a) to host, store, send, relay or process any material; or
(b) for any purpose;
which is unlawful, illegal, fraudulent, or which breaches any applicable laws, regulations or legally binding codes, or infringes any third party rights, or may give rise to any form of legal action against the Company or the Customer or any third party.
5.2 Without prejudice to the generality of Clause [10.1], the Customer warrants that any marketing list (including any email marketing list) provided by the Customer, or on behalf of the Customer, to the Company will have been collected and collated in accordance with all applicable laws and regulations, and that the use of any such list by the Company for the purposes of the Services [in accordance with the instructions of the Customer] will not:
(a) breach any applicable laws (including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003);
(b) infringe any third party’s legal rights; or
(c) give rise to any cause of action whether against the Company, the Customer, or any other person.]
5.3 Where the Company reasonably suspects that there has been a breach of the provisions of this Clause , the Company may suspend any or all of the Services and/or the Customer’s access to any or all Services while it investigates the matter.
5.4 Any breach by the Customer of this Clause  will be deemed to be a material breach of the Agreement.
5.5 The Customer hereby indemnifies and undertakes to keep indemnified the Company against any and all liabilities, damages, losses, expenses and costs (including legal expenses and amounts paid in settlement of any claim or legal action) arising, directly or indirectly, out of any breach [or alleged breach] by the Customer of this Clause