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Terms and conditions 

SERVICE AGREEMENT

­BUSINESS TERMS AND CONDITIONS

 

Our terms and conditions are spread across multiple pages. Our terms and conditions include all of the following pages. By agreeing to our terms and conditions you are agreeing to all the pages of our terms and conditions below:

Page 1: General Terms and conditions


Page 2: Privacy Policy 


Page 3: Data sharing agreement 


Page 4: Data Processing Agreement


Page 5: Non-Circumventention


Page 6: Non Defamation 


Page 7: Introducers terms and conditions

(license holders and affiliates) 


Page 8: Recruitment terms


Page 9: Disclaimer 


Page 10: CRM Terms and conditions

Page 11: CRM GDPR 

Page 12: CRM Data Sharing Agreement

Page 13: CRM Privacy policy
 

Page 14: Franchise terms

 

CONTRACT DETAILS

This Agreement is made on the date of the confirmed agreement, or payment, between:

  • Success with Systems Ltd, a company incorporated and registered in England with company number 13233826, whose registered office is at 20-22 Wenlock Road, London, England, N1 7GU, trading as Success with Systems (“we”, “us”, “our”);

  • The Customer/Client (“you”, “your”).


BACKGROUND

The Customer wishes to engage Success with Systems for the provision of their Services. Success with Systems is willing to provide Services to the Customer in accordance with the terms of this Agreement, and as set out in Schedule 1 (“Services”).

BY USING OUR SERVICES, THE PARTIES AGREE TO THE FOLLOWING TERMS

 

CONTENTS

  1. Interpretation

  2. Commencement and Duration

  3. Success with Systems’ Responsibilities

  4. Customer’s Obligations

  5. Change Control

  6. Charges and Payment

  7. Quality of Services

  8. Intellectual Property Rights

  9. Confidentiality

  10. Limitation of Liability

  11. Termination

  12. Consequences of Termination

  13. Remedies

  14. Force Majeure

  15. Guarantee

  16. Variation

  17. Waiver

  18. Rights and Remedies

  19. Severance

  20. Non Defamation 

  21. Agreement in Full

  22. Third Party Rights

  23. Notices

  24. Governing Law and Jurisdiction

SCHEDULE 1 is attached to this Agreement.

______________________________________________________________________________

 

AGREED TERMS

  1. INTERPRETATION

    1. The following definitions and rules of interpretation apply in this Agreement:

      1. “Agreement” or “Contract” means this agreement between the Customer and Success with Systems that is made up of:

        1. The Contract Details.

        2. The Agreed Terms.

        3. Schedule 1.

      2. “Business Day” means 9am to 5pm, Monday to Friday (excluding public holidays in London).

      3. “Commencement Date” means the date that this Services Agreement was made, which can be found at the top of this document.

      4. “Confidential Information” means any information of a confidential nature as described in clause 9.

      5. “Customer’s Equipment” means any equipment, systems, or facilities provided by the Customer and used directly or indirectly in the supply of Services. This is extended to apply to any equipment, systems, or facilities which are accessed remotely.

      6. “Deliverables” means all Documents, products, and materials developed by Success with Systems or its agents, subcontractors, consultants, or employees in relation to the Services provided in any form.

      7. “Document” includes (in additional to any document in writing) any drawing, plan, diagram, design, image, tape, disk, or any other device or record embodying information in any form.

      8. “Force Majeure Event” has its definition in clause 14.1.

      9. “Guarantee” has its definition in clause 15.1.

      10. “In-put Material” means all Documents, information, and materials provided by the Customer, relating to the Services.

      11. “Intellectual Property Rights” or “IPR“ means patents; utility models; rights to inventions; copyright, neighbouring, and related rights; trademarks and service marks; business names and domain names; rights in get-up and trade dress, goodwill, and the right to sue for passing off or for unfair competition; rights in designs; database rights; rights to use, and to protective confidentiality of, confidential information (including know-how and trade secrets); and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection, which subsist or will subsist, now or in future, in any part of the world.

      12. “Return on Investment” means recouping through sales, or otherwise increased income, the amount of money paid for the services performed under this contract.

      13. “Pre-existing Materials” means all Documents, information, and materials provided by Success with Systems or its agents, subcontractors, consultants, or employees, relating to the Services, which existed prior to the Commencement Date.

      14. “Schedule 1” means the schedule attached to this Agreement.

      15. “VAT” means value added tax, chargeable under the Value Added Tax Act 1994.

      16. “Success with Systems’ Equipment” means any equipment including tools, systems, or facilities provided by Success with Systems or its agents, subcontractors, consultants, or employees and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties, under which, title passes to the Customer.

      17. “Success with Systems’ Team” means all directors, managers, employees, consultants, engineers and specialists, agents, and subcontractors engaged in relation to the Services.

      18. “Third Party Resources” means PPC Advertising Networks, Search Engines, web analytics software, PPC programs, directories or third-party websites or any other third-party resources that Success with Systems may use or employ in order to provide the Services.

      19. “Year 1” means a period of 396 days after the date of commencement of this Agreement.

      20. “Year 2” means a period of 761 days after the date of commencement of this Agreement.

      21. References to clauses and schedules are to the clauses and schedules of this Agreement, and references to paragraphs are to the paragraphs of the relevant schedule or appendix.

      22. Schedule 1 forms part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes Schedule 1.

      23. Schedules, clauses, and paragraph headings shall not affect the interpretation of this Agreement.

      24. Unless the context otherwise requires, words in the singular shall include the plural, and words in the plural shall include the singular.

      25. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

      26. Any words following the terms “including”, “include”, “in particular”, “for example”, or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term, preceding or following those terms.

      27. A reference to “writing” or “written” includes fax and e-mail.

      28. A reference to a person includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality).

      29. A reference to a party shall include that party’s personal representatives, successors, and permitted assigns.

      30. A reference to a company shall include any company, corporation, or other corporate body, wherever and however incorporated or established.

      31. A reference to a holding company or a subsidiary means a holding company or subsidiary as defined in section 1159 of the Companies Act 2006, and a company shall be treated for the purposes only of the membership requirement contained in section 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person, by way of security or in connection with the taking of security, or (b) its nominee.

      32. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

      33. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.


​2 . COMMENCEMENT AND DURATION

  1. This Agreement shall commence on the Commencement Date and continue for the period specified in Schedule 1, and after that shall continue unless the Agreement is terminated by one of the parties giving the other 1 month notice in writing (unless this Agreement is terminated in accordance with clause 10).

  2. Success with Systems shall provide the Services from the Commencement Date and shall continue to provide the Services throughout the term.

 

3 . SUCCESS WITH SYSTEMS’ RESPONSIBILITIES

  1. Success with Systems shall:

    1. Use reasonable endeavors to perform the Services and deliver any Deliverables to the Customer in accordance with Schedule 1 and shall allocate sufficient resources (including all equipment, tools, or other items required) to the Services to enable it to comply with this obligation.

    2. Ensure that all goods, materials, standards, and techniques used in providing the Services are of good quality and are free from defects in workmanship, installation, and design.

    3. Ensure Success with Systems’ Team use reasonable skill and care in the performance of the Services.

    4. Comply with all applicable laws and regulations relating to the provision of the Services; and provided that Success with Systems shall not be liable under the Agreement if, as a result of such compliance, they are in breach of any of their obligations under this Agreement.

    5. Use reasonable endeavors to meet any deadlines as to performance dates as specified in Schedule 1.

    6. Co-operate with the Customer in all matters relating to the Services.

    7. Take Reasonable care of any of the Customer’s Equipment and In-Put Material in Success with Systems’ possession and make them available for collection by the Customer on reasonable notice and request. Success with Systems may dispose of the Customer’s Equipment or In-Put Material if the Customer fails to collect them within a reasonable period after termination of this Agreement.

    8. To complete a single design of any product to a reasonable quality that is reasonably fit for purpose. The Customer agrees that, while Success with Systems may, at its sole discretion, complete redesigns for the Customer, the Customer has no right to demand a redesign and no remedy under this Agreement if no redesign is performed.

  2. The Customer agrees that Success with Systems may outsource work as we see fit. Where we make you aware of case studies provided to us by our outsourcing partners, we make no representation or warranty about their validity or truthfulness and provide them for illustrative purposes only. The Customers agrees that (a) they did not rely on any of these case studies in making their decision to enter into this Agreement, and (b) that they will have no remedy if the case studies provided are in any way inaccurate.

  3. The Customer agrees that Success with Systems will have no responsibility for data migration, or data management, or (apart from to the extent required by law) hold any responsibility for data whatsoever.

 

4 . CUSTOMER’S OBLIGATIONS

  1. The Customer Shall:

    1. Co-operate with Success with Systems in all matters relating to the Services and appoint as it thinks fit a Customer’s manager in relation to the Services, who shall have the authority contractually to bind the Customer on matters relating to the Services.

    2. Provide such information as Success with Systems may reasonably request, and the Customer considers reasonably necessary in order to carry out the Services in a timely manner and to ensure that it is accurate in all material respects.

    3. Provide Success with Systems’ Team with access to the Customer’s premises, office accommodation, data, and other facilities as reasonably required by Success with Systems’ Team to supply the Services.

    4. Pay all invoices submitted by Success with Systems in accordance with clause 6.

    5. If Success with Systems’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, Success with Systems shall:

      1. Not be liable for any costs, charges, or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

      2. Be entitled to payment of the charges despite any such prevention or delay.

      3. Be entitled to recover any additional costs, charges, or losses that Success with Systems sustains or incurs that arise directly or indirectly from such prevention or delay.

  2. The Customer shall not, without the express written permission of Success with Systems, for a period of 24 months from the earliest date of (a) commencement of this Agreement, (b) the latest performance of an action by either party under this contract, or (c) the termination of this Agreement:

    1. Employ, contract with, or otherwise engage any employee, consultant, or contractor of Success with Systems.

    2. Take any action which Success with Systems believes, at their sole discretion, is designed to enter into competition with them or any of the products they produce or services they supply or otherwise reduce their market share.

  3. The Customer acknowledges that if Clause 4.2 is breached, damages for Success with Systems will not be sufficient and Success with Systems

  4. GDPR. Customer acknowledges that they are fully responsible for all GDPR obligations, rules, laws and compliance for any sales, marketing campaign, or services managed by Success with systems Ltd. The customer agrees that they take full responsibility in ensuring that all marketing activity purchased and/or instructed by the customer is GDPR compliant. The customer agrees that Success with Systems Ltd holds no liability for any breach of GDPR as a result of working on behalf of the customer. The customer agrees they take full responsibility for all actions and use of data they have instructed Success with systems to carry out in purchasing any of their services. It is the obligation of the customer to independently research and evaluate the GDPR compliance measures required for the services they purchase from Success with systems ltd. The client acknowledges and agrees to full responsibility and liability of all GDPR breaches as of a result of any service provided by Success with Systems Ltd. 

  5. The customer agrees and declares by purchasing any service or consultancy from Success with systems, that Success with Systems Ltd, nor any of its representatives, have provided any GDPR or data privacy advice or consultancy whatsoever. All data privacy and GDPR policies must be independently researched prior to commencing any service by the client, and in purchasing any service the client has agreed they have independently researched the privacy and GDPR laws that affect their business, industry, and country and those they are advertising too, and have determined that the service they have instructed Success with systems ltd to provide is safe and within the GDPR and privacy guidelines. Success with systems Ltd, therefore, take no responsibility for any such breaches in GDPR or data privacy as a result of any service purchased. The customer by purchasing this service agrees to this in its entirety.

5 . CHANGE CONTROL

  1. If either party wishes to change the scope or execution of the Services, it shall submit details of the requested change to the other in writing.

  2. If either party has made any request to make a change to the scope or execution of the Services, Success with Systems shall, within a reasonable time, provide a written estimate to the Customer of:

    1. The likely time required to implement the change.

    2. Any necessary variations to Success with Systems’ charges arising from the change.

    3. Any other impact of the change on this Agreement.

  3. Unless both parties consent to a proposed change, there shall be no change to this Agreement.

  4. If both parties consent to a proposed change, the change shall be made only after the agreement of the necessary variations to Success with Systems’ charges, the Services, and any other relevant terms of this Agreement has been varied in accordance with clause 15.

  5. If Success with Systems requests a change to the scope or execution of the Services in order to comply with any applicable safety or statutory requirements, and such changes do not materially affect the nature or scope of, or the charges for the Services, the Customer shall not unreasonably withhold or delay consent to it. Unless Success with Systems’ request was attributable to the Customer’s non-compliance with the Customer’s obligations, neither the Success with Systems’ charges nor any other terms of this Agreement shall vary as a result of such change.
     

6 . CHARGES AND PAYMENT

  1. In consideration of the provision of the Services by Success with Systems, the Customer shall pay the charges as set out in Schedule 1 and in accordance with this clause 6. Charges are to be paid upfront and by bank transfer unless agreed otherwise in writing.

  2. Success with Systems may require you to pay a deposit to use their services. We will inform you if such a deposit is necessary and how much the deposit will be.

  3. The charges and payments by the Customer excludes VAT, which Success with Systems shall add to its invoices at the appropriate rate.

  4. The charges shall be paid in GBP, unless otherwise agreed in writing by Success with Systems.

  5. Success with Systems accepts bank transfers and this is our preferred method of payment. We may accept direct debit payments with most debit and credit cards and via PayPal, Stripe if agreed in writing prior to the transaction taking place. We do not, however, accept JCB or American Express.

  6. The Customer shall pay each invoice which is properly due and submitted to it by Success with Systems, immediately upon receipt, and to a bank account nominated in writing by Success with Systems.

  7. All amounts due under this Agreement from the Customer to Success with Systems shall be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

  8. If Success with Systems requires a deposit and the Customer fails to make payment, Success with Systems may suspend all Services until payment has been made. Success with Systems also reserves the right to terminate this Agreement if any money payable to them is not paid on the due date.

  9. If a party fails to make any payment due to the other party under this Agreement, by the due date for payment, then, without limiting the other party’s remedies under clause 17, the defaulting party shall pay interest on the overdue amount at the rate of 8 per cent per annum above the Bank of England base rate. Such interest shall accrue on a daily basis, from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount.

  10. In relation to payments disputed in good faith, interest under clause 6.9 is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment.

  11. Invoices covering payment in respect of materials purchased by, or services provided to Success with Systems, or for reimbursement of expenses, shall be payable by the Customer only if accompanied by relevant receipts and prior written approval was obtained from the Customer.

  12. The parties agree that Success with Systems may review and increase the charges from time to time at its discretion. Success with Systems will give the Customer not less than 1 month notice of any increase. If such increase is not acceptable to the Customer, it may terminate this Agreement by giving 1 month notice to Success with Systems.
     

7 . QUALITY OF SERVICES

  1. Success with Systems warrants to the Customer that:

    1. Success with Systems will perform the Services with reasonable care and skill, and in accordance with generally recognised commercial practices and standards in the industry for similar services.

    2. The Services will materially conform with all descriptions provided to the Customer by Success with Systems found in Schedule 1.

    3. The Services will be provided in accordance with all applicable legislation from time to time in force, and Success with Systems will inform the Customer as soon as it becomes aware of any changes in that legislation.

    4. The Customer’s rights under this Agreement are in addition to the statutory terms implied in favour of the Customer by the Supply of Goods and Services Act 1982 and any other statute.

    5. The provision of this clause shall survive any performance, acceptance, or payment pursuant to this Agreement and shall extend to any substituted or remedial services provided by Success with Systems.
       

8 . INTELLECTUAL PROPERTY RIGHTS

  1. Success with Systems shall own all Intellectual Property Rights in existence as at the Commencement Date and which are created in the provision of the Services. Nothing in this Agreement is intended to transfer any title, right, or interest in such Intellectual Property Rights to the Customer.

  2. In relation to any claim (including threats) or dispute brought to the Customer’s attention, the Customer shall:

    1. Upon becoming aware, notify Success with Systems of such a claim (including threats) or dispute.

    2. Allow Success with Systems to conduct all negotiations and proceedings to settle the IPR’s claim.

    3. Provide Success with Systems with reasonable assistance regarding the IPR’s claim.

    4. Not, without prior consultation with Success with Systems, make any admission in relation to the IPR’s claim or attempt to settle it, provided that Success with Systems considers and defends any IPR using competent counsel, and in such a way as not to bring the reputation of the Customer into disrepute.

 

9 . CONFIDENTIALITY

  1. Both parties undertake that each shall not, at any time during this Agreement, and for a period of 5 years after termination of this Agreement, disclose to any person any In-put Material (in the case of Success with Systems), Pre-existing Material (in the case of the Customer), technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature, or any other confidential information concerning the disclosing party’s business or its products which the receiving party may obtain in connection with entering into this Agreement, except as permitted by clause 9.2.

  2. Both parties may disclose Confidential Information:

    1. To its employees, agents, consultants, or subcontractors (and in the case of Success with Systems, Success with Systems’ Team) as is needed for the purpose of discharging its obligations under this Agreement. The party in receipt of such information shall ensure that its employees, agents, consultants, or subcontractors to whom it discloses the Confidential Information, comply with this clause 9.

    2. As may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

  3. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.

  4. All materials, equipment and tools, drawings, specifications, and data supplied by one party to the other, shall at all times be (and remain) the exclusive property of the party supplying such materials, equipment and tools, drawings, specifications, and data, but shall be held by the receiving party in safe custody at its own risk, and maintained and kept in good condition by that party until returned to the supplying party, and shall not be disposed of or used, other than in accordance with any written instruction or authorisation.

 

10 . LIMITATION OF LIABILITY

  1. Success with Systems’ total liability under or in connection with this Agreement shall be limited to the greater of:

    1. 150% the total value of this Agreement; or

    2. £100,000.

  2. This limit shall apply howsoever that liability arises, including, and without limitation, a liability arising by breach of contract, arising by tort (including, and without limitation, the tort of negligence), or arising by breach of statutory duty.

  3. Nothing within this clause shall exclude or limit liability for:

    1. Death or personal injury caused by negligence.

    2. Fraud or fraudulent misrepresentation.

  4. Success with Systems will not be liable to the Customer, whether in contract, tort, or restitution, or breach of statutory duty, or otherwise, for any:

    1. Loss of profit.

    2. Loss of goodwill.

    3. Loss of business.

    4. Loss of business opportunity.

    5. Loss of anticipated saving.

    6. Loss of corruption of data or information.

    7. Loss of contracts.

    8. Loss of use of money.

    9. Loss of actual savings.

    10. Loss of revenue.

    11. Loss of reputation.

    12. Ex gratia payments.

    13. Loss of operation time.

    14. Loss of opportunity.

    15. Special, indirect, or consequential damage or loss suffered by the Customer, arising under or in connection with this Agreement.

  5. Nothing in this Agreement shall or shall not be deemed to relieve the Customer of any common law duty to mitigate any loss or damage incurred by it.
     

11 . TERMINATION

  1. Success with Systems may terminate this Agreement with immediate effect by giving written notice to the Customer if:

    1. The Customer fails to pay any amount due under this Agreement on the due date for payment and remains in default for more than 14 days after being notified in writing to make such payment.

    2. The Customer commits a material breach of any term of this Agreement where the breach is irremediable, or if such a breach is remediable, fails to remedy that breach within a period of 14 days.

    3. The Customer repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement.

    4. A petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of the Customer’s business activities.

    5. An application is made to court (or an order is made) for the appointment of an administrator, or if notice of intention to appoint an administrator is given over the other party.
       

12 . CONSEQUENCES OF TERMINATION

  1. On termination of this Agreement for any reason, the Customer shall immediately pay to Success with Systems, all sums due and owing to it in connection with this Agreement.

  2. No refund will be due for part-performed services.

  3. Both parties shall return, destroy, or otherwise deal with, any Confidential Information as the disclosing party shall wish for it to be dealt with.

  4. On termination or expiry of this Agreement, the following clauses shall continue in force: clause 8, clause 9, clause 12 and clause 23.

  5. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
     

13 . REMEDIES

  1. If any Services are not supplied in accordance with Schedule 1 or Success with Systems fails to comply with any terms of this Agreement, the Customer shall be entitled (without prejudice to any other right or remedy) to require Success with Systems to carry out such additional work as is necessary to correct its failure.
     

14 . FORCE MAJEURE

  1. A Force Majeure Event is any circumstance not within a party’s reasonable control. This includes, without limitation:

    1. Acts of God such as flood, drought, earthquake, tsunami, or other natural disaster, epidemic, or pandemic.

    2. War, or threat of or preparation for war (including terrorist attack, armed conflict, civil war, civil commotion, or riots).

    3. Imposition of sanctions.

    4. Nuclear, chemical, or biological contamination.

    5. Sonic boom.

    6. Fire, explosion, or accident (including collapse of building).

    7. Interruption or failure of utility services.

  2. Provided it has complied with this clause 14, if a party is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, the affected party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

  3. The corresponding obligations of the other party will be suspended and its time for performance of such obligations extended to the same extent as those of the affected party.

  4. The affected party shall:

    1. As soon as practicable after the start of the Force Majeure Event, but no later than 7 Business Days from its start, notify the other party in writing of the event, the date on which it started, its likely or potential duration, and the effect of the event on its ability to perform any obligations under this Agreement.

    2. Use reasonable endeavors to mitigate the effect of the event on the performance of its obligations.
       

15 . NO GUARANTEE

  1. A guarantee does not apply in the following cases where there will be no guarantee whatsoever of future results, quantity, quality, or timeline:

    1. Any product offered to an affiliate or white label partner.

    2. The provision of E-Commerce stores.

    3. Linkedin marketing.

    4. Email marketing.

    5. Telemarketing.

    6. Omni-channel marketing solution

    7. Complete marketing solution.

    8. SEO work.

    9. Pay Per Click Advertising

    10. Social Pay Per Click advertising

    11. Display advertising.

    12. Social Media Marketing

    13. Website design and development

    14. CRM Development

    15. License purchases

    16. Franchises

  2. A Guarantee will not apply when the Customer utilises sales staff provided by Success with Systems to sell their products for them.

  3. Success with Systems reserves the right to withdraw any Guarantee at any time or to modify its contents.

  4. Success with systems may make other guarantees from time to time. In the event of Success with systems making a future guarantee, such a guarantee will also be subject to the terms in clauses 15.2, 15.3 and 15.4 and 15.5.

 

16 . VARIATION

  1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.
     

17 . WAIVER

  1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach.

  2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy.
     

18 . RIGHTS AND REMEDIES

  1. The rights and remedies provided under this Agreement are in addition to and not exclusive of any rights or remedies provided by law.

 

19 . SEVERANCE

  1. If any provision or part provision of this Agreement becomes invalid, illegal, or unenforceable, this shall not affect the validity and enforceability of the rest of this Agreement.

  2. If it comes to the attention of either party that any provision or part provision of this Agreement is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable.
     

20. NON DEFAMATION

1.   Each party agrees not to intentionally defame the other with respect to matters arising prior to the date of the execution of this Agreement.

2. Each Party agrees to refrain from (and the Company shall take reasonable steps to cause its officers and directors to refrain from), either directly or indirectly, hereafter making any defamatory comments of any type or nature whatsoever to anyone about the other party (and in the case of the Company, its employees, officers, directors, agents, consultants, affiliates, investors or business partners).

3.  Each party hereto hereby undertakes not to cause any harm to the other party’s reputation in the market and not to make, whether directly or indirectly (including through any of its affiliates, officers, employees or directors), any negative or disparaging remarks about such party or any of its affiliates, officers, employees, directors (in each case, in their capacities as such), products, services or business practices.

21 . AGREEMENT IN FULL

  1. This Agreement, including any schedules and appendixes, constitutes the entire agreement between the parties, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, understandings, correspondence and assurances between them, whether written or oral.

  2. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.
     

22 . THIRD PARTY RIGHTS

  1. No one, other than a party to this Agreement, shall have any right to enforce any of its terms. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.
     

23 .  NOTICES

  1. Any notice or other communication given to a party in connection with this Agreement shall be in writing, and shall be:

    1. Delivered either by hand, by pre-paid first-class post, or by other next working day delivery service, at the receiving party’s postal address provided in this Agreement unless otherwise stated; or

    2. Sent by email to the email address specified in writing by Success with Systems as being a suitable address for service.

  2. Any notice or communication shall be deemed to have been received:

    1. If delivered by hand, at the time the notice is left at the proper address.

    2. If sent by pre-paid first-class post, or by other next working day delivery service, at 9am on the second Business Day after posting.

    3. If sent by email, at the time of the transmission, or if this time falls outside business hours in the place of receipt, when business hours resume.

  3. This clause does not apply to the service of any proceedings or other documents in any legal action, or where applicable, any arbitration or other method of dispute resolution.

 

24 . GOVERNING LAW AND JURISDICTION

  1. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), shall be governed and construed in accordance with the law of England. We both agree that the courts of England and Wales will have exclusive jurisdiction.


BY USING OUR SERVICES, THE PARTIES AGREE TO THESE TERMS AND CONDITIONS

THIS CONTRACT HAS BEEN ENTERED INTO ON THE COMMENCEMENT DATE

 

SCHEDULE 1: SERVICES AND PRICING
 

The services, term of the services and price were as set out in the order form on https://www.successwithsystems.co.uk/accept-your-quote, by email from one of our representatives or proposal.

 

 

For all our products and services, we are unable to provide a guarantee of the exact number of hits or leads you will receive, nor that your overall number of hits or leads will increase if you use our services. We will, however, use all reasonable endeavours to help you achieve the numbers you aspire to.
 

Some products and services are subject to service specific terms, as follows:
 

SEO

  1. Success with Systems shall provide SEO Services and/or CRO Services and/or Other Recurring Services in accordance with this Agreement.

  2. Success with Systems shall not incur any charges to the Customer, without the prior written agreement and authorisation of the Customer.

  3. We do not guarantee that you will rank on any particular page of a search engine nor that you will receive a specific, nor an increased number of hits on your webpage from using our services.

  4. The Service Provider shall not have FTP access to the Website and the Website SEO materials shall be submitted to the Customer for uploading by the Customer or a third party appointed by the Customer.

  5. Success with Systems shall produce the following monthly deliverables by the end of each month:

    1. production of Keyword Report;

    2. the Website SEO;

  6. The Customer understands and acknowledges the following:

    1. The role of Success with Systems is to provide the Customer advice over the keyword or keywords to be used. It is the Customer that makes the ultimate decision on which ones to use.

    2. The times for websites to appear on search engine listings vary and Success with Systems can thus not guarantee that the Website will appear immediately on the Designated Search Engines or that its position will change immediately from that which it held prior to the SEO Services and/or CRO Services and/or Other Recurring Services being performed.

    3. Success with Systems cannot control search engines and cannot provide any guarantee that any of the Designated Search Engines will not change their policies or functionality in such a way that will have a detrimental effect on the ranking of the Website following the completion of the SEO Services.

    4. Success with Systems accepts no responsibility for any detrimental effect on the Website’s search engine rankings which results from any activity of the Customer or any third party including, but not limited to, alterations to the Website.

    5. Success with Systems makes no guarantee that the SEO Services and/or CRO Services and/or Other Recurring Services will result in the Website appearing in the top 10 search results on the Designated Search Engines.
       

PPC

  1. The Customer acknowledges and accepts the following in connection with the Services:

    1. Success with Systems is not responsible for the policies of Third Party Resources. The Website or any content on it may be excluded or banned from the Third Party Resources at any time.

    2. Many of the Third Party Resources are competitive in nature. Accordingly, Success with Systems does not guarantee the position of any PPC keyword, phrase or search term or that you will receive an increased number of hits on your website.

    3. Success with Systems’ previous performance in the provision of the Services or services similar to the Services is not indicative of any future results that Success with Systems may achieve on behalf of the Customer.

    4. PPC advertising may be subject to the individual PPC Advertising Network’s policies and procedures. Each edit or change made to such policies and procedures may affect the Campaign and the Customer acknowledges that this is outside the control of Success with Systems. Success with Systems will endeavour to rectify any negative affects on the Campaign arising from an edit or change to these policies and procedures.

    5. A Search Engine or PPC Advertising Network may drop a listing for no apparent or predictable reason. If the listing does not reappear in the Search Engine or PPC Advertising Network within a reasonable period of time Success with Systems will re-submit the Resources based on the current policies of the Search Engine or PPC Advertising Network.

    6. Unless otherwise agreed in the PPC Brief, Success with Systems does not guarantee the placement of the Customer’s advertising, its availability or availability related to the fund’s in the Customer’s account with the Search Engine or PPC Advertising Network.

    7. Success with Systems will use all reasonable endeavours to keep the Customer informed of any changes to Third Party Resources, industry practice or any other changes that Success with Systems is made aware of which may impact the Campaign and the provision of the Services. However, Success with Systems may not become aware of such changes.
       

Website Development

  1. This service will be provided at the cost quoted.

  2. Success with Systems will provide 12 months hosting if the Customer is using a WordPress hosted website as its information website, sales page, quote builder, or of any other category that Success with Systems believes, at its sole discretion, falls under this paragraph.

  3. Such hosting will not be included if the Customer is using any 3rd party website builder such as Shopify or Wix, or where the domain is included, or if the Customer doesn’t have a domain, where the theme is included, or the content (whether written content, images, or both) is not included.
     

CRM Services

  1. CRM Services will be as advertised to the Customer by Success with Systems subject to this Agreement. Where there is a conflict between this Agreement and the representations of Success with Systems, its agents, and employees, this Agreement will prevail.
     

LinkedIn Marketing, Email Marketing, Telemarketing

  1. These products are provided subject to the terms of this Agreement.

  2. In every service all quoted number of emails/linkedin connections/telephone numbers are all approximate figures and no fixed number can ever be guaranteed. Any quotation of any number of email sent, or LinkedIn connections sent or phone calls made are always a target but not what will be delivered. The customer agrees that when purchasing any of these services that the figure quoted will only ever be a target figure not a delivery figure. Success with systems offer zero guarantee to the number of prospects contacted in any given campaign and holds zero liability for the number of prospects sold. The client by purchasing any of these services understands and agrees to these terms. 

  3. Warning. LinkedIn can restrict, limit and even close your account for using automation. If you are concerned then you should not purchase this service. By purchasing this linkedin service you agree you have understood the dangers of using LinkedIn automation and take 100% responsibility of any limitations that happen on your account. Success with systems Ltd will take precautions to prevent this from happening but it is not guaranteed and it remains a possibility that your LinkedIn account could be restricted or closed. Success with systems hold no liability if this happens, and by purchasing this service you agree that Success with systems hold no liability for any losses incurred in the closure or restrictions held on your account. 
     

Omnichannel

  1. Unless Success with Systems confirms in writing that the Omnichannel service it is providing to the Customer is Guaranteed, both parties agree that it will be deemed to be Not Guaranteed. 

  2. Subject to the terms of Clause 15 of the Agreement above, for Guaranteed Omnichannel, Success with Systems will provide (a) a minimum target number of appointments and/or leads and (b) a target date for meeting this target. Where the Customer does not meet this minimum number of appointments or leads by the target date, Success with Systems will provide one month of the service to the Customer for no additional charge.
     

Social Media Marketing

  1. Unless explicitly agreed by Success with Systems in writing, quotes provided for social media accounts are per account.

  2. The number of social media posts to be made in any package are those that have been quoted to the Customer by Success with Systems.

 

 

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