Terms and Conditions for The Backlink People This page provides our terms and conditions which apply to the supply of any of our Link Building packages or subscriptions, listed on either http://www.thebacklinkpeople.com/ or http://www.purplepenguinmedia.co.uk/. By ordering any of our Services, you agree to these Terms and Conditions. If you do not agree to these terms, you may not purchase any services from The Backlink People. 1. DefinitionsFor the purpose of this service, the following terms shall have the following respective meanings unless specified in writing by a director of PurplePenguinMedia, “Director”. The “Agreement” refers to these terms and conditions, or the terms and conditions set out on any PurplePenguinMedia Group website. Should there be any conflict between the Agreement or any other form provided by The Backlink People, contact with a Director is required to confirm the prevailing statement. “Fees” refers to the amounts payable by the “customer”, “you”, for the service provided by the Backlink People “Us”, “We”, “Our”. The “Initial Term” refers to our minimum contract for subscription services unless specified in writing and signed by a Director. “The Service” describes the package being purchased and the associated service provided. 1.2 The headings do not affect the interpretation of the Agreement. 1.3 Any reference to a party’s employees includes its agents and sub-contractors. 2. Application of the Terms 2.1 These Terms and Conditions shall apply to and be incorporated in the Agreement. 2.2 No alteration either by addition or omission to the Agreement shall be binding on Us, unless in writing and signed by a Director. 3. Contractual Terms 3.1 Any quotation is valid only when agreed by a Director. The expiry of the quote is at a default of 7 days unless given in writing by a Director. We may withdraw it at any time by notice to the Customer. Any quotation given is not a contract until we receive an acknowledgement of order in compliance with 3.3.
3.2 Each order or acceptance of a quotation for Services by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.
3.3 No order for Services placed by the Customer shall be deemed to be accepted by us until a written acknowledgement (including email) is issued by us, or, if earlier, when PurplePenguinMedia begins to provide the Services to the Customer.
3.4 No agreement may be cancelled by the Customer except with the agreement in writing of Purple Penguin and provided that the Customer indemnifies PurplePenguinMedia in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by PurplePenguinMedia as a result of the cancellation.
3.5 Purple Penguin employees are not authorised to make any contractually binding representations concerning the Services. In entering into the Agreement, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which have not been confirmed in writing by a Director.
4. Customer’s Obligations 4.1 The Customer will provide Us with all required information, access to their website and shall provide such other reasonable assistance as We may request. Including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable us to comply with its obligations under this Agreement.
4.2 The Customer shall comply with directions and advice from Us within a reasonable period.
4.3 The Customer shall not interfere or disrupt the Service provided by Us.
5. Implementation of Service 5.1. In consideration of the payment by the Customer of the Fees in accordance with clause 11, shall provide the Services during the continuance of this Agreement.
5.2. We will use reasonable efforts to provide Customers with the Services in accordance with the time specified at the time of purchase.
5.4. Where required, We will consult relevant third parties in order to provide the Service. We shall not be liable for any act or omission by the relevant third party if such act or omission results in Us breaching our obligations under this Agreement.
5.5. We will not make changes to or update a Customer’s website prior to written or verbal consent from the Customer, stating that We have the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.
6. Link Building 6.1 We shall provide the link building services as specified on the Order Form provided by the Customer.
6.2 The number of links stated in the Order Form is the number of links that We will provide on the link building report. The number is correct at the point at which the report is generated and quality controlled, whereupon it will be emailed to the Customer.
6.3 We offer no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported on the Customer report.
7. Exclusions from Services 7.1 We shall be under no obligation to provide Services in respect of: I. problems resulting from any modifications or customisation of the domain;
II. links that are removed by third parties;
III. any domains other than those specified on the Order Form; 7.2 The Services do not include: I. the cost of any third party software upgrades or web development which We advise are required;
II. any website, hosting or other technical support; 8. Warranty We warrant to the Customer that all Services supplied under this Agreement will be carried out with reasonable care and skill by personnel whose qualifications and experience will be appropriate for the tasks to which they are allocated. 9. Contract Term The Services shall commence on the Commencement Date and shall remain active until the expiry of the package chosen. See order form for Term. Exception to this is if terminated by Us in the event of breach of this agreement. 10. Payment 10.1 The Customer shall pay the Fees without set-off, deduction or delay, in advance in the manner specified in the Payment Schedule. All prices are exclusive of VAT and any other relevant taxes. No Services shall be provided until payment has been received by Us. We shall be entitled at any time alter our Fees to accord with any change in Our standard scale of charges by giving to the Customer not less than 30 days’ prior written notice.
10.2 If We provide any services not included within the Services at the request of the Customer then We shall charge for the same at its then current price and the Customer shall pay any invoice raised in respect of the same within 14 days.
10.3 Time for payment of Our invoices shall be of the essence of the Agreement.
10.4 If the Customer fails to make payment in full on the due date, the whole of the balance of the Fees then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to Us, We may:
I. appropriate any payment made by the Customer to any outstanding sum;
II. charge interest on the amount outstanding from the due date to the date of receipt by Us, at the annual rate of 8% above the then current Bank of England base lending rate of, accruing daily and compounded quarterly; and
III. suspend all further delivery of Services until payment has been received in full and the whole account brought up to date.
10.5 The Fees are not refundable, except where otherwise stated herein.
10.6 Any and all payments returned by the Customer’s bank and credit card payments returned unpaid will incur an administration charge which under all circumstances shall be paid by the Customer 11. Termination or Suspension of Service11.1 We may, at our sole discretion, suspend the Services or terminate this Agreement if the Customer: I. fails to pay any sum due under this Agreement and such sum remains unpaid for 14 days after written notice from Us that such sum has not been paid;
II. ceases to carry on business or become insolvent, or have an administrator or receiver appointed or enter into liquidation or enter into any agreement with its creditors; or
III. fails to fulfil any of its obligations under any part of this or any other agreement that it has with Us; or IV. interferes with or impairs the Service, or Our ability to deliver the Services. V. has an outstanding balance for any previous or current month. 11.2 Termination of the Agreement, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination. 12. Dispute Resolution Procedure12.1 If any dispute arises in connection with this agreement, directors or other senior representatives of the parties with authority to settle the dispute will, within 7 days of a written request from one party to the other, act promptly and in good faith to resolve the dispute.
12.2 If the dispute is not resolved in accordance with condition 12.1, the matter shall be referred to an independent expert/solicitor, to be appointed by Us.
13. Data Protection Act13.1 If any Personal Data (as defined by the Data Protection Act 1998) is passed to Us under this Agreement then the parties agree that the Customer is the Data Controller and that We are the Data Processor.
13.2 The Customer warrants that it complies with the Data Protection Act 1998
13.3 We shall:
I. process the Personal Data only in accordance with instructions from Customer;
II. process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by Law or any Regulatory Body;
III. implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing or loss, destruction, damage, alteration or disclosure; and
IV. take reasonable steps to ensure the reliability and confidentiality of any of Smart Traffic’s personnel who have access to the Personal Data. 14. Limitation of Liability14.1 The following provisions set out the entire liability of Us, including any liability for the acts or omissions of its employees, to the Customer in respect of any breach of the Agreement and any representation, statement or tortious act or omission, including negligence, arising out of or in connection with the Agreement.
14.2 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
14.3 Nothing in these conditions excludes or limits the liability of Us for death or personal injury caused by Our negligence or fraud or fraudulent misrepresentation. Subject to:
I. We shall not be liable for any loss of profits, loss of business, depletion of goodwill or similar losses or for any special, indirect or consequential loss, costs, damages, charges or expenses howsoever arising; and
II. We accept total liability in tort, including negligence or breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to 125% of the total fees received by Us in the calendar year in which the incident occurs.
14.4 The provisions of this Clause 13 shall continue to apply notwithstanding the termination or expiry of this Agreement.
14.5 We will not be liable for any links being removed by a third party.
15. Confidentiality15.1 Save as provided in this Agreement each party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.
15.2 All content and data supplied by Us to the Customer shall at all times be and remain the exclusive property of PurplePenguinMedia, but shall be held by the Customer in safe custody at its own risk until returned to Us, and shall not be disposed of or used other than in accordance with Us written instructions or authorisation.
15.3 This condition shall survive termination of the Agreement, however caused.
16. Non-SolicitationNeither party shall, during the continuance of the Agreement, or within 6 months of its termination, whether on behalf of itself or a third party, solicit or seek to entice away any employee of the other. In the event of breach of this clause the party in default shall pay the other a sum equal to six months gross pay of the employee concerned being a pre-estimate of the cost of recruitment and training a replacement. 17. Force MajeureFor the purpose of this agreement Force Majeure refers to Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service.17.1 We shall not be liable to the Customer for any breach of its obligations under this the Agreement if such breach is due to or substantially contributed to a Force Majure event.
17.2 If a party asserts Force Majeure as an excuse for failure to perform the party's obligation, then the nonperforming party must prove that the party took reasonable steps to minimize delay or damages caused by foreseeable events, that the party substantially fulfilled all non-excused obligations, and that the other party was timely notified of the likelihood or actual occurrence of an event described in Clause 17 (Force Majeure).
18. Promotional Materials18.1 The Customer hereby agrees that We may refer to the Customer, by company or trading name, and to the existence of this Agreement in any marketing or promotional materials.
18.2 To allow Us to refer to the names above the Customer grants Us a royalty free licence to use the Customers company name, trade name and logo as required.
18. WaiverA waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. 19. Entire Agreement19.1 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
19.2 Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy (other than for breach of contract) in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
19.3 In the event of any part of this Agreement being held inapplicable or unreasonable, the remainder of the Agreement shall remain in full force and any clause held inapplicable or unreasonable shall be enforced to the fullest extent possible. 20. Assignment20.1 The Customer shall not, without the prior written consent of Us, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
20.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
21. Third Party RightsThe Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else. 22. Notices22.1 Any notice required to be given pursuant to this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions. In each case, such other address as may be notified by one party to the other.
22.2 A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
23. Governing Law and JurisdictionThe Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction. 24. Partners24.1. Partners, Agents or Consultants do not represent, are not authorised to sign anything on behalf of or agree terms on behalf of, contract for or agree either verbally or in writing any for Us.
24.2 If a Customer is refunded in part or in full fees paid for products and services from Us then any commissions paid due to that contract will be handed back from the partner or agent without discretion.
25. Changes to This Agreement25.1. We may modify this Agreement where it is required to do so, by notifying the customer in writing and giving 30 days notice where possible. This would include where changes to the law, rules applied by other authorities which require Us to modify its procedures, policies or services.
25.2. We may at any time modify this Agreement for new customers by publishing a new agreement on its website. | 
