Terms and Conditions

1. Introduction and Definitions

1.1. These Terms and Conditions ("Terms") govern the relationship between i Enterprise Ltd, trading as SEO Search Lab ("we," "us," "our"), a company registered in England and Wales (Company Number: [Insert]) with its registered office at The Deep Business Centre, Tower Street, Hull, HU1 4BG, and you, the Client ("you," "your"). 1.2. In these Terms: - "Services" means any digital marketing, eCommerce development, consultancy, or related services we provide - "Deliverables" means any outputs produced as part of the Services - "Intellectual Property Rights" means patents, rights to inventions, copyright, trademarks, database rights, and other intellectual property rights - "Contract" means the agreement between us and you for the supply of Services - "Order" means your order for Services as set out in your purchase order form or our quotation

2. Contract Formation

2.1. The Contract between us will be formed when we confirm acceptance of your Order in writing. 2.2. These Terms apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3. Supply of Services

• 3.1. We shall supply the Services to you in accordance with the specification in all material respects.
• 3.2. We shall use reasonable endeavours to meet any performance dates specified, but any such dates shall be estimates only.
• 3.3. We shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement.
• 3.4. We warrant that the Services will be provided using reasonable care and skill.
• 3.5. We may engage third parties to provide any part of the Services and shall be responsible for their acts and omissions.

4. Your Obligations

• 4.1. You shall provide us with all information and materials we reasonably require to supply the Services.
• 4.2. You warrant that all information provided is accurate and complete.
• 4.3. You shall obtain and maintain all necessary licences and consents required for the Services.
• 4.4. You shall comply with all applicable laws regarding your use of the Services.
• 4.5. If our performance is prevented by your failure to perform your obligations, we shall be entitled to suspend performance until you remedy your default.

5. Intellectual Property Rights

• 5.1. All Intellectual Property Rights in the Deliverables (excluding Your Materials) shall be owned by us.
• 5.2. Upon payment of all sums due, we grant you a non-exclusive, perpetual licence to use the Deliverables for your business purposes.
• 5.3. You grant us a licence to use Your Materials for the purpose of providing the Services.
• 5.4. Third-party materials shall be subject to their respective licence terms.
• 5.5. We warrant that the Deliverables shall not infringe any third party's Intellectual Property Rights.

6. Charges and Payment

• 6.1. The charges for the Services shall be as set out in the Order.
• 6.2. All amounts payable are exclusive of VAT.
• 6.3. Payment terms are 30 days from the date of invoice.
• 6.4. If you fail to make any payment due by the due date, we may charge interest at 8% per annum above the Bank of England's base rate.
• 6.5. You shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding.

7. Data Protection and GDPR

• 7.1. Both parties shall comply with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018.
• 7.2. We shall process personal data as set out in our Privacy Policy available at seosearchlab.com/privacy-policy.
• 7.3. We shall implement appropriate technical and organisational measures to protect personal data.
• 7.4. You warrant that you have all necessary consents and notices in place to enable lawful transfer of personal data to us.
• 7.5. We shall notify you without undue delay if we become aware of a personal data breach affecting your data.

8. Confidentiality

• 8.1. Each party undertakes to keep confidential all information of a confidential nature obtained from the other party.
• 8.2. Neither party shall use the other's confidential information for any purpose other than to perform its obligations under the Contract.
• 8.3. These confidentiality obligations shall survive termination of the Contract.
• 8.4. Nothing shall prevent either party from disclosing information which is publicly available or required by law or regulatory authority.
• 8.5. We may disclose your confidential information to our employees, officers, representatives or advisers who need to know such information.

9. Limitation of Liability

9.1. Nothing in these Terms shall limit or exclude our liability for: - Death or personal injury caused by our negligence - Fraud or fraudulent misrepresentation - Any matter in respect of which it would be unlawful for us to exclude or restrict liability 9.2. Subject to clause 9.1: - We shall not be liable for any indirect or consequential loss - Our total liability to you shall not exceed the amount paid by you for the Services in the 12 months preceding the claim

10. Termination

• 10.1. Without affecting any other right or remedy available, either party may terminate the Contract with immediate effect by giving written notice if the other party commits a material breach.
• 10.2. We may terminate the Contract if you fail to pay any amount due under the Contract within 30 days of the due date.
• 10.3. You must provide 6 months' written notice for service cancellation.
• 10.4. Management and hosting fees remain payable for 6 months after cancellation notice.
• 10.5. On termination, you shall immediately pay all outstanding unpaid invoices and interest.

11. Force Majeure

11.1. We shall not be in breach of the Contract nor liable for delay or failure in performing any obligations due to events beyond our reasonable control, including but not limited to: - Acts of God - Pandemic or epidemic - Government actions - War or national emergency - Acts of terrorism - Protests, riot, civil commotion - Fire, explosion, flood, epidemic - Lock-outs, strikes or other labour disputes - Restraints or delays affecting carriers - Inability or delay in obtaining supplies - Telecommunication or power failure

12. General Provisions

• 12.1. These Terms constitute the entire agreement between us and supersede all previous agreements.
• 12.2. No variation of the Contract shall be effective unless it is in writing and signed by both parties.
• 12.3. No failure or delay by either party shall constitute a waiver of any right or remedy.
• 12.4. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in effect.
• 12.5. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties.

13. Governing Law and Jurisdiction

13.1. These Terms and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales. 13.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.