Terms And Conditions for websites

Terms And Conditions for SEO Services

These terms and conditions (Terms) are agreed between Spoton.net Limited, registered in England and Wales with Company number 06139437 and with the registered address of 167-169 Union Street, Torquay, Devon, TQ1 4BX (“we”, “us”, “our”) and the Client (“you”, “your”).

AGREED TERMS

1 Interpretation

1.1 The following definitions and rules of interpretation in this clause apply in these Terms:

Agreement: the agreement between you and us for the supply of Services in accordance with these Terms and the Order Specification.

Business Day: means a day other than (1) a Saturday or Sunday, (2) a public holiday in England when banks in London are not open for business; or (3) any other day between 24th December and 1st January.

Briefing Form: means the SEO briefing form to be completed by the Client.

Charges: the charges payable by you for the supply of the Services by us, as set out in the Order Specification.

Client: the person, firm or company who purchases Services from us, whose details are set out in the Order Specification.

Confidential Information: means all information (however recorded or preserved) disclosed by a party to the other party, where the information is:

(a) identified as confidential at the time of disclosure; or

(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

Data Protection Legislation: means the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any other directly applicable European Union regulation relating to privacy.

Data Subject: has the meaning set out in Article 4(1) of the GDPR.

Deliverables: any output of the Services to be provided by us to you as specified in the Order Specification and any other documents, products, reports and materials provided by us to you in relation to the Services (excluding the Supplied Content).

Effective Date: means the date that you accept these Terms.

Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks 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 unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the 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 the future in any part of the world.

Order Specification: means the electronic document which details the Services, prices, package and associated information to your purchase.

Minimum Term: the minimum term of the Agreement as set out in the Order Specification.

Package: means the SEO package as set out in the Order Specification.

Personal Data: has the meaning set out in Article 4(1) of the GDPR.

Services: means the site optimisation services to be provided by us pursuant to the Agreement as set out in the Order Specification.

Site: means the Client’s website outlined in the Order Specification or as otherwise agreed between the parties.

Software: means any software, whether owned by us or a third party, used or supplied by us as part of the Services, including our it'seeze content management software.

Supplied Content: means all content, information, images and materials in any form, whether owned by you or a third party, which are provided by you to us in connection with the Services and anything added to the Site by you using the it'seeze or any third party content management system.

Third Party Suppliers: means the third party suppliers set out in Schedule 1.

UK Data Protection Legislation: means any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.

1.2 Clause and Schedule headings do not affect the interpretation of these Terms.

1.3 References to clauses and Schedules are (unless otherwise provided) references to the clauses and Schedules of these Terms.

1.4 In the event and to the extent only of any conflict between the clauses and the Schedules, the clauses shall prevail.

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

1.6 Unless expressly provided otherwise in these Terms, a reference to legislation or a legislative provision is (i) a reference to it as amended, extended or re-enacted from time to time and (ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.7 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 those terms.

1.8 A reference to writing or written includes email but not fax.

2 Scope of the services

2.1 We shall use reasonable endeavours to supply the Services and will use reasonable care and skill in our performance of the Services.

2.2 You must complete and submit the Briefing Form to us. Service delivery is contingent upon the completion and submission of the Briefing Form and the Site being live. We are unable to commence the Services until both of these conditions are met. Any delays in fulfilling these conditions may result in corresponding delays to the commencement of the Services, for which we will not be held liable.

2.3 We will optimise the Site in accordance with the specifications outlined in the Briefing Form supplied by you. Any amendments or additional requests outside the scope of the original brief may be subject to additional charges. It is your responsibility to ensure the accuracy and completeness of the information provided in the Briefing Form.

2.4 We shall use reasonable endeavours to meet any performance dates specified in the Order Specification but any such dates shall be estimates only and time for performance by us shall not be of the essence of the Agreement.

2.5 We will perform optimisation work limited to the number of hours for which payment has been made. Any additional work beyond this allocation will require our agreement and may incur additional charges.

2.6 The Services are intended to serve the following purposes:

(a) to provide the Client with increased exposure in search engines; and

(b) to drive targeted online traffic to the Site.

2.7 Our Services include but are not limited to

  (a) researching keywords and phrases to select appropriate, relevant search terms;

  (b) developing strategy, planning & onsite optimisation; and

(c) other optimisation services included in the Package at time of sign up, which are subject to change during the term of the Agreement in accordance with these Terms.

2.8 We will provide advisory start dates for the Services based on the information available at the time. However, these dates are estimates and subject to change. We shall not be held liable for any changes to the advised start dates, regardless of the reason for the delay or alteration.

3 Your responsibilities

3.1 You acknowledge that our ability to provide the Services is dependent upon your full and timely co-operation (which you agree to provide), as well as the accuracy and completeness of any information and data you provide to us. Accordingly, you shall provide us with access to, and use of, all information, data and documentation reasonably required by us for the performance by us of our obligations under the Agreement.

3.2 You shall be responsible for the accuracy and completeness of the Briefing Form and the Supplied Content on the Site.

3.3 You shall provide us with administrative and backend access to the Site for the purposes of adding content, analysing content and reviewing or adjusting the Site’s structure. This access must be granted for the duration of the Agreement to ensure the proper performance of the Services

3.4 You shall acquire and maintain all necessary permissions, consents or licences which are required to enable us to provide the Services.

3.5 You grant us permission to make any necessary changes to the Site for the purpose of optimisation.

3.6 You authorise us to communicate directly with any third parties, including but not limited to web hosting providers and developers, as reasonably required to perform the Services.

3.7 You authorise us to liaise with any third parties and create backlinks as part of the optimisation process to improve search engine results. Whilst we will use reasonable care and skill in creating backlinks, we shall not be held liable for any negative impacts, including but not limited to ranking changes, arising from the backlinks created during or after the conclusion of this Agreement.

3.8 You hereby grant us unlimited access to the Site’s existing traffic statistics for analysis and tracking purposes, including any statistics about the Site provided by third-parties such as Google.

3.9 You must notify us in writing of any changes to your business, services or requirements so that these changes can be reflected in the optimisation work. Failure to do so may affect the performance of the Services, and we are not liable for any resulting issues.

3.10 You shall be responsible (at your own cost) for providing and maintaining any necessary communications equipment, telephone service and internet connectivity in order to enable us to supply the Services.

3.11 We will not be liable for any delay or failure to provide the Services where such delay or failure is due to your failure to comply with the provisions of this clause 3.

4 Additional services and changes to services

4.1 Any additional services will be as listed in the Order Specification.

4.2 We reserve the right to make reasonable changes to the Services provided within the Package from time to time during the term of the Agreement. Such changes may be implemented to maintain or enhance the quality or functionality of the Services and will not substantially diminish the overall value of the Package. Notice of any material changes will be provided to you in advance.

5 Third party products

5.1 Products provided by Third Party Suppliers shall be supplied in accordance with the relevant licensor's standard terms. Any one-off licence fee for such Third Party Suppliers products is included in the Order Specification or will be provided to you when it becomes required.

6 Charges and payment

6.1 The Client shall pay the Charges in accordance with the Order Specification and this clause 6.

6.2 Upon acceptance of these Terms, any monthly payments are due on the dates specified in the Order Specification. The exact start date for the Services will be communicated to you by us.

6.3 All Charges are exclusive of VAT and you shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice.

6.4 Without prejudice to any other right or remedy that we may have, if you fail to pay us any sum due under this Agreement on the due date:

(a) we may charge interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and

(b) we may suspend all or part of the Services until payment has been made in full.

6.5 If you fail to make payment for the Charges in accordance with the Order Specification we may attempt to take payment at 7 day intervals for one month.

7 Consumer rights

7.1 This clause applies to consumers only.

7.2 If you are a consumer, you have the right to cancel within a period of 14 days from placing your order. However, once we have completed the Services you cannot change your mind, even if the period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.

Summary of key legal rights as a consumer

This is a summary of your key legal rights as a consumer. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.

Your product is services and therefore the Consumer Rights Act 2015 says:

- you can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some moneyback if we can't fix it.

- if you haven't agreed a price beforehand, what you're asked to pay must be reasonable.

- if you haven't agreed a time beforehand, it must be carried out within a reasonable time.

8 Warranties

8.1 We shall perform the Services with reasonable care and skill.

8.2 The Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Services. All conditions, warranties or other terms concerning the Services which might otherwise be implied into the Agreement or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

8.3 We do not warrant that:

(a) your use of the Services or the Site will be uninterrupted or error-free; or

(b) the Services or the Site will be free from vulnerabilities.

9 Limitation of remedies and liability

9.1 Nothing in these Terms shall operate to exclude or limit our liability for:

(a) death or personal injury caused by its negligence; or

(b) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(c) fraud; or

(d) any other liability which cannot be excluded or limited under applicable law.

9.2 We shall not be liable to you for any damage to software, damage to or loss of data, loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage. We shall also not be liable for any loss of website rankings as part of the Services.

9.3 We shall not be responsible for any loss or damage caused by changes to the Site by yourself or third parties, including but not limited to changes that adversely affect the search engine results.

9.4 Due to the nature of the Services, website rankings and website enquiries may fluctuate from time to time and we shall not be liable for any losses caused by such changes.

9.5 We shall not be liable for any misinformation, inaccuracies, or errors in the content on the Site. It is your responsibility to review and verify the accuracy of all changes made to the Site.

9.6 Subject to Clause 9.1, our aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with the Agreement or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total charges payable by you to us under the Agreement in that calendar year. In this clause:

(a) calendar year means a 12-month period commencing with the Effective Date or any anniversary of it; and

(b) total charges means all sums paid by you and all sums payable under the Agreement in respect of services actually supplied by us, whether or not invoiced to you.

10 Intellectual property rights

10.1 All Intellectual Property Rights in the Software, but excluding the Supplied Content, shall be our property, and we hereby grant you a non-exclusive licence of such Intellectual Property Rights for the purpose of receiving and using the Services.

10.2 In relation to the Deliverables:

(a) we and our licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Supplied Content;

(b) we grant you, or shall procure the direct grant to you of a worldwide, non-exclusive licence during the term of the Agreement to copy and modify the Deliverables (excluding the Supplied Content) for the purpose of receiving and using the Services and the Deliverables in its business.

10.3 In relation to the Supplied Content, you and your licensors shall retain ownership of all Intellectual Property Rights in the Supplied Content and you shall grant to us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Supplied Content for the term of the Agreement for the purpose of providing the Services to you.

10.4 You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Supplied Content infringes the Intellectual Property Rights of a third party.

10.5 We may licence content ("Stock Content") from third parties for use on the Site. You understand that such licences prohibit the use of Stock Content outside of your Site, such as in marketing or promotional materials that you produce. You agree to comply with these restrictions.

11 Site content

11.1 You may update the Site with Supplied Content provided from time to time by you using the it'seeze content management system software. You shall ensure that the Supplied Content does not infringe any applicable laws, regulations or third party rights (including Supplied Content which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights) (Inappropriate Content).

11.2 You shall ensure that the Site at no point breaches our Acceptable Use Policy which can be found at https://itseeze.com/acceptable-use-policy/.

11.3 We shall include only Supplied Content on the Site. You acknowledge that we have no control over any content placed on the Site by visitors to the Site and do not purport to monitor the content of the Site. We reserve the right to remove content from the Site where we reasonably suspect that such content is Inappropriate Content or is in breach of our Acceptable Use Policy. We shall notify you promptly if we become aware of any allegation that any content on the Site may be Inappropriate Content.

11.4 You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Supplied Content constitutes Inappropriate Content or in breach of our Acceptable Use Policy.

12 Data protection

12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 12 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. In this Clause 12, Applicable Laws means (for so long as and to the extent that they apply to us) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

12.2 The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and we are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).

12.3 Without prejudice to the generality of Clause 12.1, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to us for the duration and purposes of the Agreement.

12.4 Without prejudice to the generality of Clause 12.1, then we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under the Agreement:

(a) process that Personal Data only on your written instructions unless you are required by Applicable Laws to otherwise process that Personal Data. Where we rely on laws of a member of the European Union or European Union law as the basis for processing Personal Data, then we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;

(b) ensure that we have in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) not transfer any Personal Data outside the European Economic Area unless the following conditions are fulfilled:

(i) You or we have provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rightsand effective legal remedies;

(iii) we comply with our obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) we comply with reasonable instructions notified to us in advance by you with respect to the processing of the Personal Data;

(d) assist you at your cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(e) notify you without undue delay on becoming aware of a Personal Data breach;

(f) at the written direction of you, delete or return Personal Data and copies thereof to you on termination of the Agreement unless required by Applicable Law to store the PersonalData; and

(g) maintain complete and accurate records and information to demonstrate its compliance with this Clause 12.

12.5 You consent to us appointing third parties as listed in Schedule 1 as third-party processors of Personal Data under the Agreement. We confirm that for each third party processor we have or will enter into a written agreement substantially on that third party's standard terms of business or incorporating terms which are substantially similar to those set out in this Clause 12. As between both parties we shall remain fully liable for all acts or omissions of any third-party processors appointed by it pursuant to this Clause 12.

12.6 Either party may, at any time on not less than 30 days' notice, revise this Clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to the Agreement).

13 Term and termination

13.1 The Agreement shall commence on the Effective Date and shall continue for the Minimum Term. Upon the expiry of the Minimum Term, the Agreement shall continue until either party gives to the other party one months' written notice to terminate. Failure to terminate this Agreement will allow the Agreement to run on a monthly rolling basis.

13.2 Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of the Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so.

13.3 Without affecting any other right or remedy available to us, we may terminate the Agreement with immediate effect by giving written notice to you if:

(a) you fail to pay an amount due under the Agreement on the due date for payment and remain in default not less than 14 days after being notified in writing to make such payment;

(b) you take or have taken against you (other than in relation to a solvent restructuring) any step or action towards you entering bankruptcy, administration, liquidation or any composition or arrangement with your creditors, being wound up (whether voluntarily or by court order), being struck off the register of companies, having a receiver appointed to any of your assets, or you entering a procedure in any jurisdiction with a similar effect to the events listed in this clause; or

(c) you suspend or ceases, orthreatens to suspend or cease, carrying on business.

13.4 On termination of the Agreement, you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt.

13.5 On termination of the Agreement, all licences granted by us under the Agreement shall terminate immediately.

13.6 On termination of the Agreement, you shall reimburse us any third party charges that we incur as a result of such termination. 

13.7 On termination of the Agreement any amounts due to third party suppliers for their services (as listed in the Order Specification or that have been expressed to you throughout the course of the Agreement) will fall due directly from you.

13.8 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.

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

14 Change control

14.1 Any request to change the scope of the Services will need to be agreed by us. Any work required to change the scope of the Services will need to be reviewed by us and any additional costs will be agreed separately on a case by case basis.

15 Force majeure

15.1 In this clause, Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b) epidemicor pandemic;

(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

(d) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;

(e) collapse of buildings, fire, explosion or accident; or

(f) interruption or failure of utility service.

15.2 Provided it has complied with Clause 15.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under the Agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of the 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.

15.3 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.

15.4 The Affected Party shall:

(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than 14 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

15.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 2 months the party not affected by the Force Majeure Event may terminate the Agreement by giving 14 days’ written notice to the Affected Party.

16 Confidentiality

Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

16.2 Confidential Information may be disclosed by the receiving party to its employees, affiliates, subcontractors and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

16.3 The obligations set out in this Clause 16 shall not apply to Confidential Information which the receiving party can demonstrate:

(a) is or has become publicly known other than through breach of this Clause 16; or

(b) was in possession of the receiving party prior to disclosure by the other party; or

(c) was received by the receiving party from an independent third party who has full right of disclosure; or

(d) was independently developed by the receiving party; or

(e) was required to be disclosed by a governmental authority, stock exchange or regulatory body, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

16.4 The obligations of confidentiality in this Clause 16 shall not be affected by the expiry or termination of the A greement.

17 Notices

17.1 Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the address specified in the Order Specification.

17.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

(c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 17.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

17.3 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.

18 Publicity

18.1 You give us the authority to publicise details of work we have undertaken for you (including details about your live Site) within our portfolio for the purpose of marketing.

19 Assignment

19.1 You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Agreement without our prior written consent.

19.2 We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under the Agreement. You acknowledge that we may subcontract or delegate any or all of our obligations under the Agreement to any of our franchisees in the Spoton.net franchise network without your prior consent.

20 Third party rights

20.1 The Agreement does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

20.2 The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.

21 Variation

21.1 We reserve the right to vary these Terms from time to time without your consent, subject to providing you with one month's notice of such amendments.

22 Waiver

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

22.2 A failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

23 Rights and remedies

23.1 Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

24 Severance

24.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement.

24.2 If any provision or part-provision of the Agreement is deemed deleted under Clause 24.1, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

25 Governing law

25.1 The Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

26 Jurisdiction

26.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreement or its subject matter or formation.

Schedule 1: Third party suppliers

Any franchisees in the Spoton.net franchise network (our franchisees include Alex Crees T/A it'seeze Cardiff, Andrew Axtell T/A it'seeze Milton Keynes, Ann Naylor T/A it'seeze Windsor, Blue Switch Marketing Ltd T/A it'seeze Northampton, Cotswold Digital Solutions Ltd T/A it'seeze Gloucestershire, Cubagua Ltd T/A it'seeze South Birmingham, Descom Marketing Ltd T/A it'seeze Hull, Descom Marketing Ltd T/A it'seeze Leeds, Digital Websites Ltd T/A it'seeze Gravesend, Eatmorefish Ltd T/A it'seeze Leicester, Futurewerks Ltd T/A it'seeze Nottingham, Futurewerks Ltd T/A it'seeze Warwick, GFS Marketing Ltd T/A it'seeze York, i-web solutions Ltd T/A it'seeze Camberley, James Byles T/A it'seeze Portsmouth, Leading Motion Ltd T/A it'seeze Colchester, Leading Motion Ltd T/A it'seeze Ipswich, LHW Consulting Ltd T/A it'seeze Torbay & Exeter, Mark Burton T/A it'seeze South Manchester, Matthew Hambleton T/A it'seeze Worthing & Horsham, Penzance Websites Limited T/A it'seeze Penzance, Rage Web Design Ltd T/A it'seeze Ashford, Roma Trading Ltd T/A it'seeze Scarborough, Stephen Sibbit T/A it'seeze Watford, Steve Taber T/A it'seeze Dublin, Suzy Perry Ltd T/A it'seeze Bristol, The Pureblue (2000) Ltd T/A it'seeze Coventry & Rugby, and Web Services Ltd T/A it'seeze Knutsford)

Backblaze, Inc.

Cloudflare, Inc.

Dropbox International Unlimited Company

Fasthosts

Freshworks Inc.

GitHub, Inc.

GoDaddy Operating Company, LLC

Google

Hike SEO Ltd

In-Tuition Networks Ltd

iomart Group PLC

Mango Technologies, Inc.

Marcaria.com International Inc.

Namecheap, Inc.

Namesco Limited Namesco Ireland Ltd

Nominet

Onecom Ltd

Pale Purple Limited

Slack Technologies Limited

WhatsApp LLC

Name: Date: Signature: