Terms | UltimateIndexing.com

Terms and Conditions

15th March 2023 version

DEFINITIONS

In these terms the following words and expressions have the following meanings unless the contrary intention appears:

"Us, Our, We" the limited company registered in England and Wales (No. 4588777).

"You, Your" The purchaser of the services, whose Service Contract is accepted by us.

"Service Contract" The completed checkout purchase transaction document on this website which includes the acceptance by us of your offer to obtain indexing services and the acceptance by you of these Terms and Conditions.

"Credits Fee" The Credits Fee as detailed in the Service Contract. The Credits Fee is charged once on the contract date at the checkout stage when purchasing credits.

"Additional Charges" The charges (if any) in relation to the Additional Services.

"Additional services" The Additional Services (if any) set out in the Service Contract at the checkout stage when purchasing.

"Charges" The Charges are comprised of any or all of the following: the Credits Fee paid at the checkout stage and the Additional Charges.

"Webpages" The web pages, urls and backlinks you submit to our website.

"Submission" The process of notifying Google of the existence of the Webpages and requesting that the Search Engine includes the Webpages within its database.

"Contract" Exclusively: the Service Contract and these trading terms.

"Support" Any response by us to you during the Term. All support shall be exclusively by email. Telephone support shall not be provided. We cannot provide advice or technical support for any aspect of your own website or for any services not supplied in whole by us.

"Service" Work carried out by us for you, and facilities provided by us to you or for your use.

"Term" From the date of receipt of the valid Service Contract at the time of purchase to the date upon which the Contract is terminated.

"Login Details" The username and password for the purpose of allowing you access to your member details including order history.

"Core Service" As detailed in the clause headed Core Service.

1 General

1.1 The following are the legal terms and conditions of an agreement between you and us. These terms and conditions and the Service Contract constitute and set out the entire agreement (the Contract) between you and us relating to the subject matter in the Contract. If there is any inconsistency between these documents they shall take precedence in that priority order. The Contract supersedes and replaces all prior communications, drafts, contracts, representations, warranties, undertakings and agreements of whatever nature whether oral or written, between the parties to the Contract.

1.2 If any term or provision in this Contract shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this agreement but the validity and enforceability of the remainder of the agreement shall not be affected.

1.3 The headings of this Contract shall not affect its interpretation.

1.4 Provisions of these Terms and Conditions that either are expressed to survive its termination or from their nature or context it is contemplated by us that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.

1.5 We may assign or otherwise transfer this Contract at any time. You may not assign or otherwise transfer this Contract or any part of it without our written consent.

1.6 The waiver or forbearance or failure of a party in insisting in any one or more instances on the performance of any provision of this Contract shall not be construed as a waiver or relinquishment of that party's rights to future performance of such provision and the other party's obligations in respect of such future performance shall continue in full force and effect.

1.7 The interpretation, construction, effect and enforceability of this Contract shall be governed by English Law, and the parties agree to submit to the exclusive jurisdiction of the English Courts.

1.8 No alteration, variation or addition to the agreement shall be effective unless made in writing on or after the date of purchase at the checkout stage of this agreement by both parties and accepted by an authorised signatory of both parties.

1.9 Words importing the singular include the plural, words importing any gender include every gender and words importing persons include bodies corporate and unincorporated and in each case vice versa.

1.10 References to any statute, statutory provision or other enactment and any British or other standard include a reference to that statute, provision, enactment or standard as from time to time amended, extended or re-enacted.

1.11 Except as expressly stated herein to the contrary, all notices documents consents approvals or other communications (a "Notice") to be given under this agreement shall be in writing and shall be transmitted by registered or recorded delivery mail, or by email in a form generating a record copy to the party being served at the relevant address for that party shown on the order form or at such other address as either party may notify to the other for this purpose from time to time. Any Notice sent by mail shall be deemed to have been duly served three working days after the date of posting. Any Notice sent by telex, facsimile or other electronic means shall be deemed to have been duly served at the time of transmission. This clause does not affect the responsibility of you to regularly review our website for any alterations/amendments to the terms and conditions which would be binding on you.

It is your responsibility to inform us of all billing address changes and any changes relating to your ability to be contacted.

2 Provision of Service

2.1 You shall do all things and provide all such information as is reasonably required for us to provide the Service(s) in accordance with the Contract.

2.2 We reserve the right to suspend any or all of our services in the event of non-payment of any overdue invoice (pro-forma or otherwise). Such suspension of services (in whole or in part) also suspends all of our obligations to you (whether or not directly related to the portion(s) of services suspended), but all of our rights, as well as all of your obligations to us, in the matter of payment or any other matter, remain in full force and effect.

2.3 We may change the technical specification of the Service at any time, with a view to improving the Service.

2.4 We have the right to deny Customer Support to you if you fail to demonstrate to our representative upon receipt of a phone call or e-mail from you that you are indeed our customer and therefore authorised to request that changes be made on your account. You acknowledge that it may not always be possible for us to guarantee that breaches will not occur and therefore agree to cooperate with our staff in their requests for Client authentication.

2.5 You hereby agree that we may record and/or monitor communications between our respective parties for quality and contractual purposes.

2.6 For our "Get Urls Indexed" service we will encourage the Google robot to start to crawl the Webpages you have submitted to us within approximately 2 working days of receiving the webpages you submit to us. The time taken to do so may on occasion take longer but Google usually starts to index the webpages within a week.

2.7 For our "Check whether Urls are Indexed" service we will produce a report for you to view detailing whether we believe your webpages are included in the Google index. This report will be available within approximately 2 working days of receiving the webpages you submit to us.

3 Payment

3.1 Payment by you of our invoice(s) or services is due immediately (unless specified otherwise in the contract or on the invoice), whether the Charges are disputed or not, and is not conditional on any event having taken place other than the generation of an invoice or completion of a purchase at the checkout stage on our website.

3.2 If you are overdue with any payment(s), then without prejudice to our other rights and remedies, you shall be liable to pay to us: a flat fee of two hundred and fifty pounds, the costs of our solicitors, any court, travel and/or accommodation fees incurred by us in the course of attempting to extract payment from you and interest on the amount payable at an annual rate of 30%, which interest shall accrue on a daily basis, compounded monthly from the date payment becomes overdue until we have received payment of the overdue amount together with all interest.

3.3 If payment is made by Credit/Debit card or PayPal or any similar method, and any payment due under this agreement is reclaimed by you through the credit/debit card company as a chargeback, query or similar, we will oppose and recover the chargeback upon demonstrating to said company your legal liability for such payment. You will then be liable for a further charge of two hundred pounds, due immediately.

3.4 Subject to clause 3.3, if a credit card or debit card is on file with us, you acknowledge that we will automatically take payment via that device when a purchase is made by you in our store..

3.5 If you have chosen to pay by Credit/Debit card, Standing Order or Direct Debit, and payment due via such method is not received by us when it is due, irrespective of the reason for the non-payment, you will be liable to make the due payment in full within two working days. If payment is not made within this time period, we reserve the right to withdraw any discounts that may have been offered and immediately invoice you for all Charges for the contract period, which must be paid exclusively by either bank transfer or by cheque.

3.6 The Service Fee is consideration exclusively for credits to be used for the Core Service.

3.7 Should you choose to pay for any ongoing fees by Standing Order or Direct Debit, the completed Standing Order or direct debit form must be returned to us within two working days from the beginning of the Term, otherwise we reserve the right to withdraw any discounts that may have been offered and immediately invoice you for all Charges for the contract period.

3.9 Where a product or service is offered under a promotion at a discounted price or for free for a specific order, the product will be charged at the full price for all subsequent orders, unless we choose to renegotiate the price with you.

3.10 Note any loyalty points you have accrued may be used when paying. We reserve the right to discontinue our loyalty reward scheme at any time and any points accrued by you will not be refundable as cash or against any other payment methods including credit or debit cards, PayPal, bank transfers or similar methods although we may offer you a discount against future orders at our own discretion.

3.11 We charge in UK £ GB Pound Sterling. If you are outside the UK we estimate the price in your local currency and you acknowledge this will not match exactly what you are charged by your card issuer as their exchange rate & fees may vary.

4 Term

4.1 This Contract shall have an initial contract period from the date of an order being placed to the final day on which a report is due for the webpages submitted to us (unless otherwise specified by us in the Service Contract). The term usually lasts from a few days to approximately 30 days depending on the number of drip feed days (the number of days over which you want the webpages submitted to Google) specified by you when purchasing.

4.2 This contract may be terminated by us by immediately by providing written notice if: -

(a) We go into liquidation or makes any arrangement or composition with its creditors or is otherwise unable to pay its debts within the meaning of Section 123 Insolvency Act 1986;

(b) Our ability to carry out its obligations under this Contract is prevented or substantially interfered with for any reason including without limitation by reason of any regulation law decree or any act of state or other action of a government;

(c) We commit any material breach of any of our obligations under this Contract and fail to remedy such breach within thirty days of receipt of your notice specifying the breach.

4.3 Termination of this Contract does not affect the rights and liabilities of either party subsisting at the date of termination.

4.4 On termination of this Contract for any reason, we may cease to provide all services to you with immediate effect. Irrespective of our decision, all Charges for the Service shall be due and payable in full immediately whether or not then due and you shall have no right to withhold or set off such amounts.

4.5 Should this agreement be terminated due to your breach of contract, however so arising, all Charges for the Term shall become due and payable in full immediately whether or not previously due and you shall have no right to withhold or set off such amounts.

4.6 There is no cancellation policy in place and no refunds are given. You agree that your access to our service constitutes a digital service/download which you consent to and agree to start receiving immediately after you place an order in our online shop. This is a business to business contract (not a business to consumer contract). Therefore consumer protection (distance selling) Regulations 2000 and the UK Consumer Contracts Regulation are not applicable and there is no cooling off period available.. This is further confirmed by you when you choose to submit a list of the webpages to be indexed to us..

5 Confidentiality

5.1 You shall ensure that your employees, agents, and sub-contractors shall keep confidential and neither use nor disclose to any third party any material or information relating to the Contract and/or our business which you may acquire in the course of or in accordance with this Contract, with the exceptions that it may be disclosed where such information or material was in your possession and you had the full right to disclose it prior to the formation of the Contract between you and us, or where you are required to do so by law, or where you are disclosing it during the course of legal action between yourselves and us (instigated by either party), in which case disclosure may only be made to the court and to any expert witnesses retained during the course of such proceedings.

6 Force Majeure

6.1 Neither party shall be liable for any delay in performing or failure to perform its obligations to the extent that and for so long as the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control (an "event of force majeure"), provided the same arises without the fault or negligence of such party and the affected party notifies the other party within two working weeks of becoming aware of the same of such event of force majeure and the manner and extent to which its obligations are likely to be prevented or delayed, and provided also that the occurrence of any such event of force majeure shall not have the effect of discharging or postponing the affected party's payment obligations hereunder. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.

7 Liability

7.1 Nothing in this Contract shall restrict or exclude either partys liability for fraud, death or personal injury.

7.2 We shall not be liable to you nor to any third party under this Agreement in contract, tort or otherwise for any direct or indirect loss of profit, anticipated savings, business, contracts, revenue, time, goodwill or loss of or harm to data or other content or for any other indirect or consequential loss.

7.3 Nothing in the Contract implies or is intended to imply that we are under a duty to scrutinise the contents of the Webpages or are liable for its contents. We are not a publisher for the purposes of any relevant legislation and perform no editing function in relation to the contents of the Webpages.

7.4 You acknowledge that we shall not be liable to you in respect of any loss or damage arising from your use of or reliance upon any advice or information provided by us.

7.5 Subject to the other provisions of this Clause, any liability we may have to you in contract, tort, or otherwise in connection with the supply or non-supply of the Services and this Agreement shall be limited in each calendar year to damages equal to the Charges paid by you in that calendar year.

7.6 You understand that we will not necessarily follow published search engine rules or guidelines. Rather, we shall provide our service according to our experience, which you agree is our duty. We shall have no liability whatsoever should any search engine choose to penalise the Webpages, your website(s), your client's website, or your business in any way. We do not consider a penalty to be likely, but the risk is one which you agree to take entirely on yourself.

8 Intellectual Property Rights

8.1 All copyright, database rights, patents, trade secrets and other proprietary and intellectual property rights including all future intellectual property rights created by statute or otherwise and all information (including, but not limited to , all or any part of the following material: The Contract, the sales information, the indexation process and techniques used by us, the code of the any web pages we write, the Reports etc.), which we may provide to you shall (as between the parties) at all times remain proprietary and confidential to us and you shall not acquire any such intellectual property rights or licence to such rights.

8.2 You are expressly forbidden to alter, duplicate, sell or otherwise transfer, copy any part of our services.

8.3 You agree that you shall compensate us for any loss, damages and other expenses arising out of or in connection with any infringement of our intellectual property rights howsoever arising by you, your employees, agents and representatives.

8.4 Our intellectual property rights survive the termination of this Contract.

9 Indexing

9.1 You grant us exclusive authority for the Term to submit the Webpages to the Google Search Engines. You grant us full authority to conclude Contracts in relation to the Google Search Engines on your behalf with relevant third parties.

9.2 We are under no obligation to submit the Webpages to any Search Engine which begins accepting Submission on a payment-only basis at any point during the Term.

9.3 You must:

(a) Ensure that the Webpages are not moved or deleted and remain constantly accessible to the Google Search Engines until the end of the Term.

(b) Not make and ensure that no third party makes on your behalf any Submission of the Webpages to the Google Search Engines for the Term.

10 Core Service

10.1 For our "Get Urls Indexed" service: Upon receipt of your submitted list of webpages we will within approximately two working days, commence submission of the Webpages. The webpages will be submitted over a period of days which approximates to the drip feed days as specified by you when ordering. The selected Webpages may not be altered except in accordance with this contract. Within approximately one week of the submission process commencing the webpages should start to appear in the Google index although we cannot guarantee the exact time frame or indexation level.

10.2 For our "Check whether Urls are Indexed" service: Upon receipt of your submitted list of webpages we will within approximately two working days, produce a report showing which urls we believe are indexed in Google.