GENERAL TERMS AND CONDITIONS FOR WEBSITE SEARCH ENGINE OPTIMIZATION
- GENERAL TERMS
- These terms and conditions, hereinafter referred to as GENERAL TERMS, provide the general rules, under which RISK ASSETS LTD, with headquarters address at: Sofia, Korab Planina 27А str., Bulgaria; UIC: 175381705, represented by Nikola Velichkov Alexandrov, hereinafter referred to as PROVIDER will perform website/s optimization for SEARCH ENGINE as a service provided to customers, hereinafter referred to as CLIENTS.
- These GENERAL TERMS are an indispensable part of the SEO SERVICE AGREEMENTS made between the PROVIDER and the CLIENTS. Any special arrangements between the parties, other than those contained in these GENERAL TERMS, will be stated in written in the SEO SERVICE AGREEMENT and shall take precedence over these GENERAL TERMS.
- The CLIENT’S data is stated in the SEO SERVICE AGREEMENTS.
- Across all the GENERAL TERMS’ and Agreement’s texts, the following words and expressions, used in singular or plural, will have their assigned meaning, unless the context they are used in suggest a different one or an alternative definition was mutually understood and decided upon by all the parties entering into the Agreement.
4.1. “CLIENT” shall refer to any individual or legal entity who has signed SEO SERVICE AGREEMENT with the PROVIDER
4.2. “PARTIES” shall refer to both the CLIENT and the PROVIDER.
4.3. “GENERAL TERMS” shall refer to the final and up-to-date version of these same terms and conditions.
4.4. “SEO SERVICE AGREEMENT” shall refer to the individually negotiated terms and conditions between the PROVIDER and a specific CLIENT which, along with the GENERAL TERMS are an indispensable part of the AGREEMENT governing the relations between the PARTIES in regards to the provision of SEO services.
4.5. “AGREEMENT” shall refer to all the agreements made between the PROVIDER and the CLIENT as a whole, objected in the SEO SERVICE AGREEMENT signed between the PARTIES, and along with these GENERAL TERMS, as well as any other annexes which, according to a written agreement in the GENERAL TERMS, SEO SERVICE AGREEMENT or the very annexes, are considered to be an indispensable part of the SEO SERVICE AGREEMENT and these GENERAL TERMS.
4.6. “SITE” shall refer to the website or websites explicitly defined in the SEO SERVICE AGREEMENT as to be optimized for search engine.
4.7.”OPTIMIZATION” refers to website’s search engine optimization service which is performed by the PROVIDER through modifying the HTML code of the main and / or internal web pages, developing articles which contain hyperlink/s to the website and publishing them throughout third party websites (off-page optimization) in order to improve the website’s visibility and findability for a list of pre-selected set of keywords through search in the search engine by web address specified in the SEO SERVICE AGREEMENT, as well as efforts to improve the website’s ranking in the search engine for pre-selected keywords specified in the SEO SERVICE AGREEMENT.
4.8. “RANKING” refers to the position the website takes on the search engine’s results page when search for a target keyword was run in the browser by web address specified in the SEO SERVICE AGREEMENT
4.9. “MINIMUM FEE” refers to the defined in the SEO SERVICE AGREEMENT minimum fee, which the CLIENT owes every month to the PROVIDER for the provided services, and that is not performance-based rather is entirely in return to the search engine optimization efforts made by the PROVIDER. By signing the SEO SERVICE AGREEMENT and by accepting these GENERAL TERMS, the CLIENT acknowledges that he agrees to be bound by the AGREEMENT although the PROVIDER cannot and shall not be required to provide any guarantees as per the end results from the systematic optimization efforts that will be made.
4.10. “ADDITIONAL REMUNERATION“ refers to the additional remuneration payable by the CLIENT to the PROVIDER on a monthly basis, which shall be determined and paid out based on the results achieved for each keyword, as specified in the Agreement.
4.11. “REMUNERATION LIMIT” refers to the maximum amount payable by the CLIENT in return of the optimization services provided by the PROVIDES, and explicitly specified in the SEO SERVICE AGREEMENT. This amount is due and fixed regardless the potential for a higher monthly total to be incurred as a sum of the Minimum fee and the Additional remuneration.
4.12. “MONTHLY PAYMENT” refers to the sum of the Minimum fee for the current month and the reported and invoices Additional remuneration for the preceding month, if any. The Monthly payment is due each month and its total amount cannot exceed the Remuneration limit as a measure against any doubts and mistrust on the CLIENTS’ behalf.
4.13. “TECHNICAL AUDIT” refers to an audit which contains potential technical imperfections in the website’s source code that were allocated during a thorough inspection and analysis of the site’s technical structure. The imperfections, in this sense, include but are not limited to: “broken” hyperlinks, hyperlinks to non-existing pages, duplicate pages, incorrect redirects, bugs etc. The Technical audit ends with recommendations on the website’s technical optimization which may contribute to its better positioning in Google. In this final part, the PROVIDER outlines the “critical recommendations” to be considered in the sense of these GENERAL TERMS.
4.14. “ON-PAGE AUDIT” refers to the assessment of the website’s pages, more specifically, if there are sufficient number of pages to be used for the purpose of optimization for the pre-selected keywords’ list under item 11 from the GENERAL TERMS, and analysis if the titles and sub-titles are properly formulated.
4.15. “CONTENT AUDIT” refers to the assessment of the content’s volume, level of uniqueness and if the density of the pre-selected keywords, as per chapter 11.2 from the GENERAL TERMS, is sufficient. The PROVIDER outlines the “critical recommendations” to be considered in the sense of these GENERAL TERMS.
4.16. “REPORT” is where all the results from the CLIENT’s website rankings for the specific month are displayed, and where all the individual positions that the website takes upon search by a specific keyword are reported.
4.17. “ARTICLES AND LINK-BUILDING REPORT“ is where all the articles in the SITE that the PROVIDER has created and published and all the hyperlinks to the SITE that the PROVIDER has built during the month are reported.
4.18. “INVOICE“ shows the Monthly payment due CLIENT, which includes the Minimum fee for the current month and the Additional remuneration for the preceding month.
4.19. “PROTECTED OBJECT”-material or product, representing the subject of legislative protection as a work of intellectual or industrial property rights, including but not limited to: software, database, trademark, patent, utility model, know-how.
4.20. “FORCE MAJEURE” refers to any event, not existing as of the date of signature of the SEO SERVICE AGREEMENT, not reasonably foreseeable as of such date and not reasonably within the control of the PROVIDER, which prevents the performance of its obligations, including but not limited to: technical faults in the software or hardware systems used either by the PROVIDER or the CLIENT, hacker attack, which hinders the operation of the software or hardware systems used by the PROVIDER or on the SITE, legal, administrative or governmental restrictions, natural disasters, riots, rebellions, civil unrest, war, acts of terrorism, earthquake or other destructive acts of natural forces, nationwide strikes, embargoes.
4.21. “REPORTING SYSTEM” refers the administered by the PROVIDER custom software system for monitoring and reporting on the RANKING and OPTIMIZATION results.
4.22. “CRITICAL RECOMMENDATIONS” refer to those recommendations which are part of the individual audits performed by the PROVIDER under clauses 4.13, 4.14 and 4.15 of these GENERAL TERMS, that the PROVIDER identifies as critical to the achievement of any effective results from the OPTIMIZATION efforts. The critical recommendations are presented to the CLIENT by the PROVIDER along with the results from the audits. By signing these GENERAL TERMS, the CLIENT acknowledges that he understands that should he decides not to follow the critical recommendations, the PROVIDER shall be kept free from responsibility for the results from the OPTIMIZATION campaign and that this CLIENT’s decision might lead to some negative consequences as described in the SEO SERVICE AGREEMENT and these GENERAL TERMS.
III. SCOPE OF WORK
- By signing the SEO SERVICE AGREEMENT, the CLIENT awards and the PROVIDER agrees to deliver for as long as the Agreement is in effect, in return of remuneration paid by the CLIENT in accordance with these GENERAL TERMS and the SEO SERVICE AGREEMENT, website search engine optimization (SEO) service.
- TERM OF AGREEMENT
- This Agreement shall be effective as of the time the CLIENT and PROVIDER sign and seal the SEO SERVICE AGREEMENT and will remain in full force and effect until the date of expiry explicitly stated in the latter. Should the SEO SERVICE AGREEMENT contains no specific term, then it shall be assumed that it is for an initial period of 6 months.
- If neither of the Parties terminates the SEO SERVICE AGREEMENT in written by its term has ended, then the Agreement shall be automatically renewed and shall become evergreen under the same conditions, as long as they are applicable.
- The reporting on the Optimization under the SEO SERVICE AGREEMENT shall be carried out under the following conditions and order:
8.1. On the 1st day of the month, the Reporting system generates a Report which contains the CLIENT’s website rankings and the achieved results from the Optimization by each individual keyword on the date the very Report has been generated. The Parties agree to be bound by the data from the Reporting system, which is visually displayed on the Report on the date it has been generated, including the data regarding the keywords positions and Additional remuneration amount they reflect. The Data available on the date the Report has been generated shall carry binding importance between the Parties as a data on the achieved results from the Optimization for the whole preceding month.
8.2. By 5th day of the month, the PROVIDER shall provide the CLIENT with the generated Report, as established under 8.1., as well as an Invoice for the Monthly payment due, which was prepared based on the Report’s data. The PROVIDER provides the CLIENT with the Report and the Invoice by publishing it on a personal URL and by sending it via email, both established in the SEO SERVICE AGREEMENT, which is individual for each CLIENT.
8.3. By 10th day of the month, or no later than within 5 days counting from the day the Invoice was received, the CLIENT shall release the funds on the Monthly payment as shown on the Invoice (the sum of the Minimum fee for the current month and the Additional remuneration for the preceding month).
8.4. Within 48 hours from the moment the Report was published or received via email, the CLIENT is entitled to raise a dispute regarding the Optimization results data generated by the Reporting system. Rising a dispute shall in no case relieve the CLIENT from the obligation to pay the Monthly payment as per the Invoice and within deadline, neither it entitles the CLIENT to postpone payment on any portion of the Monthly payment. If the Report and/or the Invoice were published on the CLIENT’s personal URL and received via email, as established in the SEO SERVICE AGREEMENT, then the date on which any of the two was received first shall be considered the start of the period to raise a dispute.
8.5. Should the CLIENT doesn’t raise a dispute within the deadline and according to the procedure stipulated in clause 8.3., it shall be assumed that the CLIENT accepts all the data from the Reporting system and the generated Report with the Optimization results.
8.6. In case a dispute was raised under clause 8.3, the PROVIDER should address it in written within 10 business days from the moment it was received. The reply should say if the PROVIDER agrees with the dispute fully, partially or rejects it, and whether any corrections on the amount payable on the Additional remuneration shall be expected or not. If the PROVIDER doesn’t reply within 10 business days, counting from the beginning of the period for reply to the preceding sentence, it shall be assumed that the dispute was found to be invalid.
8.7. In an event of approved by the PROVIDER dispute, which was raised in accordance to the procedure under clause 8.7., and the Invoice for the current month shall be corrected, the PROVIDER shall re-issue updated Invoice where, in case of undercharged or surcharged Additional remuneration, the difference is respectively added to or deducted from the Monthly payment due for the succeeding month, correspondingly the final Report under clause 8.8.
8.8. Under no condition, in case discrepancies in the Optimization were proved for a specific month, due to whatever reason with what has been agreed upon in the SEO SERVICE AGREEMENT, and a dispute was raised, both shall be considered as sufficient grounds for Agreement termination on the CLIENT’s behalf, neither will result in any cancelation or postponement on the Monthly payment due, including its chargeability.
8.9. Upon the SEO SERVICE AGREEMENT expiration, the PROVIDER shall publish and/or send via email to the CLIENT, as per the procedure in clause 8.1., a final Report and an Invoice, where the current Rankings are displayed and the corresponding Additional remuneration payable for the last, unreported month / period of the Agreement is provided.
8.10. On the 1st day of the month, the Reporting system generates a Report which contains articles created and the hyperlinks built. The PROVIDER provides the CLIENT with the Report by publishing it on a personal URL and by sending it via email, both established in the SEO SERVICE AGREEMENT, which is individual for each CLIENT.
8.11. In case no dispute is raised on the ARTICLES AND LINK-BUILDING REPORT within 48 hours from the moment it was published on the CLIENT’s personal URL and received via email, as established in the SEO SERVICE AGREEMENT, then it shall be assumed that the report was approved, articles written, hyperlinks built, as well as that the CLIENT accepts the work with no complaints whatsoever. If the ARTICLES AND LINK-BUILDING REPORT were published on the CLIENT’s personal URL and received via email, as established in the SEO SERVICE AGREEMENT, then the date on which any of the two was received first shall be considered the start of the period to raise a dispute.
8.12. In case a dispute was raised by the CLIENT regarding the ARTICLES AND LINK-BUILDING REPORT, the PROVIDER should address it in written. The well-reasoned reply should say if the PROVIDER agrees with the dispute or considers it invalid.
8.13. By signing the SEO SERVICE AGREEMENT, the CLIENT acknowledges and declares unconditionally that he accepts with no objections the monthly REPORT and ARTICLES AND LINK-BUILDING REPORT, which therefore serve as a confirmation that all the work performed by the PROVIDER during the reported month was of the volume agreed and meets the requirements for quality.
- PAYMENT TERMS
- The CLIENT shall pay the PROVIDER a Monthly payment under the following terms:
9.1. First Monthly payment – within 5 business days from the date the Agreement comes into an effect.
9.2. Each succeeding Monthly payment, including the Minimum fee for the current month and the invoiced Additional remuneration for the preceding one, shall be made on a monthly basis by the 10th day of the current month.
9.3. The Monthly payment included in the final Invoice under clause 8.8. shall be paid within 5 days from the day it was published or received by the CLIENT. If it was published on the CLIENT’s personal URL and sent to the email address, both as specified in the SEO SERVICE AGREEMENT, then the date on which any of the two was received first shall be considered the start of the 5 days’ countdown.
9.4. The Monthly payment’s total cannot exceed the Remuneration limit agreed upon in the SEO SERVICE AGREEMENT. In case the sum of the Invoiced Minimum fee for the current month and the Additional remuneration for the preceding month is of a higher amount than the Remuneration limit, the CLIENT shall be due a Monthly payment equal to the Remuneration limit.
9.5. By accepting these GENERAL TERMS, the CLIENT acknowledges that he understands what Optimization and the nature of the process are, namely that it involves PROVIDER’S systematic efforts but excludes any result-oriented guarantees. In addition, the CLIENT declares his awareness that the Optimization results depend on the SEARCH ENGINE’s administrator, who is free to change at any given time processes, procedures and software that affect the Optimization results in a certain way. Also, by accepting these GENERAL TERMS, the CLIENT confirms he completely understands and accepts the fact that the RANKING might vary based on the geographical location of the machine used for the search and declares to take as prevailing the current month’s data exported from the Reporting system. In this regards, the CLIENT agrees to be bound by the SEO SERVICE AGREEMENT to pay the established Minimum fee each month in return to the search engine optimization efforts made by the PROVIDER regardless the results achieved.
- The CLIENT pays to the PROVIDER a Monthly payment, as well as any other amounts due as per the Agreement. The funds are released via bank wire to the following bank account unless other one was specified in the SEO SERVICE AGREEMENT:
The CLIENT’S bank account:
Beneficiary name here: Risk Assets LTD.
Bank name here: Allianz Bulgaria
Address here: 79, Maria Luisa bul., Sofia, Bulgaria
Bank Account: BG 05BUIN95611000039379
10.1. The PROVIDER shall invoice the CLIENT for each payment due. The CLIENT shall pay the PROVIDER, in accordance to the SEO SERVICE AGREEMENT, within the deadlines stipulated in these GENERAL TERMS, regardless of the date of receipt of the relevant invoice.
VII. PROVIDER’S RIGHTS AND OBLIGATIONS
- The PROVIDER is obliged:
11.1. To provide SITE Optimization as described in these GENERAL TERMS.
11.2. To generate a list with keywords of a number not less than the one specified in the SEO SERVICE AGREEMENT. The list shall be a result of conducted keyword/ phrase research and contains a selection of those, which are expected to bring the maximum volume of traffic on the website.
11.3. To provide the CLIENT with the keywords list for a written approval within three business days, counting from the day the Agreement came into force. The list shall contain targeted keywords in accordance with the CLIENT’S needs and services he offers, and their number shall be not less than the one specified in the SEO SERVICE AGREEMENT.
The CLIENT shall review the provided list with keywords. Should he disagree with the selection and has any corrections request, he is entitled to place a reasoned complaint before the PROVIDER within but not later than three business days, counting from the day the list was handed in. In case the CLIENT doesn’t place a complaint within three business days, it shall be assumed that the provided list with keywords has been approved and that it indeed contains targeted keywords in accordance with the CLIENT’S needs and the services he offers. Should the CLIENT happen to disapprove the list more than three times, then the fourth time he shall submit his reasons for rejection along with the final version of the keywords list. Should he doesn’t provide such, then the last (fourth) version of the list submitted by the PROVIDER for a review shall be considered approved once received by the CLIENT.
11.4. Should the keywords list mentioned in the clause above has been approved, the PROVIDER is obliged to introduce changes to the source code of the SITE’s main and/or inner pages, in order to improve its findability for a list of targeted keywords, approved by the CLIENT in accordance to the previous clause, through search in the search engine by web address specified in the SEO SERVICE AGREEMENT.
11.5. To update on a weekly basis the Report transformed to a dedicated web-page http://www.theseo.com/reports/ххх/.pdf, where xxx is the SITE’s name. The individual CLIENT’S page is to be found at www.theseo.com/reports/, which can access with individual credentials and monitor the pre-selected for Optimization keywords’ rankings.
11.6. To perform a TECHNICAL AUDIT on the website and suggest possible improvements within 30 business days after the SEO SERVICE AGREEMENT came into force. The Audit’s final part consists of recommendations to the CLEINT where the PROVIDER outlines the “critical recommendations” to be considered in the sense of these GENERAL TERMS. Deadline for their implementation shall be specified as well.
11.7. To provide the CLIENT with an ON-PAGE and CONTENT AUDITS of the Optimized SITE for the targeted keywords by the CLIENT within 30 business days after the SEO SERVICE AGREEMENT came into force. The Audits end with recommendations to the CLEINT where the PROVIDER outlines the “critical recommendations” to be considered in the sense of these GENERAL TERMS. Deadline for their implementation shall be specified as well.
11.8. To consult all the possible changes on the work strategy or list with keywords that the SITE is being Optimized for.
- The PROVIDER has the right:
12.1. To receive by the CLIENT all the necessary assistance for the performance of the assigned Optimization. In case such assistance was not provide, it is explicitly stipulated herewith that the PROVIDER is entitled to his Monthly remuneration, in accordance with the Remuneration limit defined in the SEO SERVICE AGREEMENT, for that specific month/s when the expected work was not done in full/properly. These GENERAL TERMS explicitly stipulate also that in an event when the Critical recommendations were not implemented within the deadline set, the PROVIDER is entitled to his Monthly remuneration, in accordance with the Remuneration limit defined in the SEO SERVICE AGREEMENT, for that specific month/s.
12.2. To inform the CLIENT for any technical or other errors on the site and request them to be fixed within five working days, counting from the day the notification was received by the CLIENT. The notification itself is considered to be the official request for the elimination of the problem.
12.3. To charge and receive the agreed remuneration under the terms and conditions specified in V and VI from these GENERAL TERMS.
12.4. To suspend, upon the Agreement’s termination, the maintenance of the built hyperlinks and articles that are on the PROVIDER’s proprietary network of resource/ site’s infrastructure which incur ongoing maintenance costs.
VIII. CLIENT’S RIGHTS AND OBLIGATIONS
- The CLIENT is obliged:
13.1. To pay the PROVIDER the agreed remuneration in return for the performed website Optimization under the terms and conditions specified in V and VI from these GENERAL TERMS.
13.2. To grant the PROVIDER “CMS” and “FTP” access to the SITE within three business days, counting from the day the Agreement came into force. Should this obligation be not observed, it is explicitly stipulated herewith that the PROVIDER is entitled to his Monthly remuneration, in accordance with the Remuneration limit defined in the SEO SERVICE AGREEMENT, for each month that has passed until the all access has been provided by CLIENT.
13.3. To add the PROVIDER’S account to the SITE’s profile in Google Analytics within five business days, counting from the day the Agreement came into force.
13.4. To fix any technical or other errors on the SITE within five working days counting from the day the notification was received.
13.5. To inform the PROVIDER about all the preceding optimization efforts done by third parties before the SEO SERVICE AGREEMENT has been signed. The PROVIDER must be informed as well about any intentions website revamp or structure redesign.
13.6. To inform the PROVIDER about previous crashes in the traffic and/or website rankings.
13.7. By signing these GENERAL TERMS, the CLIENT acknowledges that he understands and agrees that should he decides not to implement the critical recommendations suggested by the PROVIDER in the TECHNICAL, ON-PAGE and CONTENT AUDITS, the results from the OPTIMIZATION campaign might be affected in a negative way and the CLIENT shall be the only one hold responsible for the consequences. The CLIENT herewith confirms that he understands and agrees that should he fails to implement the Critical recommendations within the deadline set, he shall still pay the PROVIDER his Monthly remuneration, in accordance with the Remuneration limit defined in the SEO SERVICE AGREEMENT, for that specific month/s, regardless the Ranking results. The CLIENT also agrees that in such case, the PROVIDER shall have the right to terminate the AGREEMENT with an immediate effect.
- The CLIENT has the right:
14.1. To inspect the work process and execution of all technical processes performed by PROVIDER.
Take control on the execution of the work. The Instructions of the CLIENT in the execution of his right as one, are obligatory for the PROVIDER, as long as they do not conflict with the rules and the standards of the PROVIDER as far as the quality of its work and do not interfere with its autonomy and do not go beyond the order, which is outlined in this AGREEMENT.
14.2. To expect from the PROVIDER to observe the pre-set deadlines and complete the orders with no deviation.
14.3. To request consultation regarding strategic changes on the SITE that aim at maintaining the achieved results.
- INTELLECTUAL PROPERTY RIGHTS AND PERSONAL DATA PROTECTION
- In case that the CLIENT provides the PROVIDER with the Protected objects, the PROVIDER has the right to use them for the duration of the AGREEMENT and for the purposes of the implementation of the optimization. The CLIENT shall be responsible that these Protected objects comply with the requirements of the Law and that the CLIENT owns all the intellectual property rights and has to provide them to the PROVIDER for use as mentioned for in the AGREEMENT. The CLIENT should indicate the period, volume and territory of use of these intellectual property rights to the transmitted Protected objects. If such an indication is not made, it is assumed that the corresponding Protected object can be used for the term and volume required for the provision of optimization in term of the AGREEMENT. In case that the Protected objects, provided by the CLIENT, violate someone’s law or the relevant provision, all the consequences will be responsibility of the CLIENT. In addition, the CLIENT will fully indemnify for any PROVIDER costs, loss and other damages and lost profits, incurred by the PROVIDER in relation to any claims of third parties, administrative sanctions or restrictions deriving from the submitted for use by the CLIENT to the PROVIDER Protected objects.
- The CLIENT, by signing the SEO SERVICE AGREEMENT gives its consent images, and other information contained on the site, to be used at the discretion of the PROVIDER with regard to the implementation of the subject-matter of the AGREEMENT. The judgement on which images and information to be used is entirely on PROVIDER, as far as the PROVIDER should not harm the good name of the CLIENT and should not affect the legal rights of third parties.
The CLIENT shall ensure that it is complied with the legal requirements and has the right to use the necessary personal data accordingly, as far as such are used for the purposes of the execution of the AGREEMENT.
- For the avoidance of any doubt, the conclusion of the AGREEMENT will not grant any rights in favour of the CLIENT to use the Protected works, for which the PROVIDER is owning the rights.
- CONFIDENTIALITY AND WARRANTIES
- The parties agree to hold in strict confidence each other’s proprietary information disclosed for the purpose of this Agreement’s enforcement and execution, information regarding the Agreement’s content or information obtained as a result of or in relation to this Agreement, which is otherwise not generally known to the public. In this regards, the two Parties involved in this Agreement declare the following:
18.1. To keep secret, the confidential information and prevent its unauthorized use, publishing or disclosure;
18.2. In the event of breach of this Confidentiality clause and information disclosure by the other party, the non-disclosing PARTY will be entitled to equitable relief for all direct and indirect losses that arise as a result of the breach of confidentiality.
- Each of the PARTIES is able to disclose, in full or up to a certain extent, any of the Confidential Information after notifying in writing the other PARTY in the following occasions:
19.1. It is requested by law; or
19.2. It is requested by regulatory, governmental or other bodies with the corresponding authority, which govern the disclosing PARTY (including tax authorities)
19.3. It is necessary for one of the PARTIES to claim its rights and obligations in accordance to the Agreement; or
19.4. The non-disclosing party will be responsible for the actions of his employees, service providers and/or agents which, in case needed, will be deemed access to the confidential information for the purpose of providing their obligations / service to the CLIENT
19.5. The non-disclosing PARTY has provided in advance a written consent for the confidential information to be revealed.
- The PROVIDER guarantees that he will not harm the SITE’s functionality and integrity.
- The PROVIDER shall not be held responsible for the project’s content and the source materials provided by the CLIENT.
- The PROVIDER shall not be hold responsible for not meeting his obligations stipulated in the Agreement should he was prevented from doing so due to SITE’s malfunction and/or other misconduct on CLIENT’s behalf.
- The CLIENT shall undertake, that for the term of the AGREEMENT will not assign to any third party, nor to carry out its own actions covered by the optimization, as well as any similar actions in respect of the site, unless such actions are not in the implementation of the recommendations given by the PROVIDER in the Technical Audit, On-page Audit and Content Audit in the latter case. The CLIENT is obliged to notify the PROVIDER for the specific actions that will be taken in the implementation of each of the audits, as well as for the person/persons who will be involved in the implementation.
XII. TERMINATION, CANCELLATION AND WITHDRAWAL FROM THE AGREEMENT
- The AGREEMENT may be terminated in one of the following ways:
24.1. By mutual agreement between the parties, expressed in written form.
24.2. By giving a written notice by either party, but after the expiration of the duration of the AGREEMENT or after the expiry of the agreed period in the annex.
24.3. With written notice of termination submitted before the expiration of the AGREEMENT, in which case the termination shall have effect on the expiration of the AGREEMENT.
24.4. In other specified in these GENERAL TERMS or SEO SERVICE AGREEMENT cases.
- The AGREEMENT can be terminated, if the conditions of cancellation are: 1) non-fulfilment of obligations from one of the PARTIES, AND 2) failure to respond to the identified non-fulfilled obligations by the breaching party for more than 10 days. The invitation for correcting of the non-fulfilled obligations, shall be sent in written form, containing a call for implementation and a warning that the AGREEMENT will be considered to be corrupted in the absence of implementation. Any spoilage shall have effect in the future and sums paid in performance of the AGREEMENT are not refundable.
- The PROVIDER has the right unilaterally to withdraw from the AGREEMENT in the following cases:
26.1. By mutual agreement between the parties, expressed in written form.
26.2. If the CLIENT does not provide the PROVIDER, due under these GENERAL TERMS and AGREEMENT, the assistance for the implementation of the work of the PROVIDER. In this case, the PROVIDER sends a notification to the CLIENT for the cancellation of the AGREEMENT, in the event of that within 7 days of receipt of this notification, the CLIENT shall remedy the failure, and the notification of cancellation will be deemed withdrawn. In this case the cancellation has effect from the date of expiry of the notification.
26.3. If the CLIENT, after receiving the notification by the PROVIDER for technical or other failure of the site, within 7 days of receipt of the notification does not resolve the failure and if the CLIENT does not fulfill a Critical recommendation in the period, mentioned by PROVIDER. The refusal raises immediate effect after its receipt by the CLIENT and the AGREEMENT shall be terminated for the future.
26.4. If the CLIENT violates his obligations for exclusivity, taken under item XI of those GENERAL TERMS, the PROVIDER has the right to terminate the AGREEMENT by unilateral written notice with immediate implementation. CLIENT’s failure to comply with the exclusivity terms, would be considered as non-repairable. The termination shall take effect at the moment CLIENT receives the notification from PROVIDER for unilateral cancellation due to breach of exclusivity.
- In event of cancellation, or termination of the AGREEMENT, the CLIENT shall not be released from the obligations, which incurred up to the time of the cancellation or termination.
- In the event that the CLIENT delayed the payment of remuneration for the AGREEMENT, he owes a penalty at the rate of 0.5% a day from the outstanding balance for each day of delay, but no more than four-time size of the agreed Minimum fee( 4xMin.fee).
- The CLIENT owes the penalty, set out in the item above(item28), including after any cancellation of the AGREEMENT, regardless of the reason for the cancellation.
- In the event that the AGREEMENT is terminated before the expiry of the initial term, no matter for what reason, unless it’s the fault of the PROVIDER or due to force majeure cases, the CLIENT owes payment of the minimum compensation from the date of termination until the time of expiry of the initial period of the AGREEMENT.
XIII. FORCE MAJEURE
- The PROVIDER will not be liable to the CLIENT for delay or failure to perform an obligation under the AGREEMENT, which is due to the Force Majeure.
- In case of the Force Majeure, the PROVIDER will take all reasonable measures to limit possible losses and damages, and will inform the CLIENT, which is concerned within one week of the date of the occurrence of the Force Majeure.
XIV. ADDITIONAL PROVISIONS
- The PROVIDER reserves the right to modify these GENERAL TERMS at any time and notify the CLIENTS for the change.
- Within seven days of receipt of the notification referred to in the preceding paragraph the CLIENT has the right to reject the change, as in the seven-day period, by sending a written notification to the PROVIDER. In case of rejecting, the amended GENERAL TERMS do not apply only to the particular CLIENTS, which rejected them, as in that case into force remain the GENERAL TERMS, which were mentioned before the notification of the change.
- All communications and notices shall be considered as duly sent and received, respectively if are sent on the e-mail addresses of the PARTIES, mentioned in the SEO SERVICE AGREEMENTs.
- In the event that an SEO SERVICE AGREEMENT is signed with an CLIENT, who is also a consumer within the meaning of the Law on consumer protection, the provisions of these GENERAL TERMS shall apply to this AGREEMENT without prejudice to the Law.
- If it is found the nullity of any of the clauses of the SEO SERVICE AGREEMENT or of these GENERAL TERMS, it does not involve the nullity of the whole AGREEMENT, and the remaining provisions shall remain applicable as the declared void shall be replaced by the corresponding legal norm, if there is one.
- No general conditions of trade, tariffs, trade policies and any other acts that are adopted or may be accepted by the CLIENT as a settlement of its activity and will not bind the PROVIDER. Within signing the SEO SERVICE AGREEMENT, the CLIENT shall ensure that he has the right to sign it and that there are no existing operations that bind him and which are contrary to these GENERAL TERMS.
- For all outstanding with the SEO SERVICE AGREEMENT and these GENERAL TERMS cases, are applicable the laws of the Republic of Bulgaria.
- All disputes arising from the AGREEMENT or relating to it, including disputes arising or relating to its interpretation, invalidity, execution or termination, as well as disputes about filling gaps in The AGREEMENT or to new circumstances, will be resolved by the Arbitration Court at the Bulgarian Chamber of Commerce in accordance with the rules of the Arbitration Court at the Bulgarian Chamber of Commerce.
The present general conditions are established by order of the Director of the RISK ASSETS LTD from 1st Jan 2016 and shall enter into force on 1st Jan 2016.