1.1. These terms and conditions together with the engagement letter to which they are attached
(“Engagement Letter”) shall form a binding contract between the Client named on the Engagement
Letter (the “Client”) and ArgusDNA (“Argus Digital Network Algorithms”) and
shall constitute the entire agreement between Client and ArgusDNA.
1.2. These terms and conditions shall apply to any trading agreement or other contract or
the arrangement between the Client and ArgusDNA.
1.3. These terms and conditions apply to the exclusion of all other terms or conditions of
contract the Client may propose and shall not be varied or amended unless agreed in writing and
signed by Argus Digital Network Algorithms.
2. Commencement and Scope of Engagement
2.1. In consideration of the payment by the Client to ArgusDNA of the
fees as set out in the Engagement Letter (the “Fees”), ArgusDNA agrees to
provide to the Client the goods and services described in the Engagement Letter (the “Works”) in
accordance with the Engagement Letter, with reasonable and due care in accordance with and
subject to these terms and conditions. The Works shall unless terminated in accordance with clause
11, be provided by Argus Digital Network Algorithms for the period set out in the Engagement Letter
2.2. This Agreement shall not give rise to any exclusive relationship and nothing in this
The Agreement shall prevent Argus Digital Network Algorithms acting for or providing the same or similar
works to the Works to any existing or prospective third party.
2.3. The Works provided by Argus Digital Network Algorithms shall be for the use and benefit of
the Client and may not be supplied or passed on to any person without the approval of Argus Digital Network Algorithms
. Argus Digital Network Algorithms’ duty of care is to the Client, not to any third
party, unless agreed Argus Digital Network Algorithms has agreed in writing to accept a duty to the
third party. The Client may only rely upon the Works provided by Argus Digital Network Algorithms for
the purposes for which such goods and services are provided.
2.4. It is agreed and understood that any activities undertaken by the Client (or by any third
party on its behalf) which is in relation to or similar to the Works, including without limitation any
modification of the Works, modification or changes to the Client’s website, or the use of or
inclusion of any third-party product or service which might relate to the Works shall interfere with
the provision of the Works by Argus Digital Network Algorithms and shall affect the results, outcomes
and positions in search engines. All such activities should be discussed with Argus Digital Network Algorithms.
prior to implementation and the Client shall not implement the same without the prior
written consent of Argus Digital Network Algorithms.
Fees and Invoicing
4.1. Argus Digital Network Algorithms does not offer credit terms. Argus Digital Network Algorithms.
shall issue invoices on a monthly basis for all Works provided to the Client in a particular calendar
month. Invoices will be issued upon completion of the Works for that calendar month or at the end
of the Engagement if sooner. The Client shall raise any query and/or concern it may have in relation
to any invoice within 7 days of the date of the invoice. Any queries and/or concerns raised after this
The 7-day period shall be null and void and the invoice shall be payable in full without deduction or setoff.
4.2. Notwithstanding the period set out in clause 4.1 of 7 days of the date of issue of an invoice to raise
any queries or concerns in relation to an invoice, all invoices are to be settled in favor of ArgusDNA.
without deduction or set-off within 14 days of the date of the invoice
unless specified otherwise in the Engagement Letter.
4.3. In the event of non-payment of any invoice ArgusDNA shall be entitled to
withhold or suspend the provision of further Works until such time as it receives payment of the
invoice or other payments due. In addition, ArgusDNA shall be entitled to
retract the Works provided to the Client and invoiced for under any unpaid invoice until such time
as it receives payment of that invoice.
4.4. In addition to the remedies for late payment of invoices set out in clause 4.3 hereof, ArgusDNA.
shall be entitled to charge statutory interest at the rate of 8% above the
Bank of England reference rate in force on the date the invoice becomes overdue for payment and
any subsequent rate where the reference rate changes and the invoice remains unpaid in
accordance with the Late Payment of Commercial Debts (Interest) Act 1988 as amended and
supplemented by the Late Payment of Commercial Debts Regulations 2002 and shall be entitled to
such reasonable costs as it incurs in the collection of such overdue payments.
4.5. ArgusDNA may charge additional fees in accordance with its then
4.5.1. in the event of delays or additional works caused or required by Client including its
failure to provide ArgusDNA with such information, Materials,
instructions, media, or approvals, as are reasonably required for the supply of the Works,
properly and/or on time in accordance with clause 3.1 of these terms and conditions or
4.5.2. in the event of changes to the cost of labor, materials, services, and other
circumstances outside of ArgusDNA reasonable control;
4.5.3. in the event that Client requires the supply of Works, goods and services in addition to those described in the Engagement Letter or any variations to the Works. If Client requires any change or alteration to the Works (“Change”), ArgusDNA and Client shall, prior to such change being effective or implemented, agree:
the nature of the Change;
the procedures for implementation of such Change;
and the variation to the Fees.
until any Change is formally agreed between Client and ArgusDNA, ArgusDNA will continue to perform and be paid for the Works as if the Change had not been proposed.
4.5.4. All and any Changes to the Works shall be reflected and accompanied by appropriate amendments to the Engagement Letter and Fees.
Liability for Third Party Fees
5.1. In the event that the Works include Pay Per Click or other search engine placement
services that require payments to third parties and are agreed upon with the Client prior to their
implementation, the Client shall provide ArgusDNA with funds on account for
any out-of-pocket expenses incurred by it in supplying the same.
5.2. In addition and as supplemental to clause 5.1 of these terms and conditions the Client
shall during the Engagement retain ownership of their AdWords and/or other Pay Per Click accounts
and shall be liable for any fees due to third parties for those accounts during the Engagement.
6.1. The Client undertakes that it will keep secret and confidential the terms of the Engagement
Letter and any information supplied by ArgusDNA in connection with the
Engagement Letter or the business of ArgusDNA and the Works and shall not
disclose or make available such information or part thereof to any third party (except to its own
employees and advisers and then only on a need to know basis) without the prior written consent of
ArgusDNA PROVIDED THAT this Clause shall not extend to information which
was and can be shown to be rightfully in the possession of the Client prior to the issuance of the
Engagement Letter or which is in the public domain (other than as a result of a breach of this Clause).
6.2. The Client undertakes to ArgusDNA to indemnify and hold
harmless ArgusDNA in full and defend at its own expense ArgusDNA
against all costs, damages, and losses incurred by ArgusDNA
arising out of its use of the Materials or breach by the Client of clause 6 of these terms and
6.3. The Client shall not modify, adapt or translate the Works except with the prior written
consent of ArgusDNA or as otherwise permitted by law where all modifications,
adaptations, translations shall belong to and vest in ArgusDNA unless otherwise
agreed and specified in writing in the Engagement Letter.
6.4. ArgusDNA warrants that it will use reasonable efforts to ensure that
the Works do not infringe the copyright of any third party.
6.5. ArgusDNA shall not divulge details of the Client to any other existing or
7.1. ArgusDNA does not guarantee any specific result on any search
engine, nor any increased level of traffic or sales as a result of the Search Engine Optimisation and/or
Link Building and/or Pay Per Click campaign. Site rankings change frequently as a result of regular
changes in the algorithms used by search engines to rank sites, and other factors. The Client agrees
that the work done by ArgusDNA is in real time and will be affected by these and
7.2. The Client shall inspect the Works regularly and shall inform ArgusDNA
immediately if it wishes to contend that any part of the Works do not comply with the
Letter or are defective in material and workmanship.
7.3. If the Works do not comply with the Engagement Letter or are defective in material or
workmanship, ArgusDNA’s liability shall be limited to taking such practical steps
to correct such defects as are possible within a reasonable time. Such reasonable time shall
commence upon receipt of written notice from the Client of the alleged defective Works. Such
remedial action shall be limited to no greater amount of work or key strokes than that carried out to
do the work initially. The Client recognizes that material put up on the web is not in practice always
within the control of the author after initial dissemination and that ArgusDNA
cannot be responsible for material, once released, residing on third-party sites. ArgusDNA
shall not be liable for any indirect, consequential losses, or special losses and shall
not be liable for any loss of turnover, sales, revenue or profits or for the loss of software or data. In
addition ArgusDNA shall not be liable for:
7.3.1. any loss or damage caused by it being given access to the Client’s computer systems
(which shall only be required where necessary) including without limitation any remote servers
to which it has access or stores data or any unauthorized access to or use of the same including
without limitation for any misuse of any passwords, logins, or accounts of the Client;
7.3.2. any interference in or modification of the Works or the Client’s website by the Client
or any third party or the consequences thereof, remedy of which shall be as a Change;
7.3.3. loss of service, unavailability of files, damage of data, misuse of equipment by third
parties, failure of any externally managed equipment or Communications devices or other
services deemed to be beyond the control of ArgusDNA;
7.3.4. Loss of reputation of the Client online or offline.
7.3.5. penalization or lower rankings resulting from SEO or link-building activity carried out
by other agencies, individuals or yourselves prior to our Engagement.
7.3.6. penalization or lower rankings resulting from SEO or link-building activity carried out
by other agencies, individuals, or yourselves during our Engagement.
7.3.7. poor performance or any issues resulting from pay-per-click or other digital
marketing activity carried out by other agencies, individuals, or yourselves during our
7.4. When instructions or advice are given or received orally by ArgusDNA, it
shall have no liability to the Client for any misunderstanding or misrepresentation which may arise in
relation thereto except in relation to fraudulent misrepresentations.
7.5. ArgusDNA shall have no liability to the Client in respect of the Materials.
On completion of the Works, the Client agrees to collect the Materials within 2 months of completion
of the Works, failing which, ArgusDNA may dispose of them on giving the Client
14 days’ notice.
7.6. ArgusDNA shall not be responsible for any activity that the Client has
put in place or wants to put in place that is against Google AdWords policies or other Pay Per Click
7.7. ArgusDNA will not be liable in any amount for failure to perform any
obligation under the Engagement Letter and/or these terms and conditions if such failure is caused
by the occurrence of any unforeseen contingency beyond the reasonable control of ArgusDNA
including without limitation Internet outages, communications outages, fire,
flood, war, or act of God.
7.8. Save as provided for in clauses 7.1 to 7.6 of these terms and conditions, ArgusDNA
shall have no liability to the Client whatsoever in relation to the Works and gives
no warranty and makes no representation as to whether the Works contain or are free from racist,
defamatory, sexually explicit, inflammatory, obscene, or other legally restricted material and explicitly
excludes all and any liability in relation thereto.
7.9 By entering into this agreement, the Client agrees to limit the claims that it makes, to
claims against ArgusDNA. The Client agrees that it will not make any claims
against any individuals related to ArgusDNA, however arising, and whether
against an employee, consultant, or member personally, in respect of losses which the Client may
suffer directly or indirectly or which it may incur arising from the services. This does not prevent
ArgusDNA is responsible to the Client for the acts or omissions of such
persons, where it has such responsibility regardless of this clause. The individuals related to ArgusDNA
(whether employee’s consultants or members) will be entitled to the
benefit of the provisions of this Clause 7.9.
8.1. The Client shall comply with all applicable rules, regulations, codes of practice and laws
relating to its use of the Works including without limitation its obligations under the Data Protection
Act 1998; Regulation of Investigatory Powers Act 2000; Competition Act 1998 and E-commerce
Directive and equivalent legislation.
8.2. The Client shall guarantee throughout the Engagement that the material included in the
8.2.1. Is not in breach of the Intellectual Property rights of any third party;
8.2.2. Is not obscene within the definition of the Obscene Publications Act 1959 or any
other relevant provision or statute;
8.2.3. Is not in breach of any code or provision of statute or common law or otherwise in
the force from time to time in relation to Advertising of Goods or Services;
8.2.4. Contains no element of corporative advertising which is in breach of the Control of
Misleading Advertisements (Amendment) Regulations 2000;
8.2.5. Is not in breach of the Defamation Act 1996 or any other relevant provision or
8.2.6. Does not contain any misleading price comparison in breach of Consumer Protection Act.Third Party Materials
9.1. ArgusDNA gives no warranty, representation, or undertaking in
relation to any third-party materials or works.
9.2. Prior to any selection, use, or reproduction by the Client of Works, ArgusDNA
shall use reasonable efforts to, on reasonable request, provide the Client with copies and
evidence of such rights, clearances, permissions and licenses as shall be necessary for the use of the
Works by the Client.
10.1. Risk in any reports or information delivered to the Client will pass to the Client on dispatch
and until payment in full has been received in cleared funds by ArgusDNA in
respect of the Works, title in any physical products delivered to the Client shall remain with ArgusDNA
10.2. The Client shall take out such insurance as shall be prudent against all risks usually
incurred in respect of the Work whilst in its possession or control.
11.1. Subject to the provisions of clause 4 of these terms and conditions, ArgusDNA
shall be entitled to immediately restrict, suspend or terminate the Engagement in
the event of the Client’s material breach of any of these terms and conditions and/or breach of the
11.2. In addition to clause 11.1 of these terms and conditions, ArgusDNA
reserve the right to terminate the Engagement with immediate effect if it believes the Client’s
Materials or Web Site to be obscene, unfair or untrue. The discretion of ArgusDNA in this respect will be absolute.
11.3. The Client may not unilaterally terminate this Engagement except for material breach
by ArgusDNA of the Engagement Letter and/or these terms and conditions. In
the event of such a material breach the Client shall remain liable for payment of the Fees without
deduction or set-off up to the time of such material breach.
11.4. Notwithstanding the provisions set out in clauses 11.1 to 11.3 ArgusDNA
and/or the Client may terminate the Engagement by 30 days’ notice in writing to the other
party (the “30-day notice period”). The Client shall be liable for payment of all outstanding fees and
interest accrued under clause 4.4 of these terms and conditions together with all fees incurred in the
30-day notice period without deduction or set-off.
11.5. Either party may provide written notice to the other to terminate this agreement with
immediate effect if one of the following events occurs:
11.5.1. Either party goes 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
11.5.2. Either party’s ability to carry out its obligations under this agreement is prevented or
substantially interfered with for any reason for a period in excess of three months (whether or
not within the control of such party) including without limitation by reason of any regular law
decree or any act of state or any other action of a government.
12.1. Nothing in the Engagement Letter or these terms and conditions shall be deemed to
constitute a partnership or agency relationship between the Client and ArgusDNA
and neither the Client nor ArgusDNA shall do or suffer to be done
anything whereby it may be represented as a partner or agent of the other party.
12.2. If any part of the Engagement Letter or these terms and conditions become
unenforceable, such part will at ArgusDNA’s option be construed as far as
possible to reflect the parties intentions and the remainder of the provisions will remain in full force
12.3. No forbearance, delay, or indulgence by ArgusDNA in enforcing the
provisions of these terms and conditions or the Engagement Letter shall prejudice or restrict the
rights of ArgusDNA nor shall any waiver of rights operate as a waiver of any
subsequent breach of the Engagement Letter and/or these terms and conditions.
12.4. The Client shall not assign the benefit or burden of these terms and conditions or the
Engagement Letter without the prior written consent of ArgusDNA.
Argus Digital Network Algorithm