1. Definitions

1.1 In these Conditions, the following words and expressions shall have the meaning set out below:

‘Agreement’ means these Conditions, together with the Specification and any written order confirmation expressly accepted by Ocere Ltd. Any variation to these Conditions, including any alternative warranty, guarantee or service commitment, shall only be binding where expressly agreed in writing by an authorised representative of Ocere Ltd.

‘Client’ means the individual or business requesting our services.

‘Service’ or ‘Order’ means any digital marketing work provided by Ocere Ltd and governed by this Agreement.

‘Specification’ means the Project details as discussed and agreed verbally, or by email between the Client and Ocere Ltd.

Ocere Ltd is based at Formal House, 60 St George’s Pl, Cheltenham, GL50 3PN and our Company Number is 06858052, and our VAT number is 972355207.

1.2 The construction, validity and performance of these Conditions and this order shall be governed by the laws of England and Wales.

1.3 All services provided by Ocere Ltd to the Client shall be subject to these Terms and Conditions alongside any other terms stipulated at the point of order.

1.4 If there is any conflict between these Conditions and any other agreement made between Ocere Ltd and the Client, these Conditions shall prevail, except where Ocere Ltd has expressly agreed otherwise in writing through an authorised representative. Any such exception shall apply only to the specific matter expressly agreed.

2. Order Acceptance

2.1 Prices provided by Ocere Ltd to the Client are valid for 30 days from the date specified in the verbal or emailed order confirmation acceptance from the Client to Ocere Ltd. Ocere Ltd reserve the right to withdraw the terms prior to receiving acceptance from the Client.

2.2 Subject to payment of the Fees and the provision of client content by the Client, Ocere Ltd agrees to implement the Project using reasonable endeavours and in accordance with the order confirmation and the other provisions of this Agreement.

2.3 Ocere Ltd shall notify the Client when the Project or any agreed part is available for approval. The Client shall advise Ocere Ltd of any errors in that version of the Project as soon as practicably possible but within 7 working days of notification by e-mail. In the event that the Company distributes content or articles or places links and the Client is unhappy or dissatisfied with any aspect of such distribution or placing, or with any other aspect of the Service, it should likewise notify the Company as soon as possible. The Company will work with the Client to resolve the problem to the Client’s satisfaction where possible. Ocere Ltd will use due skill, care and diligence, reasonably expected of a competent service provider and will make reasonable endeavours to correct such errors.

2.4 If the Client notifies Ocere Ltd of any amendments to the original order, the provisions of clause 3 shall apply.

2.5 If the Client fails to notify Ocere Ltd of any errors within 7 working days of the Project being finalised, the Project will be deemed to have been completed to a satisfactory standard and payment will be due in accordance with Clause 5. For the avoidance of doubt, deemed acceptance under this clause shall not affect the Client's rights under the Link Aftercare Guarantee set out in Clause 14.

2.6 The Client shall allow Ocere Ltd, for the purposes of the service to be provided,

2.6.1 Administrative and/or back office access to the Client’s website, and permission to make changes to the website, or implement any changes provided by the Company, as soon as practicably possible or within 7 days.

2.6.2 Access to all statistics, including but not limited to traffic data, which are relevant to the Service.

2.6.3 Use of the Client’s intellectual property where the Company considers it necessary to deliver the service agreed.

3. Amendments to an Order

3.1 Any amendments to the order must be sent to Ocere Ltd by the Client in writing by e-mail. Ocere Ltd will assess the amendments required and discuss with the client any amendments.

3.2 Ocere Ltd reserves the right to charge for any additional work and will provide the Client with an additional quotation for any amendment agreed and confirmed. Ocere Ltd also reserve the right to request payment for amendments to the original order before continuing work.

3.3 The Client will be required to agree the amended order in writing by email before work on the amendments can commence.

3.4 If the Client does not confirm the amended order by phone or email to Ocere Ltd within 7 working days, the Client shall be deemed not to require such amendments and the Project shall be deemed complete with payment due in accordance with clause 5.

4. Client Obligations

The Client agrees:

4.1 Ocere Ltd will not be liable for the Client’s failure to comply with any laws or taxes affecting e-commerce.

4.2 to provide any information or content required by Ocere Ltd promptly. Failure to provide required information or content within 20 working days of request of service will result in the order being cancelled.

4.3 for the work done in accordance with clause 5 and Ocere Ltd will not be liable for any failure to subsequently meet targeted dates for completion of any related task.

4.4 to keep all passwords confidential at all times.

5. Payment

5.1 Accounts are set as Payment Upfront with payment due within 7 days, with the exception of Link Accounts, when the balance outstanding becomes due on completion of the Project (or deemed completion in accordance with clauses 2 or 3). Ocere Ltd reserves the right to refuse to undertake any further work for the Client if an invoice remains outstanding.

5.2 All invoices must be settled within 7 days of the invoice due date unless specific payment terms have been discussed and agreed with your Account Manager and our Credit Control Team.

5.3 All prices quoted for work are subject to VAT at the prevailing rate.

5.4 Payment methods are detailed on the invoice and payment can be made by bank transfer, credit or debit card, PayPal.

5.5 We do not accept cheques as a valid payment method.

6. Outstanding Payments

6.1 Ocere reserves the right to remove any work completed from any computer systems and the internet if invoice payments are not received within the agreed terms of the order or, at the latest, by 30 days of the invoice date.

6.2 If payment is not received within 7 days of the invoice due date, a Late Payment Fee of £42 + Vat, or 8% of the total balance, whichever is higher will be charged.

6.3 Ocere Ltd’s removal of Project material does not relieve the Client of its obligation to pay the due amount. Clients whose accounts are in default agree to pay Ocere Ltd’s reasonable legal expenses and third-party collection agency fees in the enforcement of these Conditions.

7. Warranties and Liabilities

7.1 The Client’s website and its search engine acceptance or rankings may be affected by external factors including but not limited to search engine policies and changes thereto. As such, the Client acknowledges that the Company cannot guarantee that the Client’s web pages will be accepted or indexed or not blacklisted or continue to be accepted or indexed by any search engines or that they will appear or continue to appear in any particular position in any search engine results.

7.2 Except for the express obligations set out in Clause 14 or otherwise expressly agreed in writing by an authorised representative of Ocere Ltd, and subject to any rights or liabilities which cannot lawfully be excluded, the Service is provided “as is” and “as available” and the Company makes no additional warranties or representations:

7.2.1 or guarantee of any particular result, outcome or performance;

7.2.2 whether express, implied or statutory, with respect to the Service, including, without limitation, any implied warranties of merchantability, accuracy, fitness for a particular purpose, or non-infringement. No oral or written information, results or advice given by the Company or its employees shall create any additional contractual warranty, except where expressly agreed in writing by an authorised representative of Ocere Ltd or expressly provided under Clause 14, subject always to applicable law;

7.2.3 that optimised content provided by it will be viewable by or function correctly with all browser software;

7.2.4 that its provision of the Service will be uninterrupted or error free or will not cause any damage or corruption to any hardware, software, network, system, data or other property belonging to the Client.

7.3 The Client warrants that it has obtained and will maintain all necessary licences, authorisations and consents which are necessary for the Project, content and domain name.

7.4 The Client warrants that any and all intellectual property provided by it to the Company pursuant to this Contract is owned by the Client or the Client has the owner’s written permission to use it, and the Client will indemnify and keep indemnified the Company and its subcontractors from any liability, claim, loss, damage or expense arising out of the use of such intellectual property.

7.5 Subject to the express obligations set out in Clause 14, the limitations of liability set out in Clauses 7.8 and 10, and any rights or liabilities which cannot lawfully be excluded or limited, Ocere Ltd shall not be liable for losses, claims, damages, costs or expenses arising from circumstances outside its reasonable control, including the acts or omissions of third-party publishers, Webmasters, search engines or other independent service providers.

Nothing in this clause shall exclude or restrict Ocere Ltd's liability for its own failure to exercise reasonable care and skill in providing the Services, subject to the applicable limitations of liability under this Agreement. In particular:

7.5.1 Ocere Ltd shall not be liable for any result, outcome or consequence of any action taken, or failure to act, by the Client in reliance on information, results or advice provided by Ocere Ltd or its employees, except to the extent that such liability arises from Ocere Ltd's failure to exercise reasonable care and skill or otherwise cannot lawfully be excluded.

7.5.2 Subject to the express obligations under Clause 14 and any remedies which cannot lawfully be excluded, the Client acknowledges and agrees that Ocere Ltd shall use reasonable endeavours to address dissatisfaction with the distribution or placing of content, articles or links, including attempting removal where appropriate. The Client acknowledges that removal or modification of content on third-party websites may be subject to the relevant website owner's discretion and outside Ocere Ltd's reasonable control.

7.6 Subject to Clause 7.8 and any liability which cannot lawfully be excluded or limited, Ocere Ltd shall not be liable for any loss of profits, revenue, business, contracts, anticipated savings or business opportunities, or for any indirect or consequential losses arising out of or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even where Ocere Ltd has been advised of the possibility of such losses.

7.7 The Client shall be responsible for keeping its data and data files secure and for taking back-up copies of its data and data files and verifying the functionality of such back-up copies. The Company shall not be liable for the loss of, damage to, or alteration of data or data files of the Client arising out of the provision of the Service.

7.8 Nothing in these Conditions shall exclude or limit Ocere Ltd's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.

Subject to the foregoing, and to the extent permitted by applicable law, Ocere Ltd's total aggregate liability arising out of or in connection with any individual Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid or payable by the Client to Ocere Ltd in respect of that specific Order.

For the avoidance of doubt, fees paid or payable in relation to other Orders, Projects or Services shall not be included when calculating the liability cap applicable to the Order giving rise to the claim.

7.9 The Client agrees to indemnify and hold harmless the Company, its affiliates, officers, agents, co-branders and other partners, and its and their respective employees, from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, costs and expenses (including without limitation reasonable legal fees and disbursements and court costs) arising from or in connection with its use of the Service, its violation of this contract or its violation of any rights of any third party.

8. Termination of Service

8.1 This Agreement shall commence upon the date of signature on the Letter of Engagement, or such other date as the Parties agree, and shall continue until receipt of invoice payment, unless terminated in accordance with Clause 8. The expiry or termination of the Agreement shall not affect any obligations under Clause 14 which are expressly intended to continue for the applicable guarantee period.

8.2 Termination shall be without prejudice to any rights acquired by the parties during the term of the contract.

8.3 The Client may request in writing that Ocere Ltd cancel an order, giving 30 days’ notice. Ocere Ltd will only accept this request for termination if work on the order has not yet begun. If work has already begun on the Project, Ocere Ltd will invoice the Client for the work carried out.

8.4 Ocere Ltd reserves the right not to work with any Client who has a site which it deems is unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at its own discretion.

8.5 Ocere Ltd reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.

8.6 Ocere Ltd reserve the right to cancel the Client’s email access: (a) if Ocere Ltd receive excessive spam complaints about the Client (b) it is suspected the Client is using the email account to send spam (c) Ocere Ltd suspect the Client is using the service to send pornographic, offensive or inappropriate material (d) Invoice payment is not made in accordance with these terms.

8.7 Should the Client go into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Ocere Ltd reserves the right to terminate the order.

8.8 Ocere ltd reserves the right to terminate an order with the Client at any time without prior notification if it deems the Client to be in breach of these Conditions. Ocere ltd shall be the sole arbiter in deciding what constitutes a breach. The Client shall not be entitled to refunds of any payments made to Ocere Ltd.

8.9 If the order is terminated by either party then Ocere Ltd will be entitled to payment for work done to that date. The invoice for such work must be paid by the Client within 30 days of receipt failing which Ocere Ltd shall be entitled to payment of the full price of the order forthwith.

9. Indemnities

9.1 The Client agrees to keep Ocere Ltd fully indemnified on demand against any liability, damage, expense, claim or cost (including legal costs and expenses) suffered by Ocere Ltd as a result of the Client’s breach of any clause of this Agreement

9.2 The Client agrees that Ocere Ltd is not liable for any claims, losses, costs incurred or damages due to any failure to carry out services within a given delivery timescale.

9.3 The Client agrees that Ocere Ltd is not liable for absence of service as a result of illness or holiday.

9.4 The Client agrees that Ocere Ltd shall not be liable for the website content.

9.5 Subject to Clause 7.8 and any liability which cannot lawfully be excluded or limited, Ocere Ltd shall not be liable for any infringement of copyright or proprietary rights, misinformation or defects arising from content, materials, instructions or information supplied by the Client or third parties outside Ocere Ltd's reasonable control. Nothing in this clause shall exclude or restrict Ocere Ltd's liability for its own failure to exercise reasonable care and skill in providing the Services.

9.6 The Client will indemnify Ocere Ltd in relation to any liability arising in respect of the matters at 9.2. 9.4 and 9.5.

10. Limitation of Liability

10.1 The limitations of liability set out in Clause 7.8 shall apply to all claims arising out of or in connection with the provision of the Services. This Clause 10 shall not create any separate or additional financial liability cap.

10.2 The exclusions of liability set out in Clause 7.6 shall apply to all claims arising out of or in connection with the provision of the Services, subject always to the limitations and exceptions set out in Clause 7.8 and any liability which cannot lawfully be excluded or limited.

11. Force Majeure

11.1 Ocere Ltd shall not be under any liability for any failure to perform any of its obligations under the order due to ‘Force Majeure’. Following notification by Ocere Ltd to the Client of such cause, Ocere Ltd shall be allowed a reasonable extension of time for the performance of its obligations.

11.2 For the purposes of this condition, ‘Force Majeure’ means fire, explosion, flood, lightening, Act of God, act of terrorism, war, rebellion, riot, sabotage, telecommunication problems, software failure, hardware failure, third party interference, official strike or similar official labour dispute, or events or circumstances outside the reasonable control of the party affected thereby.

12. Confidentiality and Data

12.1 The Client is responsible for keeping the password and username that may be assigned on registration confidential. The Client is fully responsible for all action and activities that take place under the Client account.

12.2 If the Client believes there has been unauthorised use of the account or suspects that confidentiality has been compromised, the Client must contact Ocere Ltd immediately at info@ocere.com

12.3 In the event of termination or expiration of this Agreement, each party shall return or, if requested, destroy the confidential information of that party.

12.4 Each party shall comply with its obligations under all applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018 and any applicable amendments or replacement legislation.

12.5 Ocere Ltd and any third-party associates agree that it will not disclose any confidential information relating to the Client without the Client’s express permission.

12.6 The Client agrees that it will not disclose any confidential information relating to Ocere Ltd.

12.7 Ocere Ltd shall use information provided by the Client: (a) to identify the Client in communication by phone, email, postal mail; and (b) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.

13. Service Provision

13.1 Ocere Ltd cannot guarantee correct functionality with all browser software across all different operating systems.

13.2 Subject to Ocere Ltd's express obligations under Clause 14 and any liability which cannot lawfully be excluded, no warranty is provided by Ocere Ltd in relation to the performance of third parties engaged to perform part of the order. Ocere Ltd shall not be responsible for failures, actions, omissions or errors of third-party providers outside its reasonable control, including the subsequent removal, modification or technical failure of published links.

13.3 The Client agrees that Ocere Ltd is unable to guarantee that the Client’s website will achieve a favourable position, or any position, within a particular search engine and as such, shall not be liable for failure to achieve a particular position.

13.4 The Client agrees that Ocere Ltd shall not be liable for any website URLs dropped or excluded by a search engine for any reason.

13.5 The Client agrees that no liability will be attributable to Ocere Ltd in the event of website downtime or the inability to operate the web pages or website.

14. Link Aftercare Guarantee

14.1 Ocere Ltd provides a twelve (12) month Link Aftercare Guarantee on link-building placements, commencing from the date the link is confirmed as live and delivered to the Client.

14.2 During the first ninety (90) days following delivery of a link placement, where the link is removed, becomes inaccessible or materially ceases to meet the placement requirements expressly agreed at the time of order, the Client may notify Ocere Ltd in writing.

Ocere Ltd shall be given a reasonable opportunity to investigate and seek resolution with the relevant third-party website owner ("Webmaster"). Where the issue cannot reasonably be resolved, Ocere Ltd will provide a suitable replacement link at no additional charge to the Client.

A suitable replacement shall mean a link placement with reasonably comparable characteristics to those originally agreed, taking into account relevant SEO metrics, website relevance and placement type, subject to availability. Where a suitable replacement is not immediately available, Ocere Ltd shall use reasonable endeavours to identify an appropriate alternative within a reasonable period and shall keep the Client informed of progress. Any materially different alternative placement shall be subject to the Client's agreement. Nothing in this paragraph shall exclude any remedy which cannot lawfully be excluded.

The replacement commitment shall not apply where the issue results from changes made or requested by the Client, including changes to the Client's website, destination URL or content, or other circumstances directly attributable to the Client.

14.3 Following the initial ninety (90) day period, and for the remainder of the twelve (12) month Link Aftercare Guarantee, Ocere Ltd guarantees reasonable after-sales support in relation to link issues reported by the Client.

Such support shall consist of reasonable investigation, contacting the relevant Webmaster where reasonably practicable, and using reasonable endeavours to seek reinstatement of the link or resolution of the reported issue.

Ocere Ltd does not guarantee that such efforts will result in reinstatement, continued publication or successful resolution, as these matters may depend upon third parties outside Ocere Ltd's reasonable control.

14.4 The Client acknowledges that third-party websites and Webmasters operate independently of Ocere Ltd and that Ocere Ltd has no direct control over the continued availability, maintenance, modification or removal of published links. Accordingly, outside the initial ninety (90) day replacement period, Ocere Ltd shall not be responsible or liable for link removals, alterations, technical failures or other issues arising from the actions or omissions of third-party Webmasters or circumstances outside Ocere Ltd's reasonable control.

14.5 Where a link issue arises after the initial ninety (90) day period and within the twelve (12) month Link Aftercare Guarantee, Ocere Ltd may, at its sole discretion and on a case-by-case basis, offer a replacement link or account credit as a gesture of goodwill.

No automatic entitlement to a replacement link, refund or account credit arises solely because a link has been removed, altered or become inaccessible during this period due to circumstances outside Ocere Ltd's reasonable control.

Any discretionary replacement or credit shall not constitute an admission of liability, nor create any obligation to provide the same remedy in other circumstances. Nothing in this clause excludes any remedy which cannot lawfully be excluded.

14.6 The Link Aftercare Guarantee does not constitute a guarantee of uninterrupted link availability, continued publication by a third-party Webmaster, search engine indexing, rankings or SEO performance. Any specific alternative guarantee expressly agreed in writing between Ocere Ltd and the Client shall remain subject to its agreed terms.

14.7 The Client must report any issue under the Link Aftercare Guarantee in writing, identifying the affected link and the nature of the issue, within the applicable guarantee period.

The guarantee period shall commence on the date the original link placement is confirmed as live and delivered to the Client. The provision of a replacement link or other remedial action shall not automatically restart or extend the original twelve (12) month guarantee period, unless otherwise expressly agreed in writing by Ocere Ltd.

15. Entire Agreement

15.1 This Agreement constitutes the entire agreement between the parties in relation to the relevant Order and supersedes all previous discussions, negotiations and understandings relating specifically to that Order, except for any alternative warranties, guarantees or service commitments expressly agreed in writing by an authorised representative of Ocere Ltd.

15.2 Nothing in this clause shall retrospectively amend or extinguish any contractual rights or obligations arising under previously agreed Orders, nor exclude or limit liability for fraud or fraudulent misrepresentation.

16. Waiver

The failure by Ocere Ltd to enforce any of these Conditions at any time or for any period will not release or exonerate or in any way affect the liability of the Client or be a waiver of:

16.1 These Conditions.

16.2 The right of Ocere Ltd at any time afterwards to enforce each and every clause of these Conditions; or

16.3 Any penalty attached to their performance.

17. Severance

If any provision of this agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this agreement and rendered ineffective as far as possible without modifying the remaining provisions of this agreement and shall not in any way affect any other circumstances of or the validity or enforcement of this agreement.

18. Assignment

This Agreement shall be binding upon the parties and their respective successors and permitted assignees, and references to a party in this agreement shall include its successors and permitted assignees.

19. Governing Law

This Agreement shall be governed by and interpreted in accordance with English law and the English courts shall have jurisdiction to resolve any disputes between the parties.

20. Amendments to Terms & Conditions

20.1 Ocere Ltd reserves the right to review, amend, update or replace these Terms & Conditions at any time, at its sole discretion.

20.2 Any amendments shall take effect upon publication of the updated Terms & Conditions on Ocere Ltd's website, unless otherwise stated. The updated Terms & Conditions shall apply to orders and services agreed after the effective date of such amendments.

20.3 Amendments to these Terms & Conditions shall not retrospectively alter the contractual rights or obligations applicable to orders previously agreed, unless otherwise agreed between Ocere Ltd and the Client or permitted under the terms of the existing Agreement.