Martexy Agency provides several services aimed at increasing a website’s online visibility. You agree to the Terms of Service outlined below by engaging us. Please do not hesitate to contact us if you have any concerns or if we can be of assistance.
Martexy offers local, global, and international search engine marketing, optimization, and related services. As a result, we send your information to search providers on your behalf, and you must agree to their terms and conditions. Google, Yahoo, MSN/Bing, ASK, AOL, Marchex, InfoUSA, 411 Directory Assistance, Yellowpages.com, Superpages.com, Yellowbook.com, Yelp, Acxiom, Localeze, TrueLocal, local.com, CitySearch, MagicYellow, Dex, YP.com, iBegin, YellowBot, Insider Pages, MojoPages, Kudzu, Merchant Circle, OnStar, Craigs.
1. DEFINITION AND INTERPRETATION
1.1. In these terms and conditions the following definitions apply unless otherwise stated:
“Business Day” means a day (other than a Saturday, Sunday, or public holiday) when banks in Azerbaijan are open for business.
“Contract” means the contract between the Company and the Client for the supply of Services governed by these Terms and the Order.
“Client” means the individual or business entity who purchases Services from the Company and whose details are set out in the Order.
“Force Majeure Event” means an event beyond the reasonable control of either party, including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, the act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
“Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
“VAT” means value added tax chargeable under Azerbaijani law for the time being and any similar additional tax.
“White Label Work” means Services provided by the Company to a Client who rebrands these services as their own for the benefit of their client
1.2. Where these Terms use words in their singular form, they shall also be read to include the plural form of the word and vice versa. Where these Conditions use words that denote a particular gender, they shall be also read to include all genders and vice versa.
1.3. The headings in this document are inserted for convenience only and shall not affect the construction or interpretation of these Terms.
1.4. A reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted
2. TERMS AND CONDITIONS
2.1. These Terms shall apply to all agreements concluded between the Martexy Agency and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2.2. These Terms and the Order may only be varied by express written agreement between the Martexy and the Client.
3. THE CONTRACT
3.1. The Order constitutes an offer by the Client to purchase the Services by these Terms. The Client shall ensure that the terms of the Order and any relevant Specification are complete and accurate.
3.2. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, or when the Company has started to provide the Services having received the Order, whichever happens first, at which point the Contract shall come into existence.
3.3. The Contract constitutes the entire agreement between the Company to provide the Services to the Client and for the Client to purchase those Services, by these Terms.
3.4. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Any samples, drawings, descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogs or brochures are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or any other contract between the Company and the Client for the supply of Services.
3.5. A Quotation for the supply of Services given by the Company shall not constitute an offer. A Quotation shall only be valid for 14 Business Days from its date of issue.
3.6. For any White Label Work the Client understands and agrees that the Company has no contractual relationship and therefore no liability in respect of the ultimate client with whom the Client agrees to perform the White Label Work.
4. COMPANY OBLIGATIONS AND WARRANTIES
4.1. The Company warrants that it will provide the Services as stipulated in the Order using reasonable care and skill to conform in all material respects with the Specification.
4.2. The Company shall use all reasonable endeavors to meet any performance dates specified in the Order but any such dates shall be estimates only and time shall not be of the essence for the provision of the Services. The Company shall not be liable for any delay in delivery of the Services caused by a Force Majeure event or the Client’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Services.
4.3. The Company shall have the right to make any changes to the Services which are necessary to comply with any applicable law.
4.4. The Company shall be entitled to use a Group Company or other subcontractors for the provision of the Services provided always that the Company shall remain liable to the Client for the performance of the Services as if it had carried them out itself.
5. CLIENT’S OBLIGATIONS AND INDEMNITIES
5.1. The Client shall provide assistance and technical information to the Company, as reasonably required by the Company in sufficient time to facilitate the execution of an Order per any estimated delivery dates or milestones. The Client shall have sole responsibility for ensuring the accuracy of all information provided to the Company and warrants and undertakes to the Company that the Client’s employees assisting in the execution of an Order have the necessary skills and authority.
5.2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and or approve materials provided under the Services, including (without limitation) advertising copy, search terms, and graphic material submitted by the Company. Also, the Client shall be obliged as quickly as possible and within the agreed deadline to implement changes on websites, in IT systems, or where it may otherwise be required by the Company.
5.3. The Client shall be obliged to inform the Company immediately of changes of domain names, websites, technical setup, and any other material information regarding the technical infrastructure which may affect the Services delivered by the Company.
5.4. If the Client fails to undertake those acts or provide those materials required under this clause 5 within any agreed deadline (and at least within 15 Business Days of the date requested by the Company) the Company shall be entitled to invoice for the Services that it has supplied and the remaining Services specified in the Order whether or not the Company has been able to deliver them.
5.5. The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs, and expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result of the provision of the Services following the Order, Specification, or the content of the Client’s advertising or web pages which result in claims or proceedings against the Company for infringement of any Intellectual Property Rights or other proprietary rights of third parties, or breach of confidentiality or contract or defamation.
5.6 The Client undertakes to comply with all applicable rules, regulations, codes of practice, and laws relating to its use of the Services, including without limitation its obligations under the Data Protection Act 1998, the Regulation of Investigatory Powers Act 2000, Competition Act 1998 and 1.1. the E-Commerce Directive and equivalent legislation and hereby agree to indemnify and to keep the Company indemnified in respect of any according to costs, claims, to time or proceedings whatsoever brought against the Company by any third party in connection with any breach of the same by the Client.
5.7. As standard across the Services and unless otherwise notified, the Client shall be exclusively responsible for implementing the optimization changes recommended by the Company. As notified by the Company, in certain cases for amendments to existing optimizations, the Client shall allow the Company uses the site’s FTP or content management system’s username and password to gain access to add in keywords.
5.8. The Company requires that prior notice be given for any alterations relating to the Client’s website(s) that may affect the services supplied by the Company. If alterations are made by the Client or a third party to the Client’s site(s) search engine placements may be affected and the Company cannot be held responsible.
5.9. The Company advises that regular, fresh content added to the site will help to improve the stability of rankings within search engines and the Client understands that regular, unique content plays an important part in the success of a website and failure to add unique content will lessen the impact of SEO services.
5.10. In respect of all White Label Work the Client shall indemnify the Company against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties, and legal and other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with the contract between the Client and their client for the White Label Work.
6.1. Unless otherwise expressly stated, all prices shall be in Pounds Sterling and shall be exclusive of VAT and other duties. If duties are introduced or changed after the conclusion of an Order, the Company shall be entitled to adjust the agreed prices accordingly.
6.2. The Client acknowledges that certain Services may involve the licensing of third party Intellectual Property Rights and that the Client may be required to enter into a license directly with such third party. Unless otherwise expressly stated, all prices shall be exclusive of costs for the acquisition of Intellectual Property Rights for materials to be included in marketing materials, including if relevant (but without limitation) pictures and licenses from third-party owners and licensors.
6.3. The price stated in the Order shall be an estimate based on a qualified estimate of the number of hours required to provide the Services. This is an estimate only and Services shall be invoiced following the actual number of hours spent per the price set out in the Order or Quotation and if the price is not so stipulated, the Client shall be charged at the hourly rate specified in the Company’s then-current price list. the Company shall be obliged to update the estimate and budgets on an ongoing basis following, among other things, changes made to an Order.
6.4. Whilst every effort is made to ensure that costing estimates are accurate, the Company reserves the right to amend any estimate, should an error or omission have been made.
7.1. The Company shall invoice the Client monthly, either in advance or following Services delivered. Before the Company carries out any work Clients are usually asked to provide a non-refundable fees deposit. This deposit is like a rent deposit. It is kept securely and will be offset against the Client’s last invoice(s) when the work detailed in an Order has been completed. Also, if the Client does not pay a monthly invoice when it is due the Company shall use the deposit to pay the invoice and will not do any further work until the deposit is replaced.
7.2. The Client shall pay each invoice submitted by the Company within 14 Business Days of the date of the invoice and in cleared funds following clause 7.3 below. The invoice number shall be stated on all payments and payment by BACS, CHAPS, Cheque, and Bank Transfer are accepted.
7.3. The Client shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off, or counterclaim against the Company to justify withholding payment of any such amount in whole or in part. the Company may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
7.4. In the event of overdue payment, interest shall accrue on the invoice amount at the statutory rate prescribed by the Late Payment of Commercial Debts (Interest) Act 1998 or at the rate of 2 percent over the base rate of Barclays Bank Plc (whichever should be the higher). At the Company’s discretion, a fee of £10 (to cover administrative expenses and not as a penalty) shall be charged per reminder for overdue payment submitted to the Client. the Company shall be entitled to submit such reminders weekly once the fees have become overdue. the Company expressly reserves all rights at all times to bring any legal action it considers appropriate to recover any unpaid sums.
7.5. Late payment shall be considered as constituting a material breach of the Contract entitling the Company (at its discretion) to cancel the Contract or to affirm the Contract and assert the usual remedies for breach.
7.6. If the Services cannot be delivered either in full or in part due to the Client’s failure to assist or delay in assisting in the execution of the Order, the Company shall be entitled to charge to the Client an estimated amount, corresponding to the amount that would have been due had the Services been rendered following the Order. the Company shall be entitled to payment based on the Company’s price list applicable from time to time for any additional work required because the Client fails to assist or delay in assisting.
7.7. If the Client subsequently requires the Company to complete the work within a shorter time frame than specified in the Order the Company reserves the right to charge additional monies to prioritize such projects ahead of pre-planned work.
8. DELAYS AND COMPLAINTS
8.1. If the Client proves that the Services are delayed or not following the Contract, the Company shall be obliged to remedy or redeliver, at its discretion, without undue delay. If the Services continue to be not following the Contract after reasonable attempts have been made to remedy this, the Client shall be entitled to cancel the Order in accordance with clause 13.2 a), provided that the breach is material.
8.2. Complaints concerning delays or breach of Contract shall be submitted immediately after the time when the Client became or should have become aware of the matter. If the Client fails to bring the defect (unless by its very nature it is impossible to ascertain within such a period) to the 1.1. The attention of the Company within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to assert remedies based on delays or breach of Contract.
8.3. The Client hereby acknowledges that certain Services rely upon goods and/or services being provided by third parties (Third Party Services). The Client acknowledges that the Third Party Services will be governed by that third parties terms and conditions and that the Company cannot provide any warranties in respect of the Third Party’s Services and will not be liable to the Client for any delays and/or failings in respect of the same. Providers of Third Party Services may provide their own warranties to the Client and the Client must satisfy itself whether or not such warranties (where given) are acceptable for the Client’s business purposes or risk management policies.
8.4. The Company’s only responsibility in respect of the Third Party Services is to take reasonable care and skill when selecting the providers of the same.
8.5. The Client’s exclusive remedies for late delivery or Services not conforming with the Contract are as specified in this clause 8 and, if the remedies set out in these Terms have been exhausted, the Client’s final remedy is limited to cancellation of the Contract and the Company’s sole liability is to refund any payments for Services not conforming with the Contract, subject to the limitations set out in clause 9 below.
9.1. Except as expressly stated in this Clause 9, the Company shall have no liability to the Client for any loss or damage whatsoever arising from or in connection with the provision of the Services or for any claim made against the Client by any third party.
9.2. Without prejudice to the generality of Clause 9.1 above, the Company shall have no liability for any losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly or are immediate or consequential which fall into the following categories:
a) Any indirect or consequential loss arising under or concerning the Contract even though the Company was aware of the circumstances in which such loss could arise;
b) Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
c) Loss of data; and
d) Fraudulent clicks on any of the Client’s accounts managed by the Company.
9.3. To the extent such liability is not excluded by sub-clauses 9.1, 9.2, the Company’s total liability (whether in contract, tort (including negligence or otherwise)) under or in connection with the Contract or based on any claim for indemnity or contribution (including for damage to tangible property) or otherwise will not, in any event, exceed the total sum invoiced for the Services.
10. CONFIDENTIALITY AND PERSONAL DATA
10.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are confidential and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents, or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents, or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause shall survive termination of the Contract.
10.2. During the term of the Contract and for a period ending 5 years from the date of its conclusion, the Company shall take the same care as the Company uses with its to discharge confidential information, to avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or operational information which the Client has designated as confidential.
10.3. The obligation in Clause 12.2 shall not apply to any information which is or becomes publicly available otherwise than through a breach of this agreement, is already or rightly comes into the Company’s possession without an accompanying obligation of confidence, is independently developed by the Company, or which the Company is required to disclose by law.
10.4. During the term of the Contract and for a period ending 5 years from termination thereof, the Client will not disclose to any persons within its organization that do not need to know, or to any third party, any information and non Client materials provided by the Company concerning the method or approach the Company uses in providing the Services.
10.5 Each party agrees to comply with its respective obligations under the Data Protection Act 1998.
11.1. The Company reserves the right to modify or discontinue, temporarily or permanently, the Services with or without notice to the Client and the Company shall not be liable to the Client or any third party for any modification to or discontinuance of these Services save for the return of any prepaid sums in connection with the provision of the Services which are subsequently not provided.
11.2. The Company shall be free to provide its Services to third parties whether during or following the provision of the Services to the Client.
11.3. During the term of the Contract and for a period of 12 months thereafter, the Client agrees not to employ or engage or offer to employ or engage anyone designated by the Company to work on the Services.
11.4. The failure of either party to enforce or to exercise at any time or for any period of time any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or rights and shall in no way affect that party’s right later to enforce or to exercise it.
11.5. If any term of these Terms is found illegal, invalid, or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in full force and effect and be binding on the parties to the Contract.
11.6. Any valid alteration to or variation of these Terms must be in writing signed on behalf of each of the parties by duly authorized officers.
11.7. A person who is not a party to the Contract shall not have any rights under or in connection with it.
11.8. All notices must be in writing to Martexy, or such address as is advised by the Company.
12. ENTIRE AGREEMENT
The parties acknowledge and agree that the Contract supersedes any prior agreement, understanding, or arrangement between the parties, whether made orally or in writing, and constitutes the entire agreement between the Company and the Client relating to these Services. Therefore, except as expressly provided, all other conditions and warranties (implied, statutory, or otherwise) are hereby excluded to the fullest extent permitted by law.
13. LAW AND JURISDICTION
13.1. The Company and the Client shall be obliged to attempt to settle any disputes arising between them including disputes relating to the existence or validity of the Contract through negotiation provided always that either party shall be entitled at all times to exercise any of its other remedies including through taking legal action.
13.2. The Contract shall be governed by and construed according to Azerbaijani law and the parties hereby agree to submit to the non-exclusive jurisdiction of the Azerbaijani courts.
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