Terms of Use
1. Interpretation and Definitions
1.1 In this agreement the following terms shall have the respective meanings assigned to them:
"Agreement" means these Terms and Conditions, the Payment Schedule and the Order Form. In
the event of any conflict between the terms of this Agreement, the details of the Order Form shall prevail, except for payment terms where the Payment Schedule shall prevail; "the Customer" means the company its employees, agents, representatives and sub contractors, to whom the Service is provided as set out on the Order Form; "Commencement Date" means the date of commencement of the Services as set out on the Order Form; "Fees" means the amounts payable by the Customer for the Services provided by Global Traffic Solutions as set out in the Order Form; "Force Majeure" means any act, event, omission or accident beyond reasonable control
including but not limited to Acts of God, fire, lightening, explosion, flood, extreme weather
conditions, outbreak of hostilities(whether war be declared or not), riot, civil disorder or
commotion, acts of terrorism, industrial disputes or acts or defaults of any local or central
Government or other competent authority; “Initial Term” unless otherwise stated on the Order Form [one] year from the Commencement Date "Order Form" means the customers agreed schedule for the provision of Services forming part of these terms and conditions; “Payment Schedule” means the agreed schedule of payments that the customer shall make to Global Traffic Solutions for the Services forming part of these terms and conditions; "the Service" means the services to be provided by Global Traffic Solutions as specified in the Order Form
and further described on our website, www.gtrafficsolutions.com;
1.2 The headings do not affect the interpretation of the Agreement.
1.3 Any reference to a party’s employees includes its agents and sub-contractors.
2. Application of the Terms
2.1 These terms and conditions shall apply to and be incorporated in the Agreement.
2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Agreement shall be binding on us unless in writing and signed by a duly authorized representative of Global Traffic Solutions.
2.3 If the Customer wishes to change any part of the Agreement, the request shall be sent in writing to Global Traffic Solutions. Global Traffic Solutions shall respond to the Customer within 5 days as to whether it is prepared to agree to the change and, if so, details of the cost of the change, any effect on any other part of the Agreement including any change in timescales. The Customer may accept such proposal within such time as Global Traffic Solutions may specify or, if none, within 7 days, failing which it shall be deemed rejected. Pending acceptance or rejection Global Traffic Solutions may continue to perform the Agreement without reference to the request.
3. Contractual terms
3.1 Any quotation is valid for a period of 15 days only, and Global Traffic Solutions may withdraw it at any time with or without notice to the Customer. Any quotation is given on the basis that no contract shall come into existence until we have an acknowledgment of order in accordance with clause 3.3.
3.2 Each order or acceptance of a quotation for Services by the Customer shall be deemed to be an offer by the Customer subject to these conditions. The Customer shall ensure that its order is complete and accurate.
3.3 No order for Services placed by the Customer shall be deemed to be accepted by us until a written acknowledgment (including email) is issued by us, or, if earlier, when Global Traffic Solutions begins to provide the Services to the Customer.
3.4 No agreement may be canceled by the Customer, except with the agreement in writing of Global Traffic Solutions and provided that the Customer indemnifies Global Traffic Solutions in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by Global Traffic Solutions as a result of the cancellation.
3.5 Global Traffic Solutions employees are not authorized to make any contractually binding representations concerning the Services. In entering into the Agreement, the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which have not been confirmed in writing by an authorized officer of Global Traffic Solutions.
3.6 Contract Cancellation – Contracts may be canceled with 60 days prior written notice being
received. Upon cancellation 50% of the remaining contract balance will be payable by the Customer. Any services delivered as part of a contract bonus will be invoiced at the rate card amount if the contract term is not completed in full and payable by the Customer.
4. Customer’s obligations
4.1 The Customer will provide Global Traffic Solutions with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as Global Traffic Solutions may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable Global Traffic Solutions to comply with its obligations under this Agreement.
4.2 The Customer shall comply with directions and advice from Global Traffic Solutions within a reasonable period.
4.3 The Customer shall not interfere or disrupt the Service.
5. Implementation of Service
5.1. In consideration of the payment by the Customer of the Fees in accordance with clause 11, Global Traffic Solutions shall provide the Services during the continuance of this Agreement.
5.2. Global Traffic Solutions shall be permitted to subcontract or outsource any of the Services or obligations under this Agreement.
5.3. Global Traffic Solutions will use reasonable efforts to provide Customers with the Services in accordance with the estimated time line set out in the Order Form.
5.4. Where the Service being provided requires, Global Traffic Solutions will liaise with the relevant web agency, hosting company or other third party in order to provide the Services. Global Traffic Solutions shall not be liable for any act or omission by the relevant web agency, hosting company or other third party, if such act or omission results in Global Traffic Solutions breaching its obligations under this Agreement.
5.5. Global Traffic Solutions will not make changes to or update a Customer’s website prior to written, emailed or faxed consent from the Customer, stating that Global Traffic Solutions have the right to make the agreed changes and the Customer, as the website owner, agrees to and takes full responsibility for those changes being made.
6. Top Ten Google Guarantee
6.1 This clause shall only apply if the Top Ten Google Guarantee (TTGG) service is specified on the
Order Form and there are no Fee payments outstanding.
6.2 Global Traffic Solutions may refund or provide services in lieu for [the amount determined by the Directors of Global Traffic Solutions or amount specified on the Order Form or 50% of the Fees in the 6 month period ] if:
I. The Customer’s website is not listed on the first page of non sponsored listings in a
Google search for the key words agreed in the Order Form (“Keywords”), within 6
months from the completion of the agreed link building campaign to fulfill this guarantee.
II. Google does not change their search engine algorithms within the 6 month period.
III. The Customer has not and is not in breach of any term or condition of this Agreement.
IV. The Customer has not removed any of the Services, changed Keywords, changed
domains, interfered with the link building or not complied with the request and advice of
Global Traffic Solutions.
V. The Customer has not acted in a way that the Director’s of Global Traffic Solutions consider, at their sole discretion, is detrimental to achieving the first page listing.
VI. The Customer has not interfered with or impaired the Service.
VII. The Customer’s website has been available for more than 99% of the 6 month period.
VIII. The Customer has not breached any national or international law.
IX. There are no other factors outside of the control of Global Traffic Solutions that have prevented or inhibited its ability to provide the TTGG service.
6.3 The Guarantee will be deemed fulfilled by Global Traffic Solutions when a minimum of one keyword agreed in the campaign reaches a top ten position in the non sponsored listings for www.google.com
(pages from the USA)
6.4 This Guarantee applies to Google searches and no other search engines.
7. Link Building:
7.1 If stated on the Order Form, Global Traffic Solutions Shall provide the link building services as specified on the website www.gtrafficsolutions.com
7.2 The number of links stated in the Order Form is the number of links that Global Traffic Solutions will provide on the link building report. The number is correct at the point at which the report is generated and quality controlled, where upon it will be emailed to the Customer.
7.3 Global Traffic Solutions offer no guarantee for the length of time each link will remain live after the point at which it has been confirmed and reported on the Customer link report.
8. Themed Link – 12 Month Link Lifespan Guarantee:
8.1 Guarantee applies to live contract clients only – this means clients that are still in a contract with Global Traffic Solutions and continue to work with Global Traffic Solutions.
9. Exclusions from Services.
9.1 Global Traffic Solutions shall be under no obligation to provide Services in respect of:
I. problems resulting from any modifications or customization of the domain;
II. links that are removed by third parties;
III. any domains other than those specified on the Order Form;
9.2 The Services do not include:
I. the cost of any third party software upgrades or web development which Global Traffic Solutions advises are required;
II. any website, hosting or other technical support; or
10. Warranty
Global Traffic Solutions warrants to the Customer that all Services supplied under this Agreement will be carried out with reasonable care and skill by personnel whose qualifications and experience will be appropriate for the tasks to which they are allocated.
11. Contract Term
The Services shall commence on the Commencement Date and shall remain in force from year to year there after, unless and until terminated by either party giving 60 days notice expiring at any time after the end of the Initial Term or otherwise in accordance with any other clause of this Contract
12. Payment
12.1 The Customer shall pay the Fees without set-off, deduction or delay, monthly in advance in the manner specified in the Payment Schedule. All prices are exclusive of VAT and any other relevant taxes. No Services shall be provided until payment has been received by Global Traffic Solutions. Global Traffic Solutions shall be entitled at any time, and from time to time, to increase the Fees to accord with any change in Global Traffic Solutions standard scale of charges by giving to the Customer not less than [90] days’ prior written notice.
12.2 If Global Traffic Solutions provides any services not included within the Services at the request of the Customer then Global Traffic Solutions shall charge for the same at its then current price and the Customer shall pay any invoice raised in respect of the same within 30 days.
12.3 Time for payment of Global Traffic Solutions invoices shall be of the essence of the Agreement.
12.4 If the Customer fails to make payment in full on the due date, the whole of the balance of the
Fees then outstanding shall become immediately due and payable and, without prejudice to any other right or remedy available to Global Traffic Solutions, Global Traffic Solutions may:
I. appropriate any payment made by the Customer to any outstanding sum;
II. charge interest on the amount outstanding from the due date to the date of receipt by
Global Traffic Solutions (whether or not after judgment), at the annual rate of 4% above the then
current base lending rate of United States Federal Goverment, accruing daily and compounded
quarterly; and
III. suspend all further delivery of Services until payment has been received in full.
12.5 The Fees are not refundable, except where otherwise stated herein.
12.6 Checks and direct debits returned unpaid by the Customer's bank and credit card payments
returned unpaid will incur an administration charge which under all circumstances shall be paid by the Customer.
13. 50% payment upfront 50% on results contracts and payments 13.1 The Customer shall pay the 50% of the contract value in advance of any work being completed by Global Traffic Solutions.
13.2 FULL SETTLEMENT without exception for all outstanding fees are to be paid within 15 working days of Global Traffic Solutions issuing a report in which the agreed keyword (s) are on page one of www.google.com 13.3 If payment is not received following 15 working days of the invoice being sent, Global Traffic Solutions will charge interest on the amount outstanding from the due date to the date of receipt by Global Traffic Solutions (whether or not after judgment), at the annual rate of 4% above the then current base lending rate, accruing daily and compounded quarterly;
13.4 The final 50% fees are payable regardless of the results if:
I. a customer changes the website or in any way hinders the progress of the website. If
the Customer has removed any of the Services, changed Keywords, changed domains,
interfered with the link building or not complied with the request and advice of Global Traffic Solutions;
II. the Customer has acted in a way that the Director’s of Global Traffic Solutions consider, at their sole discretion, is detrimental to achieving the first page listing;
III. the Customer has interfered with or impaired the Service;
IV. the Customer’s website has not been available for more than 99% of the 6 month
period;
V. the Customer has breached any national or international law; and
VI. there are other factors outside of the control of Global Traffic Solutions that have prevented or inhibited its ability to provide the first page results.
14. Termination or suspension of service
14.1 Global Traffic Solutions may, at its sole discretion, suspend the Services or terminate this Agreement if the Customer:
I. fails to pay any sum due under this Agreement and such sum remains unpaid for 20
days after written notice from Global Traffic Solutions that such sum has not been paid;
II. ceases to carry on business or become insolvent, or have an administrator or
receiver appointed or enter into liquidation or enter into any agreement with its
creditors; or
III. fails to fulfill any of its obligations under any part of this or any other agreement that it
has with Global Traffic Solutions; or
IV. interferes with or impairs the Service, or Global Traffic Solutions's ability to deliver the services.
14.2 Termination of the Agreement, however arising, shall not affect or prejudice the accrued rights of the parties as at termination or the continuation of any provision expressly stated to survive or implicitly surviving termination.
15. Dispute Resolution Procedure
15.1 If any dispute arises in connection with this agreement, directors or other senior representatives of the parties with authority to settle the dispute will, within 7 days of a written request from one party to the other, meet promptly in good faith to resolve the dispute.
15.2 If the dispute is not resolved in accordance with condition 13.1, the dispute shall be referred to mediation and two mediator shall be appointed and paid by the client/customer and not Global Traffic Solutions.
15.3 If no mediation takes place within 28 days of a request under condition 13.2 then the matter shall be referred to an expert, to be appointed, in default of agreement. He or she shall act as an independent expert and not as an arbitrator and his or her decision (including as to costs) shall, except in the case of manifest error, be final and binding upon Global Traffic Solutions and the Customer.
16. Data Protection Act
16.1 If any Personal Data (as defined by the Data Protection Act 1998) is passed to Global Traffic Solutions under this Agreement then the parties agree that the Customer is the Data Controller and that Global Traffic Solutions is the Data Processor.
16.2 The Customer warrants that it complies with the Data Protection Act 1998
16.3 Global Traffic Solutions shall:
I. process the Personal Data only in accordance with instructions from Customer;
II. process the Personal Data only to the extent, and in such manner, as is necessary
for the provision of the Services or as is required by Law or any Regulatory Body;
III. implement appropriate technical and organizational measures to protect the Personal
Data against unauthorized or unlawful processing or loss, destruction, damage,
alteration or disclosure; and
IV. take reasonable steps to ensure the reliability and confidentiality of any of Global Traffic Solutions personnel who have access to the Personal Data.
17. Limitation of liability 17.1 The following provisions set out the entire liability of Global Traffic Solutions (including any liability for the acts or omissions of its employees) to the Customer in respect of any breach of the Agreement and any representation, statement or tortuous act or omission (including negligence) arising out of or in connection with the Agreement. 17.2 All warranties, conditions and other terms implied by statute or common law are excluded from the Contract to the fullest extent permitted by law.
I. Global Traffic Solutions shall not be liable for any loss of profits, loss of business, depletion of
goodwill or similar losses or for any special, indirect or consequential loss, costs,
damages, charges or expenses howsoever arising; and
II. Global Traffic Solutions total liability in contract, tort (including negligence or breach of
statutory duty), misrepresentation, restitution or otherwise, arising in connection with
the performance or contemplated performance of the Agreement shall be limited to
200% of the total fees received by Global Traffic Solutions in the calendar year in which the
incident occurs. 17.4 The provisions of this Clause 15 shall continue to apply notwithstanding the termination or expiry of this Agreement.
17.5 Global Traffic Solutions will not be liable for any links being removed by a third party.
18. Confidentiality
18.1 Save as provided in this Agreement each party shall keep in strict confidence all technical or
commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed by one party to the other. Each party shall restrict disclosure of such confidential material to such of its employees as need to know the same for the purpose of discharging its obligations under the Agreement and shall ensure that such employees are subject to corresponding obligations of confidentiality.
18.2 All materials, drawings, specifications and data supplied by Global Traffic Solutions to the Customer shall at all times be and remain the exclusive property of Global Traffic Solutions, but shall be held by the Customer in safe custody at its own risk until returned to Global Traffic Solutions, and shall not be disposed of or used other than in accordance with Global Traffic Solutions written instructions or authorization.
18.3 This condition shall survive termination of the Agreement, however caused.
19. Non-Solicitation
19.1 Neither party shall, during the continuance of the Agreement, or within 6 months of its
termination, whether on behalf of itself or a third party, solicit or seek to entice away any employee of the other. In the event of breach of this clause the party in default shall pay the other a sum equal to six months gross pay of the employee concerned being a pre-estimate of the cost of recruitment and training a replacement.
20. Superior Force
20.1 Global Traffic Solutions shall not be liable to the Customer for any breach of its obligations under this the Agreement if such breach is due to or substantially contributed to a Superior Force event.
20.2 If a Superior Force event occurs, Global Traffic Solutions shall inform the Customer as soon as possible and take all reasonable steps to mitigate the effects of the Superior Force event and resume performance.
21. Promotional Materials
21.1 The Customer hereby agrees that Global Traffic Solutions may refer to the Customer, by company or trading name, and to the existence of this Agreement in any marketing or promotional materials.
21.2 To allow Global Traffic Solutions to refer to the names above the Customer grants Global Traffic Solutions a royalty free license to use the Customers company name, trade name and logo as required.
22. Waiver
A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party, and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.
23. Entire Agreement
23.1 This Agreement constitutes the whole agreement between the parties and supersedes all
previous agreements between the parties relating to its subject matter.
23.2 Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy (other than for breach of contract) in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
23.3 In the event of any part of this Agreement being held inapplicable or unreasonable, the remainder of the Agreement shall remain in full force and any clause held inapplicable or unreasonable shall be enforced to the fullest extent possible.
24. Assignment
24.1 The Customer shall not, without the prior written consent of Global Traffic Solutions, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
24.2 Global Traffic Solutions may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.
25. Third party rights
The Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
26. Notices
delivered by hand or sent by pre-paid first-class post or recorded delivery post to the address of the party as set out in these conditions, or by email to [info@gtrafficsolutions.com] or, in each case, such other address as may be notified by one party to the other.
26.2 A notice delivered by hand is deemed to have been received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. An e-mail shall be deemed to have been delivered within 48 hours form the time of being sent, provided that no “non deliverable” notice is received by the sender.
27. Governing law and jurisdiction
The Agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the law of the United States of America. 28. Partners
28.1. Partners or Agents do not represent, are not authorized to sign anything on behalf of or agree terms on behalf of, contract for or agree either verbally or in writing any for Global Traffic Solutions.
28.2 If a Customer is refunded in part or in full for products and services from Global Traffic Solutions then any commissions paid to that contract will be clawed back from the partner or agent.
29. Changes to this Agreement
29.1. Global Traffic Solutions may modify this Agreement where it is required to do so, by notifying the customer in writing and giving 30 days notice where possible. This would include where changes to the law, rules applied by other authorities which require Global Traffic Solutions to modify its procedures, policies or services.
29.2.Global Traffic Solutions may at any time modify this Agreement for new customers by publishing a new agreement on its website.
