1. Definitions and interpretation
1.1 In this Schedule:
“Promoted Website” means the Customer’s website(s) as detailed in the separate specification brief;
“Web Marketing Charges” means the charges detailed in Paragraph 7.1; and
“Web Marketing Services” means the Services described in Paragraph 2.
1.2 References in this Schedule to Paragraphs are to the paragraphs of this Schedule, unless otherwise stated.
2. Web Marketing Services
2.1 From the Effective Date, the Company will promote the Promoted Website; and promotion of the Promoted Website may include the provision of some or all of the following Web Marketing Services:
- (a) modification of the Promoted Website (including adding, deleting and/or altering text, images, pages, meta-tags, titles, mark-ups, style sheets, scripts, internal and external links and Promoted Website structure);
- (b) paid and unpaid submission of the Promoted Website to search engines and directories;
- (c) the creation and publication of material relating to the Promoted Website on other websites;
- (d) drafting and issuing electronic press releases;
- (e) link building;
- (f) the arrangement of internet advertising including pay-per-click advertising, payper- view advertising, banner advertising, and other forms of paid internet advertising;
- (g) the implementation and/or utilisation of affiliate marketing programmes;
- (h) the management and operation of an email marketing programme; and/or
- (i) other website promotion techniques whether known at the date of the Agreement or discovered or disseminated thereafter.
2.2 At regular intervals (usually monthly) during the Term, the Company will provide the Customer with written reports about the Web Marketing Services provided in relation to the Website.
3. Customer responsibilities
3.1 The Customer will provide to the Company:
- (a) the ability to access and make changes to the Website;
- (b) assistance in determining appropriate keywords and keyword phrases which should be targeted using the Web Marketing Services;
- (c) direct access to analytical data concerning the Promoted Website, such as data concerning referral sources, visitor activity, Promoted Website usage, conversion rates, and similar data.
3.2 The Customer will be responsible for obtaining suitable licences of third party software (such as email client software) which are required for the full use of the Web Marketing Services.
4. Email marketing lists
Without prejudice to the generality of Clause 10, the Customer warrants that any marketing list (including any email marketing list) provided by the Customer, or on behalf of the Customer, to the Company will have been collected and collated in accordance with all applicable laws and regulations, and that the use of any such list by the Company for the purposes of the Web Marketing Services in accordance with the instructions of the Customer will not:
- (a) breach any applicable laws (including the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003);
- (b) infringe any third party’s legal rights; or
- (c) give rise to any cause of action whether against the Company, the Customer, or any other person.
5. Intellectual Property Rights
5.1 The Customer grants the Company a non-exclusive licence to use the Promoted Website to the extent required for the Company to perform its obligations and exercise its rights under the Agreement.
5.2 All Intellectual Property Rights in any works arising in connection with the performance of the Web Marketing Services by the Company will be the property of the Company. Where the Company modifies the Promoted Website in the process of providing the Web Marketing Services, the Company hereby grants to the Customer a non-exclusive royalty-free licence to use such modifications in connection with the Website.
6. Customer acknowledgements
6.1 The Customer acknowledges that:
- (a) search engine algorithms will change from time-to-time, which may affect the Website’s rankings in the search engine results pages, and the Company has no control over such changes;
- (b) it can take many months for the Web Marketing Services to have any significant effects upon the ranking of a Promoted Website in the search engine results pages;
- (c) web site promotion is an ongoing task and, should the Customer terminate the Agreement and/or stop promoting the Website, that would be likely to have a negative impact upon the effects of the Web Marketing Services;
- (d) the Company will not be responsible for any alterations to the Promoted Website made by the Customer or any third party that reverse or effect changes made to the Promoted Website by the Company as part of the Web Marketing Services;
- (e) the promotion of the Promoted Website may lead to higher traffic levels and bandwidth requirements for the Website, and the Customer will be responsible for arranging and paying for such requirements; and
- (f) notwithstanding the Web Marketing Services, the Website’s search engine results page rankings and traffic levels may decrease as well as increase.
6.2 The Company does not warrant that any particular results will be achieved through the Web Marketing Services. Where the Company indicates specific targets that it will attempt to meet through the provision of the Web Marketing Services, such targets are not warranted and a failure to meet such targets will not be a breach of the Agreement.
7. Web Marketing Charges
7.1 The Web Marketing Charges are detailed in the supporting specification brief.
7.2 The Company will issue invoices for the Web Marketing Charges to the Customer in advance of a marketing project and then monthly during the Term.
8. Term of Schedule
8.1 This Schedule will come into force on the Effective Date, and will continue in force until cancelled in accordance with Paragraph 8.2 or 8.3.
8.2 This Schedule will be automatically cancelled on the date of effective termination of the Agreement under Clause 13.
8.3 Either party may cancel this Schedule by giving to the other party at least 14 days’ written notice of cancellation.