All Checked Limited ("The Supplier") shall provide the Client with online marketing services and software tools to generate sales enquiries ("Services"). Services may be changed, or added to at the discretion of the Supplier.
2. Software Tools
2.1. Hosting. The software tools shall be hosted by the Supplier at all times.
2.2. Restrictions. The Client shall not, at any time, seek, nor will it be permitted, access to the Supplier's servers.
3. Fees and Payment
3.1. Service Fees. The Client shall pay to the Supplier the Service Fees in return for the provision of the Services.
3.2. Payment. All Fees will be due and payable in full to the Supplier within 14 days of invoice.
This Agreement is effective from the Effective Date and will continue until terminated in accordance with the terms and conditions of this Agreement.
5. Money Back Guarantee
5.1. If, after 24 months of: (i) the Client using the software tools as directed, and; (ii) paying all Service Fees in accordance with clause 3.2, the total amount of all sales generated by the Services is less than the amount of Guaranteed Sales set out in this Agreement, the Supplier will refund all Service Fees paid by the Client.
5.2. Warranty Disclaimer. The Supplier disclaims to the fullest extent authorised by law any and all other warranties, whether express or implied.
The Supplier owns the title, copyright, and all other intellectual property rights associated with the Services and for the avoidance of doubt nothing in this Agreement shall constitute any intention, action or promise to transfer ownership of the Websites, or any part of it, either to the Client or any third party.
7. Rights and Remedies
(a) This Agreement may be terminated by the Client at any time by giving no less than 28 days’ written notice to the Supplier.
(b) This Agreement may be terminated by the Supplier without notice: (i) if the Client fails to pay the appropriate fees in accordance with condition 3; or (ii) if the Client takes any action which, in the opinion of the Supplier, may harm its business, or reputation.
7.2. Indemnification. The Client shall defend, indemnify and hold harmless the Supplier, from all costs, charges and expenses (including Legal fees) arising from any third party claim, action, or proceeding relating to the provision, or performance of the Services.
7.3. Liability Limitation. In no event will the Supplier be liable for any direct, indirect, consequential, incidental losses, damages or liabilities whatsoever arising from or relating to the provision, or performance of the Services.
8. General Provisions
8.1. Nature of Agreement. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between the Supplier and the Client.
8.2. Other Costs. All financial and other obligations associated with the Client's business (including, but not limited to any third party advertising charges), are the sole responsibility of the Client.
8.3. Entire Agreement. This Agreement contains the entire agreement between the parties and any representation, promise or condition not incorporated herein shall not be binding upon either party.
8.4. Amendment. This Agreement may be amended only in writing signed by both parties.
8.5. Assignment. The Client may not assign this Agreement or any of its rights under this Agreement without the prior written consent of the Supplier.
8.6. Notices. All notices, requests, claims, demands and other communications between the parties shall be in writing and delivered by electronic mail only.
8.7. Governing Law. This Agreement shall be construed in accordance with the Laws of England and shall be subject to the exclusive jurisdiction of the English Courts.
8.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.