Terms & Conditions
Below you can find SEOSpace’s Terms and Conditions at SEOSpace.
These Terms and Conditions of Service were last modified on 19 November 2024.
TABLE OF CONTENTS
Interpretation and Audit
Access and Usage Rights
Services
Subscription Levels
Data Protection
Third Party Providers
SEOSpace’s Obligations
Customer's Obligations, Licenses, and Indemnity
Charges, Payment, and Subscription Changes
Proprietary Rights
Confidentiality
Limitation of Liability
Term and Termination
Force Majeure
Conflict
Variation
Waiver
Rights and Remedies
Severance
Governing Law
Assignment
No Partnership or Agency
Third Party Rights
Notices
Governing Law
Jurisdiction
SEOSpace – Terms and Conditions of Service
Welcome to SEOSpace! You’re now reading SEOSpace’s Terms and Conditions of Service, meaning the contract between you, the Customer (defined below), and us, SEOSpace - entered into when you create an account on our Website to use the SEOSpace Software (defined below) and accept these Terms and Conditions of Service.
SEOSpace’s Plugin only works with Squarespace’s website building software. You must comply with Squarespace’s Terms of Service (available here) to use the Plugin. SEOSpace is not responsible if you fail to comply with Squarespace’s Terms of Service and, as a result of failing to comply, are unable to use the Plugin and SEOSpace’s Services (defined below).
The Plugin can be downloaded via Google’s Chrome browser or Firefox. You must comply with Google’s Terms of Service (available here) or Firefox’s Terms of Service (available here) to download and use the Plugin. SEOSpace is not responsible if you fail to comply with these Firefox or Google’s Terms of Service and, as a result of failing to comply, are unable to use the Plugin and SEOSpace’s Services.
Agreed terms
1. Interpretation and Audit
(1.1) The definitions and rules of interpretation in this clause apply in these Terms and Conditions of Service.
Audit: an audit of a page on a Customer’s Site performed by the Software at the Customer’s request.
Audit Limit: the number of Audits that may be performed through the Services at the Customer’s request in accordance with the type of Subscription purchased by the Customer from SEOSpace, as specified by SEOSpace on its Website.
Audit Reports: documentation that may be downloaded by the Customer setting out the results of an Audit.
Authorised Users: those employees, agents, and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.1.
Business Day: a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.
Business Purposes: the purposes for SEOSpace’s processing of Customer Personal Data, as described in Part 2, Schedule 1.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Customer: the person that creates an account on the Website and accepts these Terms and Conditions of Service.
Customer Data: the data inputted by the Customer, Authorised Users, or SEOSpace on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Customer Personal Data: any Personal Data processed by SEOSpace in connection with these Terms and Conditions of Services in the capacity of a Processor, as further described in paragraph 1.2, Part 1, Schedule 1.
Customer’s Site: the Customer’s (or any third party’s) Squarespace built website with which the Software is integrated and in respect of which the Services are provided.
Customer’s Site Limit: means the cap on the number of Customer Sites with which the Software may be integrated and in respect of which the Services are provided, as specified by SEOSpace on its Website.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
Documentation: the document(s) made available to the Customer by SEOSpace online via the Website or such other web address notified by SEOSpace to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date on which the Customer creates an account to use the Services via the Website and accepts these Terms and Conditions of Service.
Free Trial: the opportunity granted by SEOSpace for the Customer (and its Authorised Users) to use the Services free of charge so that the Customer can evaluate whether the Services meet its needs.
Free Trial Period: the duration of the Free Trial as agreed to by SEOSpace.
Initial Subscription Term: the initial term of the Subscription offered by SEOSpace and accepted by the Customer when the Customer placed its order to use the Services:
(a) In the case of monthly Subscriptions 1 calendar month from the Effective Date; or
(b) In the case of annual Subscriptions 1 year from the Effective Date.
Intellectual Property Rights: patents, utility models, rights to and in inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and accrued rights to sue for passing off or unfair competition, rights in designs, database rights, rights in confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Normal Business Hours: 8.00 am to 6.00 pm local UK time, each Business Day.
Plugin: SEOSpace’s Google Chrome plugin downloaded by the Customer and integrated with its Google Chrome browser, necessary for the Customer’s use of the Services.
Renewal Period: the applicable periods described in clause 13.1.
Review Period: has the meaning given to it in clause 16.1.
SEO: search engine optimisation.
SEOSpace: SEOSpace Limited, incorporated and registered in England and Wales with company number 14633771 whose registered office is at Bargate House, Bargate Street, Brewood, Stafford, England, ST19 9BB.
SEOSpace Personal Data: any Personal Data processed by SEOSpace in connection with these Terms and Conditions of Service in the capacity of a Controller, as further described in paragraph 1.1, Part 1, Schedule 1
SEOSpace’s Subprocessor List: the list of SEOSpace’s subprocessors, as amended from time to time and available here: LINK.
Services: the subscription services provided by SEOSpace to the Customer under these Terms and Conditions of Service via https://app.seospace.co/ or any other website notified to the Customer by SEOSpace from time to time, as more particularly described in the Documentation.
Software: the Plugin and the online software application provided by SEOSpace as part of the Services including any updates, new releases or new versions or varied Software Features.
Software Features: the features of the Software which vary in accordance with the Subscription type the Customer has purchased from SEOSpace or is using under a Free Trial granted by SEOSpace, as specified by SEOSpace on the Website from time to time. .
Subprocessor: has the meaning given to it in clause 5.6.
Subscription: the subscription purchased by the Customer from SEOSpace which entitles the Customer (and its Authorised Users) to access and use the Services, Software, and the Documentation in accordance with these Terms and Conditions of Service.
Subscription Fees: the subscription fees payable by the Customer to SEOSpace for the Subscription offered by SEOSpace and accepted by the Customer when the Customer placed its order to use the Services or changed its Subscription in accordance with clause 4.1.
Subscription Term: the Free Trial Period (if any), the Initial Subscription Term and any subsequent Renewal Period(s).
Terms and Conditions of Service: the contract between the parties for the Customer’s use of the Services, entered into when the Customer created an account to use the Services via the Website, comprising of these conditions from clause 1 (Interpretation) to clause 26 (Jurisdiction) inclusive and Schedule 1 as may be amended from time to time in accordance with clause 16.1.
Website: https://www.seospace.co/.
(1.2) Clause, schedule and paragraph headings shall not affect the interpretation of these Terms and Conditions of Service.
(1.3) A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns
(1.4) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
(1.5) Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
(1.6) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
(1.7) A reference to a statute or statutory provision shall include all subordinate legislation made under that statute or statutory provision as amended, extended or re-enacted from time to time.
(1.8) Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
(1.9) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(1.10) A reference to writing or written includes email.
(1.11) References to clauses and schedules are to the clauses and schedules of these Terms and Conditions of Service; references to paragraphs are to paragraphs of Schedule 1 to these Terms and Conditions of Service.
2. Access and Usage Rights
(2.1) Without prejudice to clause 2.2, subject to the Customer:
(a) Paying the Subscription Fees or, to the extent applicable, SEOSpace granting the Customer a Free Trial;
(b) Not exceeding the applicable Audit Limit or the Customer’s Site Limit;
(c) The Customer complying with the restrictions set out in this clause 2 and the other terms of these Terms and Conditions of Service,
SEOSpace hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to access and permit its Authorised Users to access and use the Software and the Documentation during the applicable Subscription Term solely for the Customer’s own internal business purposes.
(2.2) The Customer may use the Services, Software, and the Documentation in conjunction with the services it may offer to its customers or clients (for example, marketing and SEO related services). The Customer acknowledges and agrees that this permission does not include the right to grant sublicences of the Software or the Services or grants any form of third party access to the Services, Software or the Documentation without the written consent of SEOSpace. For the avoidance of doubt, the Customer may only provide the results of the Services (for example, in the form of Audit Reports) as a part of the Customer’s own service offering.
(2.3) The Customer shall not access, store, distribute or transmit any viruses, or integrate the Software with any other thing during the course of its use of the Services that is unlawful or facilitates illegal activity and SEOSpace reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 2.3.
(2.4) The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these Terms and Conditions of Service:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
(b) access all or any part of the Services, Software and/or the Documentation in order to build a product or service which competes with the Services, Software and/or the Documentation; or
(c) use the Services, Software and/or the Documentation to provide services to third parties otherwise than in accordance with clause 2.2; or
(d) subject to clause 21.1, and without prejudice to clause 2.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, Software and/or the Documentation available to any third party except the Authorised Users; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services, Software and/or the Documentation, other than as provided under this clause 2; or
(f) introduce any virus or vulnerability into the Services, the Software, or SEOSpace’s network and information systems.
(2.5) The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, Software and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify SEOSpace.
(2.6) The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Services
(3.1) SEOSpace shall, during the Subscription Term, provide the Services and make available the Software and/or the Documentation to the Customer on and subject to the terms of these Terms and Conditions of Service.
(3.2) SEOSpace shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 9.00 am to 1.00pm UK time; and
(b) planned updates to the Software, notified to the Customer by pop-up not less than 2 weeks in advance when the Customer and/or an Authorised User logs in to its account to use the Services
(c) unscheduled maintenance performed outside Normal Business Hours, provided that SEOSpace has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
(3.3) SEOSpace shall provide the Services to the Customer with the Software Features selected by the Customer, and to enable the Customer to carry out Audits up to the applicable Audit Limit and in connection with Customer Site(s) up to the applicable Customer’s Site Limit.
4. Subscription Levels
(4.1) The Customer may, at any time, change its Subscription to one which offers a greater number of Audits, Customer Sites or Software Features than its current Subscription and SEOSpace shall increase the Audit Limit and/or the Customer’s Site Limit or make available the additional Software Features in proportion to the Subscription purchased at the price(s) specified by SEOSpace from time to time on the Website and the increased Audit Limit and/or Customer Site Limit shall, and the relevant additional Software Features shall, apply thereafter.
(4.2) Impact of Subscription Changes
If the Customer changes its Subscription in accordance with clause 4.1:
(a) If the Customer is paying SEOSpace for its Subscription, the Subscription Fees payable by the Customer to SEOSpace in accordance with clause 9 shall increase pro-rata to the level of the relevant Subscription Fee for the remainder of the applicable Initial Subscription Term or any Renewal Period, as the case may be, and such increase shall apply for the remainder of the Subscription Term unless the Customer subsequently changes its Subscription in accordance with this clause 4; or
(b) If the Customer is accessing the Services and the Software under a Free Trial, the relevant Subscription Fees payable by the Customer to SEOSpace in accordance with clause 9 shall apply at the commencement of the Initial Subscription Term and such increase shall apply for the remainder of the Subscription Term unless the Customer subsequently changes its Subscription in accordance with this clause 4.
(4.3) Subscription Type Changes
The Customer may, at any time during the Initial Subscription Term or any Renewal Period, change its Subscription from a monthly Subscription to an annual Subscription. In such circumstances, the subsequent Renewal Period and any Renewal Periods thereafter shall be a period of 1 year, and the relevant Subscription Fees for an annual Subscription shall be paid by the Customer in accordance with clause 9.
(4.4) Limitations on Subscription Changes
The Customer may not change its Subscription to one which offers a lesser number of Audits, Customer Sites, or Software Features than its current Subscription, nor change from an annual Subscription to a monthly Subscription, until the expiry of its current Subscription.
(4.5) Refunds and Adjustments
The Customer shall not be entitled to any refund, rebate, or discount from SEOSpace as a result of changing its Subscription.
(4.6) SEOSpace Rights to Modify
SEOSpace shall be entitled:
(a) To modify the Audit Limit or Customer’s Site Limit pursuant to the Subscription purchased by the Customer; and/or
(b) To modify the available Software Features pursuant to the Subscription purchased by the Customer upon 1 calendar month’s prior notice to the Customer, at the start of each Renewal Period.
5. Data Protection
(5.1) Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
(5.2) The parties acknowledge that for the purposes of the Data Protection Legislation:
(a) SEOSpace is the Controller of the SEOSpace Personal Data;
(b) the Customer is the Controller and SEOSpace is the Processor of the Customer Personal Data; and
(c) Part 2, Schedule 1 sets out the scope, nature and purpose of processing by SEOSpace, the duration of the processing and the types of Personal Data and categories of Data Subject in respect of which SEOSpace may process Customer Personal Data to fulfil the Business Purposes.
(5.3) Without prejudice to the generality of clause 5.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable the lawful transfer of the Customer Personal Data to SEOSpace.
(5.4) In relation to the Customer Personal Data, SEOSpace shall:
(a) process the Customer Personal Data in accordance with the Business Purposes in accordance with the Customer’s instructions and SEOSpace will not process the Customer Personal Data in a way that does not comply with these Terms and Conditions of Service or the Customer’s instructions;
(b) notify the Customer if, in its opinion, the Customer’s instructions do not comply with the Data Protection Legislation;
(c) against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Customer Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(d) ensure that all personnel who have access to and/or process Customer Personal Data are obliged to keep the Customer Personal Data confidential;
(e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notification, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return the Customer Personal Data and copies thereof to the Customer on termination of these Terms and Conditions of Service unless required by applicable law to store the Customer Personal Data; and
(h) maintain sufficient records necessary to demonstrate its compliance with this clause 5 and allow for audits by the Customer or the Customer’s designated auditor (at a frequency of not more than once per year, unless the Customer is required to audit SEOSpace’s compliance with this clause 5 at the request of an applicable supervisory authority).
(5.5) SEOSpace (and any Subprocessor) may transfer or otherwise process Customer Personal Data outside the UK without obtaining the Customer’s prior written consent. SEOSpace may only process, or permit the processing, of Customer Personal Data outside the UK under the following conditions:
(a) SEOSpace is processing (or permitting the processing of) Customer Personal Data in a territory which is subject to adequacy regulations under the Data Protection Legislation that the territory provides adequate protection for the privacy rights of individuals; or
(b) SEOSpace participates in a valid cross-border transfer mechanism under the Data Protection Legislation, so that SEOSpace (and, where appropriate, the Customer) can ensure that appropriate safeguards are in place to ensure an adequate level of protection with respect to the privacy rights of individuals as required by Article 46 of the UK GDPR. SEOSpace shall make any relevant documentation in respect of its compliance with this clause 5.5(b) available to the Customer promptly upon request.
(5.6) The Customer hereby provides its prior written consent for SEOSpace to appoint a third party (Subprocessor) to process Customer Personal Data if:
(a) the subprocessor is listed in SEOSpace’s Subprocessor List or SEOSpace provides the Customer with an opportunity to object to any replacement subprocessor within 14 working days after SEOSpace supplies the Customer with details in writing regarding any replacement subprocessor; and
(b) SEOSpace enters into a written contract with the subprocessor that contains terms substantially the same as those set out in this clause 5, and, upon the Customer’s written request, SEOSpace provides the Customer with copies of the relevant excerpts from such contracts; and
(c) SEOSpace maintains control over all of the Customer Personal Data it entrusts to the subprocessor; and
(d) between the parties, SEOSpace is deemed by them to control legally any Customer Personal Data controlled practically by or in the possession of its subprocessors.
(5.7) If the Customer objects to the appointment of any replacement subprocessor, SEOSpace may terminate these Terms and Conditions of Service immediately on written notice to the Customer.
6. Third Party Providers
(6.1) Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties and that it does so solely at its own risk. SEOSpace makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not SEOSpace. SEOSpace does not endorse or approve any third-party website nor the content of any of the third-party website connected with the Services.
7. SEOSpace’s obligations
(7.1) SEOSpace shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
(7.2) SEOSpace’s obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to SEOSpace’s instructions, or modification or alteration of the Services by any party other than SEOSpace or SEOSpace’s duly authorised contractors or agents. If the Services do not conform with the terms of clause 7.1, SEOSpace will use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
(7.3) SEOSpace:
(a) does not warrant that:
(i) the Customer's use of the Services will be uninterrupted or error-free; or
(ii) the Software or the Services will be free from vulnerabilities or viruses;
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services, Software and the Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
(7.4) SEOSpace, in addition, does not warrant that the Services, Software, and the Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements (or the requirements of any third party). This exclusion, for the avoidance of doubt, includes any SEO recommendations or suggestions (including suggested improvements or alterations) provided by the Services whether or not such recommendations or suggestions are implemented by the Customer on a Customer’s Site. The Customer acknowledges and agrees that any modification to a Customer’s Site by the Customer or at the Customer’s direction is at the Customer’s risk. The Customer assumes sole responsibility for results obtained from the use of the Services, Software and the Documentation by the Customer, and for conclusions drawn from such use (including for the avoidance of doubt where such conclusions are relied upon by third parties in connection with the permission granted by SEOSpace to the Customer pursuant to clause 2.2).
(7.5) These Terms and Conditions of Service shall not prevent SEOSpace from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these Terms and Conditions of Service.
(7.6) SEOSpace warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and Conditions of Service.
(7.7) In the event of any loss or damage to Customer Data caused by SEOSpace or its subprocessors, the Customer's sole and exclusive remedy against SEOSpace shall be for SEOSpace to use reasonable commercial endeavours to restore the lost or damaged Customer Data. SEOSpace shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (excluding SEOSpace’s subprocessors). If any loss or damage to Customer Data is caused by the Customer and/or any of its Authorised Users, SEOSpace may charge the Customer for the reasonable costs of restoring the Customer Data, such costs to be agreed by SEOSpace and the Customer in advance.
8. Customer's obligations, licences and indemnity
(8.1) The Customer shall:
(a) provide SEOSpace with:
(i) all necessary co-operation in relation to these Terms and Conditions of Service; and
(ii) all necessary access to such information as may be required by SEOSpace;
(b) without affecting its other obligations under these Terms and Conditions of Service, comply with all applicable laws and regulations with respect to its activities under these Terms and Conditions of Service;
(c) carry out all other Customer responsibilities set out in these Terms and Conditions of Service in a timely and efficient manner;
(d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms of these Terms and Conditions of Service and shall be responsible for any Authorised User's breach of these Terms and Conditions of Service;
(e) obtain and shall maintain all necessary licences (or sublicences, as the case may be), consents, and permissions necessary for SEOSpace, its contractors and agents to perform their obligations under these Terms and Conditions of Service, including the Services;
(f) ensure that it and its Authorised Users do not act in an abusive, threatening, derogatory or hostile way to SEOSpace’s personnel;
(g) ensure that its network, systems and Customer Sites comply with the relevant specifications provided by SEOSpace from time to time; and
(h) be, to the extent permitted by law and except as otherwise expressly provided in these Terms and Conditions of Service, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the SEOSpace’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
(8.2) The Customer warrants that it has the full capacity, power and authority to enter into these Terms and Conditions of Service and, if applicable, the individual accepting these Terms and Conditions of Service on the Customer’s behalf is duly authorised by the Customer to do so.
(8.3) The Customer and its licensors shall own all right, title and interest in and to all of the Customer Data that is not Customer Personal Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. The Customer hereby licenses SEOSpace to use the Customer Data and, if the Customer has obtained Customer Data from a third party, shall grant and/or procure the grant of any third party owned Customer Data for SEOSpace’s proper performance of the Services and/or the Software and all other purposes relevant to the proper exercise of SEOSpace’s rights and obligations under these Terms and Conditions of Service.
(8.4) The Customer shall defend, indemnify and hold harmless SEOSpace against claims actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) brought against, suffered or incurred by SEOSpace arising out of or in connection with the Customer's use of the Services, Software and/or Documentation, save to the extent that such claims, actions, proceedings, losses, damages, expenses and costs arose as a result of SEOSpace’s wrongful acts or omissions.
9. Charges, Payment, and Subscription Changes
(9.1) Unless the Customer is using the Services under a Free Trial, the Customer shall pay the Subscription Fees to SEOSpace in accordance with this clause 9.
(9.2) SEOSpace shall invoice the Customer for the Subscription Fees either monthly in advance (in the case of monthly Subscriptions) or yearly in advance (in the case of annual Subscriptions). SEOSpace shall also invoice the Customer for any pro-rata increase in Subscription Fees where the Customer has changed its Subscription in accordance with clause 4.2 on the date that the Customer purchases a higher Subscription.
(9.3) If the Customer fails to make any payment due to SEOSpace by the due date for payment, then, without limiting SEOSpace’s remedies elsewhere under these Terms and Conditions of Service or in law:
(a) the Customer shall pay interest on the overdue amount at a monthly rate of 1.5%. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment (and the Customer shall pay the interest together with the overdue amount); and
(b) SEOSpace may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and SEOSpace shall be under no obligation to provide any or all of the Services while the relevant payments remain unpaid.
(9.4) All amounts and fees stated or referred to in these Terms and Conditions of Service:
(a) shall be payable in the currency offered by SEOSpace;
(b) are non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to SEOSpace’s fees at the appropriate rate.
(9.5) SEOSpace shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 1 calendar month’s prior notice to the Customer.
10. Proprietary Rights
(10.1) The Customer acknowledges and agrees that SEOSpace and/or its licensors own all Intellectual Property Rights in the Services, Software and the Documentation. Except as expressly stated herein, these Terms and Conditions of Service does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, Software and/or the Documentation.
(10.2) SEOSpace confirms that it has all the rights in relation to the Services, Software and/or the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these Terms and Conditions of Service.
(10.3) The Customer shall use reasonable endeavours to prevent any infringement of the Intellectual Property Rights in the Services, the Software and/or the Documentation and shall promptly report to SEOSpace any such infringement that comes to its attention. In particular, the Customer shall, without prejudice to clause 2.2, not permit any person other than an Authorised User to have access to the Services, Software and/or the Documentation without the prior written consent of SEOSpace.
11. Confidentiality
(11.1) Each party undertakes that it shall not at any time during these Terms and Conditions of Service, and for a period of two years after termination or expiry of these Terms and Conditions of Service, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by clause 11.2.
(11.2) Each party may disclose the other party's confidential information:
(a) Each party may disclose the other party's confidential information: to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with these Terms and Conditions of Service. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(11.3) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Terms and Conditions of Service.
12. Limitation of liability
(12.1) Except as expressly and specifically provided in these Terms and Conditions of Service:
(a) SEOSpace shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to SEOSpace by the Customer in connection with the Services, or any actions taken by SEOSpace at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and Conditions of Service; and
(c) the Services and the Documentation are provided to the Customer on an "as is" basis.
(12.2) Nothing in these Terms and Conditions of Service limits any liability which cannot legally be limited, including liability for:
(a) for death or personal injury caused by SEOSpace’s negligence; or
(b) for fraud or fraudulent misrepresentation.
(12.3) Subject to clause 12.1 and clause 12.2:
(a) SEOSpace shall have no liability for:
(i) any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses; and
(ii) losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of SEOSpace. For these purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations or proceedings, including but not limited to those made or commenced by subcontractors, regulators and customers (including third party customers or clients) of the Customer;
(b) SEOSpace’s total aggregate liability to the Customer, in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, SEOSpace’s total liability for those claims shall not exceed the single highest annual cap for those contract years;
(c) in clause 12.3(b):
(iii) cap. The cap is the total Subscription Fees paid in the contract year in which the breaches occurred;
(iv) contract year. A contract year means a 12 month period commencing on the Effective Date or any anniversary of it;
(d) if the Customer has not incurred any Subscription Fees in a contract year, SEOSpace’s total aggregate liability to the Customer pursuant to clause 12.3(b) shall not exceed £100.
(12.4) Unless the Customer notifies SEOSpace that it intends to make a claim in respect of an event within the notice period, the SEOSpace shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred (as opposed to it becoming aware of its having grounds to make a claim in respect of it) and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
(12.5) References to liability in this clause 12 include every kind of liability arising under or in connection with these Terms and Conditions of Service including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
13. Term and termination
(13.1) Subject to clause 4.3 and 13.2, these Terms and Conditions of Service shall, unless otherwise terminated as provided in clause 5.7, this clause 13, clause 14 or clause 16.1, commence on the Effective Date and shall continue for the Free Trial Period and the applicable Initial Subscription Term and, thereafter, these Terms and Conditions of Service shall:
(a) where the relevant Subscription is a monthly Subscription, be automatically renewed for successive periods of one month; or
(b) where the relevant Subscription is an annual Subscription, be automatically renewed for success periods of 1 year (each a Renewal Period),
(c) and any Free Trial Period and/or the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
(13.2) Without affecting any other right or remedy available to it, either party may terminate these Terms and Conditions of Service with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under these Terms and Conditions of Service on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of these Terms and Conditions of Service and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
(c) the other party breaches the provisions of clause 8.1(f);
(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(e) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of these Terms and Conditions of Service is in jeopardy.
(13.3) On termination of these Terms and Conditions of Service for any reason:
(a) all licences granted under these Terms and Conditions of Service shall immediately terminate and the Customer shall immediately cease all use of the Services, Software and/or the Documentation;
(b) the Customer shall immediately pay any outstanding invoices or any other outstanding charges and interest to SEOSpace;
(c) in respect of any Services provided but for which no invoice has been submitted, SEOSpace shall submit an invoice, which shall be payable by the Customer immediately upon receipt;
(d) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
(e) SEOSpace may at its option delete the Customer’s account created by the Customer to access the Services; and
(f) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
(13.4) Any provision of these Terms and Conditions of Service that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms and Conditions of Service shall remain in full force and effect.
14. Force majeure
Neither party shall be in breach of these Terms and Conditions of Service or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the party not affected may terminate these Terms and Conditions of Service by giving 30 days' written notice to the affected party.
15. Conflict
If there is an inconsistency between any of the provisions in the main body of these Terms and Conditions of Service and Schedule 1, the provisions in Schedule 1 shall prevail.
16. Variation
(16.1) SEOSpace may vary these Terms and Conditions of Service from time to time on giving the Customer at least 1 calendar month’s notice in writing. If the Customer does not accept the variation, the Customer may, within 1 calendar month of being notified of the variation by SEOSpace (Review Period), terminate these Terms and Conditions of Service on 7 Business Days’ written notice to SEOSpace. The Customer's continued use of the Services and/or the Software after the Review Period will constitute the Customer's acceptance of the variation.
(16.2) No variation of these Terms and Conditions of Service shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17. Waiver
A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
18. Rights and Remedies
Except as expressly provided in these Terms and Conditions of Service, the rights and remedies provided under these Terms and Conditions of Service are in addition to, and not exclusive of, any rights or remedies provided by law.
19. Severance
(19.1) If any provision or part-provision of these Terms and Conditions of Service is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms and Conditions of Service.
(19.2) If any provision or part-provision of these Terms and Conditions of Service is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
20. Entire agreement
(20.1) These Terms and Conditions of Service constitute the entire agreement between the parties and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to their subject matter.
(20.2) Each party acknowledges that in entering into these Terms and Conditions of Service it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions of Service.
(20.3) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms and Conditions of Service.
(20.4) Nothing in this clause shall limit or exclude any liability for fraud.
21. Assignment
(21.1) The Customer shall not, without the prior written consent of SEOSpace, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under these Terms and Conditions of Service.
(21.2) SEOSpace may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms and Conditions of Service.
22. No partnership or agency
(22.1) Nothing in these Terms and Conditions of Service is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23. Third party rights
(23.1) These Terms and Conditions of Service do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions of Service.
(23.2) The rights of the parties to rescind or vary these Terms and Conditions of Service are not subject to the consent of any other person.
24. Notices
(24.1) Any notice given to a party under or in connection with these Terms and Conditions of Service shall be in writing and in the English language and shall be:
(a) sent by first class pre-paid post (or by commercial courier if to an address outside the country of posting) to its registered office (if a company) or its principal place of business (in any other case); or
(b) sent by email to the other party at the email address below or such other email address as may have been notified in writing by that party for such purposes:
SEOSpace: info@seospace.co
Customer: the email address used by the Customer to create an account to use the Services.
(24.2) A notice delivered by hand shall be deemed to have been received when delivered (or, if delivery is after 5pm (UK-time) on a Business Day, on the next Business Day following delivery). A correctly addressed notice sent by first class pre-paid post shall be deemed to have been received 2 Business Days after posting. A correctly addressed notice sent by commercial courier shall be deemed to have been received on signature of a delivery receipt or at the time the notice is left at the proper address. A notice delivered by email shall be deemed to have been received 1 Business Day after transmission (provided that no delivery failure notification or out of office message is received by the sender).
(24.3) This clause 24 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
25. Governing law
These Terms and Conditions of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
26. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions of Service or their subject matter or formation (including non-contractual disputes or claims). These Terms and Conditions of Service have been entered into on the date the Customer accepts them when it or any of its Authorised Users create an account to use the Services.
Schedule: Data Protection
Part 1 – Role of the parties
(1.1) Where SEOSpace acts as a Controller:
(a) when processing SEOSpace Personal Data contained within correspondence between SEOSpace or SEOSpace’s staff and the Customer or the Customer’s staff and/or in respect of documents relating to the establishment, management, audit, operation, and communication in respect of the Terms and Conditions of Service for the provision of the contracted services; and
(b) when processing SEOSpace Personal Data or the Personal Data of the Customer or the Customer’s staff for marketing purposes.
(1.2) Where SEOSpace acts as a Processor:
Save as set out in paragraph 1.1 of this Schedule 1, when processing Customer Personal Data of Data Subjects whose Personal Data is collected through the services provisioned under the Terms and Conditions of Service.
Part 2 – Particulars of Processing
(2.1) Processing by SEOSpace
The performance of SEOSpace’s duties under the Terms and Conditions of Service.
(2.2) Duration of the Processing
For the term of the Terms and Conditions of Service and for such time afterwards as required for the parties to exercise their rights and obligations under clause 5.
(2.3) Nature of the Processing
The processing of Personal Data to enable SEOSpace to comply with its duties under the Terms and Conditions of Service.
(2.4) Business Purposes
To enable SEOSpace to perform its duties under the Terms and Conditions of Service.
(2.5) Personal Data Categories
Identity data, contact details and such other Personal Data categories as relevant.
(2.6) Data subject types
The Customer and its staff, and the clients or customers of the Customer and/or such clients or customer’s staff and such other Data Subjects whose Personal Data is processed by SEOSpace in connection with the performance of its duties under the Terms and Conditions of Service.