Terms and Conditions

This Service Agreement (“Agreement”) is made between CS2-Gambling (referred to below as “the Agency”) and the party named in the related order form (“the Client” or “you”), which is incorporated into this Agreement by reference (together with any later forms the Client submits, the “Order Form”). The Agreement applies to the purchase of all Marketing and Sales Services and Reporting Services (together, the “SEO Services”) that the Client orders.

Definitions

• SEO – Search Engine Optimization: the work of improving a website’s position in search engine results
• OSO – Organic Search Services: the work of strengthening the organic content of your site(s) to raise its potential ranking in search engines
• FTP – File Transfer Protocol: a standard network protocol for copying files between hosts over a TCP/IP network such as the Internet; your website can be updated through this method
• PSM – Paid Search Marketing: management and optimization of ads purchased for a fee from the advert host
• SMS – Social Media Services: the work of building your social media “brand” value to raise the visibility of your profiles and awareness of your brand

Term and Termination

This Agreement takes effect for the period stated in the Order Form. Either party may end this Agreement by written notice to the other, with effect thirty (30) days after the notice arrives. The Agency may end this Agreement (i) at once if the Client fails to pay any fees due under it, or (ii) if the Client refuses to cooperate with the Agency or blocks the Agency from performing the SEO Services. On termination, the Client must settle all outstanding invoices and every other amount owed to the Agency under this Agreement or in respect of the relevant Services. If the Client engages a third party to deliver the Services during the notice period, the Client must also pay the Agency an amount equal to the remuneration the Agency would have earned by delivering the Services in that period.

SEO Services

(a) When performing Organic Search Services (OSO), the Agency will prepare a plan designed to raise the visibility of the Client’s Website(s) and improve their ranking for search terms relevant to the Client’s business, together with related strategy and tactical recommendations. (b) The Client accepts that the OSO Services require modifications to the Website(s). These may cover page titles, metadata, copy, structure, links, and other factors that affect index visibility and keyword ranking. (c) The Client will assign suitable personnel to work with the Agency on implementing the recommendations delivered as part of the OSO Services. (d) The Client alone is responsible for operating, maintaining, and managing every aspect of the Website. (e) The Agency retains the rights to the search engine optimization it implements on websites, platforms, or applications until all work has been completed and paid for.

Web Development

(a) Copyright. The Client keeps the rights to all data, files, and graphics the Client provides. The Client warrants that it holds every right, permission, and copyright to the material it supplies, and fully indemnifies the Agency against any claims, costs, or actions connected with the use of that material in the contracted web development services. (b) Law. The Client is responsible for complying with all laws, taxes, and tariffs that apply to websites. The Agency does not provide legal advice on these matters. (c) Proprietary code. If the Agency writes custom code for a website or application at the Client’s request, the copyright in that code stays with the Agency. In such cases, the Agency authorizes the Client to use the code in full, but only within the Client’s own business, unless the parties agree otherwise in writing. (d) The Agency retains the intellectual property rights to all online websites, platforms, or applications it builds or edits, including modifications and bespoke coding added to open-source solutions, until all work on them has been completed and paid for. (e) Contact the Agency for details of website management packages that include hosting, security, and website backups.

Fees; Limitations on Refunds and Cancellation Fees

(a) The Client agrees to pay the Agency every fee stated in the Order Form. (b) Remuneration and assignments will be reviewed annually, or at any point where the Client’s requirements change substantially. Both parties will confirm any agreed review in writing. Where the Agency’s fee is based on the projected time needed to deliver the Services, the Agency reserves the right to reconcile and adjust that fee every six months so it reflects the actual time spent. (c) If the Client and the Agency cannot agree remuneration before the annual review date, the previous remuneration stays payable until agreement is reached, at which point any balancing payment falls due, or until the appointment under this Agreement ends. (d) The Agency invoices monthly, and payment falls due 30 days from the date of each invoice. If the Client fails to pay an invoice within 10 days of its due date, the Agency may suspend the Services. (e) Unless the parties agree otherwise in writing, all fee or commission payments will be invoiced and paid in the currency in which the Agency incurs the related costs. (f) If the Client needs additional services outside the originally agreed scope, the parties will negotiate in good faith on the terms, conditions, and compensation for those services. (g) Travel and any other out-of-pocket expenses incurred by the Agency or its employees at the Client’s prior written request, or outside the Agency’s normal duties, will be billed to the Client at cost. (h) A query on an individual item in an account does not move the due date for payment of the remaining balance of that account. (i) The absence of a Client purchase order number or other job number is not a valid reason for non-payment. (j) All fees, costs, and other amounts invoiced to the Client exclude Value Added Tax and other local sales taxes or duties. Where the law requires it, these will be added to invoices at the prevailing rate. (k) The Agency reserves the right to charge interest on all overdue amounts at the higher of the local applicable interest rate or the Bank of England base rate plus 2%.

The Client Responsibilities

To enable delivery of these services, the Client agrees:

• To give the Agency FTP access to its websites for uploading new pages and making changes needed for SEO optimization, or approval to work through a third party
• To authorize the Agency to use the Client’s logos, trademarks, website images, and similar assets when creating informational pages, and for any other use the Agency considers necessary for search engine positioning and optimization
• That if the Client’s website(s) carry little textual content, the Client will supply additional relevant text in electronic format so new pages can be created; for example, articles of 200 to 500 words on each of the Client’s keyword phrases

Search Engines

(a) Unless the parties agree otherwise in writing, and in line with standard industry practice, the Agency contracts with search engines and other suppliers for the Client’s paid search marketing under the current standard terms, conditions, and contracts of each search engine or supplier. The Agency acts as principal when dealing with all search engines, suppliers, and other providers, unless local law requires otherwise. For the placement of all advertisements, the rights and liabilities between the Client and the Agency mirror those between the Agency and the various search engines or suppliers under those conditions and contracts. The Client therefore accepts: (i) that terms and rates may be revised in line with the agreements of the search engines or suppliers concerned, and (ii) that the Client will follow all standard trading terms of those search engines and suppliers. (b) The Client will indemnify the Agency and the relevant search engine or supplier for any breach of search engine or supplier terms that results from an act or omission of the Client.

The Client Acknowledgments

The Client understands and agrees that:

• The Agency has no control over the policies of search engines or directories on the types of sites or content they accept now or in the future. A search engine or directory may exclude the Client’s website(s) at any time at its sole discretion. The Agency will resubmit any pages dropped from the index
• Some search engines and directories may take two (2) to four (4) months after submission, and in some cases longer, to list the Client’s website(s)
• Search engines and directories sometimes stop accepting submissions for an indefinite period
• Search engines and directories sometimes drop listings without an apparent or predictable reason. A listing often reappears without any further submission. If it does not, the Agency will resubmit the website(s) under the current policies of the search engine or directory in question
• Some search engines and directories offer expedited listing for a fee. The Agency encourages the Client to use these expedited options. The Client covers all expedited service fees unless the Order Form states otherwise

Website Changes

The Agency carries no responsibility for changes that other parties make to the Client’s website(s) which harm the search engine or directory rankings of those website(s).

Additional Services

Additional services not listed here or in the Order Form will be delivered at a rate of up to £65 per hour. The Agency carries no responsibility if the Client overwrites work completed under the SEO Services. Rebuilding meta tags, keywords, content, and similar elements will be billed as an additional fee at the hourly rate of up to £65 per hour.

Indemnification

The Client will indemnify and hold harmless the Agency (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and all related costs) that the Agency incurs as a result of any claim, judgment, or adjudication connected with (a) any photographs, illustrations, graphics, audio clips, video clips, text, data, or other information, content, display, or material of any kind that the Client supplies to the Agency (“the Client Content”), or (b) a claim that the Agency’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, the Agency must (i) give the Client prompt written notice of a claim, and (ii) allow the Client to control, and fully cooperate with the Client in, the defense and all related negotiations.

Disclaimer of All Other Warranties

The Agency cannot warrant that the SEO Services will meet the Client’s expectations or requirements. The entire risk as to quality and performance rests with the Client. Except where this Agreement states otherwise, the Agency delivers its services “as is” and without warranty of any kind. The parties agree that (a) the limited warranties in this section are the sole and exclusive warranties each party provides, and (b) each party disclaims all other warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose, in relation to this Agreement, performance or inability to perform under it, the content, and each party’s computing and distribution systems. If any provision of this Agreement proves unlawful, void, or unenforceable for any reason, that provision is severable from the Agreement and does not affect the validity and enforceability of the remaining provisions.

Limited Liability

In no event will the Agency be liable to the Client for any indirect, special, exemplary, or consequential damages. This covers any implied warranty of merchantability or fitness for a particular purpose, any claim based on the failure of software held on the Client’s rented or owned servers, implied warranties arising from course of dealing or course of performance, and lost profits, whether or not foreseeable, and whether the claim rests on breach of warranty, contract, negligence, or strict liability arising under this Agreement, loss of data, or any performance under this Agreement. This applies even if a party has been advised that such damages are possible, and notwithstanding the failure of the essential purpose of any limited remedy provided here. There are no refunds. The Agency makes no warranty of any kind, express or implied, regarding third-party products, third-party content, or any software, equipment, or hardware obtained from third parties. The Client is responsible for backing up its complete system and reinstalling it if software fails.

Where the Agency carries out design work or bespoke coding, all intellectual property rights stay with the Agency until all work has been paid for in full.

The Client Representations

The Client makes the following representations and warranties for the benefit of the Agency:

• The Client represents to the Agency and unconditionally guarantees that every element of text, graphics, photos, designs, trademarks, or other artwork supplied to the Agency is owned by the Client, or that the Client has permission from the rightful owner to use each element, and the Client will hold harmless, protect, and defend the Agency and its subcontractors from any claim or suit arising from the use of such elements
• The Client guarantees that every element of text, graphics, photos, designs, trademarks, or other artwork supplied for inclusion on the website above is owned by the Client, or that the Client has received permission from the rightful owner(s) to use each element, and will hold harmless, protect, and defend the Agency and its subcontractors from any liability or suit arising from the use of such elements
• Governments may from time to time enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that it alone is responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Agency and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce

Confidentiality

The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” includes, without limitation, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer-retained information, notes, and financial information. It does not include information which: (i) is or becomes generally known to the public by any means other than a breach of the receiving party’s obligations; (ii) was previously known to the receiving party or rightly received from a third party; (iii) is independently developed by the receiving party; or (iv) must be disclosed under a court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party, and not to use it for any purpose other than as set out in this Agreement. Each party’s Proprietary or Confidential Information stays the sole and exclusive property of that party. If one party uses or discloses the other’s information other than as this Agreement allows, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiry of this Agreement, the confidentiality obligations of both parties continue for a total period of three (3) years from the effective date.

Data Protection: All information collected from or for the Client will be held under the confidentiality terms of this Agreement and in accordance with data protection laws. The Agency holds such information only during the term of this contract. The Client carries full responsibility for complying with data protection legislation for all information the Agency collects and supplies to the Client in the course of the contracted work.

Failure to Perform

Neither party will be liable for a delay or failure to perform its obligations where the cause lies beyond that party’s control, including acts of God, industrial disputes, civil disturbance, strikes (other than strikes by that party’s employees or its subcontractors’ employees), lockouts, or impossibility of obtaining source material. The affected party is entitled to a reasonable extension of time to perform those obligations.

Relationship of Parties

In performing under this Agreement, the Agency acts as an independent contractor. Nothing in this arrangement creates employment, a joint venture, or a partnership. The Client does not undertake, through this Agreement, the Order Form, or otherwise, to perform any obligation of the Agency, whether by regulation or contract. The Agency is in no way to be construed as the agent of the Client, or as acting as the Client’s agent in any respect, regardless of any other provision of this Agreement.

Notice and Payment

Any notice required under this Agreement must be in writing and delivered personally to the other designated party at the address listed in the Order Form. Either party may change the address to which notices or payments are sent by giving the other written notice under this paragraph.

Jurisdiction

This Agreement is subject to and interpreted in accordance with the law of England and Wales, whose courts have non-exclusive jurisdiction.

Agreement Binding on Successors

The provisions of this Agreement bind and benefit the parties, their heirs, administrators, successors, and assigns.

Assignability

The Client may not assign this Agreement, or the rights and obligations under it, to any third party without the prior express written approval of the Agency. The Agency reserves the right to assign subcontractors to the project as needed to ensure on-time completion.

Waiver

No waiver by either party of any default counts as a waiver of a prior or subsequent default of the same or other provisions of this Agreement.

Integration

This Agreement constitutes the entire understanding of the parties. It revokes and supersedes all prior agreements between them and stands as the final expression of their Agreement. It may only be modified or amended in writing, signed by both parties and specifically referring to this Agreement. This Agreement takes precedence over any other document that conflicts with it.

No Inference Against Author

No provision of this Agreement will be interpreted against a party because that party or its legal representative drafted the provision.

Disputes

If a dispute arises out of this Agreement, the parties will attempt to settle it by negotiation. To this end, they will use their best endeavors to consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable settlement satisfactory to both parties. Negotiations will be conducted between the senior executives of each party who hold authority to settle disputes.

Read and Understood

Each party confirms that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

Social Media

(a) When performing Social Media Services (SMS), the Agency will prepare a plan designed to improve the visibility of the Client’s business profile on the selected social media sites. (b) The Client accepts that the Social Media Services require the Client to enable the Agency to publish posts on the Client’s behalf across the social media sites included in the service, in order to influence the visibility and ranking of the Client’s profile. (c) The Client is responsible for supplying the Agency with the login details needed to publish posts, and for providing the copy and information the Agency needs to make posts fully effective. (d) The Client keeps full responsibility for maintaining its social media profiles and all links and content within them.

Additional Terms and Conditions Relating to Paid Search Marketing Services

Where the Client appoints the Agency to supply paid search marketing services (“PSM Services”), these terms of CS2-Gambling apply.

The Services

In performing the PSM Services, the Agency will:

• Proactively manage, monitor, track, and measure search engine marketing programs and promote the marketing of the Client’s products and/or services (“Products”) on the Website(s) and all successor or replacement sites
• Manage the relationships with, and payments to, the owners, operators, and administrators of the relevant search engines or directories (“Search Partners”)
• Manage bid prices, listing terms, monthly spend, the addition and deletion of listings, the creation of new listings, and changes to bid amounts
• Provide, monitor, and maintain the technology applications required to link the Website(s) to Search Partners
• Track and report key metrics, including click volumes, sales conversion data, and ROI measurements, and, where relevant to the Agency’s fees, track and report the nature and volume of all relevant actions by Qualified Customers (as defined below) identified in the MSA

Payment for PSM Services

(a) The fees in the Service Agreement exclude any application program interface (“API”) access or similar fees that a Search Partner may charge the Agency in connection with the Client’s search marketing program. The Agency reserves the right to charge the Client, and the Client agrees to pay, the amount of such fees. Where a Search Partner applies a specific cost-per-click charge, the Agency will bill that cost to the Client. Where a Search Partner charges the Agency a flat fee for API access, the Agency will pass all such API fees to its PSM clients on a pro-rata basis. For clarity, in such cases the Agency will use commercially reasonable efforts to determine the approximate effective API cost on a per-click basis for all applicable clients, and each client will then be charged its proportionate share of the API expense. (b) A “Qualified Customer” means any individual or entity that (i) places an order for Products from the Website(s) within sixty (60) days of clicking through to the Website(s) via hyperlinks contained within the Client’s keywords, titles and descriptions, listings, content, data, and data feeds relating to the Client’s Products (“Offers”), as displayed with any Search Partner or via any other promotional placement the Agency provides, or (ii) completes and submits the Client’s registration form within sixty (60) days of clicking through to the Website(s) via hyperlinks contained within the Client’s Offer, as displayed with any Search Partner or via any other promotional placement the Agency provides. “Monthly Sales” means the net Euro amount of Products ordered by Qualified Customers during a calendar month. Monthly Sales are calculated excluding fraudulently placed orders that the Client identifies in writing within five (5) days after the date of the fraudulent order, transportation and packaging costs, insurance, and taxes.

Responsibilities of Client

• The Client alone is responsible for monitoring, operating, maintaining, and managing the content of the Website(s). The Client will ensure that navigation back to the originating Search Partner web page, whether through a particular pointer or link, the “back” button of a browser, the closing of an active window, or any other return mechanism, is not interrupted by any intermediate screen or other device the user did not specifically request, including any HTML popup window or similar device
• The Client alone is responsible for providing and approving relevant and appropriate Offers so that the Agency can manage and optimize their search engine placement. The Client accepts that a Search Partner may, at its sole discretion, refuse to display, or stop displaying, any of the Client’s Offers, and that neither the Agency nor any Search Partner will be liable for such refusal
• The Client alone is responsible for every aspect of the relationship with all persons and entities that purchase Products or submit a registration, including: setting all prices for Products; accepting, processing, and fulfilling orders; collecting payment, including all taxes and other charges due, from Qualified Customers; managing returned Products and cancellations; ensuring that all Product sales comply with applicable laws, including export control laws; determining all customer service, warranty, and operational policies; accepting and processing registrations; satisfying all commitments and obligations resulting from each completed registration; and ensuring that each registration, and the information collected while processing it, is acquired and used in compliance with applicable laws
• The Client will supply the Agency with the sales and marketing information applicable to the Products, as available from time to time, to assist the Agency in establishing relationships with Search Partners
• The Client will reasonably cooperate with the Agency’s efforts to (i) improve the tracking and reporting of relevant information, including click volumes, sales conversion data, purchases, and registrations submitted by Qualified Customers; and (ii) implement and test the technology applications used to link the Website(s) to Search Partners. The Agency will provide the Client with a one-by-one (1×1) clear pixel (the “Image Tag”) to enable tracking by the Agency. The Client will take no action regarding this Image Tag that would interfere with the Agency’s ability to perform its activities under this Agreement, and will give the Agency reasonable advance notice of any action likely to have that effect. If the Agency’s remuneration depends on the actions of Qualified Customers, and the Client modifies, alters, deletes, disables, fails to serve, or takes any other action regarding the Image Tags the Agency provides, the Client agrees to pay the Agency, for each day or pro-rata part of a day during which the Agency’s tracking ability is hindered, the average daily Euro amount of remuneration the Agency and Search Partners earned during the seven (7) days immediately before the hindrance began
• The Client will protect all passwords, access codes, user IDs, and other login information (together, “Passwords”) provided to the Client for access to the Agency’s online program management and reporting tools. If the Client makes such Passwords available to any third party, the Client will (i) require that third party to sign a written confidentiality agreement with obligations consistent with those imposed on the Client here, and (ii) remain liable for all actions that third party takes in connection with its access to those tools. Except as this Agreement specifically allows, the Client will not disclose or make available its Passwords other than to its authorized employees

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