FP Net Publishing inc. trading as Sure Web Traffic www.surewebtraffic.com

TERMS AND CONDITIONS

This document clearly identifies and states the terms and conditions on which Sure Web Traffic supply any of the online promotion services to their clients or resellers from their current product portfolio, whether the products are listed on the website www.surewebtraffic.com or not. Clients should understand that by ordering any one of the Sure Web Traffic products or services, they agree to be bound by these terms and conditions, for that reason, please read this document carefully before confirming your order and request confirmation on any questions that you have prior to your order being signed. Sure Web Traffic recommends that you print a copy of these terms and conditions for your future reference.

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 terms, the order form, the reseller agreement and the NDA. 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 product or 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 Sure Web Traffic 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.

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 without exception, unless agreement in writing and signed by a duly authorized representative of Sure Web Traffic.

2.3 If the customer wishes to vary any part of the Agreement, the request shall be sent in writing to Sure Web Traffic prior to the order form being signed.Sure Web Traffic shall respond to the customer within 5 working 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 Sure Web Traffic may specify or, if none, within 7 days, failing which it shall be deemed rejected. Pending acceptance or rejection Sure Web Traffic may continue to perform the Agreement without reference to the request.

3. Contractual terms

3.1 Any quotation is valid for a period of 7 days only, unless otherwise specified, and Sure Web Traffic may withdraw any part of a quote, at any time by notifying the customer. Any quotation is given on the basis that no contract shall come into existence until we receive an acknowledgement of order in accordance with clause.

3.2 Each order or acceptance of a quotation for products or 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 products and services placed by the customer shall be deemed to be accepted by Sure Web Traffic until a written acknowledgement and payment (including email) is received by Sure Web Traffic, or, if earlier, when Sure Web Traffic begins to provide the products and services to the customer.

3.4 No agreement may be canceled by the customer, except with the prior agreement in writing of Sure Web Traffic and provided that the customer indemnifies Sure Web Traffic 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 Sure Web Traffic as a result of the cancellation.

3.5 Sure Web Traffic's 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 Sure Web Traffic.

3.6 Contract Cancellation – Contracts may be canceled with 60 days prior written notice being sent by the customer and received by Sure Web Traffic.

3.7 Any services provided and already delivered as part of a contract bonus or services that have been discounted due to contract length, will be invoiced at the rate card amount if the contract term is not completed in full. The difference between the rate the client paid and the rate card amount will be invoiced by Sure Web Traffic and difference payable by the customer.

4. Customer’s obligations

4.1 If the project requires, the customer will provide Sure Web Traffic with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as Sure Web Traffic may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable Sure Web Traffic to comply with its obligations under this Agreement.

4.2 The customer shall comply with directions and advice from Sure Web Traffic 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, Sure Web Traffic shall provide the products and services during the continuance of this Agreement.

5.2. Sure Web Traffic shall be permitted to subcontract or outsource any of the products and services or obligations under this Agreement.

5.3.Sure Web Traffic will use reasonable efforts to provide customers with the products and services in accordance with the estimated time line set out in the order form.

5.4. Where the product or service being provided requires,Sure Web Traffic will liaise with the relevant web agency, hosting company or other third party in order to provide the product or services.Sure Web Traffic 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 Sure Web Traffic breaching its obligations under this Agreement.

5.5.Sure Web Traffic will not make changes to or update a customer's website prior to written or verbal consent from the customer, stating that Sure Web Traffic 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. No partnership or Agency

6.1 Unless combined with a partner or referral agreement, nothing in the contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another part for any purpose. No party shall have authority to act as agent for, or to bind, the party in any way.

7. Link Building terms and conditions:

7.1 Sure Web Traffic shall provide the link building services as specified on the order form and corresponding proposal.

7.2 The number of links stated on the Order Form is the number of links that Sure Web Traffic will provide on the link building report. The number of links reported, is correct at the point at which the report is generated and quality controlled.

7.3 Although the links built should be permanent, Sure Web Traffic 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 or unless otherwise specified.

8. Link Building guaranteed term:

8.1 The link building term guarantee only applies to live contract clients and resellers where a term guarantee has been specified on the order form.

8.2 Sure Web Traffic offer a maximum guaranteed term of 1 year, and if for any reason the link partner removes the link placed by Sure Web Traffic, then Sure Web Traffic will replace the link as part of the guarantee.

9. Exclusions from products and services.

9.1 Sure Web Traffic shall be under no obligation to provide products and 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 Sure Web Traffic advises are required;

II. Any website, hosting or other technical support;

10. Top 10 results guarantee for link building only customers

10.1 Sure Web Traffic does not guarantee results for link building.

11. Contract Term

The Services shall commence on the Commencement Date and shall remain in deployment for the following 3 to 4 weeks.

12. Payment

1.12.1 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 any  taxes. No products or services shall be provided until payment has been received by Sure Web Traffic, unless Director Approval has been obtained. Sure Web Traffic shall be entitled at any time, and from time to time, to increase the fees to accord with any change in Sure Web Traffic's standard scale of charges by giving to the customer not less than [90] days prior written notice.

12.2 If Sure Web Traffic provides any services not included within the Services at the request of the customer then Sure Web Traffic 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 The date for payment of Sure Web Traffic's 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 Sure Web Traffic, all guarantees are null and voided and Sure Web Traffic 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 Sure Web Traffic (whether or not after judgment), at the annual rate of 4% above the then current base lending rate of Barclays Bank plc, 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. Campaign One, 50/50 payment

13.1 The Customer shall pay the 50% of the contract value in advance of any work starting by Sure Web Traffic.
 
13.2 FULL SETTLEMENT without exception for all outstanding fees will be paid before content distribution and project completion.

13.3 If second payment is not received following 30 working days of the invoice being sent, Sure Web Traffic will close and archive the project. And a new package will need to be purchased to continue the project.

13.4 Failure to pay the amount owed will result in legal action being taken by Sure Web Traffic.

14. Termination or suspension of service

14.1 Sure Web Traffic 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 30 days after written notice from Sure Web Traffic 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 fulfil any of its obligations under any part of this or any other agreement that it has with Sure Web Traffic; or

IV. interferes with or impairs the products or service, or Sure Web Traffic's ability to deliver the products or 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 or arrange a teleconference in good faith to resolve the dispute.

15.2 If the dispute is not resolved in accordance with conditions set, then Sure Web Traffic will refer the dispute, to be appointed, in default of agreement, on the request of either party to the English Courts. In any claim Sure Web Traffic will submit a claim for interest in accordance with section 13.3 and all legal costs associated to the claim against the customer.

16. Data Protection Act

16.1 If any Personal Data (as defined by the Data Protection Act 1998) is passed to Sure Web Traffic under this Agreement then the parties agree that the customer is the Data Controller and that Sure Web Traffic is the Data Processor.

16.2 The customer warrants that it complies with the Data Protection Act 1998

16.3 Sure Web Traffic 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 Sure Web Traffic's personnel who have access to the Personal Data.

16.4 Under no circumstances shall Sure Web Traffic share your information or rankings with visitors or prospect customers

17. Limitation of liability

17.1 The following provisions set out the entire liability of Sure Web Traffic (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 tortious 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.

17.3 Nothing in these conditions excludes or limits the liability of Sure Web Traffic for death or personal injury caused by Sure Web Traffic's negligence or fraud or fraudulent misrepresentation. Subject to:

I. Sure Web Traffic 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. Sure Web Traffic's 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 100% of the total fees received by Sure Web Traffic 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 Sure Web Traffic will not be liable for any links being removed by a third party or any penalties incurred by customers.

18. Confidentiality (NDA)

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 Sure Web Traffic to the customer shall at all times be, and remain, the exclusive property of Sure Web Traffic, but shall be held by the customer in safe custody at its own risk until returned to Sure Web Traffic, and shall not be disposed of or used other than in accordance with Sure Web Traffic's written instructions or authorization.

18.3 This condition shall survive termination of the Agreement, however caused.

18.4 Points agreed via a separate “Non Disclosure agreement “are agreed in addition to this agreement, not in replace of this agreement.

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 via 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. Force Majeure

20.1 Sure Web Traffic 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 Force Majeure event.

20.2 If a Force Majeure event occurs, Sure Web Traffic shall inform the customer as soon as possible and take all reasonable steps to mitigate the effects of the Force Majeure event and resume performance

21. 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.

22 Entire Agreement

22.1 This Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

22.2 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.
22.3 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.

23. Assignment

23.1 The customer shall not, without the prior written consent of Sure Web Traffic, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement.

23.2 Sure Web Traffic 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.

24. 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.

25. Notices

25.1 Any notice required to be given pursuant to this Agreement shall be in writing and shall be sent by email or 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, in each case, such other address as may be notified by one party to the other.

25.2 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 24 hours form the time of being sent, provided that no “non deliverable” notices is received by the sender.

26. 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 Canadian laws.

27. Partners

27.1. All partners agree to this agreement as well as the relevant partner agreements.

27.2 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 Sure Web Traffic.

27.3 If a customer is refunded in part or in full for fees paid for products and services from Sure Web Traffic then any commissions paid due to that contract will be clawed back from the partner or agent without discretion.

28. Changes to this Agreement

28.1.Sure Web Traffic 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 Sure Web Traffic to modify its procedures, policies or services.

28.2. Sure Web Traffic may at any time modify this Agreement for new customers by publishing a new agreement on its website.

Document updated on May 5th, 2010