SPEEDNAMES A/S general terms for Webpromotions BIZ
SPEEDNAMES A/S GENERAL CONDITIONS FOR Webpromotion’s BIZ
Introduction
These General Conditions shall govern the cooperation between Speednames and you. Offers and invitations from Speednames are not binding. When submitting orders to Speednames you consent to the present General Conditions and all service descriptions and pricelists.
A. The scope of the agreement
Together with you and Speednames’ supplier, Netpointers Technologies ApS, Speednames will produce a list of search words. Speednames will test whether these words are recommendable for the marketing of the search services. When you and Speednames have accepted the search word portfolio, index files will be prepared for the website concerned. You must implement these files yourself and are responsible for implementation on your website. Registration will start as soon as the search word portfolio, title and description have been drawn up and Speednames has received confirmation from you that implementation has been completed.
It takes 8-14 weeks before all registration is completed and results can be expected. Certain search engines employ an editor for the manual keying in of submitted registration certificates. Keying is performed consecutively.
Speednames is unable to provide any form of guarantee regarding the top 30 placings or the top placings of certain words because of the frequent updating of algorithms carried out by search engines. Search words that are not placed in the top 30 within 6 months of the signing of the agreement will thus be recommended for revision. Because of the time taken between registration and obtaining a top placing, your right to alter the composition of search words shall be restricted to every third month.
You can monitor the changes in the system online via your own login to Speednames’ supplier’s SearchTracker. The login will be sent by email. SearchTracker reports on the number of placings divided by top 5, 10, 20 and 30.
B. Support
Speednames offers telephone hotline support weekdays from 9 am to 5 pm in connection with the implementation of index files or other support related to the Webpromotion sub product. Support is provided by Speednames’ supplier Netpointers on +45 70 117 117.
C. Payment and payment terms
1. Payment. The start-up fee and annual subscription will be invoiced upon signing the agreement and then at the start of each new re-subscription period.
2. Payment terms, penalty charges and interest. You must make all due payments within eight (8) days of receiving the invoice. Two (2) reminders will be sent if you fail to do so. A charge of 20 euros will be added for each reminder. Penalty interest of 1.5% will be added for each month or part thereof that the amount has not been paid.
D. Term of the contract and termination
1. Subscription. The agreement cannot be terminated during the first 12 months from its signing (the implementation phase).
Upon completion of the implementation phase the agreement will be automatically renewed each year unless you or Speednames terminate the agreement in writing giving at least one month’s notice to the end of each renewal period.
E. Termination
1. Breach of contract. Each party shall be entitled to immediately revoke the agreement if the other party is in material breach of contract. The following actions or omissions shall be regarded as material breaches:
- Failure to make payment unless remedied by five (5)[tp1] days at the most after receipt of a written reminder
- Infringement of the other party’s intellectual or marketing rights
- Breach of confidentiality obligations
- Use of search engine optimisation conflicting with F.1
2. Termination of the agreement between you and Speednames involves termination of all licenses and rights conceded and other obligations. When terminating the agreement you must immediately cease all use of all products, instructions for use or other types of information which were made available to you under the agreement. Neither termination nor expiry of the agreement shall release you from payment obligations to Speednames accrued under the agreement.
F. Ethics and confidentiality
1. Ethics. Registrations and application of search engine optimisation shall comply with applicable law and/or public policy on "good conduct" on the internet.
2. Confidentiality. The parties undertake not to pass on more information on the other party’s business activities than is necessary to comply with each party’s obligations under the present agreement.
G. Limitation of liabilities and claims
1. Speednames denies all liability arising from printing errors, changes in search engine composition and/or conditions affecting your own website.
Such limitation of liability shall apply provided losses are not due to deliberate or gross negligence on the part of Speednames or Speednames’ legal representatives or persons employed to attend to an obligation.
2. Regardless of the reasons for raising a claim, Speednames shall not be liable for indirect or consequential losses, loss of profit, data loss or costs for the restoring of such data, loss of goodwill, misrepresentation of information, loss of expected savings, losses for expenses for the investigation and remediation of damage/deficiencies and other similar indirect losses. Speednames’ total liability for any loss or damage shall not exceed 5,000 euros.
H. Miscellaneous
1. Use of information. Processing, application, dissemination and storing of information shall only be carried out to the extent it conforms to applicable law.
2. Applicable law and venue. The agreement between the parties regardless of their domiciles shall be subject to Danish law.
All disputes or claims related to the agreement and subsequent changes to this including but not limited to applicability, binding effect, interpretation, compliance, breach of contract or termination and non agreement-related claims shall be subject to the Municipal Court of Copenhagen, Denmark.
3. Force Majeure. Except for payment, neither party shall be held responsible for any breaches of contract under the present agreement caused by external events of a nature which ordinary experience has shown not even reasonable precautions could have prevented. These include but are not limited to:
- Accidents: fire, explosions, water damage or terrorist attack.
- Circumstances relating to national security: war, general mobilisation.
- Unforeseen national restrictions: seizure, embargo or currency restrictions.
- Attacks on public order: riots and mutiny, restrictions on fuel and energy supplies or antisocial actions.
- Unforeseen economic developments: power failures and deficiencies or delays of deliveries from subcontractors.
- Weather conditions and natural disasters: earthquakes, storms, lighting strikes, floods or epidemics.
4. Notifications. All notifications, inquiries, demands, approvals or consent required or allowed under the present agreement shall be submitted in writing and take effect upon receipt.
5. Amendments and changes to the General conditions. Speednames must give the customer 30 days’ written notice of all material changes it makes to the agreement.
23. September 2005
